SUPERIOR COURT OF NEW JERSEY APPELLATE DIVISION DOCKET NO . A

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YA GLO BAL INVESTMENTS, LP,

Plaintiff

- Respondent,

v.

RAIN I ER GONZALEZ, PACER HEALTH CORPORATION, PACER ECI, LLC, Ei3 ENERGY, LLC, PACER HEALTH STAFFING, INC., PACER STAFFING, INC., BRICK MOUNTAIN BILLING, INC., BRICK MOUNTAIN MEDIA, LLC, 5G WIRELESS COMMUNICATIONS, INC., CONNECTED MEDIA TECHNOLOGIES, INC., EYI INDUSTRIES, INC., and ICOA, INC.,

Defendants

- Appellants.

________ ______________________

Submitted Januar y 24, 2019

– Decided

Before Judges Alvarez and Reisner.

On appeal from Superior Court of New Jersey, Law Division, Union County, Docket No. L

- 2090

- 14.

NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court."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.

February 19, 20192 A

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- 17T4 Andrew M. Wolfenson, attorney for appellant s

.

Sills Cummis & Gross

, PC, and Bressler, Amery & Ross, PC, attorneys for respondent (Joshua N. Howley and William R. Tellado, on the brief).

PER CURIAM

In this commercial dispute, d efendants appeal from an April 21, 2017

amended order

, granting summary judgment in favor of plaintiff YA Global

Investmen ts, L P (YAGI) , and piercing the corporate veil to impose liability on

defendant s Rain ier Gonzalez (Gonzalez) and Brick Mountain Billing , Inc.

(Billing) for the sum of $5,100,000 plus interest. Defendants also appeal from

an August 30, 2017 order denying their motion for reconsideration.

Defendants raise the following issues on this appeal:

POINT I

THE COURT COULD NOT FIND THAT THE DEFENDANTS WERE GUILTY OF MAKING FRAUDULENT CONVEYANCES OR TH AT THE CORPORATE VEIL COULD BE PIERCED WHERE ALL MONIES RECEIVED BY THE CORPORATE DEFENDANTS WERE USED FOR PROPER BUSINESS PURPOSES.

POINT II

IMPOSITION OF LIABILITY AND A JUDGMENT AGAINST BRICK MOUNTAIN BILLING, LLC, WAS IMPROPER AS THERE WAS NO EVIDENCE PRESENTED THAT BRICK MOUNTAIN BILLING3 A

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POINT III

THE COURT IMPROPERLY APPLIED THE SUMMARY JUDGMENT STANDARD, AND ITS FINDING REGARDING FRAUDULENT CONVEYANCES AND PIERCING OF THE COR PORATE VEIL WAS INCORRECT AND MUST BE REVERSED.

POINT IV

THE SUPPLIED PROOFS CLEARLY SHOW THAT THE COURT COULD NOT, UNDER THE SUMMARY JUDGMENT STANDARD OR OTHERWISE, FIND THAT THE DEFENDANTS WERE GUILTY OF MAKING FRAUDULENT CONVEYANCES OR THAT THE CORPOR ATE VEIL SHOULD BE PIERCED.

POINT V

THE COURT ERRED IN ORDERING A JUDGMENT AMOUNT AGAINST THE DEFENDANTS, RAINIER GONZALEZ AND BRICK MOUNTAIN BILLING, INC., WHICH REFLECTED MONIES RECEIVED BY THE OTHER CORPORATE DEFENDANTS AND NOT MONIES ALLEGEDLY PROVID ED TO THEM.

POINT VI

THE COURT’S EXCLUSION OF PAYMENTS MADE BEFORE EXECUTION OF THE LIMITED WAIVER DOCUMENTS MEANS THAT ANY MONIES RECEIVED BY THE CORPORATE DEFENDANTS PRIOR TO THE DOCUMENTS’4 A

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After reviewing the record de novo, we find that summary judgment was

properly granted. Se e Rowe v. Mazel Thirty, LLC , 209 N.J. 35, 41 (2012)

. We

also find no abuse of the trial court's discretion in denying reconsideration. See

Cummings v. Bahr , 295 N.J. Super. 374, 389 (App. Div. 1996). We affirm for

the reasons stated by Judge Robert J. Mega in his comprehensive written

opini ons issued with the orders on appeal. We decline to address appellant's

point VI, because it wa s not raised in the trial court. Nieder v. Royal Indem.

Ins. Co.

, 62 N.J. 229, 234

- 35 (1973) . D efendants' remaining arguments are not

supported by the record 1 and are without sufficient merit to warrant discussion.

R. 2:11

- 3(e)(1)(E). We add these brief comments.

Gonzalez created and controlled a series of corporations, all of which he

treated as one enterprise, and the assets of which he commingled, disregar ding

any corporate formalities. Gonzalez caused two of the corporations (the Pacer

1 Many of defendants' purported citations to the record either do not support their factual assertions or are references to the transcripts of their attorney's motion arguments, rather than citations to legally competent evidence. See R. 2:6

- 2(a)(5).5 A

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defendants) to borrow tens of millions of dollars from YAGI, and to acquire

from YAGI an assignment of several struggling companies that the Pacer

defendants committed to t urning around financially. At Gonzalez's direction,

the Pacer defendants blatantly violated their contracts with YAGI by siphoning

off $5.1 million in earnings from one of the purchased companies and using the

money for purposes not permitted by the agree ments with YAGI. Those

contracts were fully integrated documents that could not be varied or amended

by alleged oral agreements. Hence , we find no merit in defendants' arguments

that someone from YAGI verbally assured them that they could depart from the

terms of those contracts , and that YAGI was somehow bound by the terms of a

2010 Pacer Health Corporation Executive Summary that YAGI neither signed

nor agreed to in writing

. We also find no merit in defendants' argument that the trial court erred by

re ndering judgment against Billing , the only one of Gonzalez's corporations that

still appeared to be solvent . In response to plaintiff's statement of material facts,

defendant s admitted that Gonzalez treated all of the "corporate Gonzalez

[ d ] efendants" (a term that included Billing) as one enterprise and commingled

their funds; that Billing paid salaries for Gonzalez and his employees; and that6 A

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Gonzalez and his two colleagues worked for all of his corporations including

Billing.

Affirmed.