SUPERIOR COURT OF NEW JERSEY APPELLATE DIVISION DOCKET NO . A

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Pl aintiff

- Respondent/ Cross

- Appellant,

v. EDWARD J. LYNCH, Defendant

- Appellant/ Cross

- Respondent.

_____________________ _ ____

Argued September 15, 2020

– Decided Before Judges Yannotti, Haas and Natali. On appeal from the Superior Court of New Jersey, Chancery Division, Family Part Burlingt on County, Docket No. FM

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- 17. Allison M. Roberts argued the cause for appellant/cross

- respondent (The Deni Law Group, LLC, attorneys; Allison M. Roberts, of counsel; Aleida Rivera, on the briefs). Angelo Sarno argued the cause for respondent/c ross appellant (Snyder Sarno D'Aniello Maceri & Da Costa

NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISIO N This opinion shall not "constitute precedent or be binding upon any court

. " A lthough 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

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November 1 2 , 20202 A

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- 18T3 LLC, attorneys; Angelo Sarno, of counsel and on the briefs; Scott D. Danaher, on the briefs).
PER CURIAM In this palimony action, de fendant Edward J. Lynch appeals from a May 29, 2019 order that enforced a February 2014 written agreement (the Agreement) he entered with plaintiff Kathleen Moynihan. The court ordered defendant to: 1) satisfy the mortgage o n a home in which the parties were joint tena nts ; 2) execute a general warranty deed to plain tiff upon satisfaction of the mortgage ; 3) pay the property taxes on the property , and 4) make a $100,000 payment to plaintiff. The court also dismissed defendant's counterclaim seeking partition of the par ties' former residence and enjoined plaintiff fr om dissipating assets from one of his bank accounts. Plaintiff cross

- appeals from paragraph one of that same order in which the court dismissed her claim for palimony and conclud ed after a six

- day trial that the oral and written promises made by defendant did not establish an entitlement to such relief

. After carefully reviewing the record and the applicable legal principles ,
we affirm in part, reverse and vacate in part, and remand for further proceedings. In sum, we conclude that as the Agreement was a "promise by one party to a

non - marital personal relationship to provide support or other consideration for the other party, either during the course of such relationship or after its3 A

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termination , " it was ne cessary that it not only be memorialized in a wr itten document but " made with the independent advice of counsel for both parties ," as unambiguously required by t he 2010 a mendment to the Statute of Frauds, N.J.S.A. 25:1

- 5(h) (Amendment) . Neither party sought attorney review and the
A greement is therefor e unenforceable consistent with the clear and unambiguous requirement of that statutory provision. We also disagree with the court's conclusion that the parties' agreement was neverthele ss an enforceable contract akin to an agreement for orderly removal u nder Rule 6:6

- 6(b) , or on any other basis. Finally, we vacate that portion of the order dismissing defendant's counterclaim sounding in partition as the court failed to issue appropriate Rule 1:7

- 4 findings necessary for appropriate appellate review and d issolve the court's restraint on defendant's ability to spend the funds in one of his bank accounts.
I. The trial record establishes that p laintiff and defendant began dating in 1997. At the beginning of the relationship, plaintiff testified she had bee n in the process of a n eight

- year divorce proceeding with her then

- husband and was living with her three children, all of whom were under twelve years old.4 A

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Defendant was divorced and liv ed in New Hampshire with his twelve

- year - old daughter. In July 2000 , plaintiff finalized her divorce. After p laintiff's ex

- husband failed to pay the mortgage on the ir former marital home , plaintiff lost the home
in the ensuing foreclosure proceeding s . While plaintiff was initially awarded $4255 in monthly alimony, it wa s reduced in 2003 to approximately $1000 per
month , and in 2011 plaintiff entered a consent order with her ex

- husband to terminate the alimony payments. Shortly after plaintiff's divorce, defendant purchased residential property in Bordentown at plainti ff's father's request where plaintiff subsequently lived with her children. At the time of the purchase, d efendant's name was the only name on the deed

. He subsequently acquired two mortgages on the property and paid certain carrying charges for the prop erty, including homeowner's insurance. In connection with the purchase, plaintiff obtained a loan from her father to provide an $8000 down payment and also paid the mort gage and property taxes. While defendant maintained his primary residence in New Ha mpshire, plaintiff claimed that beginning in approximately 2000 or 2001, he stayed at the Bordentown property more than he stayed at his New Hampshire residence

. Althoug h defendant would travel to New Hampshire once or twice a month and5 A

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plaintiff would so metimes accompany him, plaintiff stated that "he was primarily living with [her]" and that outside of his time in New Hampshire, he would spend the remainder of his time "[w]ith [her] in New Jersey." On January 26, 2007, defendant created a trust (the Tr ust) in which he designated himself the trustee and plaintiff the successor trustee. The same day, defendant conveyed ownership of the Bordentown property by deed from
h imself to the Trust. Defendant also transferred his basic and optional life insurance policies into the Trust and designated the Trust as the primary beneficiary of his accidental death and dismemberment policy as well as his 401(k) account.
D efendant also designated plaintiff as the beneficiary of his bond account
in 2013, and she rema ined the beneficiary for the duration of the parties' relationship. Finally, o n April 10, 2013, defendant conveyed title of the Bordentown property from the Trust to pla intiff and defendant as joint tenants with rights of survivorship

. Plaintiff testif

ied that throughout the relationship, she and defendant had a number of conversations about their future together in which defendant promised to support her financially. For example, plaintiff stated that defendant repeatedly promised that he was "going t o take care of [plaintiff] for the rest of6 A

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[ her ] life," that he loved her, that they were "a family," and that they would have "a great retirement , " al th ough she noted she was frustrated by defendant's equivocations regarding shopping for an engagement rin g. She also stated that defendant paid for her attorney during her divorce and influenced her to enter into the consent order terminating alimony because "he sai d he would take care of [her] for the rest of [her] life " and that the parties " would be toget her " because they " were a family and

. . . didn't need" the alimony. Plaintiff testified that when defendant placed the Bordentown property in the Trust , defendant promised that he would "take care of [plaintiff]" so she would never "have to worry if som ething happens to [him]." Plaintiff stated that defendant promised to support her for the rest of her life "a lot," including when she moved into the Borde ntown property and when he named her a beneficiary on his life insurance policy and retirement accou nt. On March 2 7 , 2014, defendant sent plaintiff a text message stating: "I do love you and all I do is plan [] for your future[,] but you don't seem to rea lize that." Plaintiff's daughters likewise testified that defendant, who each considered their st epfather, stated he would support plaintiff for the rest of her life. P laintiff's older daughter Megan stated that when plaintiff would express concern abo ut not having retirement savings, defendant "would say things like,7 A

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well, I don't know what you're w orried about. I told you I would take care of you." Megan also described a conversation with defendant in which defendant did not understand "why [plainti ff was] so concerned about money because he has enough to take care of both of them " and that defend ant " told her that he will take care of both of them." Plaintiff's younger daughter, Caitlyn, similarly testified that defendant told her that "he's a mill ionaire a couple of times over . . . [a]nd he said that [plaintiff] was already taken care of, that she should know that, that his retirement is her retirement, " and that plaintiff " could retire today and she wouldn't have to worry." In February 2014 p laintiff and defendant entered into the Agreement, handwritten by defendant, which was signed by bot h parties , and notarized. The Agreement provided that "[i] n the event that [plaintiff] and [defendant] terminate their relationship [defendant] agree [s]" t hat : 1. The home

. . . in Bordentown[,] NJ will be paid off within five years after [defendant] vacat es the property.
2. After paying off the mortgage note [defendant] will sign the Deed over to [plaintiff] thereby giving her sole ownership of said property.
3. Until the mortgage is satisfied [defendant] will pay the monthly mortgage payment.8 A

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4. [Defendant] wil l pay the property tax a t . . . [the] Bordentown[, NJ property] for two years after his departure.
5. [Defendant] will pay [plaintiff] a sum of $100,000 dollars by the end of a five[

- ]year [] period starting when [defendant] vacate [ s ] the [Bordentown] prope rty. This agreement finalizes all obligations of [defendant] to [plaintiff]. Although the Agreement was not dated, the court accepted defen dant's testimony that it was executed in February 2014

. Plaintiff testified that she did not request that def endant draft the Agreement and "didn't even know he was doing it." When plaintiff requested that an attorney review the Agreement, defendant pu rportedly replied that "he didn't want to pay a lawyer" because "if I tell you I'm going to do something, I'm go ing to do it. I'm a man of my word." Defendant also informed plaintiff that "getting it notarized is as good as going to an attorney. It make s it legal." Defendant, on the other hand, testified that he did not intend to be bound by the Agreement at th e time he signed it. He acknowledged that his actions

were "dishonest" because he never informed plaintiff that he did not intend to be bound, and that he didn't "know what she was thinking" regarding the enforceability of the Agreement. P laintiff and de fendant ultimately signed the9 A

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Agreement before a notary without either engaging an attorney to conduct an independent review

. The parties' re lationship deteriorated throughout 2013 and 2014 and ended in April 2015 when defendant vacated the Bordentown r esidence . Initially, defendant continued to pay the mortgage and property taxes. On July 6, 2015, however, in response to a text message in wh ich plaintiff sent defendant a tax bill due on August 1, 2015, defendant stated "I'm not paying it[.] [A]s far as I'm concerned[,] we don't have an agreement anymore[.] I'll pay the mortgage you live there you pay the taxes."
On August 11, 2015, plaintiff filed a complaint seeking enforcement of the Agreement and attorneys' fees. On November 18, 2016, the trial court granted plaintiff's requests to file an amended complaint and to restrain defendant from dissipating certain of t he parties' joint assets. It denied , however, defendant's requests to dismiss the complaint and to force a sale of the Bordentown prope rty because such relief lacked "a sufficient factual or legal basis." In her eleven

- count amended complaint , plaintif f sought relief based on the following causes of action: 1) p alimony, 2) enforcement of a written
contract, 3) enforcement of an oral co ntract, 4) partial performance as a bar to10 A

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the Statute of Frauds, N.J.S.A. 25:1

- 5, 5) unjust enrichment, 6) quantum meruit, 7) quasi

- contract, 8) equitable estoppel, 9) specific performance of an implied
contract, 10) fraud or misrepresentation, and 11) jo int venture. D efendant filed an amended answer and a counterclaim for partition of the Bordentown property

. A trial took place over six nonconsecutive days . Plaintiff and her daughters Megan and Caitlyn testified on her behalf, and she also called def endant in her direct case

. Contrary to plaintiff's testimony and that of her daughters, d efendant testified that the relationship was "exclusive" but that it was "not marriage

- like." He similarly stated that he did not consider his relationship with plai ntiff as "family" or a "family unit." Defendant contended that the Agreement was unenforceable "[b]ecause there were other agreements. This was a work in progress." H e admitted , however, that no other such agreements were provided in discovery. He als o stated that "[n]o promise of anyone has ever passed my lips, not my daughter, not my parents, that I'd tak e care of them for the rest of their lives," though he testified that he drafted the Agreement and added plaintiff as a life insurance beneficiary t o "shut her up." During trial, plaintiff moved for temporary restraints freezing a b ank account defendant owned. The court granted plaintiff's request and entered a11 A

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corresponding order concluding that plaintiff satisfied each factor of the Crowe
v. De Gioia , 90 N.J. 126 (1982), test. The court specifically determined that plaintiff would suffer irreparable harm if the account was not frozen because defendant might have been "trying to hide [h]is assets and dodge his obligation." The court further reas oned that plaintiff presented an issue on which she was likely to succeed in that she presented " a prima fac ie case of merit." Finally, it concluded that no hardship would result to defendant and that there was potential hardship to plaintiff because any potential judgment may be rendered uncollectible without those assets. At the conclusion of plaintiff's ca se, defendant moved for judgment under Rule 4:40

- 1 on the palimony and written contract counts. Defendant argued that pursuant to the Amendment , a written contract for palimony is not "binding unless it was made with the independent advice of counsel . . . to both parties," and that neither party in this case consulted an attorney prior to signing the Agreement. In response, plaintiff argued that th e Amendment was unconstitutional because it impair ed the "right of his client and people situated similarly to his client to enter into contracts." Plaintiff further maintained that there was no reason "for people who are in a . . . marital type relations hip who12 A

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want to enter into a contract to resolve their relationship should have to have an attorney when nob ody else has to have an attorney." The court concluded that there was no factual dispute as both parties were

" very clear[] that they did not tal k to an attorney with regard to [signing the
A greement]." The court declined to conclude that the Amendment was unconstitutional because: 1) there was "no notice to the Attorney General of the attack on the validity of th e statute" as required by Rule 4:2 8

- 4(a)(1); 2) the Supreme Court declined to address the constitutionality of the Amendment in Maeker v. Ross , 219 N.J. 565 (2014); and 3) there was "no evidence . . . of any kind of undue burden . . . [or] evidence that it impairs [plaintiff's] right to

co ntract . . . [or to] afford an attorney." While the trial court found the policy discussions around palimony "smack s a . . . bit of paternalism and patriarchy," the court noted it was bound by the plain language of the st atute and granted defendant's moti on with regard to count one for p alimony and dismissed that claim with prejudice. Turning to defendant's request for judgment on the enforceability of the Agreement , the court found that it is "simply a contract between the[] parties" requiring only an offer, acceptance, and consideration. The court noted that the parties negotiated at length the provisions of the A greement and that there was13 A

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a "meeting of the minds." The court found consideration existed based on "the love and affection between the pa rties, the years that they were together" and denied defendant's motion. After the court dismiss ed count one , the trial proceeded on counts two through eleven and defendant's counterclaim for partition

. At the conclusion of trial, the court issued a Ma y 29, 2019 order dismissing all the remaining counts in the amended complaint except for count two, enforcemen t of the Agreement . It ordered defendant to "completely satisfy" the mortgage at the Bordentown property, issue a general warranty deed to plaint iff upon satisfaction, pay plaintiff $100,000, and pay all property taxes on the property between May 1, 2015, and April 30, 2017. The court denied plaintiff's requests for "an equitable legal share of the assets accumulated by the [d]efendant during the relationship" and "that the [d]efendant provide proper support for her." Further, it continued the previously entered restraint on defendant's bank account and ordered the parties to pay their own attorneys' fees and costs. Finally, the court dismissed d efendant's counterclaim.
In its corresponding May 29, 2019 oral opinion, the court found that "between 1997 and 2000, [the parties] were engaged in . . . a dating relationship. And it wasn't until the property in Bordentown was purchased that it became14 A

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more frequent, more formalized, and could more accurately be called cohabit[at]ing, or at least living togethe r." It also found that the parties did not commingle funds in the form of a joint bank account or joint credit cards, which was undisputed.
Th e court noted the discrepancies between the parties' view of the relationship. The court concluded that defen dant's testimony was not "particularly credible" and that plaintiff 's testimony was "much more credible than the [ defendant 's] . . . in all respec ts." The court noted that his testimony in which he stated he "never intended to be bound by" the Agreement a nd that "[h]e did it to keep the peace" was detrimental to his credibility, as well as his evasive responses to questioning about "the use of the money from the sale of the bonds." The court found that the relationship "[c]learly . . . was a cohabitation and certainly had all of the earmarks of a marital style relationship and a family style relationship." The court then described the promises t hat plaintiff alleged were made to her by defendant "to support her for the rest of her life." It concluded t hat despite its finding that plaintiff was "generally more credible than the defendant," the court found the defendant did not tell plaintiff that he would "take care of [her] for the rest of [her] life" in 2000. The court also found that when defendant15 A

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a greed to pay the mortgage and taxes on the Bordentown property, "it [wa] s not a situation in which he was agreeing to support or take care of her for any period of time. He was simply acting as a means for her to live in a townhouse instead of an apartmen t." After considering the parties' discussions of marriage, the Trust, and defendant's bill payments, the court was "unable to conclude" that thos e discussions "amount [ed] to an express agreement of support for life" and that "[i]t was simply the various f inancial machinations that went on between [defendant] and [plaintiff] during the course of their relationship. " As such, the court denied plaint iff's request for palimony based on any purported oral agreement. T he court also re affirmed its earlier decis ion denying palimony based on the Agreement as contrary to the Statute of Frauds. The court next addressed plaintiff's claims in count two of t he amended complaint for enforcement of the Agreement. Specifically, the court determined that "it is more likely" that the Agreement was signed in 2014 as defendant testified. It concluded that the Agreement's terms were "clear and understandable, and t hey were understood by the parties." It further found that the Agreement was in defendant's handwritin g and was "the culmination of various discussions that the parties had about their relationship, what they were16 A

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doing, where they were going, [and] what they wanted in the future." The court found not credible defendant's "testimony that there were other agreements in writing" because he produced no other prior agreements, and it accordingly determined that the Agreement was "the only written agreement th at exist[ed] between the plaintiff and the defendant." The court further concluded that "[w]hile the proofs do not support a finding of a promise by the defendant to support the plaintiff for life, . . . [they] do support the conclusion that . . . the de fendant wanted the plaintiff to have the house." Further, it determined that "[t]he conclusion is ines capable that [ the Agreement ] is a contract between the plaintiff and the defendant" which was legally enforceable. Noting that consideration was the onl y element of contract formation in dispute, the court found that "plaintiff gave up her alimony in 2011 , upon the representation by the defendant that [ he ] would take care of her" and also induced her "to remain in the relationship." The court concluded t hat despite defendant's motive "to shut [plaintiff] up" and "to make her feel secure," he clearly ackno wledged that "he knew there was an agreement" because of his text message stating "[w]e don't have an agreement anymore

. " The court reasoned that the Agreement "clear[ly]" was not a palimony agreement because "there is no promise in it of support for th e rest of [plaintiff]'s17 A

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life." Rather, the court found the Agreement was "very akin to an order for orderly removal that we see in landlord/tenant court all of the time." Because it was unaware "of any prohibition in the law on the rights of parties who are cohabiting to enter into these types of agreements," it granted plaintiff's request for relief in count two, enforce ment of the written agreement. F inally, it dismissed all remaining counts of the complaint "as they are actually alternative theories o f liability in the event the oral and/or written agreements [were] not enforced" as well as defendant's counterclaim for partition. 1 This appeal followe d. On appeal, defendant argues that the trial court should have dismissed
count two , as the parties did not consult attorneys pursuant to the Amendment

.

1 As noted, plaintiff's amended complaint also included claims for: unjust enrichment ( count five), quantum meruit (count six), quasi

- contract (count seven), equitable estoppel (count eight), specific perform ance of an implied contract (count nine), fraud or misrepresentation (count ten), and joint venture (count eleven). Significantly, p la intiff 's notice of cross

- appeal clearly states she seeks review of only paragraph one of the order, which dismisse d count one of the amended complaint

. It is well settled that a party's appeal is limited to those judgments or orders, or parts thereof, des ignate d in the notice of appeal

. Pressler & Verniero, Current N.J. Court Rules , cmt. 6.1 on R. 2:5

- 1 (2020). Further , plaintiff failed to brief the propriety of the trial court's dismissal of these claims. The failure to brief an issue constitutes waiver of th at issue. See Gormley v. Wood

- El , 218 N.J. 72, 95 n.8 (2014 ); Pressler & Verniero, Current N.J. Court Rules , cmt. 5 on R. 2:6

- 2 (2020). We therefore decline to consider any challenge to the portion of the court's May 2 9 , 2019 order that dismisses c ounts five through eleven.18 A

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Further, he contends that the court erred by concluding that the Agreement was legally enforceable as similar to an agreement for orderly removal. Moreover, defendant claims the court erred by dismiss ing his counterclaim for partition and
in continuing the freeze on his bank account

. In her cross

- appeal, plaintiff argues that the trial court committ ed error when it concluded that defendant did not make oral promises of palimony.
A lternatively , she contends the court erred by failing to conclude that partial performance nullif ied the Amendment's attorney review requirement

. Finally , plaintiff argues the court erred when it determined the Amendment was not an unconstitutional infrin gement on her contractual rights.
II. Our scope of review of Family Part orders is limited. Cesare v. Cesare , 154 N.J. 394, 411 (1998). We generally defer to fac tual findings made by a trial court when such findings are supported by adequate, su bstantial, and credible evidence. Gnall v. Gnall , 222 N.J. 414, 428 (2015). "We review the Family Part judge's findings in accordance with a deferential standard of revie w, recognizing the court's 'special jurisdiction and expertise in family matters.'" Thieme v. Aucoin

- Thieme , 227 N.J. 269, 282

- 83 (2016) (quoting Cesare , 154
N.J. at 413). "A more exacting standard governs our review of the trial court's19 A

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legal conclusion s[,] . . . [which] we review . . . de novo." I bi d. (citing D.W. v.
R.W. , 212 N.J. 232, 245

- 46 (2012)).
III. Defendant initially argues that the court committed error when it concluded that because the Agreement had "no promise in it of support fo r the rest of [plaintiff's] life," it was "beyond the reach of the Amendment ." We a gree. Palim ony is "a claim for support between unmarried persons." Devaney v. L'Esperance , 195 N.J. 247, 253 (2008). "A valid cause of action for palimony requires an a greement to pay future support made during a marital

- type relationship between unmarried persons." Bayne v. Johnson , 403 N.J. Super. 125, 139 (App. Div. 2008). The common law elements of a palimony cause of action are that: 1) the parties cohabited; 2) i n a marriage

- type relationship; 3) during which defendant promised plaintiff support for life; and 4) there was valid consideration for the promise. Levine v. Konvitz , 383 N.J . Super. 1, 3 (App. Div. 2006).
P rior to the enactment of the Amendment , palim ony agreements could be express or implied. Kozlowski v. Kozlowski , 80 N.J. 378, 384 (1979). Further,
in In re Estate of Roccamonte , 174 N.J. 381, 393 (2002) , our Supreme Cou rt concluded that "t he entry into [a marital

- type] relationship and then conduct ing20 A

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oneself in accordance with its unique character is consideration" to enforce a promise for support. The existence and terms of the contract in a palimony action are not d etermined by the parties' words, but "by the parties' 'acts and conduct in the
l ight of . . . [their] subject matter and the surrounding circumstances.'" McDonald v. Estate of Mayety , 383 N.J. Super. 347, 359 (App. Div. 2006) (quoting Kozlowski , 80 N.J. a t 384). A general promise of support for life in exchange for some consideratio n is sufficient to form a contract. Ibid. When the court determines that such a promise was made and later broken, it will award the promisee a lump sum payment representing the present value of reasonable future support over the expected life of the pro misee. Id. at 360. The Statute of Frauds requires that certain "agreements or promises . . . be in writing and signed by the party to be charged therewith." N.J.S.A. 25:1

- 5

. On January 18, 2010, the Statute of Frauds was amended to include the Amendme nt, which as noted, required that palimony agreements be in writing and entered with the advice of counsel. L. 2009, c. 311, § 1, eff. Jan. 18, 2020. Specifically, t he Amendment provides that an agreement must be in writing where there is a :

promise by one party to a non

- marital personal relationship to provide support or other consideration21 A

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- 5(h) (emphasis added) .] The legislative history of the Am endment makes clear that the Legislature

" intended to overturn recent 'palimony' decisions by New Jerse y courts," specifically referencing Devaney , 195 N.J. at 24 8 (holding "cohabitation is not an essential requirement for a cause of action for palimony, b ut a marital

- type relationship is required" ); Roccamonte , 174 N.J. at 381 (holding that a promise of s upport between unmarried persons may be enforced against a decedent's estate); and Kozlowski , 80 N.J. at 378 (recognizing that a promise between unmarrie d persons for support, whether express or implied, may be enforceable). Senate Judiciary Committee , St atement to S.2091 (Feb. 9, 2009). 2

2 Then Governor Jon S. Corzine issued the following statement when he signed the legislation.

I approve Senate Bill No. 2091 . . . in light of the representation by legislative leadership and the bill sponsors that this law will be improved to recognize agreements or promises in a non

- marital relationship as binding when they are mutual, in writing , and notarized as opposed to mandating the involvement or services of an attorney. Legislative leadership and the sponsors22 A

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Here, the trial judge incorrectly concluded that because the Agreement lacked an essential element of a palimony a greement, a promise of support for life, it fell outside of the Statute of Frauds. T he Amendment , howev er, requires only that such an agreement contain a "promise by one party to a non

- marital personal relationship to provide support or other consideration for the other party, either during the course of such relationship or after its termination."
N.J.S.A . 25:1

- 5(h). The Amendment does not limit the a ttorney review requirement to promises of support for the promisee's life or any other duration of time. As such, the trial court erred when it concluded that because the Agreement lacked a promise of suppor t for life, it stood outside the clear requireme nts of the Amendment

.

share my goal of providing greater clarity in the enforcement of palimony agreements but ensuring that this law does not have an ad verse impact on parties who may not be able to afford the services of an attorney. I take this action in light of the time constr aints that result at the end of a legislative session, which do not afford time for a [c] onditional [v] eto to recommend remova l of this provision. Despite Governor Corzine's intention that the law be amended to require only a notarized agreement, no suc h modifying amendment was ever enacted by the Legislature.23 A

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By way of the Agreement , d efendant clearly promised "to provide support or other consideration" to plaintiff

. In this regard, defendant stated , despite any unexpressed intentions he may have had , that he would agree to the terms of
A greement in the event the relationship terminated. And, he agreed that should such an event occur, he would pay the entirety of the mortgage at the Bordentown property within five years, sign the deed over t o plaintiff, pay the monthly mortgage, pay the p roperty taxes for two years, and pay plaintiff a lump sum of $100,000 within five years after he vacated the property. The Agreement is precisely the type of written contract encompassed by the Amendment and for which attorney review is required. Absent compliance with the Amendment, the Agreement i s not an enforceable contract

. I V

. We also agree with defendant that the court erred when it enforc ed the Agreement as a non

- palimony contract . The court equa ted the Agreement to a landlord/tenant order for orderly removal specifically stating that the Agreement

was "very akin to an order for orderly removal" and that "that's exactly what this is." Under Rule 6:6

- 6(b),

[a]n application for orderly removal r equesting more time to move out, if there is a s howing of good reason24 A

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- 18T3 and applied for on notice to a landlord . . . need not have a return date if the sole relief is a stay of execution of a warrant of removal for seven calendar days or less, but it shall provide that the landlord may move for the disso lution or modification of the stay on two days' notice to the tenant or such other notice as the court sets in the order. It is clear from a plain reading of Rule 6:6

- 6(b) that the Agreement bears no simil arity to an order for orderly removal. Rule 6:6

- 6(b) orders do not distribute funds, compel payments based on alleged offers of support, or transfer contested interests in real property. Furthermore , as we have already concluded that the Agreement was cl early encompassed by the Amendment, it was error for the court to enforce the A greement under another name

. Finally, there is n o evidence to support a finding that the parties entered into a landlord/tenant relat ionship. In light of our decision, we need not address defendant's related argument that the Agreement was unenforceable for a lack of consideration.
V. Plaintiff further argues that her partial performance in accordance with the purported oral promises warrants enforcement of the Agreement . We disagree for the following reasons. First, we find that plaintiff did not plead a proper cause of action for par tial performance. Indeed, count four of plaintiff's amended complaint states that it25 A

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was defendant, not plaintiff, who partially performed. A s the Supreme Court noted in Klockner v. Green , a plaintiff alleging partial performance as an exception to the S tatute of Frauds must base their claim on their own performance, not the defendant's. 54 N.J. 230, 236

- 37 (1969). We therefore find that plai ntiff's pleading does not support a basis for relief as it is based on the performance of defendant and not on he r own. Even if we considered the amended complaint to conform to the proofs as permitted by Rule 4:9

- 2, we also reject plaintiff's argument be cause her claim for partial performance is in direct contradiction to the Amendment and the services performed ar e not exceptional in character.
In Maeker , we questioned whether an oral palimony agreement can be enforced based on a claim for partial perf ormance. 430 N.J. Super. at 93. After reviewing the legislative history to the bill enacting the Amendment, we noted the Legislature expressed its intent that the bill was "intended to overturn recent 'palimony' decisions by New Jersey courts." Ibid. (q uoting Senate Judiciary Committee , Statement to S.2091 (Feb. 9, 2009)); see also Devaney , 54 N.J. at 248; Roccamo nte , 174 N.J. at 381; Kozlowski , 80 N.J. at 378. 3

3 In Roccamonte , the Supreme Court upheld an oral promise for pa limony for a twenty

- five

- year relationship. 174 N.J. at 385. The Court held that although it26 A

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Plaintiff's claim of partial performance is contrary to the clear terms of the Amendment. Indeed, plaintiff's theory of relief is of the type that was specifically intended to be barred by the Amendmen t. As noted, the Amendment was enacted by the Legislature in direct response to recent decisions that found implied in fact agreements. Roccam onte , 174 N.J. at 395; Kozlowski , 80 N.J. at 384. A contract implied in fact is created by the conduct of the parties. Weichert Co. Realtors v. Ryan , 128 N.J. 427, 436 (1992). Plaintiff's assertion that the Agreement should be enforced based on her alle ged partial performance of an or al agreement between the parties, would essentially permit enforcement of contract the Legislature has expressly prohibited. Finally, in Maeker we noted that to grant the equitable remedy of specific performance of an or al promise the "performance must be in some respects of an exceptional character, and it must be obvious that . . . the services are of such peculiar character that it is impossible to estimate their value by any standard." 430 N.J. Super. at 94 (quoting Klockner , 54 N.J. at 237). We r ejected the requested equitable relief in that case because "there was nothing exceptional or

believed an oral promise existed, t he agreement would also have been enforceable by implication. Id. 395. In Kozlowski , the Supreme Court upheld an oral promis e for palimony for a fifteen

- year relationship. 80 N.J. at 384

- 87. Moreover, similar to Roccamonte , the Court found that it was "of no legal consequence" whether the promise was express or implied. Id. at 384

.27 A

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peculiar about the services performed by defendant, and plaintiff, as well as her son, already received the full benefit of those services." Ibid. These service s included paying for joint property expenses, plaintiff's living expenses, and plaintiff's son's living expenses. Id. at 93. Here, without minimizing plaintiff's contributions to the parties' relationship, like in Maeker , the services were not "exceptio nal or peculiar in character" and did not support enforcement of the Agreement.
V I

. In addition, defendant asserts that the court erred by dismissing his counterclaim for partition without placing its reasons for d ism iss al on the record.
H e further contends that his partition claim was meritorious as his right s as a joint tenant of the property would be violated without a partition because it is the deed that governs, not the Agreement. We agree with defendant that h e asserted a viable partition cl aim. As the court dismissed that cause of action without providing a statement of reasons as required by Rule 1:7

- 4, we vacate that portion of the May 29, 2019 order and remand for further proceedings. Partition is an equ itable remedy by which property, held by at least two people or entities as tenants in common or joint tenants, may be divided. Se e N.J.S.A. 2A:56

- 1 to

- 44; R. 4:63

- 1. When property is subject to partition, a28 A

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physical division of the property is one poss ible remedy. N.J.S.A. 2A:56

- 2 provides that a court "may, in an action for the partition of real estate, direct the sale thereof if it appears that a partition thereof cannot be made without great prejudice to the owners, or persons interested therein." The manner in which property is partitioned is "within the discretion of the court." Greco v. Greco , 160 N.J. Super. 98, 102 (App. Div. 1978) (citing Newman v. Chase , 70 N.J. 254, 263 (1976) ). Rule 1:7

- 4(a) p rovides that the court "shall . . . find the facts and state its conclusions of law thereon . . . on every motion decided by a written order that is appealable as of right." "Meaningful appellate review is inhibited unless the judge sets forth the reasons for his or her opinion. In the absence of r easons, we are left to conjecture as to what the judge may have had in mind." Salch v. Salch , 240 N.J. Super. 441, 443 (App. Div. 1990); see also Estate of Doerfler v. Fed. Ins. Co. , 454 N.J. Super. 298, 301 (A pp. Div. 2018). At trial, defendant establi shed a colorable partition claim

. For example,

o n April 10, 2013, title of the Bordentown home was conveyed from the Trust by deed to defendant and plaintiff as joint tenants with rights of survivorship. Defen dant was responsible for certain of the prope rty's carrying costs

. For her29 A

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part, plaintiff contributed an $8000 loan from her father to be used as a down payment. Here, the court summarily stated that as a result of granting count two and enforcing the Agreement , "the counterclaim is dismissed." We cannot discern from this statement the court's reasoning to support the dismissal of defendant's counterclaim. A remand is therefore necessary for the court to consider the trial proofs and address the partition claim with appropriate Rule 1:7

- 4 factua l findings and legal conclusions.
VI I

. Defendant also contends that the trial court erred by continuing the freeze on his ba nk account until "all of the obligations under [the trial court's order]

are satisfied , " and again stresse d that the court failed to make necessary factual findings and legal conclusion s supporting the need for continuing restraints. As

we have reversed t hat portion of the May 29, 2019 order that enforced the Agreement and remanded for further proceedings limited to the partition ac tion, we discern no further need for the restraints on defendant's bank account under
Crowe , 90 N.J. at 132

- 34. Accordingly, the portion of the trial court's order freezing defendant's bank account is vacated.30 A

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. On her cross

- appeal , plaintiff conte nds that the trial court committed error
in dismissing her claim for palimony stated in count one because it "failed to adequately consider [d]efendant's conduct when deciding whether any oral promises existed." We disagree.
In Maeker v. Ross , we held that because palimony actions are based upon principles of contract law, a palimony cause of actio n accrue s at the time the defendant is alleged to have breached the agreement, not at the time the promise of lifetime support was purportedly made. 430 N.J. Super. 79, 97 (App. Div. 2013). In 2014, however, the Supreme Court reversed our ruling and held that the Amendment did not apply retroactively to void oral palimony agreements that predated its enactment. Maeker , 219 N.J. at 580

- 82. The Supreme Court explained that the date the oral contract was formed, rather than the date the cause of action acc rued, was the controlling date "for retroactivity purposes." Id. at 582. Under the Supreme Court's holding, count one of plaintiff's amended complaint , pred icated on alleged oral promises made during their eighteen

- year relationship, pre

- dated the Amendm ent and was therefore enforceable so long as oral promises of palimony existed.31 A

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As noted, the common law elements of a palimony cause of action are that: 1 ) the parties cohabited; 2) in a marriage

- type relationship; 3) during which defendant promised pl aintiff support for life; and 4) there was valid consideration for the promise. Levine , 383 N.J. Super. at 3. Plaintiff contends that the only element at is sue is whether defendant made oral or written promises for support. In this regard, plaintiff rel ies on In re Estate of Quarg for the proposition that a " promise will be enforced by the court whether it is oral or written, implied or express, or inferable from the parties' acts and conduct rather than by what they said." 397 N.J. Super. 559, 56 4 (App . Div. 2008) (citing
Roccamonte , 174 N.J. at 389).
In Quarg , this court remanded the matter "to the Chancery Division for a plenary hearing, if necessary, to determine whether [the plaintiff] can establish an enforceable implied promise as detailed in Roccamonte " regarding her request for a constructive trust. Id. at 566. In reaching its decis ion, the court concluded that an implied promise may have existe d because "one of the components of [plaintiff]'s complaint alleged that she would be unjustly impoverished if she did not share in [defendant]'s estate" and because "after more than forty yea rs of living with [defendant] as married, [plaintiff] asserts th at the relationship was 'founded on mutual trust, dependency [ , ] and raised32 A

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expectations.'" Ibid. In this regard, the court found that the plaintiff's "allegations bespeak an implied promise by [defendant] not to leave [plaintiff] impoverished, but rather , to see to it, as best he could, that she survived with adequate provisions during the remainder of her life." Ibid. Here, as noted , we typically afford substantial d eference to Family Pa rt factual findings because of its "special jurisdiction and exp ertise," see Thieme , 227 N.J. at 283 (quoting Cesare , 154 N.J. at 413) , and we find no reason to deviate from that standard of review and disrupt th at portion of the trial court's credibility

- based finding that defendant never made an "implied or express o ral promise that he would support the plaintiff either for her life or for any other period of time

. " The court's conclusion was supported by substantial credible evidence in the record. Further , unlike the parties in Quarg , plaintiff and defendant did not share a last name and had no joint bank account. And, as the trial court noted, "[w]hen the defendant set up the revocable trust, he told [plaintiff] what it meant. She understood that it was revocable, that he could change it at any time." Mor eover , unlike Quarg , the court noted that "during all of this time, up to and including the present, the plaintiff is not totally dependent on the defendant," and that the case law indicates that "complete financial dependence . . . is one thing that we33 A

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ca n loo k at." Subsequently , the court found that "[plaintiff] [had] work[ed] and receiv[ed] for a period of time, child support, and receiv[ed] . . . alimony." Here, there is no indication that plaintiff would be "impoverished" absent the enforcement of an oral promise of palimony. See Quarg , 397 N.J. Super. at 566.
In sum , the trial court did not err when it dismissed count one and concluded that defendant's conduct did not evince an implied oral promise to support plaintiff for life or other period of t ime

. IX. Finally, plaintiff argues that the Amendment violates the C ontract C lause of the New Jersey and United States Constitutions . She contends that "there can be no doubt that there is a contractual relationship between [p]laintiff and [d]efendant, and b etween individuals similarly situated," which has been impaired because it leaves plaintiff "without adequate recourse after dedicating a large part of her life to [d]efendant." She further maintains that the independent legal counsel requirement "la cks a significant and legitimate public purpose" because it "prohibits parties who cannot afford to retain counsel from entering into an enforceable agreement" and no other sta t ute "requir[es] parties to consult with independent legal counsel, as opposed t o aff ording parties the opportunity to consult with" same. Finally, she claims that "the requirement of34 A

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independent legal counsel is based upon unreasonable conditions and is unrelated to appropriate governmental objectives." We disagree with all of thes e
arg uments. The Contract Clause of the United States Constitution states: " N o State shall . . . pass any . . . Law impairing the Obligation of Contracts." U.S. Const. art. 1, § 10, cl. 1. Similarly, New Jersey's Constitution guarantees: " T he Legisl ature shall not pass any . . . law impairing the obligation of contracts, or depriving a party of any remedy for enforcing a contract which existed when the contract was made." N.J. Const. art. IV, § 7, para. 3; see, e.g. , Berg v. Christie , 225 N.J. 245, 258

- 5 9 (2016); Burgos v. State , 222 N.J. 175, 193 (2015). "Contract impairment claims brought under either constitutional provision entail an analysis that first examines whether a change in state law results in the substantial impairment of a contractual rel ationship and, if so, then reviews whether the impairment nevertheless is 'reasonable and necessary to serve an important public purpose.'" Berg , 225 N.J. at 259 ( quoting U.S. Tr. Co. of N.Y. v. New Jersey , 431 U.S. 1, 25 (1977)). Ou r Supreme Court has a dvised th is analysis requires "three inquiries." Ibid. "Legislation unconstitutionally impairs a contract when it (1) 'substantially impair[s] a contractual relationship,' (2) 'lack[s] a significant and legitimate public purpose,' an d (3) is 'based upon35 A

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unreasonable conditions and . . . unrelated to appropriate governmental objectives.'" Burgos , 222 N.J. at 193

- 94 (quoting Farmers Mut. Fire Ins. Co. of Salem v. N.J. Prop.

- Liab. Ins. Guar. Ass'n , 215 N.J. 522, 546

- 47 (2013) (alteratio ns in original)). Here, r equiring a lawyer to review palimony agreements is not a substantial impairment

. The Legislature routinely im poses additional costs on parties who seek to enter contractual relationships

. For example , it has require d independe nt legal counsel if a lottery winner seeks to assign their winnings

. S ee N.J.S.A. 5:9

- 13(d)(15). Further, in the rare situations in which courts have found a substantial impairment , the law in question has completely altered terms of an existing, enforceable contract. See, e.g. , Allied Structural Steel Co. v. Spannaus , 438 U.S. 234 , 247 (1978) (finding a substantial impairment because the " statute in question

. . . nullifi e[d] expr ess terms of [a party's] contractual obligations and impose [d] a completely unexpected liabilit y in potentially disabling amounts " ). Plaintiff and others similarly situated are free to enter enforceable palimony agreements so long as they satisfy the Stat ute of Frauds

. Here, p laintiff conceded that she chose not to see a lawyer about the Agreement and the trial court found there was "no evidence she c[ould not] afford an attorney."36 A

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Moreover, the Amendment's conditions reasonably relate to a significant and legitimate public purpose. The Statute of Frauds exists because the Legislature has found agreements within its scope " susceptible to fraudulent and unreliable methods of proof." Lahue v. Pio Costa , 263 N.J. Super. 575, 599 (App. Div. 1993)

. With regard to the Amendment specifically, we noted that the Legislature was concerned with the burde n of proof difficulties in establishing valid palimony agreements. While independent attorney review is not required in other provisio ns of the Statute of Frauds or other family law agreements , the Legislature has required so for palimony agreements with the very purpose of protecting the rights of contracting parties. The Amendment is one legitimate way of addressing this significant i ssue and is reasonably related to appropriate l egislative objectives. After considering the aforementioned three

- part in quiry , we conclude plaintiff has failed to establish that the Amendment violates the C ontract C lause s of the S tate or F ederal C onstitut ions

. To the extent we have not addressed any of the parties ' arguments it is because we find them without sufficient m erit to warrant discussion in a written opinion. R. 2:11

- 3(e)(1)(E).37 A

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Affirmed in part, reversed and vacated in part , and remanded. We do not retain jurisdiction

.