Jane Goldman’s Solil Management Wins Appeal Fight

Steven Gurney-Goldman and his aunt Amy Goldman Fowler hit a major setback in their power struggle with Jane Goldman over the family’s multi-billion dollar real estate empire.

An appeals court last week upheld a lower court’s decision that said Steven and Amy cannot seek damages from Sol Goldman Investments, one of the key LLCs in the family business that controls a large portion of the Goldman properties.

The claim that SGI breached its contract is one of the lynchpins of Steven and Amy’s case.

“That is by far the primary claim. And that is why we are here,” Mitchell Geller, Amy’s attorney at Holland and Knight, said during a hearing in January.

The Goldman family members several years ago came up with a system through which they could begin cashing out their shares in the family business through put rights, which allow shareholders the right to sell shares back to a company at a fixed price within a set time period. The price of those put rights was to be determined by an appraisal, which valued the SGI portion of the properties at $1.8 billion. (There are two other LLCs that hold other Goldman properties, which were not part of the appraisal.)

But Steven and Amy claimed the appraisal was faulty and undervalued the properties by about $570 million. They sued Solil Management and several of its entities in late 2023 seeking to have the appraisal thrown out and done over again. A key part of their argument was that SGI had breached its contract by not adhering to the operating agreement that governs how it should conduct an appraisal.

Jane’s attorneys argued that SGI is not a party to the operating agreement (the Goldman family members are) and therefore could not be held liable for damages.

The Manhattan state supreme court judge overseeing the case ruled in Jane’s favor in August.

In his appeal, Geller argued that SGI effectively acted like it was a party to the agreement over many years and should therefore be liable for breach of contract, but the appellate judges did not agree.

“Contrary to plaintiffs’ assertion, 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,” they wrote in their February 6 decision.

Ryan Rakower, Steven’s attorney at Quinn Emanuel, said that even though the court threw out the claim against SGI, the legal team is still pursuing claims against Jane for breach of fiduciary duty as it relates to the appraisal. 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,” he said, adding that a trial is still probably a year or two away.

David Elsberg at Elsberg Baker & Maruri represented Sol Goldman Investments.