Guleria Enterprises, Inc. v. Multani 1510 Rt Gas LLC

NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court."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. SUPERIOR COURT OF NEW JERSEY APPELLATE DIVISION DOCKET NO. A-0499-24 GULERIA ENTERPRISES, INC., Plaintiff-Appellant, v. MULTANI 1510 RT GAS LLC, OCEANFIRST BANK, N.A., and JL DAVIS ENTERPRISES, INC., Defendants-Respondents, and WMD PROPERTIES GRP. I INC., BLUESTONE FUNDING 1, LLC, STATE OF NEW JERSEY, and UNITED STATES OF AMERICA, Defendants. ______________________________ Argued October 15, 2025 – Decided September 17, 2026 Before Judges DeAlmeida and Torregrossa-O'Connor. On appeal from the Superior Court of New Jersey, Chancery Division, Camden County, Docket No. F-013354-23. Joseph M. Pinto argued the cause for appellant (Polino and Pinto, PC, attorneys; Joseph M. Pinto, on the briefs). Scott M. Rothman (Curley & Rothman, LLC) argued the cause for respondent OceanFirst Bank, N.A. Matthew S. Olesh argued the cause for respondent JL Davis Enterprises, Inc. (Obermayer Rebmann Maxwell & Hippel LLP, attorneys; Matthew S. Olesh and Melissa A. Maione, on the brief). PER CURIAM Plaintiff Guleria Enterprises, Inc. appeals from four Chancery Division orders in this commercial foreclosure action: (1) a September 27, 2024 order denying its motion for summary judgment; (2) a September 27, 2024 order granting defendant OceanFirst Bank, N.A.'s (OceanFirst) motion for summary judgment and dismissing the claims against it with prejudice; (3) a September 27, 2024 order granting defendant JL Davis Enterprises, Inc.'s (Davis) motion for summary judgment and dismissing the claims against it with prejudice; and (4) an October 23, 2024 order dismissing its complaint against defendant Multani 1510 RT Gas, LLC (Multani) with prejudice. We vacate the orders and remand for further proceedings. A-0499-24 2 I. On August 1, 2019, plaintiff sold its Cherry Hill real property and the gasoline service station, car wash, and convenience store businesses on the property to Davis for $850,000. Davis paid $200,000 at closing and plaintiff financed the $650,000 balance of the purchase price. Plaintiff and Davis executed several documents in connection with the sale: (1) a promissory note payable to plaintiff; (2) a mortgage and assignment of leases and rents in favor of plaintiff; (3) a Petroleum Marketing Practice Act (PMPA) agreement, see U.S.C.A. §§ 2801-2841; and (4) a security agreement. The PMPA agreement required Davis to purchase gasoline and other products from plaintiff, an authorized distributor of Citgo-branded products, at specified minimum quantities from August 1, 2019 to July 31, 2034, and contained a liquidated damages clause. That clause provided upon termination of the PMPA agreement prior to its expiration date, for any reason, Davis must pay plaintiff the total contracted gallons of products, minus the gallons purchased, multiplied by five cents per gallon. The PMPA agreement also required Guleria to consent in writing to any transfer of all or substantially all the business assets and declared any such transfer without Guleria's consent null and void. Davis executed the promissory note and mortgage to secure the A-0499-24 3 $650,000 balance of the purchase price. According to plaintiff, the mortgage also secured the liquidated damages provision of the PMPA agreement. On September 29, 2021, defendant WMD Properties Group I Inc. (WMD) executed an agreement with Davis to purchase the subject property and business assets. WMD agreed to continue operating the business assets for the remainder of Davis's term under the PMPA agreement. The purchase price was $450,000, the balance then owed by Davis on the promissory note and mortgage. WMD agreed to pay plaintiff $50,000 at closing to reduce the balance on Davis 's promissory note and mortgage, and assumed Davis's obligations under the promissory note, mortgage and assignment of leases and rents, security agreement, and PMPA agreement. Plaintiff consented to the transaction. Plaintiff and WMD modified the note, mortgage and assignment of leases and rents, security agreement, and PMPA agreement to reflect the remaining outstanding debt, memorialize WMD's assumption of Davis's contractual obligations to plaintiff, reduce the minimum amount of products WMD was required to purchase from plaintiff, and adjust in plaintiff's favor the method of calculating liquidated damages. An October 1, 2021 closing finalized the transaction. A-0499-24 4 A discharge of the modified mortgage was executed on February 16, 2022. On June 13, 2022, a title company filed the discharge with the Camden County Clerk. Plaintiff alleged the discharge was forged and executed without its knowledge or consent. On March 4, 2022, after the discharge was executed, but before it was filed, WMD executed a mortgage and security agreement on the subject property in favor of defendant Bluestone Funding LLC (Bluestone) for $750,000. That mortgage was recorded with the Camden County Clerk on April 22, 2022. Plaintiff alleged the execution of these documents by WMD and Bluestone occurred without its knowledge or consent. On October 19, 2023, WMD sold the subject property and business assets to Multani for $1,000,000. To acquire the property, Multani obtained a loan from OceanFirst and executed a $650,000 mortgage in favor of OceanFirst on the subject property. OceanFirst claimed to have had no knowledge of the modified Davis mortgage or the allegedly forged discharge. According to plaintiff, it discovered the change in ownership when its president, Manjit Guleria, drove past the subject property on October 23, 2023. He observed Multani operating the gas station and selling unbranded gasoline in violation of the PMPA agreement. A-0499-24 5 On November 21, 2023, plaintiff filed a mortgage foreclosure complaint in the Chancery Division to foreclose on the modified mortgage. Plaintiff named Davis, WMD, Multani, OceanFirst, and Bluestone as defendants and alleged it was unaware WMD executed a mortgage in favor of Bluestone on the subject property and sold the property to Multani. In addition, plaintiff alleged the discharge of the modified mortgage was forged. Plaintiff denied the signature on the discharge belonged to Manjit Guleria or any other agent or representative of the company, and alleged the discharge was falsely notarized and the named notary was unknown to plaintiff. Plaintiff alleged the modified mortgage remained in effect, and was in default because WMD breached the PMPA agreement by: (1) failing to make payments on the note; (2) selling the subject property and business assets without Guleria's written consent; and (3) failing to purchase Citgo-branded products from plaintiff. Plaintiff sought a judgment: (1) foreclosing the right of redemption on the modified mortgage; (2) granting it possession of the subject property; and (3) executing the security agreement. OceanFirst filed an answer, defenses, and a counterclaim to quiet title on the subject property. It alleged: (1) the modified mortgage was discharged in the document filed with the county clerk; (2) plaintiff could not foreclose on a A-0499-24 6 discharged mortgage unless and until it secures an order in a quiet title action declaring the discharge a forgery; and (3) OceanFirst was a bona fide mortgagee without notice of any alleged forgery discharging the modified mortgage. OceanFirst also filed a cross-claim against Davis and WMD, alleging they would be liable for any damages OceanFirst suffered as a consequence of a finding the discharge of the modified mortgage was forged. Davis filed a non-contesting answer. No other defendant appeared. Following discovery, plaintiff moved for summary judgment. It argued Davis and WMD breached the PMPA agreement and were in default on the modified mortgage. In addition, plaintiff argued the discharge was null and void because it was fraudulent, and its mortgage was the first lien on the subject property. Plaintiff argued that at the time it filed its motion, Davis and WMD owed $408,338 in liquidated damages for breach of the PMPA agreement and debranding costs due to Citgo. Davis also moved for summary judgment, seeking dismissal from the case. It argued its sale of the subject property to WMD and WMD's assumption of Davis's obligations under the mortgage, PMPA agreement, and other documents relieved Davis of any duties to plaintiff. In addition, Davis argued the PMPA agreement signed by plaintiff and WMD constituted a novation of the prior A-0499-24 7 PMPA agreement. Davis also alleged plaintiff admitted several times during discovery the note and mortgage assumed by WMD were fully satisfied in or around October 2023. Davis denied any involvement in an alleged forgery of the discharge. OceanFirst moved for summary judgment as well, seeking, among other things, a declaration plaintiff no longer had a valid mortgage lien on the subject property because WMD satisfied the mortgage in October 2023. OceanFirst also argued the PMPA agreement was irrelevant to a foreclosure action because the agreement did not reference the mortgage and was not secured by the subject property. OceanFirst argued plaintiff erroneously claimed the mortgage secured both the note and the PMPA agreement with a "dragnet clause" or cross- collateralization clause. According to OceanFirst, such a clause would be unenforceable against it because: (1) it did not specifically set forth the obligation to which it referred; (2) the PMPA agreement did not reference the mortgage; (3) a mortgage cannot secure an unspecified amount; (4) OceanFirst was a bona fide mortgagee with no notice of an existing mortgage securing the PMPA agreement; and (5) the breach of the PMPA agreement occurred after OceanFirst accepted its mortgage interest in the subject property. OceanFirst A-0499-24 8 argued plaintiff's remedy for a violation of the PMPA agreement was to pursue a breach of contract claim seeking to enforce the liquidated damages provision. On September 27, 2024, the motion court issued an oral decision, which contained no citations to legal precedents, denying plaintiff's summary judgment motion, granting summary judgment to Davis and OceanFirst, and dismissing the complaint with prejudice. The court found: And I came down to what really got me . . . it was when [Guleria], during [his] deposition, when he admitted that WMD . . . ultimately paid off the balance of the purchase price pursuant to the assumption [of] the mortgage. . . . [W]here everything fell apart . . . in my mind for [Guleria] was when your client signed off on WMD assuming the properties, and had an agreement that changed terms for the price 1 of the buying of the gas. I think at that point . . . , the dragnet clause didn't exist . . . . [I]t was clear to me that the WMD franchise agreement did not . . . the dragnet clause no longer existed at the point of enforcing the WMD franchise agreement. And I believe at that point your ability to foreclose[] or to enforce that went away. . . . [B]ecause the mortgage is fully satisfied, plaintiff now only seeking recovery for breach of the WMD franchise agreement is correct . . . . [T]he WMD agreement did not satisfy what would be necessary for me to include it . . . to be part of . . . a cross-collateralization, dragnet agreement, but I think at that point is where it fails . . . 1 The record establishes the modification of the PMPA agreement changed the minimum amount of products WMD was required to purchase, not the price of the products, and the method of calculating liquidated damages. A-0499-24 9 because the WMD franchise agreement does not mention the original agreement and a cross- collateralization . . . . [T]herefore, . . . I am granting defendant's application to dismiss the foreclosure action . . . . [Y]our client can pursue a civil action, if it so choose[s], for breach of [the] franchise agreement. .... I think as a court of equity it would be patently unfair for me to even remotely consider that to be a dragnet clause. I think that [OceanFirst] would have a valid mortgage on the property. I believe that this application is a run around or end [run] to the appropriate remedy . . . . Therefore, I am granting the application of . . . Davis to dismiss and OceanFirst . . . to dismiss and denying your motion for judgment. After an exchange with plaintiff's counsel, the court stated: [T]he agreement that was forged with WMD is silent. As to the mortgage and the note it makes absolutely no reference to that. I find that it does not satisfy this court that it would be enforceable . . . . I just don't see it. When they entered into the new agreements, the . . . Davis agreement to me was terminated. You have a new franchise agreement with WMD, the opportunity to include it there, to include it would have been at that moment. I also find . . . that I am a court of equity and your client was unequivocal. They were paid for the value of the property. . . . This is an end around a foreclosure. A-0499-24 10 The court issued three September 27, 2024 orders memorializing its decision: (1) one denying Guleria's motion for summary judgment; (2) one granting OceanFirst's motion for summary judgment and dismissing the claims against it with prejudice; and (3) one granting Davis's motion for summary judgment and dismissing the claims against it with prejudice. On October 23, 2024, at plaintiff's request, the court issued an order dismissing the claims against the remaining, non-appearing, defendants. This appeal followed. Plaintiff argues the motion court erred because it: (1) concluded the WMD PMPA agreement was, in effect, a novation of the Davis PMPA agreement and negated the mortgage securing the agreement; (2) failed to undertake an examination of the transactional documents executed when Davis sold the property and business assets to WMD, which indicate the mortgage secured the liquidated damages provision of the PMPA; (3) made findings of fact not supported by the record, including that the August 1, 2019 deed memorializing Davis's purchase of the subject property did not recite the consideration for the transaction; (4) failed to determine whether the discharge of the modified mortgage was a forgery; (5) found plaintiff released Davis from its obligations under the mortgage, PMPA agreement, and related documents when Davis sold the property and business assets to WMD; and (6) found A-0499-24 11 equitable considerations precluding application of the cross-collateralization provision of the PMPA agreement. II. We review a grant of summary judgment de novo, applying the same standard as the motion court. Samolyk v. Berthe, 251 N.J. 73 , 78 (2022). That standard requires us to "determine whether 'the pleadings, depositions, answers to interrogatories and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact challenged and that the moving party is entitled to a judgment or order as a matter of law.'" Branch v. Cream-O-Land Dairy, 244 N.J. 567 , 582 (2021) (quoting R. 4:46-2(c)). "Summary judgment should be granted . . . 'against a party who fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial.'" Friedman v. Martinez, 242 N.J. 449 , 472 (2020) (quoting Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986)). We do not defer to the motion court 's legal analysis or statutory interpretation. RSI Bank v. Providence Mut. Fire Ins. Co., 234 N.J. 459, 472 (2018); Perez v. Zagami, LLC, 218 N.J. 202, 209 (2014). Self-serving assertions unsupported by evidence are insufficient to create a genuine issue of material fact. Miller v. Bank of Am. Home Loan Servicing, A-0499-24 12 L.P., 439 N.J. Super. 540, 551 (App. Div. 2015). "Competent opposition requires 'competent evidential material' beyond mere 'speculation' and 'fanciful arguments.'" Hoffman v. Asseenontv.Com, Inc., 404 N.J. Super. 415, 426 (App. Div. 2009) (quoting Merchs. Express Money Order Co. v. Sun Nat'l Bank, 374 N.J. Super. 556, 563 (App. Div. 2005)). We review the record "based on our consideration of the evidence in the light most favorable to the parties opposing summary judgment." Brill v. Guardian Life Ins. Co. of Am., 142 N.J. 520, 523 (1995). Rule 1:7-4(a) states a court "shall, by an opinion or memorandum decision, either written or oral, find the facts and state its conclusions of law thereon . . . on every motion decided by a written order that is appealable as of right . . . ." "The rule requires specific findings of fact and conclusions of law . . . ." Pressler & Verniero, Current N.J. Court Rules, cmt. 1 on R. 1:7-4 (2026). "[A]n articulation of reasons is essential to the fair resolution of a case." Schwarz v. Schwarz, 328 N.J. Super. 275, 282 (App. Div. 2000). Effective appellate review of a trial court's decision requires examination of the findings of fact and conclusions of law on which the trial court relied. See Raspantini v. Arocho, 364 N.J. Super. 528, 533-34 (App. Div. 2003). A-0499-24 13 Under Rule 2:2-3(a)(1), an appeal as of right may be taken to this court only from a "final judgment" of the trial court, subject to exceptions not applicable here. "To be a final judgment, an order generally must 'dispose of all claims against all parties.'" Janicky v. Point Bay Fuel, Inc., 396 N.J. Super. 545, 549-50 (App. Div. 2007) (quoting S.N. Golden Estates, Inc. v. Cont'l Cas. Co., 317 N.J. Super. 82, 87 (App. Div. 1998)). The three September 27, 2024 orders resolve only the claims alleged against Davis and OceanFirst, and not plaintiff's claims against the remaining defendants. Even though Rule 1:7-4(a) does not apply to those orders, precedents interpreting the rule guide our analysis of whether the motion court sufficiently explained the basis for its decision to deny plaintiff's summary judgment motion and grant summary judgment in favor of Davis and OceanFirst. "[A]n articulation of reasons is essential to the fair resolution of a case." Schwarz, 328 N.J. Super. at 282 . Effective appellate review of a motion court's decision requires examination of the basis for a motion court's decision. See Raspantini, 364 N.J. Super. 528 at. Having reviewed the motion court's oral decision, we are convinced the court issued insufficient findings of fact and conclusions of law to determine the validity of the orders under review. The basis of the court's decision is its A-0499-24 14 conclusions: (1) the PMPA agreement executed when Davis sold the subject property and business assets to WMD constituted a novation of the PMPA agreement Davis executed in August 2019, and did not cross-collateralize the subject property; and (2) because plaintiff admitted the note was satisfied in October 2023, equitable considerations precluded plaintiff from foreclosing on the subject property, even if the PMPA agreement signed by WMD cross- collateralized the subject property. The oral decision, however, does not fully explain how the motion court arrived at those conclusions. A novation is "broadly defined as the substitution of a new contract or obligation for an old one which is thereby extinguished." Fusco v. City of Union City, 261 N.J. Super. 332, 336 (App. Div. 1993). "The elements of a novation are: (1) a previously valid contract; (2) an agreement to make a new contract; (3) a valid new contract; and (4) an intent to extinguish the old contract." Wells Reit II-80 Park Plaza, LLC v. Dir., Div. of Tax'n, 414 N.J. Super. 453, 466 (App. Div. 2010). "In order to effect a novation there must be a clear and definite intention on the part of all concerned that such is the purpose of the agreement, for it is a well settled principle that novation is never to be presumed." Sixteenth Ward Bldg. & Loan Ass'n v. Reliable Loan Mortg. & Sec. Co., 125 N.J. Eq. 340, 342-43 (E. & A. 1939). A-0499-24 15 "Because intent is the primary inquiry, the issue of whether there was a novation is generally a question of fact to be presented to the jury and summary judgment should not be granted." Wells, 414 N.J. Super. at 467 . Only where the evidence is so "one-sided" the parties intended a novation is summary judgment appropriate. Ibid. (quoting Tung v. Briant Park Homes, Inc., 287 N.J. Super. 232, 239 (App. Div. 1996)). Plaintiff disputes it intended to replace the Davis PMPA agreement with the WMD PMPA agreement. According to plaintiff, its intention was for WMD to assume all of Davis's obligations under the PMPA agreement, including the cross-collateralization of the subject property, except for minor modifications to WMD's minimum purchase obligation and the method of calculating liquidated damages. In addition, plaintiff argues it intended for Davis to remain obligated under the PMPA in the event WMD breached the agreement. Davis disputes plaintiff's arguments with respect to the parties' intent when executing the agreements associated with WMD's purchase of the subject property and business assets. The motion court did not cite the evidence it relied on to find the WMD PMPA agreement replaced the Davis PMPA agreement and terminated Davis's obligations to plaintiff. The court's explanation of its decision was, "When they A-0499-24 16 entered into the new agreements, the . . . Davis agreement to me was terminated." Given plaintiff's contrary interpretation of the meaning of the WMP PMPA agreement, and the absence of definitive evidence of the parties' intent, we are constrained to vacate the motion court's summary judgment orders and remand for further findings of fact and conclusions of law after an evidentiary hearing with respect to whether the WMD PMPA agreement was a novation of the Davis PMPA agreement and whether Davis had any obligations to plaintiff after the sale of the property and business assets to WMD . In addition, the motion court found the WMD PMPA agreement did not contain an express clause collateralizing the subject property. Plaintiff, however, argues the agreement must be interpreted in light of both the Davis PMPA agreement and the other agreement the parties executed when the property was sold to WMD. Because WMD did not file a brief, we do not have the benefit of its interpretation of the PMPA agreement and other documents it executed at the time of the sale. OceanFirst, which is not a party to the WMD PMPA agreement, argues it does not collateralize the subject property . "A contract arises from offer and acceptance, and must be sufficiently definite 'that the performance to be rendered by each party can be ascertained with reasonable certainty.'" Weichert Co. Realtors v. Ryan, 128 N.J. 427 , 435 A-0499-24 17 (1992) (quoting Borough of W. Caldwell v. Borough of Caldwell, 26 N.J. 9 , 24- 25 (1958)). To create an enforceable contract, the "parties [must] agree on essential terms and manifest an intention to be bound by those terms . . . ." Ibid. The motion court did not make findings of fact and conclusions of law with respect to whether the parties to the WMD PMPA agreement reached a meeting of the minds regarding collateralization of the subject property. Resolution of this issue is critical to the viability of plaintiff 's foreclosure complaint. In the absence of definitive proof of the contracting parties' intent, we remand for further findings of fact and conclusions of law after an evidentiary hearing on this issue. Should the court determine the WMD PMPA agreement collateralized the subject property, it will be necessary for the court to determine if OceanFirst was a bona fide mortgagee and if equity permits plaintiff to foreclose on the subject property. "[A] judge sitting in a court of equity has a broad range of discretion to fashion the appropriate remedy in order to vindicate a wrong consistent with principles of fairness, justice, and the law." Graziano v. Grant, 326 N.J. Super. 328, 342 (App. Div. 1999). We leave to the motion court to determine in the first instance if foreclosure is an appropriate remedy in the circumstances presented in this matter, particularly in light of the liquidated A-0499-24 18 damages clause in the WMD PMPA agreement. We offer no view on the outcome of any issue to be resolved on remand. 2 Vacated and remanded for further proceedings consistent with this opinion. We do not retain jurisdiction. 2 Because we vacate the September 27, 2024 orders, we also vacate the October 23, 2024 order. A-0499-24 19 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. SUPERIOR COURT OF NEW JERSEY APPELLATE DIVISION DOCKET NO. A-0499-24 GULERIA ENTERPRISES, INC., Plaintiff-Appellant, v. MULTANI 1510 RT GAS LLC, OCEANFIRST BANK, N.A., and JL DAVIS ENTERPRISES, INC., Defendants-Respondents, and WMD PROPERTIES GRP. I INC., BLUESTONE FUNDING 1, LLC, STATE OF NEW JERSEY, and UNITED STATES OF AMERICA, Defendants. ______________________________ Argued October 15, 2025 – Decided September 17, 2026 Before Judges DeAlmeida and Torregrossa-O'Connor. On appeal from the Superior Court of New Jersey, Chancery Division, Camden County, Docket No. F-013354-23. Joseph M. Pinto argued the cause for appellant (Polino and Pinto, PC, attorneys; Joseph M. Pinto, on the briefs). Scott M. Rothman (Curley & Rothman, LLC) argued the cause for respondent OceanFirst Bank, N.A. Matthew S. Olesh argued the cause for respondent JL Davis Enterprises, Inc. (Obermayer Rebmann Maxwell & Hippel LLP, attorneys; Matthew S. Olesh and Melissa A. Maione, on the brief). PER CURIAM Plaintiff Guleria Enterprises, Inc. appeals from four Chancery Division orders in this commercial foreclosure action: (1) a September 27, 2024 order denying its motion for summary judgment; (2) a September 27, 2024 order granting defendant OceanFirst Bank, N.A.'s (OceanFirst) motion for summary judgment and dismissing the claims against it with prejudice; (3) a September 27, 2024 order granting defendant JL Davis Enterprises, Inc.'s (Davis) motion for summary judgment and dismissing the claims against it with prejudice; and (4) an October 23, 2024 order dismissing its complaint against defendant Multani 1510 RT Gas, LLC (Multani) with prejudice. We vacate the orders and remand for further proceedings. A-0499-24 2 I. On August 1, 2019, plaintiff sold its Cherry Hill real property and the gasoline service station, car wash, and convenience store businesses on the property to Davis for $850,000. Davis paid $200,000 at closing and plaintiff financed the $650,000 balance of the purchase price. Plaintiff and Davis executed several documents in connection with the sale: (1) a promissory note payable to plaintiff; (2) a mortgage and assignment of leases and rents in favor of plaintiff; (3) a Petroleum Marketing Practice Act (PMPA) agreement, see U.S.C.A. §§ 2801-2841; and (4) a security agreement. The PMPA agreement required Davis to purchase gasoline and other products from plaintiff, an authorized distributor of Citgo-branded products, at specified minimum quantities from August 1, 2019 to July 31, 2034, and contained a liquidated damages clause. That clause provided upon termination of the PMPA agreement prior to its expiration date, for any reason, Davis must pay plaintiff the total contracted gallons of products, minus the gallons purchased, multiplied by five cents per gallon. The PMPA agreement also required Guleria to consent in writing to any transfer of all or substantially all the business assets and declared any such transfer without Guleria's consent null and void. Davis executed the promissory note and mortgage to secure the A-0499-24 3 $650,000 balance of the purchase price. According to plaintiff, the mortgage also secured the liquidated damages provision of the PMPA agreement. On September 29, 2021, defendant WMD Properties Group I Inc. (WMD) executed an agreement with Davis to purchase the subject property and business assets. WMD agreed to continue operating the business assets for the remainder of Davis's term under the PMPA agreement. The purchase price was $450,000, the balance then owed by Davis on the promissory note and mortgage. WMD agreed to pay plaintiff $50,000 at closing to reduce the balance on Davis 's promissory note and mortgage, and assumed Davis's obligations under the promissory note, mortgage and assignment of leases and rents, security agreement, and PMPA agreement. Plaintiff consented to the transaction. Plaintiff and WMD modified the note, mortgage and assignment of leases and rents, security agreement, and PMPA agreement to reflect the remaining outstanding debt, memorialize WMD's assumption of Davis's contractual obligations to plaintiff, reduce the minimum amount of products WMD was required to purchase from plaintiff, and adjust in plaintiff's favor the method of calculating liquidated damages. An October 1, 2021 closing finalized the transaction. A-0499-24 4 A discharge of the modified mortgage was executed on February 16, 2022. On June 13, 2022, a title company filed the discharge with the Camden County Clerk. Plaintiff alleged the discharge was forged and executed without its knowledge or consent. On March 4, 2022, after the discharge was executed, but before it was filed, WMD executed a mortgage and security agreement on the subject property in favor of defendant Bluestone Funding LLC (Bluestone) for $750,000. That mortgage was recorded with the Camden County Clerk on April 22, 2022. Plaintiff alleged the execution of these documents by WMD and Bluestone occurred without its knowledge or consent. On October 19, 2023, WMD sold the subject property and business assets to Multani for $1,000,000. To acquire the property, Multani obtained a loan from OceanFirst and executed a $650,000 mortgage in favor of OceanFirst on the subject property. OceanFirst claimed to have had no knowledge of the modified Davis mortgage or the allegedly forged discharge. According to plaintiff, it discovered the change in ownership when its president, Manjit Guleria, drove past the subject property on October 23, 2023. He observed Multani operating the gas station and selling unbranded gasoline in violation of the PMPA agreement. A-0499-24 5 On November 21, 2023, plaintiff filed a mortgage foreclosure complaint in the Chancery Division to foreclose on the modified mortgage. Plaintiff named Davis, WMD, Multani, OceanFirst, and Bluestone as defendants and alleged it was unaware WMD executed a mortgage in favor of Bluestone on the subject property and sold the property to Multani. In addition, plaintiff alleged the discharge of the modified mortgage was forged. Plaintiff denied the signature on the discharge belonged to Manjit Guleria or any other agent or representative of the company, and alleged the discharge was falsely notarized and the named notary was unknown to plaintiff. Plaintiff alleged the modified mortgage remained in effect, and was in default because WMD breached the PMPA agreement by: (1) failing to make payments on the note; (2) selling the subject property and business assets without Guleria's written consent; and (3) failing to purchase Citgo-branded products from plaintiff. Plaintiff sought a judgment: (1) foreclosing the right of redemption on the modified mortgage; (2) granting it possession of the subject property; and (3) executing the security agreement. OceanFirst filed an answer, defenses, and a counterclaim to quiet title on the subject property. It alleged: (1) the modified mortgage was discharged in the document filed with the county clerk; (2) plaintiff could not foreclose on a A-0499-24 6 discharged mortgage unless and until it secures an order in a quiet title action declaring the discharge a forgery; and (3) OceanFirst was a bona fide mortgagee without notice of any alleged forgery discharging the modified mortgage. OceanFirst also filed a cross-claim against Davis and WMD, alleging they would be liable for any damages OceanFirst suffered as a consequence of a finding the discharge of the modified mortgage was forged. Davis filed a non-contesting answer. No other defendant appeared. Following discovery, plaintiff moved for summary judgment. It argued Davis and WMD breached the PMPA agreement and were in default on the modified mortgage. In addition, plaintiff argued the discharge was null and void because it was fraudulent, and its mortgage was the first lien on the subject property. Plaintiff argued that at the time it filed its motion, Davis and WMD owed $408,338 in liquidated damages for breach of the PMPA agreement and debranding costs due to Citgo. Davis also moved for summary judgment, seeking dismissal from the case. It argued its sale of the subject property to WMD and WMD's assumption of Davis's obligations under the mortgage, PMPA agreement, and other documents relieved Davis of any duties to plaintiff. In addition, Davis argued the PMPA agreement signed by plaintiff and WMD constituted a novation of the prior A-0499-24 7 PMPA agreement. Davis also alleged plaintiff admitted several times during discovery the note and mortgage assumed by WMD were fully satisfied in or around October 2023. Davis denied any involvement in an alleged forgery of the discharge. OceanFirst moved for summary judgment as well, seeking, among other things, a declaration plaintiff no longer had a valid mortgage lien on the subject property because WMD satisfied the mortgage in October 2023. OceanFirst also argued the PMPA agreement was irrelevant to a foreclosure action because the agreement did not reference the mortgage and was not secured by the subject property. OceanFirst argued plaintiff erroneously claimed the mortgage secured both the note and the PMPA agreement with a "dragnet clause" or cross- collateralization clause. According to OceanFirst, such a clause would be unenforceable against it because: (1) it did not specifically set forth the obligation to which it referred; (2) the PMPA agreement did not reference the mortgage; (3) a mortgage cannot secure an unspecified amount; (4) OceanFirst was a bona fide mortgagee with no notice of an existing mortgage securing the PMPA agreement; and (5) the breach of the PMPA agreement occurred after OceanFirst accepted its mortgage interest in the subject property. OceanFirst A-0499-24 8 argued plaintiff's remedy for a violation of the PMPA agreement was to pursue a breach of contract claim seeking to enforce the liquidated damages provision. On September 27, 2024, the motion court issued an oral decision, which contained no citations to legal precedents, denying plaintiff's summary judgment motion, granting summary judgment to Davis and OceanFirst, and dismissing the complaint with prejudice. The court found: And I came down to what really got me . . . it was when [Guleria], during [his] deposition, when he admitted that WMD . . . ultimately paid off the balance of the purchase price pursuant to the assumption [of] the mortgage. . . . [W]here everything fell apart . . . in my mind for [Guleria] was when your client signed off on WMD assuming the properties, and had an agreement that changed terms for the price 1 of the buying of the gas. I think at that point . . . , the dragnet clause didn't exist . . . . [I]t was clear to me that the WMD franchise agreement did not . . . the dragnet clause no longer existed at the point of enforcing the WMD franchise agreement. And I believe at that point your ability to foreclose[] or to enforce that went away. . . . [B]ecause the mortgage is fully satisfied, plaintiff now only seeking recovery for breach of the WMD franchise agreement is correct . . . . [T]he WMD agreement did not satisfy what would be necessary for me to include it . . . to be part of . . . a cross-collateralization, dragnet agreement, but I think at that point is where it fails . . . 1 The record establishes the modification of the PMPA agreement changed the minimum amount of products WMD was required to purchase, not the price of the products, and the method of calculating liquidated damages. A-0499-24 9 because the WMD franchise agreement does not mention the original agreement and a cross- collateralization . . . . [T]herefore, . . . I am granting defendant's application to dismiss the foreclosure action . . . . [Y]our client can pursue a civil action, if it so choose[s], for breach of [the] franchise agreement. .... I think as a court of equity it would be patently unfair for me to even remotely consider that to be a dragnet clause. I think that [OceanFirst] would have a valid mortgage on the property. I believe that this application is a run around or end [run] to the appropriate remedy . . . . Therefore, I am granting the application of . . . Davis to dismiss and OceanFirst . . . to dismiss and denying your motion for judgment. After an exchange with plaintiff's counsel, the court stated: [T]he agreement that was forged with WMD is silent. As to the mortgage and the note it makes absolutely no reference to that. I find that it does not satisfy this court that it would be enforceable . . . . I just don't see it. When they entered into the new agreements, the . . . Davis agreement to me was terminated. You have a new franchise agreement with WMD, the opportunity to include it there, to include it would have been at that moment. I also find . . . that I am a court of equity and your client was unequivocal. They were paid for the value of the property. . . . This is an end around a foreclosure. A-0499-24 10 The court issued three September 27, 2024 orders memorializing its decision: (1) one denying Guleria's motion for summary judgment; (2) one granting OceanFirst's motion for summary judgment and dismissing the claims against it with prejudice; and (3) one granting Davis's motion for summary judgment and dismissing the claims against it with prejudice. On October 23, 2024, at plaintiff's request, the court issued an order dismissing the claims against the remaining, non-appearing, defendants. This appeal followed. Plaintiff argues the motion court erred because it: (1) concluded the WMD PMPA agreement was, in effect, a novation of the Davis PMPA agreement and negated the mortgage securing the agreement; (2) failed to undertake an examination of the transactional documents executed when Davis sold the property and business assets to WMD, which indicate the mortgage secured the liquidated damages provision of the PMPA; (3) made findings of fact not supported by the record, including that the August 1, 2019 deed memorializing Davis's purchase of the subject property did not recite the consideration for the transaction; (4) failed to determine whether the discharge of the modified mortgage was a forgery; (5) found plaintiff released Davis from its obligations under the mortgage, PMPA agreement, and related documents when Davis sold the property and business assets to WMD; and (6) found A-0499-24 11 equitable considerations precluding application of the cross-collateralization provision of the PMPA agreement. II. We review a grant of summary judgment de novo, applying the same standard as the motion court. Samolyk v. Berthe, 251 N.J. 73, 78 (2022). That standard requires us to "determine whether 'the pleadings, depositions, answers to interrogatories and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact challenged and that the moving party is entitled to a judgment or order as a matter of law.'" Branch v. Cream-O-Land Dairy, 244 N.J. 567, 582 (2021) (quoting R. 4:46-2(c)). "Summary judgment should be granted . . . 'against a party who fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial.'" Friedman v. Martinez, 242 N.J. 449, 472 (2020) (quoting Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986)). We do not defer to the motion court 's legal analysis or statutory interpretation. RSI Bank v. Providence Mut. Fire Ins. Co., 234 N.J. 459, 472 (2018); Perez v. Zagami, LLC, 218 N.J. 202, 209 (2014). Self-serving assertions unsupported by evidence are insufficient to create a genuine issue of material fact. Miller v. Bank of Am. Home Loan Servicing, A-0499-24 12 L.P., 439 N.J. Super. 540, 551 (App. Div. 2015). "Competent opposition requires 'competent evidential material' beyond mere 'speculation' and 'fanciful arguments.'" Hoffman v. Asseenontv.Com, Inc., 404 N.J. Super. 415, 426 (App. Div. 2009) (quoting Merchs. Express Money Order Co. v. Sun Nat'l Bank, 374 N.J. Super. 556, 563 (App. Div. 2005)). We review the record "based on our consideration of the evidence in the light most favorable to the parties opposing summary judgment." Brill v. Guardian Life Ins. Co. of Am., 142 N.J. 520, 523 (1995). Rule 1:7-4(a) states a court "shall, by an opinion or memorandum decision, either written or oral, find the facts and state its conclusions of law thereon . . . on every motion decided by a written order that is appealable as of right . . . ." "The rule requires specific findings of fact and conclusions of law . . . ." Pressler & Verniero, Current N.J. Court Rules, cmt. 1 on R. 1:7-4 (2026). "[A]n articulation of reasons is essential to the fair resolution of a case." Schwarz v. Schwarz, 328 N.J. Super. 275, 282 (App. Div. 2000). Effective appellate review of a trial court's decision requires examination of the findings of fact and conclusions of law on which the trial court relied. See Raspantini v. Arocho, 364 N.J. Super. 528, 533-34 (App. Div. 2003). A-0499-24 13 Under Rule 2:2-3(a)(1), an appeal as of right may be taken to this court only from a "final judgment" of the trial court, subject to exceptions not applicable here. "To be a final judgment, an order generally must 'dispose of all claims against all parties.'" Janicky v. Point Bay Fuel, Inc., 396 N.J. Super. 545, 549-50 (App. Div. 2007) (quoting S.N. Golden Estates, Inc. v. Cont'l Cas. Co., 317 N.J. Super. 82, 87 (App. Div. 1998)). The three September 27, 2024 orders resolve only the claims alleged against Davis and OceanFirst, and not plaintiff's claims against the remaining defendants. Even though Rule 1:7-4(a) does not apply to those orders, precedents interpreting the rule guide our analysis of whether the motion court sufficiently explained the basis for its decision to deny plaintiff's summary judgment motion and grant summary judgment in favor of Davis and OceanFirst. "[A]n articulation of reasons is essential to the fair resolution of a case." Schwarz, 328 N.J. Super. at 282. Effective appellate review of a motion court's decision requires examination of the basis for a motion court's decision. See Raspantini, 364 N.J. Super. 528 at. Having reviewed the motion court's oral decision, we are convinced the court issued insufficient findings of fact and conclusions of law to determine the validity of the orders under review. The basis of the court's decision is its A-0499-24 14 conclusions: (1) the PMPA agreement executed when Davis sold the subject property and business assets to WMD constituted a novation of the PMPA agreement Davis executed in August 2019, and did not cross-collateralize the subject property; and (2) because plaintiff admitted the note was satisfied in October 2023, equitable considerations precluded plaintiff from foreclosing on the subject property, even if the PMPA agreement signed by WMD cross- collateralized the subject property. The oral decision, however, does not fully explain how the motion court arrived at those conclusions. A novation is "broadly defined as the substitution of a new contract or obligation for an old one which is thereby extinguished." Fusco v. City of Union City, 261 N.J. Super. 332, 336 (App. Div. 1993). "The elements of a novation are: (1) a previously valid contract; (2) an agreement to make a new contract; (3) a valid new contract; and (4) an intent to extinguish the old contract." Wells Reit II-80 Park Plaza, LLC v. Dir., Div. of Tax'n, 414 N.J. Super. 453, 466 (App. Div. 2010). "In order to effect a novation there must be a clear and definite intention on the part of all concerned that such is the purpose of the agreement, for it is a well settled principle that novation is never to be presumed." Sixteenth Ward Bldg. & Loan Ass'n v. Reliable Loan Mortg. & Sec. Co., 125 N.J. Eq. 340, 342-43 (E. & A. 1939). A-0499-24 15 "Because intent is the primary inquiry, the issue of whether there was a novation is generally a question of fact to be presented to the jury and summary judgment should not be granted." Wells, 414 N.J. Super. at 467. Only where the evidence is so "one-sided" the parties intended a novation is summary judgment appropriate. Ibid. (quoting Tung v. Briant Park Homes, Inc., 287 N.J. Super. 232, 239 (App. Div. 1996)). Plaintiff disputes it intended to replace the Davis PMPA agreement with the WMD PMPA agreement. According to plaintiff, its intention was for WMD to assume all of Davis's obligations under the PMPA agreement, including the cross-collateralization of the subject property, except for minor modifications to WMD's minimum purchase obligation and the method of calculating liquidated damages. In addition, plaintiff argues it intended for Davis to remain obligated under the PMPA in the event WMD breached the agreement. Davis disputes plaintiff's arguments with respect to the parties' intent when executing the agreements associated with WMD's purchase of the subject property and business assets. The motion court did not cite the evidence it relied on to find the WMD PMPA agreement replaced the Davis PMPA agreement and terminated Davis's obligations to plaintiff. The court's explanation of its decision was, "When they A-0499-24 16 entered into the new agreements, the . . . Davis agreement to me was terminated." Given plaintiff's contrary interpretation of the meaning of the WMP PMPA agreement, and the absence of definitive evidence of the parties' intent, we are constrained to vacate the motion court's summary judgment orders and remand for further findings of fact and conclusions of law after an evidentiary hearing with respect to whether the WMD PMPA agreement was a novation of the Davis PMPA agreement and whether Davis had any obligations to plaintiff after the sale of the property and business assets to WMD . In addition, the motion court found the WMD PMPA agreement did not contain an express clause collateralizing the subject property. Plaintiff, however, argues the agreement must be interpreted in light of both the Davis PMPA agreement and the other agreement the parties executed when the property was sold to WMD. Because WMD did not file a brief, we do not have the benefit of its interpretation of the PMPA agreement and other documents it executed at the time of the sale. OceanFirst, which is not a party to the WMD PMPA agreement, argues it does not collateralize the subject property . "A contract arises from offer and acceptance, and must be sufficiently definite 'that the performance to be rendered by each party can be ascertained with reasonable certainty.'" Weichert Co. Realtors v. Ryan, 128 N.J. 427, 435 A-0499-24 17 (1992) (quoting Borough of W. Caldwell v. Borough of Caldwell, 26 N.J. 9, 24- 25 (1958)). To create an enforceable contract, the "parties [must] agree on essential terms and manifest an intention to be bound by those terms . . . ." Ibid. The motion court did not make findings of fact and conclusions of law with respect to whether the parties to the WMD PMPA agreement reached a meeting of the minds regarding collateralization of the subject property. Resolution of this issue is critical to the viability of plaintiff 's foreclosure complaint. In the absence of definitive proof of the contracting parties' intent, we remand for further findings of fact and conclusions of law after an evidentiary hearing on this issue. Should the court determine the WMD PMPA agreement collateralized the subject property, it will be necessary for the court to determine if OceanFirst was a bona fide mortgagee and if equity permits plaintiff to foreclose on the subject property. "[A] judge sitting in a court of equity has a broad range of discretion to fashion the appropriate remedy in order to vindicate a wrong consistent with principles of fairness, justice, and the law." Graziano v. Grant, 326 N.J. Super. 328, 342 (App. Div. 1999). We leave to the motion court to determine in the first instance if foreclosure is an appropriate remedy in the circumstances presented in this matter, particularly in light of the liquidated A-0499-24 18 damages clause in the WMD PMPA agreement. We offer no view on the outcome of any issue to be resolved on remand. 2 Vacated and remanded for further proceedings consistent with this opinion. We do not retain jurisdiction. 2 Because we vacate the September 27, 2024 orders, we also vacate the October 23, 2024 order. A-0499-24 19