Ray Angelini, Inc. v. R.R. Constr. Co. of S. Jersey, A-4008-21

CourtNew Jersey Superior Court – Appellate Division
Writing for the CourtPER CURIAM
PartiesRAY ANGELINI, INC. and RAYMOND J. ANGELINI, Plaintiffs-Respondents, v. RAILROAD CONSTRUCTION COMPANY OF SOUTH JERSEY, INC. and JJD ELECTRIC, LLC, Defendants-Appellants.
Docket NumberA-4008-21
Decision Date22 November 2022

RAY ANGELINI, INC. and RAYMOND J. ANGELINI, Plaintiffs-Respondents,
v.

RAILROAD CONSTRUCTION COMPANY OF SOUTH JERSEY, INC. and JJD ELECTRIC, LLC, Defendants-Appellants.

No. A-4008-21

Superior Court of New Jersey, Appellate Division

November 22, 2022


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.

Submitted November 16, 2022

On appeal from an interlocutory order of the Superior Court of New Jersey, Law Division, Gloucester County, Docket No. L-1296-20.

Brown &Connery, LLP, attorneys for appellants (Paul Mainardi and Jennifer A. Harris, on the brief).

Musi, Merkins, Daubenberger &Clark, attorneys for respondents (James J. Merkins, Jr., on the brief).

Before Judges Haas and Mitterhoff.

PER CURIAM

1

By leave granted, defendant JJD Electric, LLC (JJD) appeals from the Law Division's July 22, 2022 order denying its motion for an order stating it was not required to respond to certain discovery demands made by plaintiffs Ray Angelini, Inc.'s and Raymond J. Angelini in this breach of contract action. The order also denied JJD's alternate request to bifurcate the matter into two trials, one on liability and the other on damages, and to postpone JJD's obligation to provide discovery until after the trial court "adjudicated liability." We affirm.

In their amended complaint, plaintiffs asserted they entered into a contract with defendant Railroad Construction Company of South Jersey, Inc. (RCC) under which Angelini and his company would provide certain services to RCC in connection with a construction project. Under the contract, plaintiffs and RCC decided to create a new company, JJD, to finish the project. Angelini agreed to transfer assets, employees, and customer accounts from his company to JJD. In return, plaintiffs assert defendants agreed to pay Angelini "forty percent (40%) of the value of JJD."

Differences arose between the parties and plaintiffs allege that JJD failed to compensate Angelini as required by the contract. Plaintiffs eventually filed a complaint against defendants alleging breach of contract, unjust enrichment,

2

and other claims. Defendants filed an answer to the complaint, and a counterclaim alleging breach of contract and other contentions.

During discovery, plaintiffs demanded that defendants produce a number of documents and other information for the purpose of determining "the value of JJD." Among other things, plaintiffs sought defendants' financial statements, tax returns, employee compensation schedules, invoices, and other books and records. Defendants sought discovery as well. As discovery progressed, both parties filed motions to compel discovery. On March 9, 2022, the trial court entered an order granting both parties' motions. At that time, JJD did not assert that the materials sought by plaintiffs were confidential or that their disclosure should be barred.

When defendants still failed to produce their financial records, plaintiffs filed a motion to dismiss defendants' answer. On June 24, 2022, the trial court denied the motion and granted plaintiffs' alternate motion to extend the discovery period to enable plaintiffs to obtain, and have their expert review, the documents. At that point, defendants broached the subject of seeking a protective order. In its June 24 order, the court "cautioned" them regarding making such a motion, stating that the March 9, 2022 order clearly required defendants to produce the requested financial records.

3

Nevertheless, defendants filed a motion seeking to bar plaintiffs from obtaining the financial records. Defendants asserted the records contained confidential information about their business operations that plaintiffs would be able to use for a competitive advantage against them in the future.

In the alternative, defendants asserted the trial court should bifurcate the matter under Rule 4:38-2(b) into two separate trials for liability and damages. Defendants argued the financial...

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