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NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court ."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-2148-25 MAPLE HOLISTICS, LLC, YISROEL BORENSTEIN, individually and derivatively as Manager of MAPLE HOLISTICS, LLC, EF GROUP HOLDINGS LLC, and YISROEL BORENSTEIN, derivatively as Manager of EF GROUP HOLDINGS LLC, Plaintiffs-Respondents, v. MORDECHAI EISENBACH, RENA YELLIN, NS GROUP HOLDINGS LLC, and JOSEPH EHRMAN, as Manager of NS GROUP HOLDINGS LLC, Defendants-Appellants. ______________________________ Argued October 8, 2026 – Decided October 23, 2026 Before Judges Gummer and DeAngelis. On appeal from the Superior Court of New Jersey, Chancery Division, Monmouth County, Docket No. C- 000070-25. Samuel Kadosh (Gulko Schwed) argued the cause for appellants (Samuel Kadosh, attorney; Samuel Kadosh, of counsel and on the briefs; Darren C. Barreiro and Charles J. Vaccaro, on the briefs). Aaron Twersky (Twersky PLLC) argued the cause for respondents (Aaron Twersky, attorney; Aaron Twersky and Ilana Neufeld, on the brief). PER CURIAM Defendants appeal from a March 2, 2026 order denying their motion to compel arbitration and to dismiss the complaint. Based on our review of the record and applicable law, we affirm. I. Maple Holistics, LLC (Maple Holistics) was established in 2012 by non- party Binyomin Rutstein and defendant Mordechai Eisenbach. In or around 2014, Eisenbach and Rutstein appointed a third-party entity, BNR Consulting LLC, as Maple Holistics's manager. Both Eisenbach and Rutstein then restructured their ownership interests through two separate entities, EF Group Holdings LLC (EF) and NS Group Holdings LLC (NS). In 2015, plaintiff Yisroel Borenstein was appointed as manager of Maple Holistics. In 2019, EF and NS were transferred into a Private Placement Life Insurance policy. The parties dispute whether Eisenbach and his wife, defendant Rena Yellin, A-2148-25 2 (collectively, Eisenbach Defendants) retain an ownership interest in Maple Holistics. On April 3, 2025, plaintiffs filed a complaint an order to show cause seeking temporary and preliminary injunctive relief. Plaintiffs alleged that in March 2025 Eisenbach took control of all of Maple Holistics's business accounts, including its online vendor, bank, telephone, and payroll accounts. Plaintiffs further alleged the Eisenbach Defendants' actions caused lost sales, damaged Maple Holistics's brand and reputation, and resulted in the misappropriation and conversion of company funds and assets. On April 15, 2025, the trial court placed its decision on the record, denying plaintiffs' request for temporary injunctive relief, and entered an order setting a return date for the order to show cause. Before the return date, plaintiffs withdrew their application for preliminary injunctive relief . Plaintiffs filed an amended complaint on August 28, 2025. On October 9, 2025, plaintiffs filed a stipulation extending defendants' time to answer the amended complaint to December 5, 2025. Before defendants filed an answer, on October 27, 2025, non-party Rutstein sent the Eisenbach defendants and Joseph Ehrman a Hazmanah, or summons, requiring their A-2148-25 3 appearance before a Bais Din1 to address claims arising from "the business, management, ownership, financial dealings, and operations of the partnership between the parties in Maple Holistics [] and NS." The summons explained that a failure to reply to the Hazmanah could result in the issuance of a Ksav Siruv,2 which defendants characterize as having serious religious and community consequences. On November 25, 2025, Rutstein sent defendants a second Hazmanah. That same day, defendants sought to confirm the scope of the summons to ensure it encompassed all of plaintiffs' claims in the lawsuit, and Rutstein and 1 A Bais Din is an ecclesiastical tribunal established to resolve disputes under Jewish law. Elmora Hebrew Ctr. v. Fishman, 215 N.J. Super. 589, 592 (App. Div. 1987). 2 A Seruv: is an order of contempt issued by a Bais Din, a rabbinical court, to a [party] who refuses to comply with the order of the Bais Din[.] A person issued a Seruv is known as a mesarev ledin. Such person must be shunned by all Orthodox Jews. He is also forbidden from reading the Torah aloud during religious ceremonies, from being called to the pulpit as an honor, from participating in any form of prayer gathering, and from being buried in an Orthodox Jewish cemetery. [Abdelhak v. Jewish Press Inc., 411 N.J. Super. 211, 219 n.3 (App. Div. 2009).] A-2148-25 4 Borenstein confirmed by email that it did. The parties then took steps consistent with preparing for a Bais Din, including selecting Toens, or religiously trained advocates, to represent them before the tribunal and addressing other arrangements for the Bais Din, including selection of members of the tribunal. On December 2, 2025, defendants' counsel sent plaintiffs' counsel a proposed stipulation of dismissal of this lawsuit without prejudice, stating he understood the parties had an "agreement . . . to dismiss the court action and to appear before a Bais Din." On December 3, 2025, plaintiffs' counsel responded that that was not his understanding and stated "[u]ntil there is a signed arbitration agreement, of which there is not to my knowledge, we are not prepared to dismiss anything." On December 5, 2025, defendants moved to dismiss the complaint and to compel arbitration. Over the next several weeks, the parties continued exchanging communications regarding the selection of the third member of the tribunal. A Shtar Berurin 3 was never signed by the parties. On January 15, 3 A Shtar Berurin is a written agreement between the parties "to submit their disputes to the . . . Bais Din." In re Fein v. Fein, 610 N.Y.S.2d 1002, 1004 (N.Y. Sup. Ct. 1994). A-2148-25 5 2026, Rutstein withdrew the Hazmanah. On January 22, 2026, plaintiffs filed opposition to defendants' motion to dismiss and compel arbitration. After hearing argument, the trial court placed a decision on the record denying defendants' motion, because "there [was] no evidence that both parties explicitly waived their right to proceed before this [c]ourt and because there was no acknowledgment of a formal signed agreement with clear and unambiguous terms[.]" The court entered an order denying defendants' motion without prejudice on March 2, 2026. This appeal followed. II. We use a de novo standard of review when determining the enforceability of an arbitration agreement. Goffe v. Foulke Mgmt. Corp., 238 N.J. 191, 207 (2019). The validity of an arbitration agreement is a question of law, and we conduct a plenary review of such legal questions. Atalese v. U.S. Legal Servs. Grp., L.P., 219 N.J. 430, 445-46 (2014); Barr v. Bishop Rosen & Co., Inc., 442 N.J. Super. 599, 605 (App. Div. 2015) (citing Hirsch v. Amper Fin. Servs., LLC, 215 N.J. 174, 186 (2013)). The New Jersey Arbitration Act (NJAA), N.J.S.A. 2A:23B-1 to -36, enunciates a policy favoring arbitration. Atalese, 219 N.J. at 440. Under the NJAA, arbitration is fundamentally a matter of contract. NAACP of Camden A-2148-25 6 Cnty. E. v. Foulke Mgmt. Corp., 421 N.J. Super. 404, 424 (App. Div. 2011). Accordingly, the NJAA allows arbitration agreements to be regulated under general contract principles, and a court may invalidate an arbitration clause under principles of contract law. N.J.S.A. 2A:23B-6(a); Flanzman v. Jenny Craig, Inc., 244 N.J. 119, 133-34 (2020). "An agreement to arbitrate, like any other contract, 'must be the product of mutual assent, as determined under customary principles of contract law.'" Atalese, 219 N.J. at 442 (quoting NAACP of Camden Cnty. E., 421 N.J. Super. at 424). "A legally enforceable agreement requires 'a meeting of the minds.'" Ibid. (quoting Morton v. 4 Orchard Land Tr., 180 N.J. 118, 120 (2004)). Consequently, to be enforceable, the terms of an arbitration agreement must be clear, and any legal rights being waived must be identified. Id. at 442-43; see also Kernahan v. Home Warranty Adm'r of Fla., Inc., 236 N.J. 301, 319-20 (2019). "No particular form of words is necessary to accomplish a clear and unambiguous waiver of rights." Atalese, 219 N.J. at 444. If, "at least in some general and sufficiently broad way," the language of the clause conveys that arbitration is a waiver of the right to bring suit in a judicial forum, the clause will be enforced. Id. at 447. A-2148-25 7 "[A]n express waiver of the right to seek relief in a court of law to the degree required by Atalese is unnecessary when parties to a commercial contract are sophisticated and possess comparatively equal bargaining power." Cnty. of Passaic v. Horizon Healthcare Servs., Inc., 474 N.J. Super. 498, 504 (2023). III. The parties dispute whether an enforceable arbitration agreement exists. Defendants contend the email communications between the parties on November 25, 2025, created a binding arbitration agreement. Although a formal, written arbitration agreement is not necessary to enforce a mutual agreement to arbitrate a dispute, the party seeking enforcement must demonstrate mutual assent to the arbitration process. The Hazmanahs were sent to defendants by a non-party. Even putting aside whether a non-party can bind litigants to arbitration, the record does not support a finding of mutual assent to arbitrate. Plaintiffs' counsel clearly indicated that plaintiffs' consent to arbitrate was conditioned on the execution of a written, signed arbitration agreement, which never occurred. Additionally, the November 25, 2025 emails between the parties focused solely on the scope of an arbitration, and no communications confirmed a mutual agreement to A-2148-25 8 arbitrate. Thus, as the trial court properly found, there is no evidence of mutual assent to arbitrate the dispute between the parties. Even if there was mutual assent to arbitrate, there is no evidence as to the terms of the agreement and whether those terms comply with the NJAA and Atalese. Nothing in the parties' communications indicates that plaintiffs understood that, if they agreed to arbitrate, they would be waiving their right to a jury trial and their right to have a judge preside over the proceedings. Defendants contend that the disclosure of the jury-trial waiver was unnecessary because the parties, by virtue of their business ownership, are sophisticated. But other than defendants' bald assertion, nothing in the record establishes that the parties are sophisticated. Accordingly, we affirm the March 2, 2026 order denying the motion to compel arbitration and dismiss the complaint. Affirmed. A-2148-25 9