Full 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NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court."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-0151-25 BRAMNICK FOR SENATE, Plaintiff, v. VALLEY NATIONAL BANCORP and JP MORGAN CHASE BANK, Defendants, and VALLEY NATIONAL BANK, as subrogee of BRAMNICK FOR SENATE, Third-Party Plaintiff- Appellant, v. JP MORGAN CHASE BANK, Third-Party Defendant, and THE VENDING GOAT LLC and JOANNA D. HARDEN, Third-Party Defendants- Respondents. _______________________________ Argued October 14, 2026 – Decided November 2, 2026 Before Judges Natali and Jablonski. On appeal from the Superior Court of New Jersey, Law Division, Union County, Docket No. L-3147-23. Patrick J. Spina argued the cause for appellant (Patrick J. Spina, PC, attorney; Patrick J. Spina, of counsel and on the brief). Respondents have not filed briefs. PER CURIAM Valley National Bank (Valley National), as subrogee of plaintiff Bramnick for Senate (Bramnick), appeals from an August 25, 2025 order denying its application for punitive damages and counsel fees against defendants Vending Goat LLC (Vending Goat) and Joanna D. Harden (Harden) and (the Harden defendants, collectively). We conclude Valley National adequately pled a claim for punitive damages in its third-party complaint and the record demonstrates the Harden defendants engaged in conduct sufficiently egregious to support such an award. We agree the trial court correctly denied Valley National's request for counsel fees. Accordingly, A-0151-25 2 we affirm the order to the extent it denied counsel fees, reverse it as it denied punitive damages, and remand to the trial judge to determine an appropriate amount of punitive damages. I. Bramnick, a customer of Valley National, initiated a wire transfer in the amount of $36,589, identifying Flexpoint Media Inc. as the intended beneficiary of those funds. In submitting the transfer, however, an incorrect beneficiary account number was accidentally entered. As a result, defendant JPMorgan Chase Bank, N.A. (Chase) credited the funds to an account owned and maintained by Vending Goat. After Bramnick discovered the error, Valley National contacted Chase and requested either the payment order be amended to identify the proper beneficiary or the transfer be recalled. Chase attempted to contact the Harden defendants to have them return the funds. Harden personally however, had already withdrawn $36,000 in cash from a Chase branch after receiving notice of the erroneous deposit. When Valley National did not receive confirmation from Chase that the funds had been returned, it sent a second request directing Chase to cancel the wire transfer and to return the funds to Valley National. A-0151-25 3 Chase's additional efforts to contact the Harden defendants were unsuccessful . The funds were never returned. Bramnick sued both Valley National and Chase to recover the money. In response, Valley National filed a third-party subrogation complaint asserting Bramnick's rights against Chase and the Harden defendants. As against the Harden defendants, Valley National sought to recover damages on the ground they wrongfully converted funds belonging to Bramnick for their own use. In that pleading, Valley National also demanded "exemplary damages" and counsel fees. In her answer, Harden admitted she received and had personally withdrawn the funds and had not returned them after being notified the deposit into her accounts was made in error. Vending Goat did not answer the complaint and the court entered default against that entity. After Harden answered, Valley National attempted to recover the funds and demanded the return the money by a certain date. According to Valley National, if the Harden defendants did not reimburse it by that specific time, Valley National would pursue summary judgment and ask for an award of punitive damages and attorneys' fees. The Harden defendants did not respond. Valley National moved for summary judgment. In a written opinion, the trial judge granted the motion, in part, and found the undisputed evidence A-0151-25 4 established the Harden defendants knew the funds did not belong to them, and they nevertheless withdrew and retained them. The judge further held the Harden defendants had been unjustly enriched by retaining a benefit to which they had no lawful entitlement. Additionally, the judge denied Valley National's request for punitive damages, reasoning Valley National had not expressly pleaded entitlement to that relief and had not otherwise established, by clear and convincing evidence, "actual malice or acted with a wanton and willful disregard of plaintiff when she withdrew the $36,000." The judge also denied Valley National's request for attorneys' fees. Valley National settled its claims against Chase and now appeals from the denial of punitive damages and attorneys' fees sought against the Harden defendants. Valley National argues because it properly pled and proved a claim for conversion against the Harden defendants, and its complaint sought punitive relief, the Harden defendants' knowing retention and use of funds that indisputably belonged to another warranted the assessment punitive damages. Valley National further contends it was entitled to recover attorneys' fees and A-0151-25 5 costs from the Harden defendants representing damages arising from their wrongful retention of the funds. II. We reverse the judge's denial of punitive damages because we conclude the request was properly pled by Valley National in its pleadings and the record before us demonstrates the Harden defendants' course of misconduct is marked by aggravating circumstances that permit the award. See N.J.S.A. 2A:15-5.10. Initially, we note this matter comes before us on appeal from the trial judge's summary judgment order denying Valley National's request for punitive damages and attorneys' fees. Since the trial court found, as a matter of law, Valley National was not entitled to an award of either, these questions are subject to a plenary review before us with no deference provided to the trial judge's conclusions. See Manalapan Realty, L.P. v. Twp. Comm. of Manalapan, 140 N.J. 366, 378 (1995). Legal issues and conclusions are subject to de novo plenary appellate review. See New Jersey Transit Corp. v. Certain Underwriters at Lloyd's London, 461 N.J. Super. 440, 452 (App. Div. 2019). A-0151-25 6 As a general proposition, punitive damages, sanctions awarded separately from compensatory damages to punish or to deter "particularly egregious conduct," are meant to be a "limited remedy and must be reserved for special circumstances." Maudsley v. State, 357 N.J. Super. 560, 590-91 (App. Div. 2003). An award of punitive or exemplary damages 1 is appropriate if a party claiming entitlement to them proves clearly and convincingly the harm suffered resulted from a defendant's acts or omissions and those acts or omissions were taken with actual malice or were accompanied by a wanton and willful disregard of persons who foreseeably might be harmed by those acts or omissions. N.J.S.A. 2A:15-5.12(a). "Actual malice" means an "intentional wrongdoing in the sense of an evil minded act." In re Gloria T. Mann Revocable Tr., 468 N.J. Super. 160, 178 (App. Div. 2021) (quoting N.J.S.A. 2A:15-5.10) (internal quotation marks omitted). "Wanton and willful disregard" is defined as "a deliberate act or omission with knowledge of a high degree of probability of harm to another and reckless indifference to the consequences of such act or omission." 1 "'Punitive damages' includes exemplary damages . . . ." N.J.S.A. 2A:15- 5.10. They are synonymous terms. See Black's Law Dictionary 489-91 (12ed. 2024). A-0151-25 7 N.J.S.A. 2A:15-5.10. To support a claim for punitive damages, a clamant must identify conduct that is "exceptional or outrageous" and "especially egregious." Saffos v. Avaya Inc., 419 N.J. Super. 244, 263 (App. Div. 2011) (first quoting Maiorino v. Schering-Plough Corp., 302 N.J. Super. 323, 353 (App. Div. 1997); and then quoting Rendine v. Pantzer, 141 N.J. 292, 314 (1995)) (internal quotation marks omitted). Beyond the commission of a tort, "[s]omething more" is always required to substantiate the entitlement to punitive damages. Nappe v. Anschelewitz, Barr, Ansell & Bonello, 97 N.J. 37, 50 (1984) (quoting W. Prosser, Handbook on the Law of Torts §2, at 9-10 (2d ed. 1955)). "There must be circumstances of aggravation or outrage . . . or a fraudulent or evil motive on the part of the defendant, or such a conscious and deliberate disregard of the interests of others that [the] conduct may be called willful or wanton." Ibid. In determining whether punitive damages should be awarded, the trier of fact should weigh all relevant evidence, including, but not limited to, the following factors: 1. The likelihood, at the relevant time, that serious harm would arise from the defendant's conduct; 2. The defendant's awareness of reckless disregard of the likelihood that the serious harm at issue would arise from the defendant's conduct; A-0151-25 8 3. The conduct of the defendant upon learning that its initial conduct would likely cause harm; and 4. The duration of the conduct or any concealment of it by the defendant. [N.J.S.A. 2A:15-5.12(b).] In light of these principles, and based on our de novo review of the record, we disagree with the trial judge's determination that punitive damages were unwarranted. First, as a procedural matter, Valley National properly demanded punitive damages in count five of its third-party complaint, and the underlying tort of conversion was adequately pled and established by the proofs. Second, the record contains ample evidence the Harden defendants acted with the requisite "wanton and willful disregard" for the rights of others. N.J.S.A. 2A:15-5.12. Harden admitted she received the funds and failed to return them despite multiple demands from a variety of parties to do so. Notably, from the outset, the wire transfer identified the source of the funds as "Valley National Bank . . . Bramnick for Senate, Westfield, NJ 07090." Nothing in the wire documentation substantiated the allegation, first advanced in Harden's answer, that the funds represented loan proceeds. That assertion remained unsupported by competent evidence. A-0151-25 9 The record further reflects after Bramnick notified Valley National of the error, Valley National asked the wire to be corrected to reflect the proper Chase account and later requested cancellation of the wire and return of the funds for Bramnick's credit. Discovery established Chase received notice of the error and specifically contacted the Harden defendants to obtain their authorization to return the misdirected money. Rather than doing so, Harden withdrew $36,000 in cash at a Chase branch, and later removed the balance of the funds from an ATM. Chase later sent Harden a written demand for reimbursement, including those withdrawn at the branch and through the ATM. In her answer, Harden admitted she had not returned the money. We do not suggest punitive damages will follow automatically from every conversion claim. As noted, the Punitive Damages Act requires more than the commission of the underlying tort. But those additional aggravating circumstances are present here. After being expressly informed the funds were misdirected, the Harden defendants deliberately ignored repeated requests to return them and retained the money. Their refusal to correct an obvious mistake exposed Bramnick to substantial harm and constituted the type of aggravating circumstance warranting punitive relief. Because punitive damages are intended "to punish the defendant and to deter that defendant A-0151-25 10 from similar conduct in the future," N.J.S.A. 2A:15-5.10, the right to a punitive damages award was supported by the record. III. We affirm the trial judge's denial of Valley National's request for attorneys' fees from the Harden defendants. Valley National invokes the third- party exception to the American Rule, arguing a party forced to litigate with a third party because of another's tort may recover its attorneys' fees and litigation costs from the tortfeasor. Specifically, Valley National contends it is entitled to recover, as damages for the Harden defendants' conversion, the expenses it incurred in this litigation, including attorneys' fees. We disagree. "New Jersey has a strong public policy against the shifting of costs and . . . has embraced that policy by adopting the 'American Rule,' which prohibits recovery of counsel fees by the prevailing party against the losing party." In re Est. of Vayda, 184 N.J. 115, 120 (2005) (quoting In re Niles, 176 N.J. 282, 293-94 (2003)). A "party may not be granted attorney's fees unless authorized by the parties' contract, court rule, or statute." Rock Work, Inc. v. Pulaski Const. Co., 396 N.J. Super. 344, 350-51 (App. Div. 2007). New Jersey courts may also award attorneys' fees to a party who, "through the tort of another has been required to act in the protection of [that A-0151-25 11 party's] interests by bringing or defending an action against a third person." DiMisa v. Acquaviva, 198 N.J. 547, 554 (2009) (quoting Restatement (Second) of Torts §914(2) (1979)). This exception to the American Rule provides "if the commission of a tort proximately causes litigation with parties other than the tortfeasor, a plaintiff is entitled to recover damages measured by the expense of that litigation with third parties." Jugan v. Friedman, 275 N.J. Super. 556, 573 (App. Div. 1994) (citing Feldmesser v. Lemberger, 101 N.J.L. 184, 186-88 (E. & A. 1925) (permitting recovery of litigation costs against a tortfeasor, including attorneys' fees by a party who is forced into litigation with a third party as a result of the tortfeasor's fraud)). The exception, however, is narrow. As the Court explained, "[n]o matter how egregious that wrongful act, in the direct action between a plaintiff and a defendant, each party bears [its] own fees under the American Rule. It is only the requirement of litigation against a stranger that calls the exception into play." DiMisa, 198 N.J. at 554. We are satisfied the trial judge correctly concluded Valley National did not "identify any statute, case law, court rule, or contract that entitles it to an award of attorney's fees." We further note Valley National was not a stranger to these proceedings. Bramnick named Valley National as a direct defendant A-0151-25 12 in the underlying litigation, alleging it negligently mishandled the wire transfer at issue. Although the Harden defendants' adjudicated conversion of the funds precipitated Valley National's third-party application, Valley National nevertheless remained the primary defendant in the original action and asserted subrogation rights derivative of plaintiff's claim. In doing so, Valley National assumed a direct claim against the Harden defendants that mirrored the third - party action it filed. To accept Valley National's position would be "tantamount to charging the losing part[y] with the prevailing parties ' counsel fees." In re Niles, 176 N.J. at 296. Such a result would impermissibly contravene the American Rule. On remand, the fact finder should determine an appropriate punitive damages award consistent with the purposes underlying that relief. Other than concluding punitive damages are recoverable in this matter, we express no view as to the amount to be awarded. Affirmed in part, reversed in part, and remanded for further proceedings consistent with this opinion. We do not retain jurisdiction. A-0151-25 13