SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-3377-14T2

JOEMAX REALTY, INC., 

Plaintiff-Appellant/

Cross-Respondent, 

v. 

STONEWALL OF SADDLE RIVER, 

L.P., NORTH AMERICAN LINEN, 

L.L.C., PAUL V. D'AMBROSIO,

and MICHAEL D'AMBROSIO, 

Defendants-Respondents/

Cross-Appellants,

and

NORTHEAST LINEN SUPPLY CO., INC.,

Defendant-Respondent. 

__________________________________

Argued October 18, 2016 – Decided

Before Judges Yannotti, Kennedy, and Gilson.

On appeal from the Superior Court of New 

Jersey, Law Division, Union County, Docket No. 

L-3629-14.

Robert J. Jeney, Jr., argued the cause for 

appellant/cross-respondent (Jeney, Jeney & 

O'Connor, attorneys; Mr. Jeney, on the brief).

NOT FOR PUBLICATION WITHOUT THE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.

June 20, 2017
2 A-3377-14T2

Ronald L. Davison argued the cause for 

respondents/cross-appellants (Starr, Gern, 

Davison & Rubin, P.C., attorneys; Mr. Davison, 

on the brief). 

Richard J. Allen, Jr., argued the cause for 

respondent (Kipp & Allen, attorneys; Mr. Allen 

and Karen A. Beerbower, on the brief).

PER CURIAM

Plaintiff Joemax Realty, Inc. (Joemax or plaintiff) appeals 

from a January 16, 2015 order that dismissed with prejudice its 

complaint against all defendants. Joemax also appeals from a 

February 20, 2015 order denying its motion for reconsideration. 

Certain defendants cross-appeal from an April 10, 2015 order 

denying their motion seeking sanctions against Joemax and its 

counsel for filing frivolous litigation. N.J.S.A. 2A:15-59.1; R.

1:4-8.

We affirm the order granting summary judgment to all 

defendants and the order denying Joemax's motion for 

reconsideration because the applicable statute of limitations 

barred Joemax's fraudulent transfer claims. We also affirm the 

order denying defendants' motion for sanctions. 

I.

The underlying litigation arose out of a commercial lease and 

a separate sale of the lessee's assets. The facts were established 

in the summary judgment record. 
3 A-3377-14T2

Defendant North American Linen, LLC (NA Linen) operated a 

commercial laundry business and leased its business premises from 

plaintiff Joemax. Before 2008, NA Linen was apparently losing 

money and was unable to make its lease payments.

Defendant Michael D'Ambrosio managed NA Linen. Defendant 

Paul D'Ambrosio was Michael's father and, before 2008, he leant 

NA Linen significant monies through a partnership that he 

controlled. That partnership is defendant Stonewall of Saddle 

River, L.P. (Stonewall). 

In April 2008, NA Linen sold most of its assets to defendant 

Northeast Linen Supply Co., Inc. (NELS). The purchase price for 

those assets was $3,382,686, which NELS paid with $2,113,131 in 

cash and a promissory note of $1,047,565 (the Promissory Note).

At the time of the 2008 asset sale, NA Linen owed Stonewall 

over $3 million and Stonewall held security interests in NA Linen's 

assets. Consequently, to make the asset sale, NA Linen had to 

discharge Stonewall's security interest. To accomplish that 

discharge, NA Linen, Stonewall, and NELS signed a "Release of 

Security Interest Letter," dated April 17, 2008. That letter 

provided that the purchase price for NA Linen's assets, including 

the Promissory Note, would be paid to Stonewall. Thus, on April 

17, 2008, NA Linen assigned the Promissory Note to Stonewall.
4 A-3377-14T2

Separately, in January 2009, Joemax sued NA Linen and others 

in Monmouth County for failure to pay the rents and other costs 

due under the commercial lease (the Monmouth County action). In 

July 2009, Joemax obtained a default judgment for $817,000 against 

NA Linen. 

Joemax had also named other defendants in the Monmouth County 

action, including Paul D'Ambrosio. Joemax alleged that Paul 

D'Ambrosio had signed a guarantee to pay NA Linen's rents. The 

claims against Paul D'Ambrosio were ultimately settled and 

dismissed with prejudice in an order entered on July 21, 2014, in 

the Monmouth County action.

In December 2009, after Joemax obtained the default judgment 

against NA Linen, Joemax applied for a writ seeking to attach the 

Promissory Note given by NELS to NA Linen. Joemax's attorney sent 

a copy of that application to NELS. An attorney representing NELS 

responded to Joemax's attorney in a letter dated January 8, 2010. 

That January 8, 2010 letter enclosed a copy of the Promissory Note 

and advised Joemax that the Promissory Note was "subordinated to 

two different superior creditors of NELS . . . As a result of

those subordination agreements, NELS is currently required to 

withhold payment to [NA Linen]."

A copy of the January 2010 letter was also sent to an attorney 

who had represented NA Linen in the asset sale. That attorney 
5 A-3377-14T2

sent Joemax's attorney a letter dated January 14, 2010, which 

advised Joemax that the Promissory Note had been assigned. In 

that regard, the January 14, 2010 letter stated:

[W]e believe that a further clarification of 

the said Promissory Note is required in view 

of [Joemax seeking a writ of attachment 

against the Promissory Note.]

. . .

 

[P]lease be advised that on April 17, 2008, 

the said Promissory Note was assigned by [NA 

Linen] to its secured creditor. As a result, 

[NA Linen] has no interest in the Promissory 

Note that is subject to attachment.

In February 2010, Joemax's attorney served a subpoena on NELS 

seeking documents related to the sale of NA Linen's assets to 

NELS. NELS responded in July 2010, by producing a compact disc 

containing various documents related to the asset sale. The 

documents included a copy of the "Release of Security Interest 

Letter" dated April 17, 2008. That letter explained that the 

entire purchase price for the assets of NA Linen would be paid to 

Stonewall "in satisfaction of the indebtedness of [NA Linen] to 

Stonewall."

More than four years later, on September 10, 2014, Joemax's 

attorney wrote to NELS's attorney, claiming that NELS had withheld 

the "Release of Security Interest Letter." On September 15, 2014, 

NELS's attorney responded, noting that a copy of the letter had 
6 A-3377-14T2

been provided as part of the collection of documents on the compact 

disc that had been produced in July 2010.

On September 30, 2014, Joemax filed a verified complaint 

alleging that the transfer of the Promissory Note by NA Linen to 

Stonewall was a fraudulent transfer and that NELS assisted that 

fraudulent transfer.1 Joemax's complaint asserted two counts under 

the fraudulent transfer action and named as defendants Stonewall, 

NA Linen, NELS, Paul D'Ambrosio, and Michael D'Ambrosio.

After filing answers, defendants moved to dismiss Joemax's 

complaint or, in the alternative, for summary judgment. Defendants 

argued that Joemax knew of the assignment of the Promissory Note 

by July 2010, but it waited beyond the applicable four-year statute 

of limitations to file its complaint. Defendants also argued that 

the assignment of the Promissory Note was not a fraudulent 

transfer. Finally, defendant Paul D'Ambrosio argued that the 

claims against him were barred by the entire controversy doctrine. 

The trial court initially denied defendants' motion on 

November 21, 2014. A written statement of reasons accompanied 

that order. Defendants, however, moved for reconsideration, which 

the court granted. The court found that it had not fully 

appreciated the documents submitted and that defendants were 

 

1 On October 6, 2014, Joemax also filed an order to show cause, 

which was entered that same day.
7 A-3377-14T2

entitled to summary judgment because Joemax's claims were barred 

by the statute of limitations. The court also held that the claims 

against Paul D'Ambrosio were barred by the entire controversy 

doctrine. The court explained the reasons for the rulings on the 

record on January 16, 2015. That same day, the court entered an 

amended order dismissing with prejudice Joemax's complaint against 

all defendants.

Joemax filed for reconsideration, but the court denied that 

motion in an ordered entered on February 20, 2015.

Thereafter, all defendants except NELS filed a motion for 

sanctions against Joemax and its attorney. Defendants argued that 

sanctions were warranted under the frivolous litigation statute, 

N.J.S.A. 2A:15-59.1, and Rule 1:4-8. The trial court denied that 

motion in an order entered on April 10, 2015. The court issued a 

written statement of reasons explaining that Joemax acted 

reasonably in bringing the lawsuit and the action was not 

frivolous. The court also clarified that it dismissed Joemax's 

complaint because the record established that by July 2010, Joemax 

knew of the assignment of the Promissory Note based on the 

documents produced to Joemax by defendants.

II.

Joemax now appeals from the January 16, 2015 order granting 

summary judgment to defendants and the February 20, 2015 order 
8 A-3377-14T2

denying its motion for reconsideration. All defendants with the 

exception of NELS cross-appeal from the April 10, 2015 order 

denying their motion for sanctions. We address the appeal and 

cross-appeal in turn.

A. Joemax's Appeal 

In reviewing a summary judgment order, we use a de novo 

standard of review and apply the same standard employed by the 

trial court. Davis v. Brickman Landscaping, Ltd., 219 N.J. 395, 

405 (2014). Accordingly, we determine whether the moving party 

has demonstrated that there were no genuine disputes as to any 

material facts and, if not, whether the moving party is entitled 

to judgment as a matter of law. Id. at 405-06; Brill v. Guardian 

Life Ins. Co. of Am., 142 N.J. 520, 540 (1995); R. 4:46.

Joemax makes two arguments on its appeal. First, it contends 

that the trial court applied an outdated version of the statute 

of limitations found in N.J.S.A. 25:2-31(a). Second, it contends 

that the court erred in applying the entire controversy doctrine. 

We need not spend time addressing the nuances of these arguments

because the record establishes that by July 2010, Joemax knew that 

the Promissory Note had been assigned and, therefore, the 

applicable statute of limitations bars its claims against all 

defendants. 
9 A-3377-14T2

The claims in Joemax's complaint are based on the Uniform 

Fraudulent Transfer Act (the Act), N.J.S.A. 25:2-20 to -34. While 

Joemax does not expressly identify which sections of the Act it

relies on, such claims can either be brought under N.J.S.A. 25:2-

25(a) or (b), or N.J.S.A. 25:2-27(a) or (b). The statutes of 

limitations for all of those claims are set forth in N.J.S.A.

25:2-31. That statute of limitations provides that claims under 

N.J.S.A. 25:2-25(a) must be brought "within four years after the 

transfer was made or the obligation was incurred or, if later, 

within one year after the transfer or obligation was discovered 

by the claimant[.]" N.J.S.A. 25:2-31(a). Claims under N.J.S.A.

25:2-25(b) or N.J.S.A. 25:2-27(a) must be brought "within four 

years after the transfer was made or the obligation was 

incurred[.]" N.J.S.A. 25:2-31(b). Finally, claims under N.J.S.A.

25:2-27(b) must be brought "within one year after the transfer was 

made or the obligation was incurred." N.J.S.A. 25:2-31(c).

Here, the undisputed facts establish that Joemax knew of the 

transfer of the Promissory Note by July 2010, but it waited more 

than four years to file its fraudulent transfer action.

The document giving notice to Joemax was the letter sent by 

NA Linen's lawyer to Joemax's lawyer on January 14, 2010. At that 

point in time, Joemax was seeking to attach the Promissory Note. 

NA Linen's lawyer, however, informed Joemax that the Promissory 
10 A-3377-14T2

Note had been assigned to a secured creditor. Specifically, the 

letter stated: "[P]lease be advised that on April 17, 2008, the 

said Promissory Note was assigned by [NA Linen] to its secured 

creditor. As a result, [NA Linen] has no interest in the 

Promissory Note that is subject to attachment." There is no 

ambiguity in that disclosure. The letter informed Joemax that the 

Promissory Note had been assigned and, thus, transferred. 

That Joemax knew of the transfer is reinforced by two 

additional documents that Joemax received by July 2010. In January 

2010, Joemax received a copy of the Promissory Note. The 

Promissory Note stated that it could be assigned to Stonewall. In 

July 2010, Joemax received the Release of Security Interest Letter, 

which explained that the entire purchase price for the assets of 

NA Linen had been paid to Stonewall, in part through assignment 

of the Promissory Note. Those two documents established that 

Joemax knew by July 2010, that the Promissory Note had been 

assigned.

Thus, we need not address Joemax's argument that the trial 

court relied on an outdated version of N.J.S.A. 25:2-31(a). The 

question here is not whether or when Joemax could have or should 

have discovered the transfer of the Promissory Note. Instead, the 

undisputed material facts established that Joemax did discover the 

transfer of the Promissory Note by July 2010. We note further 
11 A-3377-14T2

that the trial court, here, ultimately clarified that it was 

granting summary judgment because it found that the record 

established that Joemax knew of the transfer by July 2010.

We also need not address the entire controversy doctrine 

argument because the claims by Joemax are barred by the applicable 

statute of limitations. Thus, we affirm the January 16, 2015 

order granting summary judgment to defendants and the February 20, 

2015 order denying reconsideration to Joemax.

B. Defendants' Cross-Appeal 

In their cross-appeal, defendants, with the exception of 

NELS, argue that plaintiff's claims were frivolous and the trial 

court erred in not granting them fees and sanctions.

We review a trial judge's decision on an application for fees 

or sanctions under an abuse of discretion standard. United Hearts 

v. Zahabian, 407 N.J. Super. 379, 390 (App. Div.) (citing Masone 

v. Levine, 382 N.J. Super. 181, 193 (App. Div. 2005)), certif. 

denied, 200 N.J. 367 (2009). N.J.S.A. 2A:15-59.1 provides that a 

prevailing party in a civil action may be awarded reasonable costs 

and attorney's fees if the court finds that the complaint or 

defense of the non-prevailing party was frivolous. To be 

considered frivolous, the filing must be found to have been made 

in "bad faith, solely for the purpose of harassment, delay or 

malicious injury[,]" or made "without any reasonable basis in law 
12 A-3377-14T2

or equity and could not be supported by a good faith argument for 

an extension, modification or reversal of existing law." N.J.S.A.

2A:15-59.1(b).

Rule 1:4-8(b) provides that a party may make a motion for 

sanctions against another party's attorney that has filed a paper 

with a court for a frivolous purpose. The rule goes on to provide 

certain procedures that must be followed in order to qualify. The 

rule also imposes limitations on the amount that can be imposed 

as a sanction. R. 1:4-8(b) and (d). 

The conduct warranting sanctions under Rule 1:4-8 or fees 

under N.J.S.A. 2A:15-59.1 has been strictly construed and narrowly 

applied. McKeown-Brand v. Trump Castle Hotel & Casino, 132 N.J.

546, 561 (1993); Wyche v. Unsatisfied Claims & Judgment Fund of 

N.J., 383 N.J. Super. 554, 560 (App. Div. 2006). Here, it was not 

initially obvious that plaintiff's claim was barred by the statute 

of limitations. Thus, we find no abuse of discretion in the trial 

court's decision denying defendants' motion for sanctions and 

fees. 

Affirmed.