Business Law

Published on: November 11, 2019

Chancery Division Issues Ruling on Valuation of Limited Liability Companies Under the New Jersey Revised Uniform Limited Liability Company Act

One of the most difficult questions in New Jersey Business law concerning the retirement of a business owner is determining the value of the laptop-3175111__340-300x200 owner’s share of the business which the remaining owners must pay to buy out his share. This can be difficult even if the departure itself is on good terms. The method and amount of the valuation can cause vicious disputes even among friendly partners. The Chancery Division of the Superior Court of New Jersey in Bergen County recently issued a published decision on this problem in the context of a limited liability company.

Background

In that case, Namerow v. Pediatricare Associates, LLC, four pediatricians were members (owners) of a medical practice named Pediatricare Associates, LLC. The Amended Operating Agreement which governed valuation of the business upon member retirements provided that:

Published on: November 4, 2019

Restraining Orders and Other Injunctive Relief in New Jersey Business Law Cases

by Maurice W. McLaughlin

Injunctive Relief

Injunctive relief is an order by a court requiring a party to cease an act, condition or behavior. It is a powerful tool in New Jersey business law civil cases. An order for injunctive relief is typically referred to as an “injunction.” A temporary injunction is granted only after a hearing, and a permanent injunction is granted after the case has been completed. A temporary restraining order may be granted prior to a hearing in emergency situations.

Where to File

Published on: October 22, 2019

Equitable Damages in New Jersey Business Law Disputes for Breach of Contract

by Maurice W. McLaughlin

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Types of Contract Damages

In New Jersey business law disputes, there are two broad categories of damages, legal damages and equitable damages.

Briefly, legal damages, or remedies in law, are money damages. Legal damages are for harms which can be compensated by the payment of money by the party which breached the contract. In New Jersey contract law, punitive damages are not allowed. Likewise, attorneys fees cannot be recovered unless the contract provider for it. Compensatory damages, which are the amount of money needed to make the innocent party whole, may be awarded when they can be proved. In business disputes these are often lost profits, but may also include other damages such as diminution of value of property.

Published on: October 9, 2019

Third Circuit Upholds Jury Verdict Finding Age Discrimination Under New Jersey Law Against Discrimination

by Maurice W. McLaughlin

New Jersey’s Law Against Discrimination has rightly been called one of the strongest employee protection laws in the nation. This is true both because of the broad range of inherent characteristics which it protects from discrimination, and the strong legal protections and remedies it provides. In short, the Law Against Discrimination prohibits employers from discriminating against employees because of a wide range of inherent qualities which make them who they are. It likewise prohibits harassment because any of these characteristics as well. These protected characteristics include race, creed, color, national origin, nationality, ancestry, sex (including pregnancy and sexual harassment), marital status, domestic partnership or civil union status, affectional or sexual orientation, gender identity or expression, atypical hereditary cellular or blood trait, genetic information, liability for military service, and mental or physical disability, including AIDS and HIV related illnesses. It also prohibits discrimination or harassment because of an employee’s age.

The Andujar Case

The Third Circuit Court of Appeals, which hears appeals from the federal district courts in New Jersey, Pennsylvania, Delaware and the United States Virgin Islands, recently issued an instructive opinion in the appeal of an age discrimination verdict under the Law Against Discrimination in the case of Santos Andujar versus General Nutrition Corporation.

Published on: September 22, 2019

Understanding the Various Types of New Jersey Liquor Licenses

by Jennifer C. Meusel

In New Jersey, you cannot sell alcohol unless you have a license issued by the New Jersey Division of Alcoholic Beverage Control. New Jersey issues many types of licenses which broadly fall within three general categories: Manufacturing Licenses, Retail Licenses, and Wholesale Licenses. Each license is attached to the “Licensed Premises,” and any change in the location or size or configuration of the Licensed Premises requires a place to place transfer application to be filed and approved before changes to the Licensed Premises can be completed. This transfer application is substantially the same as the process for transfer of ownership of the license. While the majority of licenses issued by the State of New Jersey fall into the Retail Licenses category, Manufacturing Licenses (designated as Class A licenses) include Brewery, Winery and Distillery Licenses which are a growing category. Wholesale Licenses (designated as Class B licenses) apply to wholesale distribution of alcoholic beverages to retail licensees.

The Retail Licenses (designated as Class C licenses) are issued to bars, restaurants, and liquor stores. There are 11 different types of New Jersey Liquor Licenses which fall within the Retail License categories:

Plenary Retail Consumption License (identified by license number 33): This license permits the liquor license holder to sell alcoholic beverages for consumption at the licensed premises, and the sale of packaged goods for consumption off premises, the sale of packaged goods must take place in the public barroom. This license counts toward the municipality’s population restriction which allows 1 license per 3,000 residents of a municipality based upon the most recent census data.

Published on: September 17, 2019

New Jersey Appellate Division Issues Opinion on Apportioning Damages in Construction Law Consumer Fraud Cases

by Maurice W. McLaughlin

The Appellate Division of New Jersey’s Superior Court recently issued an important construction law decision examining the effect of New Jersey’s Consumer Fraud Act in cases also involving the breach of a construction contract or negligent construction.

By way of background, coverage under New Jersey’s Consumer Fraud Act was expressly extended to include contractors engaging in home improvements and home repair. The New Jersey Department of Community Affairs issued regulations requiring specific items in contracts between home improvement contractors and homeowners. Violation of these technical requirements are “per se” violations of the Consumer Fraud Act, entitling the homeowner to triple damages and reimbursement of their attorneys fees by the contractor.

Under these regulations, the specific requirements which home improvement contracts must contain include the following.

Published on: June 3, 2019

Third Circuit Issues Important Decision on Non-Solicitation and Non-Compete Agreements Under New Jersey Employment Law

by Maurice W. McLaughlin

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The United States Third Circuit Court of Appeals (which hears appeals from the federal district courts in New Jersey, Delaware, Pennsylvania and the United States Virgin Islands) recently had the opportunity to address the state of New Jersey employment law on restrictive covenants in the case of ADP, LLC v. Rafferty.

Background

In the Rafferty case, two ADP employees, Kristi Mork and Nicole Rafferty, agreed to restrictive covenants in exchange for an award of company stock. Because they were high performing employees, they agreed to restrictions in exchange for the stock award which were more onerous than lower performing employees were required to agree to. The restrictions applied whether they quit or were fired.

Published on: May 31, 2019

Appellate Division of New Jersey’s Superior Court Explains Standard for Evaluating Motions to Dismiss Claims of Age and Disability Discrimination Under the New Jersey Law Against Discrimination

by Maurice W. McLaughlin

Background: The Law Against Discrimination

New Jersey’s Law Against Discrimination (often referred to as the “LAD” or the “NJLAD”) prohibits discrimination and harassment against employees because of a wide variety of immutable characteristics. Among these are protections against discrimination and harassment because of an employee’s age and disability. The Law Against Discrimination’s protections have been described as among the strongest in the country.

The Caraballero Case

Published on: May 23, 2019

Types of Entities Available Under New Jersey Business Law

by Maurice W. McLaughlin

Types of Entities Available Under New Jersey Business Law

New Jersey business law offers different options for the forms which business entities can take. Each has its advantages and disadvantages. Traditionally, the choices were corporations, partnerships and sole proprietorships.

Corporations are usually chosen, particularly in the context of small businesses, for the protection they provide. The corporate form erects a shield, known as the “corporate veil,” which protects owners from the debts and liabilities of their business. So, for example, if the corporation owes a supplier and doesn’t pay, the supplier can recover from the company but not the owners. Likewise, if someone is injured by the company’s negligence they can only sue the business, not the owners.

Published on: April 17, 2019

A Wild Employment Law Decision on Medical Marijuana

by Maurice W. McLaughlin

medical-marijuana-300x300 While the sale and possession of marijuana are flatly illegal under federal law, and the illegal status of recreational marijuana under New Jersey law has not changed yet, the medical use of marijuana is legal under New Jersey’s Compassionate Use Act for ALS, anxiety, certain chronic pain conditions, migraine headaches, MS, opioid addiction, terminal cancer, muscular dystrophy, inflammatory bowel disease, Crohn’s disease, terminal illness with less than twelve months of life expectancy, and Tourette’s Syndrome. It may also be used to treat HIV, acquired immune deficiency syndrome and cancer if severe or chronic pain, severe nausea or vomiting, cachexia or wasting syndrome result from treatment. Additionally, seizure disorder, epilepsy, Intractable skeletal muscular spasticity, glaucoma and PTSD qualify for medical marijuana treatment if the patient is intolerant of or resistant to conventional therapy.

The Interplay of Medical Marijuana and Disability Protections under New Jersey Employment Law

The Compassionate Use Act contains the language that “Nothing in this act shall be construed to require… an employer to accommodate the medical use of marijuana in any workplace.” On the other hand, New Jersey’s Law Against Discrimination does require employers to make reasonable accommodation for an employee’s disability if the accomodation would allow her to work without causing undue hardship for the employer. The conditions which allow for the use of medical marijuana under the Compassionate Use Act would in all likelihood constitute “disabilities” under the Law Against Discrimination. These two laws, both of which laudably aim to protect vulnerable people, thus appear to be in conflict.