Commercial Counsel

Contractors: Beware These 5 Missteps That May Forfeit Your New Jersey Construction Lien

As the fall construction season moves into its final stretch across the Garden State, contractors are pushing to complete projects before winter sets in. Global conflicts have created market and supply chain disruptions that have at times increased the cost of goods, equipment, and raw materials. These disruptions, among myriad others that can occur throughout a construction project, create issues for contractors, subcontractors, and suppliers alike, including payment disputes as between these parties or between these parties and property owners. When a contractor, subcontractor, or supplier is owed payment for work performed improving real property in New Jersey, the New Jersey Construction Lien Law, N.J.S.A. 2A:44A-1 et seq., allows them to record a lien up to the amount of the claim, asserted against the interest of the owner in the real property. ...read more

New Jersey’s LLC Default Rules May Surprise You

New Jersey’s Revised Uniform Limited Liability Company Act (“NJ-RULLCA”), N.J.S.A. 42:2C-1 et. seq., includes many default rules that courts will impose unless the operating agreement expressly states otherwise.  The statute expressly empowers LLC members, with limited exception, by giving them the freedom to contract for the rules by which the entity will be governed.  But where the members stay silent (intentionally or otherwise) and fail to address a particular matter in the operating agreement, NJ-RULLCA imposes default rules that courts will apply to resolve disputes.  N.J.S.A. 42:2C-11(b).  Many of those default rules may surprise unsuspecting members. ...read more

Sandbagging in M&A Transactions

When an important M&A contracting strategy goes by the moniker “sandbagging,” it is safe to assume the strategy is controversial. ...read more