Sipko v. Koger, Inc.
214 N.J. 364
| N.J. | 2013Background
- Robert Sipko disposed of 1.5% Roger stock to Robert in 2000 as part of family dealings; gift was undocumented.
- Robert left Roger in 2006 after dispute over a woman; subsequent threats/pressure alleged by Robert.
- Robert signed stock transfer documents for KDS and KPS in 2004 and 2006; gifts contested as conditional.
- Trial court found George’s 1.5% gift to Robert was unconditional; transfers of KDS/KPS lacked value consideration.
- Appellate Division reversed on gift condition and KDS/KPS transfers; Supreme Court reversed on gift, remanded on transfers.
- Court-certified issues centered on whether the gift was unconditional and whether KDS/KPS transfers had consideration.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was George’s 1.5% Koger gift unconditional or conditioned? | Sipko argues gift unconditional. | George/Ras argue conditional on continued employment. | Gift unconditional and irrevocable. |
| Did Robert’s KDS and KPS transfers have consideration? | Transfers lacked consideration. | Transfers had consideration via relief from duties/liability. | Transfers void for lack of consideration. |
| What remedies apply for KDS/KPS and overall oppression claims? | Remedies include accounting, appointment of provisional director, dissolution, etc. | Remedies limited; oppression not proven. | Remand for trial-court remedies; broad equitable powers allowed. |
Key Cases Cited
- Brenner v. Berkowitz, 134 N.J. 488 (N.J. 1993) (remedies in closely held corporations; oppression not required for certain actions; equity powers preserved)
- CPC International, Inc. v. Hartford Accident & Indemnity Co., 316 N.J. Super. 351 (App.Div.1998) (uncontradicted evidence; evidentiary standards in estoppel/insurance contexts)
- Seidman v. Clifton Savings Bank, S.L.A., 205 N.J. 150 (N.J. 2011) (deference to trial court factual findings in non-jury trials)
- Rova Farms Resort, Inc. v. Investors Ins. Co., 65 N.J. 474 (N.J. 1974) (standard for reviewing fact-findings; substantial evidence)
- Martindale v. Sandvik, Inc., 173 N.J. 76 (N.J. 2002) (definition of consideration; bargained-for exchange)