SUPERIOR COURT OF NEW JERSEY 

 APPELLATE DIVISION 

 DOCKET NO. A-1062-22 

BONA PACKAGING, INC., 

 

 Plaintiff-Respondent, 

v.

KEVIN INGRALDI, B.I. FOODS, 

LLC, and RKW HOLDINGS, LLC, 

 Defendants-Appellants. 

_____________________________

Submitted February 28, 2024 – Decided April 19, 2024 

Before Judges Currier and Vanek. 

On appeal from the Superior Court of New Jersey, Law 

Division, Camden County, Docket No. L-0194-21.

Gallucci & Profy, LLC attorneys for appellants 

(Richard Dante Gallucci, Jr., on the briefs). 

Kasen & Kasen, PC, attorneys for respondent (Jenny 

Rebecca Kasen, 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NOT FOR PUBLICATION WITHOUT THE 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.
2 A-1062-22

Defendants Kevin Ingraldi (Ingraldi), B.I. Foods, LLC (B.I.), and RKW 

Holdings, LLC (RKW)1 appeal from an October 7, 2022 final judgment in the 

amount of $65,750.17 entered in favor of plaintiff Bona Packaging, Inc. as to 

principal and interest owed for deliveries of packaging products. After careful 

review of the record, we affirm. 

I.

The October 7 final judgment awarded "Post-Effective Date principal and 

interest outstanding (for deliveries made on or after the February 15, 2020 

Effective Date) – a total amount of $65,750.17 as of October 7, 2022 (comprised 

of $45,794.67 principal and $19,955.50 interest) – plus a daily per diem 

thereafter of $22.58" against RKW and B.I. The final judgment also 

memorialized prior orders dismissing all claims against Ingraldi and the claims 

for principal and interest prior to February 15, 2020 against defendants. No 

written or oral statement of reasons for the entry of final judgment was set forth 

by the trial court. 

However, the parties narrow their arguments on appeal to the entry of the 

April 8, 2022 and August 3 partial summary judgment orders. Accordingly, we 

1

 Kevin Ingraldi, B.I. and RKW are referenced collectively throughout this 

decision as defendants. Ingraldi is B.I.'s president. 
3 A-1062-22

conclude the record is sufficient for our review of the October 7, 2022 final 

judgment. See Rendon v. Kassimis, 140 N.J. Super. 395, 398 (App. Div. 1976) 

(explaining the correlation between summary judgment on a dispositive issue of 

a case and the entry of final judgment as to the matter in entirety). Thus, we 

proceed to consider the substantive issues. 

II. 

In reviewing whether the partial summary judgment orders were 

improvidently entered, we view the facts in the record in the light most favorable 

to defendants as the non-moving parties. Harz v. Borough of Spring Lake, 234 

N.J. 317, 329 (2018). In doing so, we give defendants "the benefit of the most 

favorable evidence and most favorable inferences drawn from that evidence." 

Gormley v. Wood-El, 218 N.J. 72, 86 (2014); see also R. 4:46-2(c). 

On April 30, 2020, RKW and B.I., entered into an Asset Purchase 

Agreement (APA) with non-party Beef International, Inc. (Beef). The APA 

designates both RKW and B.I. as the "Buyer" and Beef as the "Seller." Section 

1.06 of the APA, titled "Effective Time; Transition Period," sets forth as 

follows: 

(a) The parties agree that, notwithstanding the Closing 

Date, the effective time of the Closing shall be deemed 

to be 11:59 pm on February 15, 2020 (the "Effective

Time"). 
4 A-1062-22

(b) During the period between the Effective Time and 

the Closing Date (the "Transition Period"), Buyer has 

operated the Business as the agent of the Seller, except 

as otherwise set forth herein. Buyer was entitled to 

receive and retain all of the cash generated, and all of 

the Business' account receivable (the "Post Effective 

Time Operating Receivables") generated, during 

operation of the Business by the Buyer from and after 

the Effective Time and during the Transition period; 

and Buyer likewise assumed and was obligated for any 

of the Business' Liabilities (the "Post Effective Time 

Operating Liabilities") related to the operation of the 

Business, as incurred by the Business, from and after 

the Effective Time, during the Transition Period and 

through the Closing Date. . . . 

During the Transition Period, as defined under the APA, plaintiff supplied 

RKW and B.I. with $139,821.20 worth of packaging products, at the request of 

their purchasing agent, Robert Kalatschan. Defendants paid certain invoices 

totaling $94,026.53, leaving a principal balance due of $45,794.67 for orders 

delivered after the commencement of the Transition Period on various dates in 

February, March and September 2020. 

On January 21, 2021, plaintiff filed a complaint against defendants in the 

Law Division seeking a money judgment in the amount of the outstanding 

invoices plus interest based on breach of contract, quantum meruit and unjust 
5 A-1062-22

enrichment. Plaintiff also sought to appoint a statutory receiver and hold 

Ingraldi personally liable for the debt by piercing the corporate veil. 

Plaintiff moved for partial summary judgment seeking payment of the 

principal balance due plus interest. Ingraldi cross-moved for summary judgment 

seeking to dismiss all claims for individual liability against him. On April 8, 

2022, the trial court granted plaintiff's motion for partial summary judgment 

against RKW and B.I. for the principal sum of $45,794.67 only and granted 

defendant Ingraldi's cross-motion dismissing all individual claims against him 

for the reasons set forth in an oral decision. Plaintiff's motion for partial 

summary judgment seeking an award of interest on the principal amount due 

was denied. 

In rendering its decision on the summary judgment motions, the trial court 

concluded RKW and B.I. were responsible for payment on deliveries made 

during the Transition Period since they were running the business under the APA 

at that time, they ordered and accepted deliveries from plaintiff and paid one of 

plaintiff's invoices during the Transition Period by way of a March 6, 2020 

check. The motion record included evidence that during the Transition Period, 

RKW and B.I. were collecting receivables on behalf of Beef and they were 
6 A-1062-22

purchasing products from vendors such as plaintiff prior to the May 13 Closing 

Date in order to ensure a smooth take-over of Beef's operations. 

Plaintiff subsequently filed another motion for partial summary judgment 

requesting an award of interest on the principal sum. Defendants RKW and B.I. 

also cross-moved for summary judgment as to all remaining claims against them. 

In an August 3, 2022 oral decision, the trial court granted plaintiff's motion and 

awarded interest on the principal sum in the amount of $16,452.58 as of May 5, 

plus a daily rate of interest thereafter of $22.58, as against RKW and B.I. The 

trial court also granted defendants' cross-motion for summary judgment 

dismissing all remaining claims against them. The trial court found that since 

the employee who signed the invoices at delivery had apparent authority to do 

so, defendants RKW and B.I. were liable for payment of the interest terms on 

the invoices as part of the continuing transaction between the parties. The 

October 7 final judgment was subsequently entered. 

On December 6, 2022, defendants filed a notice of appeal as to the October 

7 final judgment. On February 3, 2023, the trial court entered an order staying 

collection on the judgment pending appeal and ordering defendants to deposit 

$65,750.17, the principal sum and interest, as bond pursuant to Rule 2:9-6. 
7 A-1062-22

III. 

Defendants argue on appeal that the trial court erred in entering the April 

8, 2022 order for the principal amount outstanding on the invoices for deliveries 

during the Transition Period because plaintiff was neither a party nor a thirdparty beneficiary to the APA. Defendants assert that if they are required to pay 

for orders during the Transition Period, plaintiff would be unjustly enriched. 

Defendants also contend the trial court improperly awarded interest to plaintiff 

on the outstanding principal because the employee on the loading dock that 

accepted the deliveries accompanied by invoices setting forth interest terms did 

not have apparent authority to bind them. 

Our review of a trial court's grant of summary judgment is de novo,

applying the same standard applied by the trial court. Samolyk v. Berthe, 251 

N.J. 73, 78 (2022). As a result, we are tasked with determining "'"whether the 

competent evidential materials presented, when viewed in the light most 

favorable to the non-moving party, are sufficient to permit a rational factfinder 

to resolve the alleged disputed issue in favor of the non-moving party."'" C.V. 

v. Waterford Twp. Bd. of Educ., 255 N.J. 289, 305 (2023) (quoting Samolyk, 

251 N.J. at 78 (quoting Brill v. Guardian Life Ins Co. of Am., 142 N.J. 520, 540 

(1995))). 
8 A-1062-22

"Reviewing appellate courts should 'not disturb the factual findings and 

legal conclusions of the trial judge' unless convinced that those findings and 

conclusions were 'so manifestly unsupported by or inconsistent with the 

competent, relevant, and reasonable credible evidence as to the offend the 

interest of justice.'" Griepenburg v. Twp. of Ocean, 220 N.J. 239, 254 (2015) 

(quoting Rova Farms Resort, Inc. v. Investors Ins. Co., 65 N.J. 474, 483-84 

(1974)). We review questions of law de novo. Rowe v. Bell & Gossett Co., 239 

N.J. 531, 552 (2019). "[A] trial court's interpretation of the law and the legal 

consequences that flow from established facts are not entitled to any special 

deference." Ibid. (quoting Manalapan Realty, L.P. v. Twp. Comm. of 

Manalapan, 140 N.J. 366, 378 (1995)). However, when reviewing the facts of a 

case, we apply a deferential standard to the findings of the trial court. Balducci 

v. Cige, 240 N.J. 574, 594 (2020). 

IV. 

To prevail on a claim for breach of contract, "plaintiff has the burden to 

show that the parties entered into a valid contract, [] the defendant failed to 

perform his obligations under the contract and [] the plaintiff sustained damages 

as a result." Murphy v. Implicito, 392 N.J. Super. 245, 265 (App. Div. 2007). 

"A contract must be sufficiently definite in its terms that the performances to be 
9 A-1062-22

rendered by each party can be reasonably ascertained." Savarese v. Pyrene Mfg. 

Co., 9 N.J. 595, 599 (1952). 

Defendants contend that plaintiff was neither a party to the original 

contract nor an intended third-party beneficiary of the APA and, therefore, 

summary judgment was improvidently granted. Defendants contend the "intent 

of the limited portion for the [APA] was to allow RKW and B.I. to collect 

receivables on behalf of Beef's primary creditor, PNC Bank, N.A." Defendants 

also claim the APA allowed it to "make purchases for products from vendors 

such as [p]laintiff prior to May 13, 2020[,] in preparation for the take-over of 

the operations to ensure a smooth transition." 

We are unconvinced that the trial court erred in granting partial summary 

judgment for the outstanding principal due for deliveries made by plaintiff to 

defendants during the Transition Period. The undisputed facts in the record 

established defendants ordered goods from plaintiff during the Transition 

Period, plaintiff delivered the goods and defendants failed to pay the amount of 

the invoices for goods purchased. Thus, we find no error in the trial court's order 

granting partial summary judgment, as incorporated into the final judgment, 

finding defendants liable to plaintiff for the principal amount of the outstanding 

invoices, which the proofs establish total $45,794.67. In light of our conclusion, 
10 A-1062-22

we need not address plaintiff's alternate argument that it was a third party 

beneficiary of the APA. 

V.

We also find no error in the trial court's entry of the partial summary 

judgment order awarding interest on the outstanding principal due to plaintiff. 

Defendants' receipt of the invoices setting forth the cost of the goods received 

and stating there will be a "1.5% monthly charge added to all items unpaid 

within terms" coupled with several payments of invoices for goods delivered 

during the Transition Period establishes liability for interest on the outstanding 

balance. 

Defendants contend they never agreed to pay plaintiff interest on any 

outstanding invoices. They also argue the delivery receipts were not signed by 

defendants' officers, members, or owners but, instead, the receipts were signed 

by low-level employees who happened to be working on the loading dock during 

those specific deliveries. We are unconvinced. 

The undisputed facts in the record establish that defendants' employees 

had apparent authority to bind RKW and B.I. through accepting deliveries of 

goods which were accompanied by invoices containing the interest terms. 

Apparent authority is established when a principal acts in a manner that conveys 
11 A-1062-22

to a third party an agent has authority to act. Lampley v. Davis Mach. Corp., 

219 N.J. Super. 540, 548 (App. Div. 1987) (quoting Lewis v. Travelers Ins. Co., 

51 N.J. 244, 250-51 (1968)). See Restatement (Second) of Agency § 8 & cmt. 

a (Am. L. Inst. 1958). 

When deliveries were made by plaintiff to RKW and B.I., the goods were 

accepted, and invoices containing the interest terms were signed for and received 

by defendants' representatives. Acceptance of the deliveries paired with the 

invoices conveyed to plaintiff that RKW and B.I.'s employee had authority to 

bind them to the invoice terms. Neither the goods nor the invoices were ever 

rejected by any representative of RKW or B.I. 

Defendants also accepted the invoices, which including the stated interest 

fee term on late payments, by paying the outstanding balance after receiving an

invoice on more than one occasion. Based on these uncontested facts, the trial 

court properly found there were no genuine issues of material fact precluding 

the entry of partial summary judgment awarding interest on the outstanding 

principal. Thus, entry of final judgment memorializing the trial court's prior 

orders holding RKW and B.I. liable for payment to plaintiff of the outstanding 

principal on the invoices plus interest is supported by the record. 
12 A-1062-22

We remand to the trial court to vacate its order staying collection of the 

judgment. 

Affirmed.