SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-3658-20

GINA LOUISE BILOTTI,

Plaintiff-Appellant,

v.

NEW JERSEY PROPERTY

INSPECTIONS, LLC, and

HOWARD ALTMAN,

Defendants-Respondents,

and

ROBERT REED and NORIKO

REED,

Defendants.

____________________________

Argued February 28, 2022 – Decided March 14, 2022

Before Judges Sabatino, Mayer, and Natali.

On appeal from the Superior Court of New Jersey, Law 

Division, Somerset County, Docket No. L-0022-21.

Glen J. Vida argued the cause for appellant. 

NOT FOR PUBLICATION WITHOUT THE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.
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Jenna K. Clemente argued the cause for respondents 

(Hardin, Kundla, McKeon & Poletto, attorneys; Patrick 

J. McCormick and Jenna K. Clemente, on the brief). 

PER CURIAM

This appeal concerns the enforceability of an arbitration provision within 

a home inspection contract. The provision, which appears in paragraph 9 of the 

signed contract, reads in pertinent part as follows:

9. BINDING ARBITRATION PROVISION 

PLEASE READ CAREFULLY.

Any dispute, controversy, interpretation, or claim, 

including claims for, but not limited to, breach of 

contract, any form of negligence, fraud, or 

misrepresentation, and/or any violation of the New 

Jersey Consumer Fraud Act, N.J.S.A. § 56:8-1 through 

§ 56:8-20, or any other theory of liability arising out of, 

from, or related to this Pre-Inspection Agreement or 

arising out of, from, or related to the Inspection or 

Inspection Report shall be submitted to final and 

binding arbitration as conducted by Construction 

Dispute Resolution Services, LLC or Resolute Systems, 

Inc., utilizing their respective Rules and Procedures. A 

NJ Licensed Home Inspector shall be a member of the 

Arbitration Board. The decision of the Arbitrator shall 

be final and binding and judgment on the decision may 

be entered in any Court of competent jurisdiction. 

NOTICE: YOU AND WE WOULD HAVE A 

RIGHT OR OPPORTUNITY TO LITIGATE 

DISPUTES THROUGH A COURT AND HAVE A 

JUDGE OR JURY DECIDE THE DISPUTES BUT 

HAVE AGREED INSTEAD TO RESOLVE 

DISPUTES THROUGH BINDING 

ARBITRATION.
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Despite having signed the contract with this mandatory arbitration clause, 

plaintiff sued the home inspector and his company in the Law Division, along 

with other defendants. In her lawsuit, plaintiff alleges the inspector had been 

negligent in inspecting a single-family house she bought at a closing several 

days after receiving his written post-inspection report. The complaint alleges 

the inspector overlooked numerous defects in the house, which plaintiff

discovered after buying it and which cost her substantial funds to address. 

The inspector and his company moved to dismiss the complaint against 

them and compel arbitration, in accordance with the contractual provision. In 

opposition, plaintiff argued she was not bound by the arbitration clause, 

contending its enforcement is both procedurally and substantively 

unconscionable.

After conducting an evidentiary hearing at which plaintiff and the home 

inspector each testified, Assignment Judge Thomas C. Miller issued a fourteenpage written decision on July 21, 2021, finding the arbitration provision was not 

unconscionable. The judge dismissed the claims against the inspector and his 

firm and granted their motion to compel arbitration.1 Plaintiff appeals, arguing 

1 The claims against the sellers were unaffected.
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the judge's decision is erroneous. We affirm, substantially for the sound reasons 

detailed in Judge Miller's comprehensive opinion.

We need not repeat here at length the facts in the record, which are 

detailed more fully in the trial court's opinion. The following summary will 

suffice.

At the time of the home inspection, plaintiff Gina Bilotti was an executive 

living and working abroad in Belgium for a major international healthcare 

company. As part of her job, plaintiff supervised over 370 employees and 

managed annual budget of up to $85 million. Plaintiff has a joint master's degree 

in engineering management. She testified she is not well versed in real estate 

matters.

Plaintiff was under contract to buy a house in Somerset County for 

$999,999. As is typical, the contract was contingent on the buyer obtaining a 

home inspection. The deadline for completing the inspection was August 16, 

2017. Plaintiff initially attempted to hire an inspector she had used when she 

purchased her former residence in New Jersey years earlier, but that inspector 

was not available.

Plaintiff’s real estate agent recommended to her defendant Howard 

Altman, a licensed home inspector who owns and operates co-defendant New 
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Jersey Property Inspections, LLC. Plaintiff, who was then in Belgium, 

contacted Altman and made arrangements with him to inspect the house on 

August 4, 2017. The agreed upon price of the inspection was $750. 

A central dispute between the parties at the fact-finding hearing was 

whether Altman sent plaintiff a copy of a written agreement in advance of the 

inspection. A consumer regulation, N.J.A.C. 13:40-15.15, requires the customer 

to receive a written copy of the inspection agreement "no later than one business 

day after the appointment for the home inspection is made[,]" and that it be 

signed before the inspection begins. N.J.A.C. 13:40-15.15(a).

Altman testified at the hearing that he emailed the agreement to plaintiff 

at her company email address on August 2, 2017, two days before the planned 

inspection. As proof of the transmission, the defense moved into evidence 

screenshots of Altman's email account, showing an email draft from him to 

plaintiff with the contract attached. However, Altman did not present a 

confirmation that plaintiff actually received his email. Conversely, plaintiff 

testified that she never received such an email at her work account. By the time 

the hearing took place in 2021, plaintiff had left her job and no longer had access 

to her former company's email account.
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In resolving this particular factual dispute, Judge Miller made these 

findings:

With regards to the issue of whether Ms. Bilotti was 

provided a copy of the agreement on August 2, 2017 

(two days prior to the inspection), the Court finds that 

it is likely that the agreement form was provided to her, 

even though she has not been able to locate it. The 

Court is not accusing Ms. Bilotti of an untruth when she 

so testifies. In fact, the Court believes that she testified 

truthfully as to her understanding. Instead that there is 

likely another explanation, whether that be a SPAM 

filter or her failure to keep all personal e-mails, or 

perhaps another explanation. 

The Court finds that Mr. Altman’s testimony on the 

subject and Exhibit D-2 was compelling. Although the 

actual e-mail was not retrieved, the evidence that Mr. 

Altman provided certainly seems to confirm that he sent 

Ms. Bilotti an e-mail at her work e-mail on August 2, 

2017, even though she has been unable to retrieve the 

actual e-mail.

The contract states in a handwritten entry that the scheduled start time of 

the home inspection was 10:30 a.m. According to plaintiff, she took an 

overnight flight from Belgium to Newark Airport, which landed at 12:30 p.m. 

She testified she arrived at the house between 1:45 and 2:00 p.m. and 

encountered Altman there, coming down from the attic. As described by 

plaintiff, Altman told her he had already finished his inspection and needed to 

leave quickly to go to another site. 
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Plaintiff contends she felt rushed into signing the agreement, which she 

only glanced at without her reading glasses (which were out in her car), and then 

she handed Altman a check. As plaintiff recalled, she "tried to look through it 

as best [as] [she] could." She did felt she "shouldn't hold up Mr. Altman up 

because [she] knew . . . in advance that he had another appointment . . . and felt 

like . . . he was done[.]" She admitted that Altman had not told her "she better 

sign the contract right now because I'm leaving here this instant." Plaintiff did 

not notice at the time the contract's arbitration language in bold underlined font, 

although upon looking at it afterwards she conceded "it was bolded enough for 

sure." 

Plaintiff explained to the court that she had been worried that if she 

refused to sign the agreement, she would have had trouble finding a substitute 

since she "wasn't going to be in New Jersey long enough to be able to stay for 

another inspection." She worried she could have "risked losing the house" by 

not meeting the purchase contract deadline. However, she did not state that she 

tried to contact her real estate lawyer that day about possibly asking the seller 

to extend the deadline, or that anything prevented her from seeking such advice.

Altman testified that it was his usual practice to wait until he had the 

customer’s signature on the agreement before conducting a full inspection. He 
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stated that a house of this size would take two or three hours to inspect, and that, 

at most, he would only do minor "preliminary" tasks before the customer 

arrived, such as opening doors, checking the dishwasher, and starting the stove. 

He denied pressuring or rushing plaintiff to sign the agreement. 

Altman testified that about thirty to forty percent of his customers tend to 

forget to bring a signed copy of the agreement to the inspection, and that his 

usual practice would be to provide another copy at the site and give the customer 

up to about twenty minutes to review it. When asked about what he would do if 

the customer refused to sign it, Altman testified that he would leave the property 

and not issue an inspection report. According to Altman, the contract language 

is a standard form used by 80-90% of the home inspectors in New Jersey.

Paragraph 20 of the parties' agreement states as follows:

20. By signing this Agreement, the undersigned 

client(s) agree that he/she/I/they have read, understand, 

and agree to all of the terms and conditions on all pages 

of this Agreement, including the provisions for 

arbitration, and limitations and exclusions, and agree to 

pay the fee shown according to the terms above. Client 

acknowledges that Client has had ample time and 

opportunity to review this Agreement prior to signing 

and that Client has signed this Agreement prior to the 

performance of the home inspection. Client further 

acknowledges that Client has been encouraged to attend 

the inspection and understands that Client will not 

receive the full benefit of the inspection if Client does 

not attend.
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[(Emphasis added).]

In her testimony at the hearing, plaintiff did not address this acknowledgement, 

other than her general admission that she had only glanced at the agreement 

before signing it.

According to plaintiff, Altman told her before he left the house that it 

"looked pretty good" aside from "a few things [that] could be addressed" and 

would be detailed in his report. He did not return to the house later that day to 

complete any further tasks. 

Altman thereafter issued a thirty-six-page written inspection report 

identifying a few problems with the house and recommending that a roofing 

company evaluate the roof tiles. 

As we have noted, the report states Altman arrived at the house at 11:00 

a.m., which would have been about two-and-half hours before plaintiff arrived. 

In her own testimony, plaintiff did not recall the scheduled time for the 

inspection. She did admit that she arranged her real estate agent to be present 

and "stand in for [her] because [she] knew [she] wasn't going to make it for the 

beginning of the inspection . . . [though] was still hoping [she] was going to 

make some of it." 
10 A-3658-20

Plaintiff subsequently closed on her purchase, but she did not move in for 

over a year. When she moved in, she discovered problems with the house that 

Altman had not identified in his report, particularly water damage and mold. 

She alleges she spent about $200,000 in repairing items that Altman had failed 

to spot.

In January 2021 plaintiff filed this lawsuit against Altman and his 

company, along with the co-defendant sellers, in the Law Division. With respect 

to Altman, the complaint alleges his inspection was negligent and breached their 

contract, that his report contained misrepresentations, and that his handling of 

this matter tortiously interfered with her rights as a home buyer and violated the 

Consumer Fraud Act, N.J.S.A. 56:8-1 to -227, and the implied covenant of good 

faith and fair dealing. 

As we noted, Altman and his company moved to compel arbitration.2 

Judge Miller preliminarily denied the motion without prejudice, discerning that 

an evidentiary hearing was warranted to hear and consider the testimony of 

plaintiff and Altman. Both parties were ably represented by counsel at the 

2 Notably, defendants only moved to compel arbitration and did not seek to 

enforce the agreement's truncated one-year limitations period.
11 A-3658-20

hearing. They did not call plaintiff's real estate agent who was present during 

the inspection, or any other witnesses. 

Judge Miller generally found plaintiff's testimony about the events of the 

day of the inspection to be "clearer and more reliable" than that of Altman, who 

seemed to be "confused or have limited recollection about this specific 

inspection." However, as we have already noted, with respect to the email 

dispute, the judge found Altman's testimony on that discrete point "compelling,"

and that the screenshots show it was "likely" the agreement had been sent to 

plaintiff in advance. 

After weighing the testimony and the documentary evidence, Judge Miller 

concluded that plaintiff had not met her burden to prove the inspection contract's 

arbitration clause was either procedurally or substantively unconscionable. The 

judge was satisfied that the arbitration clause was presented in a fair manner,

and was "clear and unambiguous." As the judge noted:

[A]lthough Ms. Bilotti has complained that the 

agreement is in "small print" that would have required 

her to wear her reading glasses to read the document, 

there is a portion of the provision that is in bold font 

and thus should have been visible and/or attracted the 

attention of a reader. 

The judge further concluded that the process that led to plaintiff signing 

the agreement was not procedurally unconscionable:
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In this case, Ms. Bilotti, a person of above-average 

education, intelligence and business acumen and 

experience simply did not read the agreement. She 

admitted that she "glanced" at it only and when she did 

so she did not even notice the provision in issue which 

contained bold print font in order to attract a reader’s 

attention. She admitted that she was distracted due to 

the myriad of tasks that she had to accomplish in order 

to purchase a new home while living overseas. She was 

also likely distracted by the hectic travel arrangements 

that enabled her to only reach the inspection in the nick 

of time so she could personally speak to Mr. Altman. 

While she demonstrated an uncommon attention to 

detail with regards to her conversation with Mr. 

Altman, she exhibited an alarming lack of attention to 

detail when it came to the business arrangement with 

Mr. Altman. While she states that she now finds the 

provision in issue to be offensive and something she 

would not have agreed to, she inexplicably did not take 

the time to read the agreement when it counted most. 

As indicated by defense counsel in his closing, "that is 

on her." Certainly Mr. Altman should not be made to 

suffer or not receive the "benefits" of his agreement as 

a result of Ms. Bilotti’s inattention. 

The judge then stated in summary:

In short, Ms. Bilotti’s conduct does not warrant a 

finding of unconscionability. The facts of this case do 

not indicate age, literary or lack of sophistication by 

Ms. Bilotti. In fact, the opposite is true. Nor does the 

agreement contain hidden or complex contract terms or 

illicit unsavory or untoward bargaining tactics. Had Ms. 

Bilotti taken the time to do more than simply glance at 

the agreement, we may not be here. In the Court's view, 

the circumstances here do not indicate a finding of 

unconscionability.
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On appeal, our scope of review of the trial judge's findings derived from 

the evidentiary hearing is limited. A trial court’s factual findings generally are 

"binding on appeal when supported by adequate, substantial, credible evidence." 

Cumberland Farms, Inc. v. N.J. Dep't of Envtl. Prot., 447 N.J. Super. 423, 437-

38 (App. Div. 2016) (quoting Seidman v. Clifton Sav. Bank, S.L.A., 205 N.J. 

150, 169 (2011)). This level of deference requires a reviewing court to accept 

the trial court's factual findings unless it is "convinced that [the findings] are so 

manifestly unsupported by or inconsistent with the competent, relevant and 

reasonably credible evidence as to offend the interests of justice." Id. (quoting 

Cesare v. Cesare, 154 N.J. 394, 411-12 (1998)). That said, we also recognize 

that the legal underpinnings of a trial court's decision to enforce arbitration 

provisions can, at times, pose questions of law that are subject to de novo review 

by this court. Goffe v. Foulke Mgmt. Corp., 238 N.J. 191, 207 (2019).

Here, the trial court's findings have ample support in the record and are 

consistent with the governing law. 

It is well established that under the preemptive force of the Federal 

Arbitration Act ("FAA"), 9 U.S.C. §§ 1 to 16, as construed by the United States 

Supreme Court and the courts of this state, voluntary agreements to resolve 

disputes through arbitration in lieu of litigation are presumptively favored and 
14 A-3658-20

enforceable. See, e.g., AT&T Mobility, LLC v. Concepcion, 563 U.S. 33 

(2011); Atalese v. U.S. Legal Servs. Grp., L.P., 219 N.J. 430, 441 (2014);

Garfinkel v. Morristown Obstetrics & Gynecology Assocs., P.A., 168 N.J. 124, 

131 (2001).

In connection with this analysis, courts must be assured "that the 

contracting parties know that in electing arbitration as an exclusive remedy, they 

are waiving their time-honored right to sue." Garfinkel, 168 N.J. at 132. The 

New Jersey Supreme Court has stressed that such waivers "must be clearly and 

unmistakably established" to both parties. Id. at 140 (internal citation omitted); 

see also Atalese, 219 N.J. at 443-44.

Case law recognizes that certain arbitration agreements may be deemed 

unenforceable if they are either procedurally or substantively unconscionable. 

Muhammad v. Cty. Bank of Rehoboth Beach, Del., 189 N.J. 1, 15 (2006); 

Rudbart v. N. Jersey Dist. Water Supply Comm'n, 127 N.J. 344, 353-54 (1992).

Procedural unconscionability "can include a variety of inadequacies, such as 

age, literacy, lack of sophistication, hidden or unduly complex contract terms, 

bargaining tactics, and the particular setting existing during the contract 

formation process." Sitogum Holdings, Inc. v. Ropes, 352 N.J. Super. 555, 564-

65 (Ch. Div. 2002), accord Delta Funding Corp. v. Harris, 189 N.J. 28, 40
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(2006). Substantive unconscionability, meanwhile, generally involves "harsh or 

unfair one-sided terms." Muhammad, 189 N.J. at 15 (citing Sitogum, 352 N.J. 

Super. at 564-66).

It is the party seeking invalidation of an arbitration provision's burden to 

demonstrate that the provision is unenforceable due to unconscionability. Delta 

Funding, 189 N.J. at 39. That determination is fact-sensitive and made on a 

case-by-case basis. Ibid.

The trial court was appropriately guided by these legal principles here. As 

plaintiff herself conceded in hindsight, the arbitration provision in the agreement 

is prominently displayed in bolded and underlined font. The language of the 

provision is in plain and straightforward words. Aside from the truncated oneyear limitations period in paragraph 10 of the agreement—which Altman and 

his company are not seeking to enforce—the terms of paragraph 9 compelling 

arbitration are not manifestly one-sided or unfair. Plaintiff can pursue in 

arbitration the very same common law and statutory remedies she can obtain in 

the Law Division if she proves the merits of her claims.

The trial court's findings of a lack of procedural unconscionability are also 

supported by the record and well-reasoned. Although we realize the parties' 

testimony about the emails differed, we will not second-guess the judge's factual 
16 A-3658-20

finding that it was most likely Altman did indeed send the form agreement to 

plaintiff in advance of the inspection, in accordance with N.J.A.C. 13:40-15.15. 

See Rova Farms Resort, Inc. v. Investors Ins. Co. of America, 65 N.J. 474, 483-

84 (1974) (reviewing courts shall adopt a trial court's factual determinations 

when "supported by adequate, substantial and credible evidence"). As the judge 

found, plaintiff had a reasonable opportunity to review the agreement ahead of 

time.

We are mindful that the second sentence of N.J.A.C. 13:40-15.15 calls for 

the written agreement to be signed before the inspection begins. We recognize 

that Altman admitted that he did begin working on the inspection when he 

arrived at or around 11:00 a.m. Although the parties disputed how much of the 

inspection was completed, it is undisputed that plaintiff arrived more than two 

hours after the 10:30 a.m. start time written on the contract and the 11:00 a.m. 

time that Altman arrived. Plaintiff anticipated that she would be arriving at the 

inspection late, and relied on her real estate agent to be present in her absence. 

Under the circumstances, it would have been unreasonable to require an 

inspector to wait around for over two hours and do nothing, without getting a 

call from the customer explaining her delay and updating her expected time of 

arrival. It was not defendant's fault that the parties' time together at the house 
17 A-3658-20

was compressed. Plaintiff unilaterally selected an international flight that made 

it impossible for her to arrive at the house on time. In addition, in paragraph 20 

of the agreement, plaintiff acknowledged that the agreement was timely 

executed. She did not call an attorney to try to postpone the house closing.

Although the inspector did start the inspection before the agreement he 

sent plaintiff was signed, his non-adherence to that portion of the regulation does 

not make the arbitration clause within the agreement per se unenforceable or 

unconscionable. The circumstances are distinguishable from those in Lucier v. 

Williams, 366 N.J. Super. 485 (App. Div. 2004), cited by plaintiff, in which we 

invalidated an exculpatory clause within a home inspection contract because the 

provision conflicted with the regulatory scheme. No exculpatory clause is 

sought to be enforced here, and these defendants are as exposed to liability as 

they would be in a Superior Court action.

To the extent we have not discussed them, all other arguments presented 

lack sufficient merit to warrant discussion. R. 2:11-3(e)(1)(E).

Affirmed.