Board of Education of the Township of Lakewood, Ocean County v. New Jersey Department of Education, Office of Fiscal Accountability and Compliance and Louise Davis, 7/7/25 (#339-25E)

339-25E
OAL Dkt. No. EDU 09776-25
Agency Dkt. No. 67-3/25
New Jersey Commissioner of Education
Order on Emergent Relief
Board of Education of the Township of Lakewood,
Ocean County,
Petitioner,
v.
New Jersey Department of Education, Office of
Fiscal Accountability and Compliance and Louise
Davis,
Respondents.
The record of this emergent matter, the sound recording of the hearing held at the Office of
Administrative Law (OAL), and the recommended Order of the Administrative Law Judge (ALJ) have been
reviewed and considered.
Upon review, the Commissioner concurs with the ALJ that petitioner has failed to demonstrate
entitlement to emergent relief pursuant to the standards enunciated in Crowe v. DeGioia, 90 N.J. 126,
132-34 (1982), and codified at N.J.A.C. 6A:3-1.6.
Accordingly, the recommended Order denying petitioner’s application for emergent relief is
adopted for the reasons stated therein. This matter shall continue at the OAL with such proceedings as
the parties and the ALJ deem necessary to bring it to closure.
IT IS SO ORDERED.
ASSISTANT COMMISSIONER OF EDUCATION1
Date of Decision: 	July 7, 2025
Date of Mailing: 	July 7, 2025
1 Pursuant to N.J.S.A. 18A:4-34, this matter has been delegated to Assistant Commissioner Kathleen Ehling.

New Jersey is an Equal Opportunity Employer
State of New Jersey
OFFICE OF ADMINISTRATIVE LAW
ORDER ON MOTION
FOR EMERGENT RELIEF
OAL DKT. NO. EDU 09776-25
AGENCY DKT. 67-3/25
BOARD OF EDUCATION OF THE TOWNSHIP
OF LAKEWOOD,
Petitioner,
v.
NEW JERSEY DEPARTMENT OF EDUCATION,
OFFICE OF FISCAL ACCOUNTABILITY AND
COMPLIANCE, AND LOUISE DAVIS,
STATE MONITOR,
Respondents.
Michael Freeman, Esq. (Genova Burns, LLC, attorneys); Edward J. Dauber,
Esq. (CSG Law); Matthew Boxer, Esq. (Lowenstein Sandler, LLP), for
petitioner Board of Education for the Township of Lakewood1
Ryan Silver and Amna Toor, Deputy Attorneys General (Matthew J. Platkin,
Attorney General of New Jersey, attorney), for respondent New Jersey
1 At the conclusion of oral argument, respondent OFAC, joined by the State monitor, objected to the
appearance of counsel for the petitioner, particularly the firm of Lowenstein Sandler, arguing that the State
Monitor had not approved the contract for legal services related to this matter. As this issue had not been
raised prior to the consideration of the briefs submitted and the arguments presented, Lowenstein Sandler
will not be barred from participating in this matter at this time.

OAL DKT. NO. EDU 09776-25
2
Department of Education, Office of Fiscal Accountability and Compliance
Kerri A. Wright, Esq. and David L. Disler, Esq. (Porzio, Bromberg & Newman,
PC), for respondent Louise Davis, State Monitor
BEFORE SUSAN M. SCAROLA, ALJ (Ret., on recall):
STATEMENT OF THE CASE
Petitioner Board of Education of the Township of Lakewood (Lakewood)
challenges (1) respondent New Jersey Department of Education, Office of Fiscal
Accountability and Compliance’s (OFAC) determination that Lakewood’s legal services
contract with Michael I. Inzelbuch, Esq. (Inzelbuch) violates N.J.A.C. 6A:23A-5.2, which
requires school boards to minimize the costs of legal services, and (2) the decision by
respondent Louise Davis (State monitor), the State Monitor who oversees Lakewood’s
business operations and personnel matters, to override Lakewood’s approval of
Inzelbuch’s contract for the 2025-2026 school year under N.J.S.A. 18A:7A-55.
Lakewood has moved for emergent relief in the form of an order entitling Lakewood
to retain Inzelbuch as its counsel after his contract for the 2024-2025 school year expires
on June 30, 2025, pending the outcome of the underlying petition. OFAC and the State
Monitor filed briefs opposing the application.
STATEMENT OF FACTS AND PROCEDURAL HISTORY
Each year since 2017, Lakewood has contracted with Inzelbuch for his legal
services. February 25, 2025, OFAC Report, Petition of Appeal, Ex. A. Under the contract
terms, which have remained consistent over the years, Inzelbuch has received an annual
retainer of $600,000, payable in monthly installments of $50,000, for general counsel
services, plus $475 per hour for litigation services. Id. On January 8, 2025, Lakewood
approved Inzelbuch’s legal services contract for the 2025-2026 school year. Petition of
Appeal, ¶ 49.

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On February 25, 2025, OFAC determined that, with respect to the Inzelbuch
contracts:
• [Lakewood] violated N.J.A.C. 6A:23A-5.2(a)(4) by
failing to ensure that payments are based on services
rendered and supported by detailed documentation.
• [Lakewood] violated N.J.A.C. 6A:23A-5.2(a)(3) by
failing to establish cost-control measures.
• [Lakewood] violated N.J.A.C. 6A:23A-5.2(a)(5) and
N.J.A.C. 6A:23A-9.3(c)(11) by failing to provide
evidence that it used a deliberative and efficient
manner for procuring legal services, either using an
RFP [Request for Proposal] or other comparable
process.
[Petition of Appeal, Ex. A.]
OFAC ordered Lakewood to take corrective action to address the contractual issues
raised in the report. Id.
Also, on February 25, 2025, the State Monitor overrode Lakewood’s approval of
Inzelbuch’s contract. February 25, 2025, Davis Letter to Lakewood, Petition of Appeal,
Ex. B. In doing so, the State monitor explained:
While the stated recommendation to renew the contract was
based on ‘comparable’ contract renewals, no comparable
contract rates were presented for review. In fact, the only
information considered for the renewal were letters received
from local education attorneys advising that the contract
award could proceed without a competitive process. As the
minutes of the December 11, 2024 board meeting will reflect,
there was much discussion of the necessity for an RFP for all
contracted district processionals considering the continuing
financial constraints Lakewood suffers.
[Id.]
According to the State Monitor, she rejected Inzelbuch’s contract due to “continuing
funding concerns in the district exacerbated by the terms of the contract and [because]
the proper paperwork for the renewal was never provided,” and Lakewood’s “fail[ure] to
consider comparable contract rates.” Id. She “recommend[ed] that a competitive process

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4
be used to award the legal services” contract for the 2025-2026 school year. Id. The
State Monitor also considered OFAC’s conclusions that the Inzelbuch contract did not
comply with N.J.A.C. 6A:23A-5.2. Id.
On March 13, 2025, Lakewood filed a petition of appeal with the Commissioner of
Education challenging, in part, the decisions of OFAC and the State Monitor. First,
Lakewood submits that, contrary to OFAC’s report, the school board complied with
N.J.A.C. 6A:23A-5.2 in procuring Inzelbuch’s legal services. Second, Lakewood alleges
that Davis’s decision is not supported “with sufficient, competent, and credible evidence,”
and her “rejection of the legal services contract, therefore, is arbitrary, capricious and
without basis” and “should be rescinded.” Petition of Appeal, ¶¶ 63-64, 73-74.
Lakewood alleges that the school board “followed state regulations and concluded
that the contract with [Inzelbuch] was fiscally prudent and in the best interests” of the
school district, such that Lakewood:
(i) utilized a detailed nine step plan to enter into the legal
services contract, (ii) obtained and exchanged multiple third
party legal opinions supporting its process and actions
[including opinions that “the regulations do not require districts
to use an annual (or any) RFP for legal services”]; (iii) showed
that the average legal cost, per pupil, is well below the state
average if all District students [public and private
schoolchildren] are included in the calculation, and (iv)
demonstrated that prior, nearly identical contracts have been
approved by the NJDOE without incident.
[Petition of Appeal, ¶¶ 43, 51, 72.]
The school board further alleges that “Lakewood’s total costs actually decreased
beginning in 2017 when it retained Mr. Inzelbuch, as compared to the timeframe
immediately preceding his retention as Lakewood’s attorney”; that Lakewood
“consistently receives high quality legal services, at whatever hours needed including late
nights and weekends, except the Jewish Sabbath”; that “[t]he cost for such services is fair
and reasonable”; and that “the rates for legal services charged by Mr. Inzelbuch have
remained constant” over the years. Id. at ¶¶ 28, 52.

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In response, the State Monitor moved to dismiss the petition in lieu of answer. On
June 18, 2025, after the Commissioner of Education transmitted Lakewood’s petition and
the State Monitor’s motion to the Office of Administrative Law (OAL) for resolution under
the Administrative Procedure Act, N.J.S.A. 52:14B-1 to -15, and the Uniform
Administrative Procedure Rules, N.J.A.C. 1:1-1.1 to -21.6, the State Monitor’s motion was
denied and she was ordered to file an answer to the petition.
On June 20, 2025, Lakewood moved for emergent relief permitting the school
board to retain Inzelbuch after his current legal services contract expires on June 30,
2025, and pending the outcome of the school board’s challenge to the State Monitor’s
rejection of Inzelbuch’s contract for the 2025-2026 school year. On June 25, 2025, the
State Monitor filed a brief opposing the application, while OFAC did so on June 26, 2025.
On June 26, 2025, Lakewood responded. Oral argument was heard on June 30, 2025.2
LEGAL DISCUSSION
I. Lakewood’s motion for emergent relief
Pursuant to N.J.A.C. 6A:3-1.6, “[w]here the subject matter of the controversy is a
particular course of action by a district board of education or any other party subject to
the jurisdiction of the Commissioner, the petitioner may [move] for emergent relief or a
stay of that action pending the Commissioner's final decision in the contested case.”
N.J.A.C. 6A:3-1.6(a). That rule further provides that, “[o]nce a matter has been
transmitted, any subsequent motion for emergent relief shall be filed with the
Commissioner who shall forward the motion for determination by the OAL in accordance
with applicable rules of the OAL.” N.J.A.C. 6A:3-1.6(d).
A motion for emergent relief is decided under the standards similar to those set
forth in Crowe v. DeGioia, 90 N.J. 126 (1982):
1. The petitioner will suffer irreparable harm if the requested relief is not granted;
2 The parties were given the opportunity to attempt to resolve the matter but were not successful.

OAL DKT. NO. EDU 09776-25
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2. The legal right underlying petitioner's claim is settled;
3. The petitioner has a likelihood of prevailing on the merits of the
underlying claim; and
4. When the equities and interests of the parties are balanced, the
petitioner will suffer greater harm than the respondent will suffer if
the requested relief is not granted.
[N.J.A.C. 6A:3-1.6(b); N.J.A.C. 1:1-12.6.]
The petitioner must prove each of these standards by clear and convincing
evidence. Garden State Equal. v. Dow, 216 N.J. 314, 320 (2013) (citation omitted).
The Parties’ Arguments
Lakewood argues that the school board is entitled to a stay of Inzelbuch’s current
contract pending the outcome of the underlying petition for the following reasons:
(1) Lakewood will suffer irreparable harm if the school board is “left without counsel during
the crucial summer months” and because Inzelbuch has been the school board’s counsel
for many years and he is intimately familiar with Lakewood’s legal affairs;
(2) Lakewood’s legal right to challenge the State Monitor’s decision to reject the Inzelbuch
contract under N.J.S.A. 18A:7A-55 as unreasonable is settled, as is the school board’s
legal right to contract with Inzelbuch without a request for proposal to solicit bids for legal
services under N.J.A.C. 6A:23A-5.2;
(3) Lakewood is likely to succeed on the merits of its underlying petition challenging the
State Monitor’s February 25, 2025, decision as unreasonable because, prior to
contracting with Inzelbuch for the upcoming school year, and pursuant to N.J.A.C.
6A:23A-5.2, the school board “use[d] a deliberative and efficient process to ensure the
district receives the highest quality services at a fair and competitive price”; and
(4) a balancing of equities favors Lakewood’s retention of its longtime counsel because
Lakewood will suffer more harm than the State Monitor if Inzelbuch cannot remain in his
position pending the resolution of Lakewood’s challenge to the State Monitor’s February
25, 2025, decision.

OAL DKT. NO. EDU 09776-25
7
The State Monitor3 and OFAC argue that Lakewood fails to satisfy any of the
Crowe standards for emergent relief:
(1) Lakewood will not suffer irreparable harm if Inzelbuch cannot continue as the school
board’s counsel after June 30, 2025, because Lakewood “already has approved
several other attorneys – each of whom has experience representing boards of
education and whom have a history of representing” Lakewood; thus, Lakewood’s
argument that the school board “would be ‘without legal representation,’” is
“demonstrably false.” As an example in opposition to Lakewood’s contention, the
State Monitor has presented the minutes from Lakewood’s March 12, 2025, meeting
in which the school board “approved the law firm of Methfessel & Werbel, at the hourly
rates of $200 for partners and counsel, $180 for associates, and $65 for law clerks
and paralegals for all currently handled matters to be assigned by the firm as well as
any new matters”;
(2) Lakewood’s legal right to challenge the State Monitor’s decision under N.J.S.A.
18A:7A-55 as arbitrary, capricious, or unreasonable is not settled, and Lakewood “has
not cited a single case in which a State Monitor’s decision was overturned on arbitrary
and capricious grounds”;
(3) Lakewood is not likely to prevail in the underlying case because, “[u]nder N.J.S.A.
18A:7A-55, the State Monitor is vested with broad, affirmative authority to oversee –
and where necessary, to override – the fiscal decisions of boards of education in
districts subject to State monitoring,” and, here, “the rationale for the Monitor’s
decision is straightforward and compelling: it is not fiscally prudent for a district to
renew the same legal services contract for nearly a decade without competitive
benchmarking.”
(4) The State Monitor did not address “the balancing of the equities” standard.
3 At oral argument, the State Monitor indicated that she took no position regarding the application for
emergent relief, contrary to the arguments set forth in her brief.

OAL DKT. NO. EDU 09776-25
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OFAC essentially echoes the State Monitor’s arguments against Lakewood’s
request for emergent relief. OFAC also argues that “both the balance of harms and the
public interest overwhelmingly militate against emergent relief” in Lakewood’s favor
because “the Department [of Education] and public have significant interest in ensuring
[Lakewood] does not continue to expend public funds in a manner that has already been
deemed excessive, inefficient, and violative of applicable State regulations.”
II. Lakewood’s motion must be denied because the school board has failed to
prove any of the emergent relief standards by clear and convincing evidence.
(1) Irreparable Harm
First, Lakewood has failed to show irreparable harm will befall the school board if
it cannot retain Inzelbuch after his contract expires on June 30, 2025. As the Supreme
Court explained in Crowe, 90 N.J. 126, “[o]ne principle is that a preliminary injunction
should not issue except when necessary to prevent irreparable harm,” examples of which
may include harm that “cannot be redressed adequately by monetary damages” and
“severe personal inconvenience.” Id. at 132-33 (citing Citizens Coach Co. v. Camden
Horse R.R. Co., 29 N.J. Eq. 299, 303 (E. & A. 1878); Hodge v. Giese, 43 N.J. Eq. 342,
350 (Ch. 1887)).
Lakewood will not suffer irreparable harm if, pending the outcome of the underlying
action, the school board cannot continue to retain Inzelbuch’s services under the terms
of his 2024-2025 school year contract after that contract expires on June 30, 2025. As
the State Monitor indicates, Lakewood has other counsel at its disposal to provide the
school board with legal services until Lakewood’s petition is resolved. Contrary to
Lakewood’s argument, the school board will not be “without legal representation” after the
contract expires on June 30, 2025, such that an emergent relief order is not “necessary
to prevent irreparable harm.”

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(2) Settled Legal Right
The application of this factor is not straightforward in this case. Under this factor,
emergent relief “should be withheld when the legal right underlying plaintiff’s claim is
unsettled.” Crowe, 90 N.J. at 133 (citing Citizens Coach Co., 29 N.J. Eq. at 304–05).
Lakewood claims that the school board does not have to issue an RFP for legal
services under N.J.A.C. 6A:23A-5.2, and that Lakewood complied with the law by
engaging in “a deliberative and efficient” process prior to contracting with Inzelbuch for
the 2025-2026 school year. According to Lakewood, the State Monitor’s decision under
N.J.S.A. 18A:7A-55 to reject Inzelbuch’s contract and to recommend that Lakewood
instead issue an RFP for legal services was arbitrary, capricious, or unreasonable.
Generally, school boards have the legal right under N.J.A.C. 6A:23A-5.2(a)(5) to
enter a legal services contract that is “issued in a deliberative and efficient manner that
ensures the school district receives the highest quality services at a fair and competitive
price.” A “deliberative and efficient manner . . . may include, but is not limited to, issuance
of such contracts through a request for proposals (RFP) based on cost and other specified
factors or other comparable process.” Here, however, Lakewood’s legal right under
N.J.A.C. 6A:23A-5.2(a)(5) is checked by the State Monitor’s settled legal right under
N.J.S.A. 18A:7A-55, to override, for financial reasons, Lakewood’s approval of a legal
services contract. Given the State Monitor’s authority under N.J.S.A. 18A:7A-55,
Lakewood has failed to show by clear and convincing evidence that the legal right
underlying its petition is settled in its favor.
(3) Likelihood of Success on the Merits
Third, Lakewood is not likely to succeed on the merits of its claim that the State
Monitor exceeded her authority under N.J.S.A. 18A:7A-55 by rejecting Inzelbuch’s
contract due to “funding concerns” in the school district and “recommend[ing] that a
competitive process be used to award the legal services” contract for the 2025-2026
school year. Under the third emergent relief standard, “a plaintiff must make a preliminary
showing of a reasonable probability of ultimate success on the merits.” Crowe, 90 N.J.

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at 133 (citing Ideal Laundry Co. v. Gugliemone, 107 N.J. Eq. 108, 115–16 (E. & A. 1930)).
In this respect, “a preliminary injunction should not issue where all material facts are
controverted.” Ibid (citing Citizens Coach Co. 29 N.J. Eq. at 305-06).
Here, the briefs and certifications submitted by the parties to date indicate that
several material facts remain in dispute: first, OFAC and Lakewood materially disagree
about whether the terms and circumstances of Inzelbuch’s contracts over the years
complied with N.J.A.C. 6A:23A-5.2; and secondly, Lakewood and the State Monitor
controvert over the material facts underlying the State Monitor’s decision to reject
Inzelbuch’s contract under N.J.S.A. 18A:7A-55. These controverted material facts weigh
against finding that Lakewood has a likelihood of success on the merits of its petition of
appeal.
In addition, in the few cases involving challenges to a state monitor’s authority
under N.J.S.A. 18A:7A-55, the Commissioner of Education and the Appellate Division
have affirmed the State Monitor’s authority to reject a school board’s action that may
adversely affect a school district’s finances. See Rankins v. Pleasantville Bd. of Educ.,
2010 N.J. AGEN LEXIS 776 (Oct. 26, 2010), aff’d, 2012 N.J. Super. Unpub. LEXIS 2369
(App. Div. Oct. 22, 2012); Pleasantville Bd. of Educ. v. Riehman, 2011 N.J. AGEN LEXIS
590 (Jul. 13, 2011), aff’d, 2013 N.J. Super. Unpub. LEXIS 312 (App. Div. Feb. 11, 2013).
While the underlying facts of these cases are different from this case, the conclusion is
that the State Monitor’s powers under N.J.S.A. 18A:7A-55, while not absolute, are
certainly and necessarily broad to “[o]versee the fiscal management and expenditures of
school district funds.” N.J.S.A. 18A:7A-55(b)(1).
As the Commissioner stated in Rankins,
[T]he Commissioner is authorized to appoint a state monitor
to oversee the fiscal management and expenditures of school
district funds when an independent audit reveals the
existence of certain financial shortfalls that are delineated in
the Act. N.J.S.A. 18A:7A-55(a) and (b). Additionally, there is
no doubt that the state monitors have the power to make . . .
decisions [that] are necessary to solve the district’s fiscal or
audit deficiencies. N.J.S.A. 18A:7A-55. Further, in order to
achieve fiscal stability, state monitors have the authority to

OAL DKT. NO. EDU 09776-25
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override a vote of the board of education. N.J.S.A. 18A:7A-
55(b)(5) . . .
It is important to recognize that the Commissioner’s decision
in this case does not afford the state monitors more power
than is statutorily provided by the Fiscal Accountability Act
[N.J.S.A. 18A:7A-54 to -59]. State monitors do not have
unfettered power to make decisions for the district that are not
grounded in fiscal accountability; rather, the state monitors
must continue to have fiscal or financial concerns or
motivations in order to appropriately overturn a Board’s
decision.
[2012 N.J. AGEN LEXIS 776, **4-6.]
Here, in overriding Lakewood’s approval of Inzelbuch’s contract – under which he
receives an annual retainer of $600,000, payable in monthly installments of $50,000, for
general counsel services, plus $475 per hour for litigation services – the State Monitor
noted “the continuing financial constraints Lakewood suffers.” She rejected the contract
due to “continuing funding concerns in the district exacerbated by the terms of the
contract; [because] the proper paperwork for the renewal was never provided”; and
[because of] Lakewood’s “fail[ure] to consider comparable contract rates.” She
“recommend[ed] that a competitive process be used to award the legal services” contract
for the 2025-2026 school year.
Lakewood disagrees with the determinations of both OFAC and the State Monitor,
arguing that Inzelbuch is an extremely competent attorney who earns his retainer and
fees, and that his contract conforms with the requirements for legal services contracts
under N.J.A.C. 6A:23A-5.2.
Given the controverted material facts about the propriety and fiscal soundness of
the contract, the emergent relief Lakewood seeks is not warranted, as Lakewood has
failed to provide clear and convincing evidence that the school board is likely to succeed
on the merits of its underlying petition.

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(4) Balancing the Equities
Finally, it must be determined whether Lakewood has demonstrated that when the
equities and interests of the parties are balanced, it will suffer greater harm than the State
Monitor if the requested relief is not granted. This fourth and final emergent relief standard
involves “the relative hardship to the parties in granting or denying relief.” Crowe, 90 N.J.
at 134 (citing Isolantite Inc. v. United Elect. Radio & Mach. Workers, 130 N.J. Eq. 506,
515 (Ch. 1941), mod. on other grounds, 132 N.J. Eq. 613 (E. & A. 1942)).
If the relief is not granted, Lakewood has other counsel to provide legal services
after June 30, 2025, and until this case is resolved. On the other hand, the State Monitor
is statutorily tasked with ensuring that Lakewood makes sound financial decisions. If the
relief is granted, Lakewood would be able to indeterminately continue with a legal services
contract the State Monitor determined “exacerbated” Lakewood’s ongoing “funding
concerns.” It is also a contract that OFAC determined does not comply with the school
district fiscal accountability regulations. The equities and interests thus weigh in favor of
the State Monitor and OFAC.
In conclusion, Lakewood has failed to satisfy the four prongs of the standard for
emergent relief to be granted. Lakewood’s application for emergent relief is therefore
denied.
ORDER
For the reasons set forth above, it is hereby ORDERED that Lakewood’s
application for emergent relief entitling Lakewood to continue to retain Inzelbuch as its
counsel after his legal services contract for the 2024-2025 school year expired on June
30, 2025, pending the outcome of the petition, is DENIED.

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This order on application for emergency relief may be adopted, modified or
rejected by the ACTING COMMISSIONER OF THE DEPARTMENT OF EDUCATION,
who by law is authorized to make a final decision in this matter. The final decision shall
be issued without undue delay, but no later than forty-five days following the entry of this
order. If the ACTING COMMISSIONER OF THE DEPARTMENT OF EDUCATION does
not adopt, modify or reject this order within forty-five days, this recommended order shall
become a final decision on the issue of emergent relief in accordance with N.J.S.A.
52:14B-10.
July 1, 2025
DATE SUSAN M. SCAROLA, ALJ (Ret., on
recall)
Date Received at Agency:
Date Mailed to Parties:
SMS/kl
c: Clerk OAL-T