NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court ."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-2856-24
NARROW PATH TRANSPORT LLC,
Plaintiff-Respondent,
v.
TOTAL QUALITY LOGISTICS, LLC,
Defendant-Appellant. __________________________
Submitted January 14, 2026 – Decided February 9, 2026
Before Judges Paganelli and Vanek.
On appeal from the Superior Court of New Jersey, Law Division, Burlington County, Docket No. SC-000213- 25.
Kublanovsky Law LLC, attorneys for appellant (Eugene Kublanovsky and Erik Dykema, on the brief).
Respondent has not filed a brief.
PER CURIAM Defendant Total Quality Logistics, LLC (TQL) appeals from a judgment
entered for plaintiff Narrow Path Transport, LLC (Narrow Path) in the Special
Civil Part, Small Claims Division, after the trial court denied TQL's motion to
dismiss the complaint based on a contractual forum selection clause requiring
the parties to litigate in Ohio.1 We vacate the judgment and remand for the court
to set forth a statement of reasons comporting with Rule 1:7-4 after determining
whether the forum selection clause is enforceable or has been waived, based on
prevailing law. In the event the court finds litigation was properly commenced
in New Jersey, it shall conduct a new trial based on sworn testimony.
I.
TQL is an Ohio-based company that arranges freight transportation
services on behalf of third-party customers. Narrow Path is a New Jersey-based
freight carrier.
On or about July 17, 2023, TQL entered into a "Broker-Carrier"
Agreement (the Agreement) with Narrow Path to transport vehicle trailers for
TQL's customers on request. The Agreement contained a provision requiring
Narrow Path to indemnify TQL against certain claims related to its performance
under the Agreement. The Agreement allowed TQL to offset Narrow Path's
1 The record does not reference a separate order denying TQL's motion. A-2856-24 2 indemnity obligations to TQL or its customers against any amount due to
Narrow Path.
Section 15 of the Agreement provides:
This Agreement will be governed by the laws of the State of Ohio, except to the extent that federal transportation Laws preempt those laws, without giving effect to conflict of law provisions which would result in the application of any law other than Ohio law. The [p]arties consent to the jurisdiction of the state court located in Clermont County, Ohio, waive any objection to the jurisdiction of that court, and agree that any dispute between the [p]arties, including, without limitation, those arising under or related to this Agreement, will be brought in that court, which will have exclusive jurisdiction over such dispute.
Narrow Path subsequently filed a small claims complaint against TQL
seeking reimbursement of an amount TQL had deducted from Narrow Path's
earnings on other TQL jobs to pay for a customer's damages pursuant to the
Agreement's indemnification and offset provisions. The court scheduled trial
for April 24, 2025. A few days before trial, TQL moved to dismiss the complaint
based on the Agreement's forum selection clause, which requires litigation to
proceed in an Ohio state court.
Initially only Narrow Path's representatives were present in the courtroom
for trial; TQL's representative later joined remotely. The record does not reflect
any of the individuals were sworn in before providing trial testimony. Narrow
A-2856-24 3 Path did not argue the forum selection clause was inapplicable in opposition to
TQL's motion. After hearing from Narrow Path as to its request for the entry of
judgment, the judge denied TQL's dismissal motion, stating that TQL subjected
itself to the jurisdiction of New Jersey courts based on the parties' course of
conduct, which included seventy prior transports.
The judge then entered a monetary judgment in favor of Narrow Path
based on unsworn trial proofs. TQL argues on appeal that the judge erred by
denying its dismissal motion seeking to enforce the Agreement's forum selection
clause and by entering a judgment absent subject matter jurisdiction.
II.
A court cannot hear a case if it lacks subject matter jurisdiction. Peper v.
Princeton Univ. Bd. of Trustees, 77 N.J. 55, 65 (1978). "A court lacks subject
matter jurisdiction over a case if it is brought in an ineligible forum. . . . [Thus]
a plaintiff cannot file suit in a court if he or she has entered into an enforceable
agreement to bring such claims in another forum." Hoffman v. Supplements
Togo Mgmt., LLC, 419 N.J. Super. 596, 606 (App. Div. 2011).
Our standard of review of a trial court's determination as to whether it has
subject matter jurisdiction is well settled. We review whether a court has subject
matter jurisdiction de novo. AmeriCare Emergency Med. Serv., Inc. v. City of
A-2856-24 4 Orange Twp., 463 N.J. Super. 562, 570 (App. Div. 2020). Likewise, our review
of a court's ruling on the enforceability of a forum selection clause is de novo.
Largoza v. FKM Real Estate Holdings, Inc., 474 N.J. Super. 61, 72 (App. Div.
2022).
Our ability to resolve an appeal is largely dependent on the trial court's
compliance with its Rule 1:7-4 obligation to "'state clearly [its] factual findings
and correlate them with relevant legal conclusions, so that parties and the
appellate courts [are] informed of the rationale underlying th[ose]
conclusion[s].'" Avelino-Catabran v. Catabran, 445 N.J. Super. 574, 594-95
(App. Div. 2016) (alterations in original). Without a statement of reasons, "we
are left to conjecture as to what the judge may have had in mind." Salch v.
Salch, 240 N.J. Super. 441, 443 (App. Div. 1990).
III.
Based on our review of the record and prevailing law, we are constrained
to vacate the judgment and remand for the court to comply with Rule 1:7-4 as
to its denial of TQL's dismissal motion because the determination not to enforce
the forum selection clause was without explanation.
A.
It is well established that contracting parties may agree to resolve any
A-2856-24 5 dispute arising from their agreement in a particular forum. See McNeill v. Zoref,
297 N.J. Super. 213, 219 (App. Div. 1997). "[F]orum selection clauses are prima
facie valid and enforceable in New Jersey." Largoza, 474 N.J. Super. at 72
(alteration in original) (quoting Caspi v. Microsoft Network, LLC, 323 N.J.
Super. 118, 122 (App. Div. 1999)). "Forum selection clauses 'will be enforced
unless the party objecting thereto demonstrates: (1) the clause is a result of fraud
or overweening bargaining power, or (2) the enforcement in a foreign forum
would violate strong public policy of the local forum, or (3) enforcement would
be seriously inconvenient for the trial.'" Id. at 72-73 (quoting McNeill, 297 N.J.
at 219).
Where an enforceable forum selection clause binds the parties, whether
New Jersey courts could have exercised personal jurisdiction over the defendant
is irrelevant. See Allure Pet Products, LLC v. Donnelly Mktg. & Dev. LLC, 477
N.J. Super. 541, 555 (App. Div.
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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-2856-24
NARROW PATH TRANSPORT LLC,
Plaintiff-Respondent,
v.
TOTAL QUALITY LOGISTICS, LLC,
Defendant-Appellant. __________________________
Submitted January 14, 2026 – Decided February 9, 2026
Before Judges Paganelli and Vanek.
On appeal from the Superior Court of New Jersey, Law Division, Burlington County, Docket No. SC-000213- 25.
Kublanovsky Law LLC, attorneys for appellant (Eugene Kublanovsky and Erik Dykema, on the brief).
Respondent has not filed a brief.
PER CURIAM Defendant Total Quality Logistics, LLC (TQL) appeals from a judgment
entered for plaintiff Narrow Path Transport, LLC (Narrow Path) in the Special
Civil Part, Small Claims Division, after the trial court denied TQL's motion to
dismiss the complaint based on a contractual forum selection clause requiring
the parties to litigate in Ohio.1 We vacate the judgment and remand for the court
to set forth a statement of reasons comporting with Rule 1:7-4 after determining
whether the forum selection clause is enforceable or has been waived, based on
prevailing law. In the event the court finds litigation was properly commenced
in New Jersey, it shall conduct a new trial based on sworn testimony.
I.
TQL is an Ohio-based company that arranges freight transportation
services on behalf of third-party customers. Narrow Path is a New Jersey-based
freight carrier.
On or about July 17, 2023, TQL entered into a "Broker-Carrier"
Agreement (the Agreement) with Narrow Path to transport vehicle trailers for
TQL's customers on request. The Agreement contained a provision requiring
Narrow Path to indemnify TQL against certain claims related to its performance
under the Agreement. The Agreement allowed TQL to offset Narrow Path's
1 The record does not reference a separate order denying TQL's motion. A-2856-24 2 indemnity obligations to TQL or its customers against any amount due to
Narrow Path.
Section 15 of the Agreement provides:
This Agreement will be governed by the laws of the State of Ohio, except to the extent that federal transportation Laws preempt those laws, without giving effect to conflict of law provisions which would result in the application of any law other than Ohio law. The [p]arties consent to the jurisdiction of the state court located in Clermont County, Ohio, waive any objection to the jurisdiction of that court, and agree that any dispute between the [p]arties, including, without limitation, those arising under or related to this Agreement, will be brought in that court, which will have exclusive jurisdiction over such dispute.
Narrow Path subsequently filed a small claims complaint against TQL
seeking reimbursement of an amount TQL had deducted from Narrow Path's
earnings on other TQL jobs to pay for a customer's damages pursuant to the
Agreement's indemnification and offset provisions. The court scheduled trial
for April 24, 2025. A few days before trial, TQL moved to dismiss the complaint
based on the Agreement's forum selection clause, which requires litigation to
proceed in an Ohio state court.
Initially only Narrow Path's representatives were present in the courtroom
for trial; TQL's representative later joined remotely. The record does not reflect
any of the individuals were sworn in before providing trial testimony. Narrow
A-2856-24 3 Path did not argue the forum selection clause was inapplicable in opposition to
TQL's motion. After hearing from Narrow Path as to its request for the entry of
judgment, the judge denied TQL's dismissal motion, stating that TQL subjected
itself to the jurisdiction of New Jersey courts based on the parties' course of
conduct, which included seventy prior transports.
The judge then entered a monetary judgment in favor of Narrow Path
based on unsworn trial proofs. TQL argues on appeal that the judge erred by
denying its dismissal motion seeking to enforce the Agreement's forum selection
clause and by entering a judgment absent subject matter jurisdiction.
II.
A court cannot hear a case if it lacks subject matter jurisdiction. Peper v.
Princeton Univ. Bd. of Trustees, 77 N.J. 55, 65 (1978). "A court lacks subject
matter jurisdiction over a case if it is brought in an ineligible forum. . . . [Thus]
a plaintiff cannot file suit in a court if he or she has entered into an enforceable
agreement to bring such claims in another forum." Hoffman v. Supplements
Togo Mgmt., LLC, 419 N.J. Super. 596, 606 (App. Div. 2011).
Our standard of review of a trial court's determination as to whether it has
subject matter jurisdiction is well settled. We review whether a court has subject
matter jurisdiction de novo. AmeriCare Emergency Med. Serv., Inc. v. City of
A-2856-24 4 Orange Twp., 463 N.J. Super. 562, 570 (App. Div. 2020). Likewise, our review
of a court's ruling on the enforceability of a forum selection clause is de novo.
Largoza v. FKM Real Estate Holdings, Inc., 474 N.J. Super. 61, 72 (App. Div.
2022).
Our ability to resolve an appeal is largely dependent on the trial court's
compliance with its Rule 1:7-4 obligation to "'state clearly [its] factual findings
and correlate them with relevant legal conclusions, so that parties and the
appellate courts [are] informed of the rationale underlying th[ose]
conclusion[s].'" Avelino-Catabran v. Catabran, 445 N.J. Super. 574, 594-95
(App. Div. 2016) (alterations in original). Without a statement of reasons, "we
are left to conjecture as to what the judge may have had in mind." Salch v.
Salch, 240 N.J. Super. 441, 443 (App. Div. 1990).
III.
Based on our review of the record and prevailing law, we are constrained
to vacate the judgment and remand for the court to comply with Rule 1:7-4 as
to its denial of TQL's dismissal motion because the determination not to enforce
the forum selection clause was without explanation.
A.
It is well established that contracting parties may agree to resolve any
A-2856-24 5 dispute arising from their agreement in a particular forum. See McNeill v. Zoref,
297 N.J. Super. 213, 219 (App. Div. 1997). "[F]orum selection clauses are prima
facie valid and enforceable in New Jersey." Largoza, 474 N.J. Super. at 72
(alteration in original) (quoting Caspi v. Microsoft Network, LLC, 323 N.J.
Super. 118, 122 (App. Div. 1999)). "Forum selection clauses 'will be enforced
unless the party objecting thereto demonstrates: (1) the clause is a result of fraud
or overweening bargaining power, or (2) the enforcement in a foreign forum
would violate strong public policy of the local forum, or (3) enforcement would
be seriously inconvenient for the trial.'" Id. at 72-73 (quoting McNeill, 297 N.J.
at 219).
Where an enforceable forum selection clause binds the parties, whether
New Jersey courts could have exercised personal jurisdiction over the defendant
is irrelevant. See Allure Pet Products, LLC v. Donnelly Mktg. & Dev. LLC, 477
N.J. Super. 541, 555 (App. Div. 2024) (noting nonresident defendant having
minimum contacts with New Jersey could have included a forum selection
clause in its contract to require disputes be litigated elsewhere).
A party may waive their right to enforce a forum selection clause. Knorr
v. Smeal, 178 N.J. 169, 177 (2003). Waiver constitutes "the voluntary and
intentional relinquishment of a known right." Ibid. To be effective, a waiving
A-2856-24 6 party must have "full knowledge of their legal rights and inten[d] to surrender
those rights." Ibid. Waiver is not required to be made expressly and may be
inferred from conduct in addition to explicit declarations. Ibid. "The party
waiving a known right must do so clearly, unequivocally, and decisively." Ibid.
A court's analysis regarding the waiver of a forum selection clause is
similar to the analysis conducted regarding the waiver of an arbitration clause.
See Largoza, 474 N.J. Super. at 85. The analysis requires a trial court to
consider:
(1) the delay in making the [enforcement] request; (2) the filing of any motions, particularly dispositive motions, and their outcomes; (3) whether the delay in seeking [enforcement] was part of the party's litigation strategy; (4) the extent of discovery conducted; (5) whether the party raised the [enforcement] issue in its pleadings, particularly as an affirmative defense, or provided other notification of its intent to seek arbitration; (6) the proximity of the date on which the party sought [enforcement] to the date of trial; and (7) the resulting prejudice suffered by the other party, if any.
[Cole v. Jersey City Med. Center, 215 N.J. 265, 280-81 (2013).]
B.
Because the record is devoid of clear findings underpinning the trial
court's decision not to enforce the forum selection clause, we are compelled to
A-2856-24 7 vacate the judgment and remand for compliance with Rule 1:7-4. The judge did
not analyze whether the clause was enforceable based on prevailing law. Based
on the information we glean from the record, the judge failed to set forth any
analysis of the Cole factors in determining that TQL waived enforcement of the
forum selection clause.
Thus, we vacate the judgment and remand for the judge to issue a
statement of reasons, "stat[ing] clearly [its] factual findings and correlat[ing]
them with relevant legal conclusions," as to all issues consistent with this
opinion. Catabran, 445 N.J. Super. at 594 (second alteration in the original).
We express no opinion as to the outcome on remand.
If the trial judge concludes the Agreement's forum selection clause is
unenforceable or TQL waived enforcement of that clause and determines that
the litigation should proceed in New Jersey, the matter shall be scheduled for a
new trial and any trial witnesses shall be sworn prior to providing testimony .
See N.J. Div. of Youth and Fam. Servs. v. J.Y., 352 N.J. Super. 245, 265 (App.
Div. 2002) (noting that, under N.J.R.E. 603, "[t]estimonial evidence must be
presented through witnesses who are under oath").
Vacated and remanded. We do not retain jurisdiction.
A-2856-24 8