[brief] 2.  **[...]’s and [...]’s inaction does not permit an award of punitive damages. ** (39982a-39989a).  The trial court erred for an additional reason in awarding punitive damages against Leonard and [...].  Plaintiffs failed to prove by any evidence, much less clear and convincing evidence, that [...] and [...] individually engaged in any conduct in the period from October 1, 2003 through December 31, 2011 that warranted a punitive damages award.  The record before the trial court is devoid of any specific facts that meet the high threshold for this award under the PDA.  The trial court cited no evidence, and there was none, demonstrating that Leonard’s and Mark’s acts or omissions were actuated by actual malice or accompanied by a wanton and willful disregard, as required by the PDA.  The record is clear that Leonard and Mark were not involved in the day-to-day management of the partnership’s assets.  The trial court only pointed to Leonard’s and Mark’s silence in the face of [...]’s transfer of funds from the partnership with “indifference to the financial well-being of [other] partners. ” (39985a, 39988a).  As the trial court found, “Leonard did not know why those management fees were taken from the partnership” and “d[id] not know how [[...]] calculate[d] management fees. ” (39975a).  Mark only received financial statements at yearly meetings and “just left the finances to [[...]].”  (39975a-39976a).  As a matter of law, these findings are insufficient to award punitive damages under the PDA.  While the trial court conclusorily stated that “[...] knew a wrong was being committed” and that Mark “knew about the wrongdoing,” the trial court’s citations to the factual record simply show that Leonard and Mark knew about the fees and may have considered them excessive, not that they knew or believed the fees were fraudulent or amounted to conversion.  (39982a-39983a, 39985a-39986a).  The trial court conflated knowledge of arguably questionable fees in financial statements - without knowledge of all relevant factual context - with the statutory requirement of “actual malice” or “wanton and willful disregard. ”  At most, these facts amount to negligence.  That threshold does not permit punitive damages.  Even gross negligence is insufficient for punitive damages under the PDA.  *N.J.S.A.* § 2A:15-5.12(a) ("This burden of proof may not be satisfied by proof of any degree of negligence including gross negligence."); see *Mendez v. United States*, No. CV 14-7778(NLH/KMW), 2017 WL 477693, at *4 (D.N.J. Feb. 6, 2017) (finding that the failure of defendant to perform a number of her responsibilities and her "continuous pattern of negligence" demonstrates, at most, negligence or gross negligence and, thus, does not warrant punitive damages).  There was certainly no unconscionable or outrageous conduct here.  Failure to act, under the facts of this case, does not meet the necessary burden under the PDA to prove "actual malice" or "wanton and willful disregard."  Accordingly, the trial court's award of punitive damages is not supported by the PDA or the record in this case and does not comport with due process under the Fourteenth Amendment.  It should be reversed and vacated.