J & B Realty, L.L.C. v. Mitsui Foods, Inc.

• Court: New Jersey Superior Court
• Writing for the Court: HON. WILLIAM C. SOUKAS, J.S.C.
• Docket Number: BER-L-6543-24
• Decision Date: 12 November 2025
• Citation: J & B Realty, L.L.C. v. Mitsui Foods, Inc., BER-L-6543-24 (N.J. Super. Nov 12, 2025)
• Parties: J AND B REALTY, L.L.C. and 35 MAPLE STREET HOLDINGS, L.L.C., limited liability companies organized and existing under the laws of the State of New Jersey, Plaintiffs, v. MITSUI FOODS, INC., a Corporation organized under the laws of the State of New Jersey, SHUICHI MATSUZAWA, TOMOHARU KURE and MASATOSHI HIDAKA, each in their capacity as Directors of Mitsui Foods, Inc., and JOHN DOES 1-10 (fictitious parties, the proper identities of which are presently unknown to Plaintiffs), Defendants.

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J AND B REALTY, L.L.C. and 35 MAPLE STREET HOLDINGS, L.L.C., limited liability companies organized and existing under the laws of the State of New Jersey, Plaintiffs, v. MITSUI FOODS, INC., a Corporation organized under the laws of the State of New Jersey, SHUICHI MATSUZAWA, TOMOHARU KURE and MASATOSHI HIDAKA, each in their capacity as Directors of Mitsui Foods, Inc., and JOHN DOES 1-10 (fictitious parties, the proper identities of which are presently unknown to Plaintiffs), Defendants.

No. BER-L-6543-24

Superior Court of New Jersey, Law Division, Bergen

November 12, 2025

ORDER

HON WILLIAM C. SOUKAS, J.S.C.

THIS MATTER having been opened to the Court by the law firm OGC Solutions LLP, attorneys for defendants, Mitsui Foods, Inc. Shuichi Matsuzawa, Tomoharu Kure and Masatoshi Hidaka (the "Defendants"), upon notice to all parties, for entry of an Order the dismissing Plaintiffs' Complaint with prejudice; and for such other and further relief that the Court deems just and equitable, and it appearing that the defendants and all interested parties were duly give proper service and notice of the application, and the Court having reviewed opposing papers, if any, and having heard argument by the parties, if any, and determined that good cause has been shown,

IT IS on this 12th day of November, 2025

ORDERED that Defendant's Motion for Summary Judgment be and is hereby DENIED for the reasons set forth in the attached Rider granted in its entirety; it is further

ORDERED that Plaintiffs' Complaint is hereby dismissed with prejudice; and it is further

ORDERED that a case management conference shall be held on December 10^th, 2025, at 9am via Zoom videoconference; and it is further

ORDERED the Court is providing a copy of this Order to all counsel of record via eCourts Civil. Movant is directed to serve a copy of this Order within seven (7) days of the date hereof to all parties not served electronically.

R 1:6-2 (a): The matter was:

X Opposed

___ Unopposed

RIDER

I. Introduction

This matter comes before the Court on the pre-Answer motion filed by Defendants Mitsui Foods, Inc. ("Mitsui"), Shuichi Matsuzawa, Tomoharu Kure and Masatoshi Hidaka (collectively, "Defendants") under R. 4:6-2(e) requesting summary judgment dismissing the Complaint filed by the plaintiffs J and B Realty ("JB") and 35 Maple Street Holdings, L.L.C. ("35 Maple")(collectively, "Plaintiffs"). Because the moving papers addressed matters outside the pleadings, the Court converted the motion to one for summary judgment as permitted under R. 4:6-2.

Plaintiffs filed opposing papers, Defendants filed a reply brief and oral argument was held.

For the reasons that follow, Defendants' motion is DENIED.

II. Factual Background

For purposes of this motion, and based on the record presented, the Court finds the following facts appear:

Plaintiffs' Complaint was filed November 12, 2024, and arises out of the plaintiffs' purchase of real property owned by Mitsui. The real property is located at, and is commonly known as, 35 Maple Street, Norwood, New Jersey, identified as Lot 2, Block 80 on the tax maps of the municipality (the "Property") (Goodman Aff.^[1], Ex. A at 1)

A. Overview of the Complaint

Plaintiffs' Complaint asserts claims of breach of contract (Count I), fraud in the inducement (Count II), breach of the implied covenant of good faith and fair dealing (Count III), and improper distributions by Mitsui and individual "Director Defendants" in dissolution (Count IV). (DePalma Cert.^[2], Ex. A). The Plaintiffs allege that Chestnut St. Realty, LLC. ("Chestnut" or "Chestnut St."), a neighboring landowner, held an adverse ownership interest in an area of the Property that was materially inconsistent with Mitsui's representations in the Agreement and in documents executed in connection with the Closing that Mitsui had good and marketable title to the Property.

Plaintiffs' Complaint seeks recovery of damages (including property damage), lost opportunity costs from being denied access to the disputed area of the Property as a result of a fence being constructed by Chestnut St., together with costs and expenses incurred in investigating, litigating and resolving the Chancery Action, and other costs and expenses alleged to arise out of Mitsui's conduct. (Goodman Aff., ¶45).

B. The Parties' Agreement of Sale and Purchase

On September 25, 2020, JB and Mitsui, as Buyer and Seller respectively, entered into an Agreement of Sale and Purchase of the Property for the purchase price of $5.5 million (the "Agreement"). (SUMF^[3] Par. 1; DePalma Cert., Ex. B; Goodman Aff., ¶ 5). The Agreement was assigned to Plaintiff 35 Maple on the day of the closing, March 31, 2021 (the "Closing"). (Goodman Aff., ¶7-8 and Ex. D)

The metes and bounds description of the Property was included in Exhibit 1 of the Agreement, which provided, in pertinent part, that the Property consisted of the parcel of land:

more particularly described in that certain survey prepared by Thomas G. Stearns III, New Jersey Professional Engineer &Land Surveyor (License Number GB 40959) GB Engineering, LLC dated November 21, 2018. . . ("2008 Survey"). The metes and bounds description of the property as set forth in the 2008 Survey is incorporated herein by reference as if set forth at length.

The Property, as defined by the Agreement, also included an office warehouse/building of approximately 42,000 s.f. in area together with certain other improvements and personal property identified in Exhibit 2 of the Agreement. (Goodman Aff., ¶5 and Ex. A). The 2008 Survey was prepared for, and certified to, defendant Mitsui. (Goodman Aff., ¶5 and Ex. B).

Section 3.1(c) of the Agreement includes, as part of the "Due Diligence" materials to be delivered by Mitsui to JB, "[c]opies of all other documents identified in Schedule D . . .which are within Seller's Possession or Reasonable Control," including "[a]ll correspondence to/from Chestnut St. Realty LLC." (Goodman Aff., ¶¶10-11 and Ex. A (Schedule D)).

The plaintiffs, in their Complaint, take issue with the non-disclosure of a letter dated August 9, 2016, and the substance of the letter, from Mitsui to its then-neighbor, Chestnut St., who owned the real property commonly known as 380 Chestnut Street, Norwood, New Jersey adjoining the Property on its northern border. The August 9, 2016, letter was between Anne Murphy, Vice President, Human Resources for Mitsui and Chestnut St. Realty (hereinafter, the "Parking Letter"). (Goodman Aff., Par. 13).

The Parking Letter referred to Mitsui's use of a portion of Chestnut's property for parking (the "Disputed Area") and, also included Mitsui's thanks for Chestnut's allowing the continued use of Chestnut's property. (DePalma Certification, Ex. E).

Plaintiffs contend that the Parking Letter was not disclosed to them until Chestnut filed a Counterclaim in a subsequent action to quiet title to the Property filed by 35 Maple's title insurer. (Goodman Aff., ¶39). Plaintiffs contend that Mitsui failed to disclose the Parking Letter because, in it, Mitsui admits it had no ownership over the Disputed Area and acknowledges that Chestnut claimed an adverse ownership interest with respect to the Disputed Area. As such, the plaintiffs argue, Mitsui's failure to disclose the Parking Letter was intentional and in bad faith. The plaintiffs seek to hold Mitsui liable for its fraudulent misrepresentations and material misrepresentation of the actual status of title to the Property, on which plaintiffs claim they detrimentally relied.

The Defendants, on the other hand, argue that the other documents disclosed in due diligence provided sufficient notice to the plaintiffs of the existence of the issue involving the Disputed Area. The defendants contend that the plaintiffs were made aware of the boundary line issue and Mitsui's attempt to license the Disputed Area because it was disclosed in documents provided as due diligence.

The defendants also contend that the delivery of the Parking Letter constitutes an express "post-contractual" obligation and that the plaintiff's attempt to frame the non-delivery of the Parking Letter as fraud in the inducement fundamentally misapplies the Economic Loss Doctrine, which should be applied to bar any fraud claim under these circumstances. Moreover, the defendants argue, under the Doctrine of Merger, only the Deed itself and surviving representations survive and that the failure to deliver the Parking Letter does not constitute a breach of any surviving representation or warranty under Section 7 of the Agreement.

The court finds, and it is undisputed, that the Parking Letter was not provided to the plaintiffs during the parties' negotiation of the agreement, due diligence activities, or at the time of the closing.

Section 17.4(b) of the Agreement provides that the representations and warranties provided by Mitsui as set forth in Section 7 of the Agreement shall survive for a period of 12 months after the Closing except in the event Buyer provides seller with written notice of any claims prior to the end of such 12 month period, in which case Seller's liability would continue until adjudicated by a court in a final non-appealable judgment, or the claims are settled in a written agreement, or tolled by the applicable statute(s) of limitations. (Goodman Aff., Ex. A at Section 17.4).

The causes of action asserted in the Complaint primarily rely on provisions in Section 7 of the Agreement which, plaintiff argues, survive the closing of title. Section 7.1 of the Agreement includes Mitsui's representation and warrantee and provides, in pertinent part, that:

Seller has made all filings necessary in the State of New Jersey to own and operate the Property Seller has the full right,

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