The opinion
NOT FOR PUBLICATION WITHOUT THE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 NOS. A-3457-24
A-0908-25
A-0910-25
COLLEGE ACHIEVE
PUBLIC SCHOOLS, INC.,
Petitioner-Appellant,
v.
STATE OF NEW JERSEY,
OFFICE OF THE STATE
COMPTROLLER,
Respondent-Respondent.
___________________________
COLLEGE ACHIEVE
PUBLIC SCHOOLS, INC.,
Petitioner-Respondent,
and
COLLEGE ACHIEVE GREATER
ASBURY PARK CHARTER
SCHOOL, INC.,
Nominal Petitioner-
Respondent,
v.
STATE OF NEW JERSEY,
OFFICE OF THE STATE
COMPTROLLER,
Respondent-Appellant.
___________________________
COLLEGE ACHIEVE
PUBLIC SCHOOLS, INC.,
Petitioner-Respondent,
v.
STATE OF NEW JERSEY,
OFFICE OF THE STATE
COMPTROLLER,
Respondent-Appellant.
___________________________
Argued May 28, 2026 – Decided June 25, 2026
Before Judges Mawla, Marczyk and Bishop-Thompson.
On appeal from the Superior Court of New Jersey,
Chancery Division, Monmouth County, Docket No.
C-000196-24.
On appeal from interlocutory orders of the Superior
Court of New Jersey, Chancery Division, Monmouth
County, Docket Nos. C-000196-24 and C-000080-25.
Christopher D. Adams argued the cause for College
Achieve Public Schools, Inc., appellant in A-3457-24
and respondent in A-0908-25 and A-0910-25
A-3457-24
2
(McCarter & English, LLP, attorneys; Christopher D.
Adams, of counsel and on the briefs; Scott Weingart
and Kieran T. Ensor, on the briefs).
Phoenix N. Meyers, Deputy Attorney General, argued
the cause for State of New Jersey, Office of the
Comptroller, respondent in A-3457-24 and appellant in
A-0908-25 and A-0910-25 (Jennifer Davenport,
Attorney General, attorney; Sookie Bae-Park, Assistant
Attorney General, of counsel; Phoenix N. Meyers and
Leo R. Boerstoel, Deputy Attorneys General, on the
briefs).
Jaryda Gonzalez argued the cause for College Achieve
Greater Asbury Park Charter School, Inc., respondent
in A-0908-10 (Johnston Law Firm, LLC, attorneys;
Thomas O. Johnston and Jaryda Gonzalez, on the brief).
PER CURIAM
In A-3457-24, appellant College Achieve Public Schools, Inc. (CAPS),
appeals from an order dated June 9, 2025, denying its motion to quash a
subpoena issued by respondent the State of New Jersey Office of the State
Comptroller (OSC). A-0910-25 is the OSC's appeal from a September 12, 2025
order staying the June 9 order. In A-0908-25, the OSC appeals from an October
1, 2025 order denying its motion to transfer the case to us for consolidation with
A-3457-24. We consolidated the appeals for purposes of issuing one opinion.
By way of background, in 2005, the Office of the Inspector General (OIG)
was created to investigate "alleged fraud, waste, abuse, or mismanagement of
A-3457-24
3
State funds"; "promote efficiency"; "identify cost savings"; and "prevent
misconduct within the programs and operations of any governmental agency
funded by, or disbursing, State funds." N.J.S.A. 52:15B-7, -1. In 2007, the OSC
was formed as an independent agency to "conduct[] . . . routine, periodic, and
random audits," as well as performance assessments of "all entities exercising
executive branch authority, public institutions of higher education, independent
State authorities, units of local government and boards of education." N.J.S.A.
52:15C-5. In 2010, the Legislature abolished the OIG and stated: "The
functions, powers, and duties conferred upon, or required to be exercised by, the
[OIG] are continued but such functions, powers, and duties are hereby
transferred to and shall be exercised and performed by the [OSC]." N.J.S.A.
52:15C-21(c).
Charter schools are part of New Jersey's "program of public education."
N.J.S.A. 18A:36A-2. These schools are managed by boards of trustees who,
upon receiving a charter, are deemed "public agents authorized by the State
Board of Education to supervise and control the charter school." N.J.S.A.
18A:36A-3(a). Charter schools receive State and local public funds, whereby
sending school districts transfer shares of their funding to the receiving charter
school on a per-student basis. N.J.S.A. 18A:36A-12.
A-3457-24
4
CAPS is a private, non-profit corporation, which has vendor contracts
with respondent CAPS-Asbury, a charter school, and other charter schools in
the State. Through its vendor contracts, CAPS provides services to assist with
schools' day-to-day management and administration. CAPS charges fees for its
management and operations contracts and facilities it leases to the schools.
In 2024, CAPS-Asbury reported it paid CAPS a management fee of
$1,062,395, which was the equivalent of 14.9% of its total share of State, local,
and federal revenue for the year. The same year, reports alleged CAPS-Asbury
mishandled public funds through nepotistic purchasing practices and payment
of excessive salaries to school administrators, among other allegations. CAPS
and CAPS-Asbury jointly commissioned the law firm of FBT Gibbons LLP, then
known as Gibbons P.C., to investigate the allegations.
On November 15, 2024, the OSC served CAPS with a subpoena for
documents containing twenty-three requests. In relevant part, the subpoena
stated:
This Subpoena is issued to [CAPS] – an entity that has
been identified as the charter management organization
[(CMO)] for [CAPS-]Asbury . . . and other schools in
the [CAPS] network – pursuant to the authority granted
to the [OSC] as set forth in N.J.S.A. 52:15B-1 [to -16]
and N.J.S.A. 52:15C-1 [to -24]. See, e.g., N.J.S.A.
52:15B-7 (authorizing [the OIG] "to receive and
investigate complaints concerning alleged fraud, waste,
A-3457-24
5
abuse, or mismanagement of State funds, designed to
provide increased accountability[,] integrity, and
oversight of: all recipients of State funds") (emphasis
added); N.J.S.A. 52:15B-1 (setting forth legislative
findings and declarations about "compelling need" for
[the OIG] to investigate allegations of the improper
discharge of duties and responsibilities "concerning the
expenditure of State funds by and the procurement
process of, all State departments and agencies," and
"county and municipal governments," among others)
(emphasis added); see also N.J.S.A. 52:15C-5
(consolidating [the OIG] function within the [OSC]).
The subpoena directed CAPS to produce documentation and reports, including
electronic documents and emails, pertaining to: the education services it
provides; real property agreements; regulatory compliance; tax filings; internal
operations and business policies and procedures; financial activities, including
investments; investigation reports, internal or otherwise, regarding the
allegations against CAPS-Asbury and its officials; and all COVID-19 pandemic
aid applications, agreements, awards, and data for related expenditures.
On December 16, 2024, in advance of a legislative hearing, CAPS sent a
memorandum to the New Jersey Senate Education Committee, in which it
acknowledged the public allegations "concerning the behavior of CAPS officials
in [the] CAPS[-]Asbury Schools." It noted, when its leadership learned of the
allegations, "CAPS immediately instituted a thorough battery of investigations,
A-3457-24
6
reviews, and reforms to ensure these actions were addressed and systems put in
place so they would never happen again."
CAPS did not respond to the subpoena. Instead, it filed a complaint and
order to show cause on December 20, 2024. The complaint alleged the subpoena
was overly broad because the "OSC is only entitled to receive documents that
reasonably relate to a matter that is under investigation." CAPS also argued the
OSC exceeded its authority because "it is an independent 'watchdog' agency that
oversees, audits, and monitors [S]tate agencies, independent State authorities,
[S]tate colleges and universities, local governments, and boards of education[,]"
and "CAPS . . . is none of those." Also, the OSC failed to inform CAPS "what
matter [the] OSC is investigating that the [s]ubpoena applies to."
Count I of the complaint sought to quash the subpoena because it
requested "categories of documents and information that are unreasonable in
their nature because they are overly broad, vague, seek privileged information,
unlimited in time or scope, and would otherwise require CAPS . . . to generate
new documents that presently do not exist to be able to comply as worded." The
OSC had not "explained what matter is under investigation or how its . . .
categories of requests reasonably relate to any matter under investigation."
A-3457-24
7
Count II alternatively sought an order revising and limiting the subpoena
consistent with Rule 1:9-2. The OSC answered on February 3, 2025.
The judge heard oral argument on February 20, 2025. At the close of this
hearing, she reserved her ruling to enable the parties time to confer and narrow
the scope of the dispute. This proved unsuccessful.
On April 8, 2025, the OSC issued a subpoena to CAPS-Asbury. It
demanded:
1. The complete investigatory file for any investigation
into violations or misconduct by [CAPS-Asbury] and
its former or current officials, including but not limited
to:
a. Any written or recorded witnesses'
statements, any summaries of witnesses'
statements, and/or other recordings of
witnesses' statements, whether or not
verbatim;
b. Any documents, electronic files, or
physical items gathered and/or produced to
be reviewed as part of any such
investigation, whether or not ultimately
relied on;
c. Any documents which provide, in whole
or in part, the factual background of the
investigation;
d. Any memoranda, summaries, lists, or
other items created by employees of
[CAPS-]Asbury or anyone acting on
A-3457-24
8
[CAPS-]Asbury's behalf to be used or
reviewed as part of any such investigation;
e. Any memoranda or other documents
memorializing or delineating the scope of
the investigation or used to define the
scope of the investigation;
f. Any correspondence, including emails
and responses between employees or
representatives of [CAPS-]Asbury and any
other persons regarding the investigation,
including its scope, or its findings;
g. Any emails and responses between
employees or representatives of [CAPS-
]Asbury and any employees or other
persons requesting information in support
of the investigation; and
h. Any documents created, modified, or
produced by [CAPS-]Asbury . . . in
response to, or to address findings of, the
investigation.
On April 29, 2025, CAPS filed a second complaint identifying itself as
petitioner, CAPS-Asbury as "nominal petitioner," and the OSC as respondent.
CAPS joined CAPS-Asbury as a nominal petitioner "because it has an interest
in the outcome of this litigation and is otherwise an indispensable party because
a just adjudication cannot be afforded without its presence in this action." It
asserted the initial subpoena covered "the very same materials [the OSC] now
seeks from CA[PS-]Asbury through the [s]ubpoena."
A-3457-24
9
Count I of the second complaint sought a declaratory judgment concluding
the information sought by the OSC in the April 8 subpoena was protected by the
attorney-client and work-product privileges. Count II sought to quash the
subpoena because it requested privileged and protected documents from the
Gibbons investigation, and was unreasonable and oppressive.
On June 6, 2025, the motion judge decided the issues raised in the first
complaint. She rejected CAPS's argument that if she were to allow the
subpoena, it would effectively be finding "anyone who contracts with a charter
school as a private vendor could be subpoenaed." The judge found "CAPS is
not simply a vendor of something less significant like school supplies or
furniture. It is managing these charter schools as a [CMO], and it gets paid by
the charter schools . . . in management fees."
The judge also rejected the argument CAPS "is neither a public agency,
nor a private vendor of a public agency because N.J.S.A. 52:15C-14(d) does not
explicitly list charter schools as" qualifying entities. She explained, N.J.S.A.
18A:36A-3 "states . . . a charter school shall be a public school and . . . the board
of trustees, upon receiving a charter from the commissioner, shall be deemed to
be public agents." For this reason, "a charter is . . . a unit of local government."
The judge further found charter schools clearly serve a public purpose, are
A-3457-24
10
subject to oversight by the Commissioner of Education, and have reporting
requirements pursuant to N.J.S.A. 18A:36A-2, -3, -11, and -17. The OSC had
"certified to the facts and information . . . necessary to . . . establish [its] reason
for obtaining the documents it request[ed]."
The judge found the requests fell "within [the] OSC's statutory purview[
under N.J.S.A.] 52:15C-8(c)(4), which governs audits undertaken by the O[I]G,
[and] says an entity means, . . . all entities exercising Executive branch authority,
independent State authorities, units of local government, or their vendors." The
OSC could "subpoena to compel the production of documents, records, and
information from units of local government, which includes a charter school or
a [private] vendor like CAPS." The judge found N.J.S.A. 52:15B-8(c)
empowered the OSC "to subpoena any documents, books, records, papers,
objects, or otherwise evidence of any person it reasonably believes may relate
to a matter under investigation." She noted the statute permits the OSC to "apply
to the Superior Court" to compel a party to comply with a subpoena.
Although "no one certified [as] to what they reasonably believed was
relevant," the judge concluded "a CMO . . . operating a charter school . . . [can]
be held accountable to [the] OIG and [the OSC] because it . . . receive[s] State
funds, even if it's a vendor." Even if she found CAPS was "only a private
A-3457-24
11
vendor, the documents being sought [were], nonetheless, relevant to [the OSC's]
investigation of CAP[S] and its charter schools, including CAP[S-]Asbury,
regarding whether there was fraud, waste, or abuse of State funds, as defined in
[N.J.S.A.] 52:15C-14." CAPS had to comply with the OSC's requests for
information because CAPS-Asbury was paying it with State funds. The judge
observed, "[t]his is a condition of the contract."
The judge found the subpoena provided a sufficient explanation of the
nature of its investigation because it identified CAPS as a CMO for CAPS-
Asbury and stated the OSC was acting pursuant to N.J.S.A. 52:15B-1 and
N.J.S.A. 52:15C-1. She cited the memorandum CAPS sent to the Senate
Education Committee acknowledging the allegations made against CAPS-
Asbury officials, CAPS's investigation into those allegations, and its plans for
reforms.
Citing Larkins v. Solter, 450 N.J. Super. 519, 536 (App. Div. 2017), the
judge concluded "the OSC is not required to provide its reasons for conducting
a performance audit," and "an auditee may not condition its cooperation and
assistance on [the] OSC first explaining why it selected the auditee for the
performance audit." Therefore, "CAPS [was] not entitled to any more detailed
amplification or explanation to why [the OSC] wants the information."
A-3457-24
12
Regardless of whether N.J.S.A. 52:15B-8(c) or N.J.S.A. 52:15C-8(c)(4)
applied, the judge still had to analyze the subpoena under "a good-cause
analysis." In other words, the court could still exercise its power to quash or
modify the scope of a subpoena under Rule 1:9-2 and Rule 4:10-3.
The judge had difficulty addressing CAPS's objections because they were
"general and impossible to evaluate, notwithstanding the [c]ourt gave CAPS and
the State the opportunity to try to narrow" the subpoena. Still, she found the
subpoena was overbroad in time "because some of the requests [were] unlimited,
while others [were] limited to 2019 to the present." She limited all the requests
to 2019 to the present.
Regarding the subject matter of the subpoena, the judge noted the CAPS
subpoena referenced CAPS-Asbury and the OSC had also issued a subpoena to
CAPS-Asbury. As a result, she concluded "it would be overly burdensome for
CAPS at this time to have to produce every document requested for every charter
school." The subpoena was overbroad in substance because it sought
"information regarding all of CAPS'[s] schools, even outside New Jersey." The
judge limited the subpoena to CAPS-Asbury. If the OSC needed additional
information, it could serve a new subpoena.
A-3457-24
13
The judge found the April 8 subpoena to CAPS-Asbury duplicative of the
subpoena issued to CAPS. Paragraph nineteen of the CAPS subpoena largely
covered the same information sought in the CAPS-Asbury subpoena because it
requested "all investigative reports, finding[s], or results from any
investigations, internal or otherwise, regarding alleged violations by CAPS [-
]Asbury and its former or current officials." The subpoena to CAPS-Asbury
"basically [sought] witness statements, documents, files, memoranda,
summaries, lists, other items, memoranda, documents, correspondence, emails,
et cetera regarding that investigation."
The judge decided she would render a final order regarding the subpoena
to CAPS. However, due to a conflict, a second judge would decide the CAPS-
Asbury subpoena.
On June 9, 2025, the judge issued a final order denying without prejudice
CAPS's motion to quash but granted modification of the subpoena. Her order
attached a rider modifying the subpoena, which gave CAPS twenty-one days to
produce the documents sought from January 1, 2019, to the present, limited to
CAPS's documents regarding CAPS-Asbury, rather than every charter school
managed by CAPS. The judge noted the request in paragraph nineteen is what
the OSC sought in the CAPS-Asbury subpoena, therefore she declined to rule
A-3457-24
14
on any objection to the paragraph as the issue would be handled by the second
judge.
On July 3, 2025, CAPS filed its notice of appeal. It then moved to stay
the June 9 order pending appeal. On September 12, 2025, the first motion judge
granted the stay. She reasoned, even though CAPS did not meet the legal
standard for a stay, not granting one could lead to inconsistent results in both
cases and cause the parties to needlessly expend time and money. It was better
to await our decision regarding the CAPS subpoena because it would "directly
affect" the CAPS-Asbury subpoena litigation.
The OSC appealed from the September 12 order granting the stay. On
August 21, 2025, the OSC filed a motion to consolidate the CAPS and CAPS-
Asbury cases and transfer them to us because we had exclusive jurisdiction.
CAPS and CAPS-Asbury opposed the motion and argued there were attorney-
client and work-product privilege issues, the record had not been developed, and
if the matter were transferred to us, we would be reviewing it in a vacuum.
The second motion judge heard and denied the motion on October 1, 2025.
He reasoned consolidation was not possible because, although there was some
overlap, there were different parties in each case, CAPS-Asbury's counsel was
not involved in the CAPS subpoena case, and the issues were different.
A-3457-24
15
Moreover, the CAPS-Asbury subpoena had been "carved out" by the first judge
and she had not yet addressed all the arguments related to the documents sought.
On October 21, 2025, the OSC appealed from the October 1 order. We
subsequently granted the OSC leave to appeal and consolidated the appeals.
CAPS-Asbury moved before us for an order seeking clarification about the
scope of the third appeal, which we denied on December 11, 2025.
While these matters were pending, CAPS and CAPS-Asbury complied
with the OSC's subpoenas seeking interviews of CAPS's executive employees.
On August 20, 2025, the OSC notified CAPS-Asbury and CAPS it had
completed its investigation and was preparing to issue a final public report. The
OSC sought feedback and comments from CAPS-Asbury and CAPS regarding
the findings in its draft report. CAPS agreed to produce its Chief Executive
Officer for an interview on November 7, 2025. On December 4, 2025, the OSC
issued an updated draft report to CAPS-Asbury and CAPS, again seeking
feedback.
On January 12, 2026, the OSC released a preliminary report on CAPS and
CAPS-Asbury. A Preliminary Investigation into College Achieve Greater
Asbury Park Charter School and its Charter Management Organization, N.J. Off.
of the State Comptroller (Jan. 12, 2026)
A-3457-24
16
https://www.nj.gov/comptroller/reports/2026/approved/20260112.shtml. The
report notes "the investigation remains ongoing." Ibid.
I.
A-3457-24
A.
CAPS argues the OSC lacks subpoena power when it is conducting an
audit under N.J.S.A. 52:15C-14(d). Subpoena power only exists when the OSC
is investigating under N.J.S.A. 52:15B-7. When the OSC acts under the
authority of the transferred powers previously vested in the OIG, it investigates
complaints concerning alleged fraud, waste, abuse, or mismanagement of State
funds. If the OSC acts in its original and separately allotted capacity, it can:
conduct internal audits; provide assurance on the adequacy of internal financial
controls within agencies of government; and assess the adequacy of controls
over financial management, contracting, financial reporting, and the delivery of
government programs and activities with due regard to efficiency, effectiveness ,
and economy. The distinction is important because when the OSC is requesting
information from a private vendor under N.J.S.A. 52:15C-14(d), it may lawfully
obtain only "relevant documents and information" in furtherance of its
examination of how public funds are being used. However, when the OSC
A-3457-24
17
operates under its separately allotted, transferred powers previously vested in
the OIG, it may subpoena "documents and information reasonably related to the
matter under investigation" under N.J.S.A. 52:15B-7.
CAPS claims the OSC was acting as comptroller, not inspector general,
and thus was unauthorized to demand the information it sought in the subpoena.
None of the disputed subpoena requests were relevant to the OSC's assessment
of the financial performance of CAPS-Asbury, who was the actual target of the
audit.
Therefore, according to CAPS, N.J.S.A. 52:15C-14(d) controlled, and the
first motion judge should have held the OSC could only obtain "relevant
documents and information." Had she applied this standard, the subpoena to
CAPS would have been quashed because none of the documents demanded were
relevant to the OSC's assessment of the financial performance of CAPS-Asbury.
The subpoena's demands for the private financial and operational matters of
CAPS, a private entity, exceeded the OSC's legal authority, and were irrelevant
because CAPS was not subject to the OSC's audit authority.
CAPS asserts it had a right to question the subpoena and move to quash
it. The first motion judge ignored the relevancy arguments and found the OSC
could issue a subpoena if it "reasonably believes" the materials sought may
A-3457-24
18
relate to a matter under investigation under N.J.S.A. 52:15B-8. CAPS alleges
our law has long required an agency subpoena outline with reasonable certainty
the subject matter of the investigation and make a substantial showing the
records contain evidence relevant and material to the issue. The OSC's subpoena
did not comply with these requirements, and its attempts to explain itself after
the fact did not cure the deficiency. Thus, it was not entitled to enforcement of
the subpoena.
CAPS claims the first motion judge overlooked the plain meaning of
N.J.S.A. 52:15B-1 and N.J.S.A. 52:15C-1, when she found the OSC possesses
conglomerated investigatory power. The Legislature preserved the delineation
between the OSC's agency powers and those it inherited from the OIG,
evidencing its intent to preserve the distinct statutory objectives of both the OIG
and the OSC. CAPS claims the judge ignored the respective enabling statutes
and ratified the OSC's subpoena, which was ultra vires.
CAPS contends the first motion judge's findings lack evidential support
under the relevancy standard because the OSC never explained why the
documents it sought were relevant to its investigation. The judge's reliance on
the memorandum CAPS submitted to a Senate committee was not enough
because the memorandum did not explain the allegations or conduct of CAPS-
A-3457-24
19
Asbury or indicate how the subpoena was relevant to the scope of the OSC's
regulatory authority.
CAPS argues the judge did not adequately limit the scope of records
sought, and the subpoena remains overbroad. She only eliminated one category
of documents, leaving CAPS to produce real estate transactions and leases,
service contracts, personnel matters, and detailed payment information. None
of these records pertain to any review or audit of CAPS-Asbury. And finding,
reviewing, and producing these records would impose a substantial economic
burden on CAPS as a non-profit corporation.
Even though the judge revised the subpoena on a temporal basis and
limited it only as to CAPS-Asbury, the subpoena sought information pertaining
to every aspect of CAPS-Asbury's operations, including utility bills,
transportation, school supplies, and salaries. CAPS insists once it receives
contracted-for funds from charter schools, the money becomes private funds,
and the OSC lacks any authority to compel the information as part of an audit.
CAPS also argues the first motion judge failed to address its several
requests for relief, including additional time for production and exclusion of
documents which were not readily accessible. The lack of findings on these
issues constituted reversible error under Rule 1:7-4.
A-3457-24
20
B.
The essential questions posed in this appeal involve whether the OSC has
subpoena power when it seeks information under N.J.S.A. 52:15C-14(d). This
appeal also asks what the applicable standard is when a subpoena recipient is
responding to a subpoena from the OSC. Is the recipient required to provide the
OSC with prompt access to all relevant documents and information as stated in
N.J.S.A. 52:15C-14(d)? Or can the information be compelled if the OSC
"reasonably believes" the subpoenaed party "may be able to give information
relating to a matter under investigation" as stated in N.J.S.A. 52:15B-8(c)?
Before we address these questions, we note there is no dispute CAPS is a
vendor as defined in N.J.S.A. 52:15C-14(d). Additionally, it is abundantly clear
from the facts and the record the OSC was operating in its investigative capacity.
Still, we must address CAPS's arguments regarding the competing statutes and
how they affect the OSC's authority to compel the production of documents.
Questions involving statutory interpretation are subject to our de novo
review. Murray v. Plainfield Rescue Squad, 210 N.J. 581, 584 (2012). We are
obligated to enforce a statute where its plain language is clear. Correa v. Grossi,
458 N.J. Super. 571, 579 (App. Div. 2019). Even so, "our basic rules of statutory
interpretation recognize that not every statute is clear, and in case of ambiguity,
A-3457-24
21
our guiding light is the Legislature's intent." Ibid. Our Supreme Court has stated
it is a "cardinal principle that the judicial construction of statutes must always
seek as its 'paramount goal' to carry out the Legislature's apparent intent." State
v. Gomes, 253 N.J. 6, 28 (2023) (quoting Branch v. Cream-O-Land Dairy, 244
N.J. 567, 587 (2021)). Where more than one statute is in play, we must reconcile
those statutes "so as to give full effect to each constituent part of an overall
legislative scheme." State v. Hodde, 181 N.J. 375, 379 (2004).
As we previewed, it is clear audits and investigations are different
undertakings. The Legislature did not eliminate these separate functions when
it transferred the OIG's powers to the OSC. Rather, the Legislature recognized
that, in the OIG, the OSC, and the Office of the Medicaid Inspector General,
there were "numerous agencies" performing similar functions. N.J.S.A. 52:15C-
20(a). Although those functions helped prevent "the waste, fraud, and abuse of
public resources, the overlapping of the missions of" these three entities had "the
potential to lead to inefficiencies in the performance of these critical functions."
N.J.S.A. 52:15C-20(b). Therefore, the Legislature concluded "[t]he
consolidation of the powers and duties of these existing State offices within the
[OSC] will allow for the systematic, efficient, and coordinated review and
oversight of the State and its subdivisions." N.J.S.A. 52:15C-20(c) (emphasis
A-3457-24
22
added). The highlighted language shows the Legislature intended to place the
plurality of powers and duties under one agency but did not intend a melding of
the different roles played by these agencies.
Indeed, in a general sense, an audit is "[a] formal examination of an
individual's or organization's accounting records, financial situation, or
compliance with some other set of standards." Black's Law Dictionary 150 (9th
ed. 2009). Whereas investigations involve an inquiry into a matter. See id. at
902 (defining "investigate"). "'Investigate' is a verb of broad meaning, which
may but does not necessarily include in its scope that type of verification which
is sought through an audit." In re Commuter Operating Agency's Determination,
164 N.J. Super. 311, 316 (App. Div. 1978).
N.J.S.A. 52:15B-8(c) reads as follows: "In furtherance of an
investigation, the [OIG] may compel at a specific time and place, by subpoena,
the appearance and sworn testimony of any person whom the [OIG] reasonably
believes may be able to give information relating to a matter under
investigation." (Emphasis added). N.J.S.A. 52:15C-14(d) requires:
[p]rivate vendors or other persons contracting with or
receiving funds from a unit in the Executive branch of
State government . . . upon request by the [OSC,]
provide [the OSC] with prompt access to all relevant
documents and information as a condition of the
contract and receipt of public monies.
A-3457-24
23
[(Emphasis added).]
N.J.S.A. 52:15B-8(c) requires a subpoena because it is not limited to
persons or entities doing business with the State or receiving State funds as is
the case with a vendor subject to N.J.S.A. 52:15C-14(d). In the context of this
litigation, N.J.S.A. 52:15B-8(c) grants the OSC the longer reach of a subpoena
to obtain the information it reasonably believes relates to the investigation.
Thus, N.J.S.A. 52:15B-8(c) and N.J.S.A. 52:15C-14(d) are not mutually
exclusive and can be read in a harmonious fashion. The former permits the OSC
to look for information beyond the State-vendor relationship, which may pertain
to that relationship. The latter is a streamlined process unencumbered by
subpoena processes because it is designed for an audit. The vendor is impelled
to provide the relevant audit-related information by the risk of losing receipt of
public funds rather than through enforcement of a subpoena.
Based on our statutory analysis, we conclude the OSC's subpoena to CAPS
improperly cited both N.J.S.A. 52:15B-1 and N.J.S.A. 52:15C-1, and the OSC's
subpoena power resides only under N.J.S.A. 52:15B-8(c). But as the first
motion judge found, the OSC did not lack the power to subpoena CAPS for the
documents it sought related to CAPS-Asbury. N.J.S.A. 52:15C-14(d) is not the
OSC's sole means of obtaining information from a vendor like CAPS, or for that
A-3457-24
24
matter, a charter school like CAPS-Asbury. The OSC can exercise its power
under N.J.S.A. 52:15B-8(c) to issue a subpoena as part of an investigation, even
if the subpoena is to a vendor. Having found the subpoena valid, we turn to the
parties' arguments related to the information sought by the subpoena.
"It is well settled that the subject of a subpoena duces tecum must be
specified with reasonable certainty, and that there must be a substantial showing
that the evidence sought to be adduced is relevant and material to the issues of
the case." Wasserstein v. Swern & Co., 84 N.J. Super. 1, 6-7 (App. Div. 1964).
"If the specification is so broad and indefinite as to be oppressive and in excess
of the demandant's necessities, the subpoena is not sustainable." Id. at 7. A trial
court "may quash or modify [a] subpoena or notice if compliance would be
unreasonable or oppressive." R. 1:9-2. We review a trial court's decision on a
motion to quash a subpoena for an abuse of discretion. In re Subpoena Duces
Tecum on Custodian of Recs., 214 N.J. 147, 162 (2013).
Pursuant to these principles, the first motion judge properly exercised her
discretion when she modified the subpoena to limit it temporally and limit its
subject matter to CAPS-Asbury. For these reasons, we affirm as modified the
June 9, 2025 order. We add, because we have affirmed the subpoena's validity,
the parties are free to address their privilege-based claims with the trial court as
A-3457-24
25
to the information sought by the OSC. Also, if there are difficulties associated
with the timely production of the materials sought by the OSC, the court can
address them in the normal course by conferencing the matter with the parties
or through motion practice.
II.
A-0908-25 and A-0910-25
A.
The OSC argues the first motion judge erred when she granted CAPS a
stay pending appeal. The judge issued the stay despite finding CAPS failed to
meet the legal standard for one, and yet, simultaneously denied CAPS's motion
to quash the subpoena. The OSC reiterates it had the right to the information as
a matter of law.
We need not reach this issue in light of our decision. The stay is vacated,
and the matter is returned to the trial court for further proceedings.
B.
The OSC asserts the second motion judge erred when he denied its request
to transfer the CAPS-Asbury subpoena case to us. It asserts we have exclusive
jurisdiction to determine the scope of the OSC's authority. We do not reach this
A-3457-24
26
argument because we have already consolidated these matters, and this issue is
moot.
Substantively, the OSC urges us to find the CAPS-Asbury subpoena was
a valid exercise of its oversight for the same reasons argued regarding the CAPS
subpoena. We do so for the reasons expressed in A-3457-24. CAPS and CAPS-
Asbury were subject to the OSC's subpoena power under N.J.S.A. 52:15B-8(c).
The OSC argues neither CAPS nor CAPS-Asbury explain why attorney-
client privilege applies. The attorney-client privilege is not limitless and must
be strictly construed under the facts of each case. Even then, CAPS and CAPS-
Asbury had to show how the privilege overrides public policy and the obligation
to disclose the information sought. The OSC asserts a similar argument
regarding the work-product doctrine.
We "can consider a case only to the point at which it had been unfolded
below." Scott v. Salerno, 297 N.J. Super. 437, 447 (App. Div. 1997). Our
review is "confined to the record made in the trial court," and we "will not
consider evidence submitted on appeal that was not in the record before the trial
court." Ibid.
A-3457-24
27
We decline to reach the OSC's arguments related to the privilege issues
because a record was not sufficiently developed to enable our review. As we
recounted in A-3457-24, this issue must await a resolution by the trial court.
III.
Finally, to the extent we have not addressed an argument raised in these
appeals, it is because it lacks sufficient merit to warrant discussion in a written
opinion. R. 2:11-3(e)(1)(E).
The June 9, 2025 order is affirmed as modified in A-3457-24. The
September 12, 2025 order granting a stay is vacated and remanded for further
proceedings in A-0910-25. And A-0908-25 challenging the October 1, 2025
order is dismissed as moot. We do not retain jurisdiction.
A-3457-24
28