SHAREHOLDER DISPUTES IN NEW JERSEY

January 26th, 2012

By Fredrick P. Niemann, Esq. a Shareholder Dispute Attorney

When you first established your Limited Liability Company (LLC) in New Jersey several years ago with your best friend you did not see a need for a shareholders’ agreement. You had been best friends since first grade; nothing could ever come between you. You felt that it was an unnecessary expense to have a lawyer draw up a contract for something that never could happen.

Only now it has….

The company has grown and prospered over the last several years and everything has gone fine. However, you have come to an impasse on what to do next. Do you stay in New Jersey? Do you expand out of state? Do you simply leave things alone? Your partner and best friend will not agree to anything, and now he wants out.

Since you will not agree to dismantle the business, he is now threatening to sue you for shareholder oppression and failure to act in the best interest of the company. Without an agreement in hand, you will have little recourse in court. Yes, an attorney will be able to represent you, and yes, you may even win, but the process will be long and grueling and it will interfere with your business.

Shareholder disputes will arise during the course of any business. It does not matter how long you have been friends, or what your intentions are, disagreements happen. The best way to protect yourself and your business is to enter into a shareholders’ agreement when the business is created. This is the only way to protect everyone that is involved.

Contact me personally today to discuss your shareholder dispute matter.  I am easy to talk to, very approachable and can offer you practical, legal ways to handle your concerns.  You can reach me toll free at (855) 376-5291 or e-mail me at fniemann@hnlawfirm.com.

A CONTRACT DISPUTE INVOLVING INTENTIONAL BUSINESS INTERFERENCE – A GENERAL OVERVIEW

January 26th, 2012

By Fredrick P. Niemann, Esq. a New Jersey Contract Lawyer

A business dispute lawyer experienced in New Jersey contracts usually handles claims that surround the intentional interference of an existing business relationship between business rivals or competitors. A contract that is breached involves two parties while the claim of business interference deals with situations where a third party who is not part of the contract interferes with it.
In order for an action of business interference in relation to a contract to be actionable, you must prove that there is a valid contract in place between you and a third party – and another person or (referred to as the interferer) was aware of the contract but went ahead and caused an intentional disruption of your contract. In the process of this person’s interference with your contract, you must establish that you suffered economic damages hence you are suing for compensation.
It is worth noting that in New Jersey; negligent interference attracts no cause of action even if there is a contract in place. The law requires there be an order for a case to stand up in court. The analysis is not concluded at the point where interference occurs. A court will take a close analysis on the nature of the interference. A business dispute lawyer in New Jersey is in a position to advise you on this are of the law. Further to this, intentional interference of the contract can be brought forward if the performance of the plaintiff has caused additional costs on your contract performance with additional expenses.

Since the claim of business interference is with another person’s contract, those involved in the contract cannot be sued. The reason is the law says that one cannot actually interfere with his or her own contract. This distinction is vital since an intentional interference with a legitimate enforceable contract is a business tort whose remedies can be more severe as compared to other kinds of contractual damages. A business dispute lawyer knowledgeable in New Jersey business contracts is in a position to analyze the facts of the case and provide you with the best advice.

If you are accused of business interference with a contract, it is possible to make a defense against the contract through certain kinds of jurisdictions and privileges. New Jersey courts will focus on a balancing act to determine the party’s motive, interests and conduct.

Contact me personally today to discuss your business contract matter.  You’ll find me easy to talk to, very approachable and can offer you practical, legal ways to handle your business interference and contract dispute case.  You can reach me toll free at (855) 376-5291 or e-mail me at fniemann@hnlawfirm.com.

REAL ESTATE BREACH OF CONTRACT – DOES A FAILED CONTINGENCY EQUAL A DAMAGE CLAIM?

January 20th, 2012

By Fredrick P. Niemann, Esq. a New Jersey Contract Attorney

Contract for Sale of Real Estate in New Jersey:

Here’s a contract question I was recently asked.  The contract states the buyer is to apply for a mortgage of $600,000 deposit $11,000 into escrow upon contract signing and pay $250,000 cash down at closing.

The buyer applies for a mortgage of $685,000 and is rejected by his bank.

The buyer then claims that he cannot get mortgage so he attempts to cancel the contract.

Is the buyer in breach of this contract since he did not apply for the mortgage amount stipulated in the contract?

Does the seller have a cause of action?

If the seller now sells his house for less than the contracted amount can he sue the buyer for this difference plus other losses he has sustained?

I believe the answer is yes and the buyer’s actions are breach of contract because the buyer applied for a mortgage greater than $600,000.  The mortgage contingency provision is a material term of the contract.  That provision having been breached the seller has a cause of action and the buyer may very well have to pay damages.

If you have any questions regarding contracts, particularly real estate contracts, contact Fredrick P. Niemann, Esq. toll free at (888) 800-7442 or e-mail him at fniemann@hnlawfirm.com.

MINORITY SHAREHOLDERS OF CORPORATIONS HAVE A RIGHT AGAINST OPPRESSION

January 20th, 2012

By Fredrick P. Niemann, a NJ Shareholder Rights Attorney

Throughout New Jersey, there are numerous corporations that are owned by a small number of shareholders. These corporations are often referred to as closely-held corporations. In a closely-held corporation, the majority shareholder is entitled to make business decisions involving the company, based on the fact that they have more ownership of the company than the minority shareholders. Unfortunately, these business decisions may conflict with the wishes of the minority shareholder. While the majority shareholder ultimately controls the direction of the business and has the final say on business decisions, minority shareholders also have rights pertaining to these decisions, mainly the right not to be “oppressed”.

An oppressed minority shareholder is one who is in the unfortunate position where they disagree with the business decisions being made, yet have their objections to the majority shareholders denied. In other words, they are forced to own shares in a company that is making decisions that affect them adversely. They are effectively trapped in the ownership of the company. Fortunately for minority shareholders, New Jersey has a law specifically relating to this situation, which states that corporations and majority shareholders may not act in a manner that oppresses minority shareholder. The statute defines oppression as “an act directed at a minority shareholder personally that frustrates their reasonable expectations of the role they play in management, operation, and other general affairs of the corporation.”

If you believe you are being oppressed as a minority shareholder, keep in mind you must be able to show two things under New Jersey Law in order to obtain relief from the courts. First, you must be able to show conduct on the part of the majority shareholders or the corporation itself that is considered oppressive. There is no specific formula for what amounts to oppression under New Jersey law. However, our New Jersey Courts will consider each case in and of itself. Second, you must be able to show economic harm suffered as a result of the oppression. This harm can be not only monetary, but can also include other interests such as having your voice in the future direction of the management business heard.

There are numerous oppressed minority shareholders throughout the state of New Jersey who are unaware of the rights they have. Don’t sit back and let someone take advantage of you simply because they own more shares in a corporation than you do. If you have any questions regarding New Jersey Oppressed Minority Shareholder laws or corporations in general, please don’t hesitate to contact Fredrick P. Niemann, Esq., an experienced NJ Corporate Shareholder attorney today. He can be reached toll-free at 855-376-5291 or by email at fniemann@hnlawfirm.com. He looks forward to hearing from you.

MINORITY SHAREHOLDERS OF CORPORATIONS HAVE A RIGHT AGAINST OPPRESSION

January 13th, 2012

By Fredrick P. Niemann, a NJ Shareholder Rights Attorney

Throughout New Jersey, there are numerous corporations that are owned by a small number of shareholders. These corporations are often referred to as closely-held corporations. In a closely-held corporation, the majority shareholder is entitled to make business decisions involving the company, based on the fact that they have more ownership of the company than the minority shareholders. Unfortunately, these business decisions may conflict with the wishes of the minority shareholder. While the majority shareholder ultimately controls the direction of the business and has the final say on business decisions, minority shareholders also have rights pertaining to these decisions, mainly the right not to be “oppressed”.
 
An oppressed minority shareholder is one who is in the unfortunate position where they disagree with the business decisions being made, yet have their objections to the majority shareholders denied. In other words, they are forced to own shares in a company that is making decisions that affect them adversely. They are effectively trapped in the ownership of the company. Fortunately for minority shareholders, New Jersey has a law specifically relating to this situation, which states that corporations and majority shareholders may not act in a manner that oppresses minority shareholder. The statute defines oppression as “an act directed at a minority shareholder personally that frustrates their reasonable expectations of the role they play in management, operation, and other general affairs of the corporation.”
 
If you believe you are being oppressed as a minority shareholder, keep in mind you must be able to show two things under New Jersey Law in order to obtain relief from the courts. First, you must be able to show conduct on the part of the majority shareholders or the corporation itself that is considered oppressive. There is no specific formula for what amounts to oppression under New Jersey law. However, our New Jersey Courts will consider each case in and of itself. Second, you must be able to show economic harm suffered as a result of the oppression. This harm can be not only monetary, but can also include other interests such as having your voice in the future direction of the management business heard.
 
There are numerous oppressed minority shareholders throughout the state of New Jersey who are unaware of the rights they have. Don’t sit back and let someone take advantage of you simply because they own more shares in a corporation than you do. If you have any questions regarding New Jersey Oppressed Minority Shareholder laws or corporations in general, please don’t hesitate to contact Fredrick P. Niemann, Esq., an experienced NJ Corporate Shareholder attorney today. He can be reached toll-free at 855-376-5291 or by email at fniemann@hnlawfirm.com. He looks forward to hearing from you.

FAILURE TO CREATE A FUNERAL TRUST CAN HAVE UNFORTUNATE CONSEQUENCES

January 13th, 2012

By Fredrick P. Niemann, a NJ Trust Attorney

The typical person knows that trusts are a form of putting assets aside for loved ones to receive at a later date. What the typical person does not know is that a trust can also be used to indicate who shall take charge of your funeral and burial or disposition of your remains, as well as provide the funding upon your death. While this may seem like a mute point to some, the fact of the matter is that families sometimes cannot agree on what should happen to a family member’s body upon their death. Without a properly drafted funeral trust, a dispute may arise as to where the funeral will take place, how the body will be disposed, and where the funding shall come from. Unfortunately, this can often create controversy among family members at a time when they prefer to focus their attentions on mourning their loved one.

Funeral Trusts allow an individual to set aside funds to pay for the funeral, as well as indicate whether the individual wishes to be buried or cremated. This ensures the individual that their wishes will be honored upon their death and helps avoid fighting among family members. If such a trust is not established and the deceased has not left a will indicating someone to be in charge of the proceedings and burial/cremation, New Jersey state law will determine who gets to make the final call. As one can imagine, controversy can often arise when this takes place. The law states that if the decedent’s wishes are not set forth in a will or trust, the disposition of the body will be left to the person with the highest priority out of the following:

 1. A surviving spouse or partner in a domestic partnership or civil union with the deceased;
 2. A majority of surviving adult children;
 3. Surviving parent or parents;
 4. A majority of any siblings of the decedent;
 5. Other next of kin, with highest priority going to closest relatives;
 6. Any other person acting on behalf of decedent that is not a relative.

Funeral processions occur during one of the most difficult times of a family member’s life. Unfortunately, disputes can occur based on a number of factors including location, religion, multiple marriages, children from separate marriages, and cost. To ensure your final wishes are met, it is in your best interest to meet with an experienced NJ Trusts Attorney and discuss setting up a Funeral Trust. Not only can this trust assist your loved ones in paying for your funeral, it can also indicate where and how you wish to be honored upon your death.
 
Fredrick P. Niemann is a knowledgeable, New Jersey Trusts attorney who has experience in helping families create trusts for a number of years. If you have any questions regarding Funeral Trusts, please don’t hesitate to contact him today toll-free at 855-376-5291 or email him at fniemann@hnlawfirm.com. He would be more than happy to discuss this matter with you.

PROPER ESTATE PLANNING ESSENTIAL IN ENSURING YOUR WISHES ARE HONORED AFTER YOUR DEATH

January 13th, 2012

By Fredrick P. Niemann, a NJ Estate Planning Attorney

 
The death of a family member can be one of the most stressful periods of a person’s life. Adding to this stress can be conflict among family members over how to honor the deceased. Where should the funeral be held? Who will pay for it? Should the body be buried or cremated? These and many more questions must be answered by family members if the decedent did not elect to create a will or trust indicating their wishes. Unfortunately, family members sometimes disagree as to how the situation should be handled, adding controversy to this already stressful period. Proper estate planning, whether it be creating a will or trust, can help you ensure your wishes are honored and help avoid any disputes among family members

 New Jersey law states that if a deceased individual has not indicated their wishes in a will or trust, the disposition of the body is to be determined by the individual with the  highest priority from the following:

 1. The surviving spouse or partner in a domestic partnership or civil union;
 2. The majority of any surviving adult children of the deceased;
 3. Surviving parent or parents;
 4. The majority of any surviving brothers and sisters of the deceased;
 5. Any other relatives of the decedent, with priority given to closer relatives;
 6. Anyone else acting on behalf of the decedent.

As one can imagine, disputes often arise among interested individuals when it comes time to bury a loved one. Different factors uniquely affect each family, but concerns such as religion, money, and location often come into play. Sometimes disputes arise when there is a second marriage involved, particularly when there are children from both marriages. A properly crafted will or trust will make sure your wishes are met and help avoid any controversy among your family members. Estate planning is a crucial tool that cannot be underestimated. You owe it not only to yourself, but to your loved ones as well to appropriately plan for your funeral and burial arrangements.

Fredrick P. Niemann is an experienced Estate Planning Attorney who has practiced throughout the state of New Jersey. He encourages you to contact him immediately if you have any questions regarding the process of setting up a trust or will. He can be reached toll-free at 855-376-5291 or by email at fniemann@hnlawfirm.com. He looks forward to hearing from you.

Getting a Veteran’s Pension Benefits without Paying a Dime

December 13th, 2011

By Fredrick P. Niemann, Esq. an accredited NJ Veteran’s Benefits Attorney

Wonder why so few people know about VA pension benefits?  The reason, in part is that Congress has erected a wall around VA benefits.  The only folks who are legally approved to provide information to veterans about benefits are:

1. Federal Veterans Administration employees and employees of State Departments of Veteran’s Affairs;
2. Authorized representatives of Veterans Service Organizations like the VFW and American Legion, among others; and
3. Attorneys licensed to practice law in the Veterans State and accredited by the VA.

Now, if you have not already tried to get help from either the Veterans Administration or a Veteran’s Service Organization, then I highly recommend that you try to do that immediately.  Those groups truly do want to help you.  Unfortunately, because of the limited staff and hours in the day that they have, many of you have already tried to find help, but still need more.  That’s part of the reason why I have created a website for you known as www.njveteranbenefitsattorney.com (click here). It has additional information for you to read and learn.

If you have any questions with regard to Veteran’s Benefits, contact Fredrick P. Niemann, Esq; an experienced Veteran’s Benefits attorney toll-free at 888 800-7442 or e-mail him at fniemann@hnlawfirm.com today.

WHAT TO DO IF A DISPUTE ARISES REGARDING GUARDIANSHIP

December 13th, 2011

By Fredrick P. Niemann, Esq. a New Jersey Guardianship Attorney

Adult guardianship disputes arise when more than one person asserts them self as the guardian of an older, incapacitated person. This issue typically arises when two children are fighting over who will be the guardian of an older parent who no longer has the capacity to manage his or her own affairs. When all parties to the dispute live in the same state, the issue will be relatively straightforward. However, when the two parties arguing over who should be the guardian live in separate states, jurisdictional issues often complicate the matter, due to the fact that many states have different laws pertaining to how jurisdiction of the matter should be determined.  If a son claims guardianship in New Jersey and a daughter in another state, say Minnesota, the courts in these two separate states may follow different laws dictating which court should have jurisdiction, meaning each court may claim they have jurisdiction over the parent.

New Jersey follows a jurisdictional standard related to the “domicile” of the incapacitated adult over whom the dispute is about.  Domicile means the place where the incapacitated adult has made a permanent home with the intention of staying. Domicile can be acquired by three ways:

1. Birth or place of origin
2. Geographical choice of a person who is cognitively able to make that choice
3. Judicial declaration by a judge when a person lacks capacity to choose.

New Jersey law states that wherever an incapacitated adult’s domicile is proven to be, that state has jurisdiction over the guardianship dispute. Therefore, it becomes vitally important to determine exactly where the person is domiciled, rather than where they are living at the time the dispute occurs, since the domicile of the adult will determine what state’s court has jurisdiction over the matter. If a New Jersey court finds that the adult is domiciled in a state other than New Jersey, it will refuse to hear the case, instead deferring to the court of that person’s domicile.

Determining the domicile of an incapacitated adult is done by the courts on a case-by-case basis. New Jersey courts have found that a person who lacks the mental capacity to manage his or her own affairs can nonetheless be capable of deciding where they want to live, although their intention must be more than a “glimmering of rationality.” New Jersey cases often involve a dispute over whether the adult has the mental capacity to choose where they want to be domiciled, as one party will argue the adult is choosing to be domiciled with them in their home state while the opposing party will claim the adult is domiciled where the adult has resided in the past and the adult lacks the mental capacity to change such a decision. An adult guardianship case may then proceed in New Jersey only if the incapacitated adult is found to be domiciled in New Jersey.

While New Jersey law follows the domicile standard, other states have different laws determining the jurisdiction of adult guardianship cases. Many states have adopted the Uniform Adult Guardianship and Protective Proceedings Jurisdiction Act (UAGPPJA), which states that jurisdiction over adult guardianship cases is determined by a three-level priority system. The highest priority goes to courts in the “home state” of the incapacitated adult, which is defined as the state where the adult has been physically present for at least six months immediately before the proceeding. The second priority goes to a state which the adult has a “significant connection”, while third priority goes to “other jurisdictions”.

Since the “home state” standard differs from the “domicile” standard, a conflict can develop between courts in different states, with each court asserting jurisdiction over the matter. Because of these differing standards, it is imperative that parties act immediately when an adult guardianship dispute arises.  The doctrine of comity states that courts are generally to defer to other courts that have already acquired jurisdiction, so jurisdictional disputes are often settled by which party files the action in their state first. For this reason, acting as soon as possible in adult guardianship disputes is of the utmost importance.

The attorneys at Hanlon Niemann routinely handle adult contested guardianship cases.  If you have issues regarding an adult guardianship dispute, please contact Fredrick P. Niemann, Esq., an experienced NJ guardianship attorney.  He can be reached at 732-863-9900 or by email at fniemann@hnlawfirm.com.  He welcomes the opportunity to meet with you to address your matter.

Short Sales When Loans Exceed the Value of a Home

December 6th, 2011

By Fredrick P. Niemann, Esq. a New Jersey Foreclosure Law Attorney

Foreclosures are at record numbers.  The term short sale in a foreclosure proceeding is often used.  But what is a short sale?  This is a term which is being used with increasing frequency in today’s real estate market.

A short sale is when the proceeds from the sale of a home are not sufficient to fully pay off all outstanding debts which are secured by the property (mortgages) after first deducting the homeowner’s costs of selling the property.  In such instances, the selling homeowner can either bring funds to closing to make up the difference, or obtain approval from his mortgage holders to accept a reduced amount to satisfy his outstanding loans. 

Unless a homeowner is able to pay off all of the mortgages which are secured by his property, the homeowner will not be able to convey good title to a buyer.  If the homeowner is unable to obtain a sales price which enables him to pay off all loans and closing costs, and he does not have the funds to make up the difference, then he may want to try to obtain approval from his current lender(s) to accept an amount less than the full amount due on its mortgage.  For a lender, this may be acceptable to obtain repayment of a substantial amount of its loan and to avoid the costs and delay of foreclosing on the loan.  This will generally mean that the Seller will not receive any funds from the sale of his home.

In order to obtain such approval from a lender – which may or may not be granted – the homeowner needs to contact his lender(s) to determine what information they will need to make their decision.  This usually includes a financial statement of the homeowner, copy of a contract of sale, appraisal, and other pertinent documents.  Generally, a lender will not consider approving a short sale without a clear economic hardship on the part of the homeowner and an existing default or pending foreclosure.

Until recently, forgiveness of a debt under these circumstances could trigger a taxable event according to the IRS.  This means that if a lender forgave a part of the mortgage debt by accepting a reduced amount in full satisfaction of the loan, then the amount forgiven could be deemed taxable income to the homeowner.  This was so even though the homeowner received nothing from the sale.  However, in December 2007 Congress passed the Mortgage Forgiveness Debt Relief Act of 2007.  This Act amends the Internal Revenue Code to exclude from gross income amounts attributed to a discharge of indebtedness incurred to acquire a homeowner’s principle residence.  The amount of the debt forgiveness can be up to $2.0 million.  Thus, a homeowner is now able to sell his home for less than what is owed on it without incurring an additional tax liability.   This exemption for forgiven debt, however, is only temporary and expires within three years.

At Hanlon Niemann, our experienced real estate foreclosure and loan modification lawyers can fully explain the details and requirements of a “short sale” or if a short sale is not possible in your case, then protecting your rights during a foreclosure proceeding.

Contact me personally today to discuss your foreclosure matter.  I am easy to talk to, very approachable and can offer you practical, legal ways to handle your concerns.  You can reach me toll free at (855) 376-5291 or e-mail me at fniemann@hnlawfirm.com.