SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-0370-21

CHANA RINGEL and 

CR LAKEWOOD, LLC, 

individually and derivatively

on behalf of BCR LAKEWOOD 

HOLDINGS, LLC,

Plaintiffs-Respondents,

v.

BR LAKEWOOD, LLC and

BENJAMIN RINGEL,

Defendants-Appellants.

CHANA RINGEL, individually 

and derivatively on behalf of 

BCR OAKRIDGE, LLC,

Plaintiffs-Respondents,

v.

BENJAMIN RINGEL and SUNSET 

HILL OAKRIDGE PLAZA, LLC,

Defendants-Appellants.

NOT FOR PUBLICATION WITHOUT THE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-0370-21

RUSHMORE CAPITAL, LLC,

Intervenor-Respondent.

Submitted September 12, 2022 – Decided October 20, 2022

Before Judges Currier and Mayer.

On appeal from the Superior Court of New Jersey, 

Chancery Division, Ocean County, Docket Nos. 

C-000127-15 and C-000152-16.

Patterson Belknap Webb & Tyler LLP, attorneys for 

appellants (Peter C. Harvey, on the briefs).

Giordano, Halleran, Ciesla, PC, and Koffsky Schwalb,

LLC, attorneys for respondents Chana Ringel, 

individually and derivatively on behalf of BCR 

Oakridge, LLC, and CR Lakewood, LLC, individually

and derivatively on behalf of BCR Lakewood Holdings, 

LLC (Matthew N. Fiorovanti and Efrem Schwalb, on 

the brief).

Troutman Pepper Hamilton Sanders, LLP, and 

Avrohom C. Einhorn (Troutman Pepper Hamilton 

Sanders, LLP) of the Pennsylvania bar, admitted pro 

hac vice, on behalf of respondent Rushmore Capital, 

LLC (Angelo A. Stio, III, of counsel and on the brief; 

Avrohom C. Einhorn, on the brief).

PER CURIAM
3

A-0370-21

Siblings Chana and Benjamin Ringel1 own numerous properties through 

various holding companies. For many years, they have disagreed on the 

management of the properties, resulting in protracted litigation. This action 

concerns a dispute between plaintiffs Chana and CR Lakewood, a limited 

liability company with Chana as the sole member. Defendants are Benjamin 

and BR Lakewood, a limited liability company with Benjamin as the sole 

member. CR Lakewood and BR Lakewood are fifty percent owners of BCR 

Lakewood Holdings, LLC, jointly managed by Chana and Benjamin. BCR 

Lakewood serves as a holding company for five single-asset subsidiary entities, 

each owning one of five properties located in Lakewood. 

Chana brought a derivative action on behalf of BCR Lakewood alleging 

Benjamin was making unilateral decisions regarding the entity that negatively 

affected Chana and CR Lakewood. Plaintiffs sought injunctive relief to enjoin 

Benjamin from further harming BCR Lakewood and to compel the sale or 

dissolution of the entity.

During the trial, the parties reached a settlement. They agreed to split four 

of the five BCR Lakewood properties. The fifth property, Pinewood, would be 

disposed of through a public sale. After plaintiffs drafted a term sheet,

1 Because the parties share a surname we refer to them by their first names.
4

A-0370-21

defendants disputed its terms and moved to enforce what they believed to be the 

original settlement agreement. The trial court granted defendants' motion and

ordered the public sale. After additional motion practice by both parties, the 

trial court issued an order and statement of reasons regarding the settlement 

agreement. The parties thereafter executed the agreement, which stated in 

pertinent part:

The [p]arties agree to sell the Pinewood Complex to a 

third party purchaser or to either Chana Ringel or 

Benjamin Ringel, solely or in partnership or 

conjunction with any person or entity, via an arm's 

length sales process ("Sale Process") intended to 

maximize the value of the Pinewood Complex, to be 

brokered by a mutually acceptable real estate broker 

(the "Broker") pursuant to a listing agreement with the 

Broker in a form mutually acceptable to the [p]arties. 

. . . The Sale Process shall provide for the sale of the

Pinewood Complex to the highest bidder pursuant to a 

binding agreement without any contingencies to closing 

including without limitation any due diligence or 

mortgage contingency. The proceeds of such sale (net 

of any customary closing costs, apportionment of 

Property Expenses, and out of pocket costs and 

expenses associated with the sale incurred by, or 

payable to, the Broker) shall be split equally between 

the CR Parties and the BR Parties, subject to the amount 

to the $2.5 million of escrowed funds from each side 

($5 million in total). In the event of such contingency, 

the [p]arties agree to fully cooperate with the sale of the 

Pinewood Complex, including signing all necessary 

documents, facilitating access to the Pinewood 

Complex to the Broker, other brokers, and prospective 

buyers, and promptly providing or authorizing the 
5

A-0370-21

provision of such financial and other information as 

may be requested by prospective buyers. The [p]arties

shall have no discretion over the terms and 

consideration of any sale by the Broker other than that 

such sale shall comply with this provision of the Sale 

Process. 

(emphasis added.)

The parties were permitted to bring any dispute to the court regarding the sale. 

The trial court retained jurisdiction to implement the terms of the agreement.

The parties agreed on Joseph Brecher as the broker for the public sale. 

After a first round of bids, a second round occurred which was to be the best and 

final round. The highest bidder in the second round was Rushmore Capital.

AJH Management's bid was the fourth highest, coming in over $1,000,000 less 

than Rushmore's bid. 

Brecher conducted a third round of bids because he 

was approached by . . . a partner of AJH . . . and said 

that he was going to be partners with AJH if they were 

successful in buying this property . . . and he thinks they 

can be much more aggressive than their best and final. 

. . . and they were willing to really go extremely 

aggressive on this a lot more than they did in their best 

and final.

Rushmore Capital again had the highest bid at $45,625,000. The second highest 

bid—$45,500,000—came from AJH. Because Rushmore was the highest

bidder, Brecher awarded it the sale of Pinewood.
6

A-0370-21

In May 2021, plaintiffs sought the court's approval of the sale of Pinewood 

to Rushmore, stating defendants had "not agreed to send the [sale] contract and 

. . . instead propos[ed] a further process that w[ould] result in further delays of 

the sale of the property." In response, defendants contended that Brecher had a 

conflict of interest with Rushmore that required the disqualification of the bid. 

AJH also emailed Brecher with another bid—$45,800,000—the highest bid to 

date.

Defendants filed an order to show cause requesting the court accept AJH's 

bid as the highest, or alternatively, order a bid-off between the two highest 

bidders, and order Brecher to disclose his relationship with Rushmore should 

Rushmore be involved in the bid-off. Plaintiffs cross-moved for an order selling

Pinewood to Rushmore.

On June 4, 2021, the court heard the motions and issued an oral decision 

and accompanying order. During the hearing, Brecher testified regarding his 

family's investments in properties either owned by Rushmore or properties in 

which Rushmore had an interest. In addressing defendants' assertion that 

Brecher had a conflict of interest, the judge found Brecher's wife and brother-
7

A-0370-21

in-law2 had interests in several properties (apartment complexes) with which 

Rushmore also had a connection. The judge noted that Brecher was not the 

broker in any of the deals and that "he was one of hundreds of limited partners 

and that he made no decisions based on that relationship." The court concluded 

there was no conflict of interest and no reason to disqualify the broker or the bid 

on those grounds. 

Brecher also testified regarding his communications with the bidders 

seeking final and best bids. Brecher admitted that while there was an original 

offering memorandum, there was no "written advice to potential purchasers that 

there was a highest and best due date." He stated that he orally informed each 

bidder there was going to be "a second round of bidding and if there was any 

information they needed . . . that we would have a best and final." Brecher 

conceded he never told the bidders in writing or in the bid package that the final 

and best offers were due on a certain date. 

In considering the bidding, the court found that the lack of a written 

contract violated the statute of frauds. And there was no clear and convincing

evidence to establish an oral contract with any of the bidders. Therefore, the 

2 Brecher also testified that his son-in-law had previously worked for Rushmore 

as a property manager but had resigned from the position prior to the bid award.
8

A-0370-21

court rejected the bids and ordered Brecher to conduct a new bidding process 

with certain specified conditions.

The bids were received in the manner prescribed by the judge. The results 

were: Rushmore at $47,100,000; GM Equities at $46,500,000; BR Lakewood at

$46,391,000; and AJH at $46,300,000. Court-appointed counsel overseeing the 

process informed the parties that Rushmore was the highest bidder. 

The same day, defendants wrote to the court stating that BR Lakewood 

was the highest bidder and requesting a conference. Plaintiffs subsequently filed 

an order to show cause seeking a declaratory judgment that Rushmore was the 

highest bidder. Defendants cross-moved for an adjudication that BR Lakewood 

was the highest bidder. Rushmore moved to intervene.

On August 23, 2021, the court heard arguments on the motions. The court 

granted Rushmore's motion to intervene.

Plaintiffs argued Rushmore was the highest bidder because the settlement 

agreement was clear and unambiguous and contract interpretation law required 

the court to find the highest bid is determined by the highest offered purchase 

price. Defendants contended the parties' intent in the settlement agreement was 

to make the property as profitable as possible by accepting the bid that netted 

the parties the highest profit. Defendant asserted that the ramifications of the 
9

A-0370-21

New Jersey State Transfer tax and the broker's commission on the BR Lakewood 

bid netted the parties a higher profit. Plaintiffs contested defendants'

calculations. 

In an oral decision, the court found the term "highest bidder" was clear 

and unambiguous and Rushmore submitted the highest bid. The court stated the 

settlement agreement did not entail taking into consideration the effects of any 

taxes or fees prior to a determination of the highest bid. In addition, the bidders 

were not informed that the highest bid would be calculated using a certain tax 

rate or a calculation of net proceeds. The court granted plaintiffs' motion in an 

August 25, 2021 order and denied defendants' cross-motion on August 23, 2021. 

On appeal, defendants contend the court erred in declaring Rushmore the 

winning bidder because the "highest bidder" refers to the bidder whose offer 

yields the maximum sales proceeds to the sellers. Defendants also assert the 

court erred in denying its motion to disqualify Brecher because they established 

he had a conflict of interest.

We apply a deferential standard in reviewing a trial judge's factual 

findings. Balducci v. Cige, 240 N.J. 574, 594-95 (2020); Cesare v. Cesare, 154 

N.J. 394, 411-12 (1998); Rova Farms Resort, Inc. v. Invs. Ins. Co., 65 N.J. 474, 

484 (1974). A trial judge's findings will be binding on appeal so long as they 
10 A-0370-21

are supported by "adequate, substantial, credible evidence." Cesare, 154 N.J. at 

411-12. However, a "trial court's interpretation of the law and the legal 

consequences that flow from established facts are not entitled to any special 

deference." Rowe v. Bell & Gossett Co., 239 N.J. 531, 552 (2019) (quoting 

Manalapan Realty, L.P. v. Twp. Comm. of Manalapan, 140 N.J. 366, 378

(1995)).

We begin by addressing defendants' contention regarding the meaning of 

the "highest bidder" in the parties' settlement agreement. "A settlement 

agreement between parties to a lawsuit is a contract, governed by the general 

principles of contract law." Savage v. Twp. of Neptune, 472 N.J. Super. 291, 

305 (App. Div. 2022) (alterations and citations omitted). We review the 

interpretation of a contract de novo. Kieffer v. Best Buy, 205 N.J. 213, 222-23 

(2011) (citing Jennings v. Pinto, 5 N.J. 562, 569-70 (1950)); Manalapan Realty, 

L.P., 140 N.J. at 378.

The "basic tenet of contract interpretation is that contract terms should be 

given their plain and ordinary meaning." Kernahan v. Home Warranty Adm'r of 

Fla., Inc., 236 N.J. 301, 321 (2019) (citations omitted). While the touchstone of 

contract interpretation is for a court to determine the intention of the contracting 

parties, "[i]t is not the real intent but the intent expressed or apparent in the 
11 A-0370-21

writing that controls." Garfinkel v. Morristown Obstetrics & Gynecology 

Assocs., 168 N.J. 124, 135 (2001) (alteration in original) (citations omitted). 

Thus, one party's intention concerning the meaning of a contract provision, when 

secret and not expressed in the contract itself, is immaterial and inadmissible, 

and cannot serve to vary the contract's terms. See Domanske v. Rapid-Am. 

Corp., 330 N.J. Super. 241, 246 (App. Div. 2000); see also Brawer v. Brawer, 

329 N.J. Super. 273, 283 (App. Div. 2000) (holding that the fact that a 

contracting party "has a different, secret intention from that outwardly 

manifested" is immaterial) (citations omitted). 

A court should enforce a contract based on the parties' intent, the contract's 

express terms, and the surrounding circumstances and purpose of the contract. 

Cypress Point Condo. Ass'n, Inc. v. Adria Towers, L.L.C., 226 N.J. 403, 415 

(2016) (quoting Manahawkin Convalescent v. O'Neill, 217 N.J. 99, 118 (2014)). 

But when "the language of a contract is plain and capable of legal construction, 

the language alone must determine the agreement's force and effect." Ibid.

The trial court concluded that the term "highest bidder" was clear and 

could be interpreted using its plain language because the settlement agreement

did not indicate that the parties or buyers were to consider any transactional 

taxes or fees. The agreement did not include an instruction for the calculation 
12 A-0370-21

of net proceeds. Furthermore, accepting defendants' interpretation would 

complicate the process as the buyers' and seller's tax situation were different, 

and the parties intended the sale process to be simple, not complex. As the court 

stated, defendants' interpretation "undercuts" and "destroys" the parties'

intention of a "clear, transparent, and easy process."

We see no error in the trial court's finding that the parties intended the 

term "highest bidder" to mean the face value of the bid, and not the net proceeds 

that would result from the bid. The plain, commonly accepted meaning of 

"highest bidder" is who offers the greatest price for the property. The settlement 

agreement stated Pinewood should be sold "to the highest bidder pursuant to a 

binding agreement." The agreement also directed the dispersal of the sales 

proceeds, stating "[t]he proceeds of such sale (net of any customary closing 

costs, apportionment of Property Expenses, and out of pocket costs and expenses 

associated with the sale incurred by, or payable to, the [b]roker) shall be split 

equally between the" parties. 

In addition, the agreement also referred to taxes and instructed the parties 

to "cooperate with each other in good faith and in a timely manner to take 

advantage of any tax savings or tax deferral strategies to maximize realization 

of the value of" Pinewood. 
13 A-0370-21

The inclusion of these provisions in the agreement defeats defendants'

argument. Furthermore, the clauses relied on by defendants refer to post-bid 

procedures and are not related to the bidding process. There was no instruction 

to the bidders to consider any tax ramifications. Nor did potential bidders have 

the necessary information to make that financial decision. They were informed 

instead to make their best bid. Rushmore was the highest bidder as defined 

under the parties' settlement agreement.

We turn to defendants' assertion that the trial court erred in refusing to 

disqualify Brecher. The court heard Brecher testify regarding his family 

relationships with various entities and made factual findings. We discern no 

reason not to defer to those findings.

Furthermore, Brecher was not acting in a quasi-judicial capacity as 

defendants contend. See Starr v. Reinfeld, 267 N.J. Super. 25, 31 (App. Div. 

1993) (quoting Levine v. Wiss & Co., 97 N.J. 242, 250-51 (1984)) (To determine 

if a person is working in a judicial or quasi-judicial capacity, the person must be 

able to "exercise . . . discretionary judgment" similar to a judge or arbitrator). 

Brecher was selected by the parties. His authority arose out of the parties'

settlement agreement. He did not resolve any conflicts between the parties or 

determine legal rights. He simply used his specialized skill as a broker, 
14 A-0370-21

specifically in the Lakewood area dealing with properties worth tens of millions 

of dollars, to find potential buyers for Pinewood. He then sent the potential 

buyers information regarding the bidding process. After the bids were 

completed, the court-appointed attorney managed the sale. Defendants have not 

demonstrated any error in the judge's decision to deny the disqualification of 

Brecher.

Affirmed.