dissenting.
VRG Corporation (VRG), the exclusive broker for the Heather Croft Square shopping center, successfully leased substantially all of the shopping-center space to commercial tenants, earning a $663,934 commission representing six percent of gross rents for the initial terms of the various leases. Golden Reef Corporation (Golden Reef), the shopping center’s owner, insisted on a commission-payment agreement that, except for a $250,000 advance, restricted VRG’s compensation to six percent of each monthly rental payment, commencing after the $250,000 advance had been “earned,” the monthly commission payments to VRG being due within ten days after each rental payment was received by Golden Reef. Thus, although VRG had earned its commission by obtaining signed leases, its right to payment—except for the advance— *558was contingent on Golden Reefs receiving each monthly rental payment from every tenant procured by VRG. The initial terms of the leases ranged from five to twenty years.
Before the $250,000 advance commission had been exceeded by six percent of the monthly rental payments, Golden Reef sold the shopping center to GKN Realty Corp. (GKN). Before the closing, Golden Reef agreed to pay VRG the discounted value of the unpaid commissions on the day after the closing, but insisted that VRG’s representative not attend the closing. GKN was aware of the terms of the initial commission agreement and of Golden Reefs promise to pay the commission after closing, but failed to insist at closing that the unpaid commission be put in escrow to secure VRG’s right to payment. (At oral argument, GKN’s counsel conceded that creation of an escrow to protect VRG would have been a “more prudent business judgment.”) Before the closing, GKN had insisted that the purchase contract be modified to include Golden Reefs agreement to indemnify GKN against any claims asserted by VRG for its commission. GKN also urged that VRG’s representative not be present at the closing. In that context, Golden Reefs failure to pay VRG after the closing was almost predictable. (Golden Reef has since filed for bankruptcy.)
VRG instituted this action against GKN, seeking to impose an equitable lien on the monthly rental payments from tenants it had obtained to secure payment of its earned but unpaid commission. The Court summarizes the essential elements of the equitable-lien doctrine, recognizing that such liens may be created either by express agreement between the parties or on the basis of right and justice according to “ ‘the dictates of equity and conscience, as where a contract of reimbursement could be implied at law * * ” Ante at 546, 641 A.2d at 522 (quoting Temple v. Clinton Trust Co., 1 N.J. 219, 226, 62 A.2d 690 (1948)). After identifying the established grounds for imposition of an equitable lien, however, the Court ignores the equitable roots of the doctrine and declines to recognize a lien in favor of VRG, primarily because the commission agreement does not specifically pledge the rental *559payments as collateral for YRG’s commissions. In my view, the Court disregards the underlying equities among the parties and diminishes the equitable considerations that prompted chancery courts to create and apply the doctrine of equitable liens.
I
In 1984, VRG, a real-estate brokerage firm specializing in obtaining long-term tenants for commercial property, undertook to assist Golden Reef and Perlman Enterprises with the development of a shopping center. In addition to assisting with the design, financing, and zoning approvals necessary to develop the project, VRG procured tenants and negotiated long-term leases for Golden Reef and Perlman Enterprises pursuant to an Exclusive Agency to Lease Agreement. Paragraphs four and five of the agreement addressed the issue of VRG’s commissions, outlining the method of calculation of the commissions as well as the timing and contingencies associated with payment of the commissions. Paragraph four provided in relevant part:
[VRG] shall be entitled to a commission for each tenant who enters into a lease for space in the Center during the term of this Agreement equal to six (6%) percent of each monthly gross base rental payment under the initial term of such lease. Each such monthly commission payment shall be paid by [Golden Reef] to [VRG] within ten (10) days after receipt by [Golden Reef] of the subject monthly rental payment.
Paragraph five provided that Golden Reef would pay VRG $250,000 of its commission in advance:
[Golden Reef] shall pay to [VRG], as advance commissions hereunder, the sum of One Hundred Thousand and No/100 ($100,000.00) Dollars on or before November 1, 1985 and the further sum of One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars on or before the date that the first tenant takes possession of leased space in the Center and commences to pay monthly base rental. Such payments of Two Hundred Fifty Thousand and No/100 ($250,000.00) Dollars shall be credited against the commissions due [VRG] pursuant to paragraph 4 above and [Golden Reef] shall not be obligated to make any payments to [VRG] pursuant to paragraph 4 above until such time as said credit of Two Hundred Thousand Fifty and No/100 ($250,000.00) Dollars has been exhausted.
The agreement resulted from negotiations between Stuart Perl-man, a principal of Golden Reef, and Catherine Backos, the vice *560president of VRG. At trial, Backos testified that although VRG would have accepted payment of the discounted value of the gross commission in advance ($588,000), Perlman countered with an offer to pay her $250,000 “up front,” and to provide her with “a six percent income stream from [the] property” for the remaining life of the leases, an offer that Backos accepted. Backos also agreed to remove a due-on-sale clause from the original draft agreement. As Backos explained at trial:
[W]hen I was negotiating with them my original draft of the contract had a provision in there that in the event * * * that the property is sold, they then take and pay the commissions off on the discounted basis, okay? Mr. Perlman said to me at the time, Catherine, this is a long-term holding, I’m going to leave this property to my kids, I want to set this up as an annuity for you. You will have six percent going out. Take that language out of the contract. (Emphasis added).
VRG obtained the tenants for the shopping center, and Heather Croft Square opened in December 1986. VRG received the $250,000 advance payment pursuant to paragraph five of the agreement. Crediting the $250,000 payment against the six-percent commissions from the monthly rentals, VRG calculated that the $250,000 advance would be “earned” in March 1992, at which time VRG would begin receiving six percent of the monthly gross base rentals.
In January 1989, Backos learned that Perlman and Golden Reef intended to sell the shopping center to GKN. Backos immediately communicated with GKN’s real-estate counsel, Donna Steinberg, and informed her that “[VRG] had an ongoing commission contract with Golden Reef Corporation and that if the property was being sold, [she] wanted her to be aware that there was an ongoing obligation by the landlord to pay a six percent commission for these leases that were in that center.” As a result of Backos’ concerns, a meeting was arranged between David Nussbaum and Roger Gladstone, vice presidents of GKN; Catherine Backos; and Val Galasso, president of VRG. Backos testified that at that meeting, she informed Nussbaum and Gladstone of “the services that we had performed and that there was an ongoing obligation by the landlord to pay * * * the six percent commission * *
*561GKN requested and received from VRG additional information concerning the Exclusive Agency to Lease Agreement. Before the closing, Golden Reef and GKN modified the contract of sale to include a reference to the commissions owed to VRG. Section 12(W) of the contract of sale ultimately provided:
There are no leasing or brokerage commissions due, unpaid or accruing with respect to the Leases; there are no ongoing obligations to pay any leasing or brokerage commissions under the Leases; and, there are no leasing or brokerage agreements in effect with respect to the Leases; except with respect to certain leasing commissions which may be due VRG Corporation, for which Seller hereby agrees to defend, indemnify and hold Buyer harmless from all liabilities, .claims, causes of action, damages, costs, losses and fees (including attorney’s fees) incurred by Buyer in connection with any such commission to VRG Corporation.
Nussbaum testified that after discussions with VRG and the principals of Perlman Enterprises concerning-VRG’s claim for unpaid commissions, that section was amended to include reference to VRG’s commissions.
Backos attempted to obtain an agreement from Golden Reef and Clifford Perlman to pay VRG’s commissions at the closing. After some negotiation concerning discounting of the commissions, VRG agreed to accept Golden Reefs offer of $236,919.79 in full payment of all future commissions, informing Perlman of that decision in a letter that also stated that Backos would attend the closing and expected payment to VRG at that time. In response, Perlman telephoned Backos to tell her not to attend the closing, but he guaranteed that she would be paid the following day. Backos also testified to a conversation she had with Nussbaum, subsequent to her phone conversation with Perlman, in which Nussbaum also warned Backos that the deal might “fall apart” if she were to show up at the closing and demand payment. As a result, Backos did not go to the closing. Golden Reef filed for bankruptcy several months later and has refused to pay VRG its commissions.
II
The equitable-lien doctrine traces its origins to the difference between remedies in contract actions traditionally provided at common law, which were typically pecuniary and personal, and *562equitable remedies, which generally were directed against some specific property or fund as contrasted with the right to recover a sum of money out of the defendant’s general assets. 4 John N. Pomeroy, A Treatise on Equity Jurisprudence § 1234 (Spencer W. Symons ed., 5th ed. 1941) [hereinafter Pomeroy’s ].
The doctrine of “equitable liens” * * * was introduced for the sole purpose of furnishing a ground for the specific remedies [that] equity confers, operating upon particular identified property, instead of the general pecuniary recoveries granted by courts of law. It follows, therefore, that in a large class of executory contracts, express and implied, which the law regards as creating no property right, nor interest analogous to property, but only a mere personal right and obligation, equity recognizes, in addition to the personal obligation, a peculiar right over the thing concerning which the contract deals, which it calls a “lien,” and which, though not property, is analogous to property, and by means of which the plaintiff is enabled to follow the identical thing, and to enforce the defendant’s obligation by a remedy which operates directly upon that thing. The theory of equitable liens has its ultimate foundation, therefore, in contracts, express or implied, which either deal with or in some manner relate to specific property, such as a tract of land, particular chattels or securities, a certain fund, and the like. It is necessary to divest one’s self of the purely legal notion concerning the effect of such contracts, and to recognize the fact that equity regards them as creating a charge upon or hypothecation of the specific thing, by means of which the personal obligation arising from the agreement may be more effectively enforced than by a mere pecuniary recovery at law. [Ibid.]
The law is well settled that an equitable lien “may be created by an express contract which shows an intention to charge some particular property with a debt or obligation,” 51 Am.Jur.2d Liens § 25 (1970), or it may be created without agreement based on general considerations of right and justice arising from the conduct and relations between the parties. Pomeroy’s, supra, § 1239; 53 C.J.S. Liens § 5 (1987).
In respect of liens arising by express contract,
the agreement must deal with some particular property, either by identifying it, or by so describing it that it can be identified, and must indicate with sufficient clearness an intent that the property so described, or rendered capable of identification, is to be held, given, or transferred as security for the obligation.
*563[.Pomeroy’s, supra, § 1235.]
Nevertheless, because of the doctrine’s equitable origins, no specific formula or language is mandatory before an agreement may be construed to create an equitable lien:
The form which an agreement shall take in order to create an equitable lien or mortgage is quite immaterial, for equity looks at the final intent and purpose rather than at the form. If an intent to give, charge or pledge property, real or personal, as security for an obligation appears, and the property or thing intended to be given, charged or pledged is sufficiently described or identified, then the equitable lien or mortgage will follow as of course.
[Rutherford Nat’l Bank v. H.R. Bogle & Co., 114 N.J.Eq. 571, 574, 169 A. 180 (Ch.1933).]
In addition, independently of any express agreement, an equitable lien “may arise by implication out of general considerations of right and justice, where, as applied to the relations of the parties and the circumstances of their dealings, there is some obligation or duty to be enforced.” 53 C.J.S. Liens, supra, § 8. Our eases have consistently recognized the distinctly equitable foundation on which recognition of equitable liens is predicated:
The whole doctrine of equitable liens or mortgages is founded upon that cardinal maxim of equity which regards as done that which has been agreed to be, and ought to have been, done. To dedicate property, or to agree to do so, to a particular purpose or debt is regarded in equity as creating an equitable lien thereon in favor of him for whom such dedication is made. This wholesome equitable principle is one of wide, if not universal, recognition and application. [Rutherford Nat’l Bank, supra, 114 N.J.Eq. at 573-74, 169 A. 180.]
This Court applied the equitable lien doctrine in In re Hoffman, 63 N.J. 69, 304 A.2d 721 (1973), to afford a basis for recovery to an accountant who had prepared and filed amended tax returns for the decedent based on a promise that the accountant’s fee would be paid out of the proceeds of any refund received. The decedent’s estate was insolvent, and the claims of judgment creditors entitled to priority exceeded the available funds. The accountant was merely a general creditor, not having reduced his claim to judgment. Nevertheless, we imposed an equitable lien on the tax refund to the extent of the accountant’s fee, recognizing the inequity of permitting the judgment creditors to derive the entire benefit of the fund created by the accountant’s efforts:
*564An equitable Men “may be created by express executory contracts relating to specific property then existing, or property to be afterward acquired; and sometimes they are raised ex aequo et bono, according to the dictates of equity and conscience, as where a contract of reimbursement could be impMed at law ...[.]” Temple v. Clinton Trust Company, 1 N.J. 219, 226 [62 A.2d 690] (1948). See also In re Loving, 62 N.J. 336, 341 [301 A.2d 721] (1973). Such a Men is a right of a special nature in a fund and constitutes a charge or encumbrance upon the fund. See [Pomeroy’s, supra, § 1233; 51 Am.Jur.2d Liens, supra, § 22], Where one promises to pay for services rendered out of a fund created in whole or in part by the efforts of the promisee, a Men in favor of the promisee will attach to the fund when it comes into existence. * * *
None of the parties has disputed that Robert Hoffman intended to pay the fee of Brooks from the amount received through the tax refund. Since the fund was created by the efforts of Brooks, we think that his claim falls within the definition of an equitable Men. Accordingly, before others receive the benefit of his efforts, equity requires that Brooks’ claim be satisfied.
[Id. at 77-78, 304 A.2d 721.]
Ill
The Court first concludes that neither the express terms of the commission agreement between VRG and Golden Reef nor evidence concerning the intent of the parties “establish[es] an implied agreement that the rents were to be pledged or dedicated as security for payment of commissions.” Ante at 552, 641 A.2d at 525. The Court observes that the language of the agreement “makes clear that the rents are used only as a measure of the amount and timing of commission payments, not as their source or security.” Ante at 550, 641 A.2d at 524.
The Court’s analysis imposes a too-heavy burden on the literal language of the commission agreement. “The form which an agreement shall take in order to create an equitable lien or mortgage is quite immaterial * * *.” Rutherford, Nat’l Bank, supra, 114 N.J.Eq. at 574,169 A 180. If the majority is correct in its assumption that a necessary predicate to recognition of an equitable lien is an agreement “that the rents were to be pledged or dedicated as security for payment of commissions,” ante at 552, 641 A.2d at 525, resort to the equitable-lien doctrine would be unnecessary. Had the language been sufficiently specific, VRG *565arguably could have filed a UCC-1 financing statement or recorded an assignment of rents, as GKN acknowledges in its post-argument letter brief. To require as a condition for recognition of an equitable lien language in the commission agreement specific enough to create a security interest requiring filing of a financing statement, N.J.S.A 12A:9-302, or to require provision for an assignment of rents sufficiently specific to permit recording with the County Clerk, would be inconsistent with the origins of the doctrine of equitable liens. “[B]ut the doctrine of equitable liens would never have come into existence if it were true that one who claims such a lien must first show a lien at law. Equitable liens become necessary on account of the absence of similar remedies at law.” Jones v. Carpenter, 90 Fla. 407, 106 So. 127, 128-29 (1925).
The Court’s analysis also highlights language in the contract stating that the commission shall be “equal to” six percent of the rents collected each month, and notes that that language does not provide specifically that VRG would receive six percent of the rents collected. The language relied on by the majority, however, must be examined in the context of the agreement as a whole. See Elam v. Monarch Life Ins. Co., 598 A.2d 1167 (D.C.1991) (holding that contingency-fee agreement between attorney and client showed sufficient intent to create equitable lien in favor of attorney, and that “stringent rule making the existence of an attorney’s lien depend * * * on whether words of equivalency (‘a sum equal to’) or identity (‘thirty percent of the funds recovered’) are used” should not be followed).
Other language in the agreement clearly conveys Golden Reefs intention to pay VRG out of the rents. Notably, the commissions were contingent on the collection of rents. Furthermore, the six-percent commissions were to be calculated only on the basis of the amount of rent collected each month. Thus, if a lessee were late in paying its rent, VRG would have to wait until payment was made before receiving its six-percent monthly commission on that lease. The timing of the commission payments also suggests that they were to be paid out of the rents collected: “Each such *566monthly commission payment shall be paid by [Golden Reef] to [VRG] within ten (10) days after receipt by [Golden Reef] of the subject monthly rental payment.”
Not only the language of the commission agreement confirms the inextricable connection between the monthly rental payments and VRG’s commission. As the trial court observed, the shopping-center leases ranged in length from five to twenty years, with the result that VRG would not have been paid in full until twenty years after the opening of the shopping center. As David Nussbaum, GKN’s vice president testified at trial, commissions to brokers for procuring GKN’s shopping-center tenants were customarily paid over a much shorter term and were not tied to the length of the underlying leases:
Q In your experience how are leasing brokers usually paid their commissions?
A You know, there are a series of different, you know, ways to go. We typically pay a leasing broker $3 a square foot on small space, $2 a square foot on medium sized space and $1 a square foot on large space. So if somebody leased a 10,000 square foot space which we would consider medium size, they would get a $20,000 commission and we would either pay half of that cm execution of the lease and the remainder over a year or two or three, whatever.
The payment schedule would be subject to negotiation with the leasing broker wanting to get as much as possible upon execution of the lease. (Emphasis added).
See also Bernard H. Goldstein, A Documentary Guide to Commercial Leasing 27 (Supp.1990) (stating, “It is a common practice in lease transactions to have the broker’s commission payable in installments over the earlier years of the term of the lease.”).
Thus, by linking its obligation to pay VRG’s brokerage commission with the collection of each installment of monthly rent under each of the leases procured by VRG, Golden Reef effectively acknowledged its intention to pay VRG from the monthly rent collections, although no express pledge of the rents as collateral is set forth in the commission agreement. “Where one promises to pay for services rendered out of a fund created in whole or in part by the efforts of the promisee, a lien in favor of the promisee will attach to the fund when it comes into existence.” Hoffman, supra, 68 N.J. at 77, 304 A.2d 721.
*567Although rejecting the express provisions of the commission agreement as a basis for imposing an equitable lien, the Court acknowledges that an equitable lien may be founded on “‘the dictates of equity and conscience * * ” Ante at 546, 641 A.2d at 522 (quoting Temple, supra, 1 N.J. at 226, 62 A.2d 690). The Court, however, emphasizes unduly the need for proof of unjust enrichment as a prerequisite for recognition of an equitable lien apart from an express contract, and concludes that because GKN was not unjustly enriched, imposition of an equitable lien against it is precluded. Ante at 553-55, 641 A.2d at 526.
The treatises and precedents, however, do not insist on a finding of unjust enrichment and recognize that an equitable lien, if not arising from an express contract, “is implied and declared by a court of equity out of general considerations of right and justice as applied to the relations of the parties and the circumstances of their dealings.” Farmers & Merchants Bank v. Commissioner, 175 F.2d 846, 849 (8th Cir.1949); accord United States v. 1364.-76875 Wine Gallons, More or Less, of Spirituous Liquors, 60 F.Supp. 389, 392 (E.D.Mo.1945); Fallon v. Worthington, 13 Colo. 559, 22 P. 960, 962 (1889); Johnson v. Craig, 158 Fla. 254, 28 So.2d 696, 699 (1947); Pomeroy’s, supra, § 1239; 51 Am.Jur.2d Liens, supra, § 30; 53 C.J.S. Liens, supra, § 5. As one court has noted:
“An equitable lien does not of necessity rest exclusively upon an express agreement. It may arise from circumstances of such nature as to require the presumption upon general considerations of justice as between those conducting commercial transactions according to a reasonable standard of integrity that an equitable lien was meant. * * * If the arrangement between the parties, interpreted in the light of the conditions in which they were placed, indicates a contemporaneous intention to adjust their rights upon a basis which can be established only by resort to the equitable principle of lien or pledge, then, in the absence of an intervening adversary interest, such an intent will be executed in chancery.”
[Meteor Prods. Co. v. Societe d’electro chinde et d’electro metallurgie, 263 Mass. 543, 161 N.E. 875, 877 (1928) (alteration in original) (quoting Westall v. Wood, 212 Mass. 540, 99 N.E. 325, 325-26 (1912)).]
Apart from the express agreement between VRG and Golden Reef, “general considerations of right and justice” support the imposition of an equitable lien on the shopping-center rents in *568favor of VRG, on the basis of GKN’s failure to condition the closing on proof that VRG’s commissions had been paid. GKN’s officer testified, and the purchase agreement confirmed, that Golden Reef was to remain responsible for the commissions. GKN’s attorneys necessarily were aware that VRG, if not paid by Golden Reef, could attempt to recover the unpaid commissions from GKN, having modified the contract of sale specifically to require Golden Reef to indemnify GKN against such a claim. The concession by GKN’s counsel at oral argument that the “more prudent business judgment” would have required GKN to condition the closing on establishment of an escrow fund to secure payment of VRG’s commissions may understate GKN’s obligation. GKN either was inadequately advised of the risk of closing without securing payment of VRG’s commissions or, if adequately advised, elected to bear that risk in order to induce Golden Reef to close, and possibly to provide Golden Reef with added leverage in its negotiations with VRG. In either case GKN participated in structuring the closing in a manner that did not adequately protect VRG’s interests, of which GKN had been fully informed. In that context, a court would be hard pressed to find more compelling grounds for recognition of an equitable lien based on “general considerations of right and justice as applied to the relations of the parties and the circumstances of their dealings.” Farmers & Merchants Bank, supra, 175 F.2d at 849. Combining the circumstances of the closing with the provisions of the commission-payment agreement, the case for recognition of an equitable lien in favor of VRG is clear and compelling.
Other courts have not been reluctant to acknowledge and protect equitable interests strikingly analogous to those that the Court’s opinion deems undeserving of protection by recognition of an equitable lien. In Fiberchem, Inc. v. General Plastics Corp., 495 F.2d 737 (1974), the Ninth Circuit enforced commission claims of the exclusive sales agent of a defunct manufacturer against the purchaser of the manufacturer’s outstanding sales orders who had refused to pay the commissions. Fiberchem, the sales agent, sued Rowland, the purchaser, for commissions on sales by Rowland to *569Boeing Corporation (Boeing) based on Boeing purchase orders that Rowland had acquired from General Plastics, the manufacturer. Rowland was aware of General Plastic’s obligation to Fiber-chem, but Rowland’s agreement with General Plasties disclaimed any assumption of liability for commissions to Fiberchem. Rejecting Rowland’s contention that it had purchased General Plastic’s assets free of any claims by Fiberchem, the court observed:
We discuss first Rowland’s argument that it is not liable at all for commissions to Fiberchem. Although there is some dispute whether or not an assignee for value takes his claim free from the equities of third persons against the assignor, of which the assignee had no notice, there is no dispute that the assignee takes his claim subject to the equities of third persons against the assigned right where he has knowledge of such equities. * * *
Here, it is undisputed that Rowland purchased assets from General with full knowledge of Fiberchem’s right to commissions. Rowland had ample opportunity to negotiate with General for a purchase price that would take into account Rowland’s possible liability to Fiberchem. In fact, there is some evidence in the record suggesting that the purchase price actually was determined with an eye toward such liability. Moreover, the clause in the General-Rowland contract in which Rowland disclaimed liability for sales commissions, though ineffective here against the claims of Fiberchem, may well permit Rowland to seek indemnification from General. Hence, we conclude that Rowland is liable to Fiberchem for commissions on the outstanding purchase orders assigned to it by General.
[.Id at 738-39 (citations omitted).]
Although Fiberchem did not seek recovery on the basis of the equitable-lien doctrine, the court expressly recognized its potential applicability:
This same result perhaps could be reached on the theory that Fiberchem, as the procuring cause of the sales to Boeing, has an equitable lien on the proceeds of these sales to the extent of the commissions earned. This equitable lien could be enforced against an assignee of the purchase orders with notice of the existence of the commission agreement (Rowland), as well as against the original contractor (General). However, since the theory of equitable liens was never raised either here or in the district court, we are reluctant to base our decision upon it.
[Id at 739 n. 1 (citations omitted).]
The facts at hand are even more compelling than those that prompted the Ninth Circuit to protect Fiberchem’s claim for sales commissions. Imposition of an equitable lien against the rental *570payments due under the shopping-center leases would result in no injustice to GKN. It acquired the shopping center with full notice of VRG’s claim and contract rights, and it structured the transaction in a manner that exposed it to the very risk that has transpired: that Golden Reef would fail to pay the balance of commissions and VRG would assert its claim against GKN. That VRG has no express security interest in the rents because its commission agreement did not provide “that the rents were to be pledged or dedicated as security for payment of commissions,” ante at 552, 641 A.2d at 524 is no bar to recognition of an equitable lien. To the contrary, “[ejquitable liens become necessary on account of the absence of similar remedies at law.” Jones, supra, 106 So. at 128. VRG’s claim, in the context of GKN’s indefensible failure to assure that Golden Reef paid VRG’s commissions as a condition of closing, presents a classic example of the equitable-lien doctrine’s capacity to provide relief that would not otherwise be available in a suit for money damages.
I would affirm the judgment of the Appellate Division.
Justice Clifford joins in this opinion.
For reversal & reinstatement—Chief Justice WILENTZ, and Justices POLLOCK, O’HERN, GARIBALDI and HANDLER-5.
For affirmance—Justices STEIN and CLIFFORD-2.