New Jersey State Bar Association Treasurer Diana C. Manning and Special Civil Part Committee Immediate Past Chair Tracey Goldstein discussed proposed Court Rule amendments at a hearing on recent reports issued by the Judiciary’s various rules committees. The New Jersey Supreme Court holds the public hearing each spring.
Commenting on the Civil Practice Committee report, Manning noted the NJSBA supports the proposals relating to civil practice, but suggested language changes meant to clarify the amendments further. “We offer these comments in the spirit of cooperation,” said Manning, noting a shared goal of “establishing procedures that are clear, fair to all parties and advance the interests of and access to justice.”
NJSBA-suggested clarifications include ensuring that all attorneys have an opportunity to confer with non-party organizations before depositions to make sure the individual presented for deposition has the requisite knowledge of the matters involved; clearly providing the circumstances under which third-party observers can attend independent medical examinations; and confirming that a civil arbitration award is transmitted by the arbitrator and filed by the civil division manager.
Goldstein addressed concerns with proposed amendments to the rules governing ejectment actions. The NJSBA opposes a proposal to require separate actions for possession of property and monetary damages. Goldstein said such a requirement would be impractical, unnecessary and would likely hinder the resolution process.
The Court indicated it would take the NJSBA’s comments under consideration.
The NJSBA’s full comments can be found on njsba.com.
NJSBA Offers Guidance to Appellate Division as Amicus Curiae on Procedures for Rescission of LLC Dissolution and Termination Documents
The NJSBA appeared as a friend of the court in a recent appeals court argument on a critical business law issue.
“New Jersey statutes do not allow for the Division of Revenue to rescind a dissolution or termination of an LLC,” explained Gianfranco A. Pietrafesa in oral argument before the Appellate Division for amicus New Jersey State Bar Association (NJSBA). “An LLC can only be brought back by a Court exercising its equitable authority.”
In Patel and Shiv Hospitality, LLC v. Dept. of Treasury, Division of Revenue and Enterprise Services, the Appellate Division must decide whether and under what circumstances the Division of Revenue can reverse a certificate of dissolution and termination filed on behalf of an LLC. Shiv Hospitality, LLC was formed Nov. 20, 2003 and, after various member and agent changes over the years, a certificate of dissolution and termination was filed in Dec. 2019.
The plaintiff alleges the certificate was filed in error, as all of the LLC’s member/managers had assigned their interest to him and he became the sole owner and member in Nov. 2019. He sought to have the dissolution/termination canceled, but the Division of Revenue declined, claiming it has no statutory authority to take such action on its own. He appealed to the Appellate Division to grant its request for the LLC to be reinstated.
The NJSBA agreed that the Court can enter a judgment rescinding the dissolution/termination documents, but urged that a record should be developed first. Pietrafesa, a past chair of the NJSBA’s Business Law Section, also suggested that guidance from the Appellate Division in a written opinion on the topic would be helpful to the bar.
The Court took the matter under advisement.