Business Litigation

The New Jersey Uniform Fraudulent Transfer Act, N.J.S.A. §§ 25:2-20 – 25:2-34 (the "NJUFTA") separately defines (i) transfers which are fraudulent as to both present and future creditors and (ii) transfers which are fraudulent as to present creditors only. Specifically, under the New Jersey Uniform Fraudulent Transfer Act, a transfer made or obligation incurred by a debtor is fraudulent as…Read More

In addition to the express terms of a contract, "every contract in New Jersey contains an implied covenant of good faith and fair dealing."  Sons of Thunder, Inc. v. Borden, Inc., 690 A.2d 575, 587, 148 N.J. 396, 420 (N.J. 1997); see also Onderdonk v. Presbyterian Homes of New Jersey, 425 A.2d 1057, 1062, 85 N.J. 171, 182 (N.J. 1981). …Read More

“Under federal and NY Law, an account stated ‘refers to a promise by a debtor to pay a stated sum of money which the parties had agreed upon as the amount due.’ ” National Econ. Research Assocs., Inc. v. Purolite “C” Corp., No. 08 Civ. 7600, 2011 U.S. Dist. LEXIS 24458, at *6 (S.D.N.Y. Mar. 10, 2011) (citations omitted); accord Lankler…Read More

In New Jersey, the elements of trade libel, also known as product disparagement, are "1) publication; 2) with malice; 3) of false allegations concerning [the plaintiff's] property, product or business, and 4) special damages, i.e. pecuniary harm."  Mayflower Transit, LLC v. Prince, 314 F. Supp. 2d 362, 377 (D.N.J. 2004). "A product disparagement plaintiff [in New Jersey] must show 'the…Read More

To prove a cause of action under section 2C:41-2(c) of the New Jersey Racketeer Influenced and Corrupt Organizations Act (“New Jersey RICO”), N.J.S.A. § 2C:41-2(c), the plaintiff must demonstrate (1) the existence of an enterprise, (2) that the enterprise engaged in or its activities affected trade or commerce, (3) that defendant was employed by, or associated with the enterprise, (4)…Read More

In New Jersey, the elements of common-law fraud are: "(1) a material misrepresentation of a presently existing or past fact; (2) knowledge or belief by the defendant of its falsity; (3) an intention that the other person rely on it; (4) reasonable reliance thereon by the other person; and (5) resulting damages." Gennari v. Weichert Co. Realtors, 691 A.2d 350,…Read More

In New Jersey, common law conversion is defined as ” ‘the exercise of any act of dominion in denial of another’s title to . . . chattels, or inconsistent with such title. ‘ ”  Marsellis-Warner Corp. v. Rabens, 51 F. Supp. 2d 508, 525 (D.N.J. 1999) (quoting Mueller v. Technical Devices Corp., 8 N.J. 201, 207, 84 A.2d 620 (N.J.…Read More

In Manhattan, NYC, the elements of conversion are “(1) intent, (2) interference ‘to the exclusion of the owner’s rights,’ and (3) possession, or the right to possession in plaintiff.” 2 Leon C. Lazer, et al., Manhattan Pattern Jury Instructions – Civil § 3.1 (2d ed. 2006) (quotingEmployers’ Fire Ins. Co. v. Cotten, 245 N.Y. 102, 156 N.E. 629 (N.Y. 1927)); see Meese v. Miller, 79 A.D.2d…Read More

In Manhattan, within every contract is an implied covenant of good faith and fair dealing. The covenant is breached when a party acts in a manner that deprives the other party of the right to receive benefits under their agreement. The covenant encompasses any promises which a reasonable person in the position of the promisee would be justified in understanding were included.…Read More

Many business lawsuits result from a breach of contract. While some breaches are avoidable with detailed negotiations and well-drafted documents, others are not. As a business owner, it is vital to understand the basics of contract law, including the legal elements of a contract breach. In doing this, a Manhattan, NYC business owner’s best resource is a seasoned breach of…Read More