New Jersey Business Law Insights

In Blinds To Go (U.S.), Inc. v. Lakewood Development Co., the Superior Court of New Jersey’s Complex Business Litigation Program held that, under an option agreement to purchase real property, the fair market value must account for the impact of an existing ground lease unless the contract expressly provides otherwise. The court denied the landlord's motion for reconsideration and ordered specific performance at the appraised value, emphasizing that unambiguous contract terms and established law require the inclusion of lease encumbrances in such valuations.

In Shah v. Shroff, the Superior Court of New Jersey, Complex Business Litigation Program, clarified the limits on introducing evidence of a party’s assertion of Fifth Amendment rights and prior criminal conduct in civil business litigation. The court denied a new trial, holding that exclusion of such evidence—where it would only serve to create prejudice or innuendo—was proper, and that no miscarriage of justice occurred.

In 145 B.A. Realty, LLC v. RLF Acquisitions, LLC, the Superior Court of New Jersey’s Complex Business Litigation Program denied a purchaser’s motion for partial return of a real estate deposit. The court found the contract unambiguously barred allocation and return of a portion of the deposit prior to closing, even if one seller consented, emphasizing that courts will not rewrite clear contractual terms.

In First Environment Inc. v. Delta Environmental Services, the New Jersey Superior Court’s Complex Business Litigation Program dismissed counterclaims and a third-party complaint alleging that the mere act of filing a lawsuit constituted retaliation under CEPA, tortious interference, and unfair competition. The court found that the defendants failed to plead the required elements, especially a causal nexus between alleged whistleblowing and the lawsuit, and reaffirmed that litigation privilege generally bars tort-based counterclaims arising from the filing of a complaint.

In Franek v. Township of Wantage (SSX-L-469-24), the New Jersey Superior Court’s Complex Business Litigation Program denied motions for reconsideration and summary judgment on trespass and nuisance claims, while granting summary judgment in favor of the Township on all counts. The opinion provides critical guidance on motions for reconsideration, malicious use of process claims, and the boundaries of municipal enforcement and land use board jurisdiction.

In Holder v. Mroue (MRS-L-1627-23), the Superior Court of New Jersey’s Complex Business Litigation Program denied a debtor’s attempt to extend the automatic bankruptcy stay to several non-debtor business entities. The court found that the automatic stay under 11 U.S.C. § 362(a)(1) applies only to the debtor, and exceptional circumstances justifying extension to related entities were not present—especially where those entities may be independently liable to the plaintiff.

In D’Elia v. Martinez (CAM-L-2500-21), the Superior Court of New Jersey’s Complex Business Litigation Program denied summary judgment on nearly all claims stemming from a contentious medical practice breakup—except for negligence, which was dismissed under the Economic Loss Doctrine. The court found genuine factual disputes about whether old shareholder and employment agreements continued after the parties joined a new entity, and whether self-dealing occurred with management fees, precluding summary judgment on contract, fraud, fiduciary duty, conversion, unjust enrichment, defamation, tortious interference, and trade secret claims.

In Alfieri v. Frank, the New Jersey Superior Court’s Complex Business Litigation Program granted summary judgment against the majority managers of a family-owned real estate LLC for breaching the duty of loyalty. The court found that the sale of valuable properties to an insider at below-market prices, without disclosure or procedural safeguards, failed the “entire fairness” standard under the New Jersey Revised Uniform Limited Liability Company Act (RULLCA). Attempts to contract around fiduciary duties were rejected for lack of clear, unequivocal waiver.

In a recent decision from New Jersey’s Complex Business Litigation Program, the Superior Court denied a motion for reconsideration seeking to amend findings related to a voluntary dismissal order. The court clarified the limits of interlocutory orders, the standards for voluntary dismissals under Rule 4:37-1(b), and the circumstances under which reconsideration is appropriate—offering important guidance for business litigants managing complex, multi-party disputes.

In a complex business dispute, the New Jersey Superior Court (Monmouth County) clarified how attorney fees are calculated under the Consumer Fraud Act (CFA) and reinforced the prohibition on double recovery for the same injury. The court reduced the plaintiff’s requested fees and rejected an attempt to recover damages already satisfied by a prior settlement, providing clear guidance for businesses facing multi-party litigation under New Jersey law.