By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold Township, Monmouth County, New Jersey LLC Attorney The New Jersey Revised Uniform Limited Liability Act (RULLA) contains an express provision granting relief to oppressed minority LLC members. The current LLC Act authorizes the remedy of a buy-out in lieu of dissolution. Unlike the corporate statue, which expressly provides that the buy-out be at fair value (assuming there is no contrary direction in a shareholders agreement), the current LLC Act does not specify at what value the buy-out is to be made. In an Operating Agreement LLC members, like shareholders in a shareholders agreement, can dictate the agreed value standard under which a member claiming oppression is to be …
Online Business Reputation and Defamation Cases: Part 5 ON APPEAL
By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold, NJ Business Litigation Attorney In this 5 part series, I have discussed a case involving a business that claimed defamation against negative online reviews believed to have been made by the defendant to retaliate as their landlord-tenant relationship dissolved. Early on we discussed how the reviews were tied back to the defendant and how they were relevant to the plaintiff’s claims. In Part 4 we learned that the court ruled in favor of the defendant. In this final piece of our series, I will discuss the appeal of the court’s decision. On appeal the court came to the conclusion that the erroneous wholesale exclusion of the Yelp evidence …
Online Business Reputation and Defamation Cases: Part 4 Breach of Contract Cause of Action: Trial Level
By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold, NJ Business Litigation Attorney In this series I have discussed a case that involved a business claiming online business reputation and defamation caused by Yelp posts believed to have been written by the defendant. In Part 3 I discussed the four general elements that must be proven to establish a defamation of character claim, as well as examined the Yelp evidence and the court’s view of it. Remember many lawsuits can contain anywhere from one, or more additional contract and business tort claims. The court deals with each claim separately. In this case, the court had to deal with a series of contract claims which principally alleged that …
Online Business Reputation and Defamation Cases: Part 3 The Defamation Cause of Action: Trial Level
By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold, NJ Business Litigation Attorney Previously in this series I discussed the dissolution of a relationship between a business and its landlord as well as potential evidence in the form of negative reviews on the website Yelp. In Part 2, I discussed the importance of available e-discovery methods and what is known as “pretrial discovery on defendant’s financial condition.” In Part 3, I will dive deeper into the trial portion of the case and the effects of the evidence presented. Before we conclude our final review of a complex business tort lawsuit, it will be helpful to discuss the four general elements that must be proven in nearly all …
Online Business Reputation and Defamation Cases: Part 2 Overview of Evidence and Pre-Trial Motion
By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold, NJ Business Litigation Attorney In Part 1 of our series, we learned about a dispute between a business and the landlord for their commercial lease. After a dispute began to dissolve the relationship, the defendant was believed to have posted negative reviews of the business on the website Yelp. In Part 2 we will learn a bit more on how those Yelp reviews effect the case. Before the Yelp postings emerged, the plaintiffs had a claim for breach of contract, but once they discovered the libelous postings, they amended their complaint to also include defamation of business character and reputation. The Yelp postings were of particular focus of …
Online Business Reputation and Defamation Cases: Is there a Legal Remedy for Business Reputation Defamation? Part 1
By Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a Freehold, NJ Business Litigation Attorney Often landlords and tenants have problems with each other. These disputes commonly end up in court. In the case Kinda v. Carpenter, an interesting series of events transpired. The plaintiffs were tenants in a commercial lease. They owned a business called Artisan Fine Oriental Rug Care, Inc. (Artisan). The defendant was their landlord. During the term of the lease, there was construction going on in and around the building by the landlord that was interfering with the Plaintiffs’ business. Eventually the tenant got a restraining order against the landlord after the landlord-tenant relationship began to sour. They also got an order from the court …
Converting a Sole Proprietorship to LLC in New Jersey
By Fredrick P. Niemann, Esq. of Hanlon Niemann, a Freehold, NJ LLC Attorney There are a number of benefits to operating a business as a sole proprietorship. Sole proprietorships are easy to form and operate and cost little to create. There are a few administrative costs and burdens, and income and losses are simply reported on a taxpayer’s Form 1040, without the need for a separate tax return filing. The most significant disadvantage to a sole proprietorship is that there is no limited liability for the owner as its proprietorship status exposes your personal assets to the risks and liabilities of your business operation. Most states, including NJ, allow a sole proprietor to conduct business as a Limited Liability Company …
Understanding New Jersey’s Limited Liability Partnership Act
By Fredrick P. Niemann, Esq. of Hanlon Niemann, a Freehold, NJ Partnership Attorney What is a Limited Liability Partnership? A limited liability partnership (LLP) is a form of general partnership which, under New Jersey law, limits the liability of individual partners, for certain kinds of debts and obligations. An LLP is distinguished from a general partnership in that partners of a general partnership are jointly and severally liable for partnership tort liabilities and jointly and severally liable for all partnership debts and other obligations. The partners of a limited liability partnership (LLP) are not liable, either individually or jointly, for debts, obligations and liabilities of the partnership whether in tort, contract or otherwise, which arise “from negligence, omissions, malpractice, wrongful …
NJ LLC MEMBERS TAKE NOTICE: PROBLEMS ARISING IN FAMILY-OWNED LLC’S
By Fredrick P. Niemann, Esq., a NJ LLC Law Attorney Many individuals look up to family-owned LLC businesses, as they have been a staple in the American economy. While there have been numerous success stories, it is important to note that not all family-owned LLC’s, also known as Limited Liability Companies, run smoothly. In fact, there are a number of problems that can arise within a family-run enterprise that the general public does not usually think of. Family-run LLC’s present an ideal situation for majority members to oppress minority members. The closed-nature of the business allows majority members, typically the older family members, to rule over the company to the detriment of younger family members that hold a minority share …
Should My Family-Owned LLC Consider Independent Directors?
By Fredrick P. Niemann, Esq., a NJ LLC Attorney It’s no surprise that more and more family-owned LLCs are being created in today’s society, as business-minded families are becoming more prevalent. With this has come a constant evaluation as to how these LLCs should be run. Proper business governance is key to ensuring family-owned LLCs pass beyond the first or second generation. Determining whether or not to place independent directors on the board can have a large impact on the future of your business in New Jersey. For many family-owned businesses, the thought of an independent director or directors coming in is a foreign idea. After all, many family-controlled LLCs have restricted certificates, with no market for buying and selling …