My Business Partner Locked Me Out of the Company I Built. He Forgot I Still Owned the Building.
Part 2: The Papers in the Kitchen Drawer
Frank’s lawyer was a woman named Jean Kowalski who worked out of a converted Victorian on Main Street. She had a golden retriever named Biscuit who slept under her desk and a coffee maker that had been continuously operational since the Reagan administration.
I’d met her once, in 2019, when Frank had drawn up the option.
I’d almost forgotten it existed.
Here’s what happened. When I signed the lease on the Sycamore building in 2019, Frank was sixty-four and already talking about slowing down. He owned the building outright, no mortgage, inherited half from his father and bought his brother out in the nineties. He liked me. He liked that I paid rent early. He liked that I remembered his wife’s name and asked about her chemo.
So he’d offered me something.
A right of first refusal, structured as a straight purchase option, exercisable at any time in the next ten years, at a fixed price of one-point-one million dollars.
The building was now worth about three-point-four.
I hadn’t taken it seriously at the time. I’d signed because Frank asked me to and because my lawyer said there was no downside. Then I’d put the paperwork in a manila envelope in my kitchen drawer under the takeout menus and forgotten about it for four years.
Doug didn’t know it existed.
Doug thought Halberg-Reiner had a standard commercial lease with a landlord who was going to raise rent eight percent next quarter. He’d complained about it in the last board meeting. Kevin had nodded in his sleepy Kevin way.
Frank was sitting across from me in Jean’s office, drinking coffee out of a mug that said WORLD’S OKAYEST GRANDPA.
“Ellen. Before we do this. Are you sure?”
“I have one-point-four in the personal account. I can wire the down payment today. I’ll get a bridge loan for the rest by Friday. Jean, you know a banker.”
“I know three.”
“Pick the fastest one.”
Jean was already pulling the file. Biscuit shifted under the desk.
“You understand,” Jean said, “that once you exercise the option, you become the landlord of your own company. Which, if I’m reading between the lines correctly, is a company you have just been locked out of.”
“Yes.”
“And you understand that the lease Halberg-Reiner has on this building is due for renewal in seven weeks.”
“Yes.”
“And you understand that as landlord, you are not obligated to renew that lease.”
I set my coffee down.
“Jean,” I said. “I’m counting on it.”
She almost smiled. Almost. Jean Kowalski did not smile easily. She’d been Frank’s lawyer for thirty years and I suspected she’d seen a lot of men underestimate a lot of women.
Frank pushed the papers across the desk.
I signed my name in the same blue pen I’d used to sign the incorporation documents for Halberg-Reiner six years ago. I’d kept that pen. I’m not sentimental about many things, but I’m sentimental about that pen.
Frank signed. Jean notarized. Biscuit woke up, walked around the desk, put his head on my knee for a second, and went back to his spot.
“Congratulations,” Jean said. “You just bought a building.”
I drove home. I sat in my driveway for a while. Then I walked into my house, went to the kitchen drawer, pulled out the manila envelope, and put it on the counter next to the new envelope Jean had given me.
The old paper had a coffee ring on it from 2019.
I made myself a sandwich. Turkey, mustard, no cheese. I ate it standing up at the counter.
Then I called my sister.
“Meg.”
“Ellen, oh my god, I saw a LinkedIn post, is it true they, “
“Meg. I need you to do something. You still know Rachel at the Cedar Falls Business Journal?”
“Yeah, we do book club.”
“I need you to have coffee with her tomorrow. Don’t tell her anything. Just have coffee. And when she asks how I’m doing, you tell her I seem oddly cheerful.”
A pause.
“Ellen. What did you do.”
“Nothing yet.”
“Ellen.”
“I love you. Have coffee with Rachel.”
I hung up.
Here is what I did not do that afternoon. I did not call Doug. I did not respond to the seventeen text messages from various employees asking what was happening. I did not post anything on LinkedIn. I did not call the lawyer the suit had suggested I should contact about the “misappropriation allegations,” which I already knew were fabricated because I knew exactly which invoices Doug would have used to build a case, and I knew that every single one of them had my signature on it because I signed everything, because Doug had told me for six years that signing everything was “part of being CEO.”
Doug was not a stupid man. Doug was a careful man. He had been building this for a while. Probably since the Series B closed in March and we’d both suddenly been worth, on paper, a lot of money.
But careful men have a weakness. They plan for what they can see.
Doug could see the cap table. He could see the board. He could see the bylaws. He could see the employment contracts.
He could not see the manila envelope in my kitchen drawer.
That night I got a text from Marta. Just one line.
*Whatever you need. I’m in.*
I didn’t answer. I couldn’t yet.
I went to bed. I slept for nine hours, which surprised me. When I woke up, I had eleven missed calls from Doug.
I let them sit.
I made coffee. I opened my laptop. I pulled up the lease agreement between Halberg-Reiner Analytics LLC and Petrangeli Properties LLC, which I had, until yesterday, been a tenant under, and which, as of 4:47 PM yesterday, I was now the landlord of.
Section 14, paragraph B. Lease renewal terms. Renewal is at sole discretion of Landlord, with ninety days written notice required for non-renewal.
The current lease expired in forty-nine days.
I did the math twice.
Then I opened a new document, and I began to write a letter.
