Harris v. First Republic Tr. Co. of Del.

• Court: New Jersey Superior Court
• Writing for the Court: FISHER, P.J.A.D. (t/a, retired on recall).
• Docket Number: MON-C-118-25
• Decision Date: 09 December 2025
• Citation: Harris v. First Republic Tr. Co. of Del., MON-C-118-25 (N.J. Super. Dec 09, 2025)
• Parties: TIMOTHY J. HARRIS, MEGAN HARRIS LOEWENBERG, and KIRSTEN C. HARRIS, Plaintiffs, v. FIRST REPUBLIC TRUST COMPANY OF DELAWARE, LLC (n/k/a JTC TRUST COMPANY (DELAWARE) LIMITED), as TRUSTEE OF THE 2011 MARY ELLEN HARRIS GRANTOR RETAINED ANNUITY TRUST, JOHN DOES 1-3, ABC CORPS. 1-3, Defendants.

1

TIMOTHY J. HARRIS, MEGAN HARRIS LOEWENBERG, and KIRSTEN C. HARRIS, Plaintiffs, v. FIRST REPUBLIC TRUST COMPANY OF DELAWARE, LLC (n/k/a JTC TRUST COMPANY (DELAWARE) LIMITED), as TRUSTEE OF THE 2011 MARY ELLEN HARRIS GRANTOR RETAINED ANNUITY TRUST, JOHN DOES 1-3, ABC CORPS. 1-3, Defendants.

No. MON-C-118-25

Superior Court of New Jersey, Chancery Division, Monmouth

December 9, 2025

NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE COMMITTEE ON OPINION

DeCotiis, Fitzpatrick, Cole & Giblin, LLP (Benjamin Clarke, Esq., and Gregory J. Hazley, Esq., appearing) attorneys for plaintiff Timothy J. Harris.

Lauletta Birnbaum, LLC (Gregory Lomax, Esq., appearing) attorneys for plaintiff Megan Harris Loewenberg.

Pierson Ferdinand LLP (Joseph Schramm, III, Esq., appearing), attorneys for plaintiff Kristen C. Harris.

Greenbaum, Rowe, Smith &Davis, LLP (Emily A. Kaller, Esq., and Charles J. Vaccaro, Esq., appearing), and Wilentz, Goldman &Spitzer, P.A. (Andrew J. DeMaio, Esq., appearing), attorneys for defendant First Republic Trust Company of Delaware, LLC (n/k/a JTC Trust Company (Delaware) Limited).

OPINION

FISHER, P.J.A.D. (t/a, retired on recall).

Defendant's Rule 4:6-2(e) motion presents an unusual question about the impact of an earlier tolling agreement. In December 2021, while pursuing claims against their mother and others in Delaware's chancery court about a closely-held corporation named Harris FRC, and a Grantor Retained Annuity Trust (GRAT), to which they are beneficiaries, plaintiffs Timothy J. Harris, Megan Harris Loewenberg, and Kristen C. Harris first entered into a series of tolling agreements with defendant First Republic Trust Company of Delaware, LLC, the GRAT's trustee. On the eve of a July 2025 trial in the Delaware action, however, First Republic refused to further extend the tolling agreement, forcing plaintiffs to commence a separate action, which they filed here. In seeking this action's dismissal, First Republic invokes the entire controversy doctrine, arguing the claims asserted here should have been incorporated, or actually were subsumed, within those tried (but not yet decided) in Delaware, and arguing further that the tolling agreement does not insulate plaintiffs from the entire controversy doctrine's reach.

First Republic argues in part that the tolling agreement should not now be considered. A Rule 4:6-2(e) motion, however, requires more than a simple examination of what lies within a complaint's four corners since it is well established that such a motion allows for the court's consideration and examination of not only the complaint's allegations and its exhibits but also "matters of public record, and documents that form the basis of a claim." Banco Popular N. Am. v. Gandi, 184 N.J. 161, 183 (2005); see also AC Ocean Walk, LLC v. Am. Guar. &Liab. Ins. Co., 256 N.J. 294, 311 (2024); Myska v. N.J. Mfrs. Ins. Co., 440 N.J.Super. 458, 482 (App. Div. 2015). That opens the door to some things lying on a complaint's periphery and, in this court's view, compels consideration of the tolling agreement and what both sides may have intended to accomplish by agreeing to what ultimately became a three-and-one-half-year stasis of the disputes asserted in plaintiffs' complaint here, all of which presents too murky a picture to allow for dismissal.

To put further in context the possible application of the entire controversy doctrine, this action is the third involving circumstances relevant to all three. The first was filed and remains pending in Delaware, and the second, like this third action, is pending here. The Delaware chancery action was commenced in 2019 by plaintiffs against Mary Ellen Harris, and others, regarding the management of Harris FRC, a closely-held corporation founded by plaintiffs' father (the late Dr. Bob Harris), and Mary Ellen, their mother. Among other things, plaintiffs alleged in the Delaware action, on their own behalf and derivatively on behalf of Mary Ellen's GRAT, that in December 2018 Mary Ellen recouped 245 shares of Harris FRC stock held by the GRAT in exchange for $52,677,000. This swap, according to plaintiffs, was not for "equivalent value"; they claim the stock was worth something more like $100,000,000. In this action, plaintiffs reprise these same allegations, see Complaint, ¶s 15-16, but claim further that First Republic, as trustee of Mary Ellen's GRAT, breached its fiduciary duties - to their detriment as GRAT beneficiaries - in allowing the alleged unequal stock swap to occur. Whether there is merit in plaintiffs' claim of an unequal stock swap is something that may be answered by the vicechancellor in the Delaware matter, but that action has not yet been finally adjudicated. The Delaware claims went to trial in July 2025, and the parties advise that a decision is not expected any sooner than March 2026. First Republic argues, however, that plaintiffs' claim that it breached its fiduciary duties either was or could have been asserted in the Delaware action and, for that chief reason, as well as others, they seek this action's dismissal. ^[1]

The court will first discuss the entire controversy doctrine as well as other procedural doctrines First Republic invoked in seeking dismissal and then, in this opinion's second part, will discuss First Republic's contention that the complaint lacks sufficient merit to be maintained.

I

In seeking dismissal, First Republic urges application of the first-filed doctrine, res judicata, collateral estoppel, and the entire controversy doctrine. To cut to the chase, at this time the entire controversy doctrine is arguably the only preclusion doctrine that might give rise to a dismissal.^[2] In applying the familiar standard that governs Rule 4:6-2(e) motions - a standard that requires an assumption of the truth of the pleading's allegations, Smith v. SBC Commc'ns, Inc., 178 N.J. 265, 268-69 (2004), entitles the pleader to the benefit of all reasonable factual inferences, Indep. Dairy Workers Union v. Milk Drivers Local 680, 23 N.J. 85, 89 (1956), obligates the court to search the pleading "in depth and with liberality to ascertain whether the fundament of a cause of action may be gleaned even from an obscure statement," Printing Mart-Morristown v. Sharp Elec. Corp., 116 N.J. 739, 746 (1989), and presents "a very low bar for pleaders to hurdle," Robey v. SPARC Grp. LLC, 474 N.J.Super. 593, 599 (App. Div. 2023), rev'd on other grds., 256 N.J. 541 (2024) - the court concludes the extent to which the entire controversy doctrine might preclude this action isn't sufficiently clear to allow for dismissal at this stage.

The entire controversy doctrine's essential purposes are to protect parties from being dragged into a second lawsuit and to eliminate the burden on courts when asked to adjudicate disputes in multiple pieces. That is, as declared by the Supreme Court, the doctrine was designed "(1) to encourage the comprehensive and conclusive determination of a legal controversy; (2) to achieve party fairness, including both parties before the court as well as prospective parties; and (3) to promote judicial economy and efficiency by avoiding fragmented, multiple and duplicative litigation." Mystic Isle Dev. Corp. v. Perskie &Nehman, 142 N.J. 310, 322 (1995). The second objective isn't served by dismissal here because the deliberate withholding of the claims until now spared First Republic from immersion into the lengthy and involved Delaware action. The first and third, however, are implicated because what has procedurally occurred did not necessarily encourage one "comprehensive and conclusive" litigation and did not promote judicial economy or efficiency by avoiding "fragmented, multiple and duplicative litigation."^[3] Ibid. These stated objectives must inform a court's decision in such matters, but courts also shouldn't lose sight of the entire controversy doctrine as "an equitable principle" and that its applicability is always "left to judicial discretion based on the particular circumstances inherent in a given case." Id. at 323. That discretion allows for consideration of whether prejudice would result from the doctrine's application in a particular case, Cogdell v. Hosp. Ctr. at Orange, 116 N.J. 7, 27 (1989); Higgins v. Thurber, 413 N.J.Super. 1, 12 (App. Div. (2010), aff'd o.b., 205 N.J. 227 (2011), and, in the final analysis, the doctrine is "one of judicial fairness" and must be "invoked in that spirit." Crispin v Volkswagenwerk, A.G., 96 N.J. 336, 343 (1984).

This is where the tolling agreement enters the scene. Apparently, plaintiffs came to believe at some point during the Delaware litigation that they possessed actionable claims against First Republic. But they didn't immediately seek to amend their Delaware pleadings to include those claims; instead, and for reasons not explained in the motion papers, starting in December 2021, plaintiffs and First Republic entered into their series of tolling agreements that postponed the assertion of plaintiffs' claims against First Republic for three and one-half years. By the most recent of this series of agreements, the parties consented to "toll" any

statute or period of limitations, statute of repose, or other time-based limitations or defenses, whether at law, in equity, under statute, contract, or otherwise (including, but not limited to, the doctrine of laches or waiver), which might be asserted as a time bar and/or limitation to a claim by any of the parties ....

[Clarke Certif., Exhibit C.]

The last such agreement expired on June 30, 2025, and was not renewed.

Although this agreement ostensibly tolls only time-based limitations, and does not expressly speak about issue or claim preclusion doctrines like the entire controversy doctrine, the particular...