Michael Battista v. Borough of Beach Haven

NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court ."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-3306-24 MICHAEL BATTISTA and THE MARLIN BAR & RESTAURANT, INC., Plaintiffs-Appellants, v. BOROUGH OF BEACH HAVEN, Defendant-Respondent. ___________________________ Argued September 15, 2026 – Decided October 7, 2026 Before Judges Firko and Vanek. On appeal from the Superior Court of New Jersey, Law Division, Ocean County, Docket No. L-0108-25. Kevin M. Eppinger argued the cause for appellants (McElroy, Deutsch, Mulvaney & Carpenter, LLP, attorneys; Kevin M. Eppinger, on the briefs). Kevin B. Riordan argued the cause for respondent (Kevin B. Riordan LLC and Padula Law Group, LLC, attorneys; Kevin B. Riordan and Dustin F. Glass, on the brief). PER CURIAM Plaintiffs Michael Battista and The Marlin Bar & Restaurant, Inc. (The Marlin) appeal from an April 28, 2025 order dismissing their amended complaint against defendant Borough of Beach Haven (the Borough) pursuant to Rule 4:6- 2(e) for failure to state a claim and a June 16, 2025 order denying plaintiffs' reconsideration motion. Plaintiffs' amended complaint, the operative pleading here, asserted breach of a 1999 settlement agreement, along with federal and state constitutional and statutory causes of action, based on the Borough's adoption of an amended ordinance prohibiting licensed plenary retail alcoholic beverage establishments from holding "Teen Nights." We vacate both orders and remand to the trial court for further proceedings. I. We summarize the salient facts from the record, accepting the allegations in the amended complaint as true and making every reasonable inference in plaintiffs' favor for purposes of our review of the Rule 4:6-2(e) dismissal. See Craig v. Suburban Cablevision, Inc., 140 N.J. 623, 625-26 (1995). Factual Background Michael Battista is the owner of The Marlin, a plenary alcoholic beverage licensed premises in the Borough. Since 1989, The Marlin has held "Teen Nights," suspending alcoholic beverage sales and hosting only underage patrons. A-3306-24 2 Although other licensees had historically held Teen Nights, The Marlin was the only Borough establishment hosting these events at the time this litigation was commenced. In 1999, plaintiffs and The Catch, another restaurant previously owned by Battista, resolved a lawsuit against the Borough venued in the United States District Court, District of New Jersey (the District Court) through execution of a stipulation of settlement (the Stipulation).1 On June 30, 1999, the District Court incorporated the Stipulation terms into a final judgment compelling "all parties to be bound by the terms of the settlement." An Administrative Law Judge also approved the terms of the Stipulation, finding it resolved all issues presented by plaintiffs' administrative appeal of the conditions imposed on its liquor license for the 1999-2000 license year. 2 In Section I of the Stipulation, the Borough agreed not to discriminate in the adoption and enforcement of "all local ordinances," including "alcoholic beverage regulations . . . and regulation of food establishments." Similarly, 1 The District Court litigation bore Docket No. 97-4298 (AET). 2 The Office of Administrative Law appeals were docketed as ABC 8480-96, ABC 6500-97, and ABC 6152-98. A-3306-24 3 Section II stated, "All holders of liquor licenses in the Borough . . . shall be treated alike insofar as may be possible." Section V provided, in part, at least weekly opportunities for the licensee- plaintiffs to "discuss the . . . operation of the licensed premises" with the Borough Administrator, who was in turn required to "provide written notice . . . of any problems or perceived problems with the operation of the licensed premises with respect to violations of law or regulations or violation[s] of license restrictions." The Borough could only issue a notice of violation if the licensee thereafter failed to remedy the problem. The Stipulation incorporated model resolutions for the subsequent renewals of plaintiffs' liquor license. Those resolutions included The Marlin's right to host Teen Nights subject to specified conditions regulating the frequency and conduct of the events. Section XIII addressed future amendments, specifying that "where [the Stipulation] prescribes the language for liquor license restrictions . . . [it] may not bind the Borough . . . in perpetuity." However, if the Borough wanted to change the restrictions in subsequent renewals, the Stipulation set forth modifications must be "consistent with restrictions imposed by the Borough upon other licensees" and non-discriminatory, in conformance with Sections I A-3306-24 4 and II. Section XIII permitted amendments to the liquor license restrictions subject to compliance with the procedures set forth in the Stipulation "for good cause" and "as a result of chang[ed] circumstances" after "prior notice to licensee of the intention to impose such changed restrictions." On May 30, 2024, the Borough Council adopted ordinance #2024-13C, "codify[ing] regulations meant to combat underage drinking and otherwise prohibit 'Teen Nights.'" After plaintiffs filed a lawsuit challenging that ordinance, the Borough Council adopted ordinance #2024-26C amending ordinance #2024-13C (the amended ordinance).3 The amended ordinance's stated purpose was to "codify regulations meant to combat underage drinking and otherwise prohibit 'Teen Nights'." The Borough's Teen Night prohibition sets forth as follows, after incorporating the amended ordinance: A. It shall be unlawful for a minor to enter any premises licensed for the sale of alcoholic beverages for the purpose of purchasing or having served or delivered to him or her any alcoholic beverages. B. Teen Night. a. Definitions. As used in this subsection, the following terms shall have the meanings indicated: i. TEEN NIGHT. 3 The disposition of the prior lawsuit is not documented in the record. A-3306-24 5 A scheduled dance, occurrence, or event held on the premises of a licensed plenary retail alcoholic beverage establishment to which patrons under the legal drinking age established by the laws of the State of New Jersey are invited or into which such individuals are otherwise permitted to attend. ii. TEEN NIGHT PARTICIPANTS. Those individuals who are under the legal drinking age as established in the State of New Jersey who attend [T]een [N]ight as defined above. This shall not apply, however, to individuals employed by the licensed plenary retail alcoholic beverage establishment. iii. Nothing in this Ordinance shall prohibit those under the legal drinking age from entering a licensed plenary retail establishment at any time if accompanied by their parent or legal guardian, or other adult who accompanied them to the establishment. b. Prohibited. Teen Nights, as defined above, are hereby prohibited within the Borough, and that teen night participants A-3306-24 6 who would attend are hereby prohibited from participating in teen night events at licensed plenary retail alcoholic beverage establishments. C. Exceptions. Minors legally employed by a licensed plenary retail alcoholic beverage establishment may enter that licensed premises, but may not purchase, consume or have any alcoholic beverages served and/or delivered to him or her. The Present Litigation On January 10, 2025, plaintiffs commenced this litigation challenging the amended ordinance. On February 10, 2025, plaintiffs filed an amended complaint that asserted the following causes of action: breach of contract; breach of the covenant of good faith and fair dealing age discrimination in violation of the Law Against Discrimination, N.J.S.A. 10:5-1 to -49, (LAD); violations of the equal protection and due process clauses of the Fourteenth Amendment; deprivation of constitutional rights in violation of 42 U.S.C. § 1983 ; and violations of Article I, Paragraphs 1 and 18 of the New Jersey Constitution. In support of their contractual claims, plaintiffs asserted the Borough breached the Stipulation by discriminating against them, failing to provide written notice of problems at The Marlin before adopting the amended ordinance A-3306-24 7 and through eliminating Teen Nights despite allowing them in the Stipulation and their prior liquor license renewals. Plaintiffs' claim that the Borough violated the LAD was predicated on discrimination against underage patrons in a place of public accommodation. Plaintiffs also alleged discrimination against The Marlin and underage children based on familial status, asserting it is more difficult for children of single parents and minors without custodial parents to find adults to accompany them to Teen Nights and the amended ordinance violated the LAD by impairing minors' rights to travel. Plaintiffs alleged the amended ordinance violates their substantive due process and equal protection rights under the Fourteenth Amendment of the United States Constitution based in part on selective regulation of plaintiffs' business without a rational basis and failure to uniformly allocate public resources to serve all citizens equally. Plaintiffs claim they have been targeted and disparately treated without a rational basis and the Borough's actions were intentional, arbitrary and motivated by animus, malice or an improper purpose . Plaintiffs alleged the amended ordinance is unlawfully vague and violates their rights to substantive due process because it does not define the terms "scheduled dance, occurrence or event" or "accompanied." Plaintiffs also assert A-3306-24 8 their substantive due process rights were violated by the Borough through disparate treatment. Plaintiffs allege they are entitled to damages for constitutional violations pursuant to 42 U.S.C. § 1983 . Finally, plaintiffs allege the Borough violated Article I, Paragraphs I and 18 of the New Jersey Constitution because the amended ordinance restricts the rights of underage citizens to freely assemble, unlawfully prohibits plaintiffs from using their property as they desire and fails to uniformly enforce its laws to similarly situated establishments. Plaintiffs also asserted the Borough's actions were intentional, arbitrary and motivated by animus, malice or an improper purpose. The Orders on Appeal On March 7, 2025, the Borough moved to dismiss plaintiffs' amended complaint for failure to state a claim pursuant to Rule 4:6-2(e). After argument, the trial court dismissed plaintiffs' amended complaint in its entirety without prejudice in an oral ruling. The court determined the Borough's present administration was not bound by the Stipulation and, in any event, the amended ordinance prohibiting Teen Nights did not trigger the Borough's Stipulation- based obligations related to The Marlin's liquor license. The court concluded A-3306-24 9 the amended ordinance was rationally related to a legitimate governmental purpose. On April 28, 2025, the court entered an order dismissing plaintiffs' amended complaint without prejudice and allowed plaintiffs thirty days to file a second amended complaint. Plaintiffs thereafter moved for reconsideration and the Borough cross-moved to enforce litigant's rights, requesting the court enjoin plaintiffs from hosting Teen Nights. Plaintiffs' reconsideration motion was focused on the argument that the court erred in dismissing their constitutional claims because the amended ordinance is void for vagueness. Drawing on this court's opinion in Betancourt v. Town of West New York, 338 N.J. Super. 415, 418-24 (App. Div. 2001), plaintiffs argued the terms "scheduled dance," "occurrence," "event," and "accompanied by an adult" are vague and did not provide adequate notice of the prohibited conduct, thus rendering the amended ordinance ripe for arbitrary enforcement. Plaintiffs argued it was unclear whether The Marlin could host a teenager's birthday party, as that would seemingly constitute a "scheduled event" or "occurrence." Although the Borough's counsel initially claimed a birthday party at The Marlin would not violate the amended ordinance, he later posited that, "if you're talking about a birthday party for teenagers, it's prohibited[,] [but] A-3306-24 10 [i]f you're talking about a birthday party for children, it's not and that's pretty obvious." Plaintiffs asserted their vagueness claim should have survived dismissal regardless of whether the amended ordinance had a rational basis. At the conclusion of oral argument, the court denied both plaintiffs' reconsideration motion and the Borough's cross-motion for enforcement in an oral decision. The court found the amended ordinance was not vague and distinguished Betancourt because that case involved a general curfew rather than a "well-defined space" such as a liquor-licensed establishment. The court found the amended ordinance targeted events to which The Marlin extended an "open invitation to everybody who happens to be a teen," without specifying the language supporting this conclusion. The court also denied the Borough's motion to enforce litigant's rights, determining that under the Stipulation the Borough was required to enforce the amended ordinance by issuing summonses and proceeding in municipal court. On June 6, 2025, the court entered an order denying plaintiffs' reconsideration motion. On August 7, 2025, the court entered a final judgment dismissing plaintiffs' amended complaint with prejudice. This appeal followed. II. A-3306-24 11 We review the trial court's order dismissing plaintiffs' amended complaint under Rule 4:6-2(e) de novo. See Stop & Shop Supermarket Co., LLC v. Cnty. of Bergen, 450 N.J. Super. 286, 290 (App. Div. 2017) (quoting Teamsters Loc. 97 v. State, 434 N.J. Super. 393, 413 (App. Div. 2014)). We owe no deference to the motion judge's conclusions. Rezem Fam. Assocs., LP v. Borough of Millstone, 423 N.J. Super. 103, 114 (App. Div. 2011). Our "inquiry is limited to examining the legal sufficiency of the facts alleged on the face of the complaint." Green v. Morgan Props., 215 N.J. 431, 451 (2013) (quoting Printing Mart-Morristown v. Sharp Electrs. Corp., 116 N.J. 739, 746 (1989)). The pleading must be searched "in depth and with liberality to ascertain whether the fundament of a cause of action may be gleaned even from an obscure statement of claim, opportunity being given to amend if necessary." Printing Mart-Morristown, 116 N.J. at 746 (quoting Di Cristofaro v. Laurel Grove Mem'l Park, 43 N.J. Super. 244, 252 (App. Div. 1957)). "A pleading should be dismissed if it states no basis for relief and discovery would not provide one." Rezem, 423 N.J. Super. at 113 (citing Camden Cnty. Energy Recovery Assoc., LP v. N.J. Dep't of Env'l Prot., 320 N.J. Super. 59, 64 (App. Div. 1999), aff'd, 170 N.J. 246 (2001)). A-3306-24 12 We review the court's order denying plaintiffs' reconsideration motion for abuse of discretion. In re Est. of Jones, 477 N.J. Super. 203 , 216 (App. Div. 2023). "An abuse of discretion 'arises when a decision is "made without a rational explanation, inexplicably departed from established policies, or rested on an impermissible basis."'" Pitney Bowes Bank, Inc. v. ABC Caging Fulfillment, 440 N.J. Super. 378, 382 (App. Div. 2015) (quoting Flagg v. Essex Cnty. Prosecutor, 171 N.J. 561, 571 (2002)). III. Based on our de novo review of dismissal order and abuse of discretion review of the reconsideration motion denial, we vacate both orders and remand for further proceedings. We address each cause of action in plaintiffs' amended complaint in turn. i. Plaintiffs assert that the Borough is liable for breach of contract because it discriminated against them through adoption of the amended ordinance and failed to follow the Stipulation's prescribed procedures before eliminating The Marlin's ability to host Teen Nights. Plaintiffs argue the Borough could only be relieved from compliance with the Stipulation by further court order entered before it adopted the amended ordinance. As a corollary cause of action, A-3306-24 13 plaintiffs alleged the Borough's actions violated the implied covenant of good faith and fair dealing by depriving them of the procedural guarantees set forth in the Stipulation. The Borough maintains the Stipulation does not—and could not—limit its inherent police power to legislate for the public welfare. Instead, the Borough contends the Stipulation was limited to the renewal of The Marlin's liquor license for a specific period and expressly allowed the Borough to make good faith changes to the liquor license conditions based on changing circumstances. The law governing plaintiffs' breach of contract claim is well-settled. To sufficiently plead a breach of contract claim, a plaintiff must show (1) "the parties entered into a contract containing certain terms;" (2) "plaintiff[] did what the contract required [it] to do;" (3) "defendant[] did not do what the contract required [it] to do;" and (4) "defendant['s] breach, or failure to do what the contract required, caused a loss to . . . plaintiff[]." Goldfarb v. Solimine, 245 N.J. 326 , 338 (2021) (quoting Globe Motor Co. v. Igdalev, 225 N.J. 469, 482 (2016)). A settlement agreement is a contract "which 'may be freely entered into and which a court, absent a demonstration of fraud or other compelling circumstances, should honor and enforce as it does other contracts.'" Jennings v. Reed, 381 N.J. Super. 217, 227 (App. Div. 2005) (quoting Pascarella v. Bruck, A-3306-24 14 190 N.J. Super. 118, 124-25 (App. Div. 1983)) (internal quotation marks omitted). All "contract[s] contain[] an implied covenant of good faith and fair dealing." Wade v. Kessler Inst., 172 N.J. 327, 340 (2002). The implied covenant of good faith and fair dealing signifies that "neither party shall do anything which will have the effect of destroying or injuring the right of the other party to receive the fruits of the contract." Sons of Thunder, Inc. v. Borden, Inc., 148 N.J. 396, 420 (1997) (quoting Palisades Props., Inc. v. Brunetti, 44 N.J. 117, 130 (1965)). "Bad motive or intention is essential" to finding a breach of the covenant. Wilson v. Amerada Hess Corp., 168 N.J. 236, 251 (2001). The court's dismissal of plaintiffs' contract claims was grounded in its conclusion that the Stipulation did not apply to a later administration's adoption of the amended ordinance. We reach a contrary conclusion after considering the Supreme Court's opinion in DEG, LLC v. Township of Fairfield, 198 N.J. 242 (2009). In DEG, when a municipality sought to act contrary to a judicially approved settlement, the Court held the municipality remained bound and that relief from the judgment had to be sought under Rule 4:50-1. Id. at 260-66 . Thus, DEG supports plaintiffs' argument that the Borough cannot simply A-3306-24 15 disregard settlement terms incorporated into a judgment based on the passage of time. Here, plaintiffs sufficiently plead that the Borough breached material obligations in the Stipulation by enacting the amended ordinance. Without setting forth a temporal limitation, the Stipulation provides the Borough may only impose restrictions on plaintiffs' liquor license if they are "consistent with restrictions imposed by the Borough upon other licensees" and "only for good cause in compliance with the procedures set forth in [Sections I and II] and as a result of changing circumstances" after notice to plaintiffs. Plaintiffs also allege that under the Stipulation they were entitled to notice of perceived problems at the location before having their right to conduct Teen Nights eliminated. Taking plaintiffs' allegations as true, as required on a Rule 4:6-2(e) motion, the Borough arguably breached the Stipulation by enacting the amended ordinance, imposing discriminatory restrictions that impacted only plaintiffs' license and altering the conditions on plaintiffs' liquor license without providing the required prior notice to plaintiffs. The Borough's compliance with applicable statutes governing ordinance adoption is not tantamount to the Stipulation-required prior notice to plaintiffs. Plaintiffs are entitled to establish A-3306-24 16 their contractual claims predicated on violation of the Stipulation terms through discovery and the litigation process. The Borough's course of dealing with plaintiffs does not compel a different result. That the conditions on holding Teen Nights continued to be imposed on plaintiffs through subsequent liquor license renewals supports the conclusion the Stipulation remained in full force and effect. See Pomerantz Paper Corp. v. New Cmty. Corp., 207 N.J. 344, 369 (2011). Accepting plaintiffs' allegations as true for purposes of the Rule 4:6-2(e) motion, the causes of action for breach of contract and the implied covenant of good faith and fair dealing were prematurely extinguished. Thus, we vacate the court's dismissal of Counts I and II and remand for further proceedings. ii. As to the constitutional claims, plaintiffs argue their own substantive due process rights and those of underage patrons were violated because the amended ordinance is arbitrary, void for vagueness, and burdens plaintiffs' economic and property rights, as well as underage patrons' right to travel. Arguing the amended ordinance is effectively discriminatory—against plaintiffs as a "class of one" and as to patrons based on age—plaintiffs contend the ordinance also A-3306-24 17 violates the Equal Protection Clause. Plaintiffs also assert these claims under Article I, Paragraph 1 of the New Jersey Constitution. The Borough argues the amended ordinance is a constitutional, non- discriminatory economic regulation because the Teen Night prohibition is rationally related to its stated legitimate governmental purpose of protecting minors from the risks associated with liquor licensed establishments. The Borough further contends the amended ordinance is neither overbroad nor vague and does not violate any statutory or constitutional provisions because it represents a reasonable, age-based safety regulation. Because the trial court confined its constitutional analysis to whether the amended ordinance was rationally related to a legitimate governmental purpose and was void for vagueness, our review is cabined to those issues. a. In Count VI, plaintiffs allege in part that the Borough violated the substantive due process clause of the Fourteenth Amendment. Because we conclude plaintiffs' contention that the amended ordinance's proffered justification is pretextual must be considered on a full record, we vacate the Rule 4:6-2(b) dismissal of plaintiffs' substantive due process claim. A-3306-24 18 Legislative action that does not burden a fundamental right is generally upheld as not violative of substantive due process rights if it is rationally related to a legitimate governmental objective. See Washington v. Glucksberg, 521 U.S. 702, 728 (1997); Caviglia v. Royal Tours of Am., 178 N.J. 460, 472 (2004). Plaintiffs' economic interest in conducting Teen Nights is not fundamental. See Williamson v. Lee Optical of Okla., 348 U.S. 483, 488-89 (1955); City of New Orleans v. Dukes, 427 U.S. 297, 303 (1976). Nor does the amended ordinance deprive plaintiffs of ownership of The Marlin or prevent its operation as a restaurant or bar because it only prohibits plaintiffs from inviting one class of people. The asserted rights of underage patrons are also not fundamental — the ordinance does not impose a general curfew or restrict movement in public places; it regulates attendance at particular events by a defined class. Thus, the amended ordinance is subject to rational basis review. Rational-basis review does not require the Borough to prove that its chosen means of regulating perfectly addresses the targeted conduct. See FCC v. Beach Commc'ns, Inc., 508 U.S. 307, 315 (1993). Although government action bears a strong presumption of validity and will be upheld "if there is any reasonably conceivable state of facts that could provide a rational basis for the classification," id. at 313 , the sole issue at the pleading stage is whether the A-3306-24 19 facts alleged in the amended complaint, accepted as true and accorded all favorable inferences, state a cognizable constitutional claim. "If a generous reading of the allegations merely suggests a cause of action, the complaint will withstand the motion." F.G. v. MacDonell, 150 N.J. 550, 556 (1997). Plaintiffs bear the burden "to negative every conceivable basis which might support" the legislation. Beach Commc'ns, Inc., 508 U.S. at 315 , citing Lehnhausen v. Lake Shore Auto Parts Co., 410 U.S. 356, 364 (1973)(internal quotation marks omitted). The stated purpose of Borough Ordinance #2024-13C is to "codify regulations meant to combat underage drinking and otherwise prohibit 'Teen Nights'." The amended ordinance did not change that articulated purpose. The Borough Council might establish events designed to draw groups of unsupervised minors to liquor-licensed establishments encourage underage drinking or acclimatize teenagers to drinking culture, even when alcohol sales are suspended during the event itself. However, the court cannot determine whether the amended ordinance satisfies rational basis review on the pleading alone because plaintiffs allege the abolition of Teen Nights uniquely affects The Marlin, as the only licensee conducting those events prior to the ordinance A-3306-24 20 adoption, and the Borough's stated purpose is pretext. See Hill v. Borough of Kutztown, 455 F.3d 225, 239 (3d Cir. 2006). Because the trial court here went beyond a limited inquiry into the pleadings and decided the merits of plaintiffs’ substantive due process claim on the Rule 4:6-2(e) motion, dismissal was premature. b. The court also erred in dismissing plaintiffs' substantive due process claim in Count VI based on the amended ordinance's vagueness. A law is impermissibly vague if it fails to give a person of ordinary intelligence fair notice of what is prohibited or is so standardless that it permits discriminatory enforcement. See Kolender v. Lawson, 461 U.S. 352, 357-58 (1983). In Betancourt, we invalidated portions of a juvenile-curfew ordinance whose exceptions for undefined "social" and "cultural" events left citizens without adequate guidance. 338 N.J. Super. at 423-28 . Here, the amended ordinance identifies the regulated location—licensed plenary retail alcoholic beverage establishments; the regulated persons—those under the legal drinking age; and the regulated occasion—a "scheduled dance, occurrence, or event" to which such persons are invited or otherwise permitted to attend. However, those terms do not limit the amended ordinance's A-3306-24 21 application to events only held by invitation of the liquor licensed establishment. Counsel for the Borough's oral argument to the trial court confirms the Borough's position that a private birthday party for a teenager would fall within the amended ordinance's prohibition, but a child's party would not. Because the amended ordinance did not relegate its application to events open to the general public, it could be read to encompass private events where any teenagers attend without an adult. Thus, the court erred in finding the amended ordinance was not vague at this stage of the litigation. Therefore, we vacate the dismissal of the allegations in the amended complaint to the extent it asserted a substantive due process violation based on vagueness. iii. The record is devoid of an oral or written statement of reasons supporting the dismissal of plaintiffs' causes of action for age discrimination in violation of violation of the LAD, violation of the Equal Protection clause, deprivation of constitutional rights in violation of 42 U.S.C. § 1983 and violation of Article I, Paragraphs I and 18 of the New Jersey Constitution as required under Rule 1:7- 4 (a). Thus, we vacate the order granting dismissal and remand to the trial court to issue a Rule-compliant statement of reasons for the dismissal of those claims. A-3306-24 22 Rule 1:7-4(a) requires that "[t]he court shall, by an opinion or memorandum decision, either written or oral, find the facts and state its conclusions of law thereon in all actions tried without a jury, on every motion decided by a written order that is appealable as of right." See also Schwarz v. Schwarz, 328 N.J. Super. 275, 282 (App. Div. 2000) ("We have frequently noted that an articulation of reasons is essential to the fair resolution of a case." ). Without a statement of reasons, we are "left to conjecture as to what the judge may have had in mind." Salch v. Salch, 240 N.J. Super. 441, 443 (App. Div. 1990). "Meaningful appellate review is inhibited unless the judge sets forth the reasons for his or her opinion." Ibid. Without either an oral or written statement of reasons supporting dismissal of Counts III through VIII, we are constrained to vacate the order and remand to the trial court to comply with Rule 1:7-4(a). See Kas Oriental Rugs, Inc. v. Ellman, 407 N.J. Super. 538, 561 (App. Div. 2009) (finding we were "compelled to vacate the award under review and remand for further proceedings because the judge's findings do not comport with Rule 1:7-4(a) in a number of respects."); see also United Consumer Fin. Servs. Co. v. Carbo, 410 N.J. Super. 280, 313 (App. Div. 2009) (finding that the trial court's decision was not sufficiently explained to permit Appellate Division review and remanding the A-3306-24 23 matter for reconsideration). We express no opinion as to what the outcome of the remand proceedings should be. For these reasons, we vacate the April 28 and June 16, 2025 orders and remand for proceedings consistent with this opinion. In sum, the counts for breach of contract; breach of the implied covenant of good faith and fair dealing; and violations of the due process clause of the Fourteenth Amendment, are reinstated and shall proceed to discovery. The trial court shall comply with Rule 1:7-4 as to the dismissal of the age discrimination claim in violation of the LAD; deprivation of constitutional rights in violation of 42 U.S.C. § 1983 ; violation of the Equal Protection clause; and violation of Article I, Paragraph 1 of the New Jersey Constitution. The trial court shall enter any amended order as it may deem necessary in its discretion. Vacated and remanded for proceedings in accordance with this opinion. We do not retain jurisdiction. A-3306-24 24