## Facts

- Shelley Zeiger, a sophisticated real-estate developer, owned a rundown hotel and adjoining office property in downtown Trenton.
- In 1986, a redevelopment group backed in part by Joseph Wilf acquired the property through Goldberger, Moore & Novick, Trenton No. 2, Inc. (“Trenton, Inc.”); Capitol Plaza Associates (“CPA”), a Wilf-family general partnership, owned half of Trenton, Inc.’s stock.
- As part of the sale, Zeiger entered a consulting agreement providing $23,000 per year for sixteen years for redevelopment-related services.
- The consulting agreement and property interests were assigned to a limited partnership (later Goldberger, Moore & Novick, Urban Renewal, L.P.) (“Trenton, L.P.”), with Trenton, Inc. as general partner and CPA as a limited partner.
- Trenton, L.P. made payments for about two years and stopped in 1988, allegedly at Wilf’s direction due to project financial distress.
- The redevelopment failed; Trenton, Inc. and Trenton, L.P. became insolvent and entered bankruptcy proceedings.
- Zeiger sued to recover unpaid consulting fees, seeking to hold Wilf personally liable and to impose liability on CPA despite its limited-partner status.
- Zeiger acknowledged he understood he was contracting with the corporation or limited partnership, not with Wilf personally, and that there was no personal guarantee by Wilf or CPA.

## Issues

1. Whether Wilf could be held personally liable for unpaid consulting fees where the contract was with business entities and there was no personal undertaking, fraud, or reasonable reliance on Wilf’s personal responsibility.
2. Whether CPA, as a limited partner (and shareholder of the corporate general partner), could be held liable for partnership obligations based on allegedly “taking part in the control of the business,” absent proof that Zeiger relied on CPA as if it were a general partner.
3. Whether actions taken during a period when the corporate general partner’s charter was suspended could support personal liability for Wilf, notwithstanding later corporate reinstatement.

## Decision

- The Appellate Division affirmed summary judgment for Wilf, holding he was not personally liable for the consulting payments.
- The court reversed the judgment imposing liability on CPA, holding CPA retained limited-partner liability protection.
- The court held corporate reinstatement retroactively validated corporate acts during charter suspension, defeating an officer-liability theory based on the suspension period.

## Legal Principles

- Courts generally respect corporate and limited partnership forms; personal liability for officers/investors requires a distinct legal basis such as fraud, misrepresentation, or a personal guarantee.
- Reinstatement of a suspended corporate charter retroactively validates corporate actions taken during the suspension, barring personal liability theories premised solely on the suspension.
- A limited partner is not liable for partnership debts unless (a) it takes part in control of the business and (b) the third party reasonably relies on that conduct, believing the limited partner to be a general partner.
- Mere influence, ownership interests, or participation in entity affairs is insufficient to impose limited-partner liability absent proof of third-party reliance or misleading conduct warranting disregard of the entity structure.

## Conclusion

The court held that the failure of the redevelopment venture and resulting bankruptcies did not justify shifting the contractual risk to Wilf individually or to CPA as a limited partner, because Zeiger knowingly contracted with limited-liability entities, showed no fraud or personal undertaking, and failed to prove reliance necessary to impose liability based on limited-partner “control.”


Zeiger v. Wilf, 333 N.J. Super. 258, 755 A.2d 608 (N.J. Super. Ct. App. Div. 2000)