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Kalmax, Inc. v. Jeryl Industrial Park, Inc.

A-6760-99T5 (N.J. Super. App. Div. 2001) (Unpublished)

ZONING; APPLICATIONS—Failure to identify all of the beneficial owners of an applicant-property owner simply prohibits the grant of land use approvals until the disclosure is made.

A commercial tenant in an industrial complex signed a lease containing several exculpatory provisions releasing its landlord from any liability to the tenant for damages sustained by the tenant resulting from, among other things, flooding, failure of the sewer systems, and carelessness, negligence or improper conduct of the landlord. The tenant’s space was destroyed by severe flooding, forcing the tenant into bankruptcy. The tenant sued the landlord for failure of the sewer system and the storm water collection system to function properly. The landlord argued that the exculpatory clauses in the lease absolved it from any liability to the tenant for the flood damage. The lower court agreed, and ruled in favor of the landlord. On appeal, the Appellate Division affirmed. In doing so, it found that the exculpatory clauses in this particular lease were clear and unambiguous, and that there was equal bargaining power between the landlord and tenant. Both landlord and tenant had been represented in the negotiations by attorneys. The court refused to rewrite the contract for the tenant when it had an attorney negotiate it, even where the exculpatory language was extremely broad and unfavorable to the tenant.

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