Real Estate

Published on: November 3, 2025

New Jersey Appeals Court Enforces Right of First Refusal in Commercial Contract

New Jersey business law provides that parties to a contract may agree that after closing one party, usually the seller, can have the right to match another offer which a party receives. This is called a “right of first refusal.” This most frequently occurs in contracts for the sale of a business or the sale of real estate, but also often occurs in leases and other contracts as well. A New Jersey appeals court’s decision in the case of PMG New Jersey II, LLC vs Amrit Inc. examined the law regarding New Jersey law regarding contractual rights of first refusal. 6-300x225

Amrit, Inc. Buys a Gas Station and a Decade Later Litigation Ensues

The decision explained that in 2012, the parties entered into a into a Motor Fuel Supply Agreement (MFSA) in connection with Amrit, Inc.’s purchase of a gas station in New Brunswick, New Jersey from PMG New Jersey II, LLC. The MFSA was amended three years later in 2015 to include a provision which provided that if the purchaser received an offer to buy the gas station, PMG had 30 days to give notice that it was exercising its right to purchase the gas station on the same terms and conditions as the new offer; if not it waived this right of first refusal. The MFSA was later amended to last through 2027.

Published on: July 19, 2025

New Jersey Real Estate Law Update: Significant Changes to New Jersey Fees on Real Estate Transfers over $1,000,000

by Jennifer C. Meusel

New Jersey real estate law received a significant change in the fees charged to buyers and sellers in NJ real estate transactions.

On June 30, 2025, New Jersey enacted P.L. 2025, c. 69, which amends the so-called “Mansion Jennifer C. Meusel Tax”. Pursuant to the prior legislation, adopted in 2004, residential properties and certain commercial properties which sold for over $1 million in New Jersey were subject to a “Mansion Tax” which required the buyers of the real estate to pay 1 percent of the purchase price to the State of New Jersey.

Under the new law, a buyer no longer has to pay the 1% “Mansion Tax” and as of July 10, 2025, sellers will pay a progressive fee for properties sold for more than $1 million. The fee on sales between $1 million and $2 million remains set at 1 percent. For a sale price over $2 million but below $2.5 million, seller will pay 2 percent of the sales price and fee—which roughly translates to an additional $40,000 expense. Properties over $3.5 million would see sellers facing a fee hike of up to 3.5 percent.

Published on: May 17, 2023

New Jersey Real Estate Law Decision Examines Duty to Disclose Defects in “As Is” Residential Real Estate Sales

by Maurice W. McLaughlin

New Jersey real estate law is enormously important – the purchase and sale of a home are often the largest transactions in many people’s lives. It is fraught with risks for both buyers and sellers.

For example, let’s say you’re buying a house and you receive a disclosure form from the sellers saying that there are no problems with the house, so you buy it and, lo and behold, there are significant issues. Do you have any recourse? The Appellate Division addressed that question in the recent case of Rogers vs. Conti.

Background: The Rogers vs. Conti Case

Published on: March 27, 2023

New Jersey Business Law Decision Examines Requirements for an Enforceable Contracts

by Maurice W. McLaughlin

Contract drafting and negotiation is one of the most important aspects of New Jersey business law. Contracts govern the relationship between business parties. Therefore, it is vital to ensure that a contract embodies the terms which the parties bargained for, and protects their interests. And it must meet all the legal requirements for contracts to be enforceable. signature-3113182__340-300x200

The Appellate Division recently explored those requirements, and the consequences which follow when they are not met, in the case of Tyler at First Street, LLC vs. Yengo.

Background

Published on: March 22, 2021

Commercial Versus Residential New Jersey Real Estate Transactions

by Jennifer C. Meusel

At first glance, both commercial and residential New Jersey real estate transactions seem to be quite similar. A contract is executed, title work must be checked, lender requirements must be met and the closing must be completed. But, from the initial offer through closing on the transaction, there are significant house2-300x223 differences.

A commercial real estate transaction usually starts with a letter of intent. This is a non-binding preliminary offer which states the basic terms of the anticipated contract and may include a non-disclosure agreement to give the parties security in the knowledge that the information provided will remain private. Under New Jersey real estate law, commercial real estate contracts are not subject to the three day attorney review requirements which control residential real estate transactions. Because of this, the contract will be prepared by one of the real estate attorneys and then negotiated and finalized before it is executed. Once it is executed all parties are bound by its terms.

The contract will usually include due diligence clause during which the purchaser is permitted to conduct inspections of the property and the records related to it. These Inspections can be quite detailed, particularly for industrial property, and can include structural and system inspections, environmental contamination inspections (which range from tank sweeps to phase 2 environmental inspections and compliance with the Industrial Site Recovery Act (known as “ISRA”), reviewing the history of the property, including the environmental history, investigating the zoning rules and regulations against the purchasers’ intended use of the property, performing title searches and searches with the New Jersey Division of Taxation to insure that the Seller is paid current on taxes, and examining records of income and expenses related to the property and/or its leases and tenants. Once due diligence has been completed and the purchaser accepts the property in its current condition, or the parties agrees on repairs, remediation or credits in lieu thereof, the next step is purchaser obtaining approval of any financing, if financing is involved.

Published on: May 29, 2019

Can One Owner of Jointly Held New Jersey Real Estate Compel the Sale of the Property?

by Jennifer C. Meusel

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Yes, New Jersey property law allows for the partition of the property, or if a partition is not feasible, then the forced sale of real estate which is owned by more than one person.

Often real estate is owned by several people. This commonly occurs through an inheritance. For example, parents, in their last wills and testaments, bequeath their real property to their three children in equal shares and do not include directives that the property be sold and the proceeds be split equally. During the administration of the estate, the executor transfers title to the property to the three siblings. Often, one of the siblings had been caring for the now deceased parents and is still residing in the property. Yet, the other two siblings want the property to be sold so that they can have their share of the proceeds. This can be a difficult time and can result in significant disputes and turmoil within the family. If the child residing in the property cannot afford to buy out the remaining siblings and cannot (or will not) qualify for a mortgage, the remaining siblings are often at a loss on how to proceed. New Jersey Estate law provides a mechanism to resolve the dispute, the partition action.

If a co-owner of real property refuses to sell the property and divide the proceeds of sale in accordance with each co-owners’ ownership interests, a partition action is the only method available to a person who owns a share of real estate as a tenant in common or joint tenant can separate his or her interest from the other co-owners. If the joint tenants are spouses this remedy is not available to them.) In order to start an action for partition, an action must be filed in the Superior Court of New Jersey, usually filed in the county where the property is located.

Published on: August 17, 2018

The Extent of State University’s Immunity from Local Governance

by Pauline M.K. Young

baltimore-city-hall-1482793__340-300x205 Montclair State University has spent the last decade or so trying to obtain approval from the County of Passaic and the City of Clifton to construct a roadway which would intersect with a county road. Both the County and the City raised concerns about the proposed development and Montclair State made significant efforts in an attempt to address those concerns. In 2014, Montclair State submitted an application to Passaic County for a permit to install traffic controls at the intersection.

Montclair State did not seek permission from Clifton or Clifton’s Land Use Board based upon belief that, as a state organization, it was not subject to local regulations. Montclair State asserted this position largely based upon the 1972 New Jersey Supreme Court case of Rutgers v. Piluso.

The question in the Rutgers case was whether Rutgers University was subject to zoning ordinances of the town where it was located, Piscataway. Piscataway had an ordinance which restricted the number of matriculating students’ “family dwellings” Rutgers could have. When Rutgers sought to build more, the town denied the request, citing the ordinance. Rutgers then brought a suit seeking a determination from the court that Rutgers was not subject to local zoning ordinances because it was an instrumentality of the State of New Jersey.

Published on: December 7, 2017

Is Title Insurance Really Necessary?

by Jennifer C. Meusel

new-home-2897352__340-300x200 The short answer is: yes.

To understand why you should have title insurance, you must first understand what “title” is. When you purchase real estate, at the closing you receive “title” to the property. “Title” is the owner’s right to possession and use of the property. There are different forms that “title” can take: individual ownership, tenants in common, joint tenants, life tenant, etc.

There are also different uses for land and the rights for those uses can be given or sold, or they could be restricted by prior title transfers. There can be different owners for different uses: one person may have mineral rights, another air rights, and another utility rights on the same piece of property. A mortgage lender can have an interest in the property, as can anyone who performed work on the property if they filed a lien against it. The government can have a lien for unpaid taxes, and the municipality or a utility company could have an easement giving it the right to string utility lines across the property.

Published on: October 16, 2017

Should a Prospective Purchaser Obtain a Survey of the Property?

by Jennifer C. Meusel

new-home-2841442__340-300x200 Recently, many people who are purchasing real property have been reluctant to spend the money to obtain a survey of the property they are purchasing. However, in most circumstances it is obtaining a survey is vitally important and it is money well spent. Also, if the purchaser is financing the purchase with a mortgage loan, the lender will almost always require a survey before closing.

Surveys are performed by licensed surveyors who are subject to regulations imposed by the State of New Jersey. A survey will locate any structures and other above ground improvements on the premises, including fences, identify easements the property is subject to and provide the purchaser with the property’s dimensions. It will show the exact boundaries on the deed – which sometimes yields surprises.

There are many reasons why you should obtain a survey prior to closing (beyond it being required by the lender). These are some of the universally applicable reasons to get that survey:

Published on: May 22, 2017

Discharge Federal Estate Tax Liens Prior to Sale of Property

by Jennifer C. Meusel

key-2114044__340-300x169 Generally, before the estate of a decease person can sell real estate, the individual(s) named as executor in the will must probate and be formally appointed as executor. If there is no will, then the closest heir at law must apply to the surrogate’s court to be appointed as administrator of the estate. An administrator would follow the same steps as an executor in order to sell real estate.

Estates with a value in excess of $5,450,000 are subject to federal estate tax pursuant to IRC Section 6324. IRS estate tax liens automatically attach to real property (“real estate”) which was owned by a decedent on her date of death. In order to have this tax lien discharged, the seller must follow these steps in order to close on the sale of the property and have the federal estate tax lien discharged:

The executor of the estate must complete and file IRS Form 4422 and provide the required supporting documents. In order to compete this form you must know the value of all estate assets and expenses. And you must have the required supporting documentation including: the last will and testament, the contract for sale of the real estate, the closing statement or proposed closing statement for the sale (which shows all payments, credits, expenses and offsets), the federal estate tax form 706 and documentation reflecting the value of all the estate’s assets. With Form 4422 the executor must also submit for 8821, a tax information authorization form. Additionally, IRS Form 4422 must be filed at least 45 days prior to the closing of the sale of the real estate.