My Business Partner Sold Our Company Behind My Back. He Didn’t Know I Owned the Building.
Part 2: The Blue Folder
Ronald Metzger had been my mother’s lawyer, and then mine, for forty-one years. He was seventy-eight and still drove himself everywhere in a 2004 Buick LeSabre that smelled like pipe tobacco and old peppermints.
He was at the shop in twenty minutes.
I took him into the small conference room in the back, the one we used for client presentations, and I closed the door. Through the glass I could see one of the Prescott men on his phone, gesturing at the big Heidelberg press like he was pricing it for scrap.
Ronald sat down slowly. He set his briefcase on the table but didn’t open it.
“Tell me what happened.”
I told him. The wire. The phone call. The envelope. Section nine.
He listened without interrupting. When I finished, he said, “May I see the purchase agreement.”
I slid it across. He put on his glasses and read, and while he read I watched Denise out on the floor pretending to reorganize the paper stock so she could keep an eye on the suits.
Fourteen employees. Denise had been with us eleven years. Miguel in bindery, nine. Sarah at the front desk, six. Tommy, our youngest, was twenty-three and his wife had just had a baby in August. He’d asked me last month if we offered any kind of paid paternity leave and I’d told him no but I’d pay him for two weeks out of my own pocket, and I had.
Prescott Media Group was going to fire all of them. I knew that the way you know a storm is coming from the pressure in your ears. That’s what Prescott did. They bought regional shops, gutted the labor, consolidated to their Ohio facility, and kept the client list.
Ronald finished reading. He took his glasses off.
“The agreement is valid. Section nine is enforceable. Marcus was within his rights.”
“I know.”
“You have thirty days to match the offer at two point four million, or you take the money and Prescott owns one hundred percent.”
“I know.”
He looked at me over the top of his glasses.
“Del. Why did you call me here to tell me things I already told you on the phone.”
I opened my briefcase and took out the blue folder. I slid it across.
Ronald opened it. He was quiet for a long time.
Then he looked up, and for the first time in the twenty-two years I’d known him as my own lawyer and not just my mother’s, he smiled. A small, wolfish smile.
“Ah,” he said.
“The lease is up in forty-one days.”
“Yes it is.”
“Prescott doesn’t know.”
“Prescott almost certainly doesn’t know. Because Marcus doesn’t know. Did the purchase agreement mention the real estate.”
I’d flipped to that section on my second read-through. My hands had been steady by then.
“No. It mentions the lease as an assumed liability. Payable to Parkway Property Holdings LLC.”
“Which is.”
“My mother’s estate. Which is me.”
Ronald closed the folder. He folded his hands on top of it.
“Delbert. I want to make sure I understand what you are asking me.”
“I’m not asking you anything yet.”
“You are asking me if Prescott Media Group has just paid two point four million dollars for a printing business that has forty-one days left on its lease, in a building owned by the man they are buying out, who has no obligation whatsoever to renew that lease.”
“Am I asking that.”
“You are.”
I looked out through the glass. The Prescott man had gotten off his phone and was now standing very close to Denise, asking her something. She was answering with the professional half-smile she used on difficult customers. She’d learned it from me.
“Ronald. Can I refuse to renew the lease.”
“You can refuse to renew the lease.”
“Can I refuse to sell them the building.”
“You can refuse to sell them the building.”
“What are they going to do.”
Ronald took his glasses off and cleaned them on his tie, which is what he does when he’s thinking about how to say something carefully.
“They are going to have thirty to forty-five days to find a new facility, move a two-story print shop’s worth of equipment, notify every client of a service interruption, and re-permit at a new address. In this market, in this town, with the equipment you have. It is not impossible. It is expensive and humiliating and it will cost them, at minimum, six figures and probably several major accounts.”
“And Marcus.”
Ronald looked at me a long moment.
“Marcus is on the hook for representations and warranties. If Prescott feels they were misled about the operating conditions of the business, they can pursue him for indemnification. That’s standard in these agreements. I’d have to read the full document to see how it’s structured, but if I had to guess, Marcus personally guaranteed the lease continuity.”
“He did. I saw it. Page forty-one.”
Ronald nodded slowly.
“Then Marcus is going to have a very difficult conversation with Prescott Media Group in the next forty-one days.”
I sat there. I thought about Marcus’s son’s christening. I thought about the year Marcus’s wife left him and he slept on my couch for six weeks and my wife cooked him dinner every night. I thought about the loan I’d taken out against my mother’s house in 2009 to make payroll when a client stiffed us for eighty thousand dollars, a loan Marcus had never known about because I didn’t want him to worry.
I thought about Tommy, twenty-three, with a new baby, who was going to lose his job because a man I loved had decided that twenty-two years was worth two point four million dollars.
“Ronald.”
“Yes, Del.”
“I want to take the buyout.”
He blinked.
“You want to take the two point four.”
“Yes. I want to sign it today. I want the money in my account by Friday. And I don’t want anyone at Prescott or Marcus to know I own the building until the lease renewal comes up in forty-one days.”
Ronald was quiet. He was seventy-eight years old and he had seen many things, but I don’t think he had quite seen this.
“You want to take their money.”
“I want to take their money. I want them to think they’ve won. I want Marcus to fly back from wherever he is and celebrate. And then in forty-one days I want to send Prescott Media Group a very short letter.”
Ronald put his glasses back on.
“Del. I have to ask you as your attorney. Are you sure. Because once you sign that agreement, you are done. You are no longer an owner. Your only remaining leverage in the world is that building, and if you use it this way, you are ending your career in this town and possibly this industry. Prescott is a big company. Marcus will fight you. There will be lawsuits. It will be ugly.”
I looked out at the floor. Denise had gone back to the paper stock. Tommy was walking a rush job to the trimmer, whistling.
“Ronald, they’re all getting fired anyway. Prescott’s going to consolidate to Ohio. I know it. You know it. My people are done either way.”
“Unless.”
“Unless what.”
“Unless in forty-one days, a new company, one that just happened to be formed by a recently retired print executive with two point four million dollars in the bank, made a bid for the same clients and offered every employee of Halstead and Lynch their same job at the same wage in the same building.”
I stared at him.
“Ronald. You are a bad man.”
“I am an old man, Del. I have been waiting forty-one years to help you do something like this. Your mother would have loved it.”
I picked up the purchase agreement. I picked up a pen.
Through the glass, one of the Prescott men waved at me and gave me a thumbs up. I waved back.
Then I signed my life’s work away, and I felt, for the first time since 9:47 that morning, calm.
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