SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-1031-20

KRHP, LLC, a New Jersey Limited

Liability Company, and HEMA M.

PATEL, individually,

Plaintiffs-Appellants,

v.

BEST CARE LABORATORY,

LLC, a New Jersey Limited

Liability Company, TARA

PENDERGRAFT, an individual,

DR. JOSEPH KEPKO, M.D., an

individual, and RAJEEV

TALWAR, an individual,

Defendants-Respondents.

Argued October 4, 2021 – Decided October 28, 2021

Before Judges Messano, Rose, and Enright.

On appeal from the Superior Court of New Jersey, 

Chancery Division, Essex County, Docket No. 

C-000101-20.

NOT FOR PUBLICATION WITHOUT THE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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Anthony N. Gaeta argued the cause for appellants 

(Gaeta Law Firm, LLC, attorneys; Anthony N. Gaeta 

and William A. Friedman, on the briefs).

Jill R. Cohen argued the cause for respondents Best 

Care Laboratory, LLC, Tara Pendergraft, and Dr. 

Joseph Kepko, M.D. (Eckert Seamans Cherin & 

Mellott, LLC, attorneys; Jill R. Cohen, of counsel and 

on the brief).

Frank X. Wukovits argued the cause for respondent 

Rajeev Talwar (Buttaci Leardi & Werner, LLC, 

attorneys; John W. Leardi, of counsel and on the brief; 

Frank X. Wukovits, on the brief).

PER CURIAM

Plaintiffs KRHP, LLC, and Hema M. Patel (collectively, plaintiffs),

appeal from the Chancery Division's November 20, 2020 order compelling 

arbitration of their claims against defendants Best Care Laboratory, LLC, Tara 

Pendergraft, and Dr. Joseph Kepko, M.D. (collectively, Best Care defendants), 

and dismissing plaintiffs' complaint with prejudice.

1

 We affirm. 

We summarize the facts and procedural history from the limited record on 

appeal. Located in Robbinsville, Best Care was "a privately owned and operated 

laboratory[,] which . . . provide[d] customized services to [its] clients" through 

1 After the appeal was filed, plaintiffs advised this court that the complaint also 

was dismissed with prejudice as to defendant Rajeev Talwar before he was 

served with the complaint. Talwar has participated in this appeal. 
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"the efficient collection and transportation of specimens, accurate testing in [its] 

state-of-the-art laboratories and prompt reporting of results." 

In return for its $500,000 capital investment, plaintiffs purchased a five 

percent membership interest in Best Care. The parties' agreement was 

memorialized in an October 2016 Operating Agreement that contains a dispute 

resolution provision. Specifically, Article XI, Section 11.02 provides, in full: 

If a dispute arises between the Members relating 

to this Agreement or if the Members cannot reach a 

decision on a matter that in regards to which failure to 

reach a decision would result in a deadlock, the 

Members agree to use the following procedure prior to 

either party pursuing other available remedies: 

(a) A meeting shall be held promptly between the 

Members, attended by individuals with decision 

making authority regarding the dispute, to attempt in 

good faith to negotiate a resolution of the dispute. 

(b) If, within [thirty] days after such meeting, the 

Members have not succeeded in negotiating a 

resolution of the dispute, they shall jointly appoint a 

mutually acceptable neutral person not affiliated with 

any of the Members (the "Neutral Party"), seeking the 

assistance in such regard from the American 

Arbitration Association (or other similar organization) 

if they have been unable to agree upon such 

appointment within [forty] days from the initial 

meeting and the decision of the Neutral shall be final 

and binding upon the Members. The fees of the Neutral 

Party shall be shared equally by the Members. 
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Following execution of the Operating Agreement, KRHP borrowed 

$160,000 from plaintiffs, and executed a promissory note for the loan's 

repayment. Thereafter, an internal investigation by Best Care's counsel revealed 

that plaintiffs had "entered into noncompliant arrangements with Best Care, 

potentially under false pretenses, with former Best Care co-manager and CEO, 

Rajeev Talwar." 

Accordingly, on July 30, 2018, Best Care notified plaintiffs that it had 

"exercised its unilateral right" under the Operating Agreement and "redeemed, 

effectively immediately, 100 [percent] of KRHP's membership interest in Best 

Care . . . for Book Value (as defined in the 201[6] Operating Agreement)," which 

"w[as] worth roughly $165,000." However, that amount was reduced by "actual 

expenses and damages already incurred by Best Care related to [plaintiffs']

actions and . . . foreseeable future expenses, damages, penalties and fines related 

to the same," for a net amount of "$0." Finally, Best Care emphasized that 

"effective immediately" plaintiffs ceased to own or control "any ownership 

interest in Best Care." 

On June 23, 2020, plaintiffs filed a two-count complaint against the Best 

Care defendants and Talwar alleging member oppression, N.J.S.A. 42:2C-1 to 

-94, and breach of fiduciary duties. Plaintiffs annexed the Operating Agreement 
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as an exhibit to their complaint, claiming defendants breached its terms. For 

example, the complaint asserted the Operating Agreement "does not provide for 

redemption 'less' actual or foreseeable damages – only Agreed Value and Book 

Value." On September 3, 2020, the Best Care defendants moved to compel 

arbitration and dismiss the complaint with prejudice, or stay the matter pending 

arbitration, based on the dispute resolution provision set forth in Article XI, 

Section 11.02 of the Operating Agreement. 

Plaintiffs and the Best Care defendants appeared virtually before the 

motion judge on November 13, 2020. Following argument, the judge issued a 

cogent oral decision. Focusing on the terms of the arbitration provision, the 

judge rejected plaintiffs' assertion that the arbitration provision was "relatively 

narrow" and applied "only" to "disputes between the members when they can't 

agree or when that would result in a deadlock." Nor was she persuaded that 

because plaintiffs were ousted as members of Best Care, their claims were not 

subject to the arbitration clause. 

Citing Article XI of the Operating Agreement, the judge determined the 

language "speaks to a dispute between members relating to this agreement." 

Further, "plaintiffs attached the agreement to their complaint and are asking the 

court to enforce their rights under the terms of that agreement." Accordingly,
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the judge concluded "the dispute resolution clause applies" to plaintiffs' claims 

"and the matter should be arbitrated." 

On November 20, 2020, the judge issued a memorializing order. Plaintiffs 

thereafter appealed, reprising the arguments raised before the motion judge. In 

sum, plaintiffs contend "[d]efendants cannot have it both ways"; they cannot 

"strip" plaintiffs of their membership interest in Best Care, then rely on the

arbitration provision, which applies only to disputes "between [m]embers." 

Well-established principles guide our analysis. Orders compelling or 

denying arbitration are deemed final and appealable as of right. R. 2:2-3(a); 

GMAC v. Pittella, 205 N.J. 572, 587 (2011). We review a judge's decision to 

compel or deny arbitration de novo. Skuse v. Pfizer, Inc., 244 N.J. 30, 46 (2020). 

Because the enforceability of a contractual arbitration provision is a legal 

determination, we need not defer to the trial court's interpretative analysis, 

"unless we find it persuasive." Kernahan v. Home Warranty Adm'r of Fla., Inc., 

236 N.J. 301, 316 (2019). 

"In reviewing such orders, we are mindful of the strong preference to 

enforce arbitration agreements, both at the state and federal level." Hirsch v. 

Amper Fin. Servs., LLC, 215 N.J. 174, 186 (2013). This preference, however, 

is not without limits. Id. at 187. 
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Under both federal and state law, arbitration is a creature of contract. See

9 U.S.C. 2; Rent-A-Center, W., Inc. v. Jackson, 561 U.S. 63, 67 (2010); Atalese 

v. U.S. Legal Servs. Grp., L.P., 219 N.J. 430, 441 (2014). The parties are not 

required to arbitrate their claims unless they have agreed to do so. Id. at 442. 

"A court must look to the language of the arbitration clause to establish its 

boundaries." Hirsch, 215 N.J. at 188; In re Arb. Between Grover & Universal 

Underwriters Ins. Co., 80 N.J. 221, 229 (1979) (recognizing "only those issues 

may be arbitrated which the parties have agreed shall be"). 

In deciding whether a matter should be submitted to arbitration, a court 

must first evaluate whether a valid agreement to arbitrate exists and, if so, then 

decide whether the dispute falls within the scope of the agreement. Martindale 

v. Sandvik, Inc., 173 N.J. 76, 85, 92 (2002); see also Hirsch, 215 N.J. at 188. 

The present matter implicates the second inquiry, which requires the court 

to examine "the language of the arbitration clause to establish its boundaries." 

Ibid. In that regard, "[c]ourts have generally read the terms 'arising out of' or 

'relating to' [in] a contract as indicative of an 'extremely broad' agreement to 

arbitrate any dispute relating in any way to the contract." Griffin v. Burlington 

Volkswagen, Inc., 411 N.J. Super. 515, 518 (App. Div. 2010). "[U]nless it may 

be said with positive assurance that the arbitration clause is not susceptible of 
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an interpretation that covers the asserted dispute," the matter is arbitrable. 

Waskevich v. Herold L., P.A., 431 N.J. Super. 293, 298 (App. Div. 2013). 

Having conducted a de novo review of plaintiffs' contentions in view of 

these guiding principles, we are persuaded by the motion judge's reasoning, 

Kernahan, 236 N.J. at 316, and conclude plaintiffs' renewed assertions lack 

sufficient merit to warrant discussion in our written opinion, R. 2:11-3(e)(1)(E). 

We therefore affirm substantially for the reasons expressed by the motion judge. 

We simply add plaintiffs cannot claim as ousted members of the corporation 

they are not bound by the Operating Agreement's arbitration provision, when 

their complaint asserts defendants violated other provisions of the same 

agreement, thereby divesting plaintiffs of their interest in the company. Indeed, 

it is plaintiffs who cannot have it both ways. 

Affirmed.