Hanlon Niemann Blog | A Freehold, New Jersey Law Firm

By Fredrick P. Niemann, Esq., a NJ Shareholders Attorney

When a minority shareholder feels as though their corporation is not operating in a manner that they are satisfied with, they often seek to be bought out. When the majority shareholder refuses to buy them out and operates the business in a manner that personally benefits themselves at the expense of the minority shareholders, this is a form of Minority Shareholder Oppression, a violation of New Jersey law. The NJ Supreme Court has said that when dealing with the Oppressed Minority Shareholder Statute, a 50% shareholder can be considered a “minority” shareholder, meaning they are entitled to bring a case to court alleging a violation of the statute.
When a minority shareholder brings such an action, the NJ Courts will need to determine how much your shares are worth. In doing so, the courts will apply a “minority” and “marketability” discount to your shares in determining how much they are worth. In addition, New Jersey law provides that you will be given the “Fair Value” of your shares, determined by a valuation expert’s testimony. This is different from the “Fair Market Value”, the amount you might think your shares are worth on the open market.
One key factor that will affect the value of your shares is the valuation date. Under NJ law, this date is the date of the filing of your lawsuit or any earlier/later date the court may deem equitable. The court has complete discretion to decide the date and determine the value of your shares. As one can imagine, this value can fluctuate depending on when your lawsuit is filed and when the court decides to place a value on your shares.
Contact me personally to discuss your NJ Shareholder matter. I am easy to talk to, very approachable and can offer you practical, legal ways to handle your concerns. You can reach me toll free at (855) 376-5291 or email me at fniemann@hnlawfirm.com.

By Fredrick P. Niemann, Esq., a NJ Contracts Attorney

As you are probably aware, contracts are legally binding documents. The parties that sign the agreement promise to abide by the terms contained within, otherwise they can be sued for breach of contract. Breach of contract claims are not as simple as they sound, however. Complex issues often arise, including whether or not certain documents are considered a “contract” and what exactly is contracted for in the agreement, issues that arose in a recent NJ Court Case.

The case involved an individual attempting to purchase a car from an automobile dealership. In a signed document, the dealer agreed to place an order for the vehicle, which it did, but the plaintiff never received the car he wanted. The plaintiff brought suit, alleging breach of contract by the dealership. The NJ Court ruled for the dealership, finding that no binding contract to deliver the vehicle was signed by the parties. The only document signed by the parties was an order form for the vehicle. While this may have been a contract between the parties, the dealership promised only to order the vehicle for the plaintiff, a promise it fulfilled. The order form lacked several essential terms that are included in a contract for an automobile purchase, including the VIN number for the car and an odometer reading, among others. Therefore, the order form was not a contract to deliver the car to the plaintiff, but only to order it from the manufacturer. Since the dealership ordered the vehicle, its only obligation under the document, the plaintiff’s breach of contract claim failed.
Contact me personally to discuss your NJ Contract matter. I am easy to talk to, very approachable and can offer you practical, legal ways to handle your concerns. You can reach me toll free at (855) 376-5291 or email me at fniemann@hnlawfirm.com.

By Fredrick P. Niemann, Esq. a NJ Contracts Attorney

In the Jewish religion, as some are probably aware, in order for a woman to remarry within the faith she must be granted a ““get”” by her former husband. The “get” is purely up to the consent of the husband. He has the right to give the ex-wife the “get” if he so chooses, but cannot be compelled to do so by anyone, including the NJ Courts.

The NJ Appellate Court recently heard a case dealing with this situation. The Trial Court had ordered the defendant to grant his ex-wife the “get”, but the defendant appealed the decision, moving the case to the NJ Appellate Court. The Appellate Court reversed the decision, stating the Trial Court had no right to order the man to grant his wife the “get”. The Appellate Court said this clearly violated the separation of church and state. The Appellate Court elaborated, stating that if the man were obligated by some sort of contractual agreement with his ex-wife to grant the “get”, then the NJ Courts would have the right to order such, but absent any contract between the parties, the state courts could not interfere. Despite the fact that a rabbinical court had previously issued a consent order stating that the wife would be required to pay for the “get”, the rabbinical court did not go as far as to order the husband to grant it, a noteworthy distinction said the NJ Courts.

Contact me personally to discuss your NJ Contracts matter. I am easy to talk to, very approachable and can offer you practical, legal ways to handle your concerns. You can reach me toll free at (855) 376-5291 or email me at fniemann@hnlawfirm.com.

By Fredrick P. Niemann, Esq., a NJ LLC Attorney
As a member of a New Jersey LLC, placing an arbitration clause in your NJ Operating agreement can be important to ensuring your disputes will be decided in a fair, cost-effective, and time-efficient manner. These clauses dictate that disputes among LLC members must be settled in arbitration, as opposed to any other forum. The shareholders’ agreement is a binding contract signed by all of the members in your LLC, meaning that all of its provisions must be honored throughout the length of the agreement. Simply put, if any dispute arises among the LLC members that are covered within the arbitration clause, it must be settled in arbitration. The NJ Courts will uphold this provision and will refuse to hear any dispute that is required to be settled via arbitration.

An example of the NJ Courts upholding such a provision was shown in a recent New Jersey Court case. One member of a NJ LLC was suing another, claiming he was an oppressed victim. The defendant not only denied violating the LLC statutes, but also claimed the dispute was required to be settled in arbitration, as opposed to the NJ Courts. The Court agreed with the defendant, finding that since the Operating agreement had an arbitration clause, the Courts would not hear the dispute. The dispute must be decided in arbitration, the Judge said, since the parties were bound by the terms in the Operating agreement.
Contact me personally to discuss your NJ LLC matter. I am easy to talk to, very approachable and can offer you practical, legal ways to handle your concerns. You can reach me toll free at (855) 376-5291 or email me at fniemann@hnlawfirm.com.

By Fredrick P. Niemann, Esq., a NJ Business Attorney
Following the lead of many other states and modeling after the Federal government’s Uniform Trade Secrets Act, Governor Christie signed into New Jersey law the Trade Secrets Act last week. This new statute provides remedies to rightful owners of trade secrets that have their trade secrets misappropriated. The law states that these rightful owners may now bring action in NJ Civil Court and if victorious, may be entitled to certain remedies, including damages for actual loss and unjust enrichment, injunctive relief for threatened or actual misappropriation, punitive damages for certain willful and malicious misappropriation acts, and attorney’s fees in cases of certain willful and malicious misappropriation acts.

If you are confused as to whether or not your information that was stolen or misused is considered a trade secret, you are not alone. Trade secrets are known as formulas, designs, plans, processes, or other types of information that have economic value from not being readily available or ascertainable by other businesses and are the subject of your reasonable efforts to maintain its secrecy. If one is looking for a basic example, think of the formula for coca-cola. If you are unsure as to whether your information constitutes a trade secret, but believe this information was misappropriated, it is important to contact a knowledgeable NJ Business ? attorney immediately, to ensure the statute of limitations does not run on your civil action under the NJ Trade Secrets Act.

Contact me personally to discuss your NJ Trade Secret matter. I am easy to talk to, very approachable and can offer you practical, legal ways to handle your concerns. You can reach me toll free at (855) 376-5291 or email me at fniemann@hnlawfirm.com.

By Fredrick P. Niemann, Esq. a New Jersey Employment Contract Lawyer

An understanding and knowledge of contract law is an important duty of any NJ Employment Contract Dispute Lawyer. Nevertheless, it is still best if you equip yourself with the basic knowledge pertaining to NJ employment contract dispute because only in this manner can you safeguard yourself and your family’s future against possible irregularities done against you by your employer. Remember that the law excuses no one yet understanding of it can protect you from potential harm and damages in the future!

Employment Contract Dispute Defined
NJ employment contract dispute lawyer defines it as allegations filed by one against the other in reference to a possible breach in the oral or written contract between two parties.

The Principle of Good Faith and Fair Dealing
This is one of the most common areas dealt with by NJ employment contract dispute lawyer whenever they are faced with breach of contract allegations. This implies acting honestly towards the other in full sight of the benefits one will gain and the services one ought to provide to the other party. Contracts should never be implemented if it signals a possibility of destroying the image or physically injuring another. Any violation of this matter seen in the formulation of the contract can be used as a possible ground for positive breach of contract.

The Appropriate Response Offered by NJ Contract Lawyer
Any contract presented to you by the employer should always be evaluated through an NJ contract lawyer, who is experienced in this field. It is hard to challenge the contents of a signed contract so it is best that you request the analysis of someone more knowledgeable than you in this aspect. If there is anything unclear about the stated duties, responsibilities, and benefits one should receive; then feel free to inquire about it with your NJ employment contract dispute lawyer rather than worry about it in the future.

Contact me personally today to discuss your Employee Contract matter.  I am easy to talk to, very approachable and can offer you practical, legal ways to handle your concerns.  You can reach me toll free at (855) 376-5291 or e-mail me at fniemann@hnlawfirm.com.

By Fredrick P. Niemann, Esq., a NJ Contracts Attorney

 A large number of employers and employees throughout New Jersey are having signed an employment contract. Unfortunately, employees often do not read the contracts before they sign them, seeing it as too complicated or simply because they are too lazy. What many of these employees do not realize is that the language of the contract will bind both them and their employer once both parties have signed it. This makes it crucial that one reads and understands their employment contract prior to signing it. An employee cannot claim a defense based on the fact that they did not read the contract despite the fact that they signed it. Your signature, unless fraudulently obtained, indicates that you agree to the terms of the contract and will abide by it.

 NJ Contract law dictates that all signed contracts will bind both of the parties to the language included in the contract. This means that all employers and employees, once they sign the employment contract, must abide by the terms included in it or they will be considered in breach of the contract. If a dispute arises between an employer and employee, the first thing the Courts will look to is the employment contract signed by the parties. 

 One recent employment dispute arose between a doctor seeking to leave her practice and the partners she worked with in this practice in order to set up her own office. As is often the case, the parties disagreed about how much the departing doctor would be paid for her percentage of ownership in the practice and what remaining doctors would be purchasing her ownership percentage. The Courts refused to take any factors into consideration other than the employment contract between the parties. The contract states the price to be paid to the departing doctor and who would pay it in exchange for her ownership percentage in the practice. This is a typical example of why it is imperative that you read and understand the employment contract you are signing. 

 Contact me personally to discuss your NJ Contracts matter. I am easy to talk to, very approachable and can offer you practical, legal ways to handle your concerns. You can reach me toll free at (855) 376-5291 or email me at fniemann@hnlawfirm.com.

By Fredrick P. Niemann, Esq., a NJ Consumer Fraud Attorney

 
The Consumer Fraud Act (CFA) provides protection for many NJ consumers when dealing with the sales of real estate and merchandise. The Act provides broad protections for both individuals and corporations involved in these two types of sales, allowing them to bring claims against fraud perpetrators when other types of claims may fail. However, it is important to note that the Consumer Fraud Act, while covering a large number of consumer contracts, does not cover every single contract entered into by corporations.

New Jersey Courts were recently called upon to determine whether or not the Consumer Fraud Act applied to a complex installation of a computer software system. The case involved a corporation seeking to upgrade its computer system and the company it chose to do the upgrades. The defendant claimed that the case did not fall under the CFA because the installation was “not available to the public” and therefore did not qualify as the “sale of merchandise”, a requirement for the CFA to be applicable.

The NJ Court agreed with the defendant, citing numerous factors in determining that although the defendant may offer some services to the public, this particular transaction was not one that was offered to the public and therefore the CFA did not apply. The Court noted that the transaction was not a simple sale of software to the general public, but rather was an individualized installation that the plaintiff had sought through various proposals by different computer companies. After the plaintiff had received the defendant’s proposal, there were over two years of evaluations done by the defendant and the contract between the parties used such evaluations to determine a custom-built system specified specifically for the defendant. The contract for the installation of the software was also the product of lengthy negotiations between the parties. These factors all added up to show the installation was not available to the public and thus not considered the “sale of merchandise”, thereby making the Consumer Fraud Act inapplicable.

Contact me personally to discuss your NJ Consumer Fraud matter. I am easy to talk to, very approachable and can offer you practical, legal ways to handle your concerns. You can reach me toll free at (855) 376-5291 or email me at fniemann@hnlawfirm.com.

By Fredrick P. Niemann, Esq. a New Jersey LLC Attorney

  Limited Liability Companies have become increasingly popular in New Jersey throughout the last decade. This is often the preferred business form for the majority of business owners throughout not only New Jersey, but the entire country. Many of these companies have multiple owners that have a say in the direction, transactions, and other matters concerning the business. While many LLCs operate smoothly and have owners that always agree on company matters, there are undoubtedly numerous LLCs that have owners who simply cannot agree on business decisions. In these companies, the power structure is determined by who owns the most shares or the largest piece of the company. Obviously, the person with the largest ownership percentage is able to dictate all business-related decisions. This does not include, however, the right to make business decisions that benefit the majority owner at the expense of the minority owners.

 Majority owners of all New Jersey LLCs are held responsible to what the legal profession refers to as the “Fiduciary Duty of Loyalty”. This duty is placed on all majority shareholders and majority owners of LLCs throughout New Jersey. It requires them to act in the best interests of the company with ALL business decisions. If a transaction will benefit the majority owner at the detriment of the minority owners, the majority owner is prohibited from completing that transaction. If a minority owner is a victim of a breach of the Fiduciary Duty of Loyalty, they may bring a claim in New Jersey Courts against the majority owner of the LLC. The Courts will look to see if the company action meets an objective fairness test. Any action that does not stand up to this test will be considered a breach of the fiduciary duty and subject the majority owner to damages. Courts may even issue an injunction in certain cases if the company action being disputed has yet to occur. The injunction will forbid the LLC from moving forward with the transaction or business decision.

 Just because you are a minority owner of a LLC does not mean the majority shareholder/owner can take advantage of you. All company decisions must be objectively fair, meaning the majority owner cannot act in a manner that benefits themselves at the detriment of the minority owners/shareholders. If you have any questions regarding New Jersey LLCs or the Fiduciary Duty of Loyalty, please don’t hesitate to contact Fredrick P. Niemann, Esq., an experienced NJ LLC attorney today. He can be reached toll-free at 855-376-5291 or by email at fniemann@hnlawfirm.com. Please call today.

By Fredrick P. Niemann, Esq., a NJ Corporate Attorney

 
New Jersey is home to numerous “Closely-Held” corporations, or corporations consisting of a small number of shareholders or owners. Many times, these corporations encompass family members or close friends who have gone into business together. While everyone would like to think that nothing could ever go wrong with their closely-held corporation, trouble does arise and shareholders do find themselves disagreeing with others on certain business decisions. The final call in these decisions ultimately is left up to the majority shareholder, since they own the most shares in the business.

It does not follow however, that majority shareholders may make decisions for their own benefit and at the expense of the minority shareholders. New Jersey law protects minority shareholders by requiring all majority shareholders to act with what is called the “Fiduciary Duty of Loyalty”. This is a legal duty, enforceable by the Courts, that requires all majority shareholders to act in the best interests of the corporation at all times. Obviously, minority shareholders are part of the corporation, meaning the majority shareholders owe this duty to them.

When a minority shareholder challenges the actions of the majority shareholder in Court, the NJ Courts will look to see if the business decision meets a test of objective fairness. If the Court considers the transaction or decision not to be objectively fair, they will find a breach of the Fiduciary Duty of Loyalty. Under this circumstance, the minority shareholders will be allowed to collect damages based on the majority shareholders breach. If it isn’t too late, Courts may even sometimes tell the majority shareholder that they are forbidden from completing the business decision or transaction that is in violation of the duty.

Just because you own a minority of the shares in a closely-held corporation does not mean that you have no rights. The majority shareholder is not allowed to violate the fiduciary duty of loyalty at your expense. NJ Courts wills always uphold this duty and afford minority shareholders protection in this manner. Please contact Fredrick P. Niemann, Esq., a qualified New Jersey Corporate Attorney today, toll-free at 855-376-5291 or email him at fniemann@hnlawfirm.com if you have any concerns related to Minority Shareholder rights or NJ Corporations. Mr. Niemann would be more than willing to discuss this matter with you. Please call today.