My Business Partner Sold Our Company Behind My Back for $2.4 Million. He Forgot Whose Name Was on the Patent.
The deal did not close on Friday.
Sandvik’s general counsel got Ellen’s call at 8:14 Wednesday morning and by noon their entire M&A team had gone dark. By Thursday afternoon their outside counsel had sent a formal notice of material misrepresentation to Marcus’s lawyers and put the wire in escrow pending review.
By Friday morning the USPTO had flagged the fraudulent assignment and Ellen had a federal judge in the Northern District of Iowa signing a temporary restraining order against any transfer of Grayline assets pending resolution.
Marcus called me forty-one times on Friday.
I didn’t pick up.
He came to my house at 6 p.m. He pounded on the door until my neighbor, Mr. Halverson, came out onto his porch with his arms crossed. Marcus saw him and got back in his truck and sat in my driveway for twenty minutes before he drove away.
The Sandvik deal died in the second week of February. They walked. Politely. Their letter said they had “concerns about the seller’s representations regarding intellectual property provenance” and wished us well in future endeavors.
The civil suit took fourteen months.
Marcus’s lawyers tried everything. They tried to argue Delaney was a scorned wife whose testimony was tainted by the divorce she had filed against him in January. They tried to argue the 2017 handwritten agreement was superseded by the operating agreement of the LLC. They tried to argue the Belarus signature company had been contracted by an unnamed third party.
None of it held. The handwriting expert on the operating agreement was devastating. The Belarus invoice had Marcus’s personal credit card on it. The 2017 agreement had been notarized in 2018 by a woman who was still practicing in Cedar Rapids and who remembered Marcus specifically because he had complained about the fee.
He settled in April of the following year.
I got the company. All of it. He got a non-compete that ran until 2031 and a personal judgment against him for legal fees and damages that came to just over eight hundred thousand dollars. He filed for personal bankruptcy that summer.
The bankruptcy did not cover the fraud judgment. Fraud judgments don’t discharge. He is going to be paying me for the rest of his working life.
I wish I could say that was the part that felt good.
It wasn’t.
The part that felt good, and this is the part I am not proud of, was a Tuesday in September, about seven months after the settlement, when I walked into the coffee shop on First Avenue and saw him sitting in the back with a laptop open, wearing a polo shirt with an insurance company logo on it. He was doing paperwork.
He looked tired in a way I had never seen him look when we were partners. He had lost weight. His hair had thinned at the crown.
He looked up. He saw me.
He froze.
I ordered my coffee. I paid. I turned around.
He was still watching me.
I thought about walking over. I had rehearsed a version of this moment in the shower for two years. There were things I had wanted to say. About my father. About the Christmas card. About the seven years I had spent trusting him while he had spent them planning.
I did not say any of them.
I just looked at him, across the coffee shop, and I let him see my face.
Then I left.
I sat in my car in the parking lot for a long time before I could drive.
—
Delaney and I are not friends. I want to be clear about that.
She got out of the marriage with the kids and the house and a settlement that will keep them stable, and I helped her lawyer with some documents when she asked, and once, at a Hy-Vee about a year after everything, we ran into each other in the produce section and hugged for a long time next to the bagged salads and did not say anything.
But we don’t have coffee. We don’t text. Some things you go through with someone that don’t become friendship. They become something else. A shared weather system.
Her oldest, Colton, is eight now. He plays soccer. She sent me a picture once, without a caption. I looked at it for a while and then I put my phone away.
Grayline Systems is doing fine. We did eleven million last year. I hired a COO named Priscilla who is smarter than I am and does not remind me of Marcus in any way. The sensor line is still ours. The patent is still in my name.
Sandvik came back, quietly, in the third year. A different team. A cleaner offer. I told them no.
I still work in the workshop most Fridays. There is a bench in the back corner where I keep a coffee mug and a small framed thing on the wall that nobody but me knows the meaning of.
It’s a Christmas card. From 2018. Signed by me, in my own handwriting, to Marcus and Delaney and the baby.
I keep it where I can see it.
Not because I need the reminder.
Because sometimes I forget that the version of me who signed that card believed the man on the other end of it. And I don’t ever want to be angry at her for that.
She was doing the best she could with what she knew.
The woman who kept the USB drive taped under the desk, though.
She knew something.
I am learning, slowly, to be grateful to her.
