George Ntim v. Cubesmart Management, LLC

• Court: New Jersey Superior Court Appellate Division
• Decided: December 15, 2025
• Docket: A-3274-24
• Status: Unpublished

Opinion

NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court ."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-3274-24

GEORGE NTIM,

Plaintiff-Appellant,

v.

CUBESMART MANAGEMENT, LLC,

Defendant-Respondent. ________________________

Argued December 2, 2025 – Decided December 15, 2025

Before Judges Chase and Augostini.

On appeal from the Superior Court of New Jersey, Law Division, Union County, Docket No. L-0954-25.

Michael J. Paragano argued the cause for appellant (Nagel Rice, LLP, attorneys; Bruce H. Nagel, on the briefs).

Gary N. Smith argued the cause for respondent (Kerley Walsh Matera & Cinquemani, PC, attorneys; Gary N. Smith, on the brief).

PER CURIAM Plaintiff George Ntim appeals from an order granting defendant

Cubesmart Management LLC's motion to stay the matter and compel arbitration.

Because the trial court decided disputed factual issues regarding the

enforceability of a rental contract without conducting an evidentiary hearing, we

vacate the order and remand for proceedings consistent with this opinion.

I.

Since 2018, plaintiff has rented a storage unit from defendant. In the unit,

he stored, among other items: valuable sports memorabilia, records, and many

personal effects related to plaintiff's charitable activities.

At no time during the rental period did the parties enter into a written lease

agreement. Each year, the parties' practice was to verbally renegotiate a

thirteen-month rental lease agreement, and plaintiff would pay the fee for the

thirteen-month term before it started. Plaintiff contends that this practice of

renewing the rental lease continued until December 2023.

In the fall of 2023, as the lease term neared its end, plaintiff asserts that

he reached out to defendant "in an attempt to negotiate a new lease, but [his]

calls were not returned." Plaintiff made further attempts to reach defendant's

staff to negotiate a new lease and resolve his outstanding balance to no avail.

A-3274-24 2 Plaintiff contends that he continued to make efforts to reach defendant's staff

into January 2024.

In January 2024, defendant sent plaintiff a written rental agreement. A

notice attached to the agreement alerted plaintiff that "action was required" and

stated in bold:

You are receiving this Notice because your Cube will automatically be subject to the enclosed self-storage lease agreement thirty (30) days after the date of this Notice ("DATE") [] (March 1, 2024)[.]

It further specified:

Please be advised that, upon payment of any and all past due balance(s), you have the right to vacate your Cube and terminate your tenancy at any time before the Effective Date if you do not agree to the terms of the self-storage lease agreement. Your termination notice must be in writing and delivered to the Facility Address above. If we do not receive your termination notice before the effective date, the terms of the enclosed self- storage lease agreement will govern your use of the Cube.

Regarding a signature, the notice explained:

Please sign the enclosed self-storage lease agreement[] where indicated and return (1) original self-storage lease agreement to us in the enclosed envelope. We are requesting your signature for our files; however, the enclosed restated self-storage lease agreement will govern your use of the Cube on and after the Effective Date even if we do not receive your signature.

A-3274-24 3 The lease agreement included a "[b]inding [a]rbitration" provision

requiring that any dispute arising from the agreement "will be finally and

exclusively resolved by binding arbitration."

Upon receipt of this new written agreement, plaintiff continued reaching

out to defendant; however, plaintiff did not respond to the notice or formally

reject the lease agreement. Plaintiff asserts that he continued negotiations with

defendant's staff before and after the March 1 deadline, making multiple calls

and sending an email to defendant's chief executive officer on March 29, 2024.

On April 1, 2024, defendant renewed its "take it or leave it" offer,

proposing that plaintiff "pay $394.00 per month for the prior months and a rate

of $199.00 going forward." On April 9, 2024, plaintiff received a voicemail

from defendant's Senior Vice President, and upon returning the call, "was

advised . . . for the first time, that the contents of his unit had been sold."

Defendant subsequently mailed plaintiff a check for $3,670.70, purporting to

represent the surplus proceeds from the sale of plaintiff's stored belongings.

In March 2025, plaintiff filed an order to show cause and verified

complaint regarding the whereabouts of the contents of the storage unit. In

response, defendant filed a cross-motion to compel arbitration pursuant to the

arbitration provision contained in the written lease. On May 9, 2025, based on

A-3274-24 4 the papers submitted, the court issued an order and accompanying written

decision, finding the written agreement and the arbitration clause therein

enforceable, and determined that plaintiff's claims fell within the arbitration

provision. The court stayed the case and directed the parties "to commence

arbitration of the pending matter before a mutually agreed upon arbitrator." This

appeal followed.

II.

"Orders compelling arbitration are deemed final for purposes of appeal."

Hirsch v. Amper Fin. Servs., LLC, 215 N.J. 174, 186 (2013); see also R. 2:2-

3(b)(8). We review such determinations de novo. Hirsch, 215 N.J. at 186. In

conducting our de novo review, "we are mindful of the strong preference to

enforce arbitration agreements, both at the state and federal level." Hirsch, 215

N.J. at 186.

"The fundamental elements of contract formation are mutual asset, offer

and acceptance, [and] consideration." Fazio v. Altice U.S., 261 N.J. 90, 103

(2025) (alterations in original) (quoting Comprehensive Neurosurgical, P.C. v.

Valley Hosp., 257 N.J. 33, 65 (2024)) (internal quotation marks omitted). "A

contract arises from [an] offer and acceptance and must be sufficiently definite

that the performance to be rendered by each party can be ascertained with

A-3274-24 5 reasonable certainty." Goldfarb v. Solimine, 245 N.J. 326, 339 (2021) (quoting

Weichert Co. Realtors v. Ryan, 128 N.J. 427, 435 (1992)) (internal quotations

omitted). Further, "[t]he parties are bound by the contracts they make for

themselves, with the understanding that 'a meeting of the minds is an essential

element to the valid consummation' of any agreement." Barr v. Barr, 418 N.J.

Super. 18, 32 (App. Div. 2011) (quoting Ctr. 48 Ltd. P'ship v. May Dep't Stores

Co., 355 N.J. Super. 390, 406 (App. Div. 2002)).

"An agreement to arbitrate, like any other contract, 'must be the product

of mutual assent, as determined under customary principles of contract law.'"

Atalese v. U.S. Legal Servs. Grp., L.P., 219 N.J. 430, 442,

(2014) (quoting NAACP of Camden Cnty. E. v. Foulke Mgmt. Corp., 421 N.J.

Super. 404, 424, (App. Div. 2011)). "[A]n arbitration provision cannot be

enforced against an employee who does not sign or otherwise explicitly indicate

his or her agreement to it." Leodori v. Cigna Corp., 175 N.J. 293, 306 (2003).

III.

Guided by these governing principles, we address the enforceability of the

unsigned lease agreement and its arbitration provision. Without an evidentiary

hearing or oral argument, the trial court determined the written lease agreement

was self-executing, and therefore, "automatically renew[ed] the lease

A-3274-24 6 agreement." The court explained that "[p]laintiff's failure to follow the

procedure to terminate the vacancy within the allotted time triggered the

automatic renewal, leading the terms of the [a]greement to govern the use of the

storage unit." Concerning the lack of plaintiff's signature on the written

agreement, the court found that the notice attached to the lease agreement

"clearly and unambiguously stated that the signature was 'for our files,' which

can be construed to mean that the signature was for purely administrative

purposes."

It is undisputed that plaintiff received the notice of the lease agreement

but never signed it. Because plaintiff did not formally reject the agreement or

vacate the storage unit, the court held the terms of the agreement became

enforceable. However, the lack of a signature did not end the trial court's

inquiry. Because plaintiff did not sign the agreement, thereby affirmatively

demonstrating his assent to it, the question became whether plaintiff assented to

the agreement by his conduct in a manner sufficient to bind him to the arbitration

provision in the agreement.

"An arbitration agreement must be the result of the parties' mutual assent

. . . ." Skuse v. Pfizer, Inc., 244 N.J. 30, 50 (2020) (quoting Atalese, 219 N.J. at

442). "New Jersey contract law recognizes that in certain circumstances,

A-3274-24 7 conduct can constitute contractual assent." Id. at 50. Moreover, "[o]ur

jurisprudence has stressed that when a contract contains a waiver of rights—

whether in an arbitration or other clause—the waiver 'must be clearly and

unmistakably established.'" Ibid.

Additionally, a "parties' actions, course of conduct, oral expressions, or a

combination of the three" may give rise to an "implied-in-fact contract."

Comprehensive Neurosurgical, P.C., 257 N.J. at 71. "Contracts implied in fact

are no different than express contracts, although they exhibit a different way or

form of expressing assent than through statements or writings. Courts often find

and enforce implied promises by interpretation of a promisor's word and conduct

in light of the surrounding circumstances." Id. at 70 (quoting Wanaque Borough

Sewage Auth. v. Twp. of W. Milford, 144 N.J. 564, 574 (1996)). "The modern

view is that '[j]ust as assent may be manifested by words or other conduct,

sometimes including silence, so intention to make a promise may be manifested

in language or by implication from other circumstances.'" Troy v. Rutgers, 168

N.J. 354, 366 (2001) (quoting Restatement (Second) of Conts. § 4 cmt. a (A.L.I.

1981)). Thus, a plenary hearing is often required to resolve such fact -sensitive

scenarios to determine whether the parties acted in a manner sufficient to create

a contract, whether express or implied. Cf. Troy, 168 N.J. at 366 (holding that

A-3274-24 8 "[w]hether the parties acted in a manner sufficient to create implied contractual

terms is a question of fact") (internal citation omitted).

In this case, plaintiff acknowledges receipt of the notice advising him of

the deadline to respond, admits he did not respond to the notice, and that he did

not remove his belongings from the unit. On the other hand, defendant does not

dispute that the parties continued to negotiate terms of the new lease and the

balance owed after the written lease was sent out. Moreover, there is no

evidence of prior written agreements. In other words, the "restated lease," as

defendant refers to it, did not simply renew prior written lease terms. Unlike in

Skuse and Leodori, which are cited by both parties, the record is devoid of any

additional communications to plaintiff prior to the effective date of the written

lease. 244 N.J. at 60-61; 175 N.J. at 306-308. Nor is there evidence that

defendant's staff, during conversations with plaintiff before the effective date of

the written lease reminded defendant of the approaching deadline.

Given the clear showing of these disputed facts regarding whether

plaintiff's conduct constituted a "concrete manifestation" of his assent to the

agreement, and particularly to the arbitration provision, the court erred in

deciding the motion without first conducting a plenary hearing. Leodori, 175

N.J. at 300 (quoting Garfinkel v. Morristown Obstetrics & Gynecology Assocs.,

A-3274-24 9 PA., 168 N.J. 124, 135 (2001)). A hearing permits the parties to develop an

evidentiary record on which the court could properly resolve the disputed issue

of the enforceability of the written agreement.

Further, the court erred by not considering the parties' ongoing verbal

negotiations and mischaracterized those communications as parol evidence. As

a general proposition, "the parol evidence rule prohibits the introduction of

evidence that tends to alter an integrated written document." Conway v. 287

Corp. Ctr. Assocs., 187 N.J. 259, 268 (2006). However, relevant evidence of

"the circumstances leading up to the formation of the contract" that will assist

the court in determining the parties' intent is admissible. Id. at 269 (internal

citation and quotation marks omitted). "In sum, we permit a broad use of

extrinsic evidence to achieve the ultimate goal of discovering the intent of the

parties." Id. at 270. As in the present case, the "judicial interpretive function is

to consider what was written in the context of the circumstances under which it

was written . . . ." Id. at 269. Because the outside communications were relevant

to the issue of whether an enforceable agreement was reached, the trial court

erred in not considering this extrinsic evidence.

"[W]e have repeatedly emphasized that trial judges cannot resolve

material factual disputes upon conflicting affidavits and certifications."

A-3274-24 10 Harrington v. Harrington, 281 N.J. Super. 39, 47 (App. Div. 1995). Yet, that is

what occurred here. Because there were "material factual issues concerning []

plaintiff's mental state, [namely whether he assented to the written agreement],

the court should [have held] an evidentiary hearing." Giannakopoulos v. Mid

State Mall, 438 N.J. Super. 595, 612 (App. Div. 2014).

Moreover, "an agreement to arbitrate must be the product of mutual

assent, as determined under customary principles of contract law." NAACP of

Camden Cnty. E., 421 N.J. Super. at 424-25. "For there to be a meeting of the

minds, parties to an arbitration contract must clearly and unambiguously

understand the 'distinction between resolving a dispute in arbitration and in a

judicial forum.'" Fazio, 261 N.J. at 103 (quoting NAACP of Camden Cnty. E.,

421 N.J. Super. at 445). All the more reason for the court to have held a plenary

hearing.

Accordingly, we vacate the May 9, 2025 order and remand the case for

proceedings consistent with this opinion. Those proceedings must include an

evidentiary hearing on whether the contract and arbitration provision are

enforceable and may include before the hearing any discovery the court within

its discretion deems appropriate to address the issues before it. We take no

position on the ultimate decision.

A-3274-24 11 Vacated and remanded for proceedings consistent with this opinion. We

do not retain jurisdiction.

A-3274-24 12