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COMMON FACTORS ASSOCIATED WITH NJ PARTNERSHIP LITIGATION

Friday, March 30th, 2012

By Fredrick P. Niemann, Esq. a New Jersey Partnership attorney

Anyone who enters a business partnership wishes the best for the partnership and hopes they will never need to request the expertise of an NJ Partnership Litigation Lawyer. However there are inevitable circumstances which force an individual to choose and hire the services of an NJ Partnership Litigation Attorney and below is a list of the most common reason behind these events.

Division of Assets and Division of Profits
This often happens when one of the partners decides to leave the company without the consent of the other party. If the other party refuses to acknowledge the decision of the latter then the only option left to resolve this issue is through the mediation of an NJ Partnership Litigation Lawyer. His task could be a little bit easier if only the written agreement between the partners involved specifies of what to do in case these kinds of events arise. Otherwise, it will be the duty of the NJ Partnership Litigation Attorney to go ahead and devise a plan which will easily remedy this situation.
 
Misappropriated Funds
This is one of the worst cases filed against you by your partner. More often than not, it requires the assistance of a knowledgeable NJ Partnership Litigation Attorney because it entails defending your name from being maliciously maligned. On the other side, it requires good set of evidences that will strengthen your claim against the other. In any case, finding the best NJ Partnership Litigation Lawyer will definitely be your primary concern.

Preventing and then resolving legal issues like this can be accomplished by drafting a well detailed partnership agreement. Hire the assistance of a NJ Partnership Litigation Lawyer who can scrutinize all the details of your agreement to avoid further hassles in the future.
Contact me personally today to discuss your partnership 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.

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Employees May Be In Violation of the Fiduciary Duty of Loyalty If They Form a Competing Business While Employed By Your Corporation

Friday, March 30th, 2012

By Fredrick P. Niemann, Esq., a NJ Covenant Not to Compete Attorney

 
Due to their high-level positions within the corporation, management-level employees and officers of NJ corporations are held to a higher standard than the typical employees within the company. These managers and officers owe what is called a “fiduciary duty of care and loyalty” to the corporation and all the employees within it. A fiduciary duty of care refers to handling business matters responsibly on behalf of the corporation while the fiduciary duty of loyalty mandates that the manager/officer remain loyal to the company and its employees in every aspect. These fiduciary duties accompany all high-level positions within NJ corporations, regardless of whether or not the individuals sign a covenant not-to-compete.

A recent NJ Court case involved a situation where a vice president of a corporation, while still employed with the business, formed a separate business that was in direct competition for the same customer base. He then formed another separate business that sold equipment to the corporation that he was vice president of. The plaintiffs brought suit against him for unfair competition and breach of the fiduciary duty of loyalty.

The court, reviewing the fiduciary duty of loyalty, stated, “A hallmark of a fiduciary relationship is one party’s placement of trust and confidence in another.” The court noted that the fiduciary duty is based on a relationship where one party, the employee, is dependent on the other party, the high-level management, to use proper care and judgment. By competing directly with the corporation, the vice president was thus looking out for his own self-interests as opposed to the employees whom he owed a fiduciary duty to, thus making him in breach of his fiduciary duty of loyalty. This duty of loyalty attaches to all high-level employees, regardless of whether or not they have signed a covenant not-to-compete.

Contact me personally to discuss your NJ Covenant not-to-compete 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 email me at fniemann@hnlawfirm.com.

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CONTRACTS CAN DICTATE JURISDICTION OVER DISPUTES

Friday, March 23rd, 2012

By Fredrick P. Niemann, Esq., a NJ Contracts Attorney

As you are aware, contracts are legally binding documents. Once signed, they indicate an agreement between the two parties to all of the language contained in the contract.  When disputes arise, NJ Courts will look to the contract between the parties as the first and typically most important indicator of how the dispute should be resolved.
 

A recent NJ Court case involved a dispute over payments for the lease of a photocopy machine. After the defendant defaulted on the lease payments, the plaintiff brought a claim to retrieve the payments owed. Initially, there was a dispute over whether the NJ Courts had personal jurisdiction over the issue. The NJ Trial Court granted the defendant’s motion to dismiss for lack of jurisdiction. However, the plaintiff appealed to the NJ Appellate Court, which reversed the dismissal. In holding that the NJ Courts did in fact have jurisdiction, the Court cited the contract between the parties. The contract contained a jurisdiction provision, which stated that New Jersey had non-exclusive jurisdiction over the defendant in event of a default of payment. Since the parties had agreed in the contract that NJ Courts would have jurisdiction if the defendant defaulted, the NJ Courts had jurisdiction regardless of the fact that they may have lacked jurisdiction otherwise.
Contact me personally to discuss your NJ Contract 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 email me at fniemann@hnlawfirm.com.

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PARTNERS BREACHED FIDUCIARY DUTY OF CARE & LOYALTY UNDER, PARTNERSHIP AGREEMENT AFTER GRANTING FAVORABLE REAL ESTATE DEALS TO CORPORATIONS THEY HAD INTERESTS IN

Friday, March 23rd, 2012

By Fredrick P. Niemann, Esq. a NJ Partnership Attorney

 
In a recent NJ Court Case, one partner brought suit against the two other partners in his NJ Partnership for breach of fiduciary duty of care and loyalty and for breach of the partnership agreement signed by the three parties. The partnership was involved in the real estate business, with the plaintiff having an inactive role and the two defendants controlling the businesses’ operations. The inactive partner brought suit after noticing that the active partners were charging below-market rent to two specific entities that they had an interest in, along with paying the entities excessive fees for management services they allegedly gave the partnership.
The NJ Court ruled for the plaintiff, finding the defendants liable. Despite the fact that the plaintiff was inactive, the actions by the active partners were in violation of both the fiduciary duties he was owed and the partnership agreement signed by the parties. The fiduciary duties of care and loyalty are bestowed upon all partners in partnerships, regardless if they are stated in a contract or not. Here, the fact that the partnership agreement prohibited such acts that were adverse to the interests of the partnership and plaintiff himself only added an additional breach of contract claim that the defendants were liable for.
Contact me personally to discuss your NJ Partnership 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 email me at fniemann@hnlawfirm.com.

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COURT UPHOLDS ARBITRATION CLAUSE IN SHAREHOLDER AGREEMENT, REQUIRES ARBITRATION BEFORE LITIGATION

Friday, March 16th, 2012

By Fredrick P. Niemann, Esq. a NJ Arbitration Attorney

 
Many NJ Shareholders prefer arbitration to litigation should any dispute arise among them and there fellow shareholders. Among other advantages, arbitration is typically cheaper and arbitrators are not bound by law, instead applying equitable principles that usually favor the party that is morally right in the dispute, regardless of what the law says. Properly crafted NJ Shareholders’ Agreements place this preference for arbitration in writing. Placing an arbitration clause in your shareholders’ agreement ensures the shareholders’ that arbitration will always be the forum in which disputes between the shareholders are resolved. Since the shareholders’ agreement binds all of the shareholders within the corporation, any dispute covered by the arbitration clause MUST be heard at arbitration, as opposed to in NJ Courts. NJ Courts will uphold these clauses and refuse to hear cases involving disputes that are covered within arbitration clauses of shareholders’ agreements.
 
In a recent NJ Court Case, a dispute came before the court involving two shareholders within a dental practice. One shareholder claimed the other had made him an oppressed shareholder, a violation of New Jersey’s Oppressed Shareholder Statute. The defendant, in addition to denying the allegations, claimed that pursuant to the shareholders’ agreement between the parties, the dispute should be resolved in arbitration, rather than by the NJ Courts. The Courts agreed, denying the plaintiff’s claim that the violation was not subject to the arbitration clause in the agreement and dismissing the case.

Contact me personally to discuss your NJ Arbitration 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 email me at fniemann@hnlawfirm.com.

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NJ COURTS WILL HONOR ARBITRATION CLAUSES IN SHAREHOLDERS’ AGREEMENTS

Friday, March 16th, 2012

By Fredrick P. Niemann, Esq., a NJ Shareholders Attorney
Shareholders’ agreements in New Jersey are one of the most important documents a NJ shareholder will enter into throughout their time with the corporation. These agreements essentially create the corporation, establishing rules, guidelines, profit-sharing arrangements, and dispute settlement, among many other agreements between the shareholders. Within the dispute settlement context, many NJ Shareholders tend to prefer arbitration over litigation, due to the typically cheaper cost, less-complex procedures, and overall fairer results. New Jersey Courts recognize arbitration clauses in shareholders’ agreements as valid contractual agreements between the parties, meaning if a dispute with a fellow shareholder is of the type covered in your shareholders’ agreement, the NJ Court will dismiss your case and order it to be settled in arbitration.

The NJ Courts recently heard one such example of a shareholder dispute. One shareholder of a corporation was alleging a violation of the NJ Oppressed Shareholder Statute by a fellow shareholder. He filed his claim in NJ Court. The defendant/accused shareholder, in addition to denying committing the actions alleged, claimed that the NJ Court should dismiss the case due to the arbitration clause in the shareholders’ agreement. The NJ Court agreed with the defendant, finding that the arbitration clause did indeed dictate that such disputes were required to be settled in arbitration, not through litigation. The case was dismissed and the Judge ordered the dispute to be settled by an arbitrator.

Contact me personally to discuss your NJ Shareholders 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 email me at fniemann@hnlawfirm.com.

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HOW TO FIND THE RIGHT NJ PARTNERSHIP LITIGATION ATTORNEY FOR YOU

Friday, March 9th, 2012

By Fredrick P. Niemann, Esq. a New Jersey Partnership Litigation Attorney

Someone has filed a legal case against you and you are now in search for the right NJ Partnership Litigation Attorney who will be of assistance to you. Where do you begin your search? How will you find your New Jersey attorney for this purpose?

Recommendation of Friends in the Industry
Rely on the information that your friends will provide. They may have encountered similar problems in the past which brought them to find a NJ Partnership Litigation Attorney for their needs. Make sure you solicit their advice and recommendations so you will soon meet the perfect New Jersey lawyer for this purpose.

Inquire with New Jersey State Bar Associations
You don’t wish to end up with a fake New Jersey lawyer who is simply pretending to be an expert in this field. Go ahead and look at the list of New Jersey attorney in the list of state bar associations. In this manner you can easily find the perfect NJ Partnership Litigation Attorney who can provide you legal assistance.

Set a Meeting with a New Jersey Lawyer
Once you have narrowed down your choice of a New Jersey Attorney, request for a personal meeting with them. This is vital so you can further evaluate their communication and social skills. You would definitely wish to have an NJ Partnership Litigation lawyer that scores excellently in both aspects so you can have a more peaceful sleep even while the partnership litigation is on-going.

Follow these simple and easy recommendations and you will soon find the perfect NJ Partnership Litigation lawyer which will provide you the best defense.

Contact me personally today to discuss your partnership 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.

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PARTY PROHIBITED FROM BRINGING BREACH OF CONTRACT CLAIM WHEN THEY THEMSELVES ARE IN BREACH

Friday, March 9th, 2012

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

 
A New Jersey Court recently dismissed a breach of contract claim against a defendant because the Court found that the plaintiff was also in breach of the contract. The case involved a construction dispute in which the plaintiff and defendant signed a contract requiring the defendant to repair plaintiff’s apartment building and the plaintiff to pay $150,000 in five installments, with each installment being paid at a different stage of the construction. Unfortunately, as often happens with construction, things didn’t go as planned.

The defendant did not complete the construction stages as agreed upon in the contract. The plaintiff failed to follow the payment schedule as dictated in the contract as well. This meant that both parties were in breach of the contract. When the plaintiff filed suit against the defendant for breach, the Court dismissed the case. The Court said the plaintiff, as well as the defendant in its counterclaim, failed to sustain their burden of proof in showing breach, since they both were in breach of the contract. A party who violates the agreement is not entitled to then sue the other party for doing the same.

Contact me personally to discuss your NJ Contracts 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 email me at fniemann@hnlawfirm.com.

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NJ Court Allows Piercing the Corporate Veil in Consumer Fraud Context

Friday, March 2nd, 2012

By Fredrick P. Niemann, Esq., a NJ Consumer Fraud Attorney

 
In a recent case involving allegations of a violation of the Consumer Fraud Act, the NJ Courts allowed a plaintiff to “pierce the corporate veil” of the defendant. The piercing of the corporate veil is a valuable tool used by plaintiffs against corporations. It allows the plaintiff to not only seek damages from the corporation itself, but also from the owners of the corporation. This technique can only be used in certain circumstances in which the plaintiff is able to show that defendant and the corporate entity had no separate existence and the corporation itself was created merely as a sham to shield the defendant from liability. NJ Courts have allowed this technique in order to prevent individuals from creating corporations with insufficient funds and hiding behind them when they are responsible for injuries to a plaintiff.

The recent case involved a home improvement contract dispute between the homeowner and contractor. After the NJ Trial Court found only the corporation liable for a violation for the Consumer Fraud Act, the NJ Appellate Court reversed this decision, finding both the corporation and the individual owner of the corporation liable for violations of the Consumer Fraud Act, as well as violations for breach of contract. The owner of the corporation was unable to claim a defense that he himself should not be liable and only the corporation should, because he and the corporation had no separate existence.

Contact me personally to discuss your NJ Consumer Fraud 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 email me at fniemann@hnlawfirm.com.

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New Jersey Court Allows Plaintiff to Pierce Corporate Veil in Breach of Contract Case

Friday, March 2nd, 2012

By Fredrick P. Niemann, Esq., a NJ Contracts Attorney

“Piercing the corporate veil” can be a valuable tool for plaintiffs in breach of contract cases. Piercing the corporate veil allows a plaintiff to recover from not only a corporation as an entity, but from the principal individuals of the corporation as well. This extremely powerful weapon for plaintiffs is limited, however, to situations where the principal of a corporation fails to create a separate existence with the corporation. The law is in place to protect plaintiffs from individuals who create under-funded corporations for the sole purpose of hiding behind them in times of liability. NJ Courts will not allow sham corporations and will allow plaintiffs to pierce the corporate veil in these situations, holding the owners of the corporations directly liable.

In a recent New Jersey case, a plaintiff alleged breach of contract on the part of the defendant, a home improvement corporation, and attempted to pierce the corporate veil and recover from the owner of the corporation individually. The NJ Trial Court denied the request, stating the plaintiff could only recover from the corporation itself, but the NJ Appellate Court reversed, holding that the corporation and the individual had no separate existence and therefore the plaintiff was entitled to pierce the corporate veil and recover from the owner of the corporation directly. Since the Court found the corporation not to be a separate entity, the individual defendant was held liable for the breach of contract, despite his claim that the corporation committed the breach of contract and not him individually.

Contact me personally to discuss your NJ Contracts 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 email me at fniemann@hnlawfirm.com.

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