Pursuant to New Jersey corporate law, directors are trustees for the entire body of the owners. Directors owe loyalties to all shareholders. If they disregard the rights of the majority shareholders, minority shareholders, or the corporation itself they could be liable for a breach of fiduciary obligations or duties.
As most contractors are aware, it is common to have an Arbitration Clause within a typical AIA Construction Agreement that requires the parties to the contract to participate in arbitration in lieu of Court proceedings in the event of a dispute.
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New York Courts do not have the power to order the dissolution of a corporate entity that operates in the State of New York, but was formed under the laws of another state. In Re Matter of Raharney Capital, LLC v. Capital Stock, LLC, 138 A.D. 3d 83 (1st Dept. 2016).
In that case, Plaintiff, Raharney Capital, LLC, (“Raharney”) a Delaware limited liability company with a principal place of business located in the State of New York filed an action against Capital Stock, LLC, (“Capital Stock”) in the State of New York seeking juridical dissolution pursuant to Section 18-802 of Delaware’s Limited Liability Act of a Delaware entity formed by Raharney and Capital Stock. That entity, Daily Funder was a Delaware Limited Liability Company, with a principal place of business in New York City. Raharney and Capital Stock each owned 50% of Daily Funder.
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In the context of construction litigation, it is always important to consider a potential claim for the spoliation of evidence regardless if you are the owner or general contractor seeking to backcharge a lower tier contractor, or the subcontractor against whom a backcharge is being sought.
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The European Union (EU) has long recognized the importance of privacy as a human right. In 1980, the Organization for Economic Cooperation and Development (OECD) issued the “Recommendations of the Council Concerning Guidelines Governing the Protection of Privacy and Trans-Border Flows of Personal Data,” which laid out seven principles governing the OECD’s recommendations for protection of private personal data. These principles were then incorporated into the EU’s Data Protection Directive, which regulated the processing of personal data and was officially adopted in 1995. The principles included:
Last week, the NFL sought to end the political controversy surrounding some players kneeling during the national anthem by enacting a policy fining teams if players kneeled during the Star-Spangled Banner.
Under the new policy, players could stay in the locker room while the national anthem of the United States is played. Shortly, thereafter, players wrongfully asserted that the new policy violates their First Amendment protection of “freedom of speech.”
The problem with the players’ constitutional argument is that the Constitution only applies to “State actors.” The state action requirement stems from the fact that the constitutional amendments protecting individual rights are mostly phrased as prohibitions against government action. The First Amendment to the United States Constitution sets forth, “Congress shall make no law respecting an establishment of religion, or prohibiting the free exercise thereof, or abridging the freedom of speech, or the press, or the right of the people peacefully to assemble, and to petition the Government for a redress of grievances.” The Fourteenth Amendment, which was ratified after the Civil War, made most of the liberties set forth in the Bill of Rights applicable to the States.
When a project involves the construction of public works, or other improvements to a municipal, county, or a state property, a payment bond is typically posted by the general contractor for the project. This is required as lien claims are typically disallowed whenever project involves a state, county or a municipal property.
In State, County, or Municipal projects, payment bonds are typically required of the general contractor, as the commercial Construction Lien Law is inapplicable to these projects. Copies of the payment bond are always provided to the relevant government agency, as well as to all direct subcontractors or suppliers with whom the general contractor has directly contracted.
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While many contractors may not be aware of the existence of the New Jersey Prompt Payment Act, its application to construction litigation where payment is sought under either a general-contract or sub-contract is important to the industry. Read More about The New Jersey Prompt Payment Act
Whether you are a general contractor or a subcontractor, you have probably come across a pay when paid clause within a subcontract or general contract. The idea of the clause is that the contractor or subcontractor would not be responsible for payment to a lower-tier contractor unless and until it has received payment pursuant to its contract with an upper-tier contractor or owner. While this is a good idea, the Courts have often found such provisions to be unenforceable.
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