New Jersey Business Legal Questions

Absent a contract which says otherwise (e.g. employee can only be fired for good cause), or has a specific term (e.g. a 2 year employment contract) or a statutory prohibition (e.g. laws prohibiting firing someone based on their gender, race, whistleblowing activities, etc.), an employee can be fired at any time for any reason.... Read More

Did you have a written agreement with the landlord/seller of the business?  did that agreement have any restricition on seller going back into the business?  what were the restrictions?  If seller is in violation, then can restrain his operation of business. Is the name of the new business such that it creates a material risk of confusion?   If so, you may be able to restrain the use of that name that creates the confusion.  Very fact sensitive issues that need to be explored.  How will you prove the confusion, if that is the claim?  Need independent witnesses who are willing to appear in court and testify.... Read More

He is engaging in unfair competition.  You can sue him for damages and to enjoin him from continuing.  There is a long line of NJ cases on this issue.  File Order to Show Cause, Verified Complaint and seek temporary restraining order (TRO) to stop him, going forward.  Also seek damages in the complaint.  Your customer that he tried to pirate will be a good witness as will the denilal by the Trademark Office be good evidence of the likeliehood of success that you will need to establish to get the TRO.... Read More

Very complicated question based upon a branch of law called conflict of laws.  If contract does not say which law governs, then an analysis of which jurisdiction has the greatest interest in the case, where the contract is made and what the parties' expectations are must be made.     Starting point is where was contract made.  Analysis goes from there.... Read More

It depends upon what kind of business format you are using.  If you start a Corporation, and you are paying yourself and your partner salaries, as employees of the Corporation, then your obligations for child support arrears may be subject to which garnishments that may require the company to pay any wage garnishment.  If you have a general partnership, there may be a risk of your parties interest being affected.  So long as the business is a separate entity, your interest in the business may be affected, your salary paid by the business may be affected, but your partner's interests, subject only to perhaps being reviewed in an effort to collect or enforce as against you, should remain unaffected.... Read More

If the recording was of a telephone convresation, only one party needs to consent to the recording, and the other party does not need to be informed of the recording, so there is no recourse if that is the case.  As to whether or not there is any remedy for recording a conversation between 2 people, not on a phone, I don't know of any specific law that prohibits it, and I would think that the same kind of laws apply as apply to the phone call.  Often, businesses record calls and conversations for quality assurance and/or for training purposes.  As to whether you have any legal recourse, the question to be answered is "what are your damages?"  Even given that you may be offended that you were recorded, how are you damaged or injured?  Put yourself in the role of a juror and ask yourself what kind of remedy/award would you give to some stranger who presented these facts to you?  In short, I would not take your case if you came in to see me about it.... Read More

If you have friends who are willing to share the HOA financial information from their HOA, you are not violating any law.  Is there any provision in the bylaws or the Master Deed for the Associations that prohibits such sharing?  If so, there may be a violation of those documents and the remedy for violation may be contained within them.  Beyond that, I am unaware of any prohibiition.  That said, the associations are correct, non-members have no right to see the statements, only members possess that right.... Read More

If you are intent on doing any home improvement work, there is a home improvement contractor statute that requires licensing, insurance and other requirements.  You will need to file for a certificate authorizing you to do business as a foreign corporation in New Jersey, you'll need to file for the home-improvement contractors license, at a minimum.  You will also need to familiarize yourself with the New Jersey consumer fraud act as I'm sure that it will come into play in your transactional work.... Read More

If you are a limited partner, then your liabilities are limited to the amount of your investment.  In other words you can never lose more than what you have put into the company.  That is the reason for forming a limited partnership.  On the other hand, if you are the general partner, who was operating the business, then as a general partner, you have unlimited liability for the business liabilities.  In other words, general partners are fully answerable for all liabilities of a partnership.  Limited partners are not.  The answer to your question depends upon what your status is within the limited partnership.  As a limited partner your liability is limited.  As a general partner.  It is not.... Read More

I AM REASONABLY SURE THAT THE ONLY WAY TO GET ANY INTEREST IN THE BUSINESS THAT YOUR FORMER BOYFRIEND IS OPERATING IS TO SUE HIM.  THE BUSINESS WILL BE TO BE APPRAISED, THE STATUTE AUTHORIZING THE FORMATION OF LLCS SETS FORTH A PROCEDURE TO BE FOLLOWED IN IT.  SUCH A LAWSUIT, AND THE COST MAY VERY WELL EXCEED THE VALUE OF WHAT YOU ARE SEEKING.... Read More

I believe the law requires you to be reasonable.  That said, for the future, I would and a notice to my claim tags that indicated that unclaimed property would be disposed of after a certain period of time (six months is probably reasonable).  Certainly, it would seem to me that a three-year lapse of time, with invalid phone numbers to try to contact the owners, would be a reasonable period of time for you to be able to begin disposing of unclaimed property.  To be doubly sure, call your insurance company to see what they think, just in case someone makes a claim, and you need to file with your insurance company for indemnification.... Read More

The LLC is required to pay you (assuming the statute of limitations has not yet run; you don't specify how long ago you received the check), but if it is closed and has no assets, it can't.  Normally, members of an LLC are not personally liable for the LLC's debts, but in some states the shareholders of members of an employer can be personally liable to pay wages under certain conditions.  I do not know whether this is true in New Jersey.  Also, if the LLC distributed money to its members when it shut down, without paying its obligations (such as your wages), those distributions could be considered fraudulent conveyances; you could theoretically sue to get your wages paid from those distributions.  I say theoretically because, since you forgot about the check I assume it is not a large amount of money, probably not worth a fraudulent conveyance lawsuit.... Read More

In order to form an LLC, you must draft a certificate of formation, pursuant to the statutory requirements.  You should have an operating agreement that sets forth the rights responsibilities and liabilities of the various members, including capital contributions.  Thereafter, you must file annual reports and pain annual fee to the Secretary of State's office.  Check the Secretary of State's website to see if there are forms available.  If not, or if the forms are insufficient to answer all your questions, I strongly recommend that you consult with counsel.  Not only will this help you get it right, but if there is a mistake made in the formation, you at least have some recourse to get it fixed.... Read More

Questions that need to be answered for a complete answer to this question can be proposed.  Was there anything in writing?  Is there a company policy/handbook/practice that involves staggering.  Vacation times so that not more than a certain number of people is out of work at any given time?  Does the company closed down for a period time at any given time during the year?  The answers these questions all can have an impact on the outcome of your inquiry.... Read More

Malpractice insurance has nothing to do with the issue; it would probably only cover malpractice in the practice of law, not notarial malpractice. A notary public does not have to be an attorney, although NJ attorneys are automatically empowered to perform the notarial function in NJ.  Thus, while a retired attorneys is no longer empowered to notarize signatures by virtue of his status as an attorney, he or she may have qualified and be a notary despite no longer being a member of the bar.  See N.J.S.A. 42:2-1. ... Read More

I do not understand your question.  It sounds like you want to be a reseller of cell phones.  As to whether or not you can buy with cash and without invoice, in terms of record-keeping that is not advisable.  If the phone is stolen, the Uniform Commercial Code article 2 allocates what is called "risk of loss"in accordance with well-developed legal principles set forth in that article.  Your best bet is to have insurance to cover theft and other casualty losses to the phones so that you can be reimbursed if anything should happen.... Read More

While I am not certain of the precise answer to your question, I would contact the electrical service provider and advise them of the situation.  I would also notify the landlord, and expecting that the electrical service provider will require payment in full of the outstanding balance, I would advise the landlord of this fact and that you will pay the balance due on the electrical bill and deducted from ongoing rent so that you can have electrical service and operate your business.  Short of that, the landlord has provided you with an uninhabitable premises, thereby breaching your lease, and entitling you to walk away from the transaction and demand a full and complete refund of any and all monies you have paid.... Read More

I agree that an LLC is usually the best form of business entity when startng a business.  There are really 3 things that you need to get started:  A Certificate of Formation, an Operating Agreement and a Tax ID no. for mthe IRS.  I don't know Delaware law, so cannot comment on whether or not it is a better place to form your business entity.  Since you will operate in NJ, the NJ laws will still apply to your business.  You may have extra expenses associated with the Delaware formation, but I cannot say that with any certainty.... Read More

This is similar to a question I just answered. I am reprinting here. The answer I gave to the other questioner:While copyright law is not my particular field of endeavor, the purpose of copyright law is to prevent theft. For-profit of another persons work product, namely the artistic production. There is a concept. However, that is known as "the fair use doctrine." As I understand this doctrine, it permits limited use of small parts of copyrighted material for educational purposes. That said, it might not be a bad idea to contact the agencies and/or studios that hold and/or protect the copyrights, present them with your proposal, and get written authority. That will eliminate any risk.... Read More

While copyright law is not my particular field of endeavor, the purpose of copyright law is to prevent theft.  For-profit of another persons work product, namely the artistic production.  There is a concept.  However, that is known as "the fair use doctrine."  As I understand this doctrine, it permits limited use of small parts of copyrighted material for educational purposes.  That said, it might not be a bad idea to contact the agencies and/or studios that hold and/or protect the copyrights, present them with your proposal, and get written authority.  That will eliminate any risk.... Read More

Most courts will give enforcement to arbitration clauses, and dismissed complaints filed in court, and refer the disputes to arbitration for resolution, pursuant to the terms of the arbitration clause.  In so far as your "civil rights", I am not sure what you're asking.  Based upon your description of your shareholder agreement, your rights are limited to whatever remedies are available through arbitration.  Does your arbitration clause in the shareholder agreement specify who the arbitrator and/or arbitration service is that will be utilized?  Is there a provision for immediate remedy?  If you are able to demonstrate that there is no adequate remedy for you in the arbitration proceeding, and there is an imminent risk of loss, before any hearing can be had in the arbitration forum, you might (emphasis on might, because it is not sure), be able to get an immediate hearing in court, with an order entered and then a referral to you arbitration for ultimate resolution.  There is, however, no guarantee that a court filing would not be a fruitless and pointless exercise, and one which would cost you a great deal of money.... Read More