Dunn Lambert, LLCNJ Business Law & Commercial Litigation Attorneys | Dunn Lambert, LLC2026-06-27T18:16:23Zhttps://www.njbizlawyer.com/feed/atom/WordPress/wp-content/uploads/sites/1602439/2021/03/cropped-Favicon-32x32.pngOn Behalf of Dunn Lambert, LLC<![CDATA[Why should small business owners take disputes seriously?]]>https://www.njbizlawyer.com/?p=508612026-06-27T18:16:23Z2026-06-27T18:16:23Zdisruptions that a small business owner might experience. These happen for a variety of reasons, including missed payments, unclear contract terms, customer disagreements, vendor issues or employee complaints. At first, the issue may be manageable, but it can quickly become a financial, legal or operational issue if it’s not handled properly.
Why do disputes have a significant impact on small businesses?
Small business owners usually have limited time and cash flow. They may have a limited support staff. Disputes that wouldn’t place pressure on a larger company may lead to significant disruption for a small business. This can come in the form of lost productivity, damaged relationships and unexpected legal consequences.
How can small business owners reduce the likelihood of a catastrophic disruption?
Taking a dispute seriously doesn’t mean that the small business owner will automatically escalate every dispute. Instead, it means honestly reviewing the facts, preserving records and responding in a professional manner. Early attention may help to prevent missed deadlines, and it may prevent it from seeming like the small business owner doesn’t care about the dispute.
Using clear contracts, consistent billing practices and writing workplace policies may help to reduce workplace conflicts and make it possible to resolve disputes quickly. When that’s not possible, it’s beneficial for the small business owner to have someone on their side who can assist with protecting the business’ best interests.]]>On Behalf of Dunn Lambert, LLC<![CDATA[Breach of fiduciary duty can lead to business litigation]]>https://www.njbizlawyer.com/?p=508602026-06-15T13:38:29Z2026-06-15T13:38:29Zbreach of fiduciary duty.
Conflicts with business partners
Say that there are two partners who own a business together. Each partner has a fiduciary duty to the company. When making key decisions, they have to put the company's best interests first and try to avoid causing financial harm.
One partner may believe that the other has violated that fiduciary duty. Say that one business partner was in charge of financial transactions, while the other handled product design and day-to-day operations. If the partner with financial authority used it to benefit themselves, they may have breached their fiduciary duty to the business. They could cause financial harm to the company that causes its value to drop, which in turn harms their business partner.
In the end, the partner who has suffered that harm may have to turn to litigation, which could potentially result in one business partner having to leave the company entirely. These can certainly be complex commercial litigation cases, which is when it is so helpful to work with an experienced attorney when scenarios like this arise.]]>On Behalf of Dunn Lambert, LLC<![CDATA[Business partnerships and financial conflicts]]>https://www.njbizlawyer.com/?p=508592026-06-01T16:43:36Z2026-06-01T16:43:36ZOne potential reason for conflict in a business partnership is that there are financial issues the partners have not resolved. This is why it can often be helpful to draft a partnership agreement addressing these issues upfront.
Financial conflicts can grow complicated and emotional. They often lead to litigation when the business partners cannot find a resolution on their own. Below are a few examples of potential conflicts.
Issues with contributions
First and foremost, when partners start a new business, they need to be very clear about what they are each expected to contribute. Are they directly investing their own money in the business? How much time and effort are they going to have to contribute? Never make assumptions about these key details.
Splitting up earnings
The division of revenue or profits can also lead to conflict. One business partner may accuse the other of misappropriating company funds for their own use. There could also just be conflicts about how much each person expects to take as a wage or a salary.
Dividing ownership percentages
Finally, the contributions that business partners make to the business sometimes help define their ownership percentages. It is important to address how much of the business each person owns. If the partners decide to sell the business in the future, they need to know exactly what percentage of the proceeds to expect. Ownership percentages can also dramatically affect how partners make decisions about the future of the company.When conflicts over decision-making, ownership rights or financial contributions do lead to litigation, business partners must understand their legal options.]]>On Behalf of Dunn Lambert, LLC<![CDATA[What triggering events allow for the use of a buy-sell agreement?]]>https://www.njbizlawyer.com/?p=508572026-05-16T12:47:34Z2026-05-16T12:47:34ZMost buy-sell agreements have similar standards
While various aspects of buy-sell agreements need to reflect the unique business created, the triggering events that allow one partner to acquire the other’s interest in the company are often roughly the same. The most common triggering events include:
The death of a partner
The decision to retire
One partner becoming incapacitated
A voluntary exit from the company to pursue another business opportunity or job
An involuntary exit triggered by a breach of fiduciary duty
A partner hoping to purchase the company using a buy-sell agreement generally needs to follow the terms outlined in the contract. They also need documentation affirming that a triggering event has occurred.
Working with a lawyer familiar with business buyouts or partnership breakups can help partners navigate a potentially contentious process as calmly and effectively as possible. A review of a buy-sell agreement can help people determine if qualifying events have occurred and if they are in a position to buy out a partner.]]>On Behalf of Dunn Lambert, LLC<![CDATA[Business divorce vs. dissolution: what’s the difference and why it matters]]>https://www.njbizlawyer.com/?p=508562026-05-06T18:49:22Z2026-05-06T18:49:22Z growth has stalled or visions for the future diverged. Whatever has led to this point, business owners who find themselves considering a business divorce have several exit paths. Dissolution is only one of them. The choice for how to move forward with the split can have a direct impact on taxes, liabilities, timing, leverage and your professional reputation.
The following will provide an overview of some of the more common options and information to consider to help guide you towards the right choice to support your plans for the future.
Defining the terms
First it is important to understand the terminology. Business divorce describes a separation between owners. In this situation, one partner plans to exit and control of the business shifts. This can result in a change in governance and reallocation of assets. Dissolution, in contrast, ends the entity. The distinction matters because dissolution triggers a formal windup, creditor notice issues, potential personal exposure for improper distributions and tax consequences tied to liquidation.
Common exit paths, how they compare
Common exit routes often include the following options. Each route changes cash flow, risk and the projected timeline:
Buyout: One owner purchases the other’s equity. Taxes vary by structure. Asset sale treatment may increase tax cost. Stock or membership interest sale may shift taxes to capital gain. Liabilities may remain with the company, requiring indemnities, releases and payoff agreements. Timing depends on valuation, financing and dispute resolution.
Dissolution: The entity liquidates. Taxes may include gain on assets. Loss limitations may apply. Liabilities require strict payoff sequencing. Timing often lengthens due to windup tasks, creditor claims and lease terminations.
Third-party sale: Sale to a strategic buyer or private equity buyer. Taxes depend on whether it is an asset or equity deal. Liabilities can be negotiated through reps, warranties, escrows and RWI insurance. Timing depends on diligence, regulatory review and financing.
These options rarely present equal leverage. The best path aligns business realities with tax efficiency, risk tolerance and how quickly you want the process to move along.
Valuation method, earnouts, seller notes, appraisal rights
Potential tax implications
Any debts
Potential liabilities
Ideal timeline for completion
Once these facts are clear, counsel can model outcomes, draft enforceable terms and reduce post exit disputes.There are many ways to finalize a business divorce. Dissolution remains the most final while a buyout preserves continuity and a sale translates to funds that can help transition into your next endeavor. The right choice hinges on taxes, liabilities and timing. With careful planning and clear goals, you can turn a painful separation into a controlled transition.]]>On Behalf of Dunn Lambert, LLC<![CDATA[Different priorities could lead to the breakdown of a partnership]]>https://www.njbizlawyer.com/?p=508552026-05-01T12:40:36Z2026-05-01T12:40:36Zconflicts over priorities could still cause significant harm to that partnership. When both people have different goals, they may eventually feel that they are working against one another or that the other partner is holding them back.
Does it matter who is right or wrong?
No, in questions like this, there often is not a right or wrong answer. It is just a matter of personal priority, which is why it can lead to such significant conflicts.
For instance, perhaps one business partner wants to focus on building up a single location and providing the best possible customer experience, even if that is expensive for the business. The other partner wants to expand the business and focus on making as much money as possible, even if the customer experience suffers.
Both can argue in favor of their position. But there is clearly a fundamental difference in their priorities and their long-term goals for the business. They are trying to build it in different ways, and that alone can lead to a constant string of conflicts within the partnership.
Dissolving a partnership
Business partners are sometimes able to work to find compromises and solutions, but this is not possible in every case. If you and your business partner decide that it is time to go your separate ways, be sure you understand what legal steps are necessary when dissolving that partnership. Seeking legal guidance is a good way to get started.]]>On Behalf of Dunn Lambert, LLC<![CDATA[What is the difference between defamation and trade libel?]]>https://www.njbizlawyer.com/?p=508542026-04-17T15:49:01Z2026-04-17T15:49:01ZDefamation: An attack on character
Defamation is a false statement of fact about your business or leadership that damages your reputation. In New Jersey, defamation includes libel and slander under common law principles. This can include accusations of unethical behavior, dishonesty or incompetence.
For a defamation claim in New Jersey, you must show:
The statement must be a false assertion of fact, not an opinion
The statement was told or written to at least one third party
The level of fault required depends on whether the business is a "public figure" or a private entity.
Trade libel: An attack on products and services
Trade libel, also known as commercial disparagement, focuses on false statements about your products or services rather than your overall reputation. Unlike general defamation, trade libel is much harder to prove because it requires "special damages.”
If you want to file a trade libel case, a general claim of reputational harm is not enough. You must prove a specific financial loss, such as a canceled contract or a documented drop in sales directly linked to the false statement. Additionally, you must prove the person knew the statement was false or acted with reckless disregard for the truth.
Taking legal action
False statements can disrupt more than your reputation or product sales. You may see declines in customer confidence or hesitation from partners. Sometimes the harm from both defamation and trade libel may overlap. A false statement about a product may also damage your overall reputation.
If false statements are harming your business, consider seeking legal counsel who can help evaluate your situation.]]>On Behalf of Dunn Lambert, LLC<![CDATA[How business valuation disputes are resolved in New Jersey]]>https://www.njbizlawyer.com/?p=508492026-04-06T07:38:18Z2026-04-06T07:38:18ZWhen business partners in New Jersey decide to go their separate ways, the hardest question is often the simplest one: what is the business worth? The answer determines how much a departing owner receives or how much a remaining owner pays. When both sides bring different numbers to the table, the dispute can stall the entire separation.
Why valuations rarely match
Two qualified experts can review the same company and still reach different values. Each one may use a different method, estimate future earnings differently or take a different view of risk. Those choices shape the final number. The partner buying the business usually pushes for a lower value. The partner leaving wants a higher one. That tension makes valuation the most disputed part of a business separation.
Three methods courts commonly consider
New Jersey courts weigh the method that best reflects the nature of the business. The three most common approaches are:
Income-based: Projects future earnings and calculates what those earnings are worth today, often used for companies with steady cash flow.
Market-based: Compares the business to similar companies that have recently sold, which works well when reliable comparables exist.
Asset-based: Adds up the value of everything the company owns, both tangible assets like equipment and intangible ones like goodwill, and subtracts its liabilities.
Courts may also blend approaches when no single method captures the full picture.
Whether valuation discounts apply
Disputes often center on valuation discounts. A minority interest discount lowers the value of a smaller ownership share. A marketability discount reflects how hard it can be to sell an interest in a private company.These adjustments can change the value by hundreds of thousands of dollars. But New Jersey courts do not always allow them. In oppressed shareholder claims and statutory buyouts, courts use a “fair value” standard. That standard generally bars these discounts so the departing owner does not lose value for holding a smaller stake.
How the court decides between competing experts
When each side presents a different valuation, the judge can adopt one expert's conclusion, reject both and reach an independent figure or combine elements from each report. The expert’s credibility, the reliability of the data and the fit between the chosen methodology and the business matter most.]]>On Behalf of Dunn Lambert, LLC<![CDATA[How to resolve commercial disputes without going to trial]]>https://www.njbizlawyer.com/?p=508482026-03-12T07:43:35Z2026-03-13T04:00:28ZStart with a clear assessment of the dispute
Before taking action, try to understand the cause of the conflict. Your company may claim a contract breach. However, the real concern might involve reliability, financial pressure or a shift in business priorities.
Review the contract, emails and timeline of events. These details can show where the problem began. Many companies also involve legal counsel and managers who handle the relationship daily.
Attempt direct negotiations with the other party
Many commercial disputes begin with direct negotiation. Each side must explain its concerns and work toward a compromise. For example, a disagreement with a supplier may end with new delivery schedules or payment terms.
Use mediation with the help of a professional
When negotiations become difficult, mediation can help your company restart productive discussions. A neutral mediator guides both sides through structured conversations. This process may help your business find practical solutions.
Resolve the dispute through arbitration
Arbitration may provide you with a more structured process outside of court. An independent arbitrator reviews evidence and issues a decision that both parties must follow. In New Jersey, state programs encourage alternative dispute resolution. These programs include mediation and arbitration to help businesses resolve disputes.
Before moving toward litigation, it helps to understand the different ways businesses can address disputes without going to trial.
Addressing disputes while protecting your business
Commercial disputes can affect your company’s contracts, relationships and financial stability. Many companies resolve conflicts through negotiation, mediation or arbitration. However, if these efforts do not work, pursuing commercial litigation may be your next step to protect your business.
Understanding these options can help you approach disputes calmly. If you know the available options from the start, you can make better decisions for your business.]]>On Behalf of Dunn Lambert, LLC<![CDATA[Removing a business partner for misconduct in New Jersey]]>https://www.njbizlawyer.com/?p=508422026-03-09T11:14:17Z2026-03-09T11:14:17ZIf your business partner commits misconduct, you cannot simply push them out. New Jersey law and your company’s written agreement control what you can do. Acting without legal authority can expose you and the business to lawsuits.
Review your governing documents first
Your operating agreement or partnership agreement is the starting point. It usually explains how a partner can be removed and what steps you must follow. Look for provisions that address:
Removal for cause: Grounds such as breach of fiduciary duty or illegal conduct.
Voting requirements: Majority or unanimous consent provisions.
Notice rules: Written notice and meeting procedures.
Buyout terms: Valuation method for the ownership interest.
You must follow these rules exactly. Missing a required step could lead to a breach of contract claim.
When court intervention may be required
If your agreement does not allow forced removal, you may need to ask a court for help. Under N.J.S.A. 42:2C-46, a judge may order expulsion of a member in limited circumstances. These may include:
Wrongful conduct: Behavior that seriously harms the company.
Material breach: Ongoing or serious violations of the agreement or fiduciary duties.
Impracticability: Conduct that makes it unreasonable to continue operating together.
Unanimous vote in narrow cases: When it becomes unlawful to do business with that person.
Courts do not grant removal lightly. You must show clear evidence that the misconduct has materially affected the business.It is also important to understand that ownership is a property right. Firing a partner as an employee does not remove their ownership interest. If you try to strip ownership without authority, you could face counterclaims.
Why legal guidance matters
Removing a partner for misconduct involves contract terms, fiduciary duties and state statutes. Even small mistakes can create major financial risk.A New Jersey business attorney can review your agreement, assess the misconduct and determine whether court action is appropriate. Proper guidance can help you protect your ownership interest and reduce the risk of further disputes.]]>