More Sour Grapes: Investor Sues Nantucket Wine Festival Owners

Roy Jay, an investor and minority owner of the Nantucket Wine Festival, sued business partners Nancy Bean, the Wine Festival's executive director, along with Mark Goldweitz and David Goldweitz, on Tuesday. In the complaint, Jay is seeking more than $700,000 and alleges Bean and the Goldweitzs failed to pay him $250,000 in shortfall payments, consult with him on major decisions regarding the festival, its operations, and power structure after securing a minority stake, and failing to provide him with insight into the Wine Festival’s finances.

The lawsuit marks the latest legal battle surrounding the Nantucket Wine Festival, which was embroiled in a hostile takeover attempt earlier this year that Bean vigorously defended in court. The 2025 festival was held under her leadership, but was forced to relocate from its traditional location at The White Elephant hotel as a result of the feud.

“In 2018, Mark Goldweitz convinced Jay to become a member of Nantucket Wine Festival LLC (the 'LLC'), established to operate the annual Nantucket Wine Festival,” the lawsuit says. “At the time, Mark Goldweitz was the LLC's Manager, and Bean was the member responsible for the Wine Festival's day-to-day operations. Due to Jay's initial misgivings regarding the investment's economic viability, Goldweitz personally guaranteed that Jay would receive ‘shortfall payments,’ which, when combined with the LLC's annual distributions, would total at least $50,000 per year. As memorialized in a written agreement, Jay decided to invest in the LLC based on this assurance.

“Although Jay entered as a minority member of the LLC, he held a powerful swing vote between Mark Goldweitz and Bean, both of whom held less than half of the LLC's voting rights,” the suit continues “When he joined the LLC, the members amended the LLC's operating agreement to require the manager to notify Jay of and secure his consent to numerous major decisions, such as incurring significant debt or entering into certain contracts.”

Jay alleges that in 2022, Bean and the Goldweitzs devised a plan that would exclude him from the benefits of his investment and the annual shortfall payments of $50,000.

“First, Mark Goldweitz transferred his interest in the LLC (and, along with it, the obligation to make Jay's shortfall payments) to his son, David Goldweitz. Next, Bean took over Mark Goldweitz's role as the LLC's manager without Jay's consent, as the operating agreement required,” the suit says. “Then, ostensibly acting as the LLC's Manager, Bean engaged in a highly irregular transaction by which the LLC redeemed David Goldweitz's membership interest in exchange for cash payments and an entitlement to the LLC's future profits.

“These transactions benefited Bean and David Goldweitz at Jay's expense,” the suit continues. “After the transaction consummated using the LLC's resources – Bean controlled more than half of the LLC's voting rights. This meant Jay no longer held a swing vote and could only impact the few LLC decisions requiring a unanimous vote. And by redeeming his membership interest, David Goldweitz attempted to extinguish his obligation to pay Jay up to $50,000 a year in shortfall payments. In return, Goldweitz received $205,000 (in cash and a promissory note), a share in the LLCs' yearly profits, and proceeds from any future sale of the LLC. In effect, Bean and Goldweitz structured the transaction so Goldweitz could share in the LLC's profits without making the shortfall payments his father had promised to Jay to induce him to invest in the LLC.”

Through a spokesperson, Bean stated Jay's allegations would be thrown out of court once again.

“He tried this before and the court dismissed it," Bean stated. "The festival was great this year and will be even better next year. Dates are set for May 27-31, 2026.
Roy hasn’t attended the festival since 2018. Hopefully, he can attend next spring and see what he has been missing.”

In the lawsuit, Jay stated that Mark Goldweitz first approached him about investing in the Wine Festival in May of 2017. Jay said that while he was hesitant to make an investment in an out-of-state wine festival since he lives in Florida, he admitted, “Mark Goldweitz’s persistence paid off.”

In January of 2018, the Goldweitzs and Bean created three documents that transferred a 10 percent stake in the Wine Festival to Jay in exchange for a $500,000 investment.

Bean initially received a 29.4 percent stake in the LLC, but by 2022, had a 41 percent stake, leaving the LLC voting rights at 49 percent for Mark Goldweitz, 41 percent for Bean, and 10 percent for Jay.

“Although Jay held the lowest share of voting rights, at this point he could exercise a critical tie-breaking vote between Mark Goldweitz and Bean,” the suit reiterated.

Jay stated that he has not received any of the shortfall payments he was promised and entitled to under the contract, which he claims is an amount of $250,000. Jay alleges that Mark Goldweitz found himself in financial and legal trouble, which led to funds from the Wine Festival being used to pay for the legal expenses associated with the litigation against Goldweitz.

In September 2022, Mark Goldweitz allegedly transferred at least 41 percent of his interest in the Wine Festival to his son, David, with a majority of that stake then being transferred to Bean as part of their agreement, detailed above, which gave her a majority stake in the Wine Festival’s voting.

“On or about September 13, 2022, Bean emailed Jay with an outline of terms she had already offered to David Goldweitz related to the purchase of the majority of his interest in the LLC,” the suit says. “Bean proposed that she would acquire 35 percent of David Goldweitz's membership interest in the LLC, leaving David with 6 percent of the outstanding shares in the LLC. In exchange, Bean would pay David $200,000. Shockingly, Bean also proposed that the LLC itself would assume debt guaranteed by Mark Goldweitz, take over payments Mark Goldweitz owed to Denis Toner, and assume all start-up costs and investments for the 2023 Wine Festival. Bean also proposed that she would ‘have full operating control of the business,’ which would be governed by a new operating agreement.”

Jay said the email was the only notice he received of the proposed transaction and that he was not allowed to review the final agreement before it was executed.

“Bean failed to provide notice to Jay prior to causing the LLC to enter into a contract with David Goldweitz by which the LLC incurred debt to Goldweitz in excess of $100,000, breaching the assignment agreement and her fiduciary duties to Jay as a member and manager of the LLC,” the suit alleges.

Jay added that Bean took over as manager without his approval, citing that in the contract he signed, the LLC manager could only leave/be removed by two methods. Either Mark Goldweitz could leave the position by giving at least 30 days’ notice to all members or by being removed at any time, on the condition that members voted unanimously to remove the manager.

“By ceasing to act as manager, Mark Goldweitz breached the LLC Agreement,” the suit says. “Mark Goldweitz did not provide notice to Jay of his intent to resign as manager. Jay also did not vote to remove Mark Goldweitz for cause. Bean also breached the LLC Agreement by claiming to act as the LLC's manager even though Jay did not elect her manager in accordance with sections 2.06(d) and 3.02 of the LLC Agreement.”

Jay said he emailed Bean in September of 2023 requesting the Wine Festival’s 2023 financial statements, but she ignored his request. She also allegedly ignored requests for documents made by Jay’s counsel.

There are 12 counts affiliated with the lawsuit: breach of contract – LLC agreement (one count each against Bean and the Goldweitzs); breach of contract – assignment agreement (against Bean); breach of contract – letter agreement (one count each against Mark and David Goldweitz); breach of the covenant of good faith and fair dealing against all three defendants; breach of fiduciary duty (one count against each defendant); unjust enrichment (against all defendants); and accounting (against Bean).

Jay is demanding a jury trial all counts and is requesting the court to enter judgment in favor of Jay against Bean and the Goldweitzs on all counts of the complaint, order the defendants to provide an accounting of all of Nantucket Wine Festival LLC's books and records, award Jay actual damages, and award any other relief the court deems just, appropriate, and equitable.