NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT ___________
No. 25-2138 __________
ALBERT NAH, Appellant
v.
CARVANA CO. ____________________________________
On Appeal from the United States District Court for the District of New Jersey (D.C. Civil Action No. 1:25-cv-04300) District Judge: Honorable Edward S. Kiel ____________________________________
Submitted Pursuant to Third Circuit LAR 34.1(a) October 9, 2025
Before: SHWARTZ, MONTGOMERY-REEVES, and SCIRICA, Circuit Judges
(Opinion filed: October 20, 2025) ___________
OPINION* ___________
* This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 does not constitute binding precedent. PER CURIAM
Albert Nah appeals pro se from an order of the District Court dismissing his civil
complaint with prejudice. For the following reasons, we will affirm the District Court’s
judgment.
Nah filed a complaint against Carvana Co., an online used car retailer, alleging
claims for breach of contract and breach of the implied covenant of good faith and fair
dealing. He applied to proceed in forma pauperis (IFP) pursuant to 28 U.S.C.
§ 1915(a)(1). In an order entered May 27, 2025, the District Court considered the
application, but could not conclude from the information provided whether Nah was
unable to pay the filing fee, and, thus, whether he was eligible to proceed IFP.
Nevertheless, in that same order, the District Court used its authority to screen the
complaint, and dismissed it with prejudice after determining that the claims were
frivolous. See 28 U.S.C. § 1915(e)(2)(B)(i); see also Brown v. Sage, 941 F.3d 655, 659-
60 (3d Cir. 2019) (en banc) (holding that “a court has authority to dismiss a case ‘at any
time,’ [under § 1915(e)(2)], regardless of the status of a filing fee”). Nah timely
appealed.
We have jurisdiction under 28 U.S.C. § 1291, and exercise plenary review over
the District Court’s sua sponte dismissal of the complaint as frivolous under
§ 1915(e)(2)(B)(i). See Allah v. Seiverling, 229 F.3d 220, 223 (3d Cir. 2000); Dooley v.
Wetzel, 957 F.3d 366, 373-74 (3d Cir. 2020). “To be frivolous, a claim must rely on an
2 ‘indisputably meritless legal theory’ or a ‘clearly baseless’ or ‘fantastic or delusional’
factual scenario.” Mitchell v. Horn, 318 F.3d 523, 530 (3d Cir. 2003) (quoting Neitzke v.
Williams, 490 U.S. 319, 327-28 (1989)).
In his complaint, Nah alleged that on March 11, 2025, he sent a package to
Carvana that included a “Vehicle Purchase Agreement & Security Agreement, Notice of
Tender of Performance, Notice of Intent to Establish Power of Attorney, and a Durable
Power of Attorney,” for purposes of purchasing a 2024 Porsche Cayenne. The package
also included “a negotiable instrument with a restrictive indorsement as tender of
payment.” The next day, Nah filed a UCC Financing Statement with the State of New
Jersey, purporting to perfect a security interest in the vehicle. Carvana allegedly received
the package on March 17, 2025, but it “neither acknowledged nor responded” to it. Nah
sent Carvana a “Notice of Default and Opportunity to Cure” on March 31, 2025, but
received no response. He brought suit, claiming that Carvana is liable for breach of
contract and breach of implied covenant of good faith and fair dealing based on its failure
“to acknowledge, honor, or respond to the tender of performance” or to cure the alleged
default. He sought specific performance and damages.
After considering these allegations and the attached exhibits, we agree with the
District Court that the claims are frivolous because there was no enforceable contract.
Under New Jersey law, which the District Court properly applied,1 a contract requires
1 The District Court’s jurisdiction over this case was grounded in diversity, see 28 U.S.C. 3 “offer and acceptance . . . sufficiently definite ‘that the performance to be rendered by
each party can be ascertained with reasonable certainty.’” Weichert Co. Realtors v.
Ryan, 608 A.2d 280, 284 (N.J. 1992) (citation omitted). Thus, for a contract to be
binding, “there must be an unqualified acceptance of the offer.” Graziano v. Grant, 741
A.2d 156, 162 (N.J. Super. Ct. App. Div. 1999). The facts alleged here do not indicate
that Carvana accepted Nah’s offer to purchase the vehicle.
“Acceptance may come either from words, creating an express contract, or from
conduct, creating a contract implied-in-fact.” Id. Nah admits that Carvana did not
respond to the offer, and, as the District Court observed, the “Vehicle Purchase
Agreement and Security Agreement” attached to the complaint is not signed by either
party.2 In the absence of a response from Carvana, Nah argues that its silence constitutes
an acceptance. We disagree. “Silence alone does not ordinarily manifest acceptance.”
§ 1332. Although Nah cited federal statutes in his complaint, he asserted only state law claims for relief, and he pleaded that he is a resident of New Jersey, Carvana is a Delaware corporation whose principal place of business is in Arizona, and the alleged contract was for more than $75,000. See 28 U.S.C. § 1332(c)(1) (providing that a corporation is “deemed a citizen of every State and foreign state by which it has been incorporated and of the State or foreign state where it has its principal place of business”). As the forum state, New Jersey law applies. See Stephens v. Clash, 796 F.3d 281, 289 (3d Cir. 2015) (noting that “[a] federal court must apply the substantive laws of its forum state in diversity actions” (citation omitted)). 2 On appeal, Nah provides a copy of the Agreement which is signed by him. However, our review is limited to evidence which was before the District Court, see Kobell v. Suburban Lines, Inc., 731 F.2d 1076, 1079 n.3 (3d Cir. 1984), and, in any event, the Agreement here is not signed by Carvana. 4 Graziano, 741 A.2d at 162. Although “relationships between the parties or other
circumstances may justify the offerors expecting a reply, and, therefore, assuming that
silence indicates assent to the proposal,” Weichert, 608
A.2d at 284, Nah did not allege any relationship or circumstances from which acceptance
of the contract could be implied. In particular, he did not allege that Carvana took the
negotiated instrument for value or collection. Cf. id. at 285 (explaining that silence may
constitute acceptance where the offeree takes a benefit from the offeror).
Because there was no acceptance by Carvana, there was no valid contract, and,
therefore, Nah’s claim for breach of contract is baseless.3 And “[i]n the absence of a
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NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT ___________
No. 25-2138 __________
ALBERT NAH, Appellant
v.
CARVANA CO. ____________________________________
On Appeal from the United States District Court for the District of New Jersey (D.C. Civil Action No. 1:25-cv-04300) District Judge: Honorable Edward S. Kiel ____________________________________
Submitted Pursuant to Third Circuit LAR 34.1(a) October 9, 2025
Before: SHWARTZ, MONTGOMERY-REEVES, and SCIRICA, Circuit Judges
(Opinion filed: October 20, 2025) ___________
OPINION* ___________
* This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 does not constitute binding precedent. PER CURIAM
Albert Nah appeals pro se from an order of the District Court dismissing his civil
complaint with prejudice. For the following reasons, we will affirm the District Court’s
judgment.
Nah filed a complaint against Carvana Co., an online used car retailer, alleging
claims for breach of contract and breach of the implied covenant of good faith and fair
dealing. He applied to proceed in forma pauperis (IFP) pursuant to 28 U.S.C.
§ 1915(a)(1). In an order entered May 27, 2025, the District Court considered the
application, but could not conclude from the information provided whether Nah was
unable to pay the filing fee, and, thus, whether he was eligible to proceed IFP.
Nevertheless, in that same order, the District Court used its authority to screen the
complaint, and dismissed it with prejudice after determining that the claims were
frivolous. See 28 U.S.C. § 1915(e)(2)(B)(i); see also Brown v. Sage, 941 F.3d 655, 659-
60 (3d Cir. 2019) (en banc) (holding that “a court has authority to dismiss a case ‘at any
time,’ [under § 1915(e)(2)], regardless of the status of a filing fee”). Nah timely
appealed.
We have jurisdiction under 28 U.S.C. § 1291, and exercise plenary review over
the District Court’s sua sponte dismissal of the complaint as frivolous under
§ 1915(e)(2)(B)(i). See Allah v. Seiverling, 229 F.3d 220, 223 (3d Cir. 2000); Dooley v.
Wetzel, 957 F.3d 366, 373-74 (3d Cir. 2020). “To be frivolous, a claim must rely on an
2 ‘indisputably meritless legal theory’ or a ‘clearly baseless’ or ‘fantastic or delusional’
factual scenario.” Mitchell v. Horn, 318 F.3d 523, 530 (3d Cir. 2003) (quoting Neitzke v.
Williams, 490 U.S. 319, 327-28 (1989)).
In his complaint, Nah alleged that on March 11, 2025, he sent a package to
Carvana that included a “Vehicle Purchase Agreement & Security Agreement, Notice of
Tender of Performance, Notice of Intent to Establish Power of Attorney, and a Durable
Power of Attorney,” for purposes of purchasing a 2024 Porsche Cayenne. The package
also included “a negotiable instrument with a restrictive indorsement as tender of
payment.” The next day, Nah filed a UCC Financing Statement with the State of New
Jersey, purporting to perfect a security interest in the vehicle. Carvana allegedly received
the package on March 17, 2025, but it “neither acknowledged nor responded” to it. Nah
sent Carvana a “Notice of Default and Opportunity to Cure” on March 31, 2025, but
received no response. He brought suit, claiming that Carvana is liable for breach of
contract and breach of implied covenant of good faith and fair dealing based on its failure
“to acknowledge, honor, or respond to the tender of performance” or to cure the alleged
default. He sought specific performance and damages.
After considering these allegations and the attached exhibits, we agree with the
District Court that the claims are frivolous because there was no enforceable contract.
Under New Jersey law, which the District Court properly applied,1 a contract requires
1 The District Court’s jurisdiction over this case was grounded in diversity, see 28 U.S.C. 3 “offer and acceptance . . . sufficiently definite ‘that the performance to be rendered by
each party can be ascertained with reasonable certainty.’” Weichert Co. Realtors v.
Ryan, 608 A.2d 280, 284 (N.J. 1992) (citation omitted). Thus, for a contract to be
binding, “there must be an unqualified acceptance of the offer.” Graziano v. Grant, 741
A.2d 156, 162 (N.J. Super. Ct. App. Div. 1999). The facts alleged here do not indicate
that Carvana accepted Nah’s offer to purchase the vehicle.
“Acceptance may come either from words, creating an express contract, or from
conduct, creating a contract implied-in-fact.” Id. Nah admits that Carvana did not
respond to the offer, and, as the District Court observed, the “Vehicle Purchase
Agreement and Security Agreement” attached to the complaint is not signed by either
party.2 In the absence of a response from Carvana, Nah argues that its silence constitutes
an acceptance. We disagree. “Silence alone does not ordinarily manifest acceptance.”
§ 1332. Although Nah cited federal statutes in his complaint, he asserted only state law claims for relief, and he pleaded that he is a resident of New Jersey, Carvana is a Delaware corporation whose principal place of business is in Arizona, and the alleged contract was for more than $75,000. See 28 U.S.C. § 1332(c)(1) (providing that a corporation is “deemed a citizen of every State and foreign state by which it has been incorporated and of the State or foreign state where it has its principal place of business”). As the forum state, New Jersey law applies. See Stephens v. Clash, 796 F.3d 281, 289 (3d Cir. 2015) (noting that “[a] federal court must apply the substantive laws of its forum state in diversity actions” (citation omitted)). 2 On appeal, Nah provides a copy of the Agreement which is signed by him. However, our review is limited to evidence which was before the District Court, see Kobell v. Suburban Lines, Inc., 731 F.2d 1076, 1079 n.3 (3d Cir. 1984), and, in any event, the Agreement here is not signed by Carvana. 4 Graziano, 741 A.2d at 162. Although “relationships between the parties or other
circumstances may justify the offerors expecting a reply, and, therefore, assuming that
silence indicates assent to the proposal,” Weichert, 608
A.2d at 284, Nah did not allege any relationship or circumstances from which acceptance
of the contract could be implied. In particular, he did not allege that Carvana took the
negotiated instrument for value or collection. Cf. id. at 285 (explaining that silence may
constitute acceptance where the offeree takes a benefit from the offeror).
Because there was no acceptance by Carvana, there was no valid contract, and,
therefore, Nah’s claim for breach of contract is baseless.3 And “[i]n the absence of a
contract, there can be no breach of an implied covenant of good faith and fair dealing.”
Cumberland Farms, Inc. v. N.J. Dep’t of Envtl. Prot., 148 A.3d 767, 779 (N.J. Super. Ct.
App. Div. 2016) (citation omitted). We therefore agree with the District Court that the
claims were frivolous, and that amendment to the complaint would be futile.4 See
3 We note that, because there was no valid contract between the parties, Nah’s attempt to record a security interest in the vehicle, which he admits was filed in New Jersey before Carvana allegedly received the package, was invalid. See First Cnty. Nat’l Bank & Tr. Co. v. Canna, 305 A.2d 442, 444 (N.J. Super. Ct. App. Div. 1973) (explaining that “a security interest in collateral cannot be created or established absent an agreement between the parties that it attach” (citation omitted)). 4 Nah argues on appeal that Carvana violated various federal laws and his constitutional rights. He did not present these claims in the District Court, and therefore we will not consider them. See Del. Nation v. Pennsylvania, 446 F.3d 410, 416 (3d Cir. 2006) (stating that “[a]bsent exceptional circumstances, this Court will not consider issues raised for the first time on appeal”). 5 LaSpina v. SEIU Pa. State Council, 985 F.3d 278, 291 (3d Cir. 2021) (explaining that
“leave to amend need not be granted if amendment would be futile or inequitable”
(internal quotation marks omitted)). Accordingly, the District Court properly dismissed
the complaint with prejudice.
Based on the foregoing, we will affirm the District Court’s judgment.5
5 Nah’s motion for expedited review is denied. 6