Mohammed Uddin vs. Mohammed M. Khan, Et Al.
Plaintiff Mohammed Uddin appeals from the October 6, 2025 Law Division order dismissing his complaint with prejudice after a multi-day bench trial. We affirm.
I.
On August 10, 2023, Uddin filed a verified complaint and order to show cause in the Chancery Division seeking to restrain the sale of real property in Paterson (the Property) owned by his uncle and aunt, defendants Mohammed Khan and Nadira Khan. The Khans purchased the Property in 2019.
Plaintiff alleged that on May 15, 2020, he and the Khans executed a real estate joint venture agreement (JVA) which gave him a fifty-percent interest in the Property. According to plaintiff, he and the Khans agreed to set the value of the Property at $420,000. At the time they allegedly entered the JVA, the Property was subject to a mortgage with a balance of $287,000, leaving $133,000 in equity in the Property. Plaintiff alleged he gave Mohammed Khan $67,000 to pay for his half of the equity in the Property. According to plaintiff, he gave Mohammed Khan a cashier‘s check made payable to him for $65,000 dated May 13, 2020, and $2,000 in cash when the agreement was signed.
Plaintiff sought an order: (1) restraining the marketing and sale of the Property; (2) creating a constructive trust over the Property; and (3) compelling the Khans to deposit the proceeds of any sale of the Property, if it had already taken place, into court.
Attached to the complaint was a copy of what plaintiff alleged was the JVA. The document purported to be signed by plaintiff and the Khans, and contained what appeared to be a notary seal bearing the name Lady G. Nunez. Also attached to the complaint was a copy of what plaintiff alleged was the $65,000 cashier‘s check.
On January 10, 2024, the Khans filed an answer alleging they did not enter into any written agreement with plaintiff and never had occasion to discuss the Property with him. They denied receiving any payments from plaintiff or having given him any interest in the Property.
The Khans alleged counterclaims of tortious interference with contract and fraud. In support of their counterclaims, they alleged that on September 11, 2023, they obtained a contract for the sale of the property, and the transaction was scheduled to close on October 11, 2023, but was halted by the court. The Khans also alleged plaintiff and Mohammed Khan are both originally from Bangladesh and once shared a residence. Mohammed Khan alleged he was “aware of at least two other situations wherein [p]laintiff ha[d] economically preyed upon Bangladeshi immigrants in real estate matters in New Jersey and New York.” They sought compensatory damages and relief from the restraints on selling the Property.
On October 6, 2025, the trial court issued an oral decision concluding plaintiff had not proven his claims. The court found plaintiff and Mohammed Khan were part of “a tightknit Bengali community in both Paterson and Queens, New York” and had “many interrelationships.” The court “was not impressed with the testimony of either party[,]” finding “neither appeared to be totally open and honest with the [c]ourt” and their “testimony [was] conflicting when it comes to whether a JVA was executed on May 15th of 2020.”
The court instead primarily relied on the testimony of Nunez, who the court found “is not part of the aforementioned Bengali community and has no known relationship to either party. The record clearly illustrates that she is nothing but a disinterested witness. She has absolutely no vested interest in the outcome of this matter.” In addition, the court found “her in-court testimony . . . was direct and responsive without hesitation to all questions asked of her. She appeared certain about the content of her testimony.”
The court found:
Nunez is an accountant by trade since 2005 and has been a notary since 2006. She keeps an electronic journal as required by the State regarding all of her notarizations. She is well versed and experienced in
performing this function. She unequivocally testified that a notarization must be in person and the individual[] whose signature is notarized must have a form of identification. As to the subject JVA, . . . Nunez testified that she did not notarize a JVA and provided a notary appointment log, which [was admitted as evidence], indicating and corroborating her testimony that the parties were not in her office on May 15th, 2020, the alleged signature date of the JVA.
The court found this testimony “critical in light of the plaintiff‘s assertions that . . . Nunez is mistaken in her testimony.” The court found Nunez‘s appointment log “clearly shows that the plaintiff had actually been in the office on May 13th of 2020 at 11:25 a.m. on an unrelated matter. On that date, she recalls that the plaintiff was by himself.” The court continued:
It is important to note that . . . Nunez denies notarizing the JVA on May 15th of 2020 because her records do not support that contention and because she had an opportunity to closely examine the JVA and upon doing so, she unequivocally stated that the seal on the document did not look like her seal. Now, a number of issues were raised by the plaintiff in this regard concerning her testimony and perhaps raising the inference that she may be mistaken. However, the [c]ourt finds that any issues that may be raised in that regard are clearly outweighed by the documentary evidence, which supports her testimony.
The court rejected plaintiff‘s claim Nunez was mistaken in her testimony as “fanciful.”
Nunez testifies that the plaintiff had used her services on at least two occasions prior to the subject date, specifically March 17th and May 13th of 2020. This is supported by documentation [admitted as evidence]. These matters . . . appear to be . . . unrelated to the case at bar. []Nunez specifically recalls that on these two occasions, the defendants were not present. She recalls the plaintiff was always by himself . . . . Critically, the [p]laintiff . . . testified that he had never used . . . Nunez‘s services prior to May 15th of 2020, contradicting not only the testimony of . . . Nunez, but also the documentary evidence . . . . This is a serious inconsistency as far as the [c]ourt is concerned.
This [c]ourt finds [p]laintiff . . . is not being truthful. It is very telling that he is unwilling to admit to these prior dealings with . . . Nunez. This raises a plausible argument as suggested by the defense that the plaintiff‘s prior use of . . . Nunez‘s services provided the opportunity for him to use the notary identification on May 15th of 2020. The [c]ourt is not making that specific finding, but certainly, there are serious issues that are raised in that regard and the fact that there is this denial of any prior use of the services of . . . Nunez is at the very least very suspect.
. . . It makes it impossible for the [c]ourt to find by a preponderance of the credible evidence that this transaction did in fact take place in the notary‘s office on May 15th of 2020.
The court also found the $65,000 check, which Mohammed Khan denied seeing or signing, “is fraught with many problems itself.” The court found the following: plaintiff submitted an affidavit from a witness stating there were six people at Nunez‘s office on May 15, 2020, when he handed the $65,000 check to Mohammed Khan for his signature. The affidavit contradicts plaintiff‘s deposition testimony, as well as Nunez‘s testimony. In addition, the check was deposited into the account of plaintiff‘s father-in-law and mother-in-law.
The court concluded:
Based on the credible testimony of Lady Nunez, as well as defendant‘s testimony of denial, the [c]ourt finds that the plaintiff has not established the existence of a contract. Even if one were to find the JVA was signed, which the [c]ourt does not find, it is totally silent as to consideration. There is nothing within the content of the JVA that even recites the terms that are referenced in the verified complaint. Obviously, there‘s no breach of contract if the [c]ourt finds that a valid enforceable contract does not exist. . . . The [c]ourt finds that it cannot make a determination by the preponderance of the evidence that this transaction did in fact occur.
For all of these reasons, the [c]ourt shall dismiss the verified complaint in its entirety with prejudice. By this order, the defendants are now permitted to sell this property to a third party if they choose to do so.
The court also briefly addressed the counterclaims, and found they had not been established at trial.
Plaintiff argues the trial court erred when it: (1) failed to consider his request for a constructive trust over the corpus of the Property; and (2) concluded in the absence of a written agreement his claims failed, instead of considering if the parties entered into an oral agreement relating to the Property.
II.
“Our review of ‘[f]inal determinations made by the trial court sitting in a non-jury case . . . [is] limited and well-established.‘” Balducci v. Cige, 456 N.J. Super. 219, 233 (App. Div. 2018) (alterations in original) (quoting Seidman v. Clifton Sav. Bank, 205 N.J. 150, 169 (2011)). The trial court‘s findings of fact are “binding on appeal when supported by adequate, substantial, credible evidence.” Ibid. (quoting Cesare v. Cesare, 154 N.J. 394, 411-12 (1998)). “[W]e do not disturb the factual findings and legal conclusions of the trial [court] unless we are convinced that they are so manifestly unsupported by or inconsistent with the competent, relevant and reasonably credible evidence as to offend the interests of justice.” Ibid. (alterations in original) (quoting In re Forfeiture of Pers. Weapons & Firearms Identification Card Belonging to F.M., 225 N.J. 487, 506 (2016)).
“A contract arises from offer and acceptance and must be sufficiently definite ‘that the performance to be rendered by each party can be ascertained with reasonable certainty.‘” Weichert Co. Realtors v. Ryan, 128 N.J. 427, 435 (1992) (quoting Borough of W. Caldwell v. Borough of Caldwell, 26 N.J. 9, 24-25 (1958)). To create an enforceable contract, the “parties [must] agree on essential terms and manifest an intention to be bound by those terms . . . .” Ibid.
Our review of the record reveals no basis on which to disturb the trial court‘s findings of fact and conclusions of law. The court, which had the benefit of hearing the live testimony of the witnesses, found both plaintiff and Mohammed Khan lacked credibility with respect to whether they executed the JVA. The court found Nunez, a disinterested party, to be credible and have maintained reliable contemporaneous records of her activities as a notary. Based on her testimony and corroborating evidence, the court found the parties did not execute the JVA. According to the verified complaint, plaintiff anchored his claim to have an interest in the Property in the JVA. Having determined plaintiff did not establish by a preponderance of the evidence the parties entered into the
We are not persuaded by plaintiff‘s belated effort to claim he is entitled to a constructive trust or other equitable relief based on an oral agreement to give him an interest in the Property. To the extent plaintiff‘s constructive trust claim is based on his allegation the parties executed the JVA, that claim failed when the court concluded the parties did not execute a written agreement. To the extent plaintiff claims to be entitled to a constructive trust or equitable relief based on an oral agreement, he did not raise those claims in his complaint or before the trial court.
It is a well-settled principle that our appellate courts will decline to consider questions or issues not properly presented to the trial court when an opportunity for such a presentation is available “unless the questions so raised on appeal go to the jurisdiction of the trial court or concern matters of great public interest.”
[Nieder v. Royal Indem. Ins. Co., 62 N.J. 229, 234 (1973) (quoting Reynolds Offset Co. v. Summer, 58 N.J. Super. 542, 548 (App. Div. 1959)).]
Plaintiff‘s claims neither go to the jurisdiction of the trial court nor concern matters of great public interest. We, therefore, decline to decide them.
Affirmed.