NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court ."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-2525-23
MAGYAR BANK,
Plaintiff-Respondent,
v.
MAURO MOTORS, INC., ESTATE OF CECELIA A. MAURO, CECELIA M. MAURO, as guardian ad litem for CECELIA A. MAURO, ANGELO MAURO, JR., and JOSEPH MAURO,
Defendants-Appellants. _________________________________
Submitted May 14, 2025 – Decided July 3, 2025
Before Judges Marczyk and Torregrossa-O'Connor.
On appeal from the Superior Court of New Jersey, Law Division, Middlesex County, Docket No. L-0350-19.
Ferrara Law Group, PC, attorneys for appellants (Ralph P. Ferrara and Aaron L. Peskin, of counsel and on the briefs).
Sherman Atlas Sylvester & Stamelman, LLP, attorneys for respondent (Anthony J. Sylvester and Craig L. Steinfeld, of counsel and on the brief). PER CURIAM
Defendants Mauro Motors, Inc., the Estate of Cecelia A. Mauro, Angelo
Mauro, Jr., Cecelia M. Mauro, and Joseph Mauro appeal from the trial court's
March 8, 2024 order denying their motion to modify their Settlement Agreement
with plaintiff Magyar Bank. Defendants argue the defense of impossibility
should excuse them from their obligations under the Settlement Agreement, and
the trial court erred in refusing to modify the Settlement Agreement. Defendants
also argue the trial court erred in refusing to approve the sale of a property to
satisfy their obligation under the Settlement Agreement, which plaintiff rejected
due to the sale being set for a date past the payment deadline established in the
agreement. Following our review of the record and the applicable legal
principles, we affirm.
I.
Defendants took out a loan for $2.9 million from plaintiff in 2017, cross -
collateralized by several properties owned by defendants. Plaintiff subsequently
sued due to defendants' default under the loan. Plaintiff also initiated three
mortgage foreclosure actions. On January 30, 2023, the parties appeared for
A-2525-23 2 trial but were able to resolve the case.1 At the time of trial, the amount due on
the loan was $5,103,067.66.
The language of the Settlement Agreement was negotiated over several
months and finally memorialized on April 14, 2023. The Settlement Agreement
provided that defendants were required to pay plaintiff $3.65 million by October
14, 2023, or $3.75 million by January 14, 2024, if they missed the October
deadline. Under the Settlement Agreement, plaintiff and defendants also
executed a consent order and final judgment on May 16, 2023, which entered
judgment in favor of plaintiff against defendants for the full amount of the
outstanding loan ($5,103,067.66).
The Settlement Agreement further provided that plaintiff agreed to forbear
the consent judgment so long as defendants paid the agreed-upon amount by
either deadline. If defendants failed to pay the agreed-upon amount by the
January 2024 deadline, they would be responsible for the full amount of the
consent judgment. Under paragraph 6(g) of the agreement, defendants'
discounted payment in satisfaction of the loan obligation was "expressly
conditioned upon timely receipt of all payments."
1 Certain defendants asserted counterclaims against plaintiff. These claims were dismissed under the Settlement Agreement.
A-2525-23 3 Paragraph 6(a) of the Settlement Agreement provided that defendants
"shall attempt to sell" four properties in order to raise the money to satisfy
defendants' financial obligations. The location and respective values of the
properties referenced in the Settlement Agreement, at the time of its execution,
were as follows: 200 Mawbey Street, Woodbridge (Woodbridge property),
$423,000; 776 North Drive, Brick (Brick property), $1,338,900; and two
properties in Colts Neck, one at 18 Princeton Lane, (18 Princeton Lane property)
$2,590,000, and another at 22 Princeton Lane, (22 Princeton Lane property)
$995,000. Paragraph 6(a) also required defendants to deliver to plaintiff "all net
proceeds from the sales of each . . . [property] as such sales occur and such
proceeds [were] received," and required defendants to provide plaintiff with
"status reports" regarding the sale of any properties.
Defendants were also required under the agreement to provide plaintiff
with deeds in lieu of foreclosure for all the properties to be held in escrow, and
if defendants failed to pay, plaintiff had the right to record the deeds and pursue
collection and execution of the consent judgment for the full $5,103,067.66, less
any amounts actually received by plaintiff. Importantly, paragraph 6(f) of the
Settlement Agreement provided that defendants were not required to pay
plaintiff through the sale of their properties. The Settlement Agreement stated:
A-2525-23 4 Notwithstanding anything contained in . . . paragraph 6 regarding the sales of the . . . [p]roperties, [defendants] shall be permitted to pay . . . [plaintiff] . . . through sales of the . . . [p]roperties, refinance of the . . . [p]roperties or any other means so long as timely payment of the full amount of either the [October 2023 deadline amount] or [the January 2024 deadline amount] is made within the timeframes set forth in . . . paragraph 6.
At the time of the execution of the Settlement Agreement, defendants had
listed the two Colts Neck properties for sale. On June 23, 2023, defendants sold
the 18 Princeton Lane property for $2.2 million and provided $2,057,99.13 in
sale proceeds to plaintiff. After the sale of the 18 Princeton Lane property,
defendants still owed $1,592,000.87 ($3,650,000 minus $2,057,999.13), if they
met the October 14, 2023 deadline.
The Brick property was Angelo's2 residence which suffered damage
caused by a storm in April 2023 and needed repairs. In July 2023, plaintiff's
counsel reached out to defendants' counsel for a status update on the sale of the
properties, to which defendants' counsel responded that the Brick property "just
had all repairs completed" and would "be listed shortly" for approximately
2 Because defendants share the same last name, we refer to them by their first names to avoid confusion. We intend no disrespect in doing so.
A-2525-23 5 $1,500,000. Defendants assert the Brick property was listed for sale, but could
not be shown because of Angelo's subsequent health issues.
In September 2023, Angelo was diagnosed with congestive heart failure
and underwent surgery. He continued to have cardiac related issues and his
physician advised the court in January 2024 that he would "likely" require a
heart transplant in the future. Because of his health issues his physician reported
his "functional status remain[ed] very limited" and that he was "mostly
homebound with restricted mobility." The physician advised the trial court it
would be detrimental to Angelo's health to require him to vacate his home.
Defendants never notified plaintiff of Angelo's health-related issues until
defendants filed their motion to modify the Settlement Agreement on January
12, 2024, on the eve of the second and final January 14 deadline.
Meanwhile, the October 14, 2023 deadline passed, and defendants then
owed $1,692,000.87 ($3,750,000 minus $2,057,999.13) by January 14, 2024.
Plaintiff's counsel emailed defendants' counsel on October 17 requesting updates
on the sales of the three remaining properties and expressly stated the remaining
balance was still due on January 14, 2024. It was not until November 27, 2023,
that defendants responded and presented plaintiff's counsel with a copy of a
proposed contract for the 22 Princeton Lane property, with a sales price of
A-2525-23 6 $825,000, $170,000 less than the estimated value at the time of settlement.
Plaintiff advised defendants' counsel it would approve the sale provided the net
proceeds were paid and the sale closed prior to January 14, 2024. However, the
buyer backed out on December 1, and defendants notified plaintiff of the
cancellation on December 4 via email.
On December 11, 2023, defendants' counsel sent plaintiff's counsel a new
proposed contract for the sale of the 22 Princeton Lane property for a sales price
of $790,000. The contract called for a sixty-day due diligence period with
closing to take place thirty days thereafter, thus contemplating a closing date
after the January 14, 2024 deadline. Plaintiff advised defendants' counsel via
email on December 13, 2023, that it would approve the sale, but subject to
payment of the net proceeds and the sale closing prior to January 14, 2024.
Defendants' counsel responded the same day, confirming closing would not
occur by January 14, and that defendants needed plaintiff to confirm whether it
approved the contract. On December 18, plaintiff declined to approve the
contract in an email sent to defendants' counsel due to their inability to comply
with the Settlement Agreement. The contract was never approved.
By letter dated January 12, 2024, plaintiff's counsel reminded defendants'
counsel of the January 14, 2024 deadline (extended to January 16 by virtue of
A-2525-23 7 the weekend and holiday) for full payment of the discounted payoff amount and
that if payment of the remaining $1,692,000.87 was not received by the January
16 deadline, defendants would be obligated to plaintiff for the full amount of the
loan less the net proceeds received from the sale of the 18 Princeton Lane
property. The letter also advised if payment was not received by January 16,
commencing on January 17, 2024, plaintiff would exercise their rights under the
Settlement Agreement, including recording the deeds in lieu of foreclosure and
docketing and enforcement of the consent judgment.
Defendants then moved to modify the Settlement Agreement on January
12, 2024. Defendants sought an additional four months to fund the settlement
amount of $3,750,000, as well as court approval for the sale of the 18 Princeton
Avenue property.3 On March 8, 2024, following oral argument, the court issued
an order and accompanying written decision denying defendants' motion.
II.
Defendants argue the trial court erred in refusing to modify the Settlement
Agreement because multiple events rendered performance impossible. They
3 Because defendants did not deliver the remaining $1,692,000.87 balance of the $3,750,000 payoff amount by the January 16 deadline or any time thereafter, plaintiff recorded deeds in lieu of foreclosure on the Woodbridge property, the Brick property, and the 22 Princeton Lane property. Plaintiff's subsidiary is now in possession or control of the three properties. A-2525-23 8 further assert the court erred in refusing to permit the sale of the 22 Princeton
Lane property.
"A settlement agreement between parties to a lawsuit is a contract." Nolan
v. Lee Ho, 120 N.J. 465, 472 (1990). The construction and interpretation of a
settlement agreement is a matter of law and is subject to de novo review on
appeal. Kaur v. Assured Lending Corp., 405 N.J. Super. 468, 474 (App. Div.
2009); see also Manahawkin Convalescent v. O'Neill, 217 N.J. 99, 115 (2014)
("When a trial court's decision turns on its construction of a contract, appellate
review of that determination is de novo."). We "give 'no special deference to
the trial court's interpretation and look at the contract with fresh eyes. '"
Manahawkin Convalescent, 217 N.J. at 115 (quoting Kieffer v. Best Buy, 205
N.J. 213, 223 (2011)).
"[T]he settlement of litigation ranks high in our public policy," and we
"strain to give effect to the terms of a settlement wherever possible. " Brundage
v. Est. of Carambio, 195 N.J. 575, 601 (2008) (first quoting Jannarone v. W.T.
Co., 65 N.J. Super. 472, 476 (App. Div. 1961); and then quoting Dep't of Pub.
Advoc., Div. of Rate Couns. v. N.J. Bd. of Pub. Utils., 206 N.J. Super. 523, 528
(App. Div. 1985)). "Our strong policy of enforcing settlements is based upon
'the notion that the parties to a dispute are in the best position to determine how
A-2525-23 9 to resolve a contested matter in a way which is least disadvantageous to
everyone.'" Ibid. (quoting Peskin v. Peskin, 271 N.J. Super. 261, 275 (App. Div.
1994)).
The interpretation of a settlement agreement is "governed by basic
contract principles." Capparelli v. Lopatin, 459 N.J. Super. 584, 603 (App. Div.
2019). "'[A]bsent a demonstration of fraud or other compelling circumstances,'
a court should enforce a settlement agreement as it would any other contract. "
Id. at 603-04 (quoting Jennings v. Reed, 381 N.J. Super. 217, 227 (App. Div.
2005)). "[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." In re Cnty. of Atlantic, 230 N.J. 237, 254 (2017) (quoting
Manahawkin Convalescent, 217 N.J. at 118). "A reviewing court must consider
contractual language 'in the context of the circumstances' at the time of drafting
. . . ." Ibid. (quoting Sachau v. Sachau, 206 N.J. 1, 5-6 (2011)). "[W]hen the
intent of the parties is plain and the language is clear and unambiguous, a court
must enforce the agreement as written, unless doing so would lead to an absurd
result." Capparelli, 459 N.J. Super. at 604 (quoting Quinn v. Quinn, 225 N.J.
34, 45 (2016)). As with the interpretation of any other contract, a court shall
not rewrite a settlement agreement "to provide a better bargain than contained
A-2525-23 10 in [the] [parties'] writing." Kaur, 405 N.J. Super. at 477 (first alteration in
original) (quoting Grow Co., Inc. v. Chokshi, 403 N.J. Super. 443, 464 (App.
Div. 2008)).
"Impossibility or impracticability of performance are complete defenses
where a fact essential to performance [of a contract] is assumed by the parties
but does not exist at the time for performance." Connell v. Parlavecchio, 255
N.J. Super. 45, 49 (App. Div. 1992). "Even if a contract does not expressly
provide that a party will be relieved of the duty to perform if an unforeseen
condition arises that makes performance impracticable, 'a court may reli eve him
of that duty if performance has unexpectedly become impracticable as a result
of a supervening event.'" Facto v. Pantagis, 390 N.J. Super. 227, 231 (App. Div.
2007) (quoting Restatement (Second) of Contracts § 261 cmt. a (Am. L. Inst.
1981)). "The basis of the defense is 'the presumed mutual assumption when the
contract is made that some fact essential to performance then exists, or that it
will exist when the time for performance arrives.'" Petrozzi v. City of Ocean
City, 433 N.J. Super. 290, 303 (App. Div. 2013) (quoting Duff v. Trenton
Beverage Co., 4 N.J. 595, 605 (1950)). Thus, the inquiry "is whether the
condition 'is of such a character that it can reasonably be implied to have been
in the contemplation of the parties at the date when the contract was made.'"
A-2525-23 11 Ibid. (quoting Duff, 4 N.J. at 605). "[T]he parties must not have reasonably
foreseen the change that rendered the contract performance impossible or
impracticable." Ibid. As the Restatement explains:
Where, after a contract is made, a party's performance is made impracticable without his fault by the occurrence of an event the non-occurrence of which was a basic assumption on which the contract was made, his duty to render that performance is discharged, unless the language or the circumstances indicate the contrary.
[Restatement (Second) of Contracts, § 261.]
And as this court summarized:
A successful defense of impossibility (or impracticability) of performance excuses a party from having to perform its contract obligations, where performance has become literally impossible, or at least inordinately more difficult, because of the occurrence of a supervening event that was not within the original contemplation of the contracting parties.
[JB Pool Mgmt., LLC v. Four Seasons at Smithville Homeowners Ass'n, Inc., 431 N.J. Super. 233, 246 (App. Div. 2013).]
"The supervening event must be one that had not been anticipated at the
time the contract was created, and one that fundamentally alters the nature of
the parties' ongoing relationship." Id. at 245. The doctrine is "concerned with
'[a]n extraordinary circumstance [that] may make performance [of a contract] so
A-2525-23 12 vitally different from what was reasonably to be expected as to alter the essential
nature of that performance." Ibid. (alterations in original) (quoting Restatement
(Second) of Contracts ch.11, intro. note at 309). Even where a party "is excused
from performance as a result of an unforeseen event that makes performance
impracticable, the other party is also generally excused from performance," and
thus the party claiming impracticability "cannot demand something for nothing
from the other party." Facto, 390 N.J. Super. at 233-34 (quoting 14 James P.
Nehf, Corbin on Contracts § 78.2 (Joseph M. Perillo, rev. ed. 2001)).
A.
Defendants rely on JB Pool to assert "performance ha[d] become literally
impossible, or at least inordinately more difficult, because of the occurrence of
a supervening event that was not within the original contemplation of the . . .
parties," and "fundamentally alter[ed] the nature of the parties' . . . relationship."
431 N.J. Super. at 245-46. They also rely on Facto, to argue "performance ha[d]
unexpectedly become impracticable as a result of a supervening event." 390
N.J. Super. at 231 (quoting Restatement (Second) of Contracts § 261 cmt. a).
Defendants also rely Villanueva v. Amica Mutual Insurance Co., to assert this
court should have modified the Settlement Agreement in the interests of fairness
and equity. 374 N.J. Super. 283, 288 (App. Div. 2005).
A-2525-23 13 Defendants argue the court erred in finding they could fulfill their
obligations under the Settlement Agreement from sources other than the sale of
the four properties, because the Settlement Agreement "expressly contemplated"
the sale of such properties. They claim the Settlement Agreement mandated
them to attempt to sell the properties. They further assert we must view the
contract as a whole and find the intention of the Settlement Agreement "required
[them] to market and sell the properties" and revolved around the sale of real
estate for satisfaction.
Defendants contend the Brick property required repairs from the
hurricane, and Angelo developed his health issues once the repairs were
completed. They assert these "two supervening events" made performance
under the Settlement Agreement impossible, and fairness and equity should have
compelled the trial court to give them "more time to account for these
supervening events."
Plaintiff counters the court cannot fashion a better contract for the parties
than the one they entered but instead should focus on the intention of the parties.
It asserts defendants' unilateral request to modify the Settlement Agreement to
provide them with more advantageous terms than originally agreed upon would
be solely for defendants' benefit and to plaintiff's detriment. Plaintiff points out
A-2525-23 14 defendants "fully benefited from the Settlement Agreement" as they had an
opportunity to satisfy their debt at a discounted rate, provided payment was
made by either the October 2023 or January 2024 deadlines.
Plaintiff asserts the consequences of defendants' failure to pay by the
deadline and their purported difficulties in selling the Brick property due to
Angelo's health are "two separate issues," neither of which rendered defendants'
performance impossible or impracticable.
Plaintiff argues defendants' contentions surrounding Angelo's health
issues are "inconsistent," as his medical conditions started in September 2023,
yet the parties agreed to settle in January 2023 and the Settlement Agreement
was memorialized in April 2023, giving defendants more than enough time to
arrange for the sale of the properties. Plaintiff also points out defendants never
listed the Woodbridge property for sale, and defendants "were free to list or not
list any or all" of the properties but instead chose not to, "with full knowledge"
of the "contractual consequences" of not meeting the set deadlines.
In a thoughtful, comprehensive opinion, Judge Gary Wolinetz found
defendants "failed to meet their explicit obligations under the terms of the
Settlement Agreement," where plaintiff had "agreed to forbear from taking
immediate action to collect the full payment . . . if [defendants] satisfied either
A-2525-23 15 of the conditions of repayment described in [p]aragraph 6 of the Settlement
Agreement." The judge noted that although the Settlement Agreement
"contemplated" defendants could sell their properties, they were not
"obligat[ed]" to do so and "it was their decision how their debt would be
satisfied." Specifically, he observed the Settlement Agreement required
defendants to "attempt to sell" the four properties and deliver the proceeds of
each sale as it occurred. However, defendants "were not under any obligation"
to satisfy the Settlement Agreement through the sale of the four properties.
(Emphasis in original). That is because paragraph 6(f) also permitted
defendants, "[n]otwithstanding anything" in paragraph 6(a) regarding the sale of
the properties, to satisfy their debt via refinancing of the properties "or any other
means so long as timely payment" was made in accordance with the Settlement
Agreement. (Boldface omitted).
Judge Wolinetz explained "it [did] not matter whether the Brick property
was actually listed or not, since [defendants'] opportunity to pay . . . was not
contingent on selling [that] property." The judge found defendants' inability to
cover the debt did not happen "in a vacuum, as they had the ability to attempt to
cover their shortfall by placing the[] Woodbridge [P]roperty up for sale, or by
refinancing [the] unsold properties, or, again, any other means."
A-2525-23 16 The judge acknowledged Angelo's unfortunate illness, but found it did
"not constitute 'fraud or other compelling circumstances' needed to justify
modifying the [S]ettlement [A]greement. . . . Nor [wa]s there any assertion . . .
[defendants] lacked capacity when they executed the Settlement Agreement."
Furthermore, the judge deemed "the damage to the house and [Angelo]'s illness
[were] not supervening events that support[ed] application of the doctrines of
impossibility, impracticability, or frustration of purpose." While the events
were not "anticipated . . . , they did not fundamentally alter the nature of the
relationship" between the parties, a relationship "between debtors and a
creditor." Defendants were permitted under the Settlement Agreement "to take
whatever steps . . . necessary to pay the outstanding balance."
We affirm substantially for the reasons set forth by the trial judge. We
add the following comments. Defendants could have listed all four properties
in July 2023, but made a decision not to. Moreover, defendants failed to pay
their obligation by "any other means," separate and apart from the sale of any
property, as provided in the Settlement Agreement. Although the Settlement
Agreement required defendants to "attempt to sell" the four properties, the intent
of the Settlement Agreement was for defendants to pay plaintiff the agreed-upon
settlement amount regardless of how the payments were funded. Given New
A-2525-23 17 Jersey's strong policies favoring settlement agreements, and defendants' failure
to show they should be excused from their required performance under the
Settlement Agreement, we discern no basis to disturb the trial court's order
denying modification of the Settlement Agreement.
B.
Defendants acknowledge plaintiff had the "right to approve or disapprove
the sale" of the 22 Princeton Lane property, but rely on Wilson v. Amerada Hess
Corp., for the proposition that "a party must exercise discretion reasonably and
with proper motive when that party is vested with the exercise of discretion
under a contract." 168 N.J. 236, 247 (2001). Defendants assert plaintiff's "bad
faith . . . conduct is readily apparent." They contend any delay in the sale of the
22 Princeton Lane property "would have been de minimis." They further argue
the trial court could have accounted for any additional delay by requiring
defendants to pay an additional amount, but instead "side-stepped" the issue by
finding the deadline passed and the property was no longer defendants ' to
convey. Defendants assert plaintiff "took advantage of the situation to obtain a
$1.4 million windfall" and urge us to allow them to "re-list the property and sell
it . . . to fund the settlement."
A-2525-23 18 Plaintiff asserts that defendants raise their "newly-minted" argument
regarding bad faith for the first time on appeal, and that such an argument is
"specious." Plaintiff notes: defendants did not raise any breach of implied
covenant of good faith and fair dealing below; defendants never advised plaintiff
of Angelo's health issues and never asked for additional time under the
Settlement Agreement until the eve of the January 14 deadline; whether done by
sale or by recording of the deed in lieu of foreclosure, defendants received credit
against their debt obligation for fair market value; and even if the 22 Princeton
Lane property had sold for the contracted price, defendants still would not have
been able to meet the January 14 deadline for payment of the discounted payoff
amount of $3,750,000.
Here, Judge Wolinetz found defendants' "time to sell [the 22 Princeton
Lane property] ha[d] passed, as they failed to close . . . prior to . . . January 14,
2024." He held plaintiff had "explicitly limited" defendants' ability to sell the
properties to pay the debt if they did so prior to the deadline, as evidence d by
paragraph 6 of the Settlement Agreement. Because defendants did not "have a
signed and sealed contract" for the 22 Princeton Lane property and "no
certification from the prospective buyer" existed, the judge opined the
"prospective sale could fall through tomorrow."
A-2525-23 19 The judge noted paragraph 7 required defendants to provide plaintiff with
deeds in lieu of foreclosure to be held in escrow when they entered into the
Settlement Agreement. Moreover, paragraph 7(f) permitted plaintiff to record
the deeds in the event of default. Because plaintiff had "properly begun this
process[,] [u]nder the express terms of the Settlement Agreement, 22 Princeton
Lane [was] no longer [defendants]' property to sell."
In conclusion, the judge noted the court's "role is to enforce contracts"
rather than "write . . . new and improved contracts," and recognized "New
Jersey's strong policy in favor of the settlement of litigation," particularly given
the sophistication of the parties in this matter. He noted defendants "had
sufficient time in this booming housing market to sell their properties." The
judge did not find Angelo's illness or the storm damage to the Brick property
justified "the extraordinary relief of modifying" defendants' "financial
obligations . . . under the Settlement Agreement." Defendants "made a choice
about the way in which they intended to raise the required funds, [and] failed to
pay [plaintiff] in a timely manner."
Defendants' bad faith arguments are raised for the first time on appeal.
We ordinarily "will decline to consider questions or issues not properly
presented to the trial court when an opportunity for such a presentation is
A-2525-23 20 available 'unless the questions so raised on appeal go to the jurisdiction of the
trial court or concern matters of great public interest.'" Nieder v. Royal Indem.
Ins. Co., 62 N.J. 229, 234 (1973) (quoting Reynolds Offset Co. v. Summer, 58
N.J. Super. 542, 548 (App. Div. 1959)). Defendants' arguments do not implicate
jurisdictional issues nor do they concern matters of great public importance.
Therefore, we decline to address these arguments.
We conclude the trial judge did not err in denying defendants' request for
additional time to sell the 22 Princeton Lane property. First, the judge correctly
determined plaintiff acted in accordance with the Settlement Agreement in
refusing to approve the contract which would not have closed within the
timeframe set forth in the parties' agreement. Moreover, even if the court had
extended the time for the sale of the 22 Princeton Lane property, the proceeds
from the sale would not have satisfied the balance owed to plaintiff.
Accordingly, the judge did not err in refusing to modify the Settlement
Agreement between the two sophisticated parties in this matter. 4
Affirmed.
4 Given our decision affirming the trial court's March 8, 2024 order, we need not address plaintiff's argument that defendants' appeal was rendered moot by the court's actions subsequent to the entry of that order. A-2525-23 21