Full opinion text
OPINION BISSELL, District Judge. This matter arises pursuant to several motions made by the defendant in light of the jury verdict reached on April 19, 1991. Defendant Armstrong World Industries, Inc. (“Armstrong”) has renewed its earlier motion to dismiss all claims of the plaintiff, for judgment notwithstanding the verdict (J.N.O.V.), and for a new trial in the alternative. I. FACTS AND BACKGROUND Trial in this action took place over nearly three months, generating considerable evidence. Necessarily, then, the following is merely a summary of the background and procedural history. Where relevant to the motions herein, additional facts and evidence will be considered. Plaintiffs are Elliot Fineman, a New Jersey resident, and The Industry Network System, Inc. (“TINS”), a New Jersey corporation of which Elliot Fineman is the majority shareholder. Defendant Armstrong is a large corporation which manufactures, inter alia, floor covering, more particularly “resilient” floor covering often called linoleum in common parlance. In the time period most pertinent to this litigation, Armstrong also manufactured carpeting. Armstrong’s products are distributed through independent companies known as wholesalers or distributors who maintain warehouse stocks of such products and use their sales personnel to solicit retailers or others to purchase such products. In 1982 and 1983, Elliot Fineman and TINS were developing a “video magazine” for the floor covering industry. Essentially, the plan was that TINS would sell the monthly video to floor covering distributors, who would in turn sell subscriptions to the program to retailers. A distributor would sign a “Letter of Intent” to become a TINS distributor, and then Fineman and his staff would run a two or three day training program at the distributors’ place of business. This program would teach the salespeople how to sell the TINS magazine and how to improve sales overall. (See e.g. Px. 8001 at 15, TINS brochure describing sales program.) The video was designed to be similar to a printed magazine, with “articles” on various topics. The plaintiffs described the video as follows: The magazine consisted of four parts. The first segment featured Al Wahnon, the editor of the industry newspaper (Floor Covering Weekly) who went behind the scenes of current relevant news stories and discussed and analyzed them from the floor covering retailers point of view. The second section featured plaintiff Fineman talking to professionals, such as economists and professors, or people whose areas include consumer attitudes, styling, design and from time to time sports people to discuss motivation. The third segment featured senior vice president Gail Farrar who travelled on site to retail stores throughout the country with a television crew. She interviewed at their store those retailers who are doing things that are successful, outstanding and helping them accomplish key goals. The fourth section featured the local TINS Distributor who used that segment as a marketing tool. Profits were to be earned from the sale of the magazine subscriptions, advertising royalties and commissions from the sale of video equipment. (Compl., ¶ 11). In early 1983, when TINS first launched its magazine, it encountered some difficulties recruiting floor covering distributors to become TINS distributors. Fineman accused Armstrong of exerting pressure on Armstrong distributors to dissuade them from becoming TINS distributors. These accusations resulted in an “Agreement of Settlement” between TINS and Armstrong on January 12, 1984, signed in order to avoid litigation. In the following months, Fineman solicited at least six Armstrong wholesalers. Of these, three became TINS distributors, one remained ready to do so, and two declined. Fineman and TINS filed the present action on September 14, 1984, alleging that one of the distributors that declined, Stern & Company of Windsor, Connecticut, did so as a result of renewed pressure from Armstrong. Plaintiffs contended that TINS was in a precarious financial condition as a result of the earlier wrongful acts of Armstrong such that losing Stern caused the company to fold. Plaintiffs therefore sought damages from Armstrong under various theories, including tortious interference with contract and antitrust violations. This Court conducted a jury trial from January 23, 1991 until April 18, 1991. The trial included testimony of more than 50 witnesses, a transcript of a thousand pages, conflicting opinions by expert witnesses, and a set of jury instructions of more than 80 pages. By the end of the trial, the only claims remaining were TINS’ and Fineman’s claim for tortious interference by Armstrong with TINS’ business relationship with Stern and TINS’ claims for monopolization and attempt to monopolize under § 2 of the Sherman Antitrust Act. On April 19, 1991, the jury returned a verdict in favor of the plaintiffs on all claims. On the tortious interference claim, the jury awarded $17.7 million to TINS and $2.275 million to Fineman in compensatory damages, and $200 million to TINS in punitive damages. The jury also awarded TINS $19.5 million in compensatory damages on the antitrust claims. Finally, the jury determined that $1.8 million was the “overlap” between the tort and antitrust damages awarded to TINS. Armstrong presently seeks judgment notwithstanding the verdict, or, in the alternative, a new trial. II. JUDGMENT NOTWITHSTANDING THE VERDICT A. Standards Governing J.N.O.V. Federal Rule of Civil Procedure 50(b) provides: (b) Motion for Judgment Notwithstanding the Verdict. Whenever a motion for a directed verdict at the close of all the evidence is denied or for any reason is not granted, the court is deemed to have submitted the action to the jury subject to a later determination of the legal questions raised by the motion. Not later than 10 days after entry of judgment, a party who has moved for a directed verdict may move to have the verdict and any judgment entered thereon set aside and to have judgment entered in accordance with the party’s motion for a directed verdict.... A motion for new trial may be joined with this motion, or a new trial may be prayed for in the alternative. If a verdict was returned the court may allow the judgment to stand or may reopen the judgment and either order a new trial or direct the entry of judgment as if the requested verdict had been directed.... Thus, a prerequisite to moving for a J.N.O.V. under Rule 50(b) is that the moving party must have moved for a directed verdict at the close of all the evidence. Associated Business Telephone Systems Corp. v. Greater Capital, 729 F.Supp. 1488, 1502 (D.N.J.), aff'd, 919 F.2d 133 (3d Cir.1990) (citing Skill v. Martinez, 91 F.R.D. 498, 515 (D.N.J.1981), aff'd, 677 F.2d 368 (3d Cir.1982)). In fact, “[i]t is not enough if a party moves for a directed verdict at the close of their case. Rather, in order to preserve the right to move for a J.N.O.V., the moving party must renew his motion for a directed verdict at the close of all the evidence.” (Id., citing United States for the Use and Benefit of Roper v. Reisz, 718 F.2d 1004, 1007 (11th Cir.1983)). There are exceptions to the latter requirement, in certain circumstances where, as detailed in Skill: (a) there has been substantial, if not literal compliance with the rule; (b) where manifest injustice will otherwise occur since the verdict is totally without legal support; (c) where the trial judge in effect excused the failure to renew the motion; and (d) where the additional evidence was brief and inconsequential. (Id., citing Skill, 91 F.R.D. at 515 n. 14). In the present matter, Armstrong made motions for directed verdict at the end of all the evidence. The motions included all of the arguments made in its motions for J.N.O.V. presently being considered. The plaintiffs, however, strenuously object to the defendant’s motion based on the Connecticut Business Opportunity Investment Act (“Connecticut Act”) on procedural grounds, claiming that Armstrong has waived this “defense.” Specifically, plaintiffs claim that Armstrong cannot rely on the Connecticut Act because the issue was not asserted in its answer as required by Fed.R.Civ.P. 8(c). The plaintiff’s arguments are without merit, for two reasons. First, the defendant specifically raised the Connecticut Act in the Pretrial Memorandum and Order, as follows: 12. Whether the alleged contract or prospective business relationship between Stern and the TINS Corporation was unlawful under the Connecticut Business Opportunity Act, or was otherwise without legal effect, and any alleged interference therewith was therefore not a tortious act? (Pretrial Memo, Defendant’s Legal Issues at 93). In this Court and the Third Circuit, the Pretrial Order governs the ensuing litigation. Under Federal Rule of Civil Procedure 16, the pretrial order “shall control the subsequent course of the action unless modified by a subsequent order.” When entered, the order limits the issues for trial and takes the place of the pleadings covered by the pretrial order. See Basista v. Weir, 340 F.2d 74, 85 (3d Cir.1965); Hoagburg v. Harrah’s Marina Hotel, 585 F.Supp. 1167, 1175 (D.N.J.1984). Indeed, the pretrial order operates to preserve a claim or defense that would normally be waived by proceeding to trial. See United States v. Hougham, 364 U.S. 310, 316 [81 S.Ct. 13, 17, 5 L.Ed.2d 8] (1960); reh’g denied, 364 U.S. 938 [81 S.Ct. 376, 5 L.Ed.2d 372] (1961); Jenkins v. Carruth, 583 F.Supp. 613, 615 (E.D.Tenn.), aff'd, 734 F.2d 14 (6th Cir. 1984); United States v. Texas, 523 F.Supp. 703, 720 (E.D.Tex.1981). Benvenuto v. Connecticut General Life Insurance Co., 643 F.Supp. 87, 88 (D.N.J.1986). See also Petree v. Victor Fluid Power, Inc., 831 F.2d 1191, 1194 (3d Cir.1987) (“The finality of the pretrial order contributes substantially to the orderly and efficient trial of a case” and “supersedes the pleadings”). Because Armstrong included this claim in the Pretrial Order, it did not waive its right to assert this legal theory, and the plaintiffs had sufficient notice thereof. Plaintiffs’ reliance on cases such as Kilbarr Corp. v. Business Systems, Inc., 679 F.Supp. 422 (D.N.J.1988), aff'd, 869 F.2d 589 (3d Cir.1989), is misplaced. In Kilbarr, the defendants attempted to raise an issue for the first time after the matter had been tried, heard on appeal, and then remanded. In contrast, defendant herein raised the issue in the pretrial order and again by motion for a directed verdict at the close of the evidence. Similarly, the present matter is distinguishable from Bradford-White Corp. v. Ernst & Whinney, 872 F.2d 1153 (3d Cir.), cert. denied, 493 U.S. 993, 110 S.Ct. 542, 107 L.Ed.2d 539 (1989), in which the defendant did raise the defense in its answer, but failed to file motions or present argument on the defense until after the jury reached a verdict and the judgment was entered. (Id. at 1154). The trial court refused to consider the defense because it was a “new issue, not raised at trial, premised on a noncontrolling decision which was reported prior to trial.” (Id. at 1154-1155). In affirming, the Third Circuit made it clear that the defendant did not attempt to establish the affirmative defense before or at trial, and therefore it would be “grossly unfair to allow a plaintiff to go to the expense of trying a case only to be met by a new defense after trial.” (Id. at 1161). In the present matter, the defendant raised the issue of the Connecticut Act in the Pretrial Order of June 5, 1990, presented evidence concerning the issue, and made a motion to dismiss at the end of all the evidence based thereon. There is no waiver here. The second reason for considering the Connecticut Act in the present matter concerns the burden of proof. The plaintiffs bore the burden of proving each of the elements of the tortious interference claim. One of these elements, as more fully described below, is proof that TINS had a reasonable expectation of economic advantage in its relationship with Stern. In the context of the Connecticut Act, this required the plaintiffs to prove that the Act did not render any expectation tenuous or otherwise unreasonable. Thus, the plaintiffs miss the point by asserting that Armstrong failed to establish the “defense” of the Connecticut Act, because the issue is not a defense at all. It is, therefore, this Court’s determination that Armstrong’s motion for J.N.O.V. is appropriate in all procedural respects. Once it is determined that the motion is procedurally correct, the next question is the applicable standard. This standard has been given various formulations, although they are substantially similar. “When deciding a motion for judgment notwithstanding the verdict, the trial judge must determine whether the evidence and justifiable inferences most favorable to the prevailing party afford any rational basis for the verdict.” Bhaya v. Westinghouse Elec. Corp., 832 F.2d 258, 259 (3d Cir.1987), cert. denied, 488 U.S. 1004, 109 S.Ct. 782, 102 L.Ed.2d 774 (1989) (citing Berndt v. Kaiser Aluminum & Chemical Sales, Inc., 789 F.2d 253 (3d Cir.1986)). See also E.E.O.C. v. State v. Delaware DHSS, 865 F.2d 1408, 1414 (3d Cir.1989). In other words, the court must determine whether a reasonable jury could have found for the prevailing party. Newman v. Exxon Corp., 722 F.Supp. 1146, 1147 (D.Del.1989), aff'd, 904 F.2d 694 (3d Cir.1990) (citing National Controls Corp. v. National Semiconductor Corp., 833 F.2d 491, 495 (3d Cir.1987); Aloe Coal v. Clark Equipment Co., 816 F.2d 110, 113 (3d Cir.), cert. denied, 484 U.S. 853, 108 S.Ct. 156, 98 L.Ed.2d 111 (1987); Marsh v. Interstate and Ocean Transport Co., 521 F.Supp. 1007, 1008 (D.Del.1981)). It has also been said that “the court must find, as a matter of law, that the prevailing party failed to adduce sufficient facts to justify the verdict.” Grace v. Mauser-Werke Gmbh, 700 F.Supp. 1383, 1387 (E.D.Pa.1988) (citing Link v. Mercedes Benz of North America, Inc., 618 F.Supp. 679, 693 (E.D.Pa.1985), aff'd in part 788 F.2d 918 (3d Cir.1986)). Yet another way of enunciating the standard is as follows: It is well established that judgment notwithstanding the verdict may be granted only if, as a matter of law, the record is critically deficient of that minimum quality of evidence from which a jury might reasonably afford relief. National Freight v. Southeastern Pa. Transp. Auth., 698 F.Supp. 74, 76 (E.D.Pa.1988), aff'd, 872 F.2d 413 (3d Cir.1989) (citing Danny Kresky Enterprises Corp. v. Magid, 716 F.2d 206, 209 (3d Cir.1983)). The role of the Court is quite limited when considering a motion for J.N.O.V. “[T]he Court may not weigh evidence, pass on the credibility of witnesses, or substitute its judgment of facts for that of the jury.” National Freight, 698 F.Supp. at 76 (citing Blair v. Manhattan Life Insurance Co., 692 F.2d 296, 300 (3d Cir.1982)). Thus, “[a]lthough a court in viewing the evidence of record may have reached a different conclusion from that reached by the jury, that alone is not reason to enter judgment n.o.v.” Newman, 722 F.Supp. at 1147. The defendant herein seeks J.N.O.V. on the basis that no reasonable jury could have found for the plaintiffs on each element of each claim. It also renews a motion to dismiss both plaintiffs’ tort claims due to the Connecticut Act which this Court treats as a motion for J.N.O.V., although it primarily rests on legal questions, as described more fully below. The latter motion will be considered first. B. Plaintiffs’Tort Claims: The Connecticut Act The Connecticut Act requires certain types of businesses to register with the Banking Commissioner of Connecticut prior to selling business opportunities in that State. Armstrong contends that TINS was not so registered prior to its dealings with Stern, that it should have been, and that its failure rendered the relationship with Stern unenforceable, and in fact illegal. Armstrong then argues that the claim for tortious interference therewith is invalid pursuant to the terms of the statute, and so it is entitled to J.N.O.V. as to both TINS’ and Fineman’s tortious interference claims. In order to understand fully Armstrong’s argument, some additional facts are necessary. As stated above, Elliot Fineman solicited Stern and Company of Windsor, Connecticut to become a TINS distributor in the spring of 1984. TINS provided Stern with a brochure captioned “The Industry Network System, Stern & Company, Inc., May 24, 1984.” (Px. 8001). This brochure described the sales training program that TINS would provide to Stern if Stern became a TINS distributor. It also provided a chart entitled “Preferred Distributor Annual Income Stream” showing the income to be earned by Stern from distributing the TINS Magazine and other videos. These figures included distributor profits on sales of RCA televisions and video equipment, sold for use with the TINS Magazine as a result of an arrangement between TINS and RCA. Also available were bonuses paid to Stern and its employees for each subscription sold. As a result of the presentation made by representatives from TINS, Stern signed a “Letter of Intent” to become a distributor on May 24, 1984. The letter provided that “Stern & Company, Inc. wishes to accpet [sic] appointment as Distributor of The Industry Network System (TINS) with marketing rights” to TINS Magazine “in the primary trading areas of [Stern] ... at a fee of $16,000” plus expenses associated with the sales training program. (Px 1100A). Stern paid a deposit of $4,000 that day. The sales training program began at Stern’s place of business on Wednesday, June 20, 1984 and continued through Friday, June 22, 1984. TINS representatives made presentations to Stern employees until late Friday afternoon, when Stern’s President, Alan Abrahamson, notified TINS representatives that Stern was terminating or canceling the Letter of Intent and not going ahead with the program. TINS alleged that Stern breached its contract and demanded payment of an additional $4,000. By letter dated June 29, 1984, Stern’s attorney Steven M. Gold informed Mr. Fineman that Stern did not owe and would not pay, taking the position that the “Letter of Intent” was invalid and unenforceable. (Dx. 1003). The premise for this claim was that the Connecticut Act required businesses to register their offerings with the Banking Commissioner, which TINS had not done. So, claimed Mr. Gold, the “Letter of Intent” was invalid and TINS was potentially subject to the authority of the Commissioner. Violations could result in fines, imprisonment, and various forms of equitable action such as appointment of a receiver. The final result was an exchange of mutual releases of all claims between TINS and Stern in August 1984. Armstrong argues in support of its motion for J.N.O.V. that the “Letter of Intent” was properly voided by Stern based on the Connecticut Act, relying upon its legislative history and statutory language. As a result, the “Letter of Intent” between Stern and TINS could not be the basis of any claims, including those made by plaintiffs herein. Thus, Armstrong seeks J.N.O.V. dismissing all the tortious interference claims of the plaintiffs. This Court agrees with Armstrong, although under a slightly different analysis, that it is entitled to a directed verdict on all of plaintiffs’ state-law tort claims. This Court had reserved decision on this question, preferring to permit the case to go to the jury in order that all parties, this Court and any reviewing court would have the benefit of a jury verdict on all claims presented to it, a procedure clearly contemplated by Rule 50(b). Now, however, defendant’s motion must be addressed as a motion for J.N.O.V. It will be granted for the reasons which follow. This Court determined, on directed verdict motions at the end of the plaintiffs’ case, that New Jersey law governs the plaintiffs’ tort claims. In so doing, this Court recognized that for these pendent claims, this Court must apply New Jersey’s conflict of laws rule, which embodies a “governmental interest” approach to choice of law questions. Veazey v. Doremus, 103 N.J. 244, 248, 510 A.2d 1187 (1986). Under that analysis, the determinative law is that of the state with the greatest interest in governing the particular issue. See, e.g., White v. Smith, 398 F.Supp. 130, 134 (D.N.J.1975); McSwain v. McSwain, 420 Pa. 86, 94, 215 A.2d 677, 682 (1966). Particularly in light of the fact that plaintiffs are New Jersey residents and the repercussions of the alleged injuries were felt here, this Court reiterates its view that New Jersey substantive law governs the plaintiffs’ claims for tortious interference with prospective economic advantage. Therefore, in determining whether the plaintiff provided sufficient evidence to withstand the motion for J.N.O.V., this Court looks to New Jersey law to determine the necessary elements of the claim. The New Jersey courts have relied on the Restatement (Second) Torts for the definition of the cause of action. (See e.g. Norwood Easthill Assoc. v. N.E. Watch, 222 N.J.Super. 378, 385, 536 A.2d 1317 (App.Div.1988)). In the present matter, the relevant Restatement section is § 766B: § 766B Intentional Interference with Prospective Contractual Relation One who intentionally and improperly interferes with another’s prospective contractual relation (except a contract to marry) is subject to liability to the other for the pecuniary harm resulting from loss of the benefits of the relation, whether the interference consists of (a) inducing or otherwise causing a third person not to enter into or continue the prospective relation or (b) preventing the other from acquiring or continuing the prospective relation. The cause of action requires a tripartite situation wherein a third party intentionally and improperly interferes with a rela- tionship between two other parties, from which relationship the complaining party reasonably expected to receive economic benefit. Borbely v. Nationwide Mutual Insurance Co., 547 F.Supp. 959, 976 (D.N.J.1981). Thus, the elements which the plaintiff must prove are (1) that there existed a reasonable expectation of economic advantage or benefit belonging or accruing to the plaintiff; (2) that the defendant knew of such expectancy; (3) that the defendant wrongfully, intentionally interfered therewith; (4) that, in the absence of interference it is reasonably probable the plaintiff would have realized his economic advantage; and (5) that the plaintiff sustained damage as a result thereof (proximate cause and proof of damages). (See Jury instructions at 24-25). As suggested by the Restatement, it is no defense to such a claim that the contract interfered with is not enforceable because contracts which are voidable by reason of the statute of frauds, formal defects, lack of consideration, lack of materiality, or even uncertainty of terms, still afford a basis for a tort action when the defendant interferes with their performance. Harris v. Perl, 41 N.J. 455, 461, 197 A.2d 359 (1964) (citing Prosser, Torts § 106 at 726 (2d ed. 1955)). Thus, for example, the Harris Court determined that a buyer was responsible for tortious interference with prospective economic advantage to the broker even where no broker contract had been completed. (Id. at 462, 197 A.2d 359). The Court said that “[t]he economic facts and the expectations of fair men with respect to real estate brokerage are clear enough. The role of the broker is to bring buyer and seller together at terms agreeable to both, and both know the broker expects to earn a commission from the seller if he succeeds.” (Id.) That expectation was therefore protected. Although there is a cause of action for tortious interference with respect to an unenforceable contract in some situations, this rule is not without limitations. These limitations depend on the nature of the relationship with which the defendant interfered. For example, in Borbely, the court granted the defendant’s motion for J.N.O.V. on plaintiff's tortious interference claim because it determined that the contracts in question were terminable at will. Since the defendant had the right to terminate them at will, it could not be said that termination was wrongful. (547 F.Supp. at 976). Prosser has also identified some of the limitations on the claim: Virtually any type of contract is sufficient as the foundation of an action for procuring its breach. It must of course be valid, in force and effect, and not illegal as in restraint of trade, or otherwise opposed to public policy, so that the law will not aid in upholding it. (Prosser, Torts, § 129 at 994 (5th ed. 1984)) (emphasis added). In other words, that a contract is unenforceable is not a bar to a tortious interference claim, but that a contract is invalid as opposed to public policy is. As one court faced with a contract void due to violation of a licensing statute put it, plaintiff’s “analogy to the statute of frauds is not apt, for that statute does not make the transaction illegal for lack of writing but merely denies the aid of the court in enforcing it.” Tanenbaum v. Sylvan Builders, Inc., 50 N.J.Super. 342, 355, 142 A.2d 247 (App.Div.1958), modified on other grounds, 29 N.J. 63, 148 A.2d 176 (1959). This is as it should be, because the reason that the law protects otherwise unenforceable contracts from tortious interference is that “[i]n a civilized community, which recognizes the right of private property among its institutions, the notion is intolerable that a man should be protected by the law in the enjoyment of property once it is acquired, but left unprotected by the law in his efforts to acquire it.” (Harris, 41 N.J. at 462, 197 A.2d 359) (quoting Brennan v. United Hatters of North America, 73 N.J.L. 729, 65 A. 165 (E. & A.1906)). This policy is not served where the contract is illegal or void as against public policy. Prosser further explains the policy behind allowing recovery for tortious interference with prospective economic advantage: “[i]n such cases there is a background of business experience on the basis of which it is possible to estimate with some fair amount of success both the value of what has been lost and the likelihood that the plaintiff would have received it if the defendant had not interfered.” (Prosser, Torts, § 130 at 1006 (5th ed. 1984)). Thus, although not required to prove that their relationship with Stern was an enforceable contract, TINS and Fineman had to prove that they had a reasonable expectation of economic advantage arising from that relationship. As the comments to the Restatement say, “[t]he relations protected against intentional interference ... include any prospective contractual relations ... if the potential contract would be of pecuniary value to the plaintiff.” (Restatement (Second) Torts § 766B, Comment c) (emphasis added). As a matter of law, this requirement was not met in the present matter, because of the impact of the Connecticut Act. The relationship between Stern and plaintiffs may be characterized as a prospective contract.. Accordingly, if the question before the Court was its validity as between Stern and plaintiffs, this Court would apply Connecticut law because in contract cases, New Jersey courts apply the law of the place where the contract is made, “unless the dominant and significant relationship of another state to the parties and the underlying issues dictates that this basic rule should yield.” Ramsbottom v. First Pennsylvania Bank, 718 F.Supp. 405, 407 (D.N.J.1989) (quoting State Farm Mutual Auto. Ins. Co. v. Estate of Simmons, 84 N.J. 28, 37, 417 A.2d 488 (1980)); see also McFadden v. Burton, 645 F.Supp. 457, 465 (E.D.Pa.1986). The assessment of the significant relationship should “encompass an evaluation of important state contacts as well as a consideration of the state policies affected by, and governmental interest in, the outcome of the controversy.” Ramsbottom, 718 F.Supp. at 407 (quoting State Farm, 84 N.J. at 37, 417 A.2d 488). Under this analysis, Connecticut law would apply to determine the validity of the “Letter of Intent” primarily because it was to be fully performed there, but more importantly, because Connecticut’s law concerning business opportunities represents the dominant and significant policy of protecting its residents in commercial dealings. This Court has already determined that Connecticut law does not apply to determine the rights and liabilities as between Armstrong and plaintiffs. However, the reasonable expectation of economic advantage arising from the Stern-TINS relationship necessarily requires this Court to consider the nature of that relationship, under the law which governed it: that of Connecticut. This requires a careful scrutiny of the Connecticut Act, relied upon by Stern’s counsel in declaring void Stern’s prospective relationship with TINS, and upon which Armstrong relies in support of one aspect of its motion for J.N.O.V. The Connecticut Act, Conn.Gen.Stat. § 36-503 et seq., was enacted to police business opportunities which are characterized by “high pressure salesmen who flash in and out of motel rooms and are gone before the investor knows he’s been fleeced.” Woolf, The Connecticut Business Opportunity Investment Act: An Overview, 54 Conn.B.Journ. 415, 416 (1980) (quoting 12 Continental Franchises Rev. No. 10 at 1 and 2 (June 11, 1979)). Mr. Woolf described the Act as follows: In general, the Act requires sellers who plan to sell business opportunity investment programs to register such programs with the banking commissioner. Sellers of business opportunity investment programs are also required to provide prospective purchaser-investors with information necessary to make an informed decision before they make payment to the seller. In certain circumstances, sellers of these programs are also required to represent that the purchaser-investor’s investments are secured in such a way as to actually provide security in the form of a bond or trust account. Finally, the Act prohibits representations which tend to mislead prospective purchaser-investors. (Id.) (footnote omitted). The Connecticut Act applies to “sellers” of “business opportunities.” The Act defines “seller” as “a person who is engaged in the business of selling or offering for sale business opportunities.” (§ 36-504(4)). The definition of “business opportunity” is, in relevant part: (6) “Business opportunity” means the sale or lease, or offer for sale or lease of any products, equipment, supplies or services which are sold or offered for sale to the purchaser-investor for the purpose of enabling the purchaser-investor to start a business, and in which the seller represents (C) that the seller guarantees, either conditionally or unconditionally, that the purchaser-investor will derive income from the business opportunity; or that the seller will refund all or part of the price paid for the business opportunity, or repurchase any of the products, equipment, supplies or chattels supplied by the seller, if the purchaser-investor is unsatisfied with the business opportunity; or (D) that the seller will provide a sales program or marketing program to the purchaser-investor. (§ 36-504(6)). TINS’ presentation brochure, coupled with the Letter of Intent, described above, make it clear that the distributorship arrangement for sale of the video magazine is within parts (C) and (D) of the definition. First, TINS guaranteed bonuses upon sales, (see Px. 8001 at 18), and represented particular figures which Stern would earn if it signed up as a distributor. (See e.g. Tr. 2.100-101 (Fineman)). Second, TINS’ training program is a marketing program within part (D), as is clear from the stated goals: 1. Train Distributor Sales Personnel to effectively present and close a promotional offering such as TINS. 2. Train the sales force in successful sales techniques which they will utilize in their day-to-day business dealings to produce dramatically improved results. (TINS’ brochure, Exh. Px. 8001 at 15). The plaintiffs, however, argue that becoming a TINS distributor did not enable Stern to “start a business,” thus TINS is not a seller within the meaning of the Act. (Plaintiffs’ Opp. at 9). Relying on Eye Associates, P. C. v. IncomRx Systems, Ltd., 912 F.2d 23 (2d Cir.1990), plaintiffs argue that whether or not the TINS program was offered to start a business is a question of fact concerning the intent of the parties, about which there is no evidence. The plaintiffs’ reliance is misplaced. The Eye Associates court, on appeal from a grant of summary judgment, reviewed the contract and other evidence to determine whether any issues remained. Based on such evidence, the court determined that such issues did remain and so remanded the matter. The court did not hold, as plaintiffs herein suggest, that intent fully governs the question of whether or not the TINS program was offered to “start a business.” In fact, Banking Commissioner Woolf has stated that: [I]f the purchaser-investor is in an already existing business, the Act would not apply. It should be noted, however, that the “existing business” concept should not be construed too broadly. In the author’s opinion, the sale of the products, equipment, etc. to a purchaser-investor of an existing business must not substantially change, modify or add to the lines of products, equipment, etc., carried by the purchaser-investor. Any substantial changes, modifications or additions should be construed so as to preclude one from relying upon the “existing business” concept because of the substantive change in the nature of the business. Woolf, supra at 419. The plaintiff is also in error concerning the evidence in this case. There is considerable evidence showing that the TINS program was supposed to be extremely beneficial, in Elliot Fineman’s estimation, to Stern by both increasing floor covering sales and generating income from the sale of products entirely new to Stern: subscriptions to the video magazine, televisions and videocassette recorders. {See e.g. Tr. 2.59-2.60 (Fineman)). It is significant, too, that the majority of such evidence comes from the plaintiff Elliot Fine-man himself. Thus, under the most reasonable definition of “new business,” the TINS program constituted a completely new line of business: the sale of a monthly video magazine for floor covering retailers and the sale of equipment related thereto. It has been held that the right to sell and market aircraft is a “new business” although the purchaser was already in the business of selling other kinds of transportation vehicles. (See Eye Associates, 912 F.2d at 27 (citing State of Connecticut, Office of the Banking Commissioner, Interpretive Opinion In re Suma, Incorporated, March 25, 1982)). The evidence adduced at trial makes it clear that Armstrong met its burden of showing that TINS is within the Connecticut Act. The evidence provided by the plaintiffs in particular shows that its distributorship arrangement with Stern would enable the purchaser to modify an existing business in a substantial manner, require a payment of more than $100, and provide a sales or marketing program which would enable the purchaser to derive a profit. (Woolf, supra at 420). Thus, the TINS program is a “business opportunity” within the meaning of the Connecticut Act, §§ 36-604(6X0), (D). Overall, the plaintiffs misconstrue the burden of proof in this matter. It was their burden to prove that they had a reasonable expectation of economic advantage in their relationship with Stern, not the defendant’s burden to prove that the plaintiffs did not. The defendant made it clear that the Stern-TINS relationship, and the claims against it, were void as a result of the Connecticut Act. Arguing that the evidence at trial irrefutably established that the Connecticut Act was applicable and barred plaintiffs’ tortious interference claims, Armstrong moved to dismiss at the close of all the evidence, based on that statute. At that point it was incumbent upon the plaintiffs to seek to reopen their case to overcome such a showing, if they were truly surprised by the motion. No such application was made. The question herein is whether the plaintiffs have succeeded in overcoming the application of the Connecticut Act. Plaintiffs’ other arguments concerning this issue are unavailing. For example, plaintiffs argue that TINS was not a seller within the meaning of the statute because it offered its program to only one investor in Connecticut. (Plaintiffs’ Opp. at 10). This argument is specious in light of the uncontroverted evidence that TINS in fact sold its programs to other investors across the country. Restricting the definition of “seller” to one who sells more than one program within the State is unreasonable in light of the statute’s avowed purpose of protecting buyers. Under plaintiffs’ interpretation, a party could avoid application of the statute by selling to only one investor in the state on an “exclusive” basis, thus leaving the investor beyond the protection of the statute. This is an unreasonable interpretation of the statute, and this Court will not adopt it in the absence of direction from the Connecticut courts. Plaintiffs also argue that it is not clear whether TINS’ distributorship arrangement for sale of video magazine subscriptions constitutes a “sales program” or “marketing program” within the Act. Plaintiffs rely on the fact that there is no definition within the Act, requiring instead a case by case analysis. (See Eye Associates, 912 F.2d at 28 (citations to legislative history and interpretative statements that the determination is based on a case by case analysis)). However broad or narrow the definition may be, it is beyond contention that one of the avowed benefits of becoming a TINS distributor was its sales training program as described in its brochure. (See above). This program is clearly a “sales” or “marketing” program, as described by the plaintiffs themselves. Furthermore, the video magazine played in open court demonstrates that it is a program designed to enhance the distributor’s sales and marketing with its retailers. Plaintiffs also argue that Armstrong did not prove that TINS failed to comply with the Connecticut Act. Probative evidence on this question comes from the June 29, 1984 letter from Stern’s counsel stating that TINS failed to register and therefore its breach of contract claims were not valid. (Dx. 1003). Contrary to the plaintiffs’ assertion, this letter was admitted into evidence without any restrictions as to its use, and without objection from plaintiffs’ counsel. (See Tr. 7.123). Furthermore, Mr. Fineman testified as follows concerning the letter: Q: Do you recall Stern, for its part, had some claims against you? A: No, Stern had no claims against us. Their attorney came up with some kind of law that Connecticut required TINS or any company that fell in our category to get some kind of clearing with the banking commissioner ... Q: Apart from whether you agreed with [your attorney] or not, Mr. Fineman, the question is, did the Stern’s company assert any claims? A: They asserted a claim that [I] wasn’t supposed to ask them to join the TINS network. That was their claim until I filed something with the banking commissioner. (Tr. 7.122:1-6; 7.122:13-17). The only reasonable inference from such testimony is that Mr. Fineman did not in fact file or “get some kind of clearing” with the Banking Commissioner. Once again, defendant having introduced such evidence demonstrating that TINS did not register, it was up to the plaintiffs to show that TINS did in fact comply with the Connecticut statutory requirements. They introduced no evidence of such compliance. Plaintiffs’ assertion that Stern is exempted from the Connecticut requirements by virtue of its size (over $1 million net worth) is also without merit. The statute includes its own burden of proof: “In any proceeding under this subsection, the burden of proving an exemption is upon the person claiming it.” (§ 36-508(e)(5)). In the present matter, the only evidence concerning Stern’s net worth came from Armstrong’s concerns that Stern was inadequately capitalized. (See e.g. Tr. 24.15-24.17 (testimony of Armstrong’s credit manager)). Plaintiffs failed to prove otherwise, and failed to seek to reopen their case in order to do so. Indeed, in attempting to prove that Armstrong controlled Stern, plaintiffs went to considerable lengths to prove that Stern was actually in financial trouble. (See e.g. Px 5009 (Armstrong’s Risk Account Analysis, Aug. 15, 1984); Px 5012 (same, Nov. 16, 1984)). Finally, this Court should address the plaintiffs’ argument that this motion should be denied because Armstrong, as a third party, cannot assert Stern’s rights under the Connecticut Act. (Plaintiffs’ Opp. at 19-21). Plaintiffs miss the point. The defendant is not asserting Stern’s rights under the Act; indeed, Stern asserted and exercised its own rights in counsel’s letter of June 29, 1984. Rather, defendant has argued, and this Court finds, that the existence of the Connecticut Act, the June 29 letter, and the other evidence cited above renders any expectation of profit from the Stern-TINS relationship unreasonable as a matter of law. The issue is not whether Armstrong was “privileged” to interfere with this void, illegal relationship. Rather, plaintiffs have failed to meet their burden of proving that the relationship engendered any reasonable expectation of economic advantage. Thus, the Connecticut Act applied to TINS on its face, and TINS failed to take steps to comply with the requirements of the Act. These requirements are particularly interesting in light of the evidence revealed in this case. Section 36-508 of the Act imposes registration and financial disclosure requirements before a business opportunity may be presented in Connecticut. The financial information which must be provided is substantial: (b) The seller shall file with the commissioner (1) a balance sheet, income statement and statement of changes in financial condition of such seller as of a date not more than four months prior to the filing of the registration statement (2) a balance sheet of such seller, an income statement and statement of changes in financial position for the most recent fiscal year audited by an independent public accountant or an independent certified public accountant and (3) a balance sheet and income statement and statement of changes in financial position for the prior two fiscal years reviewed by an independent certified public accountant who provides an opinion stating that he is not aware of any material modifications that should be made to the financial statements in order for them to be in conformity with generally accepted accounting principles. If any material changes in the financial condition of such seller occur after such statements are prepared, such seller shall disclose such changes and explain their significance to the operation of a business opportunity. (Conn.Gen.St. § 36-508(b)). Furthermore, § 36-506 requires that the seller provide substantial information directly to the purchaser-investor, including (but not limited to) information about past business conduct, personal conduct (bankruptcy and criminal) of those involved in the venture, clear descriptions of the method by which the funds to be earned by the purchaser were calculated, numbers of prior business opportunities sold by the seller and the names and addresses of such buyers, information about whether such purchasers voluntarily terminated the arrangement, and a copy of the financial statement required to be filed under § 36-508. In addition, the document provided to the seller, at least ten days prior to signing a contract or exchange of money, must include the following: (27) A section entitled “risk factors” containing a series of short concise captioned paragraphs summarizing the principal factors which make the business opportunity one of high risk or of a speculative nature. Such factors shall include, but not be limited to: The absence of profitable operations within the previous three years; an erratic financial position of the seller; the particular nature of the business in which the seller is engaged or proposes to engage; any adverse background information regarding executive officers and directors of the seller, including prior business failures, criminal convictions or personal adjudications of bankruptcy; limited experience or lack of experience of the seller’s management with respect to the particular business; and the identity and relationship to the seller of any customers, the loss of any one of whom would have a material adverse effect on the seller. Where appropriate, reference shall be made to other sections of the disclosure document where more detailed information has been disclosed. (Conn.Gen.St. § 36-506(b)(27)). The considerable reporting requirements of the Connecticut Act clearly show that the Legislature was concerned with “flyby-night” operations who arrived in the state, coerced funds from Connecticut businesses, and then folded or otherwise became unable to perform. This policy compels this Court to the conclusion that not only is TINS literally within the language of the Act, but application of the Act to TINS serves such policies. TINS was exactly the sort of operation which the Connecticut legislature was interested in policing. As indicated above, the theory of the plaintiffs’ case is that TINS was in a financially troubled situation at the time that Stern backed out of the Letter of Intent, such that losing Stern caused the entire company to fold. Furthermore, Fineman testified rather extensively that he never revealed his company’s financial position to prospective buyers of the video magazine. (See e.g. Tr. 7.35-7.36 (“The last thing I would have done on any sales call would be to discuss with a prospective customer what our business plans were, our financial condition was, what the state of our situation was.”)) This position, though callous and deceptive, is certainly understandable in light of TINS’ substantial operating losses for the first five months of 1984, and its deficit position in the amount of $739,346 as of May 31, 1984. (Dx. 127, prepared by TINS’ accountants, Seiden & Thaler, C.P.A.s, on June 22, 1984). Revelation of such information might well have caused Stern to reconsider entering a long-term relationship with TINS, since such a relationship necessarily depended upon the survival of TINS, particularly TINS’ ability to bear the considerable expense of producing the monthly video magazine on which Stern would risk its reputation with its retailers. More importantly, Stern had a statutory right to this information. Therefore, this Court finds that either a Connecticut or New Jersey state court faced with the present issue would determine that TINS was within the scope of the Connecticut Act. The evidence is beyond contention that TINS did not comply with the Connecticut Act, although required to do so. Since it failed to register, this plaintiff was prohibited by § 36-510 from making sales and committing other acts: No person shall in connection with the sale or offer for sale of a business opportunity: (1) Sell or offer for sale a business opportunity in this state or from this state unless it has first been registered with the commissioner and declared effective by the commissioner in accordance with the provisions of section 36-505; (2) represent that the business opportunity will provide income or earning potential of any kind unless the seller has documented data to substantiate the claims of income or earnings potential and discloses this data to the prospective purchaser-investor at the time such representations are made; ... (5) make any claim or representation in advertising or promotional material, or in any oral sales presentation, solicitation or discussion between the seller and a prospective purchaser-investor, which is inconsistent with the information required to be disclosed by this chapter; (6) directly or indirectly (A) employ any device, scheme or artifice to defraud, (B) make any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circum stances under which they are made, not misleading, or (C) engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any person. (Conn.Gen.Stat. § 36-510(1), (2), (5), (6)) (emphasis added). There are several effects of acting in contravention of the Act, the most important of which is that the purchaser-investor may, within one year of the date of the contract with the seller, declare that contract void: If a business opportunity seller ... fails to give the proper disclosures in the manner required by section 36-506 ... then within one year of the date of the contract, upon written notice to such business opportunity seller, the purchaser-investor may void the contract and shall be entitled to receive from such business opportunity seller all sums paid to such business opportunity seller. (Conn.Gen.Stat. § 36-517(a)). This is precisely what Stern did in its counsel’s letter of June 29, 1984, as described above. Thus, the contract between Stern and TINS was void under the Act. This Court could, at this point, end this discussion. The underlying relationship between Stern and TINS was void by reason of the Connecticut Act pursuant to the stated policies of that State. Accordingly, as a matter of law, there was no reasonable expectation of profit from this relationship, so it cannot form the basis for tortious interference claims. Thus, the defendant is entitled to judgment notwithstanding the verdict on these claims. However, there are several additional considerations which further support this Court’s determination: policies particularly relevant to the case at bar. Specifically, the Connecticut Act provides: (h) No person who has made or engaged in the performance of any contract in violation of any provision of this chapter or any regulation or order adopted or issued under this chapter, or who has acquired any purported right under such contract with knowledge of the facts by reason of which its making or performance was in violation, may base any cause of action on the contract. (Conn.Gen.Stat. § 36-517(h)) (emphasis added). Thus, since TINS acted in violation of the Connecticut Act, the plaintiffs’ present action for interference with the relationship arising from said violation is specifically prohibited by the Act. In this regard, it should be noted that the plaintiffs’ argument distinguishing void and voidable contracts is not applicable in the present situation. The Connecticut Act specifically treats a contract voided at the option of the buyer as a void contract by eliminating all claims based thereon. This treatment serves the purposes of the Act, and is consistent with the policies applicable in New Jersey as well, as indicated below. At this point, it should be reiterated that an illegal contract must be distinguished from a merely unenforceable one. As Prosser suggests, those which are unenforceable due to defects such as the statute of frauds may nonetheless form the basis of a tortious interference claim. In contrast, an illegal contract, or one that is against public policy, should not form the basis of such a claim because allowing the tortious interference claim is akin to recognizing the contract. In the present matter, application of the Connecticut Act to the Stern-TINS relationship renders the relationship illegal. Indeed, the Second Circuit’s interpretation of Tanenbaum succinctly captures the distinction to be made here: [I]t is not accurate to say that the court denies enforcement of an otherwise valid agreement, as with the statute of frauds, for the New Jersey courts have distinguished the licensing act from the statute of frauds on the basis of the underlying illegality of conduct in violation of the former. Weston Funding Corp. v. Lafayette Towers, 550 F.2d 710, 714 (2d Cir.1977) (emphasis added) (citing Tanenbaum, 50 N.J.Super. at 355, 142 A.2d 247, modified in other respects, 29 N.J. 63, 148 A.2d 176). Thus, plaintiffs’ reliance on this Court’s earlier opinion and its jury instructions that an unenforceable contract may form the basis of a tort claim is misplaced. This Court, sitting in diversity as to plaintiffs’ tortious interference claim, must determine how a New Jersey court would respond to the present circumstances regarding the Connecticut Act. It is this Court’s opinion that a New Jersey court would enforce the policies embodied in the Connecticut Act, including that represented by § 36-517(h), and rule as a matter of law that plaintiffs’ tort claims are prohibited. In other words, a party who cannot sue for tortious interference with a void relationship in Connecticut may not do so by fortuitously filing its lawsuit in New Jersey. It is a well-accepted principle of contract law that the illegality of a contract is to be determined by the law of the place of contract. If that law makes the contract itself illegal, of course, it is void everywhere. Staedler v. Staedler, 6 N.J. 380, 389, 78 A.2d 896 (1951) (emphasis added). See also Louis Schlesinger Company v. Kresge Foundation, 312 F.Supp. 1011, 1028 (D.N.J.1970) (same); Design-4 v. Masen Mountainside Inn., Inc., 148 N.J.Super. 290, 293, 372 A.2d 640 (App.Div.), certif. denied, 75 N.J. 6, 379 A.2d 237 (1977) (“Generally, the law will not assist either party to an illegal contract; the law leaves the parties where it finds them”). Thus, the courts of New Jersey will refuse to enforce illegal or void contracts, including in situations where, as here, the contract is void as a result of a failure to comply with a registration or licensing requirement. See e.g. Accountemps v. Birch Tree Group, 115 N.J. 614, 560 A.2d 663 (1989); Stack v. P.G. Garage, Inc., 7 N.J. 118, 121-122, 80 A.2d 545 (1951) (unlicensed practice of law); Gionti v. Crown Motor Freight Co., 128 N.J.L. 407, 411, 26 A.2d 282 (1942) (unlicensed architect); Design-4, 148 N.J.Super. at 293, 372 A.2d 640 (unlicensed architect); Tanenbaum v. Sylvan Builders, Inc., 50 N.J.Super. 342, 354, 142 A.2d 247 (App.Div.1958) (unlicensed real estate broker); Nitta v. Yamamoto, 31 N.J.Super. 578, 584, 107 A.2d 515 (App.Div.1954) (unlicensed employment agency); Solomon v. Goldberg, 11 N.J.Super. 69, 75, 78 A.2d 118 (App.Div.1950) (unlicensed real estate broker); accord Restatement (Second) Contracts, § 181 (1979); 6A Corbin, Cor-bin on Contracts, § 1512 (1962). Indeed, Connecticut follows the same principle. See e.g. Douglas v. Smulski, 20 Conn.Sup. 236, 238, 131 A.2d 225, 226 (Super.Ct.1957) (contract for architectural services made by an unlicensed architect is “illegal and void as against public policy”) (citing Gionti, 128 N.J.L. at 411, 26 A.2d 282). Not only will the courts of New Jersey refuse to enforce an illegal or void contract, they will not permit a party to such a contract to sue for interference therewith. For example, in Tanenbaum, 50 N.J.Super. 342, 142 A.2d 247, the Appellate Division considered the plaintiff's tortious interference claim based upon a broker’s “contract.” The plaintiff, however, was not properly licensed and therefore was specifically precluded by statute from enforcing any contract for commissions. In refusing to allow the plaintiff to seek damages against a third party for tortious interference with such a contract, the Court stated that: The licensing statute ... represents the public policy of the State, and is not merely a regulation of private property law. The court will prohibit its circumvention by denying relief in any case where the effect, direct or indirect, of allowing an action would be to recognize a transaction consummated in violation of the statutory provision. (Id. at 355, 142 A.2d 247). Thus, the Court determined that allowing a claim for tortious interference based on a void contract would serve to recognize the void contract, a position which is contrary to the stated public policy of New Jersey. See also Associates Financial v. Bozzarello, 168 N.J.Super. 211, 214, 402 A.2d 942 (App.Div.1979) (“The express legislative intent [in requiring foreign corporations to register] was to deny to foreign corporations which decline to candidly report their activities in this State ... the use of our courts to enforce their rights. Plaintiff and its assignor cannot evade this clearly expressed legislative purpose by the wily formality of an assignment of a contract or cause of action.”) New Jersey does not have a statute which is the same as Connecticut’s Business Opportunity Investment Act. However, the policies embodied in Connecticut’s statute, protecting the consumer from financially unstable sellers presenting slickly packaged programs to sales targets, are not foreign to New Jersey. See e.g. N.J.S.A. 45:15-16.27 et seq. (The Real Estate Sales Full Disclosure Act, regulating promotional plans to sell land outside New Jersey to New Jersey residents); N.J.S.A. 14A:13-11 (“No foreign corporation transacting business in this State without a certificate of authority shall maintain any action or proceeding in any court of this State”); N.J.S.A. 14A: 13-14 et seq. (Corporation Business Activities Reporting Act, requiring reporting to the state with violations resulting in closed access to the courts); N.J.S.A. 17:16A-1 et seq. (Reporting and licensing requirements for investment companies, violation prohibits transactions and is a misdemeanor). Thus, enforcing the Connecticut Act by disallowing the plaintiffs’ claims for tortious interference herein is consistent with stated policies of New Jersey. Accordingly, this Court determines not only that the Connecticut Act’s terms result in a failure of proof on an essential element of plaintiffs’ claims, but that the courts of New Jersey would enforce the policies embodied in that Act. Armstrong is entitled to judgment notwithstanding the verdict on TINS’ and Fineman’s claims for tortious interference with the relationship or prospective relationship with Stern. C. Plaintiffs’ Tort Claims: Insufficient Evidence Even if this Court found that the Connecticut Act did not bar plaintiffs’ claims, it would grant the defendant’s motion for J.N.O.V. for insufficiency of the evidence. This Court has already summarized the relevant legal requirements for proving a claim of tortious interference. The evidence, even viewed most favorably towards the plaintiff, is critically deficient with respect to two of these elements: wrongful conduct and proximate cause. 1. Wrongful Conduct In order for conduct to be “wrongful” there must be proof of “malice.” Louis Kamm, Inc. v. Flink, 113 N.J.L. 582, 588, 175 A. 62 (1934) (citing Temperton v. Russel, 1 Q.B. 715, 728). Malice as an element of this tort is defined as the intentional doing of an act without justification or excuse. Printing Mart v. Sharp Electronics, 116 N.J. 739, 752, 563 A.2d 31 (1989) (citing Rainier’s Dairies v. Raritan Valley Farms, Inc., 19 N.J. 552, 563, 117 A.2d 889 (1955)); see also Louis Kamm, Inc., 113 N.J.L. at 588, 175 A. 62 (same). In the present matter, no reasonable and rational juror could have determined that Armstrong acted wrongfully from the evidence shown by the plaintiffs. The picture which the plaintiffs painted at trial bears no resemblance to a portrait of reality, and was not created as an appeal to reason and objectivity from the jurors. Rather, plaintiffs, with trial counsel as their chief artist, created a surreal collage from detached, isolated events which they tortured and twisted in a calculated appeal to passion, fantasy, conjecture and sympathy rather