New Jersey Attorney Law Review Blog

  In an unpublished decision issued on December 11, 2014, the Appellate Division of the Superior Court of New Jersey was confronted with deciding whether a corporation was the successor in interest to the plaintiff's former commercial tenant such that the corporation should be held liable for tenant's breach of the lease.  40 Eisenhower Drive, LLC v. Karoon Capital Markets, Inc., et al. , Docket No.: A-2620-12T4 (App. Div. Dec. 11, 2014).  Ruling in the affirmative, the appeals court provides a salient summary of New Jersey law on successor liability in the context of corporate law.  Generally,"when a company sells its assets to another [entity], the acquiring company is not liable . . . simply because it has succeeded to the ownership of the assets of the seller." Lefever v. K.P. Hovnanian Enters. , 160 N.J. 307, 310 (1999). There are, however, four exceptions to this principle:  (1) the successor expressly or impliedly assumes the predecess...

In a July 31, 2014 unpublished decision, a Bergen County judge fined a mortgage lender $26,125 in legal fees for duping a 70-year old borrower into a refinance transaction that benefited only the lender.   Finding that the lender committed an unconscionable commercial practice by charging the borrower over $11,000 in mortgage closing costs that would have taken her 5+ years to recoup based on the paltry savings of $63/month from her monthly mortgage payment, the Court chastised the lender for acting in its own self-interest. A more detailed analysis about this case appears on our website blog: http://njlawconnect.com/litigation/bergen-county-chancery-judge-hits-mortgage-lender-with-26000-in-counsel-fees-for-violating-new-jersey-consumer-fraud-act/

What is my business worth?   You say $100,000, she says $1,000,000.  Whether arguing with an irate spouse in the context of a divorce case or a business partner in a partnership dispute, the answer is often difficult and expensive to determine. As the New Jersey Supreme Court observed in Balsamides v. Protameen Chemicals, Inc. , 160 N.J. 352, 368 (1999) (“ Balsamides “), and Lawson Mardon Wheaton, Inc. v. Smith , 160 N.J. 383, 397 (1999) (“ Lawson “), valuation of a closely-held business is not an exact science. See also Bowen v. Bowen , 96 N.J. 36, 44 (1984) (quoting Lavene v. Lavene , 162 N.J. Super. 187, 193 (Ch. Div. 1978) (on remand) ( Lavene II )); John R. MacKay, II, 2 New Jersey Business Corporations § 14-6(d)(1) (2d ed. 1996). In Lavene v. Lavene , 148 N.J. Super. 267 (App. Div.), certif. denied , 75 N.J. 28 (1977) ( Lavene I ), where the Appellate Division held that the husband’s 43% interest in a closely-held corporation “constitute...

In an unpublished decision, a New Jersey appeals court clarified the legal requirements that credit card debt purchasers must meet in order to pursue collection from consumer account holders. Main Street Acquisition Corp. v. Nemeth (App. Div., April 1, 2014). Click here to read the full post.

In a recent unpublished decision, the New Jersey Appellate Division upheld a trial court's sanctioning HSBC more than $54,000 due to the bank's filing of a foreclosure suit without being able to prove that it holds the proper chain of title to the underlying mortgage and promissory note. HSBC Bank vs. Nini, A-1941-11T1 (App. Div. , Unpublished, April 30, 2014).  The irony of this decision is that despite claiming to be owed more than $700,000 on a property valued at only $361,000, the lender was forced to foot the bill for about half of the mortgagor's legal fees and expenses. Talk about getting a free ride!   Click here to read a more in-depth discussion of this Appellate Division case.

  Effective April 1, 2014 , all limited liability companies (“LLCs”) formed in New Jersey will be governed by the Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 through N.J.S.A. 42:2C-17 (the “Revised Act”). The Revised Act became effective as to newly formed LLCs on March 18, 2013. Starting on April 1, 2014, the Revised Act applies to all previously existing LLCs filed in New Jersey. The Revised LLC Act differs from the predecessor limited liability company Act in several substantial respects, of which current operating LLCs and those individuals deciding whether to incorporate a LLC in New Jersey should be aware, including the following:  An LLC will no longer have a limited duration, but instead will have perpetual duration under the Revised LLC Act.  The former LLC Act required a written Operating Agreement. Under the Revised LLC Act however, the Operating Agreement may be in writing, oral or even implied based on how the LL...

In this post I examine the attorney witness rule incorporated in New Jersey Rule of Professional Conduct (“RPC”) 3.7, and how the Rule can be used to disqualify a lawyer representing a party in litigation when the lawyer possesses factual knowledge of contested issues that go to the heart of the case.  Because courts generally are reluctant to disqualify a party’s choice of counsel, a motion brought pursuant to RPC 3.7 requires the moving party to bear the burden of proof by demonstrating that the attorney’s continued representation would violate the Rule. J.G. Ries & Sons, Inc. v. Spectraserv, Inc. ,384 N.J. Super. 216 (App. Div. 2006). RPC 3.7(a)  states: A lawyer shall not act as advocate at a trial in which the lawyer is likely to be a necessary witness except where: (1) the testimony relates to an uncontested issue; (2) the testimony relates to the nature and value of legal services rendered in the case; (3) disqualification of the ...