New Jersey Supreme Court Rules That Release of Debt of Closely-Held Corporation in Exchange for Release of Debt by Second Closely-Held Corporation Is a Fraudulent Transfer

Michael A. Rowe

In Motorworld, Inc. v. William Benkendorf, et al. (A-64-15), the Supreme Court of New Jersey held that a corporation’s release of a debt constituted a fraudulent transfer under the Uniform Fraudulent Transfer Act (“UFTA”), N.J.S.A. 25:2-20 to -34.

In 1998, Morton Salkind arranged for his wife, Carole Salkind, to become the sole shareholder of 19 closely held corporations, including: (i) plaintiff Motorwold, Inc. (“Motorworld”); (ii) Fox Development, Inc. (“Fox”); and (iii) Giant Association (“Giant”). Defendant William Benkendorf was the owner of defendant Benks Land Services, Inc. (“Benks”). In 2004, Morton retained Benks to provide landscaping services to some of the companies owned by Carole, including Fox and Giant, but not Motorworld. Over time, Fox and Giant accumulated a debt to Benks of more than $1 million. Later in 2004, Motorworld loaned Benkendorf and his wife, defendant Gundrun Benkendorf, $600,000 so that the Benkendorfs could resolve a tax issue. Carole transferred $499,999 from her personal account into Motorworld’s account and the Benkendorfs executed a Note, stating that they would pay the principal amount. The Benkendorfs also agreed not to use the Note to offset any monies owed to them by any company owned by Carole, including Fox and Giant. Continue reading “New Jersey Supreme Court Rules That Release of Debt of Closely-Held Corporation in Exchange for Release of Debt by Second Closely-Held Corporation Is a Fraudulent Transfer”

The New Jersey High Court Immunizes the State from New Jersey Spill Act Liability for Pre-1977 Discharges

Blank Rome LLP

The New Jersey Supreme Court’s decision in NL Industries, Inc. v. State of New Jersey will frustrate the equitable allocation of cleanup costs at sites involving pre-1977 discharges where the State would otherwise qualify as a responsible party. Such a result would be particularly severe considering the high cleanup price tag for many sites predating 1977. Any party involved in or contemplating such a contribution action against the State should be mindful of this decision when determining how best to proceed. This should include determining whether a federal forum and contribution claims under the NJ Spill Act’s federal counterpart, CERCLA, might achieve a better result. Continue reading “The New Jersey High Court Immunizes the State from New Jersey Spill Act Liability for Pre-1977 Discharges”

NJ Supreme Court Adopts Restatement Second Section 142 to Determine Applicable Statute of Limitations

Jaret N. Gronczewski 

sfsfThe New Jersey Supreme Court has adopted Section 142 of the Restatement (Second) of Conflicts of Law (1971) as the test going forward to determine which State’s statute of limitations applies when there is a conflict between those laws. The Court’s opinion in McCarrell v. Hoffmann-La Roche, Inc., No. A-28-15 (Jan. 24, 2017), authored by Justice Albin, “completes the conversion from governmental-interest standard to the Second Restatement” for tort cases. The Court began that conversion in its opinion in P.V. ex rel. T.V. v. Camp Jaycee, 197 N.J. 132 (2008). The Court believes that its holding will “guide judicial discretion toward more predictable and just outcomes.” Continue reading “NJ Supreme Court Adopts Restatement Second Section 142 to Determine Applicable Statute of Limitations”

Blank Rome’s Adrienne Rogove Appointed Chair of the NJ Supreme Court Committee on the Unauthorized Practice of Law

Blank Rome LLP

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Blank Rome LLP Partner Adrienne C. Rogove has been appointed by the New Jersey Supreme Court as chair of the Committee on the Unauthorized Practice of Law for the 2017 calendar term. Ms. Rogove previously served as vice-chair of the Committee for the 2015 and 2016 terms.

The Committee has jurisdiction over and investigates complaints involving the unauthorized practice of law, attempts to resolve such matters by way of consent agreement, and refers appropriate matters for prosecution. The Committee also renders advisory opinions on issues arising under its jurisdiction. For more information, please visit www.judiciary.state.nj.us. Continue reading “Blank Rome’s Adrienne Rogove Appointed Chair of the NJ Supreme Court Committee on the Unauthorized Practice of Law”