Greenbaum Rowe Smith & Davis Newsletter

Transactions

• On April 10, 2008, Steven C. Delinko and Robert S. Goldsmith, partners in the Real Estate Department, were recognized for their efforts by our client, Prism Capital Partners, and the Township of West Orange at a ground breaking ceremony for Edison Village in downtown West Orange. Edison Village is a $250 million Redevelopment Project, and the largest non-waterfront Redevelopment Project ever to be built in the State of New Jersey. Steve and Bob, on behalf of and in conjunction with Prism Capital Partners, negotiated a Redeveloper’s Agreement with the Township of West Orange, and worked to re-zone the Redevelopment Area under an ambitious and comprehensive plan. Mr. Delinko and Robert Beckelman, an associate in the Real Estate Department, have also been successful in connection with the acquisition, assemblage and development of properties within the Redevelopment Area for the purpose of constructing a development consisting of 691 residential units, a 650 space parking facility and 18,000 square feet of retail space, creating the community to be known as Edison Village. While a condemnation action was initially commenced, Prism did not have to pursue the litigation with existing tenants and property owners as GRSD was successful in negotiating arm’s length agreements with all of the tenants and property owners. Phase I of the Redevelopment Project is scheduled to open in 2009.

 

• On June 24, 2008, the Superior Court of New Jersey, Appellate Division, issued two Opinions in cases involving Somerville’s redevelopment of the Landmark Shopping Center, the western anchor of Main Street in Somerville. GRSD represents the redeveloper, JSM at Somerville, LLC. In Pathmark Stores, Inc. v. JSM at Somerville, the Appellate Division affirmed the decision of Judge Coyle, Superior Court, Warren County, in a suit brought by Pathmark Stores, Inc., against JSM. After a two-week trial, Judge Coyle dismissed all damage claims against JSM. The Appellate Division held that, under the circumstances of this case, a landlordowner could agree with a municipality to become a redeveloper, and ultimately participate in the condemnation of the tenant’s lease without violating the covenant of good faith and fair dealing. In Borough of Somerville v. Pathmark Stores, Inc., et al., the Appellate Division upheld the decision of Judge Ciccone, Superior Court of New Jersey, Somerset County, in the condemnation action condemning Pathmark’s lease. The Appellate Division held, among other things, that Pathmark was collaterally estopped from attacking the redevelopment resolutions. Judge Ciccone had also held that, under the terms of the lease, Pathmark was not entitled to the value of the unexpired term of its lease as part of its “just compensation.” The Appellate Division held that Pathmark’s challenge to this ruling by Judge Ciccone was not yet ripe for review. Partners William D. Grand and Emily A. Kaller represented JSM at Somerville in the proceedings.

 

• The Product Liability Practice Group obtained summary judgment for Honda in two significant cases in June. In Wojcik v. Honda, Judge Allison Accurso of the Superior Court of New Jersey, Somerset County, granted Honda’s motion and dismissed the plaintiff ’s claim that she was injured while operating a 2004 TRX 400 EX all terrain vehicle. The Honda team on the Wojcik case included partners Robert M. Goodman and C. Brian Kornbrek and associate Adam B. Kaplan.

 

In the second case, Hogan v. Honda, Judge Jean McMaster of the Superior Court of New Jersey, Gloucester County, granted Honda’s motion for summary judgment after a two day hearing. The case involved a claim that Honda failed to adequately warn plaintiff that operation of a 1993 Honda CBR 600 motorcycle by an inexperienced motorcycle rider was hazardous. The Hogan decision is noteworthy because Judge McMaster specifically relied on the Appellate Decision Opinion in Koruba v. Honda in which the firm also represented Honda and because another motorcycle manufacturer had previously settled a factually identical case with the attorneys representing Hogan for $2.8 million. Messrs. Goodman and Kornbrek and associate Stacy M. Manobianca worked on the motion and hearing. Partner Hany A. Mawla and associate Gregg H. Hilzer also worked on the case.

 

• On April 3, 2008, the New Jersey Supreme Court held that Marty Richards, Broadway and film producer, and producer of the Academy Award Winning movie Chicago, was within the class of beneficiaries of the 1961 J. Seward Johnson, Sr. Charitable Trust. Alan S. Naar and Olivier Salvagno, partners of the Litigation Department, successfully represented Mr. Richards in the twelve year case that ultimately recognized him, the surviving spouse of Mary Lea Johnson, one of J. Seward Johnson’s four oldest children, as a beneficiary under the 1961 Trust. The Trust was established by Johnson in 1961, and for the first 35 years, the Trustees were required to make distributions to charities. Starting in 1997, the Trustees were required to make distributions to a class of beneficiaries that includes Johnson’s four oldest children, “their spouses, and their issue.” The Supreme Court held that under the doctrine of probable intent (which analyzes what J. Seward Johnson, the grantor of the Trust intended when the Trust was created, and what he would have done had he envisioned the present dispute), Johnson probably intended that surviving spouses of his four oldest children named in the Trust be included within the class of “spouses” beneficiaries eligible to receive distributions from the Trustees of the Trust. The Trust had a value at the time of the trial of approximately $300 million. The Supreme Court affirmed the decision of the Superior Court of New Jersey, Appellate Division, which in turn had affirmed the decision of Judge Joseph C. Messina, Superior Court, Chancery Division, who had held in favor of Richards after a six day trial conducted in 2003. Mr. Naar and Mr. Salvagno represented Mr. Richards in connection with the trial court, Appellate Division, and Supreme Court proceedings.

 

• Partner Alan E. Davis and other members of the Corporate Department were involved in the following transactions:

- The combination of two major east coast accounting firms, Amper, Politziner & Mattia, P.C. and Goldenberg Rosenthal LLP. The combination — one of the industry’s biggest in the last four years — creates, nationally, a Top 25 firm with 84 partners, 600 total employees and annual revenues of $113 million. A number of GRSD attorneys played key roles in the transaction. W. Raymond Felton, the chair of the Corporate Department and co-managing partner, along with corporate associate Catherine S. Shimsky, Employee Benefits chair Thomas C. Senter and associate Lisa J. Clapp, and Tax, Trusts & Estates partner Peter D. Crawford, Jr., all contributed to the successful transaction.

- The sale of the real estate and business assets of Shadow Isle Golf Club to Trump National Golf Club Colts Neck LLC. The team members who assisted Mr. Davis with the Shadow Isle sale were real estate partner Robert S. Schachter, tax counsel Allen V. Brown, banking and finance partner Lawrence P. Maher, corporate partner Marina Solo and corporate associate Lindsay M. Wills.

- The sale of Main Auto Sales Inc., trading as Madison Jaguar, out of bankruptcy. Partner David L. Bruck, chair of the Bankruptcy and Reorganization Practice Group, handled the bankruptcy proceedings and Corporate Department partner Eric H. Melzer assisted both Mr. Bruck and Mr. Davis.