Category: 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

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

Crowley v. Maalouf

CONTRACTS; PERFORMANCE; PAYMENT—Even when a contract calls for payment by cash, if a buyer offers a check subject to clearance and agrees to wait until the check clears before taking delivery, it is the equivalent of offering cash.

• Opinion Date: April 14, 2003

CIT Communications Finance Corporation v. Lacher & Lovell-Taylor

CONTRACTS; LEASES; ASSIGNMENT—An assignment does not work a novation and payments to a seller or lessor under an assigned contract should not be held hostage to a dispute between the assignor and its assignee.

• Opinion Date: February 27, 2003

Schweizer v. Stepan Chemical Company

CONTRACTS; INTERPRETATION—While determining the construction of a contract is a matter of law, when a contract is ambiguous or parol evidence is needed to understand the agreement, it is up to a jury to determine what agreement was reached.

• Opinion Date: January 31, 2003

Shore Career Consulting, Inc. v. Hobart West Group

CONTRACTS; INTERPRETATION—Where a contract is ambiguous about whether a party can act unilaterally in a way that would deprive the other party of compensation, a court will interpret the contract consistent with an understanding that payment was intended.

• Opinion Date: February 4, 2003

Azurak v. Corporate Property Investors

CONTRACTS; INDEMNIFICATION—The distinction between “broad” and “limited” indemnification clauses is no longer relevant; now, to indemnify against an indemnitee’s own negligence, the clause must specifically reference the negligence or fault of the indemnitee.

• Opinion Date: January 23, 2003

D.J. Miller & Associates, Inc. v. State of New Jersey

CONTRACTS; GOVERNMENTS; REMEDIES—A state agency cannot limit a contractor’s remedy for claims relating to final Director’s decisions to an action before the Appellate Division because it is contrary to court rules and only the New Jersey Supreme Court has the authority to allocate jurisdiction.

• Opinion Date: December 23, 2002

Gorca Systems, Inc. v. Bayer Corporation

CONTRACTS; GOOD FAITH; FAIR DEALING—There is no dichotomy between the principles of good faith or of fair dealing because they are either inextricably bound together or intended to express essentially the same kind of duty.

• Opinion Date: March 12, 2003

Judge v. Blackfin Yacht Corporation

CONTRACTS; FRAUD—It wasn’t fraud when a boat dealer didn’t tell its customer that the boat manufacturer was in bankruptcy because there was no evidence that the manufacturer couldn’t build the customer’s boat.

• Opinion Date: February 13, 2003