NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court ."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-1200-23
ASDAL HOLDINGS, LLC,
Plaintiff-Appellant,
v.
DOUGLAS MARTIN and KRISTA DECKHUT,
Defendants-Respondents,
and
JENNIFER MERCER,
Plaintiff/Intervenor- Repondent,
Defendant-Appellant,
DOUGLAS MARTIN and KRISTA DECKHUT, Defendants-Respondents,
CALIFON BOROUGH,
Defendant/Intervenor- Respondent. ___________________________
Submitted March 5, 2025 – Decided August 4, 2025
Before Judges Rose and DeAlmeida.
On appeal from the Superior Court of New Jersey, Chancery Division, Hunterdon County, Docket No. C- 014017-22.
Williams Graffeo & Stern LLC, attorneys for appellant (Thomas M. Lenney and Stephen D. Santini, Jr., on the brief).
Wilhelm & Roemersma, PC, attorneys for respondents Douglas Martin and Krista Deckhut (Scott M. Wilhelm, on the brief).
John F. Rimmele, attorney for respondent Jennifer Mercer.
Woolson Anderson Peach, PC, attorney for respondent Califon Borough (Mark S. Anderson, on the brief).
PER CURIAM
Plaintiff Asdal Holdings, LLC appeals from the November 7, 2023
Chancery Division amended final judgment denying its request for specific
A-1200-23 2 performance of a contract to purchase real property owned by defendants
Douglas Martin and Krista Deckhut and other relief and dismissing its complaint
with prejudice. We affirm.
I.
The following facts were found by the trial court after a two-day
evidentiary hearing. Defendants owned real property identified in the tax
records of intervenor defendant Califon Borough (Borough) as Block 6, Lot 27
and Lot 41 (the Property). Lot 41 was a unique parcel on which there was a
historic train depot that had not been in operation for about sixty years. A
funeral home previously operated by Deckhut's parents was located on Lot 27,
which was adjacent to Lot 41. Both lots had frontage on Academy Street.
On March 11, 1981, Deckhut's father and Douglas D. Martin purchased
the Property as tenants in common.1 Deckhut inherited her father's interest in
the Property on May 27, 2019. After the inheritance, defendants each owned a
one-half interest in the Property.
Deckhut also owned adjacent real property identified in the Borough's tax
records as Block 6, Lot 23 (residence) and Lot 24 (lawn) (collectively, the
1 It is unclear if Douglas D. Martin is defendant Martin or a predecessor in interest in the Property. A-1200-23 3 Deckhut Property). She resided in a single-family home on Lot 23 since 1978.
The Deckhut Property did not have frontage on a public street. The only access
to a public street from the Deckhut Property was a dirt and gravel road on Block
6, Lot 25, the owner of which was uncertain, to the property line of Lot 41.
At that point, the dirt and gravel road continued over a grassy section of
Lot 41 to a point where one must either cross a paved parking lot on Lot 41 to
access Academy Street, or enter adjoining Lot 22, an undeveloped parcel owned
by intervenor plaintiff Jennifer Mercer, and cross Lot 22 to access Center Street.
Center Street did not connect to the dirt and gravel road at the border of Lot 25.
To cross from Lot 25 to Center Street across Lot 22 one had to traverse a grassy
area with sewer grates and navigate around two utility poles. In addition, in
2012, Mercer installed a metal chain at the end of the paved portion of Center
Street to prevent cars from turning around on Lot 22. Deckhut never crossed
Lot 22 to access Center Street and always traveled over the paved parking lot on
Lot 41 to access Academy Street.
In 2021, defendants decided to sell the Property. Deckhut thought Lot 41
was subject to an easement allowing access from the Deckhut Property across
the grassy area and paved parking lot to Academy Street. Before she listed the
A-1200-23 4 Property for sale, Deckhut conferred with an attorney, who confirmed Lot 41
was subject to such an easement.
Deckhut's understanding of the easement was reflected in the multiple
listing service for the Property. The listing noted the two lots comprising the
Property were offered for sale together and the Property was subject to an
easement in the form of a driveway. Deckhut informed the realtor about the
easement because without it she would lose access to Academy Street from her
home. Deckhut would never have agreed to relinquish the easement or
consummate a sale of the Property that extinguished the easement.
Plaintiff was in the business of buying, developing, and renting residential
and commercial real estate. Plaintiff's principal, William Charles Asdal, was
interested in purchasing the Property for restoration and development. After
Asdal toured the Property and conducted reasonable due diligence, plaintiff
offered defendants $250,000 to purchase the Property.
On August 23, 2021, plaintiff and defendants executed a contract of sale.
Plaintiff paid a $10,000 deposit, with the balance of the purchase price due after
it received clear title to the Property. Paragraph 11 of the contract provided in
relevant part:
This sale will be subject to utility and other easements and restrictions of record, if any, and such state of facts
A-1200-23 5 as an accurate survey might disclose, provided such easement or restriction does not unreasonably limit the use of the Property. Generally, an easement is a right of a person other than the owner of property to use a portion of the property for a special purpose. . . . Buyer does not have to complete the purchase, however, if any easement, restriction or facts disclosed by an accurate survey would substantially interfere with the use of the Property for residential purposes.
Plaintiff retained a title company to conduct a title search and provide title
insurance. Upon receipt of the title binder, defendants' attorney questioned an
item suggesting there might be an easement on Lot 41 allowing access from the
Deckhut Property to Center Street. There was no mention in the title binder of
an easement on Lot 41 allowing access from the Deckhut Property to Academy
Street.
On September 20, 2021, defendants' attorney sent a letter to the title
company stating Deckhut wanted to retain access from the Deckhut Property
over the Property to Academy Street. He offered to draft the appropriate
documents to create such an easement if the title company was of the opinion
Deckhut's claimed easement did not exist.
Plaintiff responded via letter from Asdal the same day. He stated:
I am aware that there are no described driveway easements overlaying lots 27 and 41 and in no case past Center Street for the cited "dirt drive." The prior surveys have been reviewed, tax maps reviewed, and
A-1200-23 6 title work all showed no formal easements of record aligning with your clients['] request. No metes and bounds, named parties, or conferred rights, simply a reference to access a dirt drive up to Center Street.
As the buildings on each lot need septic installations, no additional easements are available to the sellers at this time.
I would be amenable to a six-month (renewable one time) license to temporarily pass across the existing parking lot to Academy Street until such time as Krista Deckhut (and her neighbor) can secure an easement over the Columbia Trail and onto Railroad Avenue or formalize their access to Center Street.
To reach Railroad Avenue from Lot 23, would have required Deckhut to
cross Lot 25, Lot 26, and the Columbia Trail, a public walking path running
parallel to Railroad Avenue. The record does not establish the owners of Lot 26
and the Columbia Trial, which appears to be located on the right of way for the
railroad tracks once served by the depot on Lot 41. No party argued crossing
Lot 25, Lot 26, and the Columbia Trail is a viable alternative to provide access
to the Deckhut Property to Railroad Avenue. 2
2 Asdal's reference to Deckhut's neighbor appears to be an acknowledgment that a parcel adjacent to the Deckhut Property, on which there was a residence, also did not have frontage on a public street and the owner of that parcel used the same path as Deckhut over Lots 25 and 41 to access Academy Street. The owner of that parcel was not a party in the trial court. A-1200-23 7 Plaintiff believed an easement over the parking lot on Lot 41 to Academy
Street would degrade the value of the Property and render it useless because
such an easement would interfere with plaintiff's ability to install a new septic
system on the Property.
Deckhut rejected plaintiff's offer of a temporary license. She retained an
expert, who opined there was "no question" Lot 41 was subject to an easement
to permit access from the Deckhut Property to Academy Street. In reaching his
opinion, the expert relied on a 1960 deed conveying Lot 41 from Central
Railroad to a prior owner. The deed indicates the conveyance is subject to the
"rights of the public, if any, in and to any driveways located on or crossing" Lot
41 and an accompanying survey depicting a driveway originating on Lot 23
crossing the paved parking lot on Lot 41.
After exchanging a series of correspondences, the parties to the contract
reached an impasse with respect to the existence of the easement. Plaintiff
ultimately took the position an easement permitted access from the Deckhut
Property to Center Street across Lot 22, but no easement permitted access from
the Deckhut Property to cross Lot 41 to access Academy Street. Plaintiff sent
defendants a time-is-of-the-essence letter fixing a date and time for the closing
of title.
A-1200-23 8 Defendants did not appear at the closing. Deckhut, who was aware of the
time-is-of-the-essence letter, did not intend to sell the Property without securing
an easement affording the Deckhut Property access to Academy Street by
crossing Lot 41.
On May 17, 2022, plaintiff filed a complaint in the Chancery Division
against defendants, alleging defendants' failure to close on the transfer of title
to the Property constituted a breach of contract and of the implied covenant of
good faith and fair dealing. Plaintiff sought specific performance of the
contract, application of promissory estoppel to compel the transfer of title if the
contract was invalid, compensatory and punitive damages, and attorney's fees
and costs.
On July 25, 2022, defendants filed an answer and counterclaims against
plaintiff. They alleged there was no meeting of the minds between plaintiff and
defendants on an essential term of the contract and therefore no enforceable
agreement to sell the Property. If, however, the court determined an enforceable
contract existed, defendants sought a declaratory judgment that an easement
existed permitting a right of access from the Deckhut Property across Lot 41 to
Academy Street. Defendants also alleged plaintiff's failure to purchase the
A-1200-23 9 Property subject to such an easement constituted a breach of contract for which
they sought damages and attorney's fees.
The court granted Mercer leave to intervene as a plaintiff. On February
3, 2023, she filed a complaint seeking a declaratory judgment that no easement
or right of access burdens Lot 22.
On February 11, 2023, defendants filed an answer to Mercer's complaint
and Deckhut filed a counterclaim against Mercer alleging tortious interference
with real property rights. Deckhut sought a declaration Lot 22 was subject to an
easement permitting access from the Deckhut Property to Center Street, an
injunction prohibiting Mercer from interfering with Deckhut's right to use that
easement, damages, and attorney's fees. Defendants filed cross-claims against
plaintiff for contribution and indemnification in the event they were found liable
to Mercer for damages.
The court granted the Borough leave to intervene as a defendant. The
Borough filed an answer requesting the court enter judgment protecting its
interest in ensuring access to a public road for all properties in the Borough.
The following witnesses testified at the evidentiary hearing: Asdal,
Deckhut, her land records expert Jacob Pence, Mercer, her land records expert
Daniel May, and James W. Lance, an attorney who was familiar with the 1981
A-1200-23 10 purchase of the Property and represented defendants in conjunction with the
contract for the sale of the Property. The Chiefs of the Califon Fire Department
and Califon First Aid Squad also testified about emergency access to the
Deckhut Property.
On November 7, 2023, Judge Haekyoung Suh issued a comprehensive
written decision finding plaintiff and defendants did not have a meeting of the
minds with respect to an essential element of the sales contract: whether Lot 41
was burdened by an easement affording the Deckhut Properties access to
Academy Street. Thus, the judge concluded no party could establish a breach
of the contract or an entitlement to specific performance.
Judge Suh found credible Asdal's testimony regarding his interest in
purchasing the Property, negotiating the contract, and the break-down in
discussions with respect to the easement on Lot 41. The judge, however, found
Asdal's credibility "faltered when testifying about damages sustained as a result
of the alleged breach of contract by defendants." Judge Suh found plaintiff's
reliance on "a single, self-serving spreadsheet without documents" to support
his claim for $999,500 in damages "was weak and unpersuasive." She found
Asdal's testimony with respect to the easement was not supported by expert
testimony:
A-1200-23 11 While . . . Asdal had experience reviewing deeds, his reliance on his own interpretation of deeds and surveys was not convincing enough to establish the absence of an easement across Lot 41 to Academy Street, or to establish the existence of an easement from Lots 23, 24, 25 and 26 to Center Street.
On the other hand, Judge Suh found Deckhut's testimony "possessed all
the hallmarks of credibility" and concluded she
was entirely believable when she testified about her use of Lot 41 to access Academy Street, and that she would never have signed the contract of sale had she known she would lose the ability to cut across Lot 41 to Academy Street, the only public roadway she has ever used for ingress and egress to and from Lot 23.
The judge accepted the testimony of Lance and Pence, which supported
Deckhut's claim the Deckhut Properties enjoyed an easement over Lot 41 to
access Academy Street.
Judge Suh found Mercer credibly testified she never granted permission
for anyone to traverse Lot 22 to access Center Street and accepted her testimony
she placed a chain across the entrance to Lot 22 to block cars from turning
around on her property at the end of the paved portion of Center Street. That
testimony, the judge found, was corroborated by photographs. The judge
accepted as "grounded in land records and believable," May's "unequivocal"
opinion there was no easement in the chain of title for Lot 22.
A-1200-23 12 Judge Suh found that while the sales contract provided plaintiff's purchase
of the Property was subject to existing easements, "[t]he scope of existing
easements was not defined in the contract of sale, which led the parties to define
the easement as they saw fit for their benefit." The judge concluded: "Each
party formed their own definition of the easement, and they did not coincide
with each other. Because there was no meeting of minds regarding the existence
and scope of an easement across Lot 41, no contract of sale was formed."
The judge also found "[a]lternatively, even if this [c]ourt were to find that
a contract of sale was formed, it is evident that both parties entered into the
contract based on a mistaken belief as to a material fact underlying the terms of
the agreement." That mistaken belief about the existence and scope of an
easement on Lot 41, the judge concluded, negated a meeting of the minds and
rescinded the contract. Judge Suh further concluded she need not decide
whether Lot 41 is encumbered by an easement granting the Deckhut Properties
access to Academy Street.
The judge found because plaintiff and defendants did not form a contract,
no party was entitled to specific performance. In addition, the judge found
plaintiff did not prove defendant breached the covenant of good faith and fair
dealing by seeking to scuttle the contract in order, as it alleged, to sell the
A-1200-23 13 Property at a higher price to a different purchaser.3 The judge concluded
Deckhut's interest in preserving access from her residence to Academy Street
via Lot 41 to prevent the Deckhut Property from becoming landlocked was
sincere and her refusal to close on the sale of the Property to plaintiff was not in
bad faith.
Judge Suh also found plaintiff did not prove entitlement to promissory
estoppel. Apart from making a $10,000 deposit that was returned to plaintiff,
the judge found no detrimental reliance by plaintiff on defendants' actions. In
addition, the judge found plaintiff failed to prove damages, finding some
elements of its claim "unfounded" and "created out of whole cloth." The judge
also concluded the absence of a contract negated defendants' counterclaim for
breach of contract.
Finally, the judge found Mercer proved Lot 22 was not burdened by any
easement. Judge Suh found Mercer's expert "meticulously traced the title on
Lot 22 through each recorded deed from 1876 to March 2012 and found
absolutely no reference to any easement or other access through Lot 22."
3 Plaintiff produced evidence defendants received an offer to Purchase the property for $90,000 more than its offer. A-1200-23 14 A November 7, 2023 amended judgment memorialized Judge Suh's
decision: (1) denying plaintiff's request to enforce the contract and for
declaratory relief and damages; (2) dismissing plaintiff's complaint; (3)
dismissing defendants' counterclaims; (4) declaring Lot 22 is unencumbered by
any easement; and (5) dismissing Mercer's claims for damages.
This appeal followed. Plaintiff argues the trial court erred because: (1)
the existence of a written contract and its plain terms negates a finding plaintiff
and defendants did not have a meeting of the minds; (2) defendants' failure to
raise the question of an easement to traverse Lot 41 during the three-day
attorney-review period for the contract precludes consideration of their claim to
an easement; (3) the record established defendants' bad faith breach of the
contract when they refused to close on the sale of the Property; and (4) plaintiff
proved entitlement to compel the sale of the Property through application of
promissory estoppel. Defendants, Mercer, and the Borough support the
November 7, 2023 amended judgment.
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.
A-1200-23 15 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 the original) (quoting In re
Forfeiture of Pers. Weapons & Firearms Identification Card Belonging to F.M. ,
225 N.J. 487, 506 (2016)).
A valid and enforceable agreement requires: (1) consideration; (2) a
meeting of the minds based on a common understanding of the contract terms;
and (3) unambiguous assent. Atalese v. U.S. Legal Servs. Grp., L.P., 219 N.J.
430, 442-45 (2014). "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 . . . ." Ibid.
A-1200-23 16 "A covenant of good faith and fair dealing is implied in every contract in
New Jersey." Wilson v. Amerada Hess Corp., 168 N.J. 236, 244 (2001) (quoting
Sons of Thunder, Inc v. Borden, Inc., 148 N.J. 396, 420 (1997)). Our Supreme
Court has formulated the covenant as follows:
In every contract there is an implied covenant that neither party shall do anything which will have the effect of destroying or injuring the right of the other party to receive the fruits of the contract; which means that in every contract there exists an implied covenant of good faith and fair dealing.
[Id. at 245 (quoting Sons of Thunder, 148 N.J. at 421).] To establish a claim for breach of the covenant, the claimant must allege conduct
by the opposing party which "destroyed [the claimant]'s reasonable expectations
and right to receive the fruits of the contract . . . ." Sons of Thunder, 148 N.J.
at 425.
"Four separate factual elements must be proved prima facie to justify
application of" promissory estoppel. Malaker Corp. Stockholders Protective
Comm. v. First Jersey Nat'l Bank, 163 N.J. Super. 463, 479 (App. Div. 1978).
The factors are:
(1) a clear and definite promise by the promisor; (2) the promise must be made with the expectation that the promisee will rely thereon; (3) the promisee must in fact reasonably rely on the promise[;] and (4) detriment of a definite and substantial nature must be incurred in reliance on the promise.
A-1200-23 17 [Ibid. (citing E.A. Coronis Assocs. v. M. Gordon Constr. Co., 90 N.J. Super. 69, 74-79 (App. Div. 1966)).]
Review of a court's application of an equitable doctrine is "limited" and
we "will not substitute our judgment for that of the trial judge in the absence of
a clear abuse of discretion." N.Y. Mortg. as Trustee v. Deely, 466 N.J. Super.
387, 397 (App. Div. 2021); see also Sears Mortg. Corp. v. Rose, 134 N.J. 326,
353-54 (1993) (applying the abuse of discretion standard when reviewing
equitable remedies).
Having reviewed plaintiff's arguments in light of the record and applicable
legal principles, we affirm the November 7, 2023 amended judgment for the
reasons stated by Judge Suh in her thoughtful and well-reasoned written opinion.
Affirmed.
A-1200-23 18