YOAV KRILL VS. IDT CORPORATION, INC.(L-2012-13, ESSEX COUNTY AND STATEWIDE)
A-5664-14T3
| N.J. Super. Ct. App. Div. | Jul 21, 2017Background
- Yoav Krill, a longtime IDT executive, was allegedly terminated in June 2008 but reinstated after discussions with IDT CEO Howard Jonas; Krill sought $2.5 million in severance (a $250,000/year payment for four years plus $1.5 million in two lump payments).
- Krill testified that on July 30, 2008, Jonas agreed orally to the $2.5 million package in exchange for Krill remaining available to the company and forgoing litigation; Krill’s attorney Johnson participated by phone and corroborated the terms.
- IDT paid Krill $250,000 per year for four years (totaling $1 million) but never paid the remaining $1.5 million; no fully executed written agreement memorializing the full $2.5 million was ever signed.
- At trial a jury found (by verdict) that an enforceable contract existed, that IDT breached it, and awarded $1.5 million in damages; IDT moved for directed verdict, JNOV, and a new trial, all denied by the trial court.
- On appeal, IDT argued (1) no mutual assent because no release/essential term was agreed, (2) essential terms of employment were too indefinite, and (3) parties intended only to negotiate further (no intent to be bound until a written agreement).
- The Appellate Division affirmed, holding that reasonable minds could differ, credibility findings supported the jury, and the oral agreement's essential terms were sufficiently definite and supported by consideration (forbearance from suit and partial performance).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether an enforceable oral contract existed | Krill: Jonas orally agreed to $2.5M (including $1.5M additional payments); Krill relied on that promise and partially performed | IDT: No meeting of minds; essential terms unresolved; negotiations incomplete | Court: Oral contract could be enforced; jury reasonably credited Krill and corroborating evidence; JNOV denied |
| Whether a release/forbearance was an essential, unresolved term | Krill: Forbearance from suit was part of the oral deal (corroborated by counsel’s demand letter and subsequent non-suit) | IDT: Krill admitted he had not agreed to release hostile claims; lack of clarity is fatal | Court: Jury could credit direct testimony and surrounding circumstances; uncertainty on cross-exam not dispositive; agreement sustained |
| Whether terms (scope of "being available") were too vague to enforce | Krill: "Available for the company" was sufficiently definite and was performed; payments were made | IDT: Scope of duties and performance standards were not agreed and therefore contract is unenforceable | Court: Vagueness was not fatal given partial performance, absence of complaints, and jury credibility findings |
| Whether parties intended to be bound before a written memorialization | Krill: Parties did not require a formal writing; oral agreement was intended to be binding | IDT: Parties expected a written agreement; oral discussions contemplated further negotiation | Court: Fact question for jury; evidence supported intent to be bound; no miscarriage of justice in upholding verdict |
Key Cases Cited
- Weichert Co. Realtors v. Ryan, 128 N.J. 427 (discusses elements of contract and need for sufficiently definite terms)
- McBarron v. Kipling Woods, L.L.C., 365 N.J. Super. 114 (mere anticipation of a written memorialization does not vitiate an oral contract if essential terms are present)
- Satellite Entm't Ctr., Inc. v. Keaton, 347 N.J. Super. 268 (vagueness is fatal only when contract cannot realistically be enforced; credibility can decide disputes over terms)
- Onorato Constr., Inc. v. Eastman Constr. Co., 312 N.J. Super. 565 (forbearance from legal action can constitute sufficient consideration)
- Trs. of First Presbyterian Church in Newark v. Howard Co.-Jewelers, 12 N.J. 410 (discusses when parties intend an obligation to arise only upon execution of a writing)