(This syllabus is not part of the opinion of the Court. It has been prepared by the Office of the Clerk for
the convenience of the reader. It has been neither reviewed nor approved by the Supreme Court. Please
note that, in the interests of brevity, portions of any opinion may not have been summarized).
(A-68-96)
Argued December 3, 1996 -- Decided February 3, 1997
PER CURIAM
In this appeal, the Court considers the validity of a preliminary injunction, which restrains 349
Associates, L.L.C. and Profeta Associates, Inc. (Profeta) from communicating with its tenants about the
business practices of Princeton Insurance Company (Princeton) and from requiring its tenants to obtain
insurance from companies other than Princeton.
Profeta operates a number of professional office buildings in New Jersey. As part of its standard
lease agreement, Profeta requires that each tenant name the landlord as an additional insured on the
tenant's property and general liability insurance policies. Twenty-two of Profeta's tenants are insured by
Princeton.
In a letter dated March 11, 1996, Profeta reminded its professional tenants of its insurance
requirements and encouraged all tenants covered by Princeton to attempt to insure with another carrier,
explaining that Profeta had experienced a great deal of difficulty with the manner in which Princeton has
processed its claims. Although the letter advised the tenants that they were free to insure with any reputable
carrier they may choose, except Princeton, it suggested that another insurance company can offer lower
rates and better service through an insurance broker known to Profeta.
Princeton filed a complaint in the Law Division alleging tortious interference with its contract rights
and its prospective economic advantage, libel and slander of its reputation, breach of the duty of good faith
and fair dealing, and group boycott. On Princeton's motion, the trial court entered the subject injunction.
The Appellate Division denied Profeta's motion for leave to appeal and for summary reversal of the
preliminary injunction. One judge of the Appellate Division dissented.
The Supreme Court granted Profeta's motion for leave to appeal and stayed the injunction pending
disposition of the appeal.
HELD: Because Princeton has not established a likelihood of success on the ultimate issue and/or that
money damages would be inadequate, the preliminary injunction is dissolved.
1. Because of the disposition made, the Court does not address the second basis for the dissent filed by the
Appellate Division judge -- that restraining the dissemination of the letter effects an unlawful restraint on
speech. (pp. 3-4)
2. Courts should not lightly restrain the dissemination among business associates of information about
products and services. (p. 4)
The preliminary injunction issued by the Law Division is DISSOLVED and the matter is
REMANDED to the Law Division for further proceedings.
CHIEF JUSTICE PORITZ and JUSTICES HANDLER, POLLOCK, O'HERN, GARIBALDI,
STEIN and COLEMAN join in the Court's opinion.
SUPREME COURT OF NEW JERSEY
A-
68 September Term 1996
THE PRINCETON INSURANCE COMPANY,
Plaintiff-Respondent,
v.
349 ASSOCIATES, L.L.C. PAUL V.
PROFETA AND ASSOCIATES, INC., PAUL
V. PROFETA, LORI PROFETA, JOHN DOE
1 THROUGH 5 and JOHN DOE
6 THROUGH 10 said names representing
fictitious individuals, and ABC
CORPORATION and XYZ CORPORATION,
said names representing fictitious
corporations,
Defendants-Appellants.
Argued December 3, 1996 -- Decided February 3, 1997
On appeal from the Superior Court, Appellate
Division.
Mark H. Sobel argued the cause for appellants
(Greenbaum, Rowe, Smith, Ravin, Davis &
Himmel, attorneys).
Thomas P. Scrivo argued the cause for
respondent (McElroy, Deutsch & Mulvaney,
attorneys).
PER CURIAM
We granted leave to appeal to consider the validity of a
preliminary injunction. The injunction restrains 349 Associates,
L.L.C. and Profeta Associates, Inc. (defendant or Profeta) from
communicating with its tenants about the business practices of
Princeton Insurance Company (plaintiff or Princeton) and from
requiring its tenants to obtain insurance from companies other
than Princeton.
Profeta operates a number of professional office buildings
in New Jersey. Four hundred of Profeta's tenants are physicians.
As part of its standard lease agreement, Profeta requires that
each tenant name the landlord as an additional insured on the
tenant's property and general liability insurance policies.
Twenty-two of Profeta's tenants are insured by Princeton.
In a letter dated March 11, 1996, Profeta reminded its
professional tenants that it is a requirement of each lease to
"secure property and casualty and liability insurance naming the
Landlord as an additional Insured." The letter recites that many
of the tenants have obtained insurance from Princeton and that
"[w]e have experienced a great deal of difficulty with the manner
in which Princeton Insurance has processed its claims," and are
"requesting that all Tenants make a best efforts attempt to try
to insure with another carrier." Observing, "[y]ou are free to
insure with any reputable carrier you choose, except the
Princeton Insurance Company," the letter suggests that another
insurance company "can offer lower rates and better service"
through an insurance broker known to Profeta.
Princeton filed a complaint in the Law Division alleging
tortious interference with its contract rights and its
prospective economic advantage, libel and slander of its
reputation, breach of the duty of good faith and fair dealing,
and group boycott. On plaintiff's motion, the trial court
entered a preliminary injunction prohibiting defendants "from
refusing to execute any lease with any tenant on the basis that
the Princeton Insurance Company provides property and general
liability insurance to that tenant . . . [and] from further
disseminating their March 11, 1996 letter and/or the statements
contained therein to any party for any reason."
The Appellate Division, in an unreported opinion, denied
Profeta's motion for leave to appeal and for summary reversal of
the preliminary restraints. One judge of the Appellate Division
dissented. We stayed the injunction pending disposition of this
appeal. We now dissolve the preliminary injunction primarily for
the reasons stated in the opinion of the dissenting member of the
Appellate Division. The dissent reasoned:
The core issue is whether a landlord may
specify the insurance companies acceptable to
him, when the tenants are required by their
leases to provide insurance that names the
landlord as an additional insured. I do not
believe that preliminary restraints should
have issued because (1) plaintiff has not
established a likelihood of success on that
issue; (2) if plaintiff ultimately prevails,
money damages would be adequate.
Those equitable principles of law relating to preliminary relief
are firmly established by Crowe v. De Gioia,
90 N.J. 126, 132-34
(1982).
Because of the disposition that we make, we need not address
the second basis for the dissent, that restraining the
dissemination of the letter effects an unlawful restraint on
speech. Considerable debate surrounds the subject of the
constitutional protection to be afforded to commercial speech.
See O. Lee Reed, Is Commercial Speech Really Less Valuable Than
Political Speech? On Replacing Values and Categories in First
Amendment Jurisprudence,
34 Am. Bus. L.J. 1 (1996). It is true
that "`[c]ommercial speech' receives much narrower First
Amendment protection than other speech," and that the First
Amendment "does not protect deceptive or misleading commercial
speech." Semco, Inc. v. Amcast, Inc., 52 F.3rd 108, 111 (6th
Cir. 1995). But it is error to assume that commercial speech is
not entitled to First Amendment protection or that it is without
value in the marketplace of ideas. Bigelow v. Virginia,
421 U.S. 809, 826,
95 S. Ct. 2222, 2234,
44 L. Ed.2d 600, 614 (1975).
The commercial marketplace, like other
spheres of our social and cultural life,
provides a forum where ideas and information
flourish. Some of the ideas and information
are vital, some of slight worth. But the
general rule is that the speaker and the
audience, not the government, assess the
value of the information presented.
[Edenfield v. Fane,
507 U.S. 761, 767,
113 S.
Ct. 1792, 1798,
123 L. Ed.2d 543, 552
(1993).]
It suffices to observe that courts should not lightly
restrain the dissemination among business associates of
information about products and services. We expect that the
parties to the leases (the doctors and Profeta) can work out any
problems concerning coverage under the leases. We were informed
at oral argument that Profeta had not sought to terminate any
tenancies. The preliminary injunction issued by the Law Division
on May 24, 1996 is dissolved. The matter is remanded to the Law
Division for further proceedings.
CHIEF JUSTICE PORITZ and JUSTICES HANDLER, POLLOCK, O'HERN,
GARIBALDI, STEIN and COLEMAN join in the Court's opinion.
NO. A-68 SEPTEMBER TERM 1996
ON APPEAL FROM Appellate Division, Superior Court
ON CERTIFICATION TO
THE PRINCETON INSURANCE COMPANY,
Plaintiff-Respondent,
v.
349 ASSOCIATES, L.L.C. PAUL V.
PROFETA AND ASSOCIATES, INC., et al.,
Defendants-Appellants.
DECIDED February 3, 1997
Chief Justice Poritz PRESIDING
OPINION BY PER CURIAM
CONCURRING OPINION BY
DISSENTING OPINION BY