SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-2774-20

MILAN PATEL, and JIGNA

PATEL,

Plaintiff-Respondent,

v.

BRIGHTSTAR HOSPITALITY,

LLC, and JAYENDRA C. PATEL,

Defendant-Appellants.

____________________________

Submitted April 27, 2022 – Decided June 27, 2022

Before Judges Geiger and Susswein.

On appeal from the Superior Court of New Jersey, Law 

Division, Morris County, Docket No. L-1406-18.

Hegge & Confusione, LLC, attorneys for appellants 

(Michael Confusione, of counsel and on the brief). 

Lanciano & Associates, LLC, attorneys for respondents

(Larry E. Hardcastle, II, of counsel and on the brief).

PER CURIAM

NOT FOR PUBLICATION WITHOUT THE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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Defendants Jayendra C. Patel and Brightstar Hospitality LLC (Brightstar) 

appeal from a $350,000 bench trial judgment rendered by Judge Peter A. 

Bogaard in favor of plaintiffs Milan and Jinga Patel in their lawsuit claiming 

breach of contract and conversion. We affirm substantially for the reasons 

explained in Judge Bogaard's through and cogent oral opinion, which spans 

fifty-two pages of transcript.

We presume the parties are familiar with the evidence that was adduced 

at trial and recounted in detail in Judge Bogaard's opinion. Accordingly, the 

pertinent facts need only be briefly summarized in this opinion. Plaintiffs 

invested $350,000 into Brightstar to develop a specific parcel of land (the 

property) as a Marriot Hotel. That plan depended on defendants purchasing the 

property. The parties executed an agreement in connection with the investment. 

The agreement provided that defendants would return plaintiffs' investment if 

Brightstar did not close on the purchase of the property by December 31, 2016. 

The agreement was silent, however, on whether and when the right to request a 

return of the investment money would expire. 

Defendants did not close on the purchase of the property by December 31, 

2016, but nor did plaintiffs request the return of their money by that date. When 
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the hotel site's owner terminated the sales contract, plaintiffs demanded a return 

of their money. Defendants refused to refund their investment. 

On July 18, 2018, plaintiffs filed suit claiming breach of contract and 

conversion. Judge Bogaard conducted a two-day bench trial on November 4 and 

5, 2020. On May 13, 2021, he entered judgment for plaintiffs on both the breach 

of contract and conversion counts, and ordered defendants to pay damages in 

the amount of $350,000. 

This appeal follows. Defendants raise the following contentions for our 

consideration: 

POINT I

DEFENDANT DID NOT BREACH THE PARTIES' 

CONTRACTS BY FAILING TO RETURN 

PLAINTIFFS' INVESTMENT MONIES, BECAUSE 

WHEN PLAINTIFFS DEMANDED THE RETURN 

OF THEIR INVESTMENT MONIES IN FEBRUARY 

2018, PLAINTIFFS HAD NO CONTRACTUAL 

RIGHT, BY THAT POINT, TO HAVE THEIR 

MONIES RETURNED.

POINT II

FAILING TO RETURN PLAINTIFFS' INVESTMENT 

MONIES WAS NOT CONVERSION UNDER NEW 

JERSEY LAW, BECAUSE WHEN PLAINTIFFS 

DEMANDED THEIR INVESTMENT BACK IN 

FEBRUARY 2018, IT WAS NO LONGER THEIR 

MONEY UNDER THE PARTIES' CONTRACTS.
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POINT III

THE WRONGS THAT THE TRIAL JUDGE SAID 

DEFENDANT COMMITTED WERE NOT 

DETERMINED TO [BE] MATERIAL BREACHES 

AS REQUIRED FOR PLAINTIFFS TO RECOVER 

ON BREACH OF CONTRACT UNDER NEW 

JERSEY LAW.

POINT IV

THE JUDGE FAILED TO DETERMINE THE 

PROPER MEASURE OF DAMAGES THAT 

PLAINTIFFS SUFFERED AS A RESULT OF THE 

WRONGS THE JUDGE FOUND DEFENDANT 

COMMITTED.

Because we affirm substantially for the reasons explained in Judge 

Bogaard's commendably thorough and detailed oral opinion, we need not 

address defendants' contentions at length. We add the following comments.

The scope of our review of a bench trial verdict is limited. See D'Agostino 

v. Maldonado, 216 N.J. 168, 182 (2013) ("Final determinations made by the trial 

court sitting in a non-jury case are subject to a limited and well-established 

scope of review[.]" (quoting Seidman v. Clifton Sav. Bank, S.L.A., 205 N.J. 

150, 169 (2011))). The law is clear that factual determinations made by a judge 

hearing a bench trial "must be upheld if they are based on credible evidence in 

the record." Motorworld, Inc. v. Benkendorf, 228 N.J. 311, 329 (2017) (citing 

D'Agostino, 216 N.J. at 182); see also Zaman v. Felton, 219 N.J. 199, 215–16 
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(2014) (holding that a trial court's determinations are afforded deference when 

they are "substantially influenced by [the judge's] opportunity to hear and see 

the witnesses and to have the 'feel' of the case[] . . . ." (quoting State v. Johnson, 

42 N.J. 146, 161 (1964))). A trial court's factual determinations will not be 

disturbed unless 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. Co. v. 

Northfield Med. Ctr., P.C., 228 N.J. 596, 619 (2017) (quoting Griepenburg v. 

Twp. of Ocean, 220 N.J. 239, 254 (2015)). In contrast, "[a] trial court's 

interpretation of the law and the legal consequences that flow from established 

facts are not entitled to any special deference." Manalapan Realty, L.P. v. Twp. 

Comm. of Twp. of Manalapan, 140 N.J. 366, 378 (1995). 

"In the absence of a factual dispute, we review the interpretation of a 

contract de novo." Barila v. Bd. of Educ. of Cliffside Park, 241 N.J. 595, 612 

(2020) (quoting Serico v. Rothberg, 234 N.J. 168, 178 (2018)). Under New 

Jersey law, where the terms of a contract are clear and unambiguous, there is no 

room for interpretation or construction, and the courts must enforce those terms 

as written. When presented with an unambiguous contract, the court, therefore, 

should not look outside the "four corners" of the contract to determine the 
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parties' intent. Namerow v. PediatriCare Assocs., LLC, 461 N.J. Super. 133, 

140 (Ch. Div. 2018); cf. Manahawkin Convalescent v. O'Neil, 217 N.J. 99, 118 

(2014) (alteration in original) ("Even in the interpretation of an unambiguous 

contract, we may consider 'all of the relevant evidence that will assist in 

determining [its] intent and meaning.'" (quoting Conway v. 287 Corp. Ctr. 

Assocs., 187 N.J. 259, 269 (2006))).

A contract, however, may be ambiguous if its terms are "susceptible to at 

least two reasonable alternative interpretations," Nestor v. O'Donnell, 301 N.J. 

Super. 198, 210 (App. Div. 1997), or when it contains conflicting terms, Rockel 

v. Cherry Hill Dodge, 368 N.J. Super. 577, 581 (App. Div. 2004). Where 

ambiguity exists, "courts will consider the parties' practical construction of the 

contract as evidence of their intention and as controlling weight in determining 

a contract's interpretation." Cnty. of Morris v. Fauver, 153 N.J. 80, 103 (1998). 

"Having found an ambiguity, 'a court may look to extrinsic evidence as an aid 

to interpretation[.]'" Porreca v. City of Millville, 419 N.J. Super. 212, 232 (App. 

Div. 2011) (alteration in original) (quoting Chubb Custom Ins. Co. v. Prudential 

Ins. Co. of Am., 195 N.J. 231, 238 (2008)); see In re Diet Drugs Prod. Liab. 

Litig., 706 F.3d 217, 224 (3d Cir. 2013) ("[I]f the written contract is ambiguous, 

a court may look to extrinsic evidence to resolve the ambiguity and determine 
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the intent of the parties." (quoting Glenn Distribs. Corp. v. Carlisle Plastics, Inc., 

297 F.3d 294, 300 (3d Cir. 2002))); Bohler-Uddeholm Am., Inc. v. Ellwood 

Group, Inc., 247 F.3d 79, 93 (3d Cir. 2001) (alteration in original) ("A court 

may, however, look outside the 'four corners' of a contract if the contract's terms 

are unclear[.]").

A cause of action exists for breach of contract when the plaintiff can 

demonstrate that there exists "a valid contract, defective performance by the 

defendant, and resulting damages." Coyle v. Englander's, 199 N.J. Super. 212, 

223 (App. Div. 1985). The construction of contract terms and whether the 

manner in which they were executed constitutes a breach is an issue of fact best 

left for the trier of fact. See Great Atl. & Pac. Tea Co. v. Checchio, 335 N.J. 

Super. 495, 502 (App. Div. 2000).

Defendants argue that the trial court erred in finding that plaintiffs timely 

exercised their contractual right to demand a return of their money. The trial 

court had to decide whether plaintiffs' right to demand a return of their money 

expired before they exercised it. That question required the trial court to 

interpret the terms of the agreement. Because the relevant documents were 

unclear on the question as to the expiration of the right to demand a return of 

the investment money, the court had to look beyond the four corners of the 
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agreement to determine the intent of the parties. In this instance, that 

determination hinged on an assessment of the credibility of the witnesses.

The trial court believed plaintiffs' testimony. In contrast, the court found 

defendant Jayendra Patel's testimony to be "bizarre, nonsensical, [and] divorced 

from the realities of the transactions." As we have noted, we defer to the trial 

judge's factual findings during a bench trial. Judge Bogaard was in a far better 

position than us to make credibility findings because he had an opportunity to 

see the witnesses and develop a feel for the case. See Zaman, 219 N.J. at 215–

16. 

Based in large part on his credibility assessments, Judge Bogaard also 

determined that defendants committed a material breach of the contract by 

failing to return plaintiffs' investment. The court accepted plaintiffs' version of 

the relevant events and concluded that the "preponderance of the credible 

evidence establishes that the only reason [plaintiffs] didn't ask earlier than 

approximately January of 2018 for a return of the funds, is because they weren't 

being provided with full and complete information." The trial judge also likened 

defendants' conduct in using Brightstar's funds to pay debts on other projects to

a "Ponzi scheme." Based on those factual findings, which are amply supported 

by credible evidence in the record, the trial court ultimately concluded that a 
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breach of contract clearly occurred. We see no reason to disturb that factsensitive determination.

Judge Bogaard also properly found that the appropriate measure of 

damages for defendants' failure to return plaintiffs' $350,000 investment was an 

award of that sum. Under New Jersey law, defendants are liable for "all of the 

natural and probable consequences of the breach of th[eir] contract." Pickett v. 

Lloyd's, 131 N.J. 457, 474 (1993); see also Donovan v. Bachstadt, 91 N.J. 434, 

444 (1982) (The goal of a damage award is "to put the injured party in as good 

a position as . . . if performance had been rendered . . . ."). 

To reiterate, the trial judge found that the April 23, 2016 agreements 

required defendants to return "all monies paid" by plaintiffs if defendants did 

not close on the purchase of the property on which the hotel was to be built. It 

is undisputed that plaintiffs each paid $175,000 for a total of $350,000. Because 

defendants failed to close on the property, the trial court appropriately found 

that plaintiffs suffered damages in the amount of $350,000.

To the extent we have not specifically addressed them, any remaining 

arguments raised by defendants lack sufficient merit to warrant discussion in 

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

Affirm.