The Law Offices of Paul H. Appel – Your Trusted Business Law Partner in New Jersey
Monmouth County · New Jersey
From marine and repair businesses near the bayshore to retail along Route 35 and consultants working from home, Middletown Township's owners bring a wide range of problems. These are the ones that come up most, with the first thing to do about each.
Middletown Township, Monmouth County
Middletown stretches from the Sandy Hook and Raritan Bay shoreline inland across Route 35, Route 36 and the Garden State Parkway, with NJ Transit's North Jersey Coast Line running through. The variety of its businesses is matched by the variety of their legal problems.
A boatyard, a family-run shop on a highway, and a consultant commuting by train will never face exactly the same issue. What they share is a tendency to deal with legal questions informally until they cannot. This page sorts the most common Middletown problems by what is usually at stake.
Paul meets Middletown clients at the Freehold office by appointment, or by phone and video. For an outline of every service the firm offers businesses in the county, see the Monmouth County business attorney page.
At a glance
| Problem | What is at stake | Where to start |
|---|---|---|
| Two equal shareholders cannot agree on anything | Control of the company and the value of each stake | Shareholder agreement, bylaws, recent minutes |
| You want to sell to long-time employees | Getting paid in full if they finance the price over years | A realistic valuation and a seller-financing term sheet |
| A customer left a boat, vehicle or equipment and stopped paying | Storage charges and your right to deal with the property | Your work order, storage terms and contact history |
| A home consulting practice has grown beyond a side job | Personal liability for contracts and client claims | Current contracts and how clients pay you |
Working through them
Deadlock
Read the shareholder agreement for a buy-sell, shotgun or mediation clause. If there is none, New Jersey's Business Corporation Act gives courts remedies for some deadlocked or oppressive situations in closely held corporations, but litigation is slow and costly. A structured negotiation, often with a mediator, is usually the first stop. See resolving shareholder disputes.
Employee sale
Employees rarely have the cash to pay the full price, so the seller often finances part of it. Protect that by taking security in the business assets, personal guaranties where appropriate, financial reporting rights and clear default remedies. The firm's guidance on negotiating seller financing explains the terms that matter.
Abandoned property
Repair shops and boatyards often end up storing property for customers who stop answering. Do not sell or scrap it on your own judgment. Your rights depend on your written terms and on statutory procedures that require notice. Send dated written notices, keep records, and get advice before taking action.
Home business
Signing client contracts in your own name puts personal assets behind every promise. Forming an LLC and moving contracts and bank accounts into it creates separation, if you then keep it separate. See LLC formation in New Jersey.
Selling to employees
These protect a seller who is effectively lending part of the purchase price.
Every sale is different, and your accountant should review the tax structure before you sign.
Middletown questions
Only if your agreements provide a mechanism or a court grants relief. Many shareholder agreements include buy-sell provisions that let one owner trigger a sale. Without one, New Jersey law allows a court to order remedies in some closely held corporation disputes, including a buyout, but the standard is fact-specific. Most deadlocks end in a negotiated purchase, which is quicker and keeps the business running.
There is risk, because your payment depends on the business doing well under new owners. You can reduce it with a meaningful down payment, a security interest in the assets, personal guaranties, reporting obligations and covenants restricting new debt. Some sellers also keep a role during a transition period. The goal is to stay paid without micromanaging the people you sold to.
Once you are signing contracts with clients, carrying meaningful liability, or earning enough that a mistake could reach your personal savings. An LLC can limit personal exposure for business obligations, but only if you sign in the company's name, keep separate accounts and maintain basic records. Ask your accountant about the tax treatment before forming.
Nearby
Your attorney
Every matter at the firm is handled personally by Paul — the same attorney reads the documents, gives the advice and negotiates on your behalf.
Contact
Describe what the business is dealing with — a contract on your desk, a deal in progress, a dispute or a company you are about to form. You will hear back from the attorney who handles the work.
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