Securities and Exchange Commission v. Nadel et al

Filing 882

MOTION to Approve Settlement by Burton W. Wiand. (Attachments: #1 Exhibit A - Settlement Agreement)(Lamont, Michael)

SETTLEMENT AGREEMENT
WHEREAS, by orders dated January 21, 2009, June 3, 2009, January 19, 2010,
and September 23, 2010, the Court in Securities & Exch. Comm'n v. Arthur Nadel, et al.
Case No. 8:09-cv-87-T-26TBM (M.D. Fla.) (the "SEC Receivership Action"), appointed
Burton W. Wiand as Receiver (the "Receiver") for Scoop

Capital, LLC; Scoop

Management, Inc.; Scoop Real Estate, L.P.; Valhalla Investment Partners, L.P.; Valhalla
Management, Inc.; Victory IRA Fund, LTD; Victory Fund, LTD; Viking IRA
Fund, LLC; Viking Fund, LLC; Viking Management, LLC; Venice Jet Center,
LLC; Tradewind, LLC; Laurel Mountain Preserve, LLC; Laurel Preserve, LLC;
Laurel Mountain Preserve Homeowners Association, Inc.; Marguerite J. Nadel
Revocable Trust UAD 8/2/07; Guy-Nadel Foundation, Inc.; Lime Avenue Enterprises,
LLC; A Victorian Garden Florist, LLC; Viking Oil & Gas, LLC; Home Front Homes,
LLC; and Traders Investment Club (collectively, the "Receivership Entities"); and
WHEREAS, the Receiver intends to commence a lawsuit in the United States
District Court for the Middle District of Florida, Tampa Division (the "Lawsuif), to
assert claims seeking the return of certain funds received from or at the direction of one
or more of the Receivership Entities by Geofco Holdings, Inc. ("Geofco"), Michael G.
Edgecombe, and Barbara Edgecombe (collectively the "Defendants") in excess of their
investment in one or more of the Receivership Entities, which investment(s) were made
in the name of Geofco (the "Settled Claims");
WHEREAS, the Defendants without admitting liability, wish to resolve these
matters amicably; and

EXHIBIT A

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WHEREAS, any resolution of the Lawsuit by agreement of the Receiver and the
Defendants is subject to approval by the Court presiding over the SEC Receivership
Action (the "SEC Receivership Court");
NOW, THEREFORE, and subject to the approval of the SEC Receivership Court,
the Defendants have agreed to pay, jointly and severally, and the Receiver has agreed to
accept a total of $150,000.00 in full settlement of the Settled Claims to be paid as
follows: (1) $25,000 to be paid on or before July 31, 2012; (2) a second payment of
$25,000 to be paid on or before September 30, 2012; and (3) a third and final payment of
$100,000 to be paid on or before December 31, 2012 after approval by the SEC
Receivership Court.
Upon receipt and clearing of the full settlement payment, the Receiver, on behalf
of the Receivership Entities and their employees, agents, representatives, beneficiaries,
and assigns, shall be deemed to have released and forever discharged the Defendants and
any persons and entities related to or controlled by the Defendants or in which the
Defendants have a beneficial interest of and from any and all claims asserted, or which
could have been asserted in the Lawsuit which relates to Geofco's investment in
Receivership Entities, as well as any and all other claims, demands, rights, promises, and
obligations arising from or related in any way to Geofco's investment in any product,
fund, entity, or venture established, operated, or controlled by Arthur Nadel and
Receivership Entities.
In further consideration of the release of claims described above, the Defendants
warrant that $300,000.00 is the total amount of money or value the Defendants received
from Receivership Entities in excess of their investment made in the name of Geofco, and

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the Defendants agree to waive and do hereby waive any claim that they had, have, or
hereafter may have against the Receiver and/or the Receivership Entities.
In further consideration of the Receiver's release of claims as described above,
the Defendants, jointly and severally, agree to indemnify and hold harmless the Receiver
of and from any claim that may arise between or among the Defendants in connection
with this settlement.
The Receiver and the Defendants understand and agree that, subject to the
approval of the SEC Receivership Court, the payment of the aforesaid total sum and
waiver of claims is in full accord and satisfaction of and in compromise of disputed
claims, and the payment and waiver are not an admission of liability, which is expressly
denied, but are made for the purpose of terminating a dispute and avoiding litigation.
After execution of this Settlement Agreement by all parties, the Receiver will
promptly move the SEC Receivership Court for approval of this settlement. To the
extent necessary, the Defendants agree to assist the Receiver in seeking the SEC
Receivership Court's approval of this settlement. The Defendants understand and agree
that each party shall bear their own individual costs and attorney fees incurred in the
resolution of this matter.
In the event the Defendants fail to make payment as provided by this Settlement
Agreement, the Defendants hereby consent to the immediate entry of a joint and several
Judgment upon the filing of an affidavit from the Receiver certifying failure of payment.
The Defendants acknowledge and agree that such Judgment will be for $300,000, less
any payments, plus interest at the legal rate from the date of this agreement.

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The Receiver and the Defendants agree this Settlement Agreement shall be
governed by and be enforceable under Florida law in the United States District Court for
the Middle District of Florida, Tampa Division,
Counsel for the Receiver is expressly authorized to sign this agreement on behalf
of the Receiver.

The Receiver and the Defendants also agree that electronically

transmitted copies of signature pages will have the full force and affect of original signed
pages.
In witness whereol"the parties have set their hands as^the dates indicated.

By:

By
MIcKael

Edgecombe

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