VINCENT THOMAS, ETC. VS. CASIMIR SPOLNICKI, ETC.(L-3422-14, OCEAN COUNTY AND STATEWIDE), A-4415-14T4

Vincent Thomas and Casimir Spolnicki were 50/50 owners of Fancylimos of Cherry Hill, Inc., a closely held limousine company.
Since 2008 the parties litigated repeatedly; this appeal arises from Thomas’s fourth suit (Suit 4, filed Nov. 2014) alleging improper disposition of corporate assets after dissolution and asserting accounting, breach of contract, unjust enrichment, conversion, breach of fiduciary duty, and equitable relief against Spolnicki and FavoriteLimos.com.
Prior litigation included: Suit 1 (Dec. 2008) — default judgment against Thomas for $165,386.40 after a proof hearing; Suit 2 (Sept. 2010) — claims and counterclaims regarding fiduciary breaches and vehicle titles resolved by several consent orders awarding title to two vehicles to Spolnicki and one to Favorite Limos; Suit 3 — refiled counterclaims dismissed for lack of prosecution.
Defendants moved to dismiss Suit 4 on res judicata and the entire controversy doctrine grounds; the trial court granted the motion and dismissed the complaint with prejudice.
The appellate court examined whether the prior judgments and consent orders precluded Thomas’s Suit 4 claims, particularly distinguishing claims precluded as to specific vehicles from claims arising from conduct after Fancylimos’s May 7, 2010 dissolution.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Suit 4 is barred by res judicata (claim preclusion)	Thomas: prior judgments did not adjudicate post-dissolution misconduct; Suit 1 couldn't preclude claims arising after May 7, 2010	Spolnicki: prior final/default judgments resolved all disputes over corporate assets and bar relitigation	Court: Partial preclusion only — titles adjudicated in prior consent orders are precluded, but claims based on post-dissolution conduct are not barred; dismissal on res judicata was erroneous and reversed
Whether the entire controversy doctrine required joinder of the Suit 4 claims earlier	Thomas: claims in Suit 4 arose from later events (post-dissolution transfers) and therefore were not required to be litigated earlier	Spolnicki: all related claims should have been presented previously; omission precludes later suit	Court: Entire controversy doctrine bars claims as to assets already determined (the vehicles), but cannot preclude claims based on events that occurred after the earlier judgments; trial court applied doctrine too broadly

Int'l Union of Operating Eng'rs Local No. 68 Welfare Fund v. Merck & Co., Inc., 192 N.J. 372 (2007) (standard of review for legal questions like res judicata is de novo)
Watkins v. Resorts Int'l Hotel & Casino, 124 N.J. 398 (1991) (three-part test for res judicata)
Velasquez v. Franz, 123 N.J. 498 (1991) (dismissal with prejudice constitutes adjudication on the merits)
DiTrolio v. Antiles, 142 N.J. 253 (1995) (test for whether claims arise from same transaction or related series of transactions)
McNeil v. Legis. Apportionment Comm'n, 177 N.J. 364 (2003) (res judicata and entire controversy doctrine operate together)
Cogdell v. Hosp. Ctr. at Orange, 116 N.J. 7 (1989) (entire controversy doctrine requires presentation of all related claims)
Gambocz v. Yelencsics, 468 F.2d 837 (3d Cir. 1972) (involuntary dismissal is an adjudication on the merits)