Moerae Matrix, Inc. v. McCarter & English, LLP

• Court: New Jersey Superior Court Appellate Division
• Decided: January 20, 2026
• Docket: A-0203-24
• Status: Unpublished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NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court ."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-0203-24

MOERAE MATRIX, INC.,

Plaintiff-Appellant,

v.

MCCARTER & ENGLISH, LLP, and BEVERLY W. LUBIT, ESQ.,

Defendants-Respondents. ____________________________

Argued October 30, 2025 ‒ Decided January 20, 2026

Before Judges Mawla, Bishop-Thompson, and Puglisi.

On appeal from the Superior Court of New Jersey, Law Division, Morris County, Docket No. L-0371-22.

Gary Martin Meyers argued the cause for the appellant (Law Offices of G. Martin Meyers, PC, attorneys; Gary Martin Meyers, Susan S. Singer, and Justin A. Meyers, on the briefs).

Kevin J. Duffy argued the cause for respondents (Day Pitney LLP, attorneys; Kevin J. Duffy and Joseph W. Ritter, on the brief).

PER CURIAM The genesis of this civil action is a complaint filed in the Essex County

Law Division, docket number L-2214-19, by then-plaintiff McCarter & English,

LLP in 2019, which sought to recover unpaid legal fees in excess of $837,000

against defendant Moerae Matrix, Inc. (the 2019 Collection Action) The trial

court granted McCarter's motion for summary judgment and denied as untimely

and prejudicial Moerae's motion to amend its pleadings to add a counterclaim

and third-party complaint. On appeal, we affirmed the trial court. McCarter &

English, LLP v. Moerae Matrix, Inc., No. A-3775-19 (App. Div. July 27, 2021)

(slip op. at 38).

Following our decision, Moerae filed a complaint against McCarter and

Beverly Lubit (collectively, the McCarter defendants), which the McCarter

defendants answered and asserted the entire controversy doctrine (ECD) as an

affirmative defense. Moerae now appeals from the trial court's July 22, 2024

orders granting the McCarter defendants' motion for summary judgment and

dismissing Moerae's complaint with prejudice, finding Moerae's claims were

barred by the ECD. It also appeals from the September 13, 2024 order denying

Moerae's motion for reconsideration. We affirm both orders.

A-0203-24 2 I.

We discern the following procedural history and pertinent facts from the

record. Lubit joined McCarter in April 2017 and brought in Moerae as a client,

whom she had represented for over a decade in intellectual property matters.

Despite repeated demands by McCarter, Moerae did not satisfy its outstanding

legal fees. After securing other counsel, Moerae formally terminated McCarter's

representation on December 7, 2018.

On December 17, 2018, McCarter filed a Uniform Commercial Code-1

(UCC-1) financing statement in Delaware, and became a secured creditor to the

unpaid attorney's fees and expenses with a security interest in Moerae's patents.

Ten days later, McCarter notified Moerae liens had been placed on its patents

and patent applications. Moerae's founder and chief executive officer

acknowledged the company's intent to pay the arrears.

In January 2019, McCarter sent Moerae a pre-action notice regarding

unpaid legal fees. Despite receiving this notice, Moerae neither initiated fee

arbitration nor paid the outstanding balance to McCarter. In March 2019,

McCarter initiated the 2019 Collection Action. Moerae did not assert any

counterclaims in its answer.

A-0203-24 3 Following the close of discovery, Moerae moved for leave to file an

amended counterclaim against McCarter and a third-party complaint against

Lubit, asserting claims for tortious interference with prospective economic

advantage, violation of the UCC, and breach of fiduciary duty, all relating to the

liens. McCarter subsequently moved for summary judgment. On June 5, 2020,

the trial court denied Moerae's motion, granted McCarter's motion, and entered

judgment in the amount of $837,524.19.

Moerae appealed and we affirmed the denial of Moerae's motion for leave

to amend and the entry of judgment. We explained:

Put simply, [Moerae]'s assertion the court abused its discretion by denying the motion to amend in part because it was untimely is contradicted by the evidence. [Moerae] provides no justification supported by the record provided on appeal for its late filing . . . . It was therefore proper for the motion court to rely on [Moerae]'s inexplicable delay in asserting its claim, and the untimeliness of [Moerae]'s application, in denying the motion to amend to add the counterclaim.

[McCarter, slip op. at 37-38.]

On March 1, 2022, Moerae filed the present complaint against the

McCarter defendants, alleging legal malpractice, breach of fiduciary duty,

defamation of title to property, and tortious interference with prospective

economic advantage. These claims were not asserted in the 2019 Collection

A-0203-24 4 Action. On April 5, 2022, the McCarter defendants answered, expressly raising

the ECD as an affirmative defense.

Moerae filed an amended complaint, adding causes of action for violations

of the UCC and for imposition of a constructive trust and an equitable lien

regarding the proceeds from the sale of Moerae's patent portfolio. The McCarter

defendants amended their answer and again raised the affirmative defense of

ECD.

The McCarter defendants moved for summary judgment on all claims,

arguing Moerae's claims were barred by the ECD. That same day, Moerae filed

a motion for partial summary judgment as to liability on its malpractice and

fiduciary duty claims.

On July 22, 2024, the trial court granted the McCarter defendants' motion

for summary judgment, finding Moerae's claims were barred by the ECD and

dismissed Moerae's claims with prejudice. In a written statement of reasons, the

court concluded Moerae's claims arose from the same transaction or occurrence

as the earlier litigation and Moerae had a fair and reasonable opportunity to

assert those claims in the prior case, but failed to do so in a timely manner.

Further, the court found the ECD barred the claims against Lubit as Moerae's

A-0203-24 5 claims were "based on her actions and representation of Moerae as a McCarter

partner and thus, should have been asserted in the [2019] Collection Action."

II.

Moerae raises four arguments on appeal. It argues the court erred in

granting summary judgment in McCarter's favor because: (1) dismissal under

the ECD was improper; (2) McCarter was judicially estopped from "reversing

course" in arguing Moerae's claim arose from the 2019 Collection Action ; (3)

the decision contravenes the principles of fairness and judicial economy; and (4)

the claims against Lubit are not barred by the ECD.

We review the trial court's grant or denial of a motion for summary

judgment de novo. Comprehensive Neurosurgical, P.C. v. Valley Hosp., 257

N.J. 33, 71 (2024). Applying the same standard as that employed by 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 defendant to

judgment as a matter of law. See Samolyk v. Berthe, 251 N.J. 73, 78 (2022).

We owe no deference to the trial court's legal analysis. Palisades at Fort Lee

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

A-0203-24 6 However, we apply a mixed standard of review when summary judgment

is granted on ECD grounds. We review de novo the legal principles governing

the application of the ECD, but the trial court's determination to apply the

doctrine in light of the particular circumstances is reviewed for abuse of

discretion. Francavilla v. Absolute Resols. VI, LLC, 478 N.J. Super. 171, 178

(App. Div. 2024), certif. den. 259 N.J. 319 (2024). This standard is consistent

with the equitable purposes underlying the doctrine, the application of which is

ordinarily "left to judicial discretion based on the factual circumstances of

individual cases." Dimitrakopoulos v. Borrus, Goldin, Foley, Vignuolo, Hyman

& Stahl, P.C., 237 N.J. 91, 114 (2019) (quoting Highland Lakes Country Club

& Cmty. Ass'n v. Nicastro, 201 N.J. 123, 125 (2009)). Thus, we will reverse

the trial court's exercise of discretion in applying the doctrine only if that

"exercise of discretion was 'manifestly unjust' under the circumstances."

Francavilla, 478 N.J. Super. at 178 (quoting Newark Morning Ledger Co. v. N.J.

Sports & Exposition Auth., 423 N.J. Super. 140, 174 (App. Div. 2011)).

As expressed in Rule 4:30A, the ECD "requires parties to an action to

raise all transactionally related claims in that same action." Francavilla, 478

N.J. Super. at 178-79 (quoting Largoza v. FKM Real Est. Holdings, Inc., 474

N.J. Super. 61, 79 (App. Div. 2022)). This doctrine "embodies the principle that

A-0203-24 7 the adjudication of a legal controversy should occur in one litigation in only one

court." Dimitrakopoulos, 237 N.J. at 108 (quoting Cogdell ex rel. Cogdell v.

Hosp. Ctr. at Orange, 116 N.J. 7, 15 (1989)). The doctrine "encompasses not

only matters actually litigated but also other aspects of a controversy that might

have been litigated and thereby decided in an earlier action." Francavilla, 478

N.J. at 179 (quoting Higgins v. Thurber, 413 N.J. Super. 1, 12 (App. Div. 2010)).

Therefore, the "central consideration," Wadeer v. New Jersey

Manufacturers Insurance Company, 220 N.J. 591, 605 (2015) (quoting DiTrolio

v. Antilles, 142 N.J. 253, 268 (1995)), and "initial inquiry is whether [the

multiple claims] 'arise from related facts or the same transaction or series of

transactions.'" Dimitrakopoulos, 237 N.J. at 109 (quoting DiTrolio, 142 N.J. at

267). It is the factual context "giving rise to the controversy itself, rather than

a commonality of claims, issues or parties, that triggers the requirement of

joinder to create a cohesive and complete litigation." Mystic Isle Dev. Corp. v.

Perskie & Nehmad, 142 N.J. 310, 323 (1995).

Further, the ECD serves "three fundamental purposes: (1) the need for

complete and final disposition through the avoidance of piecemeal decisions;

(2) fairness to parties to the action and those with a material interest in the

action; and (3) efficiency and the avoidance of waste and the reduction of delay."

A-0203-24 8 Bank Leumi USA v. Kloss, 243 N.J. 218, 227 (2020) (quoting DiTrolio, 142

N.J. at 267). In addition, the trial court is required to "consider whether the

party against whom the doctrine is sought to be invoked has had a fair and

reasonable opportunity to litigate that claim." Hobart Bros. Co. v. Nat'l Union

Fire Ins. Co., 354 N.J. Super. 229, 241 (App. Div. 2002). Thus, the doctrine

promotes the efficient administration of justice and fairness to all parties with a

material interest in the action. See Olds v. Donnelly, 150 N.J. 424, 432-34

(1997).

Pursuant to these principles, we reject Moerae's contention the McCarter

defendants waived their right to assert the ECD as a defense by permitting over

two years of intensive litigation to proceed—including extensive discovery,

substantial motion practice, and the expenditure of substantial resources—prior

to seeking dismissal on ECD grounds. Relying on Brown v. Brown, 208 N.J.

Super. 372, 384 (App. Div. 1986), Moerae further argues such delay undermines

the purpose of the doctrine, namely judicial economy and fairness, and

constitutes acquiescence in litigating the substantive issues, effecting a waiver

of the ECD defense. We are unconvinced because—unlike the defendant in

Brown—the McCarter defendants affirmatively asserted the ECD in both their

initial and amended answers, and therefore did not waive their right to assert it

A-0203-24 9 as a defense. See Kopin v. Orange Prods., Inc., 297 N.J. Super. 353, 375-76

(App. Div. 1997) (citing Brown and noting ECD is an affirmative defense when

finding defendant waived its ECD defense by failing to raise such in its answer).

We likewise reject Moerae's contention its malpractice and related claims

are factually and legally distinct from the claims asserted in the 2019 Collection

Action. Based on our review of the record, the core allegations underlying

Moerae's present suit—including the existence, purpose, and effect of the liens

at issue—were directly tied to McCarter's attempts to collect its unpaid legal

fees, the dispute that formed the basis of the 2019 Collection Action. The factual

circumstances—including Moerae's retention and subsequent termination of

McCarter, ongoing disputes regarding unpaid legal bills, McCarter's efforts to

secure payment, and the alleged harm arising from those actions—all originate

from the parties' intertwined attorney-client relationship and ensuing fee

dispute. These facts have remained unchanged since our review of the 2019

Collection Action.

As we noted in our prior opinion, Moerae knew the essential facts of its

claims against defendants prior to McCarter's complaint in March 2019, and "as

early as September 2018" prior to filing its answer. McCarter, slip op. at 34.

Moerae had "a fair and reasonable opportunity to investigate, assert, and litigate"

A-0203-24 10 all their claims in the 2019 Collection Action. Dimitrakopoulos, 237 N.J. at

118.

III.

We are not persuaded by Moerae's argument the McCarter defendants

should be judicially estopped from now asserting the ECD to bar its claims.

Moerae's argument rests on McCarter's opposition to Moerae's motion to amend

its answer in the 2019 Collection Action. In opposing the motion, McCarter

argued prejudice because the motion was filed after the close of discovery and

Moerae had been aware of the UCC notices. McCarter also argued the collection

claim arose during their representation of Moerae and the proposed claims arose

after its representation.

Judicial estoppel is an equitable doctrine designed to "protect 'the integrity

of the judicial process.'" Kimball Int'l, Inc. v. Northfield Metal Prods., 334 N.J.

Super. 596, 606 (App. Div. 2000) (quoting Cummings v. Bahr, 295 N.J. Super.

374, 387 (App. Div. 1996)). The doctrine provides "[w]hen a party successfully

asserts a position in a prior legal proceeding, that party cannot assert a contrary

position in subsequent litigation arising out of the same events." Adams v.

Yang, 475 N.J. Super. 1, 8 (App. Div. 2023) (alteration in original) (quoting

Kress v. LaVilla, 335 N.J. Super. 400, 412 (App. Div. 2000)). If a party

A-0203-24 11 previously advanced a position but it was not accepted or did not succeed, that

party is not bound by it in subsequent litigation. Ibid.

Contrary to Moerae's contention, the trial court denied Moerae's motion

to amend solely on the grounds of untimeliness and prejudice. Even though the

McCarter defendants directly contradict their prior position asserted in the 2019

Collection Action, we are satisfied the trial court correctly determined judicial

estoppel was not applicable because the ECD was not asserted in that matter.

See Kimball Int'l, 334 N.J. Super. at 606-07. Defendants are therefore not barred

from now asserting that Moerae's claims were barred by the ECD doctrine.

IV.

We next address Moerae's contention the trial court's application of the

ECD defied the doctrine's core principles of fairness and judicial economy .

Moerae misapprehends not only the application of the ECD but also its

objectives. The "objectives" of the ECD include "the promotion of conclusive

determinations, party fairness, and judicial economy and efficiency."

Dimitrakopoulos, 237 N.J. at 114 (quoting K-Land Corp. No. 28 v. Landis

Sewerage Auth., 173 N.J. 59, 70 (2002)). As we have noted, Moerae had a fair

and reasonable opportunity to assert its claims but failed to do so in a timely

manner in the 2019 Collection Action. Having reviewed the record, we conclude

A-0203-24 12 the trial court's consideration and application of the ECD to dismiss Moerae's

claims with prejudice was not "'manifestly unjust' under the circumstances."

Francavilla, 478 N.J. Super. at 178.

In regard to Lubit, Moerae asserts the ECD does not preclude related

claims against a new party. Accordingly, Moerae contends the trial court erred

in granting judgment in favor of Lubit on this basis. This argument is

unavailing.

Generally, a "[p]laintiff[] asserting a legal malpractice claim [is] relieved

from the burden of joining the attorney in the underlying action." Pressler &

Verniero, Current N.J. Court Rules, cmt. 5.8 on R. 4:30A (2026). Rule 4:30A

applies to "non-joinder of claims," while Rule 4:5-1(b)(2) "address[es] joinder

of parties." Kent Motor Cars, Inc. v. Reynolds & Reynolds Co., 207 N.J. 428,

444 (2011). Under Rule 4:30A, there is no mandatory party joinder requirement

under the ECD "except in special situations involving both inexcusable conduct

. . . and substantial prejudice to the non-party resulting from omission from the

first suit." C.P. v. Governing Body of Jehovah's Witnesses, 477 N.J. Super. 129,

140 (App. Div. 2023) (omission in original) (quoting Pressler &

Verniero, Current N.J. Court Rules, cmt. 1 on R. 4:30A (2024)).

A-0203-24 13 The ECD was extended to require the mandatory joinder of all parties

"who have a material interest in the controversy." Cogdell, 116 N.J. at 26. Rule

4:5-1(b)(2) requires parties to disclose the "names of any non-party who should

be joined in the action . . . because of potential liability to any party on the basis

of the same transactional facts." Thus, the Rule "serves 'to implement the

philosophy of the [ECD].'" Bank Leumi, 243 N.J. at 227 (quoting Pressler &

Verniero, Current N.J. Court Rules, cmt. 1 on R. 4:5-1 (2019)).

While the trial court did not expressly invoke Rule 4:5-1(b)(2) in

precluding Moerae's claims against Lubit, we are satisfied it properly exercised

its discretion in finding those claims were likewise barred by the ECD. Moerae

did not certify all known necessary parties had been joined in the 2019

Collection Action. Nevertheless, Moerae's claims against Lubit arose solely

from actions she took as a partner and agent of McCarter. Accordingly, these

claims should have been asserted in the 2019 Collection Action. See Green

Knight Cap., LLC v. Calderon, 469 N.J. Super. 390, 393 n.1 (App. Div. 2021)

("[A]ppellate courts review orders, not opinions . . . . An appellate court is 'free

to affirm the trial court's decision on grounds different from those relied upon

by the trial court.'" (quoting State v. Heisler, 422 N.J. Super. 399, 416 (App.

A-0203-24 14 Div. 2011))). We discern no error in the court's ruling barring Moerae's claims

against Lubit.

In sum, Moerae's complaint was properly dismissed under the ECD

because the judgment in the 2019 Collection Action was valid, final, and

rendered on the merits; the parties in both actions were identical; and the claims

arose from McCarter's efforts to recover unpaid legal fees and costs.

Accordingly, the trial court appropriately exercised its discretion in applying the

ECD and there is no basis to disturb the trial judge's determination.

We need not reach the issue of whether the trial court abused its discretion

in denying Moerae's motion for reconsideration. Moreover, Moerae did not brief

this issue on appeal. "An issue not briefed on appeal is deemed waived." See

Woodlands Cmty. Ass'n, Inc. v. Mitchell, 450 N.J. Super. 310, 318-19 (App.

Div. 2017) (quoting Sklodowsky v. Lushis, 417 N.J. Super. 648, 657 (App. Div.

2011)). Thus, we deem the issue waived.

Affirmed.

A-0203-24 15