The Herald, Sharon, Pa.


July 28, 2012

Ex-partnership hits a legal snarl

HERMITAGE — A business partnership gone sour has resulted in a breach of contract lawsuit.

Zacklon Inc. of Hermitage is a limited liability company created by Thomas W. Carpenter and Maureen L. Patten in 2004 to convert a home at 960 S. Hermitage Road into an office building, and own and manage the property.

Anchor tenants of the building have been Carpenter’s Creative Technology Consultants, a computer networking business, and Patten’s Patten Professionals, an accounting firm.

Under the company’s operating agreement, Carpenter held 65 percent interest and Patten the rest.

Patten, who sued Carpenter and Zacklon, said she provided notice on April 28, 2011, of her intention to resign as a member of the company and requested a buyout or dissolution.

Patten, of West Middlesex, said she extended the deadline to complete the dissolution or buyout to Dec. 31 but, sometime that month, Carpenter changed the locks and removed her authority from accounts held by the company, of which she had been treasurer.

She is asking Mercer County Common Pleas Court to appoint a trustee to sell the company’s assets and dissolve it.

In his answer to the suit, Carpenter said Patten has not provided complete financial information so that a value cannot be put on her membership interest.

Patten is asking for an amount of money through a buyout or repurchase that is believed to exceed her membership interest, Carpenter said.

Concerning changing the locks and removing Patten’s name from accounts, Carpenter said those actions did not violate the contract and were not improper or illegal “in light of (Patten’s) resignation and her failure to pay rent and her share of company expenses.”

Patten failed to pay her share of expenses for operation and maintenance starting with prior to her resignation, requiring Carpenter to pick up the financial slack, he said.

Carpenter, of Hermitage, also charged Patten with improperly accessing company bank accounts and using company money to pay personal debts.

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