SUMMIT RESOURCES GROUP, INC. VS. MERCER GROUPÂ INTERNATIONAL OF NEW JERSEY, INC. (L-1430-13, MERCER COUNTY AND STATEWIDE), A-3911-15T1

Background

Summit Resources (a broker) and Mercer/Fairless entered a one-page Commission Agreement (Oct. 25, 2006) under which Summit would receive $5/ton commission on scrap metal shipped from Covanta plants "to/through your companies," paid monthly, and the commission would continue "as long as Mercer, their related companies, or any purchaser of Mercer or related companies receives scrap metal from these plants."
Fairless (Mercer affiliate) contracted with Covanta and paid Summit commissions through early 2009; one contract was paid at $3/ton; payments continued until Fairless stopped purchasing in July 2009.
Fairless sold certain assets (not the entity) to Simsmetal East, LLC (Sims) in an APA (July 2009); Sims thereafter bought scrap from Covanta and Summit received no commissions for the tons Sims purchased.
Summit sued Mercer, Fairless, and Sims for breach of the Commission Agreement, tortious interference, unjust enrichment, and declaratory relief; Summit later dismissed Sims; Mercer/Fairless moved for summary judgment.
The trial court granted partial summary judgment holding Sims was not a "purchaser of Mercer or related companies" under the Agreement because the APA was an asset sale that did not transfer the entity or the listed contracts; on reconsideration the court dismissed the complaint in full after confirming Fairless ceased purchasing from Covanta after July 2009.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the Commission Agreement required defendants to pay commissions on scrap purchased by Sims after Fairless' asset sale	Summit: "purchaser" covers asset purchasers like Sims; Agreement guarantees commissions so long as any purchaser of Mercer/related companies receives scrap	Mercer/Fairless: Sims bought assets only, not the company or the Covanta contracts; therefore Sims is not a "purchaser" within the Agreement and commissions terminated when Fairless stopped buying	Court: Affirmed – "purchaser" did not include the asset buyer; Agreement terminated after Fairless ceased purchases in July 2009
Whether the Agreement language was ambiguous such that a jury must decide intent	Summit: Ambiguous wording (no distinction between sale of company vs assets; "your companies" and "sale/transfer of these scrap accounts" language) requires factual resolution	Defs: Language is clear; asset sale did not keep defendants in the promised relationship; evidence shows Fairless stopped purchasing	Court: No ambiguity for purposes of summary judgment; contract construed against drafter (Summit) and interpreted to end obligations once defendants stopped receiving scrap
Whether Summit could invoke the covenant of good faith and fair dealing for defendants' conduct around the transfer	Summit: Mazza and defendants schemed to avoid recognizing Covanta contracts and thus to defeat Summit's commission rights	Defs: Whether Covanta contracts were assigned is separate from whether Sims is a "purchaser" under the Agreement; Mazza's actions did not destroy Summit's contractual fruits	Court: Claim fails — Summit admitted Mercer's liability depended only on "purchaser" status; no impairment of Summit's right to contractual fruits shown
Whether summary judgment was appropriate given record (including documents produced on reconsideration)	Summit: Disputed facts and documents (APA, indemnity agreement, Covanta affidavit) required trial	Defs: Additional documents showed Fairless made no purchases after July 2009; no genuine issue of material fact remains	Court: Reconsideration materials eliminated factual dispute; summary judgment/dismissal affirmed

Key Cases Cited

Davis v. Brickman Landscaping, 219 N.J. 395 (describing summary-judgment standard and viewing facts in light most favorable to nonmovant)
Templo Fuente De Vida Corp. v. Nat'l Union Fire Ins. Co. of Pittsburgh, 224 N.J. 189 (summary judgment standard and appellate review de novo)
Manahawkin Convalescent v. O'Neill, 217 N.J. 99 (contract interpretation is a legal question reviewed de novo and contracts read as whole)
Woodrick v. Jack J. Burke Real Estate, Inc., 306 N.J. Super. 61 (distinguishing sale of a company from a sale of assets for merger/assignment intent)
Kotkin v. Aronson, 175 N.J. 453 (ambiguities are construed against the drafter)
Wood v. N.J. Mfrs. Ins. Co., 206 N.J. 562 (every contract contains an implied covenant of good faith and fair dealing)
In re Estate of Miller, 90 N.J. 210 (courts disfavor perpetual contractual performance absent clear intent)
Twp. of White v. Castle Ridge Dev. Corp., 419 N.J. Super. 68 (plain contractual language governs when unambiguous)