A contractually designated at-will employee can be fired at an employer's whim regardless of whether that employee is a stockholder in the company, a New Jersey appeals court has ruled in a published decision.

The Appellate Division panel said an employment agreement providing that Nancy Van Istendal was an at-will employee who could be fired at any time was enforceable, even though she owned stock in the company, Metro Commercial Management Services.

“We conclude that she could not have a reasonable expectation of continued employment,” Appellate Division Judge Lisa Firko wrote in the Nov. 19 decision, joined by Judges Richard Hoffman and Karen Suter.

Van Istendal, an accountant, was a longtime employee at Metro Commercial, a Mount Laurel-based real estate management company, according to the decision.

In 2001, she was allowed to purchase 12 percent of the company's  stock. However, her employment agreement stipulated that she was an at-will employee whose future employment was not guaranteed, the court said, noting that the agreement also provided that if she were to  be fired, she was to sell her shares to the president, Daniel Hughes.

At the time, Van Istendal was paid $125,040 a year, plus bonuses and incentives, according to the decision.

Van Istendal received positive reviews but was nevertheless fired in September 2015, the court said.

She filed a lawsuit in Burlington County Superior Court three months later, alleging that the “at-will” language was “irrelevant” and “erroneous,” and that she should be considered as an “oppressed shareholder.” That suit was dismissed by Superior Court Judge Paula Dow in 2016.

Metro Commercial filed its own action in April 2016, demanding that Van Istendal sell her shares in the company to Hughes as was required under the employment agreement. Van Istendal lodged a counterclaim seeking reinstatement of her position.

Metro Commercial moved for summary judgment on the counterclaim, and Dow again ruled in the company's favor in August 2017, holding that Van Istendal knowingly signed the employment agreement and that it was clear and binding.

Van Istendal appealed, but the Appellate Division agreed with Dow, and rejected Van Istendal's urging to consider “the potential interplay between at-will status and a minority shareholder's 'reasonable' expectations of continued employment.”

“There is no statute, case law or rule in New Jersey that addresses whether an employee's at-will status is a relevant consideration in analyzing whether an employee has a reasonable expectation of continued employment,” Firko said, rejecting the out-of-state cases Van Istendal cited because there were no written employment agreements in those cases.

The panel explained the standard: “Oppression in the context of an oppressed shareholder action … does not require illegality or fraud by majority shareholders or directors. The Legislature [has] recognized that minority shareholders in close corporations are uniquely vulnerable because they may be frozen out of the decision-making process.”

The panel added, “Termination of a minority shareholder's employment may constitute oppression under N.J.S.A. 14A:12-7(1)(c), because a person who acquires a minority share in a closely-held corporation often does so 'but for the assurance of employment in the business in a managerial position,'”

But Van Istendal, Firko  said, had no reasonable  expectation of continued employment if management decided to fire her, based on the terms of the agreement.

Metro Commercial retained Benjamin Spang of the Cherry Hill office of Dilworth Paxson. He declined to comment.

Van Istendal's attorney, Haddon Heights solo Steven Forman, didn't return a call seeking comment.