NOT FOR PUBLICATION WITHOUT THE

APPROVAL OF THE APPELLATE DIVISION

SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-0668-14T2

TREND INVESTMENTS, L.L.C.,

Plaintiff-Respondent,

and

MIRZA BAIG,

 Plaintiff,

v.

SURJIT ENTERPRISES, L.L.C.,

NIPUL PATEL, AND OHM

PROPERTIES, L.L.C.,

Defendants-Appellants.

________________________________

Argued November 4, 2015 – Decided 

Before Judges Hoffman and Whipple.

On appeal from Superior Court of New Jersey, 

Chancery Division, Camden County, Docket No. 

C-12-13.

Robert S. Greenberg argued the cause for 

appellant.

Patrick J. Madden argued the cause for 

respondents (Madden & Madden, P.A., 

attorneys; Mr. Madden, of counsel and on the 

brief). 

PER CURIAM

December 22, 2015
2 A-0668-14T2

Defendants Surjit Enterprises, L.L.C., Nipul Patel, and Ohm 

Properties, L.L.C. (collectively, defendants) appeal from a 

final order of the Chancery Division granting plaintiff, Trend 

Investments, specific performance of a contract for the sale of 

real estate. For the following reasons, we affirm.

I.

We discern the following facts from the record. Defendants 

own a strip mall located at 1180-1136 South Blackhorse Pike in 

Blackwood (the property), which was listed for sale in 2008.

The property contains four commercial units and an apartment; 

defendant Patel leases one of the commercial units as well as 

the apartment. On October 20, 2012, Mirza Baig (a principal of 

Trend Investments) visited the property and met with Patel.

After reviewing financial information and discussing terms,

Patel verbally offered to sell the property to plaintiff, and 

the offer was accepted. To memorialize their agreement, the 

parties handwrote and signed a document. The document reads as 

follows:

SELLER'S STATEMENT:

1130-1136 BLACKHORSE PIKE PROPERTY

10/20/2012

Received $250.00 (Two hundred fifty 

only) as earnest money (advance) to the 

agreed sale amount of $675,000 (Six hundred 

seventy five thousand) total of the sale 

price.
3 A-0668-14T2

I will take out the property out [sic] 

of the market and shall not invite or 

discuss with any buyer the sale of the 

property address 1130-1136 Blackhorse Pike, 

Blackwood NJ 08012.

For all intent and purpose [sic] the 

property is sold to Trend Investment[s] and 

would be closed after the contract is signed 

& closed eventually.

Plaintiff and defendant Patel signed this agreement on October 

20, 2012.1 Baig paid Patel the $250 in earnest money pursuant to 

the terms of the written agreement.

After the parties signed the written agreement, they 

further memorialized an agreement for payment of closing costs 

and attorneys' fees in writing on November 3, 2012. Both 

parties signed this agreement as well. Plaintiff's attorney 

prepared a longer, more formalized purchase agreement, but the 

parties never signed it.

Several weeks after the parties signed the agreement, 

plaintiff heard that defendant was considering selling the

property to another buyer for $800,000. Plaintiff called 

 

1 At this time, Patel had a 100 percent ownership interest in 

Surjit, and could thus sign on its behalf. Ohm Enterprises,

L.L.C. was created by Patel after a bank advised him that 

transferring the property from Surjit Enterprises, L.L.C. to 

another entity would help him obtain a loan. Although Patel 

asserts that he transferred the property to Ohm Enterprises, 

L.L.C. for purposes of getting a loan, Patel never offered 

evidence to that effect. 
4 A-0668-14T2

defendant to discuss the status of the agreement. Defendant 

told plaintiff that he was cancelling the agreement and planned

to sell the property to another buyer.

On January 27, 2013, plaintiff filed a complaint seeking 

specific performance of its contract. Plaintiff's original 

complaint listed Surjit Enterprises, L.L.C. which owned the 

property, as the only defendant. Plaintiff filed a motion to 

add Patel and Ohm Properties, L.L.C. as defendants on January 

24, 2014, following Surjit's transfer of the property to Ohm 

Properties, L.L.C. In a February 28, 2014 order, the motion 

judge added Patel and Ohm Properties, L.L.C. (which Patel owns 

in its entirety) as defendants, although no complaint was ever 

formally served upon Patel or Ohm Properties.

Immediately before trial, plaintiff renewed its request to 

add Patel and Ohm Properties, L.L.C. as defendants to the suit. 

Counsel for defendants asserted that plaintiff failed to file 

and serve an amended complaint that added the new defendants to 

the suit after the February 28 order. Defendants asserted that 

adding them to the proceedings immediately before trial would

violate their due process rights. The trial judge noted that 

both new defendants had notice of the pending action for months, 

and that because Patel was the personal representative for both 
5 A-0668-14T2

corporate defendants, no defendant would be unfairly surprised 

by being named as parties to the suit.

After granting plaintiff's motion to join Patel and Ohm 

Properties, L.L.C. as defendants, a trial was held on August 25, 

2014. The trial judge found in favor of plaintiff and granted 

plaintiff's request for specific performance in an order dated 

September 26, 2014. This appeal followed.

II.

Defendants raise the following arguments on appeal:

POINT I:

OHM PROPERTIES, L.L.C. WAS NOT PROPERLY 

BEFORE THE COURT, AND THEREFORE, THE COURT 

HAD NO JURISDICTION TO ENTER AN ORDER FOR 

SPCIFIC PERFORMANCE AGAINST IT.

POINT II:

THE HANDWRITTEN DOCUMENT DATED OCTOBER 20, 

2012 WAS PRELIMINARY, MISSING ESSENTIAL 

TERMS, AND NOT INTENDED TO BE BINDING UNTIL 

AFTER THE SIGNING OF A FORMAL CONTRACT.

As a threshold matter, the trial judge both found facts and 

made legal conclusions. When a party alleges error in a judge's

findings, as defendants assert here, the scope of appellate 

review is limited. We will only decide whether the findings 

made could reasonably have been reached on "sufficient" or 

"substantial" credible evidence present in the record, 

considering the proof as a whole. Rova Farms Resort, Inc. v. 
6 A-0668-14T2

Investors Ins. Co. of Am., 65 N.J. 474, 484 (1974). Meanwhile, 

this court reviews the construction and interpretation of 

contracts de novo; because contract construction is a question 

of law, no deference is owed to the trial court's interpretation 

of such contracts. See Kieffer v. Best Buy, 205 N.J. 213, 222-

23 (2011) (citations omitted).

Defendants first argue that the suit against them was 

improperly brought because Patel and Ohm Properties, L.L.C. were 

never served with a complaint. They argue that, because a civil 

action can only be commenced against a party by filing a 

complaint, and because they received no notice of such a 

complaint, the trial court had no jurisdiction to enter its 

order. We disagree.

A civil action is commenced by filing a complaint with the 

court. R. 4:2-2. Service of a complaint on a defendant is 

necessary for a court to assert jurisdiction over that 

defendant. R. 4:4-4. These processes are required to comport 

with the fundamental requirements of due process; however, 

parties need not formally serve each defendant in a case where 

the requirements of due process are otherwise met. See Bussell 

v. Dewalt Prods. Corp., 259 N.J. Super. 499, 509 (App. Div. 

1992), certif. denied, 133 N.J. 431 (1993). Due process is a 

"flexible concept that depends on the facts and circumstances of 
7 A-0668-14T2

the matter at hand." State v. Cook, 179 N.J. 533, 559 (2004) 

(citing N.J. Parole Bd. v. Byrne, 93 N.J. 192, 209 (1983)).

"The critical components of due process are adequate 

notice, opportunity for a fair hearing and availability of 

appropriate review." Schneider v. City of East Orange, 196 N.J. 

Super. 587, 595 (App. Div. 1984), aff'd 103 N.J. 115 (1986), 

cert. denied, 479 U.S. 824, 104 S. Ct. 97, 93 L. Ed. 2d 48 

(1986). A plaintiff thus fulfills notice and process 

requirements if a defendant knew about the litigation before 

being added as a defendant, and if said defendant has an 

opportunity to be fully heard. Bussell, supra, 259 N.J. Super.

at 509-10. This is contemplated in our court rules, which allow 

civil actions to continue when parties transfer their interest 

in litigation. See R. 4:34-3.

In this case, defendants Patel and Ohm Properties, L.L.C.

were apprised of the pending lawsuit against them. The initial 

complaint was served on Surjit Enterprises, L.L.C. which Patel 

owned at the time of service. Patel transferred the property to 

Ohm Properties, L.L.C. after plaintiff began prosecuting the 

lawsuit, and as Patel was preparing to defend the lawsuit. We 

are satisfied that all defendants had sufficient notice of the 

action to prepare for it, an opportunity to be heard at trial, 
8 A-0668-14T2

and an opportunity for meaningful review on appeal. We perceive 

no prejudice to defendants.

Defendants also assert that plaintiff's failure to file a 

lis pendens on the property before filing their complaint 

constitutes a fatal procedural defect, and that we should 

reverse for this reason. We reject this argument. It is 

without sufficient merit to warrant discussion in a written 

opinion. R. 2:11-3(e)(1)(E).

Defendants' next argument is that the trial judge erred in 

finding that the parties had created a binding contract. 

Defendants argue that the document Patel signed was a 

preliminary document, and that there was no "meeting of the 

minds" as to essential contract terms. We disagree.

Courts evaluate two primary factors in determining whether 

parties created a binding contract: whether there has been a 

"meeting of the minds," and whether the contract manifests 

mutual assent of the parties. Newfield Fire Co. No. 1 v. 

Borough of Newfield, 439 N.J. Super. 202, 214-15 (App. Div. 

2015) (citations omitted). Furthermore, the Legislature has 

identified factors to consider that are unique to contracts for 

the sale of real estate. Pursuant to N.J.S.A. 25:1-13, the 

Legislature has provided that:

An agreement to transfer an interest in real 

estate or to hold an interest in real estate 
9 A-0668-14T2

for the benefit of another shall not be

enforceable unless:

(1) a description of the real estate 

sufficient to identify it, the nature of the 

interest to be transferred, the existence of 

the agreement, and the identity of the 

transferor and transferee are established in 

a writing signed by or on behalf of the 

party against whom enforcement is sought[.]

The Legislature has also provided that "the focus of 

inquiry in a situation involving an agreement for the sale of an 

interest in real estate . . . should be whether an agreement has 

been made between the parties by which they intend to be bound." 

Morton v. 4 Orchard Land Tr., 180 N.J. 118, 126 (2004) (internal 

citation omitted). 

Here, the trial judge found the requisite intent between 

the parties to bind themselves in the words of the document 

itself. As the trial judge noted, Patel dictated the terms of 

the agreement and signed it. The agreement explicitly 

acknowledged that "[f]or all intent and purpose [sic] the 

property is sold to Trend Investment[s.]" These elements of the 

contract and the negotiations lead us to conclude that the 

parties intended to be bound by the terms of the agreement.

Defendants assert that the preliminary nature of the 

agreement establishes a lack of intent to be bound. However, a 

signed memorandum, even if preliminary in nature, is sufficient 

to bind the signatories of the memorandum if such is their 
10 A-0668-14T2

intent. See, e.g., Comerata v. Chaumont, Inc., 52 N.J. Super.

299, 305 (App. Div. 1958). Such a memorandum is binding as a 

contract even if a formalized agreement is forthcoming. Ibid. 

As discussed above, even if the handwritten document was 

preliminary in nature, the parties' intent to be bound is clear 

given the language used in the agreement and the circumstances 

of the negotiations. We thus conclude that the parties had the 

requisite intent to bind themselves to a real estate contract.

Defendants also argue that the agreement was missing 

certain essential terms, including future rent to be paid to 

Trend Investments, L.L.C. closing terms, terms concerning 

attorneys' fees, and a closing date. The trial court found that 

these terms were not essential to the contract, and we agree. 

"[I]t is not necessary for a writing to contain every possible 

contractual provision to cover every contingency in order to 

qualify as a completed binding agreement." Berg Agency v. 

Sleepworld-Willingboro Inc., 136 N.J. Super. 369, 377 (App. Div. 

1975) (citations omitted). Rather, "[s]o long as the basic 

essentials are sufficiently definite, any gaps left by the 

parties should not frustrate their intent to be bound." Ibid.

The contract in this case contained all of the "basic 

essentials" necessary to evince the parties' intent to be bound.

The contract identified the parties, identified the property to 
11 A-0668-14T2

be sold, set forth the consideration and payment of earnest 

money, and was signed by the parties. Accordingly, we disagree 

with defendants' contention that the contract was missing 

essential terms and that the contract was thus unenforceable.

Affirmed.