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NOT FOR PUBLICATION WITHOUT THE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 NO. A-3158-24
CITIZENS BANK, NA, formerly
known as CITIZENS BANK OF
PENNSYLVANIA,
Plaintiff-Respondent,
v.
V EXPRESS GROUP INC.,
JOSEPH SPIRA, CHAIN FASTEN,
and JOMI COMPRESSION,
a/k/a JOMI PARTNERS LLC,
Defendants-Appellants.
______________________________
Submitted May 12, 2026 – Decided June 25, 2026
Before Judges Torregrossa-O'Connor and Rosero.
On appeal from the Superior Court of New Jersey, Law
Division, Ocean County, Docket No. L-0472-25.
Levenson Law LLC, attorney for appellants (Scott C.
Levenson, on the briefs).
Buchanan Ingersoll & Rooney, PC, attorneys for
respondent (Neil Sarker, on the brief).
PER CURIAM
Defendants V Express Group, Inc., Joseph Spira, Chain Fasten, and Jomi
Compression a/k/a Jomi Partners, LLC appeal from an April 25, 2025 Law
Division order confirming an arbitration award against them and entering
judgment in favor of plaintiff Citizens Bank, N.A., formerly known as Citizens
Bank of Pennsylvania, in the amount of $137,663.57. Based on our de novo
review of the record and prevailing law, we affirm.
On July 6, 2018, plaintiff and defendants entered into a written loan
agreement (the agreement) whereby plaintiff loaned defendants the principal
sum of $150,000. Defendants are residents of, conduct business in, and own
property located in Ocean County, New Jersey. The agreement specifies that
the loan transaction was not a consumer credit transaction. The agreement in
the "Term Note" section states: "The Borrower represents to the Bank that the
proceeds of this Note will not be used for personal, family, or household
purposes. . . ." Section 3.16 "Use of Proceeds," of the agreement states: "The
proceeds of the Loan(s) will not be used for personal, family, or household
purposes. . . ."
Section 8.15 of the agreement further states: "Borrower and Guarantor
irrevocably submit to the nonexclusive jurisdiction of any federal or state court
A-3158-24
2
sitting in the Commonwealth of Pennsylvania, over any suit, action or
proceeding arising out of or relation to the Obligations, the Collateral or any of
the Loan Documents." Regarding disputes, the agreement states in Section 9.1:
"[U]pon the demand of a Disputing Party, [the dispute shall] be submitted to and
resolved by arbitration as hereby provided. Any Disputing Party may request
the American Arbitration Association (AAA) to designate one neutral arbitrator
who shall be qualified as an arbitrator under the standards of the AAA . . . ."
The agreement further states in Section 9.4: "It is specifically understood and
agreed that any party may enforce any award rendered pursuant to this Section
9 by bringing suit in any court of competent jurisdiction."
On February 3, 2022, defendants defaulted on their obligations under the
agreement resulting in plaintiff initiating a civil action against defendants in
Philadelphia County, Pennsylvania. Defendants moved to compel private
arbitration pursuant to Section 9 of the agreement, and the case was dismissed
with prejudice on February 15, 2023 for the matter to proceed "in arbitration
pursuant to the credit agreement." Accordingly, on July 11, 2024, a hearing was
held in the AAA Commercial Division in Philadelphia, Pennsylvania. On July
24, 2024, the arbitrator issued a written award against defendants in the
A-3158-24
3
aggregate amount of $137,663.57 (the arbitration award). Defendants did not
appeal or seek to modify the award.
It is undisputed that the AAA Commercial Arbitration Rules and
Mediation Procedures in section R-54 (c) state: "Parties to an arbitration under
these Rules shall be deemed to have consented that judgment upon the
arbitration award may be entered in any federal or state court having jurisdiction
thereof."
On February 13, 2025, plaintiff filed a verified complaint and order to
show cause in New Jersey seeking confirmation of the private arbitration award
pursuant to N.J.S.A. 2A:23B-22 and -25, as well as Rules 4:67 and 4:42-11(b).
Defendants objected to the confirmation arguing that pursuant to the agreement,
the arbitration award must be confirmed as a judgment in Pennsylvania. The
trial court rejected defendants' arguments. Specifically, after hearing oral
arguments and having reviewed the pertinent sections of the agreement, the
court found there was no conflict with Pennsylvania law, and based on the
language contained in the agreement, the parties could, after arbitration, enforce
the arbitration award in any court of competent jurisdiction. On April 25, 2025,
the court entered an order confirming the arbitration award and judgment in
favor of plaintiff. This appeal followed.
A-3158-24
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On appeal, defendants raise one point for our consideration, arguing that
"[t]he trial court erred by confirming the arbitration award because [plaintiff
was] required to seek confirmation of the award in Pennsylvania." Plaintiff
counters that the agreement expressly permits enforcement of the arbitration
award "in any court of competent jurisdiction." Plaintiff further argues that the
AAA rules, the Federal Arbitration Act (FAA), and New Jersey law all permit
confirmation in New Jersey, where defendants reside, conduct business, and
own property.
Because our review of a trial judge's order confirming an arbitration award
is a question of law, "we owe no special deference to the [judge's] interpretation
of the law and the legal consequences that flow from the established facts."
Yarborough v. State Operated Sch. Dist. of City of Newark, 455 N.J. Super. 136,
139 (App. Div. 2018). Our standard of review is thus de novo. Manger v.
Manger, 417 N.J. Super. 370, 376 (App. Div. 2010).
"It is well-settled that '[c]ourts enforce contracts based on the intent of the
parties, the express terms of the contract, surrounding circumstances and the
underlying purpose of the contract.'" In re Cnty. of Atlantic, 230 N.J. 237, 254
(2017) (alteration in original) (quoting Manahawkin Convalescent v. O'Neill,
217 N.J. 99, 118 (2014)) (internal quotation marks omitted). Our Supreme Court
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5
has stated "[t]he plain language of the contract is the cornerstone of the
interpretive inquiry; [and] 'when the intent of the parties is plain and the
language is clear and unambiguous, a court must enforce the agreement as
written, unless doing so would lead to an absurd result.'" Barilla v. Bd. of Educ.
of Cliffside Park, 241 N.J. 596, 616 (2020) (quoting Quinn v. Quinn, 225 N.J.
34, 45 (2016)).
Section 8.15 of the agreement before this court provides:
Borrower and Guarantor irrevocably submit to the
nonexclusive jurisdiction of any Federal or state court
sitting in the Commonwealth of Pennsylvania, over any
suit, action or proceeding arising of or relating to the
Obligations, the Collateral or any of the Loan
Documents. Borrower and Guarantor irrevocably
waive, to the fullest extent it may be effective to do so
under applicable law, any objection it may now here or
hereafter have to laying of the venue of any such suit,
action or proceeding brought in any such court and any
claim that the same has been brought in and
inconvenient forum.
Section 9 of the agreement, entitled "Arbitration" deals with alternative
dispute resolution. Section 9.1 states: "upon the demand of a Disputing Party,
[the dispute shall] be submitted to and resolved by arbitration as hereby
provided. Any Disputing Party may request the AAA to designate one neutral
arbitrator who shall be qualified as an arbitrator under the standards of the
AAA . . . ." Section 9.1 also outlines the qualifications of an AAA-certified
A-3158-24
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arbitrator. Additionally, the AAA Commercial Arbitration Rules, incorporated
by reference, also provide that "judgment upon the arbitration award may be
entered in any federal or state court having jurisdiction thereof."
In addition to providing procedures and the timeline for arbitration,
Section 9.4 concludes by outlining the finality of awards:
Each Disputing Party to such arbitration agrees that any
award of the arbiter shall be final, conclusive and
binding that they will not contest the action by any
other party thereto in accordance with an award of an
arbiter. It is specifically understood and agreed that
any party may enforce any award rendered pursuant to
section 9 by bringing suit in any court of competent
jurisdiction.
[(Emphasis added).]
Defendants contend that the parties' agreement and Pennsylvania law
require confirmation in Pennsylvania, where the arbitration occurred and where
the agreement designates venue. In doing so, defendants ask this court to
disregard the clear language in Section 9.4. Citing Cnty. of Atlantic, 230 N.J.
at 255, defendants state: "If a court concludes that a contractual term is
ambiguous, the court considers the parties' practical construction of the contract
as evidence of their intention and as controlling weight in determining a
contract's interpretation." However, the agreement here contains unambiguous
language that permits a party to enforce an arbitration award in "any court of
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competent jurisdiction." While Section 8.15 establishes Pennsylvania as a
nonexclusive forum for disputes, Section 9.4 expressly authorizes enforcement
of an arbitration award in any court of competent jurisdiction. Thus, when read
in its entirety, the agreement is clear. As the trial court found, Section 8.15
concerns civil litigation, and Section 9 concerns arbitration awards and
enforcement. Therefore, "a court must enforce the agreement as written" where,
as here, the record is void of any "absurd result" to the defendants. See Barilla,
241 N.J. at 616.
Turning to the FAA, defendants state that "[n]othing in the FAA
authorizes a party to ignore a bargained-for forum selection clause. [Plaintiff]
cites no federal case suggesting that an enforcement selection cause overrides a
specific venue clause or that the FAA permits confirmation in a jurisdiction
other than the one selected by the parties." Concerning awards, the FAA states:
If the parties in their agreement have agreed that a
judgment of the court shall be entered upon the award
made pursuant to the arbitration, and shall specify the
court, then at any time within one year after the award
is made any party to the arbitration may apply to the
court so specified for an order confirming the award,
and thereupon the court must grant such an order unless
the award is vacated, modified, or corrected as
prescribed in sections 10 and 11 of this title.
[9 U.S.C. § 9.]
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Of significance, Section 9.4 of the agreement makes no mention of a
specific venue for enforcement. Rather, Section 9.4 permits awards in "any
court of competent jurisdiction." Defendants interpret the FAA as granting a
degree of exclusivity that the Supreme Court expressly rejected in Cortez Byrd
Chips v. Bill Harbert Constr. Co., 529 U.S. 193, 195 (2000). In Cortez Byrd
Chips, the Court held that the FAA's venue provisions are permissive, not
exclusive. Ibid. "Nothing, indeed, would be more clearly at odds with both the
FAA's 'statutory policy of rapid and unobstructed enforcement of arbitration
agreements,' or with the desired flexibility of parties in choosing a site for
arbitration." Id. at 201 (citation omitted) (quoting Moses H. Cone Mem'l Hosp.
v. Mercury Constr. Corp., 460 U.S. 1, 23 (1983)). Thus, we are satisfied the
FAA supports confirmation of the arbitration award in "any court of competent
jurisdiction" as stated in section 9.4 of the agreement.
New Jersey law also supports this interpretation. N.J.S.A. 2A:23B-22
allows a party to file a summary action to confirm an arbitration award:
After a party to an arbitration proceeding receives
notice of an award, the party may file a summary action
with the court for an order confirming the award, at
which time the court shall issue a confirming order
unless the award is modified or corrected pursuant to
section 20 or 24 of this act or is vacated pursuant to
section 23 of this act.
A-3158-24
9
Plaintiff filed summarily to confirm the award pursuant to this provision of the
law, as modification or correction of the award were not at issue here.
N.J.S.A. 2A:23B-27 provides that venue is proper in the county where the
parties reside or do business, or where the arbitration occurred:
A summary action pursuant to section 5 of this act shall
be commenced in the court of the county that would
have venue if the matter were subject to Superior Court
rules in civil actions, or to a court in which the
agreement to arbitrate specifies the arbitration hearing
is to be held or, if the hearing has been held, in the court
of the county in which it was held.
It is undisputed that defendants reside, conduct business, and own
property in Ocean County, New Jersey. As such, venue is established.
N.J.S.A. 2A:23B-25(a) instructs courts as to the procedure following an
arbitration award, stating: "[u]pon granting an order confirming, vacating
without directing a rehearing, modifying, or correcting an award, the court shall
enter a judgment in conformity with the arbitrator's award. The judgment may
be recorded, docketed, and enforced as any other judgment in a civil action."
Additionally, N.J.S.A. 2A:23B-5 states that "[e]xcept as otherwise provided in
section 28 of this act, an application for judicial relief pursuant to this act shall
be made upon commencement of a summary action with the court and heard in
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the manner provided for in such matters by the applicable court rules." Lastly,
Rule 4:67-1 states:
This rule is applicable (a) considers the applicability of
per (a) to all actions in which the court is permitted by
rule or by statute to proceed in a summary manner,
other than actions for the recovery of penalties which
shall be brought pursuant to R[ule] 4:70; and (b) to all
other actions in the Superior Court other than
matrimonial actions and actions in which unliquidated
monetary damages are sought, provided it appears to
the court, on motion made pursuant to R[ule] 1:6-3 and
on notice to the other parties to the action not in default,
that it is likely that the matter may be completely
disposed of in a summary manner.
Based on these legal principles and the record before this court, we are
satisfied, the trial court correctly entered the order of April 25, 2025.
Further, defendants' reliance on 231 Pa. Code § 1326(b) is misplaced. 231
Pa. Code § 1326(b) states, "The rules of this chapter shall govern proceedings
to compel arbitration and confirm an arbitration award entered in a claim arising
from a consumer credit transaction." It is undisputed that the agreement does
not involve a consumer credit transaction as defined by this chapter. As such,
Pennsylvania law does not bar confirmation and enforcement of the arbitration
award in New Jersey.
A-3158-24
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To the extent we have not addressed any remaining arguments, it is
because they lack sufficient merit to warrant discussion in a written opinion. R.
2:11-3(e)(1)(E).
Affirmed.
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