Creek Ranch, Inc. v. New Jersey Turnpike Authority

Crane, J. A. D.

(dissenting). I respectfully dissent from the views of my colleagues. Without finding the facts and stating its conclusions, as is required by R. 4:46-2 and R. 1:7-4, the trial judge granted summary judgment dismissing plaintilPs complaint for damages predicated upon an alleged agreement between plaintiff and the New Jersey Turnpike Authority.

In my view, the behavior of the Turnpike Authority in soliciting a right of entry permit in return for a promise of payment of taxes and interest, followed by a repudiation of that promise, borders on the unconscionable. The owners of property are entitled to expect a higher standard of dealing with a public entity such as the Turnpike Authority. *8When the faith of a public agency is pledged, that pledge ought to be respected. Cf. State v. Ashby, 43 N. J. 273, 278 (1964). I cannot see how, as the majority concludes, the right of entry permit can be characterized as an offer when, by its terms for a stated consideration, it grants the right to enter upon the plaintiff’s lands. I cannot see how the grant can be termed revocable when by its language, as drawn by the Turnpike Authority, it is stated to be irrevocable. For do I agree that the permit was unexecuted in view of the presence of the signatures of the president and secretary of the plaintiff corporation accompanied by an acknowledgment and a resolution of plaintiff’s board of directors.

The exchange of writings between the parties should receive a reasonable construction in accordance with the intention of the parties. Empire Rubber Mfg. Co. v. Morris, 73 N. J. L. 602, 610 (E. & A. 1906). If any ambiguities exist, the documents must be construed most strongly against the party who prepared them and chose the language employed. Moses v. Edward H. Ellis, Inc., 4 N. J. 315 (1950). A public agency such as the Turnpike Authority is not immune from these principles of construction. Terminal Const. Corp. v. Bergen Cty. etc., Dist. Auth., 18 N. J. 294 (1955). In such a light, the letter of Fovember 12, 1973 from Peter A. Mattia, right of way manager of the Turnpike Authority, expresses an offer to pay taxes and interest if plaintiff should execute the tendered right of entry permit. Plaintiff’s execution of the agreement and return to Mattia constituted an acceptance of the offer. At that point a contract sprung into being. Al-Sco Realty Co. v. Suburban Apt. Corp., 138 N. J. Eq. 497 (Ch. 1946), aff’d 141 N. J. Eq. 40 (E. & A. 1947); Hardy v. Hangen, 134 N. J. Eq. 176, 181 (Ch. 1943).

The only possibly discernible legal barrier to the enforcement of the contract, in view of the fact that an interest in real property is involved, is the statute of frauds, N. J. S. A. 25:1—5(d). It is by no means certain, however, that *9the statute completely bars plaintiff’s cause oí action. The letter of November 12, 1973 might well be construed as such a writing as would satisfy the statute. See Herzog v. Tidaback, 67 N. J. Super. 14, 18 (Ch. Div. 1961). The Turnpike Authority does not deny that Mattia was empowered to act in its behalf, nor does it contend that the acquisition of a right of entry to plaintiff’s land lacked its approval.

The trial judge was aware that a number of other property owners were in a similar position vis-á-vis the Turnpike Authority, as is evidenced by the companion cases of Boyarin v. N. J. Turnpike Authority (A—411—75) and Weidenfeld v. N. J. Turnpike Auth. (A-412-75), 75 N. J. 421. In my view, it was inappropriate to grant summary judgment on such a meager record when the ruling would have a broad-reaching effect on the relationship between the owners of property and a major instrumentality of the State. See Jackson v. Muhlenberg Hospital, 53 N. J. 138, 141-142 (1969). I see no merit to defendant’s argument based on the principles of frustration of purpose. While the Turnpike Authority was prevented from construction of the highway it proposed to construct across plaintiff’s land, South Brunswick Tp. v. N. J. Turnpike Auth., 129 N. J. Super. 126 (App. Div. 1974), certif. den. 66 N. J. 334 (1974), it was not prevented from paying the sums it had agreed to pay for the right of entry permit.

I would reverse and remand for a plenary trial on all issues.