Category: Business Law

Diane Fink Management Co. v. Rios

CONTRACTS; SAVINGS CLAUSES—A savings clause in a contract protects against the invalidation of the contract when a subsequent amendment turns out to be invalid.

• Opinion Date: October 29, 2001

Pallante v. Vargish

CONTRACTS; REPRESENTATIONS—A commercial buyer’s abject failure to try to verify the factual underpinnings of a seller’s statements of value cannot form the basis for a finding of fraud or negligent misrepresentation.

• Opinion Date: February 1, 2001

Palm Bay Imports v. Miron

CONTRACTS; RENEWAL—A party to a contract is not entitled to seek renewal of the contract without competition from rivals.

• Opinion Date: November 7, 2001

Silvestri v. Optus Software, Inc.

CONTRACTS; PERSONAL SATISFACTION—With respect to personal satisfaction contracts relating to such matters as operative fitness, utility or marketability and susceptible to objective standards, the New Jersey rule is that the promisor must have a reasonable basis for its dissatisfaction with the promisee’s performance.

• Opinion Date: December 18, 2001

Spa Time, Inc. v. Bally Total Fitness Corporation

CONTRACTS; PERPETUAL DURATION—A contract for perpetual duration is disfavored in the law; therefore it is treated as one where the parties have continued to perform after its expiration and is terminable at will.

• Opinion Date: February 16, 2001

Pak v. Han

CONTRACTS; PAROL EVIDENCE—In a contract for the sale of a business, a factor as important as gross revenue can be objectively measured and therefore it is not reasonable, as a matter of law, for a buyer to claim reliance on an oral representation from the seller as to the gross revenue previously generated by the business being sold.

• Opinion Date: August 3, 2001

Northern Graphics, Inc. v. Cendant Corp.

CONTRACTS; INTERPRETATION—The use of “a source of supply” contrasted with “the source of supply” is indicative that the parties did not intend to enter into an exclusive supply agreement.

• Opinion Date: April 12, 2001

Schweizer v. Stepan Chemical Company

CONTRACTS; INTERPRETATION—Although the formation and construction of a written contract are usually legal questions for the court, if there is uncertainty, ambiguity or the need for extrinsic evidence in aid of interpretation, then the areas of doubt should be left to a jury.

• Opinion Date: April 4, 2001

The Tarquini Organization, P.A. v. The Haddonfield Board of Education

CONTRACTS; INTERPRETATION—Where the terms of a contract are not clear, the intention of the parties must be determined by the language used, taken as an entirety, as well as the situation of the parties, the attendant circumstances, and the object the parties were seeking to attain.

• Opinion Date: January 23, 2001

Weinglass v. Reitman

CONTRACTS; INTERPRETATION—Where a contract provision is ambiguous, the parties should have an opportunity to present all of the evidence surrounding its formation and a court should consider the relationship of the parties, the attendant circumstances, and the object the parties were seeking to attain.

• Opinion Date: January 4, 2001