NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court ."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-1293-24
PRADEEP KHANNA and ASHMEE KHANNA,
Plaintiffs-Respondents,
v.
SANDEEP KALRA, GLOBAL PROPERTIES & HOLDINGS, LLC,
Defendants-Appellants,
and
SANDEEP KALRA, in his individual capacity and on behalf of GLOBAL PROPERTIES & HOLDINGS LLC,
Defendant/Third-Party Plaintiff-Appellant,
SUCHITA PERTI, RAJEEV PERTI, GLOBAL CONSUMER PRODUCTS t/a OVERDRIVE LIGHTING, Third-Party Defendants- Respondents. ____________________________
Argued April 21, 2026 – Decided June 3, 2026
Before Judges Gilson, Perez Friscia and Vinci.
On appeal from the Superior Court of New Jersey, Law Division, Essex County, Docket No. L-6624-19.
Justin A. Jacobs argued the cause for appellant Sandeep Kalra (Law Advocates LLC, attorneys; Justin A. Jacobs, of counsel and on the briefs).
Joseph Elmo Cauda, Jr., argued the cause for respondents Pradeep Khanna and Ashmee Khanna, (Schumann Hanlon Margulies, LLC, attorneys; Robert E. Margulies, of counsel; Joseph Elmo Cauda, Jr., on the brief).
Paul H. Appel argued the cause for third-party respondents Suchita Perti, Rajeev Perti, and Global Consumer Products.
PER CURIAM
Defendant Sandeep Kalra appeals from a December 9, 2024 judgment
entered in favor of plaintiffs Pradeep Khanna and Ashmee Khanna and third-
party defendants Suchita Perti, Rajeev Perti, and Global Consumer Products
A-1293-24 2 (Products), and a March 2, 2023 order denying his cross-motion for partial
summary judgment. 1 We affirm.
I.
In September 2019, Khanna filed a complaint against defendant and
Global Properties & Holdings LLC (Properties) seeking dissolution of
Properties and distribution of the proceeds of the sale of its only asset, a
warehouse in Clifton (the warehouse), among other claims unrelated to this
appeal. Khanna's wife, Ashmee, was later added as a plaintiff. In response,
defendant filed a counterclaim against Khanna and a third-party complaint
against Rajeev, Suchita, and Products, an entity owned by Khanna, Rajeev, and
Suchita.
In his counterclaim, defendant alleged Khanna misappropriated over $4.2
million from Global Clothing Network, Inc. (Clothing), a company owned by
Khanna, defendant, and non-party Mickey Mehta, from November 2006 through
March 2007 (the transfers claim). Defendant also alleged Khanna improperly
usurped a business opportunity by using partnership assets to fund his own
1 Because plaintiffs share a common surname we refer to Ashmee Khanna as Ashmee for clarity. Additionally, because Rajeev and Suchita Perti, and other individuals mentioned in this opinion, share a common surname, we refer to them as Rajeev and Suchita. No disrespect is intended. A-1293-24 3 interest in Products (the usurped business opportunity claim). Specifically, he
alleged Khanna secretly obtained a fifty-percent interest in Products by allowing
it to use the warehouse rent-free and using funds he misappropriated from
Clothing. Defendant additionally alleged Khanna owed him a share of the
proceeds of two commercial properties previously owned by their companies
Big Apple Apparel Pvt. Ltd. (Big Apple) and Global Garments Pvt. Ltd.
(Garments) in India (the India real estate claim).
II.
After the close of discovery, Khanna moved for partial summary judgment
contending defendant's transfers claim was barred by the applicable six-year
statute of limitations set forth in N.J.S.A. 2A:14-1(a). Defendant cross-moved
for summary judgment on the transfers claim. On March 2, 2023, after hearing
oral argument, the motion judge entered an order denying both motions
supported by an oral opinion.
As to defendant's cross-motion, the motion judge determined:
Even though . . . Khanna does not have any supporting documents, . . . Khanna has given his reason for the fraudulent transaction and the [c]ourt finds that it is a jury question . . . whether or not . . . Khanna has a valid response to his reasons for the alleged fraudulent transactions.
A-1293-24 4 The motion judge also found defendant's "self-serving testimony as to his
ignorance of all the finances of Clothing should not . . . go untested and his
credibility is an issue that must be decided by the jury."
III.
A different judge conducted a bench trial over twenty-three non-
consecutive days from September 2023, through July 2024. We summarize the
relevant facts adduced at trial.
a. The Transfers Claim
Khanna, defendant, and Mehta were friends, born in India, who came to
the United States and became business partners. Khanna trained as an
accountant in India and later passed the certified public accountant exam in
California but was never licensed as an accountant in the United States.
All three had experience working in the wholesale clothing industry in the
United States. In 1989, Khanna came to the United States to work for a clothing
wholesaler in Los Angeles, which was a subsidiary of North American Design
Workshop (NADW), where he met Mehta. In 1990, Khanna moved to New
York where he met defendant who worked at NADW's New York office.
In 1994, Mehta and defendant left NADW to join a competing company,
Resist. Defendant testified they were "the first two to join and start the
A-1293-24 5 company." Mehta was "in charge of the whole company" and defendant
"handle[d] the women's division." They grew the "company in the very first
year to almost [twenty] million [dollars] in revenue" and it was "a great success."
In July 1997, defendant and Mehta left Resist because "it was time to try
[their] hands and try something of [their] own." They formed Clothing, a
wholesale clothing company, in California.
In September 1997, defendant and Mehta asked Khanna to join Clothing.
According to defendant, they asked Khanna to join Clothing because they lacked
experience with managing the finances of a business and knew Khanna was
trained as an accountant. According to Khanna, they approached him because
"of [his] skills . . . in financial matters" and his "cash resources, [his] family
money in India." Khanna testified defendant and Mehta "understood from the
beginning that in addition to [his] expertise . . . [he] would make available [his]
family money." The "family money" to which Khanna referred was held by
Ashmee's late father, Prem Nath Perti, and late brother, Sanjeev Perti.2
Khanna joined Clothing as an equal partner with defendant and Mehta.
Khanna's interest was held in Ashmee's name, although she performed no work
2 Again, because numerous individuals share a common surname, we refer to Prem Nath Perti and Sanjeev Perti as Prem and Sanjeev. No disrespect is intended. A-1293-24 6 for the company. Mehta, as "President," was responsible for the men's and boy's
clothing division. Defendant, as "Senior Vice President," was responsible for
the women's clothing division. Khanna, as "Chief Financial Officer," was
responsible for financial matters.
The partners operated Clothing informally. Although they met and
communicated about business regularly, they did not observe corporate
formalities, including conducting shareholder meetings or passing resolutions,
except when necessary for purposes of interacting with banks.
Clothing's suppliers were primarily located in China, Nepal, and India.
According to Khanna, from 1997 through 2004, the suppliers were not willing
to extend credit to Clothing because it was an unknown entity, and the three
partners were not in a position to provide cash collateral. Khanna testified Prem
and Sanjeev advanced funds to Clothing from their personal account at the Bank
of Baroda in India (Baroda), which funds were paid directly to the supplier
factories.
In addition, during the relevant time period, Clothing's products were
subject to United States government established "quotas." Quotas were
government-imposed limits of certain imported goods and were necessary to
clear United States Customs and Border Protection. Clothing's quotas were
A-1293-24 7 handled by defendant because he was responsible for sourcing. A quota could
be purchased from a broker, or it could be purchased directly from the supplier
factories. According to Khanna, his family's money was also used to purchase
quotas. The funds would be deposited into defendant's Baroda account or
delivered directly to a supplier or quota broker at defendant's direction.
Khanna testified his family's money that was used to pay the supplier
factories overseas and to purchase quotas did not "show up as family money in
the books of Clothing because [it was] not directly received into Clothing's bank
accounts . . . it was advanced on behalf of Clothing overseas." Instead, the
family money that was advanced was included as accounts payable on Clothing's
financial statements, which were prepared by independent accounting firms and
issued every year. From 2000 through 2005, Clothing's accounts payable, as
reflected on its audited financial statements, increased from $1,278,891 to
$3,789,985. Khanna testified that this was due to the funds his family advanced
to Clothing. In Clothing's audited financial statement as of December 31, 2006,
after Khanna's family was substantially repaid, Clothing's accounts receivables
decreased to $560,183.
Khanna testified defendant kept very detailed handwritten records of the
funds paid to factories and the family funds that were advanced. Due to the
A-1293-24 8 passage of time, Khanna was only able to locate a few documents that he
contended established the payments by his family on behalf of Clothing. One
of those documents was a worksheet dated March 31, 2001, that included
defendant's handwritten notations. Khanna explained the family funds that were
advanced appeared on the worksheet as entries for quotas and as advances for
Clothing's sourcing activities. The worksheet included entries designated
"Fabric Quota," "VEND ADV," and "PURCH ADV- USF," which Khanna
explained were notations defendant used to track the funds that were advanced
to Clothing by his family.
Khanna testified that from November 2006, through March 2007, he
reimbursed his family for the funds that were advanced using funds from
Clothing's bank account in the United States. Defendant contends Khanna
transferred a total of $4,257,295.67. Khanna sent the money in over thirty
separate transactions using cashier's checks and deposited the funds in Prem's
HSBC bank account in India, on which Khanna was also a signatory.
Defendant denied Khanna's claim that his family advanced funds to
Clothing. He testified Clothing "was profitable from the day it started" and did
not need to borrow money from Khanna's family. Defendant characterized
Khanna's claim that his family provided cash collateral as "a lie" and "a fiction."
A-1293-24 9 Defendant contended Clothing's financial records identified all of Clothing's
lenders and related party transactions and there is no mention of any advances
of Khanna's family money. Defendant denied that the March 31, 2001
worksheet related to funds advanced to Clothing by Khanna's family in India.
At trial, defendant called Mehta, Clothing's bookkeeper, Raghuram
Mariyappa, and representatives of three of Clothing's suppliers as witnesses, all
of whom testified that they were unaware of any advances of funds by Khanna's
family. The suppliers also testified that Clothing did not need to give cash to
factories prior to receiving goods and did not pay the factories for quotas.
Defendant argued Khanna's testimony was inconsistent with his response to a
United States Internal Revenue Service investigation in which he declined to
answer certain questions based on his "invocation of the Fifth Amendment."
b. The Usurped Business Opportunity Claim
In 2005, defendant, Khanna, and Mehta formed Properties and purchased
the warehouse primarily for use by Clothing. Each partner held a one-third
interest in Properties.
The warehouse was approximately 23,000 square feet. Khanna testified
that "in 2007, because [Clothing's] sales really went down
significantly, . . . [they] had a lot of vacant space, unused space." Clothing was
A-1293-24 10 only using "between [twenty-five] and [thirty-three]" percent of the space. The
warehouse was "like an open box" where everybody had access to everything.
In order to lease space in the warehouse to an unknown tenant, Properties would
have needed to divide the space and install separate entrances. Khanna testified
leasing the unused space to an unknown tenant was economically untenable.
In 2006, Suchita and Rajeev formed Products, which marketed specialty
lighting products. Rajeev and defendant were close personal friends. In 2007,
Products began to use a small amount of space in the warehouse without paying
rent. Khanna testified that if Products did not use the space, it would have
remained vacant.
In 2008, Khanna purchased a fifty-percent interest in Products in
exchange for $25,000 and his commitment to infuse more money into Products
in the future. Khanna did not tell defendant or Mehta about his interest in
Products.
From December 2007 through March 2008, Khanna transferred
approximately $1 million from Prem's HSBC Account in India to Rajeev's bank
account in the United States. From January 2008 through May 2008, Rajeev
and Suchita personally loaned Products over $400,000. Defendant contends the
A-1293-24 11 funds Rajeev and Suchita loaned Products can be traced back to the funds
Khanna transferred from Clothing to Prem's HSBC account in India.
From 2009 until 2013, Products paid rent in the amount of $1,500 per
month for the warehouse. From 2014 through 2018, Products paid $6,000 per
month in rent.
c. The India Real Estate Claim
In 2005, defendant and Khanna decided to invest together in residential
and commercial real estate in India. 3 They purchased two commercial
properties: Big Apple purchased property known as Kundli, and Garments
purchased property known as Ecotech (the commercial properties).
It is undisputed defendant and Khanna agreed they would equally invest
in the commercial properties and, when the properties were sold, they would
"get back the money [they each] put in, and then . . . equally split any profits"
from the sales. For reasons not relevant to this appeal, defendant's interests in
Big Apple and Garments were held by Rajeev, as defendant's nominee.
At trial, defendant testified he initially transferred $100,000 to Khanna for
their "joint venture" involving the purchase of residential and commercial real
3 Their investments in residential real estate are not the subject of this appeal. A-1293-24 12 estate in India. Defendant also testified Khanna withdrew "2.7, 2.8 Indian
[R]upees " (INR) from his bank account in India in 2009 and 2010.
In September 2015, Khanna and Rajeev sold their interests in Big Apple,
and on March 20, 2017, they sold their interests in Garments. Defendant
concedes he received two checks for his share of the sale of his interest in Big
Apple. Khanna and Rajeev each received 14,236,225 INR from the sale of
Garments and paid a brokerage fee of 759,000 INR.4 Rajeev transferred his
portion of the sales proceeds less the brokerage fee, 13,856,725 INR, to Khanna,
who is holding the funds, in INR, in his bank account in India.
At trial, Khanna testified he owed defendant 2.97 Indian Crore
(29,700,000 INR) "net before . . . taxes" from the sale of Garments and Big
Apple "including his investment and his share of [the] gains." Khanna based his
testimony, in part, on a "one page summary worksheet of . . . bank transactions
between [him] and [defendant]" that they "went over . . . a few times."
According to Khanna, that document, designated PKAL-31, "cover[ed] all the
transactions in India . . . between [him] and [defendant]," including transactions
relating to the commercial and residential properties.
4 The parties stipulated the conversion rate on March 20, 2017, was 65.34 INR to $1 United States Dollar (USD). A-1293-24 13 IV.
On December 9, 2024, the trial judge entered the judgment supported by
a thirty-three-page written opinion. Relevant to this appeal, he ordered "[t]he
29,700,000 INR is to be distributed to [defendant] from the fund held by Khanna
from the India [r]eal [e]state transactions," and dismissed all other claims,
counterclaims, and the third-party complaint with prejudice.
The judge recognized "[i]n many respects, the issues . . . before [him]
turned on credibility." He found "Khanna to be credible" and "did not find any
indication that he was attempting to mislead" him. The judge "found [defendant]
to be less credible." "In general, his demeanor was not as consistent as that of
Khanna and at times his body language expressed that he was seeking to have
the [judge] accept a certain viewpoint as being a set of facts." He "did not find
the testimony of the non-party witnesses to be credible or of any particular value
to [him] in making [his] findings."
The judge found "[t]he evidence showed that the parties conducted
business in a manner that did not involve exact compliance with corporate
formalities." He concluded they "ran the business and operated in a way that
reflected the reality of a small business" and their "functions comported with the
skills that each brought to the venture." "In this way, the fact that Khanna may
A-1293-24 14 have had a title of chief financial officer, [did] not in the context of this business
indicate that he had a heightened, or particular, fiduciary responsibility to the
parties or the businesses." Rather, "that title was an indication that within the
business with the limited number of partners, Khanna's skill-set and experience
warranted him addressing the financial issues–and holding that title in the event
that signature by the [chief financial officer] was required by a bank or other
third-party."
The judge found defendant failed to establish "that Khanna breached any
fiduciary duty owed to the entities or to the members." He specifically found
defendant's "testimony with respect to these issues was not credible" and his
"testimony seemed more to be an attempt to have the [judge] accept a particular
narrative rather than providing . . . complete and accurate information."
He also found "Khanna's actions [fell] within the business judgment rule."
The judge concluded, "[i]f there was an overall finding from the extensive
testimony at trial, it was this–these were serious businessmen, who engaged in
and built businesses involving muti-national transactions" and "knew what their
business was about." The judge found "the substance of the way that each
partner conducted the part of the business for which they were responsible was
A-1293-24 15 known and approved" and "where there ha[d] been approval, the standard that
applies involves the business judgment rule."
Addressing the transfers claim, the judge found defendant "did not provide
sufficient credible evidence to show that Khanna committed the torts of
conversion and fraudulent concealment." He concluded while defendant "may
have been more involved in design and sourcing, he was not credible in asserting
that he was not aware of extensive transfers of monies." He denied defendant's
claim "with respect to improper repayment of loans, capital contributions[,] and
other claims of wrongdoing."
The judge dismissed defendant's usurped business opportunity claim
because "[a]pplying the factors to the credible evidence at trial" he found
defendant did not establish "Khanna usurped a corporate opportunity as
concerns Products." He found the "business operations of Products was distinct
from that of Clothing" and although "Products operated out of space at the
warehouse, the credible evidence was that Clothing was not using all of the
space" and "[t]he companies were not in competition with one another." The
judge also determined "there was no credible evidence that any of the parties
anticipated that the others would involve them in all of the various business
ventures in which they were engaged."
A-1293-24 16 The judge rejected defendant's claim that Khanna usurped a business
opportunity by allowing Products to use space in the warehouse. He found
"[e]xcept for a period in 2007 and 2008, when Products occupied minimal space
and did not pay any rent, Products paid rent . . . to Clothing and . . . Properties."
The judge determined the "credible evidence showed that Clothing had never
used the entire warehouse." "Clothing used . . . one-half of the space. As
business declined, Clothing used even less than one-half of the space."
The judge concluded the "[e]vidence indicated that it would not have been
economically viable to obtain approvals and permits and install the necessary
fit-ups" to "lease [the] space to any entity that was not known to the parties."
The judge determined "[t]here was sufficient credible evidence to support the
conclusion that use of a part of the [w]arehouse by Products was appropriate and
allowed the parties to receive some rental income." He found defendant's
testimony "that Properties could have leased space in some fashion other than
what was done in this case . . . not [to] be credible."
With respect to defendant's India real estate claim, the judge found
defendant was "entitled to have the monies (29,700,000 INR), which are being
held in [INR] by Khanna." The judge dismissed defendant's third-party claims
against Rajeev, Suchita, and Products because it "did not find that
A-1293-24 17 Khanna . . . committed the torts that [defendant] assert[ed] were aided and
abetted."
On appeal, defendant argues: (1) the motion judge "erred as a matter of
law by denying [his] motion for partial summary judgment after rejecting
Khanna's statute of limitations defense"; (2) the judge's "finding that Khanna
did not owe his partners fiduciary duties should be reversed"; (3) the judge's
"finding that Khanna's conduct was protected by the business judgment rule
should be reversed"; (4) "judgment should be entered in favor of [defendant] on
the [t]ransfers [c]laim because the evidence at trial was insufficient to meet
Khanna's heavy burden of proving that the transfers were fair to Clothing"; (5)
the judge "applied the wrong standard in evaluating [defendant's] [u]surped
[b]usiness [o]pportunity claim"; (6) the judge's "calculation of damages for
[defendant's] India [r]eal [e]state [c]laim should be reversed"; and (7) the
dismissal of the third-party claims should be reversed.
VI.
Defendant's contention that the motion judge improperly denied his
motion for partial summary judgment on the transfers claim lacks merit. Our
review of a trial court's grant or denial of a motion for summary judgment is de
A-1293-24 18 novo. Samolyk v. Berthe, 251 N.J. 73, 78 (2022). Like the trial court, we
consider "whether the competent evidential materials presented, when viewed
in the light most favorable to the non-moving party, are sufficient to permit a
rational factfinder to resolve the alleged disputed issue in favor of the non-
moving party." Brill v. Guardian Life Ins. Co. of Am., 142 N.J. 520, 540 (1995).
Defendant contends the motion judge's "conclusion that [defendant] did
not know about the [t]ransfers undermined Khanna's entire defense and should
have resulted in the grant of summary judgment in favor of" defendant. That
contention is not convincing.
As the motion judge recognized, the issue was whether the transfers were
repayments of funds Khanna's family advanced to Clothing, as claimed by
Khanna, or the misappropriation of funds, as alleged by defendant. Based on
our de novo review, we are convinced the motion judge properly concluded the
parties' competing claims raised genuine issues of material fact for the finder of
fact. Defendant's cross-motion for partial summary judgment was correctly
denied.
VII.
We are not persuaded by defendant's argument that the trial judge
improperly dismissed his transfers claim. On an appeal from a bench trial, we
A-1293-24 19 afford a highly deferential standard of review to the factual findings of the trial
court. Rova Farms Resort, Inc. v. Investors Ins. Co. of Am., 65 N.J. 474, 483-
84 (1974); Allstate Ins. Co. v. Northfield Med. Ctr., P.C., 228 N.J. 596, 619
(2017) ("[W]e give deference to the trial court that heard the witnesses, sifted
the competing evidence, and made reasoned conclusions"). We do "not weigh
the evidence, assess the credibility of witnesses, or make conclusions about the
evidence." Mountain Hill, L.L.C. v. Township of Middletown, 399 N.J. Super.
486, 498 (App. Div. 2008) (citation omitted). The trial judge's findings will not
be disturbed unless they are "manifestly unsupported by or inconsistent with the
competent, relevant[,] and reasonably credible evidence as to offend the
interests of justice." D'Agostino v. Maldonado, 216 N.J. 168, 182 (2013)
(quoting Seidman v. Clifton Sav. Bank, S.L.A., 205 N.J. 150, 169 (2011)).
After hearing "testimony from multiple witnesses" and considering the
"documents and read-ins" of deposition testimony, the judge found: (1)
Khanna's testimony that his family advanced money to Clothing and the
transfers were initiated to repay those advanced funds was credible; (2) Khanna's
testimony that defendant was aware of the advances and tracked the advances in
written documents, including the March 31, 2001 worksheet, was credible; (3)
defendant's testimony that he was unaware of the advances and never tracked or
A-1293-24 20 recorded the advances was not credible; and (4) the testimony of Mehta,
Mariyappa, and the suppliers was not credible.
We are satisfied the judge's credibility findings are supported by
competent evidence in the record and are entitled to our deference. There is no
basis for us to disturb his decision to dismiss defendant's transfers claim.
Defendant's claim that the judge failed to determine if the transfers were
"fair to Clothing" when applying the business judgment rule is not persuasive.
"The business judgment rule protects a board of directors from being questioned
or second-guessed on conduct of corporate affairs except in instances of fraud,
self-dealing, or unconscionable conduct." In re PSE & G S'holder Litig., 173
N.J. 258, 276-77 (2002) (quoting Maul v. Kirkman, 270 N.J. Super. 596, 614
(App. Div. 1994)).
"The business judgment rule 'is a rebuttable presumption.'" Id. at 277.
(quoting Maul, 270 N.J. Super. at 614). "It places an initial burden on the
person who challenges a corporate decision to demonstrate the decision-maker's
self-dealing or other disabling factor." Ibid. (internal quotation marks and
citation omitted). "If a challenger sustains that initial burden, then the
'presumption of the rule is [] rebutted, and the burden of proof shifts to the
defendant or defendants to show that the transaction was, in fact, fair to the
A-1293-24 21 corporation.'" Ibid. (quoting Stuart L. Pachman, Title 14A-Corporations at 228
(2000)).
In this case, the judge credited Khanna's testimony that the transfers
represented the repayment of funds advanced to Clothing. In other words,
Clothing was merely repaying amounts it owed. Defendant presented no
credible evidence to show the transfers were not "fair" to Clothing.
Defendant's claim that reversal is required because the judge did not find
Khanna owed him a "heightened" fiduciary duty is not convincing. It is well
settled that corporate officers owe a fiduciary duty to the corporation and its
shareholders. Casey v. Brennan, 344 N.J. Super. 83, 107-108 (App. Div. 2001),
aff'd, 173 N.J. 177 (2002). That same standard applies to partners in a close
corporation who "must deal with each other with trust, confidence[,] and good
faith." Fortugno v. Hudson Manure Co., 51 N.J. Super. 482, 499 (App. Div.
1958).
Here, the judge rejected defendant's argument that Khanna owed him a
"heightened" duty because Khanna held the title of chief financial officer. The
judge did not, as defendant contends, "fail[] to recognize the fiduciary duties
owed by Khanna to his partners." To the contrary, the judge found defendant
did "not establish[] that Khanna breached any fiduciary duty owed to the entities
A-1293-24 22 or to the members" because defendant's "testimony with respect to these issues
was not credible." There is no basis for us to disturb the judge's determination
that Khanna did not breach his fiduciary duties owed to defendant.
VIII.
Defendant's claim that the judge incorrectly dismissed his usurped
business opportunity claim lacks merit. Generally, "when partnership funds are
used to purchase property . . . the property so acquired is presumed to be
partnership property." Fortugno, 51 N.J. Super. at 497. Defendant contends the
judge "applied the wrong standard" when he dismissed his claim "without
considering whether Khanna used partnership assets to obtain his interest in
Products." Specifically, he contends the judge did not consider that Khanna
funded his interest in Products by giving Product "rent-free warehouse
occupancy" and "over $1 million of Clothing's money."
Defendant's claim is not supported by the record. His claim that Khanna
used "Clothing's money" to fund his interest in Products is premised on the
validity of his transfers claim, which the judge rejected.
In addition, the judge rejected his claim that anything of value was
transferred to Properties based on its use of the warehouse. The judge
determined the warehouse space Products initially used without paying rent was
A-1293-24 23 vacant and could not be leased to another tenant without costly renovations that
Properties was unwilling to undertake. As the judge correctly determined,
Product's use of the vacant warehouse space did not come at the expense of
Properties or defendant, and there was no basis to find any "partnership funds"
were transferred by Khanna to Products based on its use of the warehouse. The
evidence at trial supported the judge's dismissal of defendant's usurped business
opportunities claim.
IX.
We are unpersuaded by defendant's claim that the judge's calculation of
damages for his India real estate claim should be reversed. The judge's award
of damages in the amount of 29,700,000 INR was supported by competent
evidence in the record.
Khanna testified that he owed defendant 2.97 Indian Crore (29,700,000
INR) "net before . . . taxes" from the sale of Garments and Big Apple "including
[defendant's] investment and his share of gains." It is undisputed that Khanna
owed defendant 13,856,725 INR for his share of the commercial property owned
by Garments and defendant had been paid in full for his share of the property
owned by Big Apple. According to Khanna, therefore, defendant was owed an
additional 15,843,275 INR from his investments in the commercial properties.
A-1293-24 24 Defendant testified that he initially invested $100,000 USD in their "joint
venture" that included both the residential and commercial real estate
transactions in India. The only other evidence defendant produced at trial was
his bank statements that he contends show various "transfers directly to
Khanna."
Defendant did not produce evidence sufficient to prove the amount of his
alleged investment in the commercial properties. In fact, defendant has taken
inconsistent positions in his briefs on appeal. In his opening brief, defendant
claimed he is owed his initial investment of $100,000 USD, 13,856,725 INR
from the sale of Garments, and 32,410,418 INR for "withdrawals from [his bank]
accounts." In his reply brief, he contends he is owed "at least" 13,856,725 INR
from the sale of Garments and 20,281,350 INR for his "investments" based on
PKAL-31, which he testified inconsistently at trial includes "a lot
of . . . transactions [that] have nothing to do with the Indian investments."
We are satisfied that the judge's damages award was supported by credible
evidence in the record. Khanna testified he owed defendant 29,700,000 INR,
which the judge found credible. Defendant, on the other hand, testified that he
made an initial contribution of $100,000 USD toward the "joint venture" to
purchase residential and commercial real estate, and provided evidence of
A-1293-24 25 withdrawals from his bank account without offering any support for his claim
that he was entitled to be reimbursed for the full amount of those withdrawals.
Moreover, on appeal, defendant has taken different positions with respect to his
claim for damages. Based on our review of the record, we do not discern any
basis to disturb the judge's award of damages on defendant's India real estate
claim.
Defendant's argument that the judge improperly denied his claim for
prejudgment interest is without merit. The award of prejudgment interest in a
breach of contract case rests in the sound discretion of the trial court. County
of Essex v. First Union Nat. Bank, 186 N.J. 46, 61 (2006). There is no basis for
us to find the judge erred by denying defendant's claim for prejudgment interest.
Defendant's claim that the damage award should be paid in USD instead
of INR, "based on the parties' agreement," lacks merit. Defendant failed to set
forth any competent evidence to support such a claim. We are satisfied the judge
properly ordered that the award be paid in INR.
To the extent we have not specifically addressed any remaining
arguments, including defendant's argument that the judge improperly dismissed
his third-party claims, it is because they lack sufficient merit to warrant
discussion in a written opinion. R. 2:11-3(e)(1)(E).
A-1293-24 26 Affirmed.
A-1293-24 27