Commercial Disputes

Business relationships can quickly turn sour, resulting in many expensive and unproductive hours of discussion between the two parties. It is crucial to retain an experienced and skillful attorney if your business may be involved in litigation in the near future. At Leopold Law, our Bergen County commercial litigation lawyer can provide knowledgeable and experienced counsel if a business relationship has broken down. Many of these situations arise from a shareholder or partnership dispute or a breach of contract.

Commercial disputes can include disputes about employer-employee agreements, construction contract disputes, shareholder disputes related to deceptive acts, fraud, real estate litigation, community association disputes, corporate buyouts, collections, or the dissolution of the business. In some cases, commercial disputes are tort-based. That is, they arise from a social wrong. For example, in New Jersey, it is possible to recover damages for tortious interference with prospective economic advantage.

Perhaps the most common basis for a commercial dispute, however, arises from a breach of contract. Sometimes corporate litigation arises between two businesses that negotiated an agreement at arms-length. For example, a vendor may have agreed to provide a particular service to another business, which it then did not provide, resulting in damages. The plaintiff in such a case would be the business that was to receive the goods. A commercial litigation attorney in Bergen County would need to help it prove that the parties had a contract, the plaintiff did what was required by the contract or was excused from performance, the defendant breached the contract by not performing, and the plaintiff suffered costs or losses as a result.

However, a contract must be valid. While many oral contracts are valid, some contracts need to be in writing to be enforceable. Additionally, the terms of the contract must be clear enough that the parties could understand what they were required to do to perform under the contract. In some cases, commercial disputes turn on the interpretation of words and phrases utilized in the contract. A business being sued for a breach of contract may have a number of defenses, including statute of limitations, statute of frauds, mistake, duress, fraud, mistake, and novation.

Most often, a plaintiff can recover compensatory damages for a breach of contract in a commercial dispute. It may be able to recover special damages or restitution. Punitive damages are rarely awarded in a breach of contract lawsuit.

A civil action can also arise when a partnership or shareholder agreement is breached. Partners owe each other a fiduciary duty, in addition to any duties that are spelled out in the partnership agreement and other documents. It may be necessary to bring not only breach of contract claims but also breach of fiduciary duty claims. A fiduciary relationship is found when one party (the beneficiary) places trust and confidence in another party that is in a superior position (the fiduciary). The fiduciary is under a duty to act with the highest degree of care in acting or providing advice for the beneficiary on issues within the scope of their relationship. The duties involved include a duty of loyalty and a duty to use reasonable skill and care. Self-dealing is one type of breach of fiduciary duty.

In other commercial disputes, one party intentionally deceives the other. Common law fraud requires a Bergen County commercial litigation attorney to prove that there was a material misrepresentation of a fact that existed in the past or present, the defendant knew that it was false, the defendant intended the plaintiff to rely upon it, the plaintiff reasonably did rely upon it, and actual damages were incurred as a result.

Sometimes, it may be appropriate to pursue remedies under the New Jersey Consumer Fraud Act, which makes it illegal for anybody to use or employ a deception, fraud, false promise, misrepresentation, false pretense, or unconscionable commercial practice. This law also prohibits the knowing concealment, omission, or suppression of material facts while intending others to rely upon them in connection with the sale or advertisement of real estate or merchandise. The other person does not actually need to be damaged, deceived, or misled to pursue remedies under this law.

If you are concerned about a commercial dispute in Northern New Jersey, you should retain an experienced litigator. At Leopold Law, we serve clients in Bergen, Passaic, Hudson, and Essex Counties, among other areas of Northern New Jersey and some areas of New York. Call us at (201) 345-5907 or contact us via our online form to set up a free consultation.