SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-3736-17T4

JOE RAINER,

Plaintiff-Respondent,

v.

MICHAEL BARTLOW,

Defendant-Appellant.

Argued March 4, 2019 – Decided March 26, 2019

Before Judges Fasciale and Rose.

On appeal from Superior Court of New Jersey, Law 

Division, Burlington County, Docket No. SC-001440-

17.

Joseph M. Pinto argued the cause for appellant (Polino 

and Pinto, PC, attorneys; Joseph M. Pinto, on the brief).

Joe Rainer, respondent, argued the cause pro se.

PER CURIAM

This appeal has its genesis in a one-year residential lease agreement. On 

September 10, 2011, plaintiff Joseph Rainer rented an apartment to defendant 

NOT FOR PUBLICATION WITHOUT THE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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Michael Bartlow, defendant's daughter, Nicole Bartlow, and her boyfriend, 

Matthew Dae in Delanco. Defendant never resided at the premises. In fact, 

paragraph twenty-six of the lease agreement restricted occupancy of the 

premises to "Matthew and Aiden ONLY."1 

Defendant paid the security deposit and the first month's rent. When 

Nicole and Matthew fell behind in their rent payments, plaintiff sent 

correspondence to the couple at the premises, with a copy addressed to defendant 

at his own residence. Plaintiff introduced eighteen past-due letters into evidence 

at trial. Other than making two rent payments in December 2011 and January 

2012, defendant tendered no other payments to plaintiff. Notably, defendant did 

not sign a separate guaranty contract, promising to be liable for the rent.

After the lease expired on September 14, 2012, Nicole and Matthew 

remained in the premises and plaintiff accepted their rent payments, thereby 

establishing a month-to-month tenancy.2 In 2016 and 2017, plaintiff sent lease 

 

1 Because two of the parties share the same last name, we use first names to 

avoid confusion. We intend no disrespect in doing so. Further, Aiden is the son 

of Matthew and Nicole. Apparently, the lease agreement inadvertently omitted 

Nicole's name from paragraph twenty-six. That omission is not an issue in this 

matter.

2 See N.J.S.A. 46:8-10, which provides:
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extension agreement addenda to Nicole and Matthew, raising the monthly rent 

from $900 to $925 and $975, respectively. The cover letter enclosing the 2017 

addendum was addressed to Nicole and Matthew, and indicated that a copy of 

the letter was sent to defendant at his home address.3 Although Nicole and 

Matthew paid the rent increases, neither they nor defendant executed the 

addenda. 

Eventually, Nicole and Matthew stopped paying rent. Despite affording 

the couple numerous attempts to pay the rent arrears, plaintiff ultimately 

instituted eviction proceedings and was granted a judgment of possession on 

October 17, 2017. 

Thereafter, plaintiff filed a small claims complaint against defendant, 

alleging that as the "co-signer" of the lease, defendant was responsible "for back 

rent . . . late charges and court fees . . . for various dates from February 2016 

 

Whenever a tenant whose original term of leasing shall 

be for a period of one month or longer shall hold over 

or remain in possession of the demised premises 

beyond the term of the letting, the tenancy created by 

or resulting from acceptance of rent by the landlord 

shall be a tenancy from month to month in the absence 

of any agreement to the contrary.

3 The cover letter for the 2016 lease extension was not provided on appeal.
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t[o] September 15, 2017." A non-jury trial was held on November 30, 2017. 

Plaintiff was self-represented at the trial; defendant was represented by counsel. 

At the conclusion of plaintiff's case, defendant moved to dismiss the 

action pursuant to Rule 4:37-2, arguing he never lived in the premises and, as 

such, he "did n[o]t hold over and . . . did not remain in possession" of the 

premises. Defendant further contended "[h]e signed on as a tenant, not as a 

guarantor" for the one-year lease term. Denying the motion, the trial court 

stated, without elaborating, it "[considered] all the evidence in favor of . . . 

plaintiff." See Dolson v. Anastasia, 55 N.J. 2, 5 (1969); Godfrey v. Princeton 

Theological Seminary, 196 N.J. 178, 197 (2008) ("A motion for involuntary 

dismissal only should be granted where no rational [factfinder] could conclude 

that the plaintiff marshaled sufficient evidence to satisfy each prima facie 

element of a cause of action.").

Defendant did not testify nor call any witnesses. Instead, he moved for a 

directed verdict pursuant to Rule 4:40-1,4 which the court also denied. After 

engaging in an extended colloquy with defense counsel, the court ultimately 

denied the motion and awarded plaintiff $3000, representing the jurisdictional 

amount claimed. In doing so, the court briefly stated:

 

4 See also R. 6:5-1 (applying Rules 4:37 and 4:40 to the Special Civil Part).
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What I have is the testimony of . . . plaintiff who 

testified that he felt that the lease continued on a monthto-month basis with the three people who are on the 

original lease. I do n[o]t see any way or any place 

where I can find that . . . defendant was dropped from 

the lease.

Following oral argument on March 26, 2018, the trial court denied 

defendant's ensuing motion for reconsideration. In sum, the court reiterated that 

because "defendant was listed as a tenant" on the initial lease agreement, he 

remained a tenant when Nicole and Matthew stayed in the premises at the 

expiration of the lease term. This appeal followed. 

The sole issue raised on appeal is whether defendant was obligated for 

Nicole and Matthew's rent arrears, five to six years after the written lease 

expired. Defendant argues his obligations as a tenant ended when the lease 

expired on September 14, 2012. He further contends "the court made a contract 

of guaranty out of a lease which had expired five years before default in payment 

of rent by defendant's daughter and her boyfriend." Among other things, 

plaintiff counters defendant "was the financially responsible party to th[e] 

lease." Plaintiff also claims defendant was a holdover tenant pursuant to 

N.J.S.A. 46:8-10 and therefore was liable for the rent arrears. For the reasons 

that follow, we reverse the trial court's judgment. 
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Our review is guided by well-established contract principles, recognizing 

that while we defer to the trial court's fact-finding following a bench trial, our 

review of its legal determinations is de novo. D'Agostino v. Maldonado, 216 

N.J. 168, 182 (2013). 

"Under New Jersey law a lease is like any other written contract." 

Ringwood Assocs., Ltd. v. Jack's of Route 23, Inc., 153 N.J. Super. 294, 309 

(Law Div. 1977), aff'd, 166 N.J. Super. 36 (App. Div. 1979); see also Cohen v. 

Wozniak, 16 N.J. Super. 510, 512 (Ch. Div. 1951). Courts should read contracts 

"as a whole in a fair and common sense manner[,]" and enforce them "based on 

the intent of the parties, the express terms of the contract, surrounding 

circumstances and the underlying purpose of the contract." Manahawkin

Convalescent v. O'Neill, 217 N.J. 99, 118 (2014) (citation omitted).

The language of the contract, by itself, must determine the agreement's 

force and effect if it is plain and capable of legal construction. Ibid. However, 

"[e]ven in the interpretation of an unambiguous contract, [the court] may 

consider 'all of the relevant evidence that will assist in determining [its] intent 

and meaning.'" Ibid. (third alteration in original) (quoting Conway v. 287 Corp.

Ctr. Assocs., 187 N.J. 259, 269 (2006)); see also Driscoll Constr. Co. v. State, 

Dep't of Transp., 371 N.J. Super. 304, 316 (App. Div. 2004) (noting that even 
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when an integrated contract is free from ambiguity, "evidence of the situation of 

the parties and the surrounding circumstances and conditions is admissible in 

aid of interpretation"). 

Here, defendant signed the lease agreement, but he was not listed as an 

occupant of the premises pursuant to paragraph twenty-six of the agreement. 

Indeed, the parties agree they never intended for defendant to occupy the 

premises. As plaintiff acknowledged on cross-examination:

[DEFENSE COUNSEL:] . . . [A]t the time this initial 

lease was signed, you knew [defendant] was not going 

to reside in the property, correct?

[PLAINTIFF:] Yes.

. . . . 

[DEFENSE COUNSEL:] . . . And, in fact, [defendant] 

never lived in this property, right?

[PLAINTIFF:] True.

[DEFENSE COUNSEL:] And when you sent 

[defendant] the [past due] letters, you never [really] 

sent him them . . . directly, you just [copied] him on the 

bottom [of the letters] and you sent those letters not to 

the address in which Nicole . . . and Matthew . . . were 

living, rather you sent the letters to [defendant]'s home 

in Delanco at a different address, correct?

[PLAINTIFF:] Yes.

During his redirect testimony, plaintiff elaborated (emphasis added): 
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[T]he lease was signed by [defendant], knowing that he 

was n[o]t going to live there. He was financially going 

to back his daughter and that is the reason I entered into 

the lease with them. . . . When they would fall behind 

in rent and [defendant] would get a letter, then the rent 

would come back, you know, I would get paid. So I 

assume[d] that [defendant] was seeing the letters and 

responding.

Plaintiff did not, however, present any evidence that defendant actually paid the 

rent after the initial lease expired. Defendant's payments were limited to the 

first month's rent and four consecutive months thereafter.5 

Plaintiff's testimony underscores the intent of the parties: defendant cosigned the lease agreement, not as an occupying tenant, but rather as a purported 

guarantor. Although defendant argued before the trial court that he executed the 

lease agreement as a tenant and not as a guarantor, the terms of the lease 

agreement prevented his occupancy. Rather, it is undisputed that defendant's 

role was to assure his daughter and her boyfriend paid the rent during the oneyear lease term.

Contrary to well-established settled authority, however, the parties did not 

execute a guaranty agreement memorializing their intention. See Peoples Nat'l 

 

5 Defendant failed to include copies of the checks in his appendix, but they were 

provided at our request after oral argument.
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Bank v. Fowler, 73 N.J. 88, 101 (1977) ("It has long been settled law that a 

[guaranty] is chargeable only according to the strict terms of its undertaking and 

its obligation cannot and should not be extended either by implication or by 

construction beyond the confines of its contract."). Further, pursuant to the 

statute of frauds, "[a] promise to be liable for the obligation of another person, 

in order to be enforceable, shall be in a writing signed by the person assuming 

the liability . . . ." N.J.S.A. 25:1-15. 

In the present matter, when the parties executed the lease agreement in 

September 2011, they intended for Nicole and Matthew to occupy the premises 

and defendant, as co-signer, to guaranty the rent for the duration of the lease 

agreement. Because the rent arrears at issue do not include the first year's rent, 

we need not reach the propriety of that arrangement. Nonetheless, we conclude 

defendant's obligation, if any, terminated when the lease agreement expired. If 

plaintiff specifically wanted defendant to be personally liable for the rent as a 

guarantor beyond the expiration of the lease agreement, plaintiff should have 

required defendant to sign a guaranty agreement. In the absence of a signed 

writing evidencing defendant's intent to guarantee the rent, we conclude he was 

not liable for the rent arrears accrued in 2016 and 2017.
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Moreover, because defendant was not permitted to occupy the premises 

pursuant to the terms of the lease agreement, he did not become a holdover 

tenant at the expiration of that agreement, notwithstanding that Nicole and 

Matthew continued to reside in the premises and pay rent. A "holdover tenant" 

is generally defined as "[s]omeone who remains in possession of real property 

after a previous tenancy . . . expires . . . ." Holdover Tenant, Black's Law 

Dictionary (10th ed. 2014); see also J.M.J. New Jersey Props., Inc. v. Khuzam, 

365 N.J. Super. 325, 333-34 (App. Div. 2004); Newark Park Plaza Assocs., Ltd. 

v. City of Newark, 227 N.J. Super. 496, 499 (Law Div. 1987) ("It is well-settled 

law in New Jersey that when a tenant continues to occupy a premises after the 

termination of a lease, his status becomes that of a month-to-month holdover 

tenant."). Because defendant was not permitted to occupy the premises, we find 

he did not "hold over" within the meaning of N.J.S.A. 46:8-10. 

Reversed.