By: Donny Simcha Guttman

Recently, a New York Appeals court ruled in favor of Jane Goldman, the daughter of the famed real-estate investor, Sol Goldman, giving further credence to her claims that she is the rightful manager of Solil Management. Sol, known for being the most successful investor in the business during his life, according to The Real Deal, owned hundreds of properties, including the Chrysler Building for some time.

When Sol died in 1987, he stated he wanted his daughter, Jane with her brother, Allen, to be the executors of his estates, Solil Management which includes hundreds of trusts, estates, LLCs (Limited Liability Companies), and holding companies worth between $4 billion to 16$ billion. Sol had two other children, Amy Goldman Fowler and Diane (or Dee-dee) Kemper. However, in recent years a major public dispute has resulted in lawsuits and a legal mess.

At the heart of the dispute is the stake that Sol’s wife, Lillian received from his will. In 1983 when Lillian threatened to divorce Sol, he vowed and wrote on a yellow legal notepad that if they stayed married, he would give a third of his fortune to her after his death. However, this contradicted the original version of the will, which granted Lillian properties where she could use the income they produced, but not own the income.

After Sol died, the New York Surrogate’s Court, which deals with wills, ruled that Sol’s note on the notepad was legally binding. In 1988, the siblings resolved that they would divide up equally their mother’s properties in the case of her death. However, since Lillian’s death in 2002, the dispute over dividing her property has not been resolved. Furthermore, Allan who managed the company with Jane, died from Parkinson’s in 2022. Since then, his son, Steven Gurney Goldman wanted to take the place of his father in distribution and decisions in the company. The judge overseeing the case in Delaware due to an LLC dispute occurring in the state, Judge James Travis, ruled that he was an “assignee”, but his privileges would be limited when it came to dividing his own father’s properties.

As a result of Jane being the executor of Sol’s will, the question that has muddied the waters is if Jane, as the executor of her father’s estates, is also the manager of Sol’s estate. Her sister Debra due to an eye condition lives with Jane and allegedly ceded control of her portion to Jane’s son and successor, Michael Lewis.  Jane also claims that her sister, Amy, didn’t want to be involved in her father’s business as reported by The Real Deal, “My father went over the will with each of his children. So we all knew what was happening. I remember specifically Amy being glad that it wasn’t her.” Amy has denied that and sued Jane as she claims in a lawsuit with Steven that, “She [Jane] has frozen out relatives with equal claim to the business in an effort to seek exclusive control for her own family branch, with the apparent intent of seizing the entire business to hand it over one day to her youngest child to the exclusion of Sol’s other lineal descendants.”

Adding to the complexities of the dispute, when Allen died in 2022, it coincided with an agreement the siblings made 14 years prior, which would allow them to sell percentages of their shares to the company. When Steven and Amy wanted to sell 5% of their shares, the assessor hired by Jane evaluated their share to be worth $91 million. They both thought that the assessment was undervaluing their shares. This furthered distrust between the parties, causing the dispute to escalate.

This past May, both parties attended a hearing in the aforementioned Delaware court, where they were settling which sibling, if any, was the sole manager of an LLC called SG Windsor. The reason for its importance was that the LLC was supposed to be a middleman between Sol’s company, Solil, and the family to distribute payments and file taxes, according to The Real Deal. However, details remain murky as to who is supposed to control the LLC. Jane believes that since she is the executor of the estate, she gets to control all the main functions, including SG Windsor.

She argued in the case that the siblings never took a vote on decisions concerning SG Windsor since she controls it, as she said, “That’s not how our office operated. We’ve never raised hands and voted in that manner.” Steven thinks he should take his father, Allen’s place, as his lawyer about the lawsuit, “If you want to manage the Goldman family real estate properties, you have to go through Solil, which means you have to go through SG Windsor. SG Windsor is at the apex; it’s the key entity, and that’s why we’re here.” However, Judge Laster recognized there are no records indicating who has control of the important LLC, “There are no documents establishing the transfer of interests in SG Windsor to the siblings. No one remembers how that was accomplished. It just happened,” the judge commented.

In the court ruling in recent days concerning the siblings’ dispute on the assessment for their shares, the judges ruled, “Contrary to plaintiffs’ assertion [Amy and Steven], the fact that defendant LLC was managed, opened bank accounts, or otherwise was operated in accordance with the operating agreement does not stop it from claiming that it is not bound by that agreement.” Thus, the ruling pushes back on Amy and Steven’s assertions that they should have a role in Solil Management. However, Amy’s lawyers vow to bring this case to trial to decide the main issue at stake, whether Jane really is the manager of Solil, as reported by the Real Deal he said after the ruling, “There are also several other claims related to her management of Solil. Now we are going to go to trial to decide whether she is entitled to manage Solil or not.” The Goldman dispute between the siblings and other family members continues to widen and get more complex.