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Spring Ridge Associates v. County of Somerset

A-5176-00T2 (N.J. Super. App. Div. 2002) (Unpublished)

CONTRACTS; PAROL EVIDENCE— Parol evidence as to the parties’ intentions in a contract is not admissible where the contract has a merger clause and there is no ambiguity that leaves the contract’s meaning open to interpretation.

A developer received municipal planning board approval to build an apartment complex. As a condition for granting site plan approval for the project from the county planning board, the county required the developer to alleviate traffic by either constructing improvements to the adjacent roadways and highway interchange or to contribute its pro rata share of the costs to do so. The developer and the county entered into a contract which gave the county discretion to use the funds for purposes generally related to the roadway improvements. The contract did not specify the exact improvements that were to be made. After the county did its highway work, the developer sued the county for a refund of a portion of the funds it paid out for the roadway improvement project, claiming that there was no rational relationship between the roadway improvements and the traffic generated by the apartment complex. Further, the developer demanded that it be refunded the monies it paid out for certain improvements that were not built. The county moved for summary judgment dismissing the complaint. The lower court granted the motion and dismissed the complaint. On appeal, the Appellate Division affirmed. The lower court found that the developer’s claim that the parties intended that the moneys be used only for certain improvements was impermissible parole evidence. Since the contract clearly stated that it contained the entire agreement between the parties, the developer could not introduce evidence that there were other understandings of the parties’ respective obligations. The Appellate Division noted that a contract is to be interpreted and words given their plain meaning unless there is an ambiguity that leaves the contract open to interpretation. Here the contract was unambiguous and specified that funds were to be used to accommodate traffic, but not for any specific roadway project. The Court found that the improvements built by the county did accommodate traffic from the project, therefore the county fulfilled its obligations.

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