The judge concluded correctly that E&V’s failure to reinstate its revoked corporate charter precluded E&V from filing this action. Background E&V, a construction contractor filed a complaint against Deeper Life Bible Church (Bible Church), and several individual defendants. E&V alleged it contracted with Bible Church to build a Church building, that it performed the work, but Bible Church failed to pay the balance due. E&V sought final payment from Bible Church and the individual defendants. Several years ago, E&V lost its corporate charter in NJ for failing to file tax returns and quarterly withholding reports. Now being formally unauthorized to do business in NJ with a revoked certificate of incorporation, E&V improperly entered into the construction contract to build the …
When You Sign a Business Contract You Absolutely Must Negotiate Litigation Provisions Outside of New Jersey
By Fredrick P. Niemann of Hanlon Niemann & Wright, a Freehold Township, Monmouth County, New Jersey Business Corporation and Contract Law Attorney I have written extensively about the importance of selecting New Jersey as the jurisdiction to decide cases and controversies involving your contracts and relationships with customers/vendors. Many contracts with (particularly) interstate and international companies generally designate a particular state as the place where all lawsuits and legal disputes must be filed and the law of that state applied. Much like mandatory arbitration clauses, State and Federal Courts are increasingly enforcing these mandatory jurisdiction and venue provisions as one way to reduce their case load. A recent case decided in California involved a New Jersey church and school where …
Can Shareholders Demand Access to Inspect a Corporation’s Records, Minutes of Meetings of Directors and Other Corporate Actions?
By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold Township, Monmouth County, NJ Business and Corporate Law Attorney I was recently asked whether N.J.S.A. 14A:5-28 allows a shareholder(s)s to inspect the minutes of the board of directors and of an executive committee. That statue provides as follows: Each corporation shall keep books and records of account and minutes of the proceedings of its shareholders, board and executive committee, if any. The corporation shall keep at its principal office, its registered office, or at the office of its transfer agent, a record or records containing the names and addresses of all shareholders, the number, class and series of shares held by each and the dates when they respectively …
Did You Know That a Court Appointed Receiver Cannot Be Held Personally Liable When He or She Screws Up a Business?
By Fredrick P. Niemann of Hanlon, Niemann & Wright, a Freehold Township, Monmouth County, New Jersey Business & Corporation Law Attorney In a recent case, a Court appointed receiver was sued over the actions they allegedly took during their tenure administrating rental property. Plaintiff’s case was dismissed because the United States Supreme Court has ruled that legal “action(s) against a Court appointed receiver are (in essence) actions against the receivership, and/or the funds in the hands of the receiver, and his or her decisions regarding contracts, deficiencies, and claims of negligence are official and in nature, not personal and are therefore immune. As a request, judgments against him or her as a receiver are payable only from the funds in …
Employers Are Allowed to Hire and Fire (Discriminate) on the Basis of Political Affiliation
By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold, NJ Business & Corporate Law Attorney With the controversy around the recent elections now over, there have been some reports of companies telling their employees that if they voted for President-elect Trump, they should be looking for a new job. There has also been a report of a company who provides an Internet domain for websites telling prospective customers that if they support Trump, he no longer wishes to do business with them. Outrageous!!! So the question has been posed as to whether companies can discriminate on the basis of political affiliation. It appears in New Jersey they can. Federal laws protect discrimination against people based on national …
Forcing a Shareholder to Sell His or Her Shares of Stock in a Company
By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold, NJ Shareholder Rights & Corporate Litigation Attorney When you think about selling stock in a company, you think about calling up a stock broker and telling him or her to put your 500 or 1,000 shares of XYZ Corporation up for sale in the market, and have somebody buy the shares. But not every corporation is run the same. There are many corporations who have only a few shareholders who also manage the corporation. These closely held (closely held means only a few owners) corporations often have power struggles, which leave a shareholder, often in the minority, frustrated about the direction of the corporation. Unlike calling a stock …
Parties Can Consent to Give An Arbitrator More Power in Deciding Disputes (Part 4)
By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold, NJ Arbitration Attorney In Part 2 of this Arbitration Law series, I examined the court process to turn an arbitration award into a judgment. The court’s role in reviewing an arbitration award (if one side decides to appeal the arbitration decision) is limited to a few legal grounds, one being that the contract being was fraudulently entered into or the arbitrator did not conduct the proceedings properly. With an improper conduct allegation an arbitrator can be liable for whether he or she exceeded his or her powers by deciding something that was not submitted to him or her is the case. Now you might be thinking to yourself …
The Arbitration Process: How Do I Get My Award? Part 3: Jurisdiction of the Court
By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold, NJ Arbitration Attorney In the last blog, I discussed the court process of approving or vacating an award through our court system. When it comes to arbitration awards, courts are not always rubber-stamping the arbitrator’s award. Disputes can arise if one party feels they were treated unfairly because they entered into the agreement to arbitrate fraudulently, or feel that the arbitration was not conducted fairly, the and courts have to evaluate these claims to see if there is any merit before converting the award into a judgment. Courts also have to evaluate whether a valid contract exists and the dispute arbitrated is within the confines of what can …
The Arbitration Process: How Do I Get My Award? Part 2: The Court Process
By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold, NJ Arbitration Attorney In our last blog, I discussed getting yourself into a position where you can go into a court and ask for a judgment to enforce a successful arbitration award. I said that you need a valid contract (which is presumed unless credible evidence is shown to the contrary) and the dispute must arise from the contract in question. So once you have the award in hand, and the other side is not paying you what is due, you can now go to court to enforce this judgment. This blog will discuss the court process. Before I begin, I want to quickly note when this process …
Is Continuing Employment Sufficient Consideration To Make A Covenant Not To Compete Enforceable in NJ?
By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold, NJ Covenant Not to Compete Attorney The short answer is “Yes”. In a recently reported Appellate Division decision Hogan v. Bergen Brunswig Corp., 153 N.J. Super. 37,43 (App. Div. 1977) the court ruled that “the existence of sufficient consideration to support a post-employment restraint can be found in either the (1) original contract of employment or (2) in a post-employment contract, where the supporting consideration is the continuation of employment.” It further held that the continuation of employment after the plaintiff signed the letter with the covenant not to compete provides legally sufficient consideration for the covenant. In this case a former employee brought legal action against his …