Greg E. Lindberg v. Jmc Real Estate Holdings, 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NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court ."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-0078-25 GREG E. LINDBERG, Plaintiff-Appellant, v. JMC REAL ESTATE HOLDINGS, LLC, and GALEN PUBLISHING, LLC, Defendants-Respondents. __________________________ Submitted September 21, 2026 – Decided September 25, 2026 Before Judges Sabatino and Berdote Byrne. On appeal from the Superior Court of New Jersey, Law Division, Somerset County, Docket No. L-0314-25. Greg E. Lindberg, self-represented appellant. Di Francesco Bateman, attorneys for respondents (Stephen O. Davis, on the brief). PER CURIAM Plaintiff Greg E. Lindberg appeals from a final order dismissing with prejudice his complaint against defendants JMC Real Estate Holdings, LLC ("JMC") and Galen Publishing, LLC ("Galen"). The underlying dispute involves two prior actions, later consolidated, arising from a 2017 Asset Purchase Agreement ("APA"), pursuant to which Galen sold its business to Lindberg's affiliates and a related commercial lease with JMC. Lindberg and his affiliates raised fraud as an affirmative defense in both actions. After the matters were consolidated, the trial court granted summary judgment in Galen's and JMC's favor, and we affirmed in companion opinions. Lindberg then commenced the present action against JMC and Galen, now asserting fraud, breach of contract, and indemnification claims arising from the same transactions. The trial court granted defendants' motion to dismiss, concluding the entire controversy doctrine, res judicata, collateral estoppel, and the statute of limitations all barred the present action. After careful review, we affirm. The entire controversy doctrine, res judicata, and collateral estoppel each bar the present action. Lindberg also again failed to plead fraud with the specificity Rule 4:5-8(a) requires. A-0078-25 2 I. We incorporate the facts from our prior decisions, Galen Publ'g, LLC v. Asim Holdings, LLC, No. A-0142-22 (App. Div. May 3, 2024), and JMC Real Est. Holdings, LLC v. ASiM Holdings, LLC, No. A-1550-22 (App. Div. May 2, 2024), highlighting only those relevant to the issues before us on appeal . However, the issues before us require a detailed review of the previous litigation. The Transactions. Before the 2017 sale at the center of this appeal, Galen operated an education business serving physicians, pharmacists, and other medical professionals, along with a related subscription service for radiologic technologists. Plaintiff Greg E. Lindberg was the principal and manager of ASiM Holdings, LLC ("ASiM"), ASiM CE, LLC ("ASiM CE"), and eRADIMAGING, LLC ("eRAD"), which purchased Galen's business, as well as of Eli Global, LLC ("Eli Global") (collectively, the "affiliates"), their holding company. JMC, a company under common control with Galen, owns the commercial building where the business operated and leased space to the affiliates. A-0078-25 3 On March 21, 2017, Galen sold the business to the affiliates pursuant to an APA. The terms of the APA required the affiliates to pay an amount on the closing date and the balance was secured by a promissory note executed by ASiM. The affiliates made the note payments due in March 2018 and 2019 but missed the payment due in 2020. Galen demanded payment, and when none was received, accelerated the balance of the note. ASiM, as tenant pursuant to the lease with JMC, likewise stopped paying rent in March 2020 and vacated the premises approximately a year later. The Previous Litigation. In May 2020, Galen filed suit against the affiliates and Lindberg individually, seeking payment pursuant to the APA and promissory note ("note action"). Lindberg and the affiliates raised fraud as an affirmative defense in their answer. JMC brought a separate suit against Lindberg and ASiM for unpaid rent ("lease action"). Lindberg and ASiM likewise raised fraud as a defense. Following the close of discovery, Galen and JMC moved for summary judgment. In opposition, Lindberg and the affiliates filed a certification from ASiM and Eli Global's claiming Galen had provided a 2016 profit and loss A-0078-25 4 statement to Lindberg and the affiliates, during the due diligence period prior to the acquisition of the business, demonstrating a 2016 net income of $1,498,253. The affiliates contended Galen had made material omissions regarding the statements. They alleged the business' net income was negative in 2017, 2019, and 2020, which indicated a material omission must have been made. They asserted, had Galen accurately represented the financial status of the business, Lindberg and the affiliates would not have agreed to the terms of the APA, promissory note, or guaranties. The trial court granted summary judgment in Galen's favor, finding, among other things, there were "no facts alleging fraud, or [pleaded] with particularity, as required, nor [were facts] set forth in the opposition papers with particularity." The court further found Lindberg and the affiliates had made "[j]ust a general statement repeating the income loss." The court ordered Lindberg and the affiliates to pay the unpaid principal balance and awarded Galen attorney's fees. The trial court separately granted summary judgment to JMC on the lease claims, and entered judgment against the defendants for unpaid rent, taxes, utilities, and attorney's fees. Lindberg and the affiliates appealed the note judgment, and ASiM, Eli Global, and Lindberg appealed the lease judgment. On May 2, 2024, we A-0078-25 5 affirmed the judgment on the lease claims, and, in a companion opinion, we also affirmed the judgment on the note claims. Lindberg's Present Lawsuit. On February 25, 2025, Lindberg, now appearing self-represented, filed the complaint underlying this appeal against JMC and Galen. The complaint alleged JMC and Galen had misrepresented the business's revenue, compliance, and operations prior to the 2017 sale, inducing Lindberg's affiliates to pay for a business that "failed to meet projections. . . . " The complaint asserted claims for breach of contract, fraudulent misrepresentation, and indemnification. JMC and Galen moved to dismiss for failure to state a claim pursuant to Rule 4:6-2(e), arguing Lindberg's claims were barred by res judicata, collateral estoppel, the entire controversy doctrine, and the six-year statute of limitations. Lindberg opposed the motion, arguing the present complaint "asserts new and clearly distinct claims for fraud and misrepresentation that were not litigated in prior actions and were [subsequently] discovered and now litigated well inside of the statute of limitations." After considering the motion as one for summary judgment pursuant to Rule 4:46-1, the trial court concluded the complaint "mirrored" the same fraud and misrepresentation allegations Lindberg and the affiliates had previously A-0078-25 6 raised as affirmative defenses in the two prior actions, now brought as affirmative claims. The trial court rejected Lindberg's argument the complaint raised new factual assertions, stating: "In reviewing not only this subject complaint but the two underlying complaints as well[,] the factual circumstances are not only similar but they are virtually identical." The court explained, "all of the factual contentions asserted throughout this subject complaint before the [c]ourt now either involve the [APA] or the rental and lease with JMC," and therefore "arise out of the exact same series of related facts and circumstances". The court concluded: [T]he plaintiff here has raised no argument that the [c]ourt pending occasion to pause and think that the plaintiff's claims here are anything different than what has already been litigated in the two prior litigations that I've mentioned. Because it all rises out of the same theory, the facts, that fraud was pled as a defense is now being used as -- as I said, as an affirmative claim by the plaintiff who was the defendant in that action. Clearly the Entire Controversy Doctrine is written here to serve as a bar, as a legal bar to plaintiff being able to assert these claims again. The court found the entire controversy doctrine, the six-year statute of limitations, res judicata and estoppel all independently barred the complaint. The trial court also found the complaint failed to satisfy the particularity Rule 4:5-8(a) requires, for "identical" reasons this court had already found the A-0078-25 7 pleading of fraud in the note action insufficient, where Lindberg and the affiliates had "simply argued the net income losses and there must have been misrepresentation." The court explained the present complaint similarly consisted of "generalized allegations" without the specifics required to plead fraud. This appeal followed. II. "We review a trial court's grant of summary judgment de novo." Christakos v. Boyadjis, 262 N.J. 447 , 467 (2026). Summary judgment shall be granted if "the pleadings, depositions, answers to interrogatories and admissions on file, together with the affidavits . . . 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." R. 4:46-2(c). We therefore consider "'whether the competent evidential materials presented, when viewed in the light most favorable to the non-moving party, are sufficient to permit a rational factfinder to resolve the alleged disputed issue in favor of the non-moving party.'" Mist Pharms., LLC v. Berkley Ins. Co., 263 N.J. 554 , 577 (2026) (quoting Padilla v. Young II An, 257 N.J. 540 , 547 (2024)). Although "[w]e review de novo the law guiding the trial court's determination as to the entire controversy doctrine[,] . . . the decision to apply A-0078-25 8 the doctrine, as an equitable principle, 'is left to judicial discretion.'" Francavilla v. Absolute Resolutions VI, LLC, 478 N.J. Super. 171 , 178 (App. Div. 2024) (quoting 700 Highway 33 LLC v. Pollio, 421 N.J. Super. 231, 238 (App. Div. 2011)). "Thus, an abuse of discretion standard applies to our review of the decision to apply the doctrine." Ibid. We review de novo as a question of law a trial court's application of preclusionary doctrines, such as res judicata and collateral estoppel. Walker v. Choudhary, 425 N.J. Super. 135, 151 (App. Div. 2012). We conclude the entire controversy doctrine, res judicata, and collateral estoppel each bar the present action. "The entire controversy doctrine generally requires parties to an action to raise all transactionally related claims in that same action." Francavilla, 478 N.J. Super. at 178 (quoting Largoza v. FKM Real Est. Holdings, Inc., 474 N.J. Super. 61 , 79 (App. Div. 2022)) (internal quotation marks omitted). That "mandate encompasses not only matters actually litigated but also other aspects of a controversy that might have been litigated and thereby decided in an earlier action." Id. at 179 (quoting Higgins v. Thurber, 413 N.J. Super. 1, 12 (App. Div. 2010)). "Pursuant to Rule 4:30A, '[n]on-joinder of claims required to be joined by the entire controversy doctrine shall result in the preclusion of the omitted claims to the extent required by the entire controversy A-0078-25 9 doctrine '" Ibid. "The doctrine does not, however, 'apply to bar component claims that are unknown, unarisen, or unaccrued at the time of the original action.'" Archbrook Laguna, LLC v. Marsh, 414 N.J. Super. 97, 105 (App. Div. 2010) (quoting Mystic Isle Dev. Corp. v. Perskie & Nehmad, 142 N.J. 310, 323 (1995)). "[B]ecause the entire controversy doctrine is an equitable principle, its applicability is left to judicial discretion based on the particular circumstances inherent in a given case." Francavilla, 478 N.J. Super. at 179 (alteration in original) (quoting Mystic Isle, 142 N.J. at 323 ). "The entire controversy doctrine does not require commonality of legal issues." DiTrolio v. Antiles, 142 N.J. 253, 271 (1995). The primary inquiry concerns whether both actions "arise from related facts or the same transaction or series of transactions." C.P. v. Governing Body of Jehovah's Witnesses, 477 N.J. Super. 129 , 139 (App. Div. 2023) (quoting Dimitrakopoulos v. Borrus, Goldin, Foley, Vignuolo, Hyman & Stahl, P.C., 237 N.J. 91, 109 (2019)). "The doctrine does not mandate that successive claims share common legal issues in order for the doctrine to bar a subsequent action." Dimitrakopoulos, 237 N.J. at 109 . Rather, the reviewing court must determine whether the separate claims are part of a "single larger controversy because they arise from interrelated facts." Ibid. (quoting DiTrolio, 142 N.J. at A-0078-25 10 271). Thus, "[a] plaintiff bringing an action based on two distinct legal theories is required to bring those claims together in one proceeding." DiTrolio, 142 N.J. at 271 . The claims in the present complaint are grounded on the same core set of facts and transactions that formed the basis of the prior note and lease actions; specifically, the negotiation, execution, and performance of the APA through which Galen sold its business to Lindberg's affiliates, and the related commercial lease with JMC. Lindberg broadly argues the present matter "rests on new facts discovered in 2024" without detailing those facts. Although the present complaint mentions additional facts not necessarily presented in the underlying actions, those facts arise from the same APA and lease dealings underlying the note and lease actions, not an independent transaction or occurrence. As the trial court noted, "these additional facts [do not] alter the factual circumstances [such] that a new series of transactions and occurrences" exists. Furthermore, Lindberg cannot contend the fraud and misrepresentation claims were "unknown and unknowable at the time of the earlier judgments" where he raised "the same exact claim[s] of fraud and financial A-0078-25 11 misrepresentations" in those actions. There is no basis to disturb the trial court's discretion in applying the entire controversy doctrine. Res judicata, or claim preclusion, "like the entire controversy doctrine, serves the purpose of providing 'finality and repose; prevention of needless litigation; avoidance of duplication; reduction of unnecessary burdens of time and expenses; elimination of conflicts, confusion and uncertainty; and basic fairness.'" Wadeer v. N.J. Mfrs. Ins. Co., 220 N.J. 591, 606 (2015) (quoting First Union Nat'l Bank v. Penn Salem Marina, Inc., 190 N.J. 342 (2007)). "The principle 'contemplates that when a controversy between parties is once fairly litigated and determined it is no longer open to relitigation.'" Ibid. (quoting Lubliner v. Bd. of Alcoholic Beverage Control, 33 N.J. 428, 435 (1960)). For res judicata to bar a subsequent complaint, three elements must be satisfied: (1) the judgment in the prior action must be valid, final, and on the merits; (2) the parties in the later action must be identical to or in privity with those in the prior action; and (3) the claim in the later action must grow out of the same transaction or occurrence as the claim in the earlier one. [Watkins v. Resorts Int'l Hotel & Casino, 124 N.J. 398, 412 (1991).] See also Rippon v. Smigel, 449 N.J. Super. 344, 367 (App. Div. 2017). Res judicata bars the present action. The judgments in both the note and lease A-0078-25 12 actions were "valid, final, and on the merits." Watkins, 124 N.J. at 412 . Further, although Lindberg argues he was not a named party in the prior actions, that is mendacity. He was a named party in both actions. Finally, as previously discussed, the claims in the present action arise from "the same transaction or occurrence as the claim[s] in the earlier [actions]." Ibid. All elements of res judicata are therefore met. Collateral estoppel, or issue preclusion, is another "equitable remedy that bars re-litigation of any issue that was determined in a prior action." In re Borough of Englewood Cliffs, 473 N.J. Super. 189 , 202 (App. Div. 2022). "Although collateral estoppel overlaps with and is closely related to res judicata, the distinguishing feature of collateral estoppel is that it alone bars relitigation of issues in suits that arise from different causes of action." Selective Ins. Co. v. McAllister, 327 N.J. Super. 168, 173 (App. Div. 2000). For collateral estoppel to preclude litigation, the party asserting the bar must show that: (1) the issue to be precluded is identical to the issue decided in the prior proceeding; (2) the issue was actually litigated in the prior proceeding; (3) the court in the prior proceeding issued a final judgment on the merits; (4) the determination of the issue was essential to the prior judgment; and (5) the party against whom the doctrine is asserted was a party to or in privity with a party to the earlier proceeding. A-0078-25 13 [Winters v. N. Hudson Reg'l Fire and Rescue, 212 N.J. 67, 85 (2012) (quoting Olivieri v. Y.M.F. Carpet, Inc., 186 N.J. 511, 521 (2006)).] All five elements of collateral estoppel are met in this matter: 1) the issue is identical to the issue decided in the prior proceeding, namely, whether Galen and JMC made fraudulent misrepresentations regarding the financial condition, compliance, and operational viability of the business in connection with the negotiation and execution of the APA and related transactions; 2) although the issue was arguably not fully litigated because Lindberg and the affiliates did not plead fraud with specificity, had they pled with specificity, full litigation would have been provided; 3) the court's grant of summary judgment was a final judgment on the merits; 4) the determination of the issue of fraud was essential to the prior litigation; and 5) the parties in the present matter are the same as the parties in the prior litigation. Therefore, collateral estoppel bars Lindberg's claims in the present matter as well. Lindberg also again failed to plead fraud with specificity as required by Rule 4:5-8(a), which provides: "In all allegations of misrepresentation [or] fraud . . . particulars of the wrong, with dates and items if necessary, shall be stated insofar as [is] practicable." Neither Lindberg's complaint nor his response to defendants' motion for summary judgment provide the requisite particulars of A-0078-25 14 the wrongs. There are no dates nor any other specifics, only "generalized allegations," similar to Lindberg's pleadings in the prior litigation. Hence, even if hypothetically plaintiff's fraud claims were not deemed precluded, they were deficiently pled. Fraud cannot be presumed but must instead be pleaded with particularity. Affirmed. A-0078-25 15