Case Law Summaries

Weil v. Express Container Corporation

CORPORATIONS; SHAREHOLDERS; OPPRESSION—New Jersey’s oppressed shareholder’s statute does not include a remedy for shareholders after the corporation is dissolved.

• Opinion Date: May 21, 2003
• Business Law

Hartnett v. Mastrorilli

CORPORATIONS; SHAREHOLDERS; DERIVATIVE ACTIONS—A court has considerable discretion in determining whether a settlement proposed by a corporation’s shareholders in a derivative action proceeding will fairly, reasonably, and adequately serve the best interests of the corporation and its shareholders.

• Opinion Date: September 29, 2003
• Business Law

Crouse v. Agorganic, Inc.

CORPORATIONS; SHAREHOLDERS—It is not necessary that a stock certificate be issued to vest a person with a stockholder’s rights and privileges since a person may be vested under a contract with an equitable right of ownership.

• Opinion Date: September 30, 2003
• Business Law

Reliable Envelope and Graphics, Inc. v. McHugh

CORPORATIONS; SHAREHOLDERS—A valuation provision in a shareholder’s agreement based upon the death of a shareholder will not be extended to cover the case of a shareholder who withdraws because of a permanent disability.

• Opinion Date: December 18, 2003
• Business Law

Triffin v. Jefferson Health Systems, Inc.

CORPORATIONS; SERVICE OF PROCESS—A corporation doing business in New Jersey may be served with process by sending the summons and complaint to the New Jersey Secretary of State and it need not be personally served in its home state.

• Opinion Date: June 25, 2003
• Business Law

Dhillon v. The Garden State Sikh Association, Inc.

CORPORATIONS; NON-PROFIT—A court may intervene in a religious corporation’s non-secular election disputes, but should not make itself the final arbiter of those disputes; instead, it should leave such matters to the membership, and if the members cannot agree, appoint a special master.

• Opinion Date: October 9, 2003
• Business Law

Slobodien v. Medical Inter-Insurance Exchange of New Jersey

CORPORATIONS; DIRECTORS; BENEFITS—Where a director’s fringe-style benefit is a mere gratuity, it may be terminated by the corporation at any time.

• Opinion Date: March 18, 2003
• Business Law

Seidman v. United National Bankcorp

CORPORATIONS; BY-LAWS—A corporation may change its by-laws to target and prevent certain individuals from being directors provided that its shareholders are not disenfranchised.

• Opinion Date: July 15, 2003
• Business Law

Discover Bank v. Shea

CONTRACTS; UNCONSCIONABILITY—A credit card issuer’s attempt to amend its credit card agreement to require arbitration by including such a change in a bill stuffer is unconscionable and contrary to public policy and such a change won’t be enforced in New Jersey.

• Opinion Date: July 2, 2003
• Business Law

BOC Group, Inc. v. Chevron Chemical Company, LLC

CONTRACTS; SUPPLY AGREEMENTS—Where a supply agreement provides that the customer’s sole remedy for failure of its supplier to fulfill the customer’s needs is to “cover” the shortage, the customer cannot instead choose to terminate the contract unless the specific facts involved show that such an exclusive remedy failed in its essential purpose.

• Opinion Date: April 3, 2003
• Business Law