SUPERIOR COURT OF NEW JERSEY 

 APPELLATE DIVISION 

 DOCKET NO. A-3315-22 

SPRING OAKS CAPITAL 

SPV, LLC, AS SUCCESSOR 

TO ORIGINAL CREDITOR 

BLUE RIDGE BANK 

(UPGRADE), 

 Plaintiff-Respondent, 

v.

CURTIS BANTON, 

 Defendant-Appellant, 

and 

CURTIS BANTON, 

individually and on behalf

of all others similarly situated, 

 Third-Party PlaintiffAppellant, 

v.

SPRING OAKS CAPITAL 

SPV, LLC, 

 Defendant-Respondent, 

NOT FOR PUBLICATION WITHOUT THE 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.
2 A-3315-22

v.

SPRING OAKS CAPITAL, 

LLC, PAGAYA ACQUISITION 

TRUST I, and PAGAYA AI DEBT 

SELECTION GRANTOR TRUST 

2020-3,

 Third-Party Defendants- 

 Respondents. 

______________________________

Argued March 19, 2024 – Decided April 11, 2024 

Before Judges Natali and Puglisi. 

On appeal from the Superior Court of New Jersey, Law 

Division, Bergen County, Docket No. L-0539-23.

Mark H. Jensen argued the cause for appellant Curtis 

Banton (Kim Law Firm LLC, attorneys; Yongmoon 

Kim and Mark H. Jensen, on the briefs). 

Jeremy J. Zacharias and Joseph Michael DeFazio 

argued the cause for respondents (Marshall Dennehey

Warner Coleman & Goggin, attorneys for respondents 

Spring Oaks Capital SPV, LLC, and Spring Oaks 

Capital, LLC; Troutman Pepper Hamilton Sanders, 

LLP, attorneys for respondents Pagaya Acquisition 

Trust I, and Pagaya AI Debt Selection Grantor Trust

2020-3; Walter F. Kawalec III, Jeremy J. Zacharias, and 

Joseph Michael DeFazio, on the joint brief). 

PER CURIAM 
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By leave granted, defendant/third-party plaintiff Curtis Banton appeals 

from the Law Division's April 14, 2023 order granting the joint motion to 

compel arbitration filed by plaintiff/third-party defendants Spring Oaks Capital 

SPV, LLC and Spring Oaks Capital, LLC (the Spring Oaks entities), Pagaya 

Acquisition Trust I and Pagaya AI Debt Selection Grantor Trust 2020-3 (the 

Pagaya entities); and the June 13, 2023 order denying Banton's motion for 

reconsideration. 

On February 2, 2021, defendant signed a loan agreement for $6,720 with 

Blue Ridge Bank. The loan agreement contained an arbitration agreement 

requiring any dispute to be resolved exclusively through arbitration. The 

arbitration agreement defined a dispute as any unresolved disagreement between 

the parties that arose out of or related in any way to the agreement, the loan, or

the relationship between the parties, including Upgrade, Inc., which was the loan 

servicer, or any assignee or holder of the loan. A dispute also included any 

disagreement about whether the arbitration agreement was enforceable or valid, 

the meaning of the arbitration agreement, and whether a disagreement is a 

dispute subject to binding arbitration. 

The arbitration agreement included an opt-out provision, which required 

the borrower to send an arbitration opt-out notice to Blue Ridge Bank, care of 
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Upgrade, Inc. The arbitration agreement also provided that its provisions were 

to be governed exclusively by the Federal Arbitration Act (FAA), 9 U.S.C. §§ 

1-16. 

 According to the certification of counsel filed with the trial court, Blue 

Ridge Bank sold, assigned and conveyed the loan to the Pagaya Trusts, but 

Upgrade, Inc. remained the loan servicer. The Pagaya Trusts subsequently 

assigned all rights, title and interest in the loan to Spring Oaks Capital, LLC, 

which then conveyed the loan to its subsidiary, Spring Oaks Capital SPV, LLC. 

On April 3, 2022, defendant defaulted on the loan. 

 On October 19, 2022, Spring Oaks SPV, LLC filed a complaint against 

Banton in the Law Division, Special Civil Part, seeking to recover the defaulted 

debt along with costs of suit. In addition to his answer and affirmative defenses, 

Banton filed a class action counterclaim against Spring Oaks Capital SPV, LLC 

and a third-party complaint against Spring Oaks Capital, LLC and the Pagaya 

entities. In the counterclaim and third-party complaint, defendant alleged 

Spring Oaks SPV, LLC failed to obtain a license under the New Jersey 

Consumer Finance Licensing Act, N.J.S.A. 17:11C-1 to -89, and therefore the 

assignment and any rights conveyed by it were void and unenforceable. 
5 A-3315-22

Because Banton alleged a class action, the matter was transferred from the 

Special Civil Part to the Law Division. The Pagaya and Spring Oaks entities 

then filed a joint motion to compel arbitration. Banton conceded there was a 

valid arbitration agreement but argued, as he does on appeal, that the Pagaya 

and Spring Oaks entities were not legally assigned the ability to compel 

arbitration, and even if they were, they waived the ability to compel arbitration 

by their conduct in the litigation. We disagree and affirm. 

We review a trial court's decision to compel arbitration de novo. 

Flanzman v. Jenny Craig, Inc., 244 N.J. 119, 131 (2020). Pursuant to Rule 2:2-

3(a), "[o]rders compelling arbitration are deemed final for purposes of appeal," 

and because they are a "legal determination," the decision is reviewed de novo. 

Hirsch v. Amper Fin. Servs., LLC, 215 N.J. 174, 186 (2013). Our Supreme 

Court held that "[i]n reviewing such orders, we are mindful of the strong 

preference to enforce arbitration agreements, both at the state and federal level." 

Ibid. 

"Reconsideration is a matter within the sound discretion of the Court, to 

be exercised in the interest of justice." Cummings v. Bahr, 295 N.J. Super. 374, 

384 (App. Div. 1996). We review the trial court's denial of a motion for
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reconsideration under the abuse of discretion standard. Branch v. Cream-OLand Diary, 244 N.J. 567, 582 (2021). 

As he did before the trial court, defendant alleges the Spring Oaks and 

Pagaya entities failed to establish they were assigned the rights under the 

agreement, including the right to compel arbitration. See New Century Fin. 

Serv., Inc v. Oughla, 437 N.J. Super. 299, 314 (2014) ("plaintiffs must prove 

that they own the . . . debts on which they sue, whether one characterizes it as 

standing to sue or an essential element of proof on an assigned claim."); see also 

Sullivan v. Visconti, 68 N.J.L. 548, 550 (1902) ("where the suit is brought by 

the assignee in his own name he must aver and prove that the cause of action 

was, in fact, assigned to him."). The Pagaya and Spring Oaks entities argue they 

did in fact demonstrate the assignments.

 Defendant also claims, as he did in his complaint and motion for 

reconsideration, the Spring Oaks and Pagaya entities were not licensed under 

N.J.S.A. 17:11C-33(a)(b) and therefore the collection of the debt violates public 

policy.1 See Accountemps Div. of Robert Half, Inc. v. Birch Tree Grp., Ltd., 

1

 Banton relies on unpublished opinions from state and federal court throughout 

this point in his appellate brief. Unpublished decisions are not precedential and 

cannot be cited by this court, and counsel did not confirm compliance with the 

requirement that all contrary unpublished opinions known to counsel were also 

served on the court and opposing counsel. See Rule 1:36-3. 
7 A-3315-22

115 N.J. 614, 626 (1989) ("public policy precludes enforcement of a contract 

entered into in violation of [a] licensing statute."). The Pagaya and Spring Oaks 

entities contend they obtained the proper licenses.

 We need not reach the merits of either of these issues because they are 

both subject to arbitration under the agreement, and "a court may not decide an 

arbitrability question that the parties have delegated to an arbitrator." Henry 

Schein, Inc. v. Archer & White Sales, Inc., 139 S. Ct. 524, 530 (2019); see also 

Amalgamated Transit Union, Loc. 880 v. N.J. Transit Bus Operations, Inc., 200 

N.J. 105 (2009). Here, Banton challenged assignment of the loan and the ability 

of the purported assignee to collect the debt, which is a dispute about the 

"relationship between [the parties]" and "whether [the] arbitration agreement 

. . . is enforceable," as defined in the arbitration agreement. Even if there is a 

question whether either issue raised by Banton constitutes a "dispute" as defined 

in the arbitration agreement, that issue is subject to arbitration under the 

agreement as well. 

 Lastly, Banton reiterates the Spring Oaks entities waived their right to 

invoke the arbitration clause. We are unpersuaded by this argument. 

 The Supreme Court in Morgan v. Sundance, Inc. held that "[t]o decide 

whether a waiver has occurred, the court focuses on the actions of the person 
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who held the right." 142 S. Ct. 1708, 1713 (2002). A "court assessing waiver 

does not generally ask about prejudice. Waiver, we have said, 'is the intentional 

relinquishment or abandonment of a known right.'" Ibid. (quoting U.S. v. Olano, 

507 U.S. 725, 733 (1993)). 

 Here, Spring Oaks Capital SPV, LLC filed a complaint to collect the debt 

in the Special Civil Part. Banton exercised his right to file an answer, 

counterclaim and third-party claim, which was then transferred to the Law 

Division. Because Banton disputed aspects of the allegations in the complaint, 

Spring Oaks took no further action in the lawsuit and instead invoked its right 

to arbitration. Nothing about Spring Oaks's actions prior to that constitute an 

intentional relinquishment or abandonment of its right to arbitration, and 

Banton's claims to the contrary are without merit. 

 First, Banton's interpretation of waiver suggests that a lending entity 

would be barred from arbitration by filing a complaint. This is an absurd 

conclusion, because a complaint could result in default or payment of the debt, 

neither of which would necessitate the invocation of an arbitration clause. It is 

only when a dispute arises, as demonstrated by Banton's actions in this matter, 

that a lender must decide whether to invoke arbitration or waive arbitration and 

litigate the matter. Moreover, a lending entity may need to preserve its ability 
9 A-3315-22

to file a complaint within the applicable statute of limitations, notwithstanding 

its right to arbitration. And lastly, the agreement here was subject to the FAA, 

which provides at 9 U.S.C. § 3: 

If any suit or proceeding be brought in any of the courts 

of the United States upon any issue referable to 

arbitration under an agreement in writing for such 

arbitration, the court in which such suit is pending, 

upon being satisfied that the issue involved in such suit 

or proceeding is referable to arbitration under such an 

agreement, shall on application of one of the parties

stay the trial of the action until such arbitration has been 

had in accordance with the terms of the agreement, 

providing the applicant for the stay is not in default in 

proceeding with such arbitration.

Because the FAA refers to "any suit or proceeding be[ing] brought in any of the 

courts," it encompasses the scenario here. To adopt Banton's argument would 

render this language in the FAA superfluous, and we may not interpret the 

statute in this manner. See Cupido v. Perez, 415 N.J. Super. 587, 595 (App. 

Div. 2010) ("'Courts should construe a statute, if possible, so no term is rendered 

superfluous or meaningless.'") (citing 1A Sutherland Statutory Construction, 

163 (7th ed.)). 

 Because we agree with the trial court's decision to stay the matter and 

compel arbitration, we find no abuse of discretion in its denial of the motion for 

reconsideration. 
10 A-3315-22

 Affirmed.