Saltiel v. GSI Consultants, Inc.

Landscape architect Jan Saltiel (plaintiff) sued GSI Consultants, Inc. (GSI), its officer Dr. Henry Indyk, and former officer Richard Caton (defendants) because GSI allegedly prepared defective turfgrass specifications. After a university awarded Saltiel a contract to reconstruct athletic fields, Saltiel requested a proposal from GSI for turf specifications for the project. GSI submitted a proposal on GSI letterhead with the name GSI, Inc., and its tradename, Turfcon. Saltiel accepted, and GSI prepared the turf specifications. Almost immediately, the soccer field developed drainage problems, making it unusable. An expert determined that GSI negligently prepared the specifications because the rootzone GSI designed formed a barrier blocking proper drainage. Saltiel prepared new specifications and had the field reconstructed for $351,000. Saltiel’s contract with GSI had not required GSI to provide a bond or carry professional-liability insurance. Saltiel sued GSI and its officers for negligent design, negligent misrepresentation, breach of contract and warranty, promissory estoppel, and agency liability but later voluntarily dismissed her claims against GSI, leaving only Indyk and Caton named as potentially liable parties. The trial court granted Indyk and Caton summary judgment, concluding they lacked personal liability as corporate officers. The appellate court reversed, reasoning the officers could be personally liable for negligence under a participation theory based on their complicity in preparing the allegedly defective specifications. The New Jersey Supreme Court granted review.