ROBERT J. PACILLI HOMES, LLC VS. TOWNSHIP OF HARRISON(L-1378-15, GLOUCESTER COUNTY AND STATEWIDE)
A-5236-15T1
| N.J. Super. Ct. App. Div. | Nov 1, 2017Background
- Pacilli Homes received Board preliminary and final subdivision approvals to build 21 single-family lots conditioned on six-inch reinforced concrete driveway aprons.
- Pacilli installed asphalt aprons claiming a field change was orally approved by the Township's former engineer (Fralinger), who died without documenting approval.
- New Township engineer (R&V) later rejected the asphalt and required replacement with concrete; Pacilli sought Board relief to retroactively allow the asphalt aprons.
- The Board initially required unanimous homeowner endorsement but, during a court settlement conference, agreed to accept a “majority” of homeowners’ consent instead; the Board’s attorney memorialized that change in a settlement letter.
- After canvassing 21 homeowners, only 7 consented, 5 objected, and 9 did not respond; plaintiff argued the votes satisfied a majority under HOA bylaws (quorum = one-quarter), defendants argued a majority of all 21 owners was required.
- Trial court (Judge Curio) enforced the settlement as requiring a majority of the 21 owners (not a majority of votes cast) and denied plaintiff relief; Appellate Division affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| What does “majority” mean in the settlement condition? | "Majority" means majority of those voting; under Roberts Rules and HOA bylaws quorum rules, 7 affirmative votes satisfied requirement. | "Majority" means a majority of all 21 property owners; non-responses do not count as affirmative. | Majority means a majority of the 21 property owners (not just those who voted). |
| Whether the settlement should be voided for lack of meeting of the minds on "majority" | Settlement ambiguous; plaintiff first raised lack of mutual assent later and argued the parties disagreed on "majority." | Settlement terms as memorialized demonstrate parties intended a majority of all owners. | Court declined to consider this argument on appeal because it was not raised below; affirmed enforcement. |
| Whether the Township was bound by the deceased engineer’s alleged field approval | Pacilli relied on the engineer’s approval to justify asphalt aprons and release of performance bond. | Settlement resolved appeals and supplanted argument that field change bound Township. | Not reached on appeal; issue subsumed by settlement. |
| Standard for interpreting settlement contract | Plaintiff urged application of Roberts Rules and extrinsic rules (HOA bylaws). | Defendants relied on plain language of settlement documents and contemporaneous letters. | Court applies contract interpretation principles: plain language controls; extrinsic evidence supports majority = majority of all owners. |
Key Cases Cited
- Nolan v. Lee Ho, 120 N.J. 465 (discussing enforceability of settlement agreements as contracts)
- Brundage v. Estate of Carambio, 195 N.J. 575 (courts should honor settlements absent fraud or compelling circumstances)
- Manahawkin Convalescent v. O'Neill, 217 N.J. 99 (contract interpretation is a legal question reviewed de novo)
- Conway v. 287 Corporate Ctr. Assocs., 187 N.J. 259 (even in unambiguous contracts courts may consider relevant evidence to determine intent)
- Barr v. Barr, 418 N.J. Super. 18 (courts will not rewrite contracts or supply omitted terms)