Mark J. Naughton v. County of Camden

• Court: New Jersey Superior Court Appellate Division
• Decided: April 16, 2024
• Docket: A-3175-21
• Status: Unpublished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NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court ."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-3175-21

MARK J. NAUGHTON,

Plaintiff-Appellant,

v.

COUNTY OF CAMDEN and THE CAMDEN COUNTY POLICE DEPARTMENT,

Defendants-Respondents.

Submitted January 17, 2024 – Decided April 16, 2024

Before Judges Rose and Perez Friscia.

On appeal from the Superior Court of New Jersey, Law Division, Camden County, Docket No. L-1723-21.

Jacobs & Barbone, PA, attorneys for appellant (Louis Michael Barbone, on the brief).

Office of Camden County Counsel, attorneys for respondents (Howard Goldberg, First Assistant County Counsel, and Krista Ayn Schmid, Assistant County Counsel, on the brief).

PER CURIAM Plaintiff Mark J. Naughton, formerly employed by the County of Camden

as an officer with the Camden County Police Department (collectively,

defendants), appeals from a May 13, 2022 Law Division order dismissing his

breach of contract complaint on summary judgment. On appeal, plaintiff argues

the motion judge erroneously determined the parties modified their settlement

agreement, and enforcement of the agreement would violate public policy.

Because we conclude, as did the motion judge, defendants must prevail as a

matter of law, we affirm. But we do so for slightly different reasons than those

articulated by the judge in his written decision. See T.B. v. Novia, 472 N.J.

Super. 80, 93 (App. Div. 2022) (stating that because "appeals are taken from

orders and judgments, not a trial judge's statement of reasons or written

decisions," appellate courts can affirm summary judgment orders for reasons

other than those expressed by the motion court); see also Do-Wop Corp. v. City

of Rahway, 168 N.J. 191, 199 (2001).

I.

We summarize the pertinent facts and procedural history from the motion

record in a light most favorable to plaintiff as the non-moving party. See R.

4:46-2(c); Brill v. Guardian Life Ins. Co. of Am., 142 N.J. 520, 540 (1995). Less

than two years after he commenced employment with defendants, plaintiff was

A-3175-21 2 served with a Preliminary Notice of Disciplinary Action (PNDA) seeking his

removal for disciplinary charges, which are not disclosed in the record. In lieu

of a departmental hearing, the parties resolved the charges pursuant to the terms

set forth in their 2015 "Settlement Agreement and Release" (Agreement).

In paragraphs one and two of the Agreement, plaintiff agreed to resign,

effective February 28, 2015, and refrain from seeking future employment with

defendants. In exchange, under paragraph three, defendants "agree[d] to accept

[plaintiff]'s resignation in good standing." Further, pursuant to paragraph four,

defendants "agree[d] if contacted regarding [plaintiff]'s employment, the

prospective employer will be told [plaintiff] resigned in good standing and was

employed from April 8, 2013 to February 28, 2015. No other information either

orally or physically shall be released except as may be required by law." Both

parties also agreed under paragraph nine that the "Agreement cannot be modified

or amended except by written instrument executed by all the Parties to [the

Agreement]."

Between June 2017 and October 2018, plaintiff applied for employment

with three law enforcement agencies: Atlantic County Sheriff's Department

(ACSD), New Jersey State Police (NJSP), and New Jersey State Parole Board

(NJSPB) (collectively, agencies). As part of the application process for each

A-3175-21 3 agency, plaintiff executed a general request for information, which included

broad releases from all claims arising from the disclosure of the information

sought.

On June 1, 2017, plaintiff executed the ACSD's release authorization to,

among other entities, all "employers" and "all governmental Agencies – Federal,

State, and Local, without exception." The release provides, in pertinent part:

I, Mark Naughton, authorize the [ACSD] to conduct a full pre-employment investigation into my background and activities.

Therefore, you are hereby authorized to release any and all information pertaining to me, documentary or otherwise, as requested by an employee or agent of the [ACSD] provided that he or she certifies to you that I have an application pending before Atlantic County for employment. In addition, I hereby release you . . . from and against any claims that I might have arising out of your disclosure of the aforementioned information to the [ACSD] or any subsequent disclosure by the [ACSD] of such information.

[(Emphasis added).]

The following month, on July 1, 2017, plaintiff executed NJSP's release

authorization "TO WHOM IT MAY CONCERN," which provides in pertinent

part:

I, Mark Naughton, am making application for appointment to the [NJSP] Training Academy. As a

A-3175-21 4 result, an investigation is being conducted to determine my eligibility.

Therefore, I do hereby authorize a review and full disclosure of all records, including my credit report, Internal Revenue Service records, or any part thereof, to any duly authorized agent of the [NJSP], whether the records are public or private, and including those records which may be deemed to be of a privileged or confidential nature. The intent of this authorization is to provide information which will be utilized for investigative resource material.

I also acknowledge and give permission for the [NJSP] to conduct a background investigation, and further acknowledge I will not be informed of any information developed through this investigation, whether I am accepted or rejected from this position.

I hereby release the State of New Jersey, the Division of State Police, and its agents, servants, and employees from liability or damages that may result from furnishing the information requested, including any liability or damage pursuant to any state or federal laws. . . .

More than one year later, on October 9, 2018, plaintiff executed the

NJSPB's release authorization to, among others, any county law enforcement

agency. The release provides, in pertinent part:

I, Mark James Naughton have applied for employment with the [NJSPB] as a law enforcement officer. I am aware that my entire background will be thoroughly investigated. I hereby request and authorize

A-3175-21 5 the release of any and all information you have that pertains to me, including academic transcripts, personnel files, performance reviews, and disciplinary matters, to investigators of the [NJSPB].

I hereby release the organization and all others from liability or damages that may result from furnishing the information requested, including any liability or damages pursuant to any State or Federal laws. . . .

We glean from the record during their background investigations, the

agencies provided the release authorizations to defendants. In turn, defendants

released information pertaining to the disciplinary charges encompassed by the

Agreement. Apparently, none of the agencies hired plaintiff.

In his ensuing complaint, plaintiff asserted defendants breached the terms

of the Agreement by disclosing to plaintiff's unspecified "prospective

employers" "all information" concerning "[p]laintiff's employment history

including, but not limited to, the very charges that precipitated the Agreement."

Prior to answering the complaint, defense counsel provided to plaintiff's counsel

plaintiff's signed release authorizations from each of the agencies and sought

dismissal of the complaint. The following month, defense counsel demanded

dismissal of the complaint, asserting a frivolous litigation claim under Rule 1:4-

A-3175-21 6 8 and N.J.S.A. 2A:15-59.1. Defendants answered, asserted various defenses,

and thereafter moved for summary judgment.

Following oral argument, the motion judge issued a written statement of

reasons, granting defendants' motion. Citing general contract principles and

noting the authorizations went "far beyond requesting a confirmation of

employment," the judge reasoned the three releases superseded or modified the

Agreement. The judge further found withholding plaintiff's disciplinary records

in view of his releases would violate public policy. The judge elaborated:

It would be a violation of public policy to permit plaintiff to authorize the release of all employment records, which would include disciplinary records, and then expect [defendants] to withhold information once plaintiff executed the release. Such a position would essentially sanction a fraud upon [the agencies] and the citizens of New Jersey.

This appeal followed.

II.

We review the trial court's grant of summary judgment de novo. Conforti

v. County of Ocean, 255 N.J. 142, 162 (2023). Employing the same standard as

the trial court, we review the record to determine whether there are material

factual disputes and, if not, whether the undisputed facts viewed in the light

most favorable to plaintiff, as the non-moving party, nonetheless entitle plaintiff

A-3175-21 7 to judgment as a matter of law. See Samolyk v. Berthe, 251 N.J. 73, 78

(2022); Brill, 142 N.J. at 540; see also R. 4:46-2(c). We owe no deference to

the trial court's legal analysis or interpretation of a statute. Palisades at Fort Lee

Condo. Ass'n v. 100 Old Palisade, LLC, 230 N.J. 427, 442 (2017).

A settlement agreement is subject to ordinary principles of contract law.

Thompson v. City of Atlantic City, 190 N.J. 359, 374 (2007). It is well

established 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.'" In re County of Atlantic, 230 N.J. 237, 254 (2017)

(alteration in original) (quoting Manahawkin Convalescent v. O'Neill, 217 N.J.

99, 118 (2014)). "Interpretation and construction of a contract is a matter of law

for the court subject to de novo review," Fastenberg v. Prudential Ins. Co. of

Am., 309 N.J. Super. 415, 420 (App. Div. 1998), which "is generally appropriate

to resolve . . . on summary judgment," Khandelwal v. Zurich Ins. Co., 427 N.J.

Super. 577, 585 (App. Div. 2012); see also Pressler & Verniero, Current N.J.

Court Rules, cmt. 5 on R. 4:46-2 (2024). Thus, reviewing courts "pay no special

deference to the trial court's interpretation and look at the contract with fresh

eyes." Kieffer v. Best Buy, 205 N.J. 213, 223 (2011).

A-3175-21 8 After forming the contract, the parties "may, by mutual assent, modify it."

County of Morris v. Fauver, 153 N.J. 80, 99 (1998). "A contract modification

is 'a change in one or more respects which introduces new elements into the

details of a contract and cancels others but leaves the general purpose and effect

undisturbed.'" Wells Reit II-80 Park Plaza, LLC v. Dir., Div. of Tax'n, 414 N.J.

Super. 453, 466 (App. Div. 2010) (quoting Int'l Bus. Lists, Inc. v. Am. Tel. &

Tel. Co., 147 F.3d 636, 641 (7th Cir.1998)).

"A modification can be proved by 'an explicit agreement to modify or by

the actions and conduct of the parties as long as the intention to modify is mutual

and clear.'" Ibid. (quoting DeAngelis v. Rose, 320 N.J. Super. 263, 280 (App.

Div. 1999)); see also Fauver, 153 N.J. at 99. However, an agreement to modify

a contract "must be based upon new or additional consideration." Fauver, 153

N.J. at 100. The consideration need not be significant; whatever consideration

the parties agree upon is sufficient. See Oscar v. Simeonidis, 352 N.J. Super.

476, 485 (App. Div. 2002).

"[A] release is merely a form of contract and the general rules that apply

to contract interpretation apply to releases." Sweeney v. Sweeney, 405 N.J.

Super. 586, 597 (App. Div. 2009) (alteration in original) (quoting Domanske v.

Rapid-American Corp., 330 N.J. Super. 241, 246 (App. Div. 2000)). Generally,

A-3175-21 9 a release is binding unless shown to be the product of "fraud,

misrepresentation[,] or overreaching by the releasee." Raroha v. Earle Fin.

Corp., 47 N.J. 229, 234 (1966).

Further, "[a] waiver is an intentional relinquishment of a known right or

privilege." State v. Scherzer, 301 N.J. Super. 363, 449 (App. Div. 1997) (citing

Johnson v. Zerbst, 304 U.S. 458, 464 (1938)). It is beyond peradventure that

"[a] party may waive any provision, either of a contract or of a statute, intended

for his benefit." Shutte v. Thompson, 82 U.S. 151, 159 (1872).

"To prevail on a breach of contract claim, a party must prove a valid

contract between the parties, the opposing party's failure to perform a defined

obligation under the contract, and the breach caused the claimant to sustain[]

damages." EnviroFinance Grp., LLC v. Env't Barrier Co., 440 N.J. Super. 325,

345 (App. Div. 2015). The burden of establishing a breach of contract rests with

the party who asserts the breach. Nolan v. Control Data Corp., 243 N.J. Super.

420, 438 (App. Div. 1990).

III.

With these legal principles in view, we consider whether defendants

breached the Agreement. Preliminarily, in view of the "express terms"

embodied in paragraph nine, see In re County of Atlantic, 230 N.J. at 254, the

A-3175-21 10 agencies' releases technically did not modify the Agreement, as the motion judge

ultimately found. Those terms prohibited modification or amendment "except

by written instrument executed by 'all' parties to the Agreement." Although the

agencies' releases were signed by plaintiff and provided to defendants, the

releases were not signed by "all" parties. Nor is there any evidence to suggest

the parties otherwise executed a document modifying the Agreement.

But that does not end our inquiry. All three releases expressly state

plaintiff sought employment as a law enforcement officer and authorized the

agencies to conduct a full background investigation in connection with his

applications. Although not dispositive to our analysis, two of the three releases

also relieved defendants from liability for providing the information plaintiff

By executing the releases, we are persuaded plaintiff waived for his

benefit, see Shutte, 82 U.S. at 159, those provisions of the Agreement that

limited the information defendants could relay to prospective employers.

Defendants not only had the right to rely on the agencies' requests as

authorization to furnish any and all information relating to plaintiff, but doing

so was consonant with public policy, as the motion judge found. See Saxon

Constr. & Mgmt. Corp. v. Masterclean of N. Carolina, 273 N.J. Super. 231, 236

A-3175-21 11 (App. Div. 1994); see also Marcinczyk v. N.J Police Training Comm'n, 203 N.J.

586, 596 (2010) ("'An agreement is against public policy if it is injurious to the

interest of the public, contravenes some established interest of society, violates

some public statute, is against good morals, tends to interfere with the public

welfare or safety, or . . . is at war with the interests of society and is in conflict

with public morals.' . . . [C]ontractual provisions that tend to injure the public

in some way will not be enforced.") (first alteration in original) (first quoting

Frank Briscoe Co. v. Travelers Indem. Co., 65 F. Supp. 2d 285, 312 (D.N.J.

1999); and then citing Henningsen v. Bloomfield, 32 N.J. 358, 403-04 (1960)).

Because defendant sought employment with law enforcement agencies,

with full recognition that the agencies would conduct complete background

investigations, we conclude defendants did not breach the Agreement and

summary judgment was properly granted. To the extent not addressed,

plaintiff's remaining contentions lack sufficient merit to warrant discussion in a

written opinion. R. 2:11-3(e)(1)(E).

Affirmed.

A-3175-21 12