Johnson Gmc Cadillac, Inc. v. Edwin B. Minchin, III

• Court: New Jersey Superior Court Appellate Division
• Decided: April 20, 2026
• Docket: A-1278-25
• Status: Unpublished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NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court ."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-1278-25

JOHNSON GMC CADILLAC, INC., CHRISTOPHER MCDONALD, ANNE ESKOW, and JASON PALECCO,

Plaintiffs-Appellants,

v.

EDWIN B. MINCHIN, III,

Defendant-Respondent. ___________________________

Submitted March 25, 2026 – Decided April 20, 2026

Before Judges Mayer, Paganelli and Jacobs.

On appeal from the Superior Court of New Jersey, Law Division, Warren County, Docket No. L-0324-25.

Lavery, Selvaggi & Cohen, attorneys for appellants (William H. Pandos, of counsel and on the briefs).

Edwin B. Minchin, III, self-represented respondent.

PER CURIAM Plaintiffs Johnson GMC Cadillac, Inc. (Johnson), Christopher McDonald,

Anne Eskow, and Jason Palecco appeal from a December 15, 2025 trial court

order denying their motion to dismiss various counterclaims asserted by

defendant Edwin B. Minchin, III (Minchin) and to compel arbitration of the

remainder of Minchin's counterclaims. Conducting a de novo review and

applying well-established law, we vacate the court's order and remand for the

trial court to transfer all of the parties' claims to arbitration and stay the matter

pending the arbitration.

I.

We glean the facts and procedural history from the motion record. On

August 25, 2025, plaintiffs filed a verified complaint against Minchin. Plaintiffs

alleged that in March 2024, Minchin decided to purchase a 2021 Cadillac model

CT4 from Johnson.

As part of the sales transaction, Johnson and Minchin executed an Order

Contract. The contract states:

AGREEMENT TO ARBITRATE ALL CLAIMS. . . . . The parties to this agreement agree to arbitrate all claims, disputes, or controversies, including all statutory claims and any state or federal claims ("claims"), that may arise out of or relating to this agreement and the sale or lease identified in this agreement. . . . In the event that any claims are based on a lease, finance, or other agreement between the

A-1278-25 2 parties related to this sale or lease as well as this agreement, and if such lease, finance or other agreement contains a provision for arbitration of claims which conflicts with or is inconsistent with this arbitration provision, the terms of such other arbitration provision shall govern and control.

[(Boldface omitted).]

In addition, Johnson and Minchin executed a "Retail Installment Sale

Contract – Simple Finance Charge (With Arbitration Provision)" (Installment

Contract). (Capitalization modified). The Installment Contract provision states:

"EITHER YOU OR WE MAY CHOOSE TO HAVE ANY DISPUTE

BETWEEN YOU AND US DECIDED BY ARBITRATION." (Boldface

omitted). It further provides:

Any claim or dispute, whether in contract, tort, statute or otherwise (including the interpretation and scope of this Arbitration Provision, any allegation of waiver of rights under this Arbitration Provision, and the arbitrability of the claim or dispute), between you and us or our employees, agents, successors or assigns, which arises out of or relates to your credit application, purchase or condition of this [v]ehicle, this contract or any resulting transaction or relationship (including any such relationship with third parties who do not sign this contract) shall, at your or our election, be resolved by neutral, binding arbitration and not by a court action.

Plaintiffs alleged that during the purchase process, Minchin interacted

multiple times with the individually named plaintiffs. Before delivering the

A-1278-25 3 vehicle, Johnson "agreed to fix a minor cosmetic issue" and "a separate issue

affecting the suspension, . . . at no charge to" Minchin. Minchin "grew impatient

and frustrated" with the repairs and, on or about April 30, 2024, "requested to

cancel the contract for the sale of the vehicle." Johnson agreed and refunded

Minchin his down payment.

Plaintiff alleged the "parties were made whole . . . with respect to the

purchase of the vehicle" and "had no further business dealings with" one

another. Nevertheless, Minchin "engage[d] in a malicious campaign to destroy

the reputations of . . . [p]laintiffs" and "wrongfully inflict as much damage upon

the business as possible." Plaintiff contended "in or about July 2025, [Minchin]

registered the internet domain name 'badcadillac.com' ('[w]ebsite') and . . .

posted a malicious, false, and vile manifesto about . . . [p]laintiffs." (Boldface

omitted). In addition, plaintiffs alleged Minchin referred to the individual

plaintiffs by "viciously derogatory terms." Moreover, Minchin had "been

handing out business cards to people in the automotive industry, and elsewhere,

urging them to visit his vile [w]ebsite defaming [p]laintiffs."

Plaintiffs' five-count complaint alleged defamation, defamation by

republication, tortious interference with business relations, injunctive relief, and

civil conspiracy. Plaintiffs' attorney certified the "matter is not presently the

A-1278-25 4 subject . . . of a pending arbitration proceeding. Further, no other . . . arbitration

proceeding is being contemplated at this time."

On September 4, 2025, Minchin filed an answer to the complaint denying

the allegations and asserting various affirmative defenses. Minchin certified the

"matter is not the subject of any . . . arbitration proceeding." In addition,

Minchin asserted nineteen counterclaims. Plaintiffs' moved to dismiss

counterclaims one (violation of the New Jersey Consumer Fraud Act, N.J.S.A.

56:8-1 to -233), four (common law fraud), seven (Civil Racketeer Influenced

and Corrupt Organizations Act, N.J.S.A. 2C:41-1(c)), nine (defamation), twelve

(abuse of process/Strategic Lawsuit Against Public Participation, N.J.S.A.

2A:53A-49 to -61), and fourteen (class action).

On October 9, 2025, plaintiffs moved to compel arbitration and to dismiss,

under Rule 4:6-2(e), defendant's aforementioned counterclaims. The court

heard the parties' arguments on November 6. Minchin opposed the motion,

arguing "there [wa]s no valid arbitration agreement," relying on Atalese v. U.S.

Legal Services Group, L.P., 219 N.J. 430 (2014), and plaintiffs waived their

right to arbitration, relying on Cole v. Jersey City Medical Center, 215 N.J. 265

(2013).

A-1278-25 5 On December 15, 2025, in a written statement of reasons, the court

addressed plaintiffs' motion. The court identified the following reasons for

denying plaintiffs' motion to compel arbitration: (1) "plaintiffs' conduct

constitutes [a] knowing and intentional waiver of their arbitration rights"; (2)

arbitration was "not limited to disputes arising specifically from the sales

contract; instead, it applies broadly to any dispute between the parties"; and (3)

public policy barred arbitration of Minchin's counterclaims because he invoked

"significant public-interest statutes designed to protect the public and deter

systemic consumer fraud and deception."

In addition, the court found "dismissal of [Minchin]'s counterclaims . . .

[wa]s not warranted at this juncture." Instead, "[r]eviewing the pleadings and

counterclaims in depth and with liberality, [it] determine[d] that [Minchin] ha[d]

suggested causes of action under consumer statutes, contract theories, common

law, and constitutional grounds that, if proven, may entitle him to relief."

The court recognized "heightened pleading standards require particularity

in fraud-based claims, [but] at this stage [it wa]s concerned only with the legal

sufficiency of alleged facts apparent on the face of the challenged counterclaim."

In this regard, the court found Minchin "ha[d] incorporated factual allegations

regarding the vehicle purchase, alleged defects, course of dealings, refund, and

A-1278-25 6 subsequent adverse actions that, when viewed in the most favorable light,

suggest the potential for relief." In addition, "[c]laims such as protected speech,

public interest in deceptive practices, and retaliation further sufficiently plead

matters of public concern for which discovery will clarify actionable status."

II.

On appeal, plaintiffs argue the court erred in denying their motion to

compel arbitration of select counterclaims. Plaintiffs assert "the [t]rial [c]ourt

did not find the operative arbitration clauses to be invalid." 1 Nevertheless,

plaintiffs contend the court erred in finding they waived their rights to

arbitration; misread the Installment Contract as imposing a mandatory

obligation to arbitrate "all disputes ever existing between the [p]arties" rather

than the more "permissive" scope provided in the language (emphasis omitted);

1 In his brief, Minchin states "[e]ven if [plaintiff]s had not waived their rights, it is questionable whether a valid, enforceable agreement to arbitrate . . . exists." Although Minchin made the argument before the trial court in opposition to plaintiffs' motion, he did not file a cross-appeal regarding the issue. The New Jersey Supreme Court has "held that a party, in order to attack the actions below which were adverse to him, must pursue a cross-appeal." Franklin Disc. Co. v. Ford, 27 N.J. 473, 491 (1958); see also Burbridge v. Paschal, 239 N.J. Super. 139, 152 (App. Div. 1990) ("In the absence of a cross-appeal by either [party] . . . the Court noted that it 'left in place' that portion of the trial judgment not subject of the appeal."). Because Minchin did not file a cross-appeal, we decline to consider the argument here.

A-1278-25 7 and misapplied public policy to "exclude consumer fraud type claims from

arbitration."

As to the motion to dismiss, plaintiffs argue the court failed to fulfill is

obligation under Rule 1:7-4,2 because the court provided a "blanket[]" review,

without an analysis of "the elements of each challenged" counterclaim, and

"acknowledged . . . a heightened pleading standard [for fraud allegations,] but

failed to explain how exactly the [c]ounterclaim satisfies th[e] burden."

"The interpretation and construction of a contract is a matter of law for

the trial court, subject to de novo review on appeal." Cumberland Farms, Inc.

v. N.J. Dep't of Env't Prot., 447 N.J. Super. 423, 438 (App. Div. 2016). "'It is

well-settled that [c]ourts enforce contracts based on the intent of the parties, the

express terms of the contract, surrounding circumstances and the underlying

purpose of the contract.'" Serico v. Rothberg, 234 N.J. 168, 178 (2018)

(alteration in original) (quoting In re County of Atlantic, 230 N.J. 237, 254

(2017)) (internal quotation marks omitted). "A reviewing court must consider

contractual language in the context of the circumstances at the time of drafting

and . . . apply a rational meaning in keeping with the expressed general purpose.

2 The Rule provides: "The court shall, by an opinion or memorandum decision, either written or oral, find the facts and state its conclusions of law . . . on every motion decided by a written order that is appealable as of right." R. 1:7-4(a). A-1278-25 8 [I]f the contract into which the parties have entered is clear, then it must be

enforced as written." Ibid. (alteration and omission in original) (quoting

Atlantic, 230 N.J. at 254-55). "Contracts should be read 'as a whole in a fair and

common sense manner.'" Manahawkin Convalescent v. O'Neill, 217 N.J. 99,

118 (2014) (quoting Hardy ex rel. Dowdell v. Abdul-Matin, 198 N.J. 95, 103

(2009)).

The court's "task [i]s 'not to rewrite a contract for the parties better than

or different from the one they wrote for themselves.'" Globe Motor Co. v.

Igdalev, 225 N.J. 469, 483 (2016) (quoting Kieffer v. Best Buy, 205 N.J. 213,

223 (2011)). A court has no authority "to rewrite the contract merely because

one might conclude that it might well have been functionally desirable to draft

it differently." Impink ex rel. Baldi v. Reynes, 396 N.J. Super. 553, 560 (App.

Div. 2007) (quoting Karl's Sales & Serv., Inc. v. Gimbel Bros., Inc., 249 N.J.

Super. 487, 493 (App. Div. 1991)). Moreover, a court may not "remake a better

contract for the parties than they themselves have seen fit to enter into, or to

alter it for the benefit of one party and to the detriment of the other." Ibid.

(quoting Karl's Sales & Serv., 249 N.J. Super. at 493).

"The existence of a valid and enforceable arbitration agreement poses a

question of law" requiring the Appellate Division's de novo review. Barr v.

A-1278-25 9 Bishop Rosen & Co., 442 N.J. Super. 599, 605 (App. Div. 2015) (citing Hirsch

v. Amper Fin. Servs., LLC, 215 N.J. 174, 186 (2013)).

"Although the public policy of this State is to favor arbitration as a means

of settling disputes which otherwise would go to court, it is equally true that the

duty to arbitrate, and the scope of the arbitration, are dependent solely on the

parties' agreement." Cohen v. Allstate Ins. Co., 231 N.J. Super. 97, 100-01

(App. Div. 1989) (citation omitted). "The parties may shape their arbitration in

any form they choose and may include whatever provisions they wish to limit

its scope." Id. at 101. "In determining whether a particular dispute is

encompassed by an arbitration provision, as in construing any other contractual

provision, a court's 'goal is to discover the intention of the parties[,]' which

requires consideration of the 'contractual terms, the surrounding circumstances,

and the purpose of the contract.'" Angrisani v. Fin. Tech. Ventures, L.P., 402

N.J. Super. 138, 149 (App. Div. 2008) (alteration in original) (quoting Marchak

v. Claridge Commons, Inc., 134 N.J. 275, 282 (1993)).

Nevertheless, "[i]t is firmly established . . . that '[b]ecause of the favored

status afforded to arbitration, [a]n agreement to arbitrate should be read liberally

in favor of arbitration."' Griffin v. Burlington Volkswagen, Inc., 411 N.J. Super.

515, 518 (App. Div. 2010) (all but first alteration in original) (quoting Garfinkel

A-1278-25 10 v. Morristown Obstetrics & Gynecology Assocs., 168 N.J. 124, 132 (2001))

(internal quotation marks omitted). Thus, "courts operate under a presumption

of arbitrability in the sense that an order to arbitrate the particular grievance

should not be denied unless it may be said with positive assurance that the

arbitration clause is not susceptible of an interpretation that covers the asserted

dispute." Ibid. (quoting EPIX Holdings Corp. v. Marsh & McLennan Cos., Inc.,

410 N.J. Super. 453, 471 (App. Div. 2009)), overruled in part on other grounds

by Hirsch, 215 N.J. at 192-93 (2013) (internal quotation marks omitted).

"When reviewing a motion to compel arbitration, courts apply a

two-pronged inquiry: (1) whether there is a valid and enforceable agreement to

arbitrate disputes; and (2) whether the dispute falls within the scope of the

agreement." Wollen v. Gulf Stream Restoration and Cleaning, LLC, 468 N.J.

Super. 483, 497 (App. Div. 2021). "[W]hen the parties' contract delegates the

question of the arbitrability of a particular dispute to an arbitrator, a court may

not override the contract." Goffe v. Foulke Mgmt. Corp., 238 N.J. 191, 211

(2019) (citing Henry Schein, Inc. v. Archer & White Sales, Inc., 568 U.S. 63,

68 (2019)).

Applying this well-established law, we conclude the trial court

overstepped in its analysis. The parties agreed that issues "including the

A-1278-25 11 interpretation and scope of this Arbitration Provision, any allegation of waiver

of rights under this Arbitration Provision, and the arbitrability of the claim of

dispute . . . shall . . . be resolved by neutral, binding arbitration and not by a

court action." The court impermissibly ventured into these areas when it

rendered its decision. Because the parties contractually agreed these issues were

to be resolved in arbitration, the court should have transferred the matter, in its

entirety, to arbitration. On remand, the matter must be transferred and the

litigation stayed. The parties agreed the Federal Arbitration Act would govern

and the act requires a stay. See 9 U.S.C. § 3.3

The arbitrator may conclude some or all of the parties' claims are not

subject to arbitration. In that circumstance, if a challenged counterclaim is

returned to the Law Division, the trial court should allow Minchin to amend his

3 If any suit or proceeding be brought in any of the courts of the United States upon any issue referable to arbitration under an agreement in writing for such arbitration, the court in which such suit is pending, upon being satisfied that the issue involved in such suit or proceeding is referable to arbitration under such an agreement, shall on application of one of the parties stay the trial of the action until such arbitration has been had in accordance with the terms of the agreement, providing the applicant for the stay is not in default in proceeding with such arbitration.

[(Emphasis added).] A-1278-25 12 pleading. See Printing Mart-Morristown v. Sharp Elecs. Corp., 116 N.J. 739,

746 (1989) (A party should be provided with an opportunity to amend.).

"Rule 4:6-2(e) motions to dismiss for failure to state a claim upon which

relief can be granted are reviewed de novo." Baskin v. P.C. Richard & Son,

LLC, 246 N.J. 157, 171 (2021). "New Jersey is a 'fact' rather than a 'notice'

pleading jurisdiction, which means that a [litigant] must allege facts to support

his or her claim rather than merely reciting the elements of a cause of action."

Nostrame v. Santiago, 420 N.J. Super. 427, 436 (App. Div. 2011) (quoting

Printing Mart-Morristown, 116 N.J. at 768). Here, Minchin merely recites the

elements of the causes of action in his counterclaims without pleading specific

facts to support each counterclaim. See Printing Mart-Morristown, 116 N.J. at

768 (A party "must plead the facts and give some detail of the cause of action.").

In addition, Rule 4:5-8(a) provides: "In all allegations of

misrepresentation, fraud, mistake, breach of trust, willful default or undue

influence, particulars of the wrong, with dates and items if necessary, shall be

stated insofar as practicable." The Rule commands "heightened fraud pleading

requirements." State, Dep't of Treasury, Div. of Inv. ex rel McCormac v. Qwest

Commc'ns Int'l, Inc., 387 N.J. Super. 469, 484 (App. Div. 2006).

A-1278-25 13 We recognize, as the trial court did, motions pursuant to Rule 4:6-2(e)

require pleadings to be "searche[d] . . . in depth and with liberality to ascertain

whether the fundament of a cause of action may be gleaned even from an obscure

statement of claim." Printing Mart-Morristown, 116 N.J. at 746 (quoting

Di Cristofaro v. Laurel Grove Mem'l Park, 43 N.J. Super. 244, 252 (App. Div.

1957)). However, as presently stated, Minchin's counterclaims fall short.

Vacated and remanded. We do not retain jurisdiction.

A-1278-25 14