Canter v. Lakewood of Voorhees

22 A.3d 68, 420 N.J. Super. 508, 2011 N.J. Super. LEXIS 117
CourtNew Jersey Superior Court Appellate Division
DecidedJune 28, 2011
StatusPublished
Cited by11 cases

This text of 22 A.3d 68 (Canter v. Lakewood of Voorhees) is published on Counsel Stack Legal Research, covering New Jersey Superior Court Appellate Division primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Canter v. Lakewood of Voorhees, 22 A.3d 68, 420 N.J. Super. 508, 2011 N.J. Super. LEXIS 117 (N.J. Ct. App. 2011).

Opinion

The opinion of the court was delivered by

SIMONELLI, J.A.D.

This is a nursing home negligence action arising from injuries sustained by plaintiff Sanford Canter at the Lakewood of Voorhees Nursing Home, a New Jersey licensed long-term care facility (the nursing home). By leave granted, defendant Seniors Healthcare, Inc. (SHI) appeals from the denial of its motions for partial summary judgment and reconsideration on the issue of whether corporate veil-piercing principles apply to a New Jersey limited partnership, or alternatively, whether there is a genuine issue of material fact as to whether plaintiff established the veil-piercing factors.

We hold that equitable principles, such as veil piercing, may apply to a New Jersey limited partnership but in limited circumstances, such as where a limited partner takes or attempts action not within the safe harbor of N.J.S.A. 42:2A-27b, or dominates and uses the limited partnership to perpetrate a fraud, injustice, or otherwise circumvent the law. Because the record does not establish such circumstances, we reverse.

We begin by explaining the relationship between the various entities and individuals involved in this matter. Defendant Lakewood of Voorhees Associates LP (Lakewood) is a limited partnership formed in 1978 pursuant to the New Jersey Uniform Limited Partnership Law (1976) (NJULPL), N.J.S.A. 42:2A-1 to -73. At its inception, Lakewood was capitalized with at' least $600,000. Lakewood owns and operates the nursing home.

SHI is a Pennsylvania corporation incorporated in 1996. It is a limited partner of Lakewood and holds an 84.12% interest in the partnership. It also is the sole shareholder of defendant Ozal of [513]*513Lakewood, Inc. (Ozal) and defendant Seniors Management-North, Inc. (SMN).

Ozal is a New Jersey corporation incorporated in 1999. Ozal is Lakewood’s general partner and holds a 1% interest in the partnership.

SMN is a New Jersey corporation incorporated in 2000. SMN provides accounting, billing, group purchasing, support and professional-consulting services to the nursing home pursuant to a management agreement. Its employee, Cherly Carnes, is the nursing home’s administrator who controls the nursing home’s day-to-day operations. SMN has no ownership interest in Lakewood, but receives a management fee pursuant to the management agreement. SMN also manages nine other nursing homes in New Jersey, Pennsylvania and the District of Columbia.

Defendant Steven Lazovitz is Ozal’s sole director. He is also a director, officer and majority shareholder of SHI. He is a former general and limited partner of Lakewood and former officer of SMN. Lazovitz executed the original management agreement on behalf of Lakewood when he was the general partner.

Lenard Brown and Robert Sail are directors and employees of SHI and former officers of SMN. SMN paid the salaries of Brown, Sail and Lazovitz until they were placed on SHI’s payroll. SHI pays their salaries from the corporate overhead fees it receives from SMN.

Plaintiffs expert opined, in part, that Lakewood, SHI and SMN “operate as one seamless long[-]term care organization,” and SHI and SMN “exercised significant control” over Lakewood’s operation. Realizing that plaintiff may use this opinion to impose liability on SHI for Lakewood’s negligence, SHI filed a motion for partial summary judgment contending, in part, that corporate veil-piercing principles do not apply to a limited partnership, such as Lakewood, and the NJULPL alone governs a limited partner’s [514]*514liability to third parties.1 Alternatively, SHI contended that even if corporate veil-piercing principles could apply to a limited partnership, there was no genuine issue of material fact that SHI did not dominate Lakewood or use Lakewood to perpetrate a fraud, injustice, or otherwise circumvent the law.

Focusing on the interrelationship between the various entities and individuals, the motion judge applied corporate veil-piercing principles to a limited partnership. The judge concluded there was a genuine issue of material fact as to whether SHI controlled Lakewood, sufficient to hold SHI, Lakewood’s limited partner, liable to third parties for Lakewood’s negligence. The judge made the following findings to support this conclusion: (1) SHI is SMN’s and Ozal’s sole shareholder; (2) SHI owns approximately 84% of Lakewood, whereas Ozal only owns 1%; (3) the entities did not observe corporate formalities; (4) there is “extensive commonality of ownership and of officer involvement” among the entities; and (5) Lakewood did not carry liability insurance, regardless of whether it was required to have such insurance. The judge also concluded,

Because of various factors ... the nature and extent of the control here exhibited ultimately by [SMN] and the interconnection between these various entities and the persons involved with respect to them, I am left to conclude that, in terms of [SHI’s] role as a limited partner, there is a genuine issue of material fact as to its overall role in this enterprise and specifically whether it, [SHI], is effectively the general partner ... of Lakewood ... or the equivalent thereof.
Again, I acknowledge the respect that is to be afforded to corporate [form] or the equivalent thereof in the context of a limited partnership as set forth in Verni [v. Harry M. Stevens, Inc., 387 N.J.Super. 160, 903 A.2d 475 (App.Div.2006), certif. denied, 189 N.J. 429, 915 A.2d 1052 (2007) ] and [N.J. Dep’t of Envtl. Prot. v.] Ventron [Corp., 94 N.J. 473, 468 A.2d 150 (1983) ] ... and yet, when there is direct involvement in the conduct, I am satisfied that [SHI] is not entitled to ... summary judgment ... because I am not convinced, as a matter of law, that that’s the case. [SHI] may be effectively a general partner, given the nature of this arrangement and, ... otherwise, because of the interrelationship with all the other entities—and I say this with respect to all these entities—summary judgment in its favor is not appropriate.

[515]*515Notably, the judge did not find that SHI was substantially involved in Lakewood’s day-to-day operations; rather, he found that SMN and its employees are involved in Lakewood’s day-today operations. Also, the judge made no finding whether SHI used Lakewood to perpetrate a fraud, injustice, or otherwise circumvent the law.

The judge subsequently denied SHI’s motion for reconsideration. SHI then filed a motion for leave to appeal from the denial of both motions, which we granted. On appeal, SHI contends the judge erred in applying corporate veil-piercing principles to Lakewood, a limited partnership. It argues that only the NJULPL applies in this case and its “safe harbor” provision, N.J.S.A. 42:2A-27b, shields SHI from any liability for Lakewood’s negligence. Alternatively, SHI contends that even if corporate veil-piercing principles could apply to a limited partnership, the judge: (1) erroneously found there was a genuine issue of material fact as to the first prong of the corporate veil-piercing test, that is, that SHI dominated Lakewood; and (2) failed to find the second prong, that is, that SHI used Lakewood to perpetrate a fraud, injustice, or circumvent the law.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cite This Page — Counsel Stack

Bluebook (online)
22 A.3d 68, 420 N.J. Super. 508, 2011 N.J. Super. LEXIS 117, Counsel Stack Legal Research, https://law.counselstack.com/opinion/canter-v-lakewood-of-voorhees-njsuperctappdiv-2011.