SULCOV v. 2100 LINWOOD OWNERS, INC.


303 N.J. Super. 13 (1997)

SIDNEY AND EVELYN SULCOV, LILA KAHAN, IRVING AND LULU KAUFMAN, STEPHAN AND MAXINE SANDS, AND MORTON AND SHIRLEY MOCK, INDIVIDUALLY AND ON BEHALF OF FORMER SUBSCRIBERS/PURCHASERS OF THE COMMON STOCK OF 2100 LINWOOD OWNERS, INC., SIMILARLY SITUATED, PLAINTIFFS-RESPONDENTS, v. 2100 LINWOOD OWNERS, INC., A CORPORATION OF THE STATE OF NEW JERSEY AND BOARD OF DIRECTORS, JOHN DOE AND JANE DOE, REPRESENTING THE BOARD OF DIRECTORS, DEFENDANTS-APPELLANTS. JOEL AND FRANCINE ZELNIK, ELI ROSEN, HORTENSE R. LAWN, HARVEY AND DOROTHY STAUB, AND NEAL HARTMANN, INDIVIDUALLY AND ON BEHALF OF FORMER SUBSCRIBERS/PURCHASERS OF THE COMMON STOCK OF MEDITERRANEAN TOWERS WEST OWNERS, INC., PLAINTIFFS-RESPONDENTS, v. MEDITERRANEAN TOWERS WEST OWNERS, INC., A CORPORATION OF THE STATE OF NEW JERSEY AND BOARD OF DIRECTORS, AND JOHN DOE AND JANE DOE, REPRESENTING THE BOARD OF DIRECTORS, DEFENDANTS-APPELLANTS. MARYANN MCINTYRE, HELEN AND HAL MILES, SUSAN J. HABER, JOHN RUSH, AND JAMES VILLAMANA, INDIVIDUALLY AND ON BEHALF OF FORMER SUBSCRIBERS/PURCHASERS OF THE COMMON STOCK OF 1170 APARTMENT CORP., SIMILARLY SITUATED, PLAINTIFFS-RESPONDENTS, v. 1170 APARTMENT CORP., A CORPORATION OF THE STATE OF NEW JERSEY AND BOARD OF DIRECTORS, JOHN DOE, AND JANE DOE, REPRESENTING THE BOARD OF DIRECTORS, DEFENDANTS-APPELLANTS. BARBARA BEN-DAVID, AND ABDOLLAH YAMANI, INDIVIDUALLY AND ON BEHALF OF FORMER SUBSCRIBERS/PURCHASERS OF THE COMMON STOCK OF BRIDGE PLAZA CO-OP, INC., SIMILARLY SITUATED, PLAINTIFFS-RESPONDENTS, v. BRIDGE PLAZA CO-OP, INC., A CORPORATION OF THE STATE OF NEW JERSEY AND BOARD OF DIRECTORS, JOHN DOE AND JANE DOE, REPRESENTING THE BOARD OF DIRECTORS, DEFENDANTS-APPELLANTS. STANLEY AND DIANE HABER, INDIVIDUALLY AND ON BEHALF OF FORMER SUBSCRIBERS/PURCHASERS OF THE COMMON STOCK OF REGENCY CO-OP, INC., PLAINTIFFS-RESPONDENTS, v. REGENCY CO-OP, INC., A CORPORATION OF THE STATE OF NEW JERSEY AND BOARD OF DIRECTORS, JOHN DOE AND JANE DOE, REPRESENTING THE BOARD OF DIRECTORS, DEFENDANTS-APPELLANTS. BRUCE BRONSTER AND RUDOLPH MOSCA, INDIVIDUALLY AND ON BEHALF OF FORMER SUBSCRIBERS/PURCHASERS OF THE COMMON STOCK OF NORTHBRIDGE PARK CO-OP INC., SIMILARLY SITUATED, PLAINTIFFS-RESPONDENTS, v. NORTHBRIDGE PARK CO-OP, INC., A CORPORATION OF THE STATE OF NEW JERSEY AND BOARD OF DIRECTORS, JOHN DOE AND JANE DOE, REPRESENTING THE BOARD OF DIRECTORS, DEFENDANTS-APPELLANTS.

Superior Court of New Jersey, Appellate Division.

Decided June 23, 1997.


Attorney(s) appearing for the Case

Richard E. Brennan argued the cause for appellants (Shanley & Fisher, attorneys; Mr. Brennan, of counsel; R. Scott Eichborn and Dona Feeney, on the brief).

Howard M. Nashel argued the cause for respondents (Nashel, Kates, Nussman, Rapone & Ellis, attorneys; Mr. Nashel, Joel M. Ellis, and Mukesh M. Patel, on the brief).

Before Judges PETRELLA, WALLACE and KIMMELMAN.


The opinion of the court was delivered by WALLACE, J.A.D.

This appeal presents an issue of first impression in New Jersey with respect to the validity of "flip fees," "flip taxes," "transfer fees," or "transfer taxes" (transfer fees) paid to a cooperative corporation when stock shares in cooperatives are transferred. Six class action suits against six cooperative apartment corporations in Fort Lee were filed in November 1989, and consolidated. Plaintiffs challenged...

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