Vixens LLC v. Mary Ellen Goff, executrix and Trustee of the Estate of William T. Goff Jr., deceased
PA – James B. Crawford III; J - Sanders
* William T. Goff Jr., deceased, was a 50 percent member in Vixens. Mary Ellen Goff, the defendant, was named Trustee of his estate for the benefit of William T. Goff III, his son, and also named Mary Ellen Goff as his Executrix. Henry E. Worcester III and Rosemary H. Worcester, are the remaining 50 percent members of Vixens and during Goff's lifetime, signed an operating agreement for Vixens LLC, setting forth procedures in the event of the death of one of the members. On April 23, 2009, the Defendant was notified that she was elected as appraiser, and acknowledged receipt of the decision. The Defendant did not comply with the terms of the operating agreement, failing to name an appraiser and refused to close due to concerns about the appraisal. The Plaintiff says it has performed all the obligations under the signed operating agreement and tendered the Defendant a check in the amount of $25,935 as a 10 percent cash down payment as per the opening agreement and executed a promissory note in the amount of $233,415. William T. Goff Jr. also had a one-third interest in the Underground Casino and Lounge LLC. The Defendant failed to select an appraiser as set by the terms of the operating agreement, failing to transfer ownership shares to the Plaintiff and perform in accordance with the signed operating agreement. The Plaintiff demands that the Defendant be required to perform the contract by signing the Bill of Sale and accept the delivery of the note, and if necessary, a special commissioner be appointed to convey the interest of William T. Goff, Jr. in the Plaintiff company as well as an order declaring the effective date of the transfer to July 23, 2009, and that the court find that the Defendant is not entitled to any profits from that date forward.
Case number: 09-C-333, Ref: 09-C-332