New Jersey LLC Law Deadline Looms

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I, along with my colleagues Rachel Lilienthal Stark and Henry E. Van Blunk, have authored a client alert regarding important changes to the law governing limited liabilities formed in New Jersey.  While the law was actually passed in September of 2012, it did not affect existing limited liability companies until March 1, 2014.  The law, known as the New Jersey Revised Uniform Limited Liability Company Act, or “RULLCA”, makes significant changes to many of the legal principles underlying the organization and operation of limited liability companies.  Because RULLCA introduces several new “default” rules that will apply in the absence of a contrary provision in the operating agreement, your company’s governing documents should be carefully reviewed to determine the necessity or appropriateness of any amendments.

Click Here for more information about the RULLCA and to find out what this law may mean for you and your business. If you have any questions or concerns, or are interested in a legal review of your limited liability company documents, please contact Stark & Stark’s Business and Corporate group.

Deadline Could Impact All New Jersey Limited Liability Companies

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With the assistance of my fellow Stark & Stark Shareholders Daniel J. Sheridan and Henry E. Van Blunk, I have co-authored an important client alert about a law deadline that could impact all limited liability companies in the state of New Jersey. The article discusses the New Jersey Revised Uniform Limited Liability Company Act (RULLCA), which significantly changes many of the legal principles underlying the organization, governance and operation of limited liability companies.  While, until now, existing LLC’s were not impacted by this new law, the grace period expires on March 1, 2014 and the new act will apply to all existing New Jersey limited liability companies.

To read the entire alert, please click here. If you have any questions or concerns, please contact Stark & Stark’s Business and Corporate group.

Amendment to Farmland Assessment Act Provides for Stricter Eligibility Standards for Farmers

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On April 15, 2013, the Farmland Assessment Act of 1964, N.J.S.A. 54:4-23.1 (the “Act”) was amended imposing new requirements for farmland assessment beginning in tax year 2015 The Act provides for property tax exemptions up to 98% for a landowner that uses the property for farming and meets the eligibility requirements of the Act.   In order to be eligible for farmland assessment, the land in question must be “actively devoted to agricultural or horticultural use” and not less than five acres of the land must be devoted to 1) the production of crops; 2) livestock or their products; and/or 3) forest products under a woodlot management plan.  N.J.S.A. 54:4-23.2.  The Act also requires a minimum income imputed from the farming activities in order for the property to be eligible for farmland assessment.  Id. 

The Amendment increased the threshold income generated from farming activities for the first five acres of land farmland from an average of $500 per year during the two year period immediately preceding the tax year in question to $1000 per year for such period in order for land to be eligible for farmland assessment.  In addition, the Amendment requires the State Board of Agriculture and the Department of Agriculture to develop guidelines based on generally accepted Agricultural and Horticultural practices for use by tax assessors in determining whether a use is considered Agricultural or Horticultural under the Act. Once those guidelines are developed, they will be submitted to the Division of Taxation for review, approval and adoption of regulations consistent with the approved guidelines.  The Farmland Evaluation Committee established by the Amendment is required to review the minimum income threshold and may make any increases it deems appropriate at least every three years.  The Amendment also requires on-site inspections to be conducted at least every three years by the tax assessors and heightened continuing education standards for tax assessors, including a specific course related to farmland assessment.  The Amendment also requires a narrative and sketch to be provided with any application related to less than 7 acres of farmland. Lastly, the Amendment imposes a penalty of up to $5,000 for any gross and intentional misrepresentations made by a landowner on any application for farmland assessment. 

How to Avoid Legal Pitfalls When Using Freelancers and Other Consultants

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Many businesses, especially start-ups, find that it makes sense to engage freelance consultants for particular tasks rather than adding employees to their payroll.  There are many financial and strategic reasons for a company to engage a consultant for certain projects, such as flexibility, expertise, and efficiency.  However, it is important that companies identify which types of projects are suitable to be done by consultants rather than employees, and what legal issues should be addressed when using consultants.

I.  Ownership of the Work Product

First and foremost, from a legal perspective, business owners should determine whether the work product created in connection with a particular project must be exclusively owned by the company, or whether it would be acceptable for the consultant to utilize the materials used or produced in connection with the project for other companies.  In general, there are three levels of exclusivity that are required in connection with a free-lance project.

  1. The least critical level of exclusivity is generally seen when a product or service is not customized, so that there is an expectation that the consultant will provide the same product or service to other competing companies.  For example, companies often expect that billing or other back-office software produced by consultants will be used by companies in the same industry, and most business owners would not find it detrimental to their company's business if a competitor used the same software.  Accordingly, the company would only require a non-exclusive license to use the work product from the consultant, and the consultant would maintain ownership of the work product.
  2. The second level of exclusivity is seen when a company would accept that certain preexisting materials are owned by the consultant and merely licensed for use as part of a final work-product, but that other aspects of the product are owned by the company and may not be reused by the consultant.  A customized website is a good example of this level of exclusivity.  Most companies would not be comfortable if their website designer reused customized materials or the look and feel of a website created by a hired freelancer for a competitive company, but would understand that the freelancer will use certain preexisting materials and tools in the website that will be also be used by the freelancer for other websites.
  3. The third level of exclusivity is seen when a company requires that all work product be completely original and never used by the consultant for another project.  This may occur when a project is critical to the company's competitive advantage, such as the development of a novel product or service that will distinguish the company from its competitors.  In that situation, it must be made clear that the company is the owner of the work product, and that the consultant does not have any right to use the work product in connection with other projects. 

Absent a written agreement between a consultant and its client, the law provides that the consultant is the owner of any work product produced in connection with a project, and the consultant is providing the client with a non-exclusive license to use the work product.  If a particular project falls within the second or third levels of exclusivity described above, it is imperative that a written agreement be put in place prior to the work being completed by the consultant to confirm who owns the work product and whether the consultant will have the right to re-use any of the work-product for other clients.  This type of agreement is generally called a "Work for Hire" agreement, but can also be incorporated into a consulting agreement which sets forth other material terms of the consultant's engagement with the company.

II.  Confidentiality

Unlike an employee, who has a duty to keep company secrets confidential, a consultant has no such duty unless there is an agreement in place requiring confidentiality.  A written confidentiality agreement should therefore be put into place to protect the company's trade secrets from being disclosed by freelancers who are often given broad access to company information in order to complete their work.  Even with a written confidentiality agreement, confidential information should only be provided to the consultant on a "need to know" basis.

III.  Independent Contractor Status

One reason that companies choose to hire freelancers is to avoid adding another employee to payroll.  It is important that the company understand that, regardless of the title given to a particular worker, state and federal agencies, such as the IRS and Department of Labor, may reclassify a consultant as an employee and require that the company pay significant penalties for the misclassification.  The factors considered for determining whether the consultant is an independent contractor vs. employee are as follows:

  1. Behavioral control  -- Does the business have a right to direct and control how the consultant does the project? Does the company train the consultant to do the project in a particular manner, or does the consultant complete the project using his or her own methods and training?,
  2. Financial control -- Is the consultant's business as an independent financial operation, with investment, expenses and other clients and the risk of earning a profit or suffering a loss from the project, or does the consultant receive a set salary, have all expenses paid by the company, and and no other clients in the relevant market?
  3. Type of relationship -- Is there a written consulting agreement place?  Does the company provide the consultant with similar benefits that would normally be provided to employees, such as health insurance and vacation pay, and (i.e. pension plan, insurance, vacation pay, etc.)? Is the relationship for a set term or does it continue indefinitely?  Is the consultant working on a key aspect of the company's business which would generally not be outsourced?

If, after examining these factors, it is determined that one or more factors is applicable that lead to the designation as an employee, the company should reconsider its decision to engage the consultant as an independent contractor rather than an employee.

There are many times where engaging a freelance consultant to complete a particular project benefits a company.  With careful consideration of the legal issues that make the relationship with a consultant different than that of an employee, the relationship could be rewarding to both the company and freelance.

NJ Economic Development Authority Approves New Loan Program for Small Businesses in the Wake of Hurricane Sandy

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Following the approval of New Jersey’s Community Development Block Grant (CDBG) Disaster Recovery Action Plan, the NJ Economic Development Authority (EDA) was tasked with administering $460 million of the state’s CDBG Disaster Recovery allocation to assist storm-impacted businesses. Recently, the EDA approved the creation of the Stronger NJ Business Loan Program.  The Stronger NJ Business Loan Program is the second of these CDBG-funded business recovery initiatives and will utilize $100 million of the allocation.

The new loan program will provide New Jersey small businesses with loans of up to $5 million to repair physical damage or expand operations in communities impacted by the storm.  The loans are available to support working capital needs and/or renovations or new construction of the place of business.  The maximum working capital loan amount is $500,000, exclusive of equipment.  The maximum renovation or new construction loan amount is $5 million.

The Stronger NJ Business Loan Programs will be available to small businesses statewide, with a focus on the nine most impacted counties of Atlantic, Bergen, Cape May, Essex, Hudson, Middlesex, Monmouth, Ocean, and Union, as defined by the US Department of Housing and Urban Development (HUD).  To be eligible, all businesses must: (1) have at least one location in New Jersey; (2) have been in existence at the time of the storm; (3) be a small business as defined by the Small Business Administration (SBA); and (4) have annual revenues of at least $25,000.  In addition, businesses located within the nine counties must either: (1) positively impact the economy of their community through either capital investment or the creation or retention of jobs; and/or (2) evidence a minimum of $5,000 in physical damage to real property and/or loss damage of non-perishable and non-consumable inventory.  In contrast, New Jersey small businesses located outside of the nine counties must meet the $5,000 damage/loss requirement. 

It is important to note, that this CDBG Recovery Assistance is meant to be funding of last resort to satisfy “unmet needs,” which are defined as financial needs not satisfied by other public or private funding sources.  As a result, HUD requires that businesses must have applied to and received a declination or approval for an SBA disaster loan if the SBA Program is still active.  The SBA deadline for Physical Damage loans was May 1, 2013; the Economic Disaster Loan deadline is currently July 31, 2013.  Accordingly, if an entity still has a pending application with SBA from the recently closed Physical Damage Disaster Loan, they will need to wait for a determination before submitting their application to the EDA.  If a company is seeking funds related to physical damage, which could include construction, but did not apply for the SBA program before it lapsed, the company may still apply for the Stronger NJ Business Loan program.  If an entity has needs that could be funded by an Economic Injury Disaster Loan, which could include working capital to cover salaries and expenses, they will need to apply to SBA and receive a final determination before they will be able to submit a Stronger NJ Business Loan application,

Beginning July 1, 2013, small businesses (including non-profits) can start the Stronger NJ Business Loan application process.

Building Owner Not Liable for Worker's Death from Water Contamination

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A building owner recently prevailed in a wrongful death and survivorship action involving Legionnaires’ disease caused by contamination in an office building’s water supply system.  On May 28, 2013, the Appellate Division upheld the trial court’s ruling granting the owner summary judgment in Anthony Vellucci, Etc. vs. Allstate Insurance Company, Et Al., App. Div. Docket # A-2905-10.  It is an important decision for property owners, managers, employers, brokers, and others in New Jersey because it involved deadly contamination and shows that you can avoid liability by taking appropriate measures.       

The decedent was employed by Allstate in an office in the commercial building.  The trial court had dismissed Allstate from the case and then granted the building owner summary judgment, stating: “The plaintiff offers that the building owner has an obligation to provide safeguards necessary to make its premises reasonably safe for the uses [it] has invited others to make, but the Court finds that Mack-Cali did so and that [Legionella] infection is a rare occurrence and that Mack-Cali owed no duty to take special precautions against [Legionella] bacteria.” 

The Appellate Division concluded that summary judgment was properly granted, stating: “The prevailing industry and regulatory standards do not impose a duty on Mack-Cali to take proactive measures to ensure that a commercial office building’s water supply is not contaminated by the Legionella bacteria.  Absent evidence that Mack-Cali actually knew or should have known, through the exercise of reasonable maintenance measures, that the building’s water supply had been contaminated with the Legionella bacteria, Mack-Cali is not liable for decedent’s demise.”

In deciding in favor of the building owner, both the trial judge and Appellate Division relied on Carvalho v. Toll Brothers & Developers, 143 N.J. 565 (1996) and balanced “several factors -- the relationship of the parties, the nature of the attendant risk, the opportunity and ability to exercise care, and the public interest in the proposed solution.”  The Appellate Division applied these legal principles, stating: “Plaintiff did not present any rational basis to impose a duty on Mack-Cali to forsee the advent of the Legionella bacteria in the building’s water system... Although tragic in its result, decedent’s case was an isolated one.  Once relevant information concerning decedent’s illness was brought to its attention, Mack-Cali took appropriate measures to investigate the matter and ascertain what needed to be done to prevent a recurrence.” 

The Court noted that Mack-Cali retained a certified industrial hygienist to investigate and take samples of the building’s water for testing and that the investigation was “extensive” and included a survey of the entire building, multiple water samples, testing, and a report.  The Court also noted that Allstate retained its own occupational and environmental health consultant to test the building’s water system, and that Mack-Cali hired a water treatment provider to clean the building’s plumbing system as recommended and “after the remediation was completed, there was an extensive period of continued testing.” 

This case is important because it emphasizes the defense of taking appropriate measures.  Based on the “salient facts” of this “isolated” case of a “rare occurrence”, the Appellate Division found that appropriate measures were required after learning of the illness “to investigate the matter and ascertain what needed to be done to prevent a recurrence”.  But other courts or circumstances could require additional proactive and other appropriate measures both before and after learning of an illness.  The big question for you and your matters is what will be deemed “appropriate measures” to minimize risk?   

Evaluating your legal issues requires careful review on an individual basis with experienced counsel.

Content Considerations for a Sound Corporate Code of Ethics

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As a follow up to my blog last month outlining key considerations with regard to the preparation and administration of a corporate code of ethics, this entry will discuss some important aspects of the substantive content that should be included in a corporate code.

While there can be great variety in the approach, style and industry-specific content of a corporate code of ethics, most well-drafted documents will address the following core topics:  compliance with laws; accuracy and integrity of books and records; conflicts of interest; confidential information and intellectual property; and gifts and hospitality.  Although this is a non-exhaustive list, the foregoing is a list of “musts” that need to be addressed when one approaches the drafting of a corporate code.  Accordingly, I will introduce each of these foundational topics below.

Compliance with Laws

While it may seem implicit, it is important at the outset of the document to set forth that it is company policy to adhere to the letter, spirit and intent of all applicable laws and regulations touching the business and operations of the company.  The company should also address its anti-fraud policy here, which, when coupled with the company-wide sign-off on the document discussed last month, becomes an effective enforcement mechanism throughout the organization.

This section should also be utilized to set forth company policy on specific regulated topics, such as environment, health and safety, anti-trust and fair competition, insider trading (if the company is publicly-traded), political contributions, and discrimination and harassment.  The company’s broad statements of policy on the foregoing topics can also serve as points of introduction to bolster and unify the company’s secondary corporate policies.  For example, company statements of policy in the code on health and safety and discrimination and harassment would support a more detailed statement in the employee handbook.

For organizations with international operations, it is also critical to address federal statutes and regulations applicable to U.S. anti-boycott and export control measures as well as the Foreign Corrupt Practices Act.  Specifically with regard to the FCPA, which imposes personal liability upon officers, directors, shareholders, employees and agents for violations of the act and its record-keeping provisions, a statement of policy in the corporate code of conduct with regard to the bribery and corruption of foreign officials is a necessary starting point for an effective FCPA compliance program.

Accuracy and Integrity of Books and Records

Appropriate language in this section should indicate that the company shall maintain its books and records in appropriate detail to reflect transactions accurately, fairly and completely.  Furthermore, this section should also serve as a point of introduction for the company’s accounting and whistleblower policy.

Conflicts of Interest

Generally, a conflict of interest may occur when the personal, business or financial interests of a director, officer, employee or agent interferes with the interests, assets or business of the company.  Including this statement is in large part driven by the fiduciary obligations that directors and officers owe to the company but is also part of a broader organization-wide commitment.

Confidential Information and Intellectual Property

I recommend that the corporate code of ethics contain a statement that the directors, officers, employees and agents of the company are prohibited from disclosing the company’s confidential information to anyone outside of the company, unless such disclosure is specifically authorized in writing or mandated by law.  Furthermore, the code should also define confidential information, and also set forth that it is the responsibility of every individual in the company to help protect the company’s intellectual property.

By requiring employee sign-off on the corporate code and, consequently, the requirement to adhere to the obligation of confidentiality and the protection of the company’s proprietary information, further security is afforded to the company with regard to the preservation of intellectual assets beyond any additional contractual arrangements.

Gifts and Hospitality

The company’s gift policy should be broad enough to cover the company’s top-line policy on gifts, hospitality, travel, meals and entertainment.  Additionally, full disclosure and reporting of gifts and hospitality must be emphasized throughout this component of the code.  While some organizations may exempt from reporting nominal unsolicited gifts or giving and receiving promotional items, it is important to have in place a reporting, approval and authorization structure that is driven by gift amount, type and recipient.  FCPA compliance naturally drives the preparation of this provision as well and should be addressed accordingly.  Finally, it is preferable to have in-house counsel as the gatekeeper for the policy to ensure that he or she has access and can address gift and hospitality issues proactively as opposed to reactively.

Understanding the Terms and Conditions of an Agreement to Arbitrate Before Agreeing to Arbitrate

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In an opinion issued May 10, 2013, Petersburg Regency, L.L.C. v. Selective Way Insurance Company, the Appellate Division of the New Jersey Superior Court held that if the parties agreed to arbitrate their dispute, but did not clearly identify the parameters of the arbitration, they would be bound by the provisions of the New Jersey Arbitration Act.  The facts are quite complex. In September 2004, Petersburg Regency, L.L.C. (“Regency”) filed a complaint against Selective Way Insurance Company (“Selective Way”) for claims arising out of a hurricane which damaged a hotel owned by Regency in Petersburg, Virginia.  In February 2007, the parties appeared for a settlement conference and agreed to dismiss the action and to proceed with binding arbitration.  The parties did not prepare or execute a written agreement spelling out the terms and conditions of the arbitration.  Over the next four years, the arbitrator supervised extensive discovery between the parties.  The arbitrator did not make any substantive rulings nor was any testimony taken.  Once the arbitration hearing was scheduled, Selective Way raised several issues regarding the arbitration, including an assertion that it had preserved a right to appeal a final award by the arbitrator on a plenary basis and that it had a right to file and obtain a ruling by the trial court on a summary judgment motion regarding its counterclaim.  In light of these disputes, the arbitrator declined to proceed with the arbitration and directed the parties to present the issues to the court.

In February 2012, the trial court ruled that the arbitration should not proceed, finding that there was no meeting of the minds on the conditions, parameters, and/or scope of the nature of the arbitration, or the right to appeal.  The court directed the parties to litigate their disputes and pursue their remedies in an action which had been commenced in Virginia by Selective Way.

The Appellate Division reversed, holding that the arbitration would be governed by the provisions of the New Jersey Arbitration Act, N.J.S.A. 2A:23B-1, et seq.  While the Act does allow the parties to modify or supplement the standard terms and conditions of the arbitration, unless the parties specifically agreed to any additional terms and conditions, the terms and conditions set forth in the statute control.  The Appellate Division accordingly directed the arbitration to proceed, without any of the additional terms and conditions sought by Selective Way.

The court directed that, when parties agree to submit a dispute to binding arbitration, to avoid the problems presented in this case, they should prepare and execute a written agreement setting forth the terms and conditions of the arbitration, specifically any modifications to the procedures set forth in the New Jersey Arbitration Act.  If a party agrees to submit a dispute to binding arbitration, it should make sure it is clear as to what is to be arbitrated, if there are any issues to be decided by the court, and if there is to be a right of appeal.

This case illustrates that arbitration is not always a prompt or efficient method of resolving disputes.  The complaint was originally filed in September 2004.  By May 2013, the dispute has not yet been resolved, although, in addition to the pending arbitration, a trial is scheduled in Virginia to take place this month.  Before anyone agrees to refer a matter to binding arbitration, they should determine that arbitration is an effective way to resolve the dispute.  In this case, arbitration was apparently not the best way to proceed.

New Jersey Court Reaffirms Desirability of Arbitration

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In a recent opinion, the Appellate Division of the New Jersey Superior Court held that if the parties agreed to arbitration in the underlying agreement, the dispute will be referred to arbitration, rejecting a claim that the right to demand arbitration was waived.  Stephen Lerner (“Lerner”) and Robert Heidenberg (“Heidenberg”) were partners in a partnership.  The partnership agreement contained a provision that any controversy arising out of the agreement would be settled through arbitration by the American Arbitration Association.  Lerner filed suit against Heidenberg seeking to dissolve the partnership. Heidenberg filed an answer and counterclaim and sought injunctive relief.  The court denied the injunctive relief and dismissed certain counts of the counterclaim, finding that they were subject to arbitration.  Shortly thereafter, Heidenberg’s attorney advised the court that Heidenberg wanted all disputes between the parties to be resolved by arbitration.  The court directed Heidenberg to file a motion to refer the matter to arbitration but to defer filing the motion until the parties had attempted to resolve their disputes through mediation.  The mediation was unsuccessful and Heidenberg filed a motion to compel arbitration.  Lerner opposed the motion and argued that Heidenberg had waived his right to compel arbitration by “aggressively litigating” the matter in court.  The trial court granted the motion.

In an opinion issued May 2, 2013, the Appellate Division affirmed, holding that Heidenberg had not waived his right to demand arbitration.  The court first held that the failure to raise arbitration as an affirmative defense in Heidenberg’s answer did not constitute a waiver.  The court then held that Heidenberg’s filing of an answer and counterclaim, seeking injunctive relief, and serving discovery requests did not constitute a waiver.  The court noted that there must be prejudice to the aggrieved party before the court will find a waiver. The court distinguished earlier cases where the request for arbitration was not made until long after the case was filed and trial was imminent.  The court held that because Heidenberg promptly notified Lerner of his intention to seek to compel arbitration and filed his motion shortly thereafter, there was no waiver of the right to arbitrate. The court also rejected Lerner’s argument that Heidenberg’s motion to compel arbitration was barred by the doctrine of judicial estoppel.

If the written agreement between the parties contains an arbitration clause and you wish to invoke the clause and seek arbitration, you should do so promptly.  You should raise the arbitration clause as an affirmative defense in the answer and promptly file a motion to compel arbitration. The longer the case remains in court, the more likely that a court will find a waiver of the arbitration provision.         

Landlord Wins Rent During Superstorm Sandy

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A landlord recently prevailed in an unpublished case involving non-payment of rent during superstorm Sandy.  In Gardens at Maplewood v. Fowlin, ESS, LT 5240-13, the tenant withheld one-half of the rent because he had no lights, heat or hot water as a result of Sandy and claimed that he had no obligation to pay the balance of the rent. 

The issue before Essex County Court Judge Mahlon Fast, was whether the tenant was entitled to a rent abatement.  The tenant’s position was that he should not have to pay for something that he did not receive.  Judge Fast disagreed and concluded that the tenant must pay the unpaid rent by April 15 or a judgment of possession would be entered.

Judge Fast considered three legal issues.  First, the Judge found that the defense of a lack of habitability was not applicable and said, “the power outage was not the fault of the landlord; the landlord was not responsible to restore power; nor was the landlord able to have power restored.”  Judge Fast did not believe “that the landlord would have agreed to have been responsible for the results of a situation such as Sandy” and the Judge found that the conditions in this case were “not the result of any latent defects in facilities nor the result of a fault by the landlord (to maintain or repair) but rather a (hopefully) unique situation unquestionably beyond the power of the landlord to have reasonably avoided or corrected.”

Judge Fast distinguished cases in which landlords have failed to make necessary repairs within a reasonable time, such as Marini v. Ireland, 56 N.J. 130 (1970).  The Judge also cited Chess v. Muhammad, 179 N.J. Super 75 (App. Div. 1981) for the proposition that, “even the most diligent landlord cannot prevent occasional interruptions in the livability of rented premises, whether due to the breakdown of mechanical facilities or sudden acts of nature.”  And Judge Fast said, “restoration of power …was within the control of the power supplier…rather than the landlord…and I find it unreasonable to expect landlords to have generators installed for unforeseen events, such as Sandy, except, perhaps, in a luxury rental with a corresponding rent.”

Second, Judge Fast found that the concept of impossibility of performance was not applicable and said, “I know of no case allowing relief to a tenant because of a loss attributable to an act beyond the reasonable control of a landlord.”

Third, Judge Fast found that, “there is no legal requirement (and no contractual requirement in this case) that would have compelled plaintiff to have maintained insurance for the benefit of the tenant, to cover the loss sustained as a result of Sandy.”

Although the landlord prevailed in this case, Judge Fast warned, “I can easily conceive of conditions that would justify an abatement because the conditions would substantially and negatively affect the reasonable use and enjoyment of an apartment and because elimination of those conditions would be within the reasonable control of the landlord.”  Additionally, although this case involved a residential lease, all landlords should be aware of this case and carefully review their individual circumstances with experienced counsel in the wake of superstorm Sandy, especially in circumstances where courts may be more apt to apply principles of equity to abate rent.

 

Older Entries

April 18, 2013 — Notice of Proposed Certificate Action

April 17, 2013 — Key Considerations for a Sound Corporate Code of Ethics

April 10, 2013 — Statements of Authority in the New Jersey Revised Uniform Limited Liability Company Act

April 5, 2013 — The Importance of Understanding CarFax reports for both Consumers and Dealers

April 2, 2013 — Shareholder Agreements Can Protect Shareholder Interests and the Success of Closely Held Corporations

March 27, 2013 — 10 Ways Landlords Can Cut Costs and Increase Income Now

March 22, 2013 — Issues for Commercial Landlords Asking for Guarantees

January 25, 2013 — Five Important Considerations Before Starting Your Small Business

December 5, 2012 — New Jersey Ordinance Impacts Employers' Use of Criminal History Records

September 27, 2012 — Modernizing the New Jersey Limited Liability Company Act

August 31, 2012 — Considerations When Adding Members to Your Solely Owned Limited Liability Company

June 15, 2012 — The Importance of Crisis Management - Part 2

June 15, 2012 — The Importance of Crisis Management - Part 1

June 4, 2012 — Obtaining Tax Exempt Status from the IRS for Your Organization

December 13, 2011 — State of Incorporation May Be Extremely Important to the Internal Affairs of A Corporation

October 17, 2011 — Settlement in Slimquick/Liquid Hoodia Class Action

October 11, 2011 — SEC Issues New Performance Fee Rule

September 30, 2011 — SEC Defines "Family Office"

September 29, 2011 — Trademark Infringement in Keyword Advertising

August 20, 2011 — Stark & Stark Shareholder Comments on Possible Ashton Kutcher Federal Investigation

August 18, 2011 — Strategies to Develop a Social Media Policy for Your Business

August 12, 2011 — Under the Consumer Fraud Act, a Spiritual Loss Is Not an Ascertainable Loss

July 20, 2011 — Homeowners Who Act as General Contractors Are Still Protected Under the Consumer Fraud Act

July 19, 2011 — Succession Planning: A Business Necessity

July 14, 2011 — New Jersey Supreme Court Holds That Individuals May Be Held Personally Liable for Regulatory Violations of the Consumer Fraud Act

June 3, 2011 — Stark & Stark Attorney Facilitates Deal With Local Business Owner to Expand into China

May 25, 2011 — Conflicting Loyalties: When corporate counsel should not represent a shareholder

March 30, 2011 — Is a Commercial Landlord Who Secured a Personal Guaranty to Ensure Performance Under a Lease Protected in a Holdover Situation?

March 22, 2011 — Appellate Division Reaffirms Absence of Strict Compliance Requirements for Notices to Quit on Commercial Landlords

March 10, 2011 — Protect your Identity: Exercise your Right of Publicity

March 7, 2011 — Postings on Social Networking Sites are Discoverable

January 11, 2011 — Proposed Bill Seeks to Limit Consumer Fraud Claims to Consumers Only, Not Businesses

January 6, 2011 — Stark & Stark Shareholder to Present "Nuts & Bolts of Small Businesses" NJICLE Seminar

January 5, 2011 — Stark & Stark Shareholder Discusses The Need For Business Succession Plans

November 17, 2010 — Copyright and the Internet: Protecting The Content of Your Website

November 5, 2010 — Stark & Stark Shareholder Comments on EMI Fraud Case

October 15, 2010 — The ABCs of Commercial Real Estate Transactions and Closings

September 1, 2010 — Corporations Beware: Board of Directors' Minutes are Subject to Shareholder Review

August 31, 2010 — Stark & Stark Shareholder Obtains $3,000,000 Settlement in Shareholder Oppression Case

August 25, 2010 — Stark & Stark Shareholder Comments on FedEx Investigation

June 29, 2010 — Closely Held Business - Loans to Directors, Officers or Employees

June 23, 2010 — The Right to Resign under the New Jersey Limited Liability Company Act

June 15, 2010 — Minority Oppression: Conflicts of Interest - Taking Advantage of a Business Opportunity

June 2, 2010 — Bad Contracts Between Shareholders - Unfavorable Loans and Lease Agreements

May 19, 2010 — Stark & Stark Attorney To Present SCORE Seminar on Legal Considerations for Small Businesses

May 5, 2010 — Buying Assets From a Troubled Company

April 29, 2010 — SCORE of Princeton to Hold Small Business Fair

March 22, 2010 — Deferred Compensation Agreements Should Be Reviewed, Again

March 15, 2010 — What Type of Entity is Best for you in New Jersey

November 11, 2009 — Stark & Stark Shareholder Serves as Panelist for Legal Workshop

October 8, 2009 — Retrofitness Sued By New Jersey Fitness Club Owners

October 5, 2009 — Small Business Owners Need to Plan for Tax Increases in 2011

October 1, 2009 — Key Legal Considerations when Buying an Existing Business, Buying a Franchise, or Starting a Business From Scratch

August 28, 2009 — Stark & Stark Attorney to Present New Jersey Organization and Sale of Small Business Seminar

August 21, 2009 — Stark & Stark Attorney to Present a How to Start a Business Seminar

August 14, 2009 — A Few Things Everyone Should Know About Copyright Law

August 12, 2009 — State Enforcement of the Bulk Sale Notification Requirements

August 4, 2009 — StarK & Stark Shareholders Author Article for the Charles Schwab Institutional Compliance Review

July 21, 2009 — Squeeze-Out Technique: Withholding Information

June 30, 2009 — Stark & Stark Attorneys Author Article for the Charles Schwab Institutional Compliance Review

April 27, 2009 — Are You Oppressed? Truth and Consequences for Minority Shareholders

March 27, 2009 — Squeeze-Out Technique: Excessive Compensation

March 20, 2009 — Squeeze-Out Technique: Termination of the Minority Shareholder's Employment

March 6, 2009 — Squeeze-Out Technique: Withholding Distributions

February 27, 2009 — A Panoramic Discussion of the Squeeze-Out Techniques Often Used By Majority Shareholders

February 19, 2009 — Stark & Stark Shareholder to Present CLE Seminar Discussing Business Break-ups

February 2, 2009 — Squeezed Out By Your Business Partner?

January 29, 2009 — New Jersey Government Extends Net Operating Loss Carryforward, to the Benefit of Corporate Taxpayers

November 3, 2008 — Changes in Deferred Compensation Law Requires Compliance By January 1, 2009

September 29, 2008 — Buying an Existing Business -- What to Consider

September 19, 2008 — What To Include In Your Limited Liability Company's Operating Agreement

August 15, 2008 — Claim of Undue Influence Resolved by Court Before Death of Testator

July 29, 2008 — Proper Registration of Fabric Dresses Sufficient to Defeat Fraud on the Copyright Office Claims

July 24, 2008 — Patterns, Lace and Fabric Designs Incorporated Into Dresses are Copyrightable

June 20, 2008 — Regulatory Hammer Strikes Again

June 18, 2008 — Contractors Be Warned: Don't Get Nailed

June 5, 2008 — How To Start A Business

March 25, 2008 — Minority Oppression in Relation to "Fair Value" of Stock

February 14, 2008 — Ensuring the Benefit of the Bargain - Due Diligence for Business Acquisitions

January 11, 2008 — Collecting Prejudgment Interest on Debts

August 28, 2007 — A Nutshell on Marketability & Minority Discounts in New Jersey

May 29, 2007 — Buy-Sell Agreements in Closely Held Businesses

May 18, 2007 — New Jersey Legal Update - Podcast # 66

April 12, 2007 — Rights of Suppliers under Bankruptcy Law

April 10, 2007 — The Enforceability of an E-Mail as an Agreement to Share or Transfer a Copyright

February 23, 2007 — New Jersey Legal Update - Podcast # 60

February 22, 2007 — Restrictive Covenant Agreements For Franchises

January 30, 2007 — Comparing LLC's and "S" Corporations for Emerging New Jersey Businesses

January 9, 2007 — Franchise Emphasizes Careful Growth

January 5, 2007 — New Jersey Legal Update - Podcast # 55

November 30, 2006 — Securing Your Future Income

November 20, 2006 — Employee Handbooks

October 20, 2006 — New Jersey Legal Update - Podcast # 49

September 29, 2006 — New Jersey Legal Update - Podcast # 48

September 1, 2006 — New Jersey Legal Update - Podcast # 45

August 31, 2006 — Enforceability of "Third-Party" Non-Competition Agreements

August 23, 2006 — Leveling the Playing Field in Franchising

August 2, 2006 — Nurses Allege Wage Conspiracy

August 2, 2006 — New Jersey Supreme Court Rules That Independent Auditors Can Be Liable for a Corporate Client's Fraud

July 10, 2006 — Valuation in Minority Oppression Litigation