NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court ."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-3255-24
VLINK, INC.,
Plaintiff-Respondent,
v.
PRAXIS CONSULTANTS INC.,
Defendant-Appellant. ___________________________
Submitted April 14, 2026 – Decided June 22, 2026
Before Judges Gooden Brown and Torregrossa- O'Connor.
On appeal from the Superior Court of New Jersey, Law Division, Hudson County, Docket No. L-0226-24.
Douglas J. Kinz, attorney for appellant.
Giordano, Halleran & Ciesla, PC, attorneys for respondent (Donald F. Campbell, Jr. and Steven W. Ward, on the brief).
PER CURIAM Defendant, Praxis Consultants, Inc., appeals from a June 12, 2025 Law
Division order entering judgment in favor of plaintiff VLink, Inc., for amounts
due under a contract between the parties for temporary staffing services.
Specifically, the contract required plaintiff, a Connecticut information
technology (IT) consulting and staffing company, to provide to defendant, a
New Jersey IT staffing company, the use of its employee, Surya
Senthamaraikanna, for placement with defendant's end client, Abacus Insights,
located in Massachusetts. Under the contract, defendant was obligated to pay
plaintiff directly for the employee's services.
On appeal, defendant argues the court erred in finding plaintiff eligible to
recover payment from defendant because plaintiff was required but failed to first
register with the Attorney General's Office as a "temporary help service firm
operating within the State of New Jersey," as required by N.J.S.A. 56:8-1.1.
Specifically, defendant asserts plaintiff was barred from pursuing any
outstanding fees because New Jersey's Private Employment Agency Act (the
Act), N.J.S.A. 34:8-43 to -66, in relevant part, prohibits "temporary help service
firms" from "collection of a fee, charge or commission for the performance of
any of the activities regulated by this act without alleging and proving licensure
or registration, as appropriate, at the time the alleged cause of action arose."
A-3255-24 2 Having considered the record and applicable legal principles, we vacate
the Law Division's order and remand for further proceedings in accordance with
this decision.
I.
The relevant facts are largely undisputed. In May 2021, the parties
entered into a "Master Sub Consulting Agreement" (MSA) through which
plaintiff agreed to provide consultants to defendant, and defendant agreed to
place them with its clients by making individual purchase order agreements
(POA) with plaintiff. The MSA made no reference to where staff would be
ultimately assigned, but specified the agreement "shall be governed by and
construed in accordance with the laws of New Jersey." Further, paragraph 9(c)
of the MSA provided, "If any portion of this agreement is determined by any
court of competent jurisdiction or caused by federal or state action to be wholly
or partially unenforceable, for any reason, such unenforceability shall not affect
the balance proof."
On the day they entered the MSA, the parties executed a specific POA.
The first paragraph of the POA stated: "Contractor [plaintiff], Office Address:
701 John Fitch Blvd., South Windsor, CT 06074 . . . contracted to perform work
for [defendant] Office Address: 33 Wood Avenue South, Suite 600, Iselin, NJ
A-3255-24 3 08830 Beginning [05/14/2021]." The POA further set forth the terms of monthly
invoicing from plaintiff to defendant and set payment terms.
The POA agreement specified plaintiff would provide Senthamaraikanna
for placement in the position of "senior data developer," for defendant's "client,"
Abacus Insights. Defendant agreed to pay plaintiff $70 for every hour
Senthamaraikanna worked for Abacus Insights for a duration of "[six-plus]
months." Plaintiff asserts, and defendant does not dispute, Senthamaraikanna
never resided or worked in New Jersey, and, instead, reported to and worked for
Abacus Insights in Boston.
Sometime after Senthamaraikanna commenced work, defendant defaulted
on its payment obligations to plaintiff. The total amount of the unpaid invoices
equaled $38,080.
Plaintiff filed a complaint against defendant, alleging breach of contract,
breach of the duty of good faith and fair dealing, and unjust enrichment , and
seeking damages in the amount of $38,080 plus costs of suit and attorneys' fees.
Defendant filed an answer and counterclaim, asserting a violation of the New
Jersey Consumer Fraud Act, N.J.S.A. 56:8-1 to -210, claiming it incurred
$182,280 in compensatory damages, which was dismissed upon plaintiff's
motion.
A-3255-24 4 Plaintiff then moved for summary judgment and defendant cross-moved
for summary judgment. The court denied both motions as they were untimely
and returnable within thirty days of the trial date. 1
The parties next appeared before the court for a bench trial. At the outset
of the proceedings, the parties represented there were no material facts in dispute
requiring testimony and requested the court proceed with oral argument and
decide the matter "based on the undisputed facts and the applicable law."
Plaintiff then framed the singular issue before the court as whether plaintiff was
required to be "registered in New Jersey" under the Act to collect payment from
defendant pursuant to the POA.
Plaintiff disputed the applicability of Accountemps Div. of Robert Half of
Philadelphia, Inc. v. Birch Tree Grp., Ltd., 115 N.J. 614 (1989) (holding an out-
of-state entity that placed an employee permanently in New Jersey was required
to register under the Act). Plaintiff asserted this matter's only connection to
New Jersey was defendant's status as a New Jersey corporation, because
plaintiff, based in Connecticut, placed Senthamaraikanna in Massachusetts, and
she "never stepped foot in New Jersey." Plaintiff therefore argued it was not
1 See R. 4:46-1 ("All motions for summary judgment shall be returnable no later than [thirty] days before the scheduled trial date, unless the court otherwise orders for good cause shown . . . ."). A-3255-24 5 required to register under the Act and may pursue an action to collect the amount
of the unpaid invoices.
Defendant countered, arguing the question of whether plaintiff was
required to register hinged on whether that product or service was rendered or
provided to or on behalf of a New Jersey entity. Citing the Act, defendant argued
plaintiff was barred from bringing any action to collect amounts due under the
contract because plaintiff provided services to defendant without registering in
New Jersey. Defendant further argued Accountemps applied because, here, the
placement was through and for the benefit of defendant, a New Jersey company.
The court rendered its oral decision on May 2, 2025, finding in favor of
plaintiff. The court referenced paragraph 9(c) of the parties' MSA, a severability
clause, which read: "If any portion of this agreement is determined by any court
of competent jurisdiction or caused by federal or state action to be wholly or
Free access — add to your briefcase to read the full text and ask questions with AI
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-3255-24
VLINK, INC.,
Plaintiff-Respondent,
v.
PRAXIS CONSULTANTS INC.,
Defendant-Appellant. ___________________________
Submitted April 14, 2026 – Decided June 22, 2026
Before Judges Gooden Brown and Torregrossa- O'Connor.
On appeal from the Superior Court of New Jersey, Law Division, Hudson County, Docket No. L-0226-24.
Douglas J. Kinz, attorney for appellant.
Giordano, Halleran & Ciesla, PC, attorneys for respondent (Donald F. Campbell, Jr. and Steven W. Ward, on the brief).
PER CURIAM Defendant, Praxis Consultants, Inc., appeals from a June 12, 2025 Law
Division order entering judgment in favor of plaintiff VLink, Inc., for amounts
due under a contract between the parties for temporary staffing services.
Specifically, the contract required plaintiff, a Connecticut information
technology (IT) consulting and staffing company, to provide to defendant, a
New Jersey IT staffing company, the use of its employee, Surya
Senthamaraikanna, for placement with defendant's end client, Abacus Insights,
located in Massachusetts. Under the contract, defendant was obligated to pay
plaintiff directly for the employee's services.
On appeal, defendant argues the court erred in finding plaintiff eligible to
recover payment from defendant because plaintiff was required but failed to first
register with the Attorney General's Office as a "temporary help service firm
operating within the State of New Jersey," as required by N.J.S.A. 56:8-1.1.
Specifically, defendant asserts plaintiff was barred from pursuing any
outstanding fees because New Jersey's Private Employment Agency Act (the
Act), N.J.S.A. 34:8-43 to -66, in relevant part, prohibits "temporary help service
firms" from "collection of a fee, charge or commission for the performance of
any of the activities regulated by this act without alleging and proving licensure
or registration, as appropriate, at the time the alleged cause of action arose."
A-3255-24 2 Having considered the record and applicable legal principles, we vacate
the Law Division's order and remand for further proceedings in accordance with
this decision.
I.
The relevant facts are largely undisputed. In May 2021, the parties
entered into a "Master Sub Consulting Agreement" (MSA) through which
plaintiff agreed to provide consultants to defendant, and defendant agreed to
place them with its clients by making individual purchase order agreements
(POA) with plaintiff. The MSA made no reference to where staff would be
ultimately assigned, but specified the agreement "shall be governed by and
construed in accordance with the laws of New Jersey." Further, paragraph 9(c)
of the MSA provided, "If any portion of this agreement is determined by any
court of competent jurisdiction or caused by federal or state action to be wholly
or partially unenforceable, for any reason, such unenforceability shall not affect
the balance proof."
On the day they entered the MSA, the parties executed a specific POA.
The first paragraph of the POA stated: "Contractor [plaintiff], Office Address:
701 John Fitch Blvd., South Windsor, CT 06074 . . . contracted to perform work
for [defendant] Office Address: 33 Wood Avenue South, Suite 600, Iselin, NJ
A-3255-24 3 08830 Beginning [05/14/2021]." The POA further set forth the terms of monthly
invoicing from plaintiff to defendant and set payment terms.
The POA agreement specified plaintiff would provide Senthamaraikanna
for placement in the position of "senior data developer," for defendant's "client,"
Abacus Insights. Defendant agreed to pay plaintiff $70 for every hour
Senthamaraikanna worked for Abacus Insights for a duration of "[six-plus]
months." Plaintiff asserts, and defendant does not dispute, Senthamaraikanna
never resided or worked in New Jersey, and, instead, reported to and worked for
Abacus Insights in Boston.
Sometime after Senthamaraikanna commenced work, defendant defaulted
on its payment obligations to plaintiff. The total amount of the unpaid invoices
equaled $38,080.
Plaintiff filed a complaint against defendant, alleging breach of contract,
breach of the duty of good faith and fair dealing, and unjust enrichment , and
seeking damages in the amount of $38,080 plus costs of suit and attorneys' fees.
Defendant filed an answer and counterclaim, asserting a violation of the New
Jersey Consumer Fraud Act, N.J.S.A. 56:8-1 to -210, claiming it incurred
$182,280 in compensatory damages, which was dismissed upon plaintiff's
motion.
A-3255-24 4 Plaintiff then moved for summary judgment and defendant cross-moved
for summary judgment. The court denied both motions as they were untimely
and returnable within thirty days of the trial date. 1
The parties next appeared before the court for a bench trial. At the outset
of the proceedings, the parties represented there were no material facts in dispute
requiring testimony and requested the court proceed with oral argument and
decide the matter "based on the undisputed facts and the applicable law."
Plaintiff then framed the singular issue before the court as whether plaintiff was
required to be "registered in New Jersey" under the Act to collect payment from
defendant pursuant to the POA.
Plaintiff disputed the applicability of Accountemps Div. of Robert Half of
Philadelphia, Inc. v. Birch Tree Grp., Ltd., 115 N.J. 614 (1989) (holding an out-
of-state entity that placed an employee permanently in New Jersey was required
to register under the Act). Plaintiff asserted this matter's only connection to
New Jersey was defendant's status as a New Jersey corporation, because
plaintiff, based in Connecticut, placed Senthamaraikanna in Massachusetts, and
she "never stepped foot in New Jersey." Plaintiff therefore argued it was not
1 See R. 4:46-1 ("All motions for summary judgment shall be returnable no later than [thirty] days before the scheduled trial date, unless the court otherwise orders for good cause shown . . . ."). A-3255-24 5 required to register under the Act and may pursue an action to collect the amount
of the unpaid invoices.
Defendant countered, arguing the question of whether plaintiff was
required to register hinged on whether that product or service was rendered or
provided to or on behalf of a New Jersey entity. Citing the Act, defendant argued
plaintiff was barred from bringing any action to collect amounts due under the
contract because plaintiff provided services to defendant without registering in
New Jersey. Defendant further argued Accountemps applied because, here, the
placement was through and for the benefit of defendant, a New Jersey company.
The court rendered its oral decision on May 2, 2025, finding in favor of
plaintiff. The court referenced paragraph 9(c) of the parties' MSA, a severability
clause, which read: "If any portion of this agreement is determined by any court
of competent jurisdiction or caused by federal or state action to be wholly or
partially unenforceable, for any reason, such [un]enforceability shall not affect
the balance proof." Relying exclusively upon that language, the court found it
reflected the parties' intent "to be bound by the financial terms of the contract,
even if all or a portion of the contract w[as] later determined to be
unenforceable." The court thus concluded "defendant w[as] . . . obligated to
make plaintiff [financially whole] and to provide payment in full under the terms
A-3255-24 6 of the [MSA] between the parties," even if "a portion of th[e] agreement [was]
found to be unlawful."
Based on this finding, the court determined the issue of plaintiff's failure
to register under the Act was "irrelevant" and entered judgment in plaintiff's
favor for the amount of $38,080. Accordingly, the judge entered a "verdict in
favor of [plaintiff]" and on June 12, 2025, awarded judgment against defendant
in the amount of $38,080 without costs.
II.
A.
On appeal, defendant argues the court's judgment must be vacated, as
plaintiff is barred from bringing suit for fees under the Act, and the trial court
erroneously bypassed the dispositive preliminary issue by improperly relying on
the unenforceable severability language, which could not, as violative of public
policy, obviate plaintiff's licensing requirement. Defendant asserts, although
plaintiff is incorporated in Connecticut, it was still required to register in New
Jersey as "the Act applies to all out-of-state employment agencies and temporary
help service firms [that] provide services to New Jersey employers . . . [and]
employees."
A-3255-24 7 In opposition, plaintiff asserts that it need not register because it did not
operate in New Jersey; rather, it acted as "merely an intermediary to the end
client located in Massachusetts." Alternatively, plaintiff argues that, even if it
were required to register, paragraph 9(c) of the MSA requires performance if
"all or a portion of the [MSA]" was later determined to be unenforceable.
B.
We review de novo questions of law and issues regarding the applicability,
validity, or interpretation of laws, statutes, or rules. See State v. Fuqua, 234 N.J.
583, 591 (2018); see also Rowe v. Bell & Gossett Co., 239 N.J. 531, 552 (2019)
(noting "[a] trial court's interpretation of the law and the legal consequences that
flow from established facts are not entitled to any special deference" (alteration
in original) (quoting Manalapan Realty, L.P. v. Twp. Comm. of Manalapan, 140
N.J. 366, 378 (1995))). We also review questions of contract interpretation de
novo. Serico v. Rothberg, 234 N.J. 168, 178 (2018); Kieffer v. Best Buy, 205
N.J. 213, 222 (2011).
"The Act is a regulatory measure intended to alleviate abuses in the
employment-agency industry." Accountemps, 115 N.J. at 623. The purpose of
the Act is to regulate "the operation of persons offering, promising, attempting
to procure and/or supplying, procuring, obtaining or assisting in procuring or
A-3255-24 8 obtaining employment or personnel services or products in the State of New
Jersey." N.J.A.C. 13:45B-1.1(a). Its scope applies to "any person engaging in
any of the activities regulated by [the Act], including persons whose residence
or principal place of business is located outside of this State." N.J.A.C. 13:45B-
1.1(b). Operating as a "temporary help service firm" is one such activity. See
N.J.S.A. 34:8-43. The Act defines "temporary help service firm" as
any person who operates a business which consists of employing individuals directly or indirectly for the purpose of assigning the employed individuals to assist the firm's customers in the handling of the customers' temporary, excess or special work loads, and who, in addition to the payment of wages or salaries to the employed individuals, pays federal social security taxes and State and federal unemployment insurance; carries worker's compensation insurance as required by State law; and sustains responsibility for the actions of the employed individuals while they render services to the firm's customers.
[N.J.S.A. 34:8-43.]
In furtherance of the Act's remedial purpose, N.J.S.A. 56:8-1.1 requires
"[e]ach temporary help service firm operating within the State of New Jersey"
to register with the Attorney General and N.J.S.A. 34:8-52 prohibits any person
from "perform[ing] any of the functions of an employment agency" without
obtaining licensure from the director of the Division of Consumer Affairs.
A-3255-24 9 Registration or licensure under the Act is a condition precedent to
maintaining a claim for monetary damages. Specifically, the Act prohibits any
action in this State "for the collection of a fee, charge or commission for the
performance of any of the activities regulated by this act without alleging and
proving licensure or registration, as appropriate, at the time the alleged cause of
action arose." N.J.S.A. 34:8-45(b). This provision reflects "a legislative
mandate which precludes otherwise possibly meritorious causes of action in
order to insure enforcement of a statutory scheme which serves the greater
good." Data Informatics, Inc. v. AmeriSOURCE Partners, 338 N.J. Super. 61,
80 (App. Div. 2001).
Here, the parties entered into an MSA for the placement of plaintiff's
employees without reference to their end-location. Had defendant placed one
of those employees in this State, there would be no doubt plaintiff's claim would
be barred due to its failure to register. Although Senthamaraikanna was placed
in Boston, defendant argues plaintiff "procured," "obtained," and "supplied" her
temporary services for use and placement by defendant, a New Jersey
corporation, which is conduct regulated by the Act. See N.J.A.C. 13:45B-1.1(a).
Defendant asserts it is of no moment that Senthamaraikanna's assignment was
outside of New Jersey, because plaintiff's action arises from its agreement with
A-3255-24 10 defendant, a New Jersey corporation, supplying employees for placement by
defendant. Further, the parties' expressly set forth in the MSA that New Jersey
law would govern the contract.
Although plaintiff conceded its failure to register in New Jersey, the trial
court never addressed the threshold question of whether the Act bars plaintiff's
ability in these circumstances to "bring or maintain an action in any court of this
State for the collection of a fee, charge or commission for the performance of
any of the activities regulated by this [A]ct." N.J.S.A. 34:8-45(b). We thus
conclude it was improper for the court to grant judgment in favor of plaintiff
without first deciding this controlling issue.
Here, the court's reliance on the MSA's severability provision was error.
Critically, "[o]ur courts have consistently held that public policy precludes
enforcement of a contract entered into in violation of [a] licensing statute."
Accountemps, 115 N.J. at 626; see also Alpert, Goldberg, Butler, Norton &
Weiss, P.C. v. Quinn, 410 N.J. Super. 510, 536 (App. Div. 2009) ("A contract
is unenforceable where contrary to public policy." (Citing Manning Eng'g, Inc.
v. Hudson Cnty. Park Comm'n, 74 N.J. 113, 138 (1977))). This is especially
true "in the face of a significant regulatory scheme designed to protect not only
employees and employers, but the public as well." Data Informatics, 338 N.J.
A-3255-24 11 Super. at 79. Plainly stated, the parties could not lawfully contract to bypass the
Act's mandates, if applicable in these circumstances.
Accordingly, we vacate the court's order granting judgment in favor of
plaintiff, and we remand for further proceedings to determine the applicability
of the Act to the circumstances presented here.
Vacated and remanded. We do not retain jurisdiction.
A-3255-24 12