SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-2774-17T2

MCDONALD INFORMATION

SERVICES, INCORPORATED,

Plaintiff-Respondent,

v.

IKNOW, LLC (a Delaware 

Limited Liability Company),

Defendant-Appellant,

and

INCODA CORP., LLC (a Delaware

Limited Liability Company),

BERNARD L. PALOWITCH, JR.,

and VIJAY RAGAVAN,

Defendants.

_______________________________

Submitted December 6, 2018 – Decided July 8, 2019

Before Judges O'Connor and Whipple.

On appeal from the Superior Court of New Jersey, Law 

Division, Mercer County, Docket No. L-0439-14.

NOT FOR PUBLICATION WITHOUT THE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.
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Webber McGill, LLC, attorneys for appellant (James K. 

Webber and Christena A. Lambrianakos, on the briefs).

Riker Danzig Scherer Hyland & Perretti, LLP, 

attorneys for respondent (Frank J. Vitolo, of counsel 

and on the brief; Thomas M. Kenny, on the brief).

PER CURIAM

In this action for breach of contract, defendant Iknow, LLC appeals from 

a January 9, 2018 judgment entered in favor of plaintiff McDonald Information 

Services, Inc. for $455,000, plus interest and costs. Although there are three 

other defendants, for the balance of the opinion the term defendant shall refer to 

Iknow only. We affirm.

The evidence adduced during the five-day bench trial revealed plaintiff is 

in the business of collecting unfavorable information about individuals and 

entities that might be of interest to others and, in particular, financial 

institutions. Plaintiff places the information it collects into its "negative 

database" and sells certain negative data to third parties for a profit.

Plaintiff purchased software it believed would enhance its ability to search 

for and collect adverse information about people and entities that it could add to 

its database. However, plaintiff was unable to launch, implement, and use the 

software. Defendant is in the information technology business, and plaintiff 

contracted with defendant to make the software efficacious to it.
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The pertinent contract the parties entered into is referred to as the 

"Contract II" (contract). According to its witnesses, plaintiff paid defendant 

over $390,000 for its services, but defendant failed to deliver that which plaintiff 

bargained for under the terms of the contract, specifically, installing and making 

the software workable. Defendant's witnesses testified that defendant did 

perform its obligations under the contract.

In its complaint, plaintiff asserted various causes of action against 

defendant, including breach of contract. Defendant filed a counterclaim alleging 

it was entitled to damages because plaintiff had been unjustly enriched by the 

services it provided to plaintiff, and that the doctrine of promissory estoppel

precluded plaintiff from recovering against defendant.

By the end of the trial, all causes of action in plaintiff's complaint had 

been dismissed, except for its claim for breach of contract. After the trial, the 

court issued a comprehensive written opinion setting forth its findings of fact 

and conclusions of law. The court found plaintiff proved its cause of action 

against defendant for breach of contract and that plaintiff was entitled to 

damages in the amount of $455,000. The court rejected the allegations in 

defendant's counterclaim.
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On appeal, defendant contends: (1) plaintiff's evidence "was not 

competent on the main issue;" (2) plaintiff's witnesses were not competent to 

contradict defendant's witnesses on any technical issue; (3) the trial court's 

decision was inconsistent with a prior ruling; and (4) defendant is entitled to a 

retrial on its counterclaim for unjust enrichment.

Final determinations made by the trial court "premised on the testimony 

of witnesses and written evidence at a bench trial" are reviewed in accordance 

with a deferential standard. D'Agostino v. Maldonado, 216 N.J. 168, 182 

(2013). "[W]e do not disturb the factual findings and legal conclusions of the 

trial judge unless we are convinced that they are so manifestly unsupported by 

or inconsistent with the competent, relevant and reasonably credible evidence 

as to offend the interests of justice[.]" Seidman v. Clifton Sav. Bank, S.L.A., 

205 N.J. 150, 169 (2011) (second alteration in original) (quoting In re Trust 

Created By Agreement Dated December 20, 1961, 194 N.J. 276, 284 (2008)). 

However, a trial court's legal determinations are not entitled to any special 

deference and are reviewed de novo. D'Agostino, 216 N.J. at 182 (citing 

Manalapan Realty, LP v. Twp. Comm., 140 N.J. 366, 378 (1995)).

After reviewing the record and applicable legal principals, we conclude 

defendant's arguments are without sufficient merit to warrant discussion in a 
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written opinion. R. 2:11-3(e)(1)(E). We find no basis to disturb the trial court's 

decision.

Affirmed.