SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-4725-18T2

FOULKE MANAGEMENT 

CORPORATION,

Plaintiff-Appellant,

v.

DOMESTIC LINEN SUPPLY CO.,

INC., a New Jersey Corporation,

Defendant-Respondent.

_____________________________

FOULKE MANANGEMENT 

CORPORATION,

Plaintiff,

v.

DOMESTIC LINEN SUPPLY CO., 

INC., a Pennsylvania Corporation, 

and AMERICAN ARBITRATION 

ASSOCIATION,

Defendants.

_____________________________

Argued January 28, 2020 – Decided March 5, 2020

NOT FOR PUBLICATION WITHOUT THE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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A-4725-18T2

Before Judges Yannotti and Firko.

On appeal from the Superior Court of New Jersey, Law 

Division, Camden County, Docket Nos. L-4057-13 and 

L-2354-14.

Laura D. Ruccolo argued the cause for appellant 

(Capehart & Scatchard PA, attorneys; Laura D. 

Ruccolo and Laura M. Danks, on the briefs).

Joseph D. Di Guglielmo argued the cause for 

respondent (Burton Neil & Associates, and Joseph D. 

Di Guglielmo, attorneys; Joseph D. Di Guglielmo, of 

counsel and on the brief).

PER CURIAM

This matter is before us for the third time. Plaintiff Foulke Management 

Corporation (Foulke) appeals from an order entered by the trial court on March 

25, 2019 finding Foulke entered into contracts with Domestic Linen Supply Co., 

Inc. (Domestic PA) and an order entered on June 19, 2019, which compelled 

Foulke to arbitrate its dispute with defendant, Domestic PA. We affirm both 

orders.

I.

We derive the following facts from the parties' motion papers and the facts 

established at the evidentiary hearing. There are two businesses with the name 

Domestic Linen Supply Co., Inc. One of those businesses is a New Jersey 
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A-4725-18T2

corporation, Domestic Linen NJ, and the other is a Pennsylvania corporation 

that is authorized to conduct business in New Jersey, Domestic Linen PA.

Foulke engaged in three automobile dealerships known as Cherry Hill 

Triplex, Cherry Hill Dodge, and Cherry Hill Mitsubishi. In March of 2010, 

Foulke entered into three uniform supply service contracts with an entity called 

Domestic Linen Supply Co., Inc. to rent uniforms for its businesses. All three 

contracts list Domestic PA's address as Philadelphia, Pennsylvania, and require 

arbitration of disputes when the amount in controversy exceeds $10,000. The 

contracts state that they should be construed in accordance with Pennsylvania 

law, and notices should be sent to the company's manager in Philadelphia. 

In 2013, Foulke filed a complaint against Domestic Linen NJ, in which it 

asserted claims of breach of contract, common law fraud, and violations of the 

New Jersey Consumer Fraud Act.

1

 Domestic Linen NJ filed a motion to dismiss 

the complaint, arguing that Foulke entered into the contracts with Domestic 

Linen PA, not Domestic Linen NJ. The prior trial judge did not rule on that 

issue and ordered Foulke to arbitrate the dispute, as required by the agreements 

set forth in the contracts.

1

 N.J.S.A. 56:8-1 to -210.
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A-4725-18T2

Domestic Linen PA then filed a demand for arbitration, asserting it was 

the party that entered into the subject contracts with Foulke. In response, Foulke 

filed an action to enjoin the arbitration proceeding on the ground that another

trial judge had ruled that Domestic Linen NJ was the proper contracting party. 

The prior trial judge restrained Domestic Linen PA from proceeding with the 

arbitration. Domestic Linen PA appealed that decision.

We reversed both orders, consolidated the cases, and remanded to the trial 

court for an evidentiary hearing to determine whether Domestic Linen PA or 

Domestic Linen NJ was the party with whom Foulke had entered into the 

contracts. Foulke Mgmt. Corp. v. Domestic Linen Supply Co., No. A-0752-14 

(App. Div. Mar. 14, 2016).

On remand, the prior trial judge did not comply with our mandate and 

issued an order on February 2, 2018, compelling a jury trial to determine the 

proper parties. He also denied Domestic NJ's motion for reconsideration on 

March 15, 2018. We reversed and vacated the February 2, 2018 and March 15, 

2018 orders and remanded to the trial court for a non-jury evidentiary hearing

on the issue as to which defendant was the party to the contract with Foulke. 

Foulke Mgmt. Corp. v. Domestic Linen Supply Co., No. A-3219-17 (App. Div. 

Dec. 5, 2018).
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A-4725-18T2

On the second remand, a different trial judge conducted an evidentiary 

hearing on February 22, 2019. In a March 22, 2019 oral opinion, the trial judge

found that Foulke's service manager, Joe Scicili, now deceased, negotiated three 

uniform rental agreements with Domestic PA's service manager, Lawrence

Messineo. The trial court also found that William Kopp, Foulke's general 

manager and representative, "signed each agreement but never read page [two]

which contains both a choice of law clause (Pennsylvania) and arbitration 

clause." In conclusion, the judge found Foulke entered into the contracts with 

Domestic PA. 

In an April 18, 2019 order, the trial judge permitted Foulke to file a motion 

for leave to file and serve an amended complaint to bring its claims against 

Domestic PA applying retroactively to the initial filing date of the complaint in 

2013. The motion was granted, and Foulke filed its amended complaint on April 

2, 2019. Domestic PA then moved to dismiss the complaint and compel 

arbitration as per the arbitration provisions set forth in the contracts. On June 

19, 2019, the trial judge ordered the parties to arbitrate their dispute and 

dismissed the complaint.

The contracts include an arbitration clause at paragraph fifteen, which 

states:
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A-4725-18T2

In the event of any controversy or claim in excess of 

$10,000.00 arising out of or relating to this agreement,

including but not limited to questions regarding the 

authority of the persons who have executed this 

agreement, the question, controversy or dispute shall be 

submitted to and settled by arbitration to be held in the 

city closest to the city in which the branch office of the 

[c]ompany which serves the [c]ustomer is located. Said 

arbitration shall be held in accordance with the then 

prevailing commercial arbitration rules of the 

American Arbitration Association [(AAA)] except any 

rules which require the parties to use the [AAA] as their

sole [a]rbitration [a]dministrator. Judgment upon and

award rendered by the arbitrator may be entered in any

court having jurisdiction thereof. The filing party may 

use either court or arbitration where the claim is less 

than $10,000.00. Venue for any court proceeding shall 

be in the county of the [c]ompany's branch office

servicing the [c]ustomer. The judge or arbitrator shall

include as part of the award all costs including

reasonable attorney fees and arbitration fees of the nonbreaching party where it is determined that one of the 

parties has breached the agreement.

Foulke argued that it was not made aware of these terms and signed the 

contracts, but Kopp, its signatory, did not read the second page where the 

arbitration clause was printed. Additionally, Foulke argued that the arbitration 

clause was unconscionable and lacked mutual assent. Domestic argued that both 

the Federal Arbitration Act (FAA), 9 U.S.C. §§ 1 to 16, and the New Jersey 

Arbitration Act, N.J.S.A. 2A:23B-1 to -32. controlled, thus the arbitration 

agreement here was enforceable.
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A-4725-18T2

In his June 19, 2019 oral opinion, the trial judge found there was mutual 

assent and waiver of the statutory right to adjudicate the parties' dispute in court. 

The judge also explained there was "plain meaning in the language" that claims 

in excess of $10,000 shall be settled by arbitration with the AAA. However, the 

judge noted that "[t]he filing party may use either court or arbitration where the 

claim is less than $10,000." In conclusion, the judge stated that these parties are 

"two rather large companies with experience in the area of contracting" and 

"experience in the area of arbitration clauses."

On appeal, Foulke argues that: (1) the arbitration agreement is 

unenforceable because there was no mutual assent; (2) it was not provided with 

proper notice of the arbitration agreement; (3) the arbitration language does not 

address statutory claims; (4) the arbitration agreement is unconscionable and 

was fraudulently induced; (5) the trial court erred by admitting parol evidence 

to "reform" the agreement and by permitting "surprise witnesses" to testify at 

the hearing; and (6) the trial court's finding that Domestic PA is the contracting 

party is against the weight of the evidence.

II.

We apply a de novo standard when reviewing a motion judge's 

determination of the enforceability of a contract. Goffe v. Foulke Mgmt. Corp., 
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A-4725-18T2

238 N.J. 191, 207 (2019). When reviewing arbitration clauses within contracts, 

"[t]he enforceability of arbitration provisions is a question of law; therefore, it 

is one to which we need not give deference to the analysis by the trial court 

. . . ." Ibid.

We begin by recognizing the Federal and New Jersey Arbitration Acts 

express a general policy favoring arbitration. Atalese v. U.S. Legal Servs. Grp., 

L.P., 219 N.J. 430, 440 (2014); see also 9 U.S.C. §§ 1 to 16; N.J.S.A. 2A:23B1 to -32. "The public policy of this State favors arbitration as a means of settling 

disputes that otherwise would be litigated in a court." Badiali v. N.J. Mfrs. Ins. 

Grp., 220 N.J. 544, 556 (2015) (quoting Cty. Coll. of Morris Staff v. Cty. Coll. 

of Morris Staff Ass'n, 100 N.J. 383, 390 (1985)). Although enforcement is 

generally favored, it "does not mean that every arbitration clause, however 

phrased, will be enforceable." Atalese, 219 N.J. at 441.

A valid arbitration clause "must state its purpose clearly and 

unambiguously." Id. at 435. Further, an arbitration agreement "must be the 

product of mutual assent," which "requires that the parties have an 

understanding of the terms to which they have agreed." Id. at 442 (quoting 

NAACP of Camden Cty. E. v. Foulke Mgmt., 421 N.J. Super. 404, 424 (App. 

Div. 2011)).
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A-4725-18T2

Our Supreme Court clearly set forth that a party "cannot be required to 

arbitrate when it cannot fairly be ascertained from the contract's language that 

[he or] she knowingly assented to the provision's terms or knew that arbitration 

was the exclusive forum for dispute resolution." Kernahan v. Home Warranty 

Adm'r of Fla., Inc., 236 N.J. 301, 322 (2019).

In its brief, Foulke contends the reverse sides of the contracts contain 

paragraphs five through twenty-one, mostly consisting of small font letters with 

no headings. Kopp testified that he did not see the back of the contracts and did 

not read, sign, or initial them. Foulke also asserts that the arbitration agreement 

language fails to state clearly that it was waiving its right to a jury trial.

The FAA governs the enforceability of arbitration agreements in contracts 

involving interstate commerce. Section two of the FAA states:

A written provision in . . . a contract evidencing a 

transaction involving commerce to settle by arbitration 

a controversy thereafter arising out of such contract or 

transaction, or the refusal to perform the whole or any 

part thereof . . . shall be valid, irrevocable, and 

enforceable, save upon such grounds as exist at law or 

in equity for the revocation of any contract.

[9 U.S.C. §2]

We have stated that "New Jersey law comports with its federal counterpart 

in striving to enforce arbitration agreements." Foulke, 421 N.J. Super. at 424. 
10 A-4725-18T2

"An agreement relating to arbitration should thus be read liberally to find 

arbitrability if reasonably possible." Ibid. (quoting Frumer v. Nat'l Home Ins., 

420 N.J. Super. 7 (App. Div. 2011)). 

"An agreement to arbitrate, like any other contract, 'must be the product 

of mutual assent, as determined under customary principles of contract law.'" 

Atalese, 219 N.J. at 442 (citation omitted). "This requirement of a 'consensual 

understanding' about the rights of access to the courts that are waived in the 

agreement has led our courts to hold that clarity is required." Moore v. Woman 

to Woman Obstetrics & Gynecology, L.L.C., 416 N.J. Super. 30, 37 (App. Div. 

2010) (citation omitted).

"By its very nature, an agreement to arbitrate involves a waiver of a party's

right to have [its] claims and defenses litigated in court." Atalese, 219 N.J. at 

442 (citation omitted). However, "an average member of the public may not 

know—without some explanatory comment—that arbitration is a substitute for 

the right to have one's claim adjudicated in a court of law." Ibid.

Here, paragraph fifteen of the agreement expressly instructed the parties 

to choose between court or arbitration where the claim is less than $10,000, but 

states that in the event of any controversy or claim in excess of $10,000, as in 

the case here, the controversy or dispute shall be submitted to and settled by 
11 A-4725-18T2

arbitration. Moreover, the section states that the arbitration shall be held in 

accordance with the then prevailing commercial arbitration rules of the AAA.

Furthermore, paragraph fifteen emphasized that judgment upon any award 

rendered by the arbitrator may be entered in any court having jurisdiction. And, 

venue for arbitration was the city closest to the city in which the branch office 

of the company which serves the customer is located.

Unlike the plaintiff in Atalese, neither Foulke nor Domestic PA's 

representatives were "an average member of the public." Ibid. Kopp was 

sophisticated enough to serve as Foulke's general manager for three automobile 

dealerships since 2001. Furthermore, Kopp testified that in 2009, he was 

personally involved in addressing "consumer complaints that result in 

litigation," and "had been involved in several arbitrations with dissatisfied 

customers." He testified on behalf of Foulke in other matters in support of 

enforcing arbitration clauses, before he executed the agreements at issue in this 

case.

Moreover, Kopp admitted he read paragraph four of the contracts, which 

states "[t]he [c]ustomer also warrants that he has read the entire contract, front 

and back . . . ." We note this was not "a consumer contract of adhesion where 

[one party] . . . possessed superior bargaining power and was the more 
12 A-4725-18T2

sophisticated party in the transaction." Delta Funding Corp. v. Harris, 189 N.J. 

28, 40 (2006). Rather, it was a negotiated agreement between sophisticated 

business entities where the owners' representatives chose arbitration. 

Additionally, Kopp assented to the terms of the contracts upon the 

recommendation of Scicili, who negotiated the contracts on behalf of Foulke

with Domestic PA.

Nonetheless, Foulke incorrectly claims this case resembles Atalese. In 

Atalese, a consumer seeking debt relief entered into a contract containing an 

arbitration provision which "made no mention that plaintiff waived her right to 

seek relief in court." 219 N.J. at 435, 437. The Court held "[t]he absence of any

language in the arbitration provision that plaintiff was waiving her statutory 

right to seek relief in a court of law renders the provision unenforceable." Id. at 

436. Here, the contracts made clear that Foulke was choosing arbitration for 

claims in excess of $10,000 rather than seeking relief in court.

The Court "emphasize[d] that no prescribed set of words must be included 

in an arbitration clause to accomplish a waiver of rights." Id. at 447. "Whatever 

words" are chosen, "they must be clear and unambiguous that a consumer is 

choosing to arbitrate disputes rather than have them resolved in a court of law." 

Ibid. "[T]he parties must know that there is a distinction between resolving a 
13 A-4725-18T2

dispute in arbitration and in a judicial forum." Id. at 445. Here, the contracts 

informed the parties there was a distinction between resolving certain disputes 

in arbitration and in court.

"In Atalese, the Court provided several examples of language sufficient to 

meet these expectations." Barr v. Bishop Rosen & Co., 442 N.J. Super. 599, 

606 (App. Div. 2015). The Court noted our Griffin decision "upheld an 

arbitration clause, which expressed that '[b]y agreeing to arbitration, the parties 

understand and agree that they are waiving their rights to maintain other 

available resolution processes, such as a court action or administrative 

proceeding, to settle their disputes.'" Atalese, 219 N.J. at 445 (alteration in 

original) (quoting Griffin v. Burlington Volkswagen, Inc., 411 N.J. Super. 515, 

518 (App. Div. 2010)). Like the arbitration clause approved in Griffin and 

Atalese, the arbitration provision here made clear the parties were choosing to 

use arbitration to solve their disputes in excess of $10,000 rather than a court 

action.

The Court also cited another example, where the arbitration clause stated,

"the plaintiff agreed 'to waive [her] right to a jury trial,'" id. at 444 (alteration in 

original) (citation omitted), and a third example where the arbitration clause 

stated: "Instead of suing in court, we each agree to settle disputes . . . only by 
14 A-4725-18T2

arbitration," where "[t]here's no judge or jury." Id. at 445 (citation omitted). 

The Court stated an arbitration "clause, at least in some general and sufficiently 

broad way, must explain that the plaintiff is giving up her right to bring her 

claims in court or have a jury resolve the dispute." Id. at 447.

Foulke relies on this last phrase and argues that mutual assent requires

that the parties have full knowledge of the terms they agreed upon. Here, the 

arbitration clause amply notifies the parties that their claims are arbitrable if the 

amount in dispute exceeds $10,000. Moreover, the Court approved both 

Griffin's reference to the right to bring claims in court and other examples 

referring to the right to have a jury. Id. at 444-46. The Court stated Griffin and 

the other examples "show that, without difficulty and in different ways, the point 

can be made that by choosing arbitration one gives up the 'time-honored right to 

sue.'" Id. at 445.

Atalese simply requires a contract "to explain in some minimal way that 

arbitration is a substitute for a consumer's right to pursue relief in a court of law

. . . ." Morgan v. Sanford Brown Inst., 225 N.J. 289, 294 (2016). In Morgan, 

the plaintiffs—students—complained "they did not know that the arbitration 

provision denied them their right of access to a judicial forum and to a jury trial." 

Id. at 300-01. The Court noted the provision did not "explain that arbitration is 
15 A-4725-18T2

a substitute for bringing a claim before a court or jury." Id. at 306. The Court 

reiterated that "[n]o magical language is required to accomplish a waiver of 

rights in an arbitration agreement" and again cited the arbitration clause in 

Griffin, which did not mention a jury. Id. at 309.

Thus, we reject Foulke's claim that the contracts' arbitration clause cannot 

be enforced because it did not also advise about a right to a jury trial. Neither 

Foulke nor Domestic PA claims to be ignorant that waiver of the right to seek 

relief in court would waive the component right to a jury, and they are not 

consumers.

We are satisfied that the arbitration provision here dictated it would be 

conducted under a specified set of rules, namely the AAA, which sophisticated 

parties, such as Foulke and Domestic PA, could consult if needed. Foulke 

argues its sophistication must be construed under Garfinkel v. Morristown 

Obstetrics Gynecology Assocs., P.A., 168 N.J. 124 (2001). Foulke's argument 

is misplaced. In Garfinkel, the Court ruled a statutory claim was not waived by 

an arbitration clause because it was "silent in respect of plaintiff's statutory 

remedies." 168 N.J. at 135. The Court found the clause's failure to encompass 

the claim was not offset by plaintiff being a doctor. "Irrespective of plaintiff's 

status or the quality of his counsel, the Court must be convinced that he actually 
16 A-4725-18T2

intended to waive his statutory rights. An unambiguous writing is essential to 

such a determination." Id. at 136.

Here, unlike Garfinkel, the arbitration provision was not inadequate or 

unconscionable because it clearly informed the parties they waived litigation in 

court for disputes exceeding $10,000 in favor of arbitration. In determining 

whether Foulke and Domestic PA understood their choice, it was obviously 

relevant to the trial judge that they were sophisticated.

Foulke also contends Domestic PA did not give proper notice of its 

intention to enforce arbitration of all claims because the arbitration clause was 

hidden and not conspicuous. However, Kopp admitted reading the front page of 

the contract, which states that he read the entire contract, front and back. Thus,

we are unpersuaded by Foulke's argument that there "is no warning on the front 

of the document" about the arbitration clause printed on the reverse side. The 

trial judge also found Kopp signed the contracts outside the presence of 

Domestic PA's representative. Hence, we discern no fraudulent inducement as 

alleged by Foulke. 

Likewise, Foulke's claim that it did not have the opportunity to have 

counsel review the agreement is entirely without merit. Nothing in the record 

suggests Foulke or its representatives were under duress to sign the contracts or 
17 A-4725-18T2

were dissuaded from having legal representation prior to executing the contracts. 

We note that Foulke and its current attorney have repeatedly sought to enforce 

Foulke's own arbitration agreements over the past decades.2 Thus, Foulke was 

no stranger to contracts or arbitration agreements. For these reasons, we affirm 

the trial judge's decision to compel arbitration.

III.

Next, Foulke argues that the trial judge erred in allowing parol evidence 

to reform the terms of the contract to apply to Domestic PA. In support of its 

argument, Foulke asserts the contracts identify defendant as, "Domestic Linen 

Supply Co., Inc. D/B/A Domestic Uniform Rental" and since Domestic NJ is 

registered to Domestic Linen Supply Co., Inc. in New Jersey, Domestic NJ must 

be the proper party to the contracts. We reject Foulke's argument.

The record shows that Domestic PA was registered to conduct business in 

Pennsylvania under the name, "Domestic Uniform Rental." In its contracts with 

Foulke, Domestic PA used its properly registered name, "Domestic Linen 

Supply Co., Inc. D/B/A Domestic Uniform Rental."

2

 Corchado v. Foulke Mgmt. Corp., No. 15-6600, 2017 U.S. Dist. LEXIS 21457 

(D.N.J. Feb. 14, 2017).
18 A-4725-18T2

N.J.S.A. 14A:2-2.1 governs alternate names of corporations in New 

Jersey. The statue provides that, "[a]ny corporation may adopt and use any 

alternate name, including any which would be unavailable as the name of a 

domestic or foreign corporation because of the prohibitions of paragraph 14A:2-

2(1)(b),... by filing a certificate of registration of a corporate alternate name 

with the Secretary of State executed on behalf of the corporation." N.J.S.A. 

14A:2-2.1(2).

Additionally, the registration of an alternate name does not grant the 

registrant exclusive rights to use the alternate name, as argued by Foulke:

(4) Nothing in this section [governing alternate name 

registrations] shall be construed

(a) To grant to the registrant of an alternate name any 

right in the name as against any prior or subsequent user 

of the name, regardless of whether used as a trademark, 

trade name, business name, or corporate name; or

(b) To interfere with the power of any court to enjoin 

the use of any such name on the basis of the law of 

unfair competition or on any other basis except the 

mere fact of identity or similarity of the alternate name 

to any other corporate name.

[N.J.S.A. 14A:2-2.1(4)].
19 A-4725-18T2

We discern nothing untoward about the use of "Domestic Uniform Rental" 

in New Jersey, and the trial judge correctly concluded that Domestic PA was the 

proper party to the contracts.

Foulke argues the trial judge erred by going beyond the four corners of 

the contracts and admitting parol evidence at the hearing relative to the parties'

course of conduct after the contracts were executed to reform them to reflect 

Domestic PA as the proper party. At the hearing, Kopp testified that he intended 

to contract with a New Jersey company. Messineo, Domestic PA's former 

employee who signed the contracts on its behalf, testified about the 

circumstances surrounding the signing of the contracts.

The parol evidence rule is a rule of substantive law and is not a rule of 

evidence. Conway v. 287 Corp. Ctr. Assocs., 187 N.J. 259, 268 (2006). "In 

general, the parol evidence rule prohibits the introduction of evidence that tends 

to alter an integrated written document." Ibid.; see Restatement (Second) of 

Contracts § 213 (Am. Law Inst. 1981). Our Supreme Court, however, has 

adopted the "expansive view of the parol evidence rule, which was adopted in 

the Second Restatement of Contracts," Conway, 187 N.J. at 268-69, that permits

a broad use of extrinsic evidence to achieve the ultimate 

goal of discovering the intent of the parties. Extrinsic 

evidence may be used to uncover the true meaning of

contractual terms. It is only after the meaning of the 
20 A-4725-18T2

contract is discerned that the parol evidence rule comes 

into play to prohibit the introduction of extrinsic 

evidence to vary the terms of the contract.

[Id. at 270.]

"Where the parties have made [a] writing the sole repository of their 

bargain, there is the integration which precludes evidence of antecedent 

understandings and negotiations to vary or contradict the writing. This is in 

essence the 'parol evidence rule' . . . ." Atl. N. Airlines, Inc. v. Schwimmer, 12 

N.J. 293, 303 (1953); see also Filmlife, Inc. v. Mal "Z" Ena, Inc., 251 N.J. Super. 

570, 573 (App. Div. 1991).

A determination as to whether a contract is integrated is based upon "the 

conduct and language of the parties and the surrounding circumstances. The 

document alone will not suffice." Schwimmer, 12 N.J. at 304 (quoting 9 

Wigmore on Evidence, §§ 2413, 2430, 2431 (Chadbourn rev. 1981)). Whether 

there is an integrated agreement between the parties, however, is an issue the 

court must decide "preliminary to determination of . . . [the] application of the 

parol evidence rule." Restatement (Second) of Contracts § 209. Where the court 

determines there is only partial integration of an agreement in a written contract, 

a court can properly consider the parol evidence to determine the complete terms 
21 A-4725-18T2

of the agreement. Zone Co. v. Serv. Transp. Co., 137 N.J.L. 112, 118-19 (Sup. 

Ct. 1948); Restatement (Second) of Contracts § 210.

Here, the trial judge did not rely upon parol evidence to alter an integrated 

document. See Conway, 187 N.J. at 268. Instead, the judge relied upon the 

testimony of the witnesses, Domestic PA's Pennsylvania corporate registration 

and fictitious name registration, invoices, payments, and other items to identify 

the party with whom Foulke contracted. Based upon our review of the record, 

we are satisfied there was substantial credible evidence supporting the trial 

judge's conclusion that Domestic PA was the party to the contracts with Foulke.

IV.

Finally, we address Foulke's argument that the trial judge abused his 

discretion by allowing Messineo and George Chumas, the general manager for 

Domestic NJ, to testify on thirty-eight hours prior notice to Foulke. In its brief, 

Foulke claims it was "surprised" by Domestic PA's failure to name these two 

witnesses in discovery.

Messineo negotiated and signed the contracts for Domestic PA. The 

record shows Foulke knew about Messineo since 2010, but it did not subpoena 

him. Foulke's attorney did not depose Chumas, however, he did not have any 
22 A-4725-18T2

factual knowledge concerning the contracts at issue because Domestic Linen NJ 

was not a party to the contract.

The trial court's decision to hear relevant testimony is entitled to 

deference, in the interest of its factfinding at the hearing. Haven Sav. Bank v. 

Zanolini, 416 N.J. Super. 151, 161-62 (App. Div. 2010). We discern no abuse 

of discretion by the trial judge in permitting Messineo and Chumas to testify. 

Messineo's signature appears on the agreement with the title of "Regional Sales 

Manager" printed underneath.

Clearly, Foulke had actual notice of Messineo's identity and role in this 

matter since the agreement was signed on March 30, 2010. Foulke's claim that 

it was taken by "surprise" by his testimony is devoid of merit. Chumas had no 

knowledge of the issues pertinent to the judge's decision. Therefore, we discern 

no prejudice to Foulke.

Any arguments asserted by Foulke that we have not expressly addressed 

lack sufficient merit to warrant discussion in a written opinion. R. 2:11-

3(e)(1)(E).

Affirmed.