1

NOT FOR PUBLICATION [Dkt. No. 271, 304] 

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF NEW JERSEY

CAMDEN VICINAGE

Appearances

Samuel M. Silver 

2050 Route 27, Suite 105 

North Brunswick, NJ 08902 

 Attorneys for Plaintiff 

Eugene M. Rondeau 

Attorneys at Law 

1410 Hooper Ave., 2nd Floor 

Toms River, NJ 08753 

 Attorneys for Defendant 

Bumb, UNITED STATES DISTRICT JUDGE: 

In this action, Plaintiff Financial Casualty & Surety, Inc. 

(“FCS”), a Texas corporation, asserts claims against a number of 

defendants, including Defendant Jeanne Rondeau (“Rondeau”), for 

breach of contract. Rondeau has moved for summary judgment 

arguing that she is not personally liable under the contract at 

issue because she only signed it in her corporate capacity as a 

FINANCIAL CASUALTY SECURITY 

COMPANY, INC., 

 Plaintiff, 

v. 

JAMES V. MASCOLA, et al., 

 Defendants. 

Civil No. 1:11-cv-04316 

(RMB/JS) 

OPINION 
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member of a limited liability company (“LLC”).1 For the reasons 

set forth below, Rondeau’s motion is granted. 

I. BACKGROUND

Rondeau was a member of A1 Bail 4U LLC (“A1 Bail”), a New 

Jersey limited liability company that operated as a bail bond 

agency in New Jersey. [Docket No. 271, Jeanne Rondeau Affidavit 

at 17]. 

On or about November 21, 2008, FCS entered into a SubProducer Bail Bond agreement (the “Agreement”). [Docket No. 278, 

Exhibit A-1 (“Agreement”) at ¶ 4]. Importantly, the Agreement 

contains a choice-of-law provision in which FCS may elect to 

have disputes concerning the Agreement decided under Texas law. 

[Agreement at ¶ 28 (“At the discretion of [FCS], the Agreement 

is to be interpreted in accordance with the laws of the State of 

Texas, where company is based, or of the Sub-Producer’s home 

state.”)]. 

The Agreement begins by identifying “Jeanne Rondeau 

A1BAIL4U, LLC” as the relevant Sub-Producer. [Docket No. 278, 

Ex. A-1 at 4. (the “Agreement”)(“Jeanne Rondeau A1BAIL4U, LLC 

(hereinafter ‘Sub-Producer’)]. The following paragraph, in 

contrast, states, “The term ‘Sub-Producer’ shall collectively 

refer to Jeanne Rondeau and/or A1BAIL4U”. [Agreement at ¶ 1]. 

                                                           

1 Plaintiff has also moved for leave to file a sur-reply brief on choice 

of law principles. [Docket No. 304]. That motion is GRANTED.
3

Under the terms of the Agreement, the Sub-Producer was 

authorized to issue bail bonds with FCS as surety. [Agreement at 

¶ 17]. The “Sub-Producer” also agreed to indemnify any and all 

liability arising from the Agency Agreement. [Id.] 

The Agreement has two sections requiring the Sub-Producer’s 

signature. [Agreement at 13-16]. The first signature block is 

pre-typed with “SUB-PRODUCER Jeanne Rondeau.” [Agreement, at 

13]. The second is pre-typed with “Sub-Producer: Jeanne 

Rondeau.” [Agreement at 16.] A1 Bail was not identified as the 

Sub-Producer in any signature block. In each signature block, 

Rondeau signed “Jeanne Rondeau, Member A1 Bail 4U.” [Id.]. 

At some point in 2010, Rondeau left A1 Bail. [Docket No. 

271, p. 20, ¶ 14]. FCS subsequently filed suit in federal 

court, claiming diversity jurisdiction seeking indemnity under 

the Agreement from Rondeau personally for outstanding bail bond 

forfeiture debts. See [Docket No. 278 at 1]. FCS maintains that 

Texas law should govern the dispute due to the Texas choice-oflaw provision within the Agreement. FCS argues that, under Texas 

law, Rondeau personally guaranteed the contractual obligations 

of A1 Bail. Rondeau argues that New Jersey law should apply and, 

under New Jersey law, she is not personally liable. Rondeau 

argues that she is entitled to summary judgment on this ground. 

II. LEGAL STANDARD
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Summary judgment is appropriate where there is no genuine 

issue as to any material fact and the moving party is entitled 

to judgment as a matter of law. Fed. R. Civ. P. 56; Celotex Corp 

v. Cartrett, 477 U.S. 317, 323 (1986). To avoid summary 

judgment, the non-moving party must “go beyond the pleadings and 

by her own affidavits, or by the depositions, answers to 

interrogatories, and admissions on file, designate specific 

facts showing that there is a genuine issue for trial.” Celotex 

Corp., 477 U.S. at 324. A genuine issue of material fact is one 

that will permit a reasonable jury to return a verdict for the 

nonmoving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 

248 (1986). In evaluating the evidence, the Court must view the 

inferences to be drawn in the light most favorable to the 

nonmoving party. Curley v. Klem, 298 F. 3d 271, 276-77 (3d Cir. 

2002). 

III. ANALYSIS

Because this Court sits in diversity and the parties 

dispute whether Texas or New Jersey law applies, this Court must 

apply New Jersey choice-of-law rules to determine which state’s 

laws govern. See Gibbs ex rel. Gibbs v. Carnival Cruise Lines, 

314 F.3d 125, 131 (3d Cir.2002) (citing Klaxon Co. v. Stentor 

Elec. Mfg. Co., Inc., 313 U.S. 487 (1941)). Under New Jersey 

law, where, as here, there is a contractual choice of law 

provision, courts follow a two-step inquiry considering whether: 
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(1) there is an actual conflict between the laws of the two 

states; and (2) if there is a conflict, whether the choice-oflaw provision in the contract should be enforced. See Kramer v. 

Ciba-Geiby Corp. 854 A.2d 948, 958 (N.J. Super. Ct. App. Div. 

2004) (citing Gantes v. Kason Corp., 679 A.2d 106 (N.J. 1996). 

This Court addresses each step of the analysis in turn. 

A. Step 1: Whether There Is a Conflict Between New Jersey 

and Texas Law 

The parties do not dispute that, under Texas law, Rondeau’s 

signature would personally bind her under the contract. Under 

New Jersey law, in contrast, Rondeau would not be personally 

liable. New Jersey law requires clear and explicit evidence of a 

party’s intent to bind herself personally. See Home Buyers 

Warranty v. Roblyn Dev. Corp., MER-L-464-05, 2006 WL 2190742, at 

*5 (N.J. Super. Ct. App. Div. Aug. 4, 2006) (requiring “clear 

and explicit evidence of [the party’s] intention to bind 

[themselves] personally”). That clear and explicit intent can 

generally be demonstrated by having the corporate officer sign 

twice – once in the officer’s corporate capacity and once in the 

officer’s individual capacity. See City of Millville v. Rock, 

683 F.Supp. 2d 319, 327 (D.N.J. 2010). 

Because the Sub-Producer definition was ambiguous, 

alternating between “Rondeau A1Bail4U” and “Rondeau and/or 

A1Bail4U,” and because Rondeau signed each Sub-Producer 
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signature block only once and indicated “member A1 Bail 4U” with 

each signature, there is no clear and explicit evidence that 

Rondeau intended to waive her personal immunity. 

While FCS argues that the signature block listing of only 

Rondeau’s name is suggestive of an intent to bind Rondeau 

personally, that evidence is still far too ambiguous to overcome 

the high burden of demonstrating a clear intent to relinquish 

personal immunity.2

 Accordingly, New Jersey and Texas law 

conflict in the treatment of Rondeau’s personal liability and 

this Court must proceed to step two of the choice-of-law 

analysis and determine whether the choice-of-law clause in the 

Agreement should be enforced. 

B. Step 2: Whether the Choice of Law Provision Should Be 

Enforced 

For step two of the analysis, New Jersey follows the Second 

Restatement of Conflict of Laws, which provides that a choiceof-law clause will be enforced unless either: 

(a) the chosen state has no substantial relationship 

to the parties or the transaction and there is no 

                                                           

2

 FCS relies heavily on Yardley Travel Ltd. v. Betar, A-570-09T1, 2012 WL 

2737802 (N.J. Super. Ct. App. Div. July 10, 2012) in arguing that Rondeau 

would be personally liable under New Jersey law. In Yardley, a corporate 

officer was found to have released both his personal claims and the claims 

of his company when he signed two release agreements notwithstanding the 

fact that he signed as officer of the company and the agreements did not 

specifically reference him personally releasing any claims. Id. at *15. 

Yardley is inapposite in three key respects: (1) Yardley dealt with the 

release from liability by a corporate officer in his personal capacity, 

not the inadvertent imposition of liability on a corporate officer; (2) 

there was evidence of prior oral agreements in which the officer at issue 

agreed to personally release any claims; and, (3) there was evidence that 

the officer did not, in fact, have the authority to bind the corporation 

and therefore could only have been releasing his own claims. Id.
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other reasonable basis for the parties' choice; 

or, 

(b) application of the law of the chosen state would 

be contrary to a fundamental policy of a state 

which has a materially greater interest than the 

chosen state in the determination of the 

particular issue and which, under the rule of § 

188, would be the state of the applicable law in 

the absence of an effective choice of law by the 

parties. 

Instructional Systems, Inc. v. Computer Curriculum Corp., 614 

A.2d 124, 133 (citing to RESTATEMENT (SECOND) OF CONFLICT OF LAWS § 

187(2) (West 1971)). 

The first exception listed in the Restatement approach does 

not apply because FCS is headquartered in Texas, giving Texas 

law a substantial relationship to the parties. Instructional 

Systems, 614 A.2d at 133 (finding that the plaintiff being 

domiciled in the state listed in the choice-of-law provision 

constituted a substantial relationship); RESTATEMENT (SECOND) OF 

CONFLICT OF LAWS § 187 cmt. f (1971). 

For the second exception to apply, this Court must find: 

(1) New Jersey law has a materially greater interest than Texas 

in the determination of the particular issue; (2) the 

application of Texas law would be contrary to a fundamental 

policy of New Jersey; and (3) under the general choice of law 

factors in § 188 of the Restatement, New Jersey law applies. See 

Newcomb v. Daniels, Saltz, Mongeluzzi, & Barrett, 847 F.Supp. 
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1244, 1248 (D.N.J. 1994). The Court addresses each point in 

turn. 

1. New Jersey Has a Materially Greater Interest than 

Texas 

Factors considered in determining which forum has a 

materially greater interest include the place of negotiation, 

place of execution, place of performance, citizenship of the 

parties, and the policy behind the law at issue. See Actega 

Kelstar, Inc. v. Musselwhite, 09-1255, 2010 U.S. Dist. LEXIS 

18801 at *9 (D.N.J. March 2, 2010) (citing TransPerfect 

Translations, Inc. v. Leslie, 594 F. Supp. 2d 742, 751 (S.D. 

Tex. 2009)); See also Business Incentives Co., Inc. v. Sony 

Corp. of America, 397 F.Supp. 63, 67 (S.D.N.Y. 1975); Winer 

Motors, 506 A.2d 817 (reasoning that New Jersey's interest in 

the particular contract was greater than Connecticut's interest 

because the franchisee was located in New Jersey). 

Aside from the choice-of-law provision, the only contact 

with Texas is that FCS is domiciled there. There is no evidence 

that Texas has any strong interest in having its law apply to 

the dispute. New Jersey, on the other hand, has far greater 

contacts. FCS is a New Jersey licensed insurance company, 

Rondeau and A1 Bail are New Jersey citizens, the contract was 

negotiated and executed in New Jersey, and the contract was 

performed in New Jersey. And as discussed below, New Jersey has 
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a strong interest in protecting its citizens from incurring 

individual liability inadvertently. Because New Jersey has a 

greater connection with the litigation, and a strong public 

policy interest, New Jersey has a materially greater interest in 

the determination of this particular issue. 

2. Liability Would Violate a Fundamental New Jersey Policy

There is no exact definition or detailed statement to 

describe situations where a “fundamental policy” is found to 

exist. RESTATEMENT (SECOND) OF CONFLICT OF LAWS § 187 cmt. g (1973). 

Courts, in defining what a fundamental policy entails, have 

looked to statutes, court decisions, and court rules. Federal 

and state courts have found fundamental policies in a number of 

different areas, including the regulation of contingency fee 

agreements, protection of franchisees, regulation of loan 

interest rates, reducing government waste, and the protection of 

consumers in installment purchases.3

 For three reasons, the Court 

                                                           

3

 Winer Motors, 506 A.2d at 821 (finding that Connecticut, through 

legislation, had “overriding interest in the fair treatment of its 

franchisees” despite a similar New Jersey statute); Kaneff v. Del. Title 

Loans, Inc., 587 F.3d 616, 624 (3d Cir. 2009) (finding “Pennsylvania's 

interest in the dispute, particularly its antipathy to high interest rates 

such as the 300.01 percent interest charged in the contract at issue, 

represents such a fundamental policy”) (citing Pa. Dept. of Banking v. 

NCAS of Delaware, LLC, 948 A.2d 752, 754 (Penn. 2008)); E-Rate Consulting, 

Inc. v. Harrisburg Sch. Dist., 04-5258, 2006 U.S. Dist. LEXIS 93929 at 

*29-31 (D.N.J. Dec. 18, 2006) (holding that notwithstanding similar New 

Jersey statute, Pennsylvania laws aimed at increasing oversight and 

accountability in educational related contracts would be contravened by 

applying New Jersey law because “[r]educing government waste and 

corruption is surely a fundamental policy of any state”); Turner v. 

Aldens, Inc., 433 A.2d 439, 442 (N.J. Super. Ct. App. Div. 1981) (holding 

that honoring the contract’s choice-of-law provision would contravene 
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concludes that protecting individuals acting on behalf of their 

company from unintended liability is a fundamental policy of the 

New Jersey. 

First, the New Jersey legislature has recognized the 

important of this interest by affording significant protection 

to corporate officers and members against personal liability.4

The framework adopted by the New Jersey legislature provides 

that: 

Except as otherwise provided by this act, the debts, 

obligations and liabilities of a limited liability 

company. . . . shall be solely the debts, obligations 

and liabilities of the limited liability company; and 

no member, manager, employee or agent of a limited 

liability company shall be obligated personally for 

any such debt, obligation or liability of the limited 

liability company. . . . by reason of being a member, 

or acting as a manager, employee or agent of the 

limited liability company. 

N.J. Stat. Ann. §42:2B-23 (West 1994). 

Second, New Jersey courts’ decisions evidence that this is 

a fundamental policy. New Jersey courts have both acknowledged 

the weight of this statutory framework in their own decision 

making and crafted common law protections, like the two 

                                                                                                                                                                                               

strong New Jersey policy in protecting consumers as intended by the Retail 

Installment Sales Act, N.J. Stat. Ann. § 17:16C-1 et seq. (West 1981)). 

4

 While Texas similarly provides protection to members of LLCs against 

individual liability, numerous cases have found a fundamental policy to be 

contravened notwithstanding a similar statute in the state indicated by 

the choice-of-law provision. See supra note 3; Tex. Bus. Orgs. Code Ann. § 

101.144 (West 2006)(“Except as and to the extent the company agreement 

specifically provides otherwise, a member or manager is not liable for a 

debt, obligation, or liability of a limited liability company, including a 

debt, obligation, or liability under a judgment”). 
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signature requirement described above, to insulate individuals 

from unintended corporate liability. See NYDIC Mgmt. Servs., LLC 

v. DS Montvale, LLC, A02473-06T2, 2008 N.J. Super. Unpub. LEXIS 

1054 at *3 (N.J. Super. Ct. App. Div. Nov. 8, 2007) (noting the 

Court was persuaded by “the statutory protection provided to the 

members of such companies against personal responsibility for 

the debts of the companies” in N.J. Stat. Ann. § 42:2B-23). 

Third, a revision to the statutory code, set to take full 

effect in March 2014, reaffirms the fundamental nature of New 

Jersey’s policy of protecting corporate officers from personal 

liability. The revised language closely tracks the current 

statute, but specifically adds: 

The failure of a limited liability company to observe 

any particular formalities relating to the exercise of 

its powers or management of its activities is not a 

ground for imposing liability on the members or 

managers for the debts, obligations, or other 

liabilities of the company. 

 

N.J. Stat. Ann. § 42:2C-30 (West 2013) (emphasis added). 

This new language reiterates the strength of this policy and New 

Jersey’s reticence in imposing unforeseen personal liability on 

LLC members acting on behalf of their companies. 

Because it is a fundamental policy of New Jersey to protect 

individuals from inadvertent corporate liability, and Texas law 

would find Rondeau liable under ambiguous circumstances, 
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application of Texas law would violate a fundamental policy of 

the state of New Jersey. 

3. New Jersey is Otherwise the State of Applicable Law

New Jersey would also be the state of applicable law in the 

absence of an effective choice-of-law provision in the contract. 

The factors for consideration are outlined in Section 188 of the 

Second Restatement. They include: (a) the place of contracting; 

(b) the place of negotiation of the contract;(c) the place of 

performance;(d) the location of the subject matter of the 

contract; and, (e) the domicile, residence, nationality, place 

of incorporation and place of business of the parties. RESTATEMENT 

(SECOND) OF CONFLICT OF LAWS § 188 (West 1973). 

This analysis closely mirrors the determination of which 

state has a materially greater interest discussed above. For 

those same reasons, New Jersey would be the state of applicable 

law rather than Texas. The place of contracting, negotiation, 

and performance are all in New Jersey. The subject matter of 

the contract is the issuance of bonds in New Jersey and the 

Defendant and A1 Bail are residents of New Jersey. The only 

contact with Texas is that FCS is domiciled there. This lone 

contact is outweighed by the numerous connections the parties 

and contract have with New Jersey. 

IV. Conclusion
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For the reasons discussed above, there is a genuine 

conflict between New Jersey and Texas law regarding the 

imposition of liability on corporate members, and the 

enforcement of the Agreement’s choice-of-law provision would 

violate a fundamental policy of New Jersey. Accordingly, New 

Jersey law should govern this dispute. 

Under New Jersey law, Rondeau did not explicitly and 

clearly express an intention to make herself personally liable 

in the contract. Therefore, her one signature as a member of A1 

Bail cannot be construed to bind both A1 Bail and herself 

personally. Defendant’s motion for summary judgment is therefore 

GRANTED. 

s/Renée Marie Bumb 

 RENÉE MARIE BUMB 

 United States District Judge 

Date: July 19, 2013