SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-1528-17T4

MANTTIF MANAGEMENT INC.,

d/b/a MANTIFF MANAGEMENT,

INC.,

Plaintiff-Appellant,

v.

EMERSON DONUTS LLC, 

CLIFFSIDE PARK DONUTS, INC.,

and RAJIV MEHTA,

Defendants/Third-Party

 Plaintiffs-Respondents,

v.

FALGUN DHARIA, LOUIS 

ALGIOS, ESQ., and MILLER,

ROSADO & ALGIOS, LLP,

Third-Party Defendants.

_______________________________

MANTTIF MANAGEMENT INC., 

d/b/a MANTIFF MANAGEMENT,

INC.,

Plaintiff,

NOT FOR PUBLICATION WITHOUT THE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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A-1528-17T4

v.

FAIRVIEW DONUTS LLC, 

SMITA MODY, and RAJIV

MEHTA,

Defendants/Third-Party

 Plaintiffs-Respondents,

v.

FALGUN DHARIA, LOUIS

ALGIOS, ESQ. and MILLER,

ROSADO & ALGIOS, LLP,

Third-Party Defendants.

______________________________

LOUIS ALGIOS, ESQ. and 

MILLER, ROSADO & ALGIOS, 

LLP,

Fourth-Party Plaintiffs,

v.

HARSHAD R. VAIDYA, ESQ.,

Fourth-Party Defendant.

_______________________________

DUNKIN' DONUTS, LLC,

Intervenor/Third-Party Plaintiff,

v.

MANTTIF MANAGEMENT INC.,
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A-1528-17T4

d/b/a MANTIFF MANAGEMENT,

INC., and FALGUN DHARIA,

Third-Party Defendants.

_________________________________

Submitted May 7, 2019 – Decided July 5, 2019

Before Judges Fisher and Geiger.

On appeal from the Superior Court of New Jersey, Law 

Division, Bergen County, Docket Nos. L-020089-14 

and L-020092-14.

Christopher Dominick Ferrara, attorney for appellant.

Bendit Weinstock, PA, attorneys for respondents 

(Sherri Davis Fowler and James F. Keegan, on the 

brief).

PER CURIAM

Plaintiff Manttif Management Inc. d/b/a Mantiff Management, Inc. 

(Mantiff) appeals from the dismissal of its remaining claims for recovery on two 

promissory notes. After a two-day bench trial, the trial court found plaintiff did 

not prove, by a preponderance of the evidence, there was any money owed to it 

by defendants Emerson Donuts LLC (Emerson) and Fairview Donuts LLC 

(Fairview) (collectively defendants). We affirm.
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A-1528-17T4

I.

Third-party defendant Falgun Dharia, who is Mantiff's principal, 

defendant/third-party plaintiff, Rajiv Mehta, and others were members of GFSV 

Emerson Donuts Inc. (GFSV), with Dharia serving as the corporate officer. 

Dharia and Mehta, along with defendant/third-party plaintiff Smita Mody, who 

was a silent-partner, were also members of SVF Fairview Donuts Inc. (SVF), 

with Dharia again serving as the corporate officer. GFSV and SVF were the 

owners of two franchised Dunkin' Donuts stores. Mehta, Emerson, and Fairview 

purchased Dharia's respective interests in GFSV and SVF in October 2003. 

At the closing, defendants executed promissory notes in the amount of 

$70,000, as to Emerson, and $105,000, as to Fairview. The notes provided for 

repayment within seven years at an annual interest rate of six percent. In

addition to the promissory notes, Mehta tendered advance payments prior to the 

closing and a lump sum at the closing. Mantiff commenced separate actions as 

to Emerson and Fairview in 2014 to enforce the promissory notes. In those 

actions, Mantiff also alleged defendants owed it unpaid consulting fees and 

profit sharing under a purported retained equity ownership in the franchises. 

Mantiff filed amended complaints, defendants filed counterclaims and 

third-party actions, and a fourth party action between the parties' attorneys at 
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A-1528-17T4

closing was filed and later settled. Dunkin' Donuts intervened on Mantiff's 

claims regarding his supposed retained equity in the franchises and the 

consulting agreements due to a pre-existing settlement agreement wherein 

Dharia agreed to divest all ownership interests in Dunkin' Donuts franchises. 

Dharia initially asserted the settlement did not prevent him from providing 

consulting services or from retaining equity through Mantiff, a corporate entity. 

Ultimately, Dharia abandoned these claims by stipulating to their dismissal with 

prejudice. 

The actions were consolidated at the trial level and on appeal. They 

proceeded under the complex litigation track and were assigned to the vicinage's 

designated complex business litigation judge. Following significant motion 

practice, the parties engaged in discovery throughout 2015 and produced 

voluminous documents. In November 2015, Mantiff successfully moved to 

compel defendants to produce certain additional documents listed in two 

supplemental notices to produce. Mantiff and Dharia violated discovery orders 

requiring them to produce specific documents, including a forfeiture order 

entered in a federal action brought by the government against Dharia.

In April 2016, the parties agreed to participate in private mediation with 

a retired judge. At that point, the discovery end date (DED) was October 15, 
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A-1528-17T4

2016. Since the first mediation session was not going to be held until November 

28, 2016, the DED was extended, by consent, to December 15, 2016 pursuant to 

Rule 4:24-1(c). A second mediation session took place on January 13, 2017, 

however, a complete resolution was not reached. 

In a March 9, 2017 letter, counsel for defendants updated the trial court 

on the status of discovery. After noting the DED was December 14, 2016, 

counsel advised the court that no party moved for an extension of the DED prior 

to its expiration, and there were no circumstances warranting a reopening of 

discovery. Counsel asked the court to schedule the trial of the then three-yearold case. Pertinent to this appeal, counsel's letter included the following 

"proposed schedule of necessary events prior to trial:" (1) ordering Dharia to 

produce an unredacted copy of the August 11, 2014 financial statement he 

submitted to the United States Attorney that he was previously ordered to 

provide and (2) depositions of expert witnesses, if desired by third party 

defendant/fourth party plaintiff Louis Algios, Esq.1 The letter further advised 

that the DED had been informally extended by consent of the parties, but no 

 

1

 Algios represented Dharia with respect to the sale of his interests in GFSV 

and SVF.
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A-1528-17T4

party requested a further extension as the end of the mediation process 

approached. 

Although Mantiff claims it was unable to complete discovery by obtaining 

additional financial records and completing the deposition of Mehta, it did not 

move to reopen discovery.

The trial court subsequently issued a March 16, 2017 case management 

order that stated discovery ended on December 14, 2016; dispositive motions 

were to be filed by May 26, 2017; pretrial motions were to be filed by September 

8, 2017; and trial was scheduled for October 10, 2017.

Dispositive motions followed. On June 23, 2017, the trial court granted 

summary judgment to Mody, dismissing all claims against her. Subsequent 

settlement negotiations resolved most of the remaining claims, including the 

claims against the franchisor, Dunkin' Donuts, and the cross-claims filed by the 

respective closing attorneys. As part of the partial settlement, Mantiff dismissed 

its claims under the consulting agreements, and agreed its only remaining claim 

against defendants was for amounts allegedly owed on the promissory notes. 

The trial court conducted a two-day bench trial immediately following the 

settlement of numerous claims. The only issue to be tried was whether Emerson,

Fairview or Mehta owed monies to Mantiff on either of the promissory notes. 
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A-1528-17T4

Dharia and Mehta testified at the trial. Nineteen exhibits were admitted 

in evidence, including the promissory notes, asset purchase agreement, security 

agreement, two HUD-1 statements, several checks, two K-1 tax returns, a ledger 

of Ganesh Management, Inc.,2 defendants' responses to requests for admissions, 

an affidavit in support of summary judgment, and several pleadings. 

Mantiff claimed a total of $100,100 was paid on account of the two 

promissory notes. Mantiff relied on the checks and ledger in support of that 

claim. Mantiff alleged the last payment was received on January 20, 2008. 

Mantiff alleged the remaining balance owed on the promissory notes was 

$178,237.69 plus additional interest accruing thereafter at the default rate of 

sixteen percent per annum. Mantiff also sought an award of attorney's fees and 

costs pursuant to the terms of the notes. Mantiff disputed any claim by 

defendants that they were entitled to credits for additional payments or advances

prior to closing that were not reflected on the HUD-1 statements or any contract 

or other writing. 

Emerson and Fairview argued Mantiff failed to meet its burden of proof 

that the notes existed and contended Mantiff was unable to prove what was owed 

and what was paid on the alleged notes. They asserted the exhibits and Mehta's 

 

2

 Mehta is the principal of Ganesh Management, Inc.
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A-1528-17T4

testimony established the payments made against the notes and the credits they 

were entitled to for payments made prior to closing. They also contended 

Mantiff did not demand payment after the payments stopped in 2003. They 

alleged the notes were made payable by October 2, 2010; yet Mantiff did not 

serve a notice of default on Emerson or Fairview until November 27, 2013. The 

notices did not demand payment or state the outstanding balance. Finally, 

defendants averred Mantiff did not produce documentation showing it was 

entitled to enforce the notes.

Following closing arguments the trial court issued an oral decision. It

found the promissory notes were entered into as part of the secured asset 

purchase agreements. The parties introduced extensive documentation 

concerning the closings but the original notes could not be found. The court 

characterized the claims as "a simple case of two promissory notes and we come 

down to credibility, simple credibility." 

The court made the following findings. Defendants paid substantial sums 

to the plaintiff that equaled their obligation under the notes to a large extent. 

Defendants explained they stopped making payments in 2008 because they 

advanced large amounts of money for other business ventures that were not paid 

back. This was known to Mantiff, and ratified by it, as evidenced by the failure 
10 A-1528-17T4

to demand satisfaction of the notes. Dharia lacked specific knowledge as to 

payments made on account of the notes or the consulting agreements because no 

accounting records were kept. The only accounting records and other tangible 

evidence about the payments came from the defendant. Dharia offered 

unsupported opinions in response to mostly leading questions. 

The trial court concluded Mantiff:

failed to prove by a preponderance of the evidence that 

there is any money due and owing, that all the evidence 

in this case clearly establishes that any right to assert 

non-payment on the promissory note was long since 

waived, that the actions of the parties clearly showed 

that there was a ratification and acceptance of the 

discharge of any obligation under those notes, that the 

claim would have been known and should have been 

discharged and that the plaintiff himself had no idea 

what was paid or what wasn't paid under the notes and 

just merely testified without any records, without any 

documents, without any business records concerning 

this payment. He really had no ability to testify at all 

about any of this. . . . [T]he defendant has proved 

categorically that . . . the claim was discharged by the 

duly recorded payments in the check register and the 

. . . prior to closing payments that were admitted into 

evidence. 

The court entered judgment in favor of defendants and dismissed plaintiff's 

claims against Emerson and Fairview with prejudice. This appeal followed. 

Mantiff raises the following issues: (1) it established a prima facie case 

for recovery on the notes; (2) the trial court committed reversible error and an 
11 A-1528-17T4

abuse of discretion by awarding certain alleged credits or setoffs claimed by 

Mehta; (3) the trial court committed reversible error in finding it ratified 

defendants' decision to stop making payments on the promissory notes, and in 

finding plaintiff never made any demand; (4) the trial court committed reversible 

error in finding it did not know how much was actually paid on account of the 

notes because plaintiff failed to keep accounting records; (5) the trial court 

committed reversible error in finding the parties stipulated there were no further 

payments due on the notes; (6) the trial court committed reversible error in 

finding it waived its right to assert any further payment was due; (7) the trial 

court committed reversible error in finding it discharged, satisfied, or ratified 

defendants' decision not to make further payments on the notes; (8) the trial 

court's comments concerning the failure of the parties to adhere to corporate 

formalities is irrelevant dicta; and (9) the trial court erred in not allowing it to 

obtain full discovery. 

II.

We first address Mantiff's argument the trial court erred in not allowing it 

to obtain full discovery. For the following reasons, we are unpersuaded by this 

argument. 
12 A-1528-17T4

This case was assigned to Track IV as a complex commercial action. As 

a result, it was subject to active case management by the designated judge, with 

discovery to be completed within 450 days. R. 4:5A-1; R. 4:24-1(a); Civil Case 

Information Statement, Pressler & Verniero, Current N.J. Court Rules, 

Appendix XII-B1 to R. 4:5A-1, www.gannlaw.com (2017).

3

 

Following a sixty-day consensual extension, the DED was December 14, 

2016. The case management order, which reiterated that discovery ended on 

December 14, 2016, was entered on March 16, 2017, more than three months 

after the DED. Although Mantiff claims it was unable to complete discovery by 

obtaining additional financial records and completing Mehta's deposition, it did 

not move to extend or reopen discovery. Mantiff had more than sufficient time 

to formally request to reopen discovery before the case management order was 

entered. Mantiff can hardly complain that discovery was not extended if it did 

not move for such relief. 

The case management order scheduled trial for October 10, 2017. Mantiff 

could have moved to reopen and extend discovery after the case management 

order was entered. Had it done so, the motion would have been governed by 

 

3

 Subsequent to the trial in this case, our Supreme Court adopted rules governing 

the Complex Business Litigation Program effective September 1, 2018. Rules

4:102-1 to 4:105-9. 
13 A-1528-17T4

Rule 4:24-1(c), which provides that "[n]o extension of the discovery period may 

be permitted after an arbitration or trial date is fixed, unless exceptional 

circumstances are shown."

To demonstrate exceptional circumstances, we generally require a 

showing that the attorney diligently pursued the information sought during the 

discovery period but was frustrated from obtaining the discovery by 

circumstances largely beyond counsel's control. Bender v. Adelson, 187 N.J. 

411, 429 (2006). Specifically, the moving party must show: (1) why discovery 

was incomplete and the diligence in pursuing discovery; (2) the additional 

discovery is essential; (3) an explanation for why an extension was not sought 

within the original discovery period; and (4) the circumstances were beyond the 

party's and counsel's control. Garden Howe Urban Renewal Assocs., LLC v. 

HACBM Architects Eng'r Planners, LLC, 439 N.J. Super. 446, 460 (App. Div. 

2015).

Mantiff has not demonstrated that such "exceptional circumstances" 

existed warranting the reopening and extension of discovery. A voluntary 

decision to postpone discovery pending completion of mediation, without court 

approval, does not constitute exceptional circumstances beyond the party's and 
14 A-1528-17T4

counsel's control. Thus, Mantiff has not shown a motion to reopen and extend 

discovery would likely have been granted had it been filed.

In any event, we generally "accord substantial deference to a trial court's 

disposition of a discovery dispute. We will not ordinarily reverse a trial court's 

disposition of a discovery dispute 'absent an abuse of discretion or a judge's 

misunderstanding or misapplication of the law.'" Brugaletta v. Garcia, 234 N.J. 

225, 240 (2018) (quoting Capital Health Sys. v. Horizon Healthcare Servs., 230 

N.J. 73, 79-80 (2017)). "This deferential approach 'cautions appellate courts not 

to interfere unless an injustice appears to have been done.'" Quail v. Shop-Rite 

Supermarkets, Inc., 455 N.J. Super. 118, 133 (App. Div. 2018) (quoting Abtrax 

Pharms., Inc. v. Elkins-Sinn, Inc., 139 N.J. 499, 517 (1995)). Mantiff has not 

demonstrated it suffered an injustice. 

III.

We next address Mantiff's attack on the trial court's factual findings and 

conclusions. Our review of the factual findings made by the trial judge in a nonjury case is limited. Cumberland Farms, Inc. v. N.J. Dep't of Envtl. Prot., 447 

N.J. Super. 423, 437 (App. Div. 2016) (citing Seidman v. Clifton Sav. Bank, 

S.L.A., 205 N.J. 150, 169 (2011)). "Factual findings premised upon evidence 

admitted in a bench trial 'are binding on appeal when supported by adequate, 
15 A-1528-17T4

substantial, credible evidence.'" Potomac Ins. Co. of Illinos ex rel. OneBeacon 

Ins. v. Pa. Mfrs.' Ass'n Ins., 215 N.J. 409, 421 (2013) (quoting Cesare v. Cesare, 

154 N.J. 394, 411-12 (1998)). We will "'not disturb the factual findings and 

legal conclusions of the trial judge' unless convinced that those findings and 

conclusions were 'so manifestly unsupported by or inconsistent with the 

competent, relevant and reasonably credible evidence as to offend the interests 

of justice.'" Allstate Ins. v. Northfield Med. Ctr., P.C., 228 N.J. 596, 619 (2017) 

(quoting Griepenburg v. Twp. of Ocean, 220 N.J. 239, 254 (2015)). 

Because a trial court presides over the case and hears the witnesses testify,

"it has a better perspective than a reviewing court in evaluating the veracity of 

witnesses." Cesare, 154 N.J. at 412 (quoting Pascale v. Pascale, 113 N.J. 20, 33 

(1988)). "[W]e give deference to the trial court that heard the witnesses, sifted 

the competing evidence, and made reasoned conclusions." Allstate, 228 N.J. at 

619 (alteration in original) (quoting Griepenburg, 220 N.J. at 254). "Deference 

is especially appropriate 'when the evidence is largely testimonial and involves 

questions of credibility.'" Cesare, 154 N.J. at 412 (quoting In re Return of 

Weapons to J.W.D., 149 N.J. 108, 117 (1997)). "Thus, '[w]e do not weigh the 

evidence, assess the credibility of witnesses, or make conclusions about the 

evidence.'" Mountain Hill, L.L.C. v. Twp. of Middletown, 399 N.J. Super. 486, 
16 A-1528-17T4

498 (App. Div. 2008) (alteration in original) (quoting State v. Barone, 147 N.J. 

599, 615 (1997)). On the other hand, "[a] trial court's interpretation of the law 

and the legal consequences that flow from established facts are not entitled to 

any special deference." Hayes v. Delamotte, 231 N.J. 373, 386-87 (2018) 

(alteration in original) (quoting Manalapan Realty, L.P. v. Twp. Comm., 140 

N.J. 366, 378 (1995)). 

The trial court found, despite the litigation's "long, tortuous" history, the 

trial involved nothing more than "a simple case of two promissory notes" and 

the assessment of "simple credibility." The court had "no doubt" defendants 

"paid substantial sums to [Mantiff] and those payments equaled their obligation 

under those notes to a large extent." The judge further found the evidence was 

clear Mantiff "had no idea actually what was paid on the notes and what wasn't 

because" it did not keep "any accounting records." The only accounting records

and the evidence regarding the loan payments came from the defendants. The 

court described Dharia as offering net opinions and viewpoints, mostly in 

response to leading questions, and testified without the benefit of any business 

records concerning payments. The court found Dharia "had no idea" whether 

payments were made on account of the consulting agreements or the promissory 
17 A-1528-17T4

notes. The court concluded Dharia "had no ability to testify" about payments 

and otherwise found his testimony "was certainly not accurate." 

Based on its assessment of Dharia's testimony and demeanor, the trial 

court determined Dharia "doesn't actually believe" defendants owe Mantiff

money and "knew there was nothing due and owing from [defendants]," which 

explains why it did not pursue its claim for many years. Taking into account 

"the course of conduct of the parties," the judge found "there was no credible 

evidence" that demonstrated "anything other than a complete discharge, 

satisfaction and ratification of the decision of [defendants] to make no further 

payments." Accordingly, the judge determined Mantiff "failed to prove by a 

preponderance of the evidence that there was any money due and owing." 

Although they had no burden of proof, the judge found defendants "had proved 

categorically" that Mantiff's claim "was discharged by the duly recorded 

payments in the check register and the . . . prior to closing payments that were 

admitted into evidence."

Applying our deferential standard of review and considering the proofs as 

a whole, we hold there was sufficient credible evidence in the record to support 

the finding that Mantiff failed to prove by a preponderance of the evidence that 
18 A-1528-17T4

there was any money due and owing from Emerson or Fairview on either 

promissory note. We discern no basis to disturb the trial court's decision.

In light of our holding, we need not address the trial court's additional 

rulings that Mantiff waived its right to pursue its claims or ratified defendants' 

decision to make no further payments. 

We have considered Mantiff's other contentions in light of the record and 

applicable legal principles, and conclude they are without sufficient merit to 

warrant further discussion in this opinion. R. 2:11-3(e)(1)(E).

Affirmed.