On this date in 1996, the Supreme Court decided Strasenburgh v. Straubmuller, 146 N.J. 527 (1996). Justice O’Hern’s opinion for a unanimous Court addressed a number of intricate issues involving the Business Corporation Act, N.J.S.A. 14A:1-1 to 16-4. Ironically, many of the issues that the Court granted certification to review were essentially mooted by the time the Court made its decision, with the parties having changed their positions and the Business Corporation Act having been amended in the interim, as the opinion described. Nonetheless, questions such as the rights of dissenting shareholders in a close corporation, retroactivity issues, and whether the case presented individual claims or derivative claims (the latter could be asserted only on behalf of the corporation) led the Court to a detailed discussion of not only New Jersey law, but also the law of New York and Delaware. The case later returned to the Supreme Court, on questions involving how to calculate the “fair value” of shares in the company, in Lawson Mardon Wheaton v. Smith, 160 N.J. 383 (1999).
Strasenburgh did involve one issue of appellate practice. That issue was whether an appellant could withdraw its appeal. State v. Gaffey, 92 N.J. 374 (1983), cited in Strasenburgh and discussed here, stated that an appeal normally may not be dismissed if the dismissal would cause prejudice to the opposing party. Because some of the issues might recur, the Court proceeded to address those issues anyway.