Category: Business Law

Asch Webhosting, Inc. v. Adelphia Business Solutions Investment, LLC

CONTRACTS; EXCULPATION — Exculpatory clauses in private contracts are generally sustained so long as they do not adversely affect the public interest, if the exculpated party is not otherwise under a legal duty to perform, and the contract does not grow out of unequal bargaining power or be otherwise unconscionable.

• Opinion Date: January 25, 2010

Triffin v. Automatic Data Processing, Inc.

FRAUD — Just because one party may not be liable to the other on the grounds of fraud because the second party may not have relied on the statements of the first party, this does not mean that if the statements are made in court, the party making the statements might not be liable for a “fraud upon the court.”

• Opinion Date: January 11, 2010

Brock Farms, Inc. v. Marrazzo

CORPORATIONS; SHAREHOLDERS; PERSONAL LIABILITY — When a contract states that one party is an individual trading as a company, but there is no sign that the company is a corporation, and no subsequent documents delivered to the other party indicate that the company is a corporation, the individual trading as such a company may be personally liable for the debts incurred in connection with the contract.

• Opinion Date: January 13, 2010

Stryker Spine v. Surgical Orthomedics, Inc.

NON-COMPETITION; INJUNCTIONS — Where a party violates a non-competition agreement, but the protected party allows a long period of competitive conduct before suing, the otherwise protected party may lose the right to obtain injunctive relief while retaining the right to seek damages.

• Opinion Date: October 19, 2009

Estate of Cohen v. Booth Computers

PARTNERSHIPS; BUY-SELL — A partnership agreement need not use any commonly understood meaning for the term “net worth” and can give that term the meaning that the partners choose to use and, unless a court’s conscience has been shocked, a court will not write a fairer buy-out provision for the partners.

• Opinion Date: August 4, 2009

Godfrey v. Martin

ARBITRATION; UNIFORM ARBITRATION ACT — New Jersey’s version of the Uniform Arbitration Act mandates that a court grant a stay of arbitration rather than a dismissal in a judicial proceeding.

• Opinion Date: December 17, 2009

IDT Telecom, Inc. v. CVT Prepaid Solutions, Inc.

CONSUMER FRAUD ACT —Competitors do not have standing to assert claims under the New Jersey Consumer Fraud Act because they are not consumers as defined by the Act, and only consumers have standing to sue under the Act.

• Opinion Date: December 28, 2009

Weissglass v. Deloitte & Touche USA LLP

ACCOUNTANTS; LIABILITY; STATUTE OF LIMITATIONS — The statute of limitations accrues on claims of accounting malpractice in contested federal tax proceedings when the Commissioner of the Internal Revenue Service issues a deficiency notice, and not the earlier date when an examination has begun.

• Opinion Date: December 15, 2009

Jermax, Inc. v. Baosteel America, Inc.

CONTRACTS; UCC — Even though a buyer’s offer expressly states that the buyer will not accept additional or different terms from the seller, if the buyer subsequently signs a contract, then the clear and unambiguous provisions of that signed contract are enforceable notwithstanding that the offer said that additional terms would not be part of the final agreement.

• Opinion Date: December 4, 2009

Hurwitz v. Hecker

ATTORNEYS; COLLECTION; FDCPA — Even though a collection letter properly contains the FDCPA requirement for a “thirty-day notice” provision, that requirement will not be met if the notice is overshadowed or contradicted by accompanying messages or notices from the debt collector, including from an attorney.

• Opinion Date: November 30, 2009