Category: Business Law

Gordon v. Slobodien

CORPORATIONS; CERTIFICATE OF INCORPORATION —Where a certificate of incorporation allows a corporation to redeem an entire class of stock and specifies the use of book value, a corporation may do so at its option without that forced redemption alone being deemed oppression, even if the redeemed shareholder has a different subjective expectation.

• Opinion Date: June 4, 2002

Linkage Group, Inc. v. Chenco, Inc.

CORPORATIONS; REVOCATION — An unqualified foreign corporation ordinarily cannot use New Jersey courts to sue another party, but a court can grant a judgment in favor of such a foreign corporation conditioned upon its subsequent registration.

• Opinion Date: January 25, 2002

Ewing v. Tondo

CORPORATION; PERSONAL LIABILITY –- Merely paying rent by use of corporate checks may not be sufficient to show that the obligee was a corporation and not the individual with whom the creditor dealt.

• Opinion Date: July 19, 2002

The Trust Company of New Jersey v. Bejdough

CONTRACTS; WAIVER — Where there are absolutely no facts to sustain a claim that a party has made an extraordinary decision to waive a contract right, other than claiming party’s testimony the claimant cannot sustain a dismissal by summary judgment.

• Opinion Date: September 17, 2002

Flores v. Board of Review, Department of Labor

UNEMPLOYMENT— An employee’s confrontational statements to a customer may constitute misconduct which can be the basis for denial of unemployment benefits.

• Opinion Date: January 3, 2002

Kanefsky v. Trex Company, Inc.

UCC; WARRANTIES— A warranty that limits itself to replacement of a product fails of its essential purpose if the product itself is inherently defective; therefore, a consumer is not limited to that “exclusive” remedy under the UCC.

• Opinion Date: March 15, 2002

Richardson v. Union Carbide Industrial Gases, Inc.

UCC; INTERPRETATION— For the sale of goods, where a supplier’s proposal and a customer’s purchase order have conflicting terms, those conflicting terms fall out and are replaced by the suitable UCC gap-filler provisions.

• Opinion Date: February 11, 2002

Merrill Lynch Pierce Fenner & Smith Incorporated v. Nora-Johnson

TRUSTEES—The default rule is that where there are co-trustees they must act unanimously, but there are circumstances, mostly to protect the trust assets or the beneficiary, where a co-trustee may act alone.

• Opinion Date: May 23, 2002

A. R. James & Company, Ltd. v. Township of North Bergen

PUBLIC BIDDING; WAIVABLE DEFECTS— Where a bidder is required by the terms of the bid request to possess a particular permit, the issuance of which is merely ministerial, failure to have that permit when the bids are opened is a waivable bid defect.

• Opinion Date: October 16, 2002

In the Matter of the Protest of Award of the NJ Turnpike Auth. Contract R-1375C-HVAC to Sunnyfield

PUBLIC BIDDING— Failure to comply with a bid requirement that the bidder demonstrate it has a worker training program is a material, non-waivable irregularity.

• Opinion Date: April 26, 2002