Unapproved Opinions for the Week of April 17, 2017

11-2-2978 Ray Angelini, Inc. v. Capital Indem. Corp., N.J. Super. App. Div. (per curiam) (20 pp.) Plaintiff appealed the grant of summary judgment in favor of defendant in their construction contract dispute. Plaintiff replaced the original general contractor on a project after it defaulted. Defendant roofing subcontractor had a contract with the original contractor and that agreement was ratified by the indemnity company that hired plaintiff. The original construction schedule required defendant to complete the roofing work within a set time period and plaintiff acknowledged that defendant was prepared to perform the contract during that time. Plaintiff later changed the schedule for the work and defendant asserted scheduling issues due to other contracts. Plaintiff hired a replacement subcontractor and sued defendant for breach of contract. The trial judge found that plaintiff had breached the subcontract and ratification agreement. Plaintiff argued the trial court overlooked genuine issues of material fact and contested the judge’s findings. The court agreed with the trial court that plaintiff failed to give defendant the notice to proceed required in the ratification agreement, failed to cooperate in scheduling and breached its duty under the ratification agreement to provide defendant with a valid notice of nonperformance and opportunity to cure.

11-2-2989 Suppiah v. Sys. 3000, Inc., N.J. Super. App. Div. (per curiam) (19 pp.) Plaintiff appealed the dismissal of his claims that he had an ownership interest in his former employer. Plaintiff and company sole shareholder made an agreement in May 2005 that provided for transfer of stock to plaintiff over a ten-year vesting period. Plaintiff argued the parties modified the agreement by their conduct when he was issued stock certificates in 2009 and 2013. He was terminated in 2013.The trial judge found that there was no modification or discharge of the condition that plaintiff remain employed in order to obtain his ownership interest. The court found that the trial court’s findings were supported by substantial credible evidence. There was no written or oral agreement to change any of the terms of the parties’ May 2005 agreement which stated that its purpose was to provide plaintiff with additional compensation if he continued to be “employed…for a period of ten (10) years from the date of this Agreement” and provided that there was no obligation to transfer any stock if plaintiff’s employment was terminated prior to the vesting date in 2015. The certificates that were issued early were an accommodation to plaintiff, were not a modification of the agreement and his ownership interest remained subject to his continued employment until the vesting date.