The Herald, Sharon, Pa.

February 9, 2013

Judge approves agreement to dissolve partnership

By Joe Pinchot
Herald Staff Writer

HERMITAGE — A judge has signed off on an agreement for the dissolution of a business relationship.

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 had 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, 35 percent.

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

Before an agreement was reached, Carpenter changed the locks and removed her authority from accounts held by the company, of which she had been treasurer, she said.

She sued last year, 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 could not be put on her membership interest.

During the litigation, the parties reached agreement that Patten’s interest in Zacklon is $43,123, and Carpenter agreed to pay that amount to her within 90 days of the Thursday order by Mercer County Common Pleas Judge Robert G. Yeatts, or upon refinancing of the corporate debt.

While Patten will have no personal liability for the debt, she will have to cooperate in executing any documents concerning the refinancing.

“This dispute primarily involved valuing her membership in the LLC,” said William G. McConnell Jr., attorney for Carpenter and Zacklon. “This is essentially the agreement to buy her out.”

Patten’s attorney, Chester B. “Barney” Scholl Jr., declined to comment other than to say he thought the order spoke for itself.