MORENO v. TRINGALI
1:14-cv-04002
| D.N.J. | Jun 27, 2017Background
- Plaintiffs Michael Moreno and Medpro Inc. sell pre-owned cosmetic lasers and entered a 2012 Settlement Agreement with defendant Rory Tringali containing a non-disparagement/non-defamation clause with a $5,000-per-breach liquidated damages term and a fee-shifting provision.
- Tringali posted a website and emailed industry contacts and customers between January and June 2014 accusing Plaintiffs of scams/fraud and linking to complaint sites; Plaintiffs allege these communications disparaged and cast them in a negative light.
- Tringali defaulted (never answered); the complaint’s factual allegations are therefore deemed admitted for purposes other than damages. A preliminary injunction previously prohibited Tringali from further disparaging Plaintiffs and ordering removal of the website content.
- Plaintiffs moved for partial summary judgment on breach of contract (¶13) and to convert the preliminary injunction into a permanent injunction; Tringali opposed liability arguments as to defamation truth/malice but did not contest making the statements.
- The court found undisputed evidence (and default admissions) that Tringali made disparaging communications and cast Plaintiffs in a negative light, concluding eleven independent breaches of ¶13 and enforcing the $5,000-per-breach liquidated damages clause ($55,000 total); it also converted the preliminary injunction into a permanent injunction and allowed Plaintiffs to seek attorney’s fees under the agreement.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Tringali breached the Settlement Agreement’s ¶13 non-disparagement/negative-light clauses | Tringali published disparaging material (website, emails) and thus breached ¶13 | Communications were true or privileged; any tort-law standards (e.g., trade libel) should limit ¶13's scope | Breach found: court enforces broad contractual non-disparagement language; falsity/malice not required to breach the disparagement/negative-light clause |
| Scope of ¶13: must disparagement be defamatory/false or malicious to violate agreement? | Plaintiffs: clause prohibits disparaging/negative statements even if true; separate defamatory-remarks clause covers defamation | Tringali: clause should be construed narrowly, akin to trade libel/defamation requiring malice or falsity | Court: ¶13’s first paragraph is broader than defamation; disparaging/negative-light language prohibits derogatory communications whether true or not; defamation standards not required for breach of that provision |
| Number of breaches and who constitutes publication/third parties | Plaintiffs: multiple emails, website posts, and communications to industry contacts constitute separate breaches (they listed 23, argued for multiple breaches per recipient) | Tringali: some recipients (partners) are not third parties; not all recipients made the connection; publication technicalities matter for defamation | Court: found 11 discrete breaches proven (including emails, website links, and specified contacts), declined to treat multiple recipients of a single email as multiple breaches without further proof |
| Remedies: liquidated damages, permanent injunction, attorney’s fees | Plaintiffs: enforce $5,000-per-breach clause, convert injunction permanent, recover fees per contract | Tringali: did not contest liquidated damages reasonableness or conversion; raised truth as defense to defamation only | Court: enforced $5,000 liquidated damages per breach ($55,000), converted preliminary injunction to permanent, granted leave to submit fee petition per contract fee-shifting clause |
Key Cases Cited
- Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment burdens and procedure)
- Anderson v. Liberty Lobby, 477 U.S. 242 (summary judgment standard and materiality of disputes)
- Comdyne I, Inc. v. Corbin, 908 F.2d 1142 (default judgment: factual allegations deemed true except damages)
- Eichelkraut v. Camp, 236 Ga. App. 721 (interpretation of non-disparagement clause broadly prohibiting derogatory communications)
- Halco v. Davey, 919 A.2d 626 (non-disparagement in settlement interpreted to cover statements suggesting claims were frivolous)
- Patel v. Soriano, 369 N.J. Super. 192 (distinguishing defamation from trade libel; trade libel addresses product/property disparagement)
- Nolan by Nolan v. Lee Ho, 120 N.J. 465 (settlement agreements are contracts enforceable under contract principles)
- Wasserman’s Inc. v. Twp. of Middletown, 137 N.J. 238 (presumptive enforceability of reasonable liquidated damages clauses)
- eBay, Inc. v. MercExchange, LLC, 547 U.S. 388 (four-factor test for permanent injunctions)
- DeAngelis v. Hill, 180 N.J. 1 (elements of defamation under New Jersey law)