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Brian E. Kasper is a member of the firm’s Litigation Group. Mr. Kasper concentrates his practice in general commercial and civil litigation, particularly in the areas of business litigation and counseling. He represents client in all phases of federal and state court litigation at both the trial and appellate levels, in administrative proceedings before state administrative agencies, and has handled matters resolved through alternative dispute resolution before the American Arbitration Association (AAA).

On May 26, 2021, the Superior Court of New Jersey, Appellate Division issued an important decision in Premier Physician Network, LLC v. Robert Maro, Jr., M.D., et al, (Docket No. A-1152-20) concerning the governance of New Jersey limited liability companies (LLC). The issue before the Court was whether members of an LLC were bound by the terms of an operating agreement by assent as set forth in N.J.S.A. 42:2C-12(b), which states that “[a] person that becomes a member of a limited liability company is deemed to assent to the operating agreement.” The Court held that a draft operating agreement does not become the operating agreement of an LLC unless there is an agreement of the members. Further, that assent only bounds future members of an LLC to an already agreed upon operating agreement.

Continue Reading Appellate Division Rejects Notion That Members Can Simply Assent and Not Agree to the Terms of a Newly Drafted Operating Agreement

An action setting forth a claim of undue influence is among the most common methods of contesting a will; however, an action for undue influence can also be effective in challenging lifetime gifts. As a general matter, undue influence is defined as mental, moral, or physical exertion which has destroyed the free agency of a party by preventing that party from following the dictates of his own mind and will and accepting instead the domination and influence of another. A plaintiff claiming undue influence has the burden of demonstrating a confidential relationship between the donor and the donee.

Continue Reading Undue Influence as a Challenge to Lifetime Gifts

As the dust settles on the legal battle between Apple and the F.B.I., businesses should take note of the many issues related to the privacy and confidentiality of electronically stored information. Though Apple arguably emerged victorious in refusing to create a backdoor for its security measures, the still unknown point of access utilized by the F.B.I. highlights the risk that electronically stored information is never truly secure. Data breaches at Sony, Home Depot, Target, and even within the federal government highlight this point.

Given their volume and value of data, businesses need to be particularly cognizant of the cyber-threats and nimble in response to cyber-attacks. However, it is not enough to simply recognize the threat posed by a cyber-attack. Businesses need to be prepared to act swiftly and effectively to prevent any further misappropriation or transmission of electronically stored information.

Continue Reading A Cyberlaw Preparedness Primer for Businesses

Arbitration agreements seem to permeate our society, though they often go unnoticed. Traditionally located in what is colloquially referred to as the “fine print,” arbitration clauses in contracts, or in use agreement or terms and conditions, can have a tremendous impact on a party’s right to bring an action before a court of competent jurisdiction. Without understanding the fine print, a party may unknowingly waive its right to a trial by jury and may be left to litigate before an arbitrator, which can be an individual or a panel, in a closed proceeding with a very narrow and difficult right to appeal the decision.

A preference for arbitration will vary and will usually fall to a party’s relative interests. For some, an enforceable arbitration agreement may be helpful, as it presents and expedited process and a non-public forum for dispute resolution. For others, this language may be harmful, as the costs of arbitration can be extremely burdensome relative to traditional court costs. The important thing is to understand what is included in the agreement and whether the language is effective in accomplishing that understanding.

Continue Reading Read the Fine Print. Is My Arbitration Clause Enforceable?

Whether in time of economic growth or decline, all businesses must be mindful of potential liability. The nature and extent of liabilities has a direct effect on profits, which can hamper business growth and require cutbacks, among other things. Knowing where and how liabilities arise can prevent negative effects on profits, avoid litigation premised on unintended and unknown acts, and promote overall business well-being.
Continue Reading Agents of Liability: Can the Acts of Another Bind a Business?

In recent years, a common issue that a growing number of individuals face is how to care for themselves as they age. Healthcare, finances, and even routine errands can pose a significant challenge. Proper planning can ease the burden, but improper planning can create significant risks for both you and your heirs.

One easy trap