Photo of Scott I. Unger

Scott I. Unger is a Shareholder and member of Stark & Stark’s Litigation Group, where he concentrates his practice on litigation arising out of business and commercial disputes. Mr. Unger regularly counsels business owners on the prosecution and defense of minority oppression litigation (corporate divorces), breach of contract cases, uniform commercial code (U.C.C.) litigation, consumer fraud claims, appellate practice, employment, and estate litigation. He has extensive experience litigating cases in a variety of jurisdictions, including, New Jersey, New York, Pennsylvania, Ohio, Massachusetts, Texas, and Maryland.

Contract law offers contracting parties a defense against performing under a contract where the fulfillment becomes impossible due to unforeseen events outside the parties control. These unforeseen events are often called “force majeure” or “acts of god.” With each passing day, the government, in response to COVID-19, is imposing more restrictive containment measures. These measures are likely to affect the parties’ workforce and supplies needed to perform the contract.

Continue Reading

The House of Representatives passed legislation aimed at mitigating the economic impact of the coronavirus by providing financial assistance to businesses and individuals. Assuming the bill is passed by the Senate early next week and signed into law by President Trump, the law would ensure that workers can take paid or sick leave. The bill also bolsters unemployment insurance and guarantees that all Americans receive free diagnostic testing for coronavirus.

The potential economic fallout from coronavirus is unknown at this time.


Continue Reading

There is legal significance if is a person is deemed to be an “employee,” as opposed to an independent contractor. That determination is likely to be significant for a number of reasons, including: tort liability under respondeat superior; payroll taxation; workers’ compensation insurance; benefits; and statutory employee protections. Employers are required to protect their employees from workplace discrimination under the New Jersey Law Against Discrimination. Moreover, they are required to pay their “employees,” in accordance with the Wage Payment Law, the Wage and Hour Law, and the Unemployment Compensation Law. Independent contractors, on the other hand, are not subject to the same.


Continue Reading

On February 18, 2020, New Jersey Governor Phil Murphy unveiled a sweeping proposal that significantly strengthens the New Jersey Law Against Discrimination. The proposed legislation was the result of a two year study of workplace employment discrimination and sexual harassment conducted by the New Jersey Division on Civil Rights. It also mirrors the current societal shift in attitudes about workplace discrimination and sexual harassment. Employers need to be cognizant of these proposed changes and the current climate.

If enacted, New Jersey would require all employers to provide anti-discrimination and anti-harassment training. The New Jersey Supreme Court held that trial court should consider whether or not an employer made training available to supervisors and all employees when deciding whether or not an employer has been negligent in preventing sexual harassment. This proposed change would require training.


Continue Reading

Over the past decade, the Equal Employment Opportunity Commission (“EEOC”) has reported that retaliation is the most common issue alleged by federal employees and the most common discrimination finding in federal sector cases. Nearly half of all claims made to the EEOC are retaliation claims.

The EEOC found that other employers retaliated in violation of the law in greater than 40% of the reported claims, a fact which employers must be aware of. The same is likely true under the anti-retaliation provisions as set forth in the New Jersey Law Against Discrimination. Hence, it is essential that employers take affirmative remedial steps to prevent retaliation. Moreover, employers must immediately and effectively address retaliation if it is reported.


Continue Reading

An Erie County, New York Supreme Court Justice recently held that the disrespectful and unfair dispropriate treatment of a female shareholder based upon her gender in a closely held corporation constituted oppression. In re Matter of Diane M. Straka, Index No. 807308-2017 (citing, Bus. Law. §1104(a)-(1).

In that case, the Plaintiff, Ms. Straka (a 25% shareholder in a closely held New York corporation) was able to prove at trial that she was subjected to disrespectful treatment based upon her gender. The other three shareholders were men. The Court found among other things, that:

  • When she first met one of the other shareholders, he asked Ms. Straka “…are you the one who makes the coffee;”
  • One of the shareholder’s posted a cartoon on his door that was deeming to women;
  • The Plaintiff stopped eating in the lunchroom because she was subjected to offensive comments; and,
  • One of the male shareholder asked if he could sit in her lap.


Continue Reading

Pursuant to New Jersey corporate law, directors are trustees for the entire body of the owners. Directors owe loyalties to all shareholders. If they disregard the rights of the majority shareholders, minority shareholders, or the corporation itself they could be liable for a breach of fiduciary obligations or duties.

Continue Reading

New York Courts do not have the power to order the dissolution of a corporate entity that operates in the State of New York, but was formed under the laws of another state. In Re Matter of Raharney Capital, LLC v. Capital Stock, LLC, 138 A.D. 3d 83 (1st Dept. 2016).

In that case, Plaintiff, Raharney Capital, LLC, (“Raharney”) a Delaware limited liability company with a principal place of business located in the State of New York filed an action against Capital Stock, LLC, (“Capital Stock”) in the State of New York seeking juridical dissolution pursuant to Section 18-802 of Delaware’s Limited Liability Act of a Delaware entity formed by Raharney and Capital Stock. That entity, Daily Funder was a Delaware Limited Liability Company, with a principal place of business in New York City. Raharney and Capital Stock each owned 50% of Daily Funder.


Continue Reading

Effective February, 1, 2020, New Jersey will join other 16 states (AL, CA, CO, CT, DE, HI, IL, ME, MA, MI, NY, NC, OR, PA, VT, WA, & WI) and 17 local governments (San Francisco, Atlanta, Chicago, Louisville, New Orleans, Jackson, MS, Kansas City, MO, New York City, Albany County, NY, Suffolk County, NY, Westchester County, NY, Cincinnati, Philadelphia, Pittsburgh, Richland County, SC, & Salt Lake City) in prohibiting employers from requesting salary history from job applicants.

Continue Reading

Last week, the NFL sought to end the political controversy surrounding some players kneeling during the national anthem by enacting a policy fining teams if players kneeled during the Star-Spangled Banner.

Under the new policy, players could stay in the locker room while the national anthem of the United States is played. Shortly, thereafter, players wrongfully asserted that the new policy violates their First Amendment protection of “freedom of speech.”

The problem with the players’ constitutional argument is that the Constitution only applies to “State actors.” The state action requirement stems from the fact that the constitutional amendments protecting individual rights are mostly phrased as prohibitions against government action. The First Amendment to the United States Constitution sets forth, “Congress shall make no law respecting an establishment of religion, or prohibiting the free exercise thereof, or abridging the freedom of speech, or the press, or the right of the people peacefully to assemble, and to petition the Government for a redress of grievances.” The Fourteenth Amendment, which was ratified after the Civil War, made most of the liberties set forth in the Bill of Rights applicable to the States.


Continue Reading