NOT FOR PUBLICATION WITHOUT THE
APPROVAL OF THE APPELLATE DIVISION
This opinion shall not "constitute precedent or be binding upon any court."
Although it is posted on the internet, this opinion is binding only on the
parties in the case and its use in other cases is limited. R. 1:36-3.
SUPERIOR COURT OF NEW JERSEY
APPELLATE DIVISION
DOCKET NO. A-0944-16T1
A-1087-16T1
JCPO, LLC,
Plaintiff-Appellant,
v.
CLAYTON PERLMAN and EVA PERLMAN,
Defendants-Respondents.
_____________________________________
JCPO, LLC,
Plaintiff-Respondent,
v.
CLAYTON PERLMAN and EVA PERLMAN,
Defendants-Appellants.
_________________________________________________________
Submitted October 31, 2017 – Decided November 14, 2017
Before Judges Fisher and Sumners.
On appeal from Superior Court of New Jersey,
Chancery Division, Monmouth County, Docket No.
C-000196-14.
Werner Suarez & Moran, LLC, attorneys for
appellant in A-0944-16 and respondent in
A-1087-16 (Anthony R. Suarez, on the briefs).
Ferrara Law Group, PC, attorneys for
respondents in A-0944-16 and appellants in
A-1087-16 (Ralph P. Ferrara and Morgan J.
Zucker, on the briefs).
PER CURIAM
Plaintiff JCPO, LLC brought this chancery action against
defendants Clayton and Eva Perlman, alleging a fraudulent transfer
of property from Clayton to Eva. At the conclusion of JCPO's case-
in-chief, Chancery Judge Patricia Del Bueno Cleary dismissed the
complaint pursuant to Rule 4:37-2(b). Later, the judge denied
defendants' motion, based on both Rule 1:4-8 and N.J.S.A. 2A:15-
59.1, for frivolous litigation fees. JCPO appeals the involuntary
dismissal, as well as the judge's later denial of its motion for
reconsideration and a new trial. And defendants appeal the denial
of their motion for fees.
We calendared these appeals back-to-back and now affirm the
orders under review by way of this single opinion. Indeed, we
affirm those orders substantially for the reasons set forth by
Judge Cleary in her oral decisions. We add only the following
brief comments regarding JCPO's appeal of the involuntary
dismissal.
As the judge recognized, there was no dispute that, in 2010,
JCPO lent $170,000 to FHF Enterprises, LLC, to fund the latter's
acquisition and liquidation of foreclosed Florida properties.
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Defendant Clayton Perlman, as a principal of FHF, signed the loan
agreement on FHF's behalf. But there was no evidence to support
the contention that Clayton Perlman signed the agreement in an
individual capacity or otherwise obligated himself personally on
the promise to repay.
The evidence reveals that FHF later defaulted on the loan
agreement. JCPO then sued FHF, Clayton Perlman, and Frank Ficca,
another FHF principal, in a Florida court, alleging securities
fraud. In January 2013, the parties to the Florida suit entered
into a settlement agreement which called for a release of the
claims asserted by JCPO and the payment to JCPO by those defendants
of $120,000 in two installments. The first $20,000 installment,
due in April 2013, was paid; the second $100,000 installment, due
by the end of 2013, was not. Pursuant to the stipulation in the
settlement agreement that authorized JCPO's entitlement to a
$150,000 consent judgment, less any paid settlement proceeds, a
$130,000 judgment was entered in January 2014 against FHF, Clayton
Perlman, and Frank Ficca.
This chancery action, commenced in November 2014 sought to
set aside a 2010 conveyance made by defendant Clayton Perlman – a
judgment debtor on the 2014 judgment based on the Florida
settlement agreement – to his wife, defendant Eva Perlman. Judge
Cleary, correctly applying Rule 4:37-2(b), which required that she
3 A-0944-16T1
accept as true all the evidence that supported JCPO's position and
provide JCPO with all reasonable legitimate inferences, Verdicchio
v. Ricca, 179 N.J. 1, 30 (2004) – found no evidence to suggest
anything but that the underlying 2010 transaction was between only
JCPO and FHF and that, although Clayton Perlman executed the loan
agreement, he did so only in his capacity as a member of FHF and
not personally. In reviewing this determination, like the chancery
judge we too must honor the juridical distinction between the
business entity that incurred the 2010 obligation and the
individual who allegedly transferred assets at about the same time
as the loan agreement and who only, three years later, incurred
personal liability toward the claimant by entering into the
settlement agreement. See Motorworld, Inc. v. Benkendorf, 228 N.J.
311, 317, 332-33 (2017). For these reasons, as well as those set
forth by Judge Cleary in her cogent and thoughtful oral decision,
we affirm the order granting an involuntary dismissal of JCPO's
action.
The orders under review in A-0944-16 and A-1087-16 are
affirmed.
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