My Business Partner Wired Himself $340,000 the Night Before Our Buyout, He Forgot I Still Had the Old Bank Login

Part 3: The Second Piece of Paper

The second piece of paper was an amendment to our partnership agreement. Denise had drafted it at 3:14 a.m. and I’d been carrying it in my pocket all morning.

It said, in plain language, that Marcus was voluntarily reducing his ownership share from 50 percent to 34 percent, effective immediately, and that the reduction was in consideration of “certain personal financial adjustments made outside the ordinary course of business, the amount of which is stipulated to be $340,000.”

It also said Marcus indemnified me and the company against any and all claims arising from those adjustments.

It also said Marcus waived any right to contest the amendment on grounds of duress.

Denise had told me the duress clause probably wouldn’t hold up in court if Marcus fought it. But she also said he wouldn’t fight it, because fighting it would mean explaining, under oath, what the $340,000 was for.

Marcus read the amendment. Then he read it again.

I watched him do the math.

Old deal: $2.1 million plus the $340,000 he’d already stolen, minus whatever the SBA and taxes ate. Call it $1.7 million net, plus a stolen $340,000 sitting in a Chase account under a fake LLC, which he could probably launder eventually if he was careful.

New deal: 34 percent of $4.2 million was $1.428 million. Minus taxes and SBA share. Call it $1.05 million net. He kept the $340,000, because I was letting him keep it. He walked away with roughly what he would have walked away with under the original deal, maybe a hair less.

But he did not go to jail.

He did not get exposed in front of Priya Chandran and the buyer’s counsel.

He did not have his daughter, who was engaged to a nice young man from a family in Dublin, Ohio, find out that her father was a thief.

He didn’t have his ex-wife, who he was still trying to prove himself to five years after their divorce, read about it in the Zanesville Times-Recorder.

He also, I noted, did not get $2.1 million.

That was the price.

Marcus looked up at me.

“Ray. Come on.”

“Sign it, Marcus.”

“Twelve years.”

“I know how many years.”

“You’d really do this to me.”

I did not answer. I did not trust my voice to answer.

He looked at Fitzgerald, his attorney. Fitzgerald had no idea what was on the papers. Fitzgerald was reading the room the way lawyers read rooms and had already figured out that his client had done something he shouldn’t have.

Fitzgerald said, “Marcus. A word.”

They went into the hall. The door clicked shut.

Priya turned to me.

“Ray. Is there something the buyer needs to know.”

“No,” I said. “There’s something the buyer already knows, which is that my ownership percentage is about to change before we sign. My attorney will send you an updated cap table in about ten minutes. The purchase price stays the same. The allocation between the two sellers changes. That’s all.”

Priya looked at me for a long moment. She was not stupid. She knew exactly what was happening. She was deciding whether she cared.

“As long as the reps and warranties are clean at signing,” she said, “the buyer has no position on how the sellers divide the proceeds.”

“Thank you, Priya.”

“Ray.” She paused. “Are your reps and warranties going to be clean at signing.”

“Mine are. His will be too, after we take a fifteen-minute break.”

She nodded slowly and pulled out her phone and started typing.

Marcus and Fitzgerald came back in eight minutes later. Fitzgerald’s face was gray. Marcus’s was blank.

Marcus sat down. Picked up the pen. Signed the amendment.

Denise notarized it.

We signed the buyout at 10:33 a.m.

The wire hit my account at 2:47 that afternoon. One-point-four-two-eight million dollars, minus escrow holdbacks. More money than I had ever seen in my life.

Marcus’s wire hit at 2:49.

I didn’t call him. He didn’t call me.

I drove back to Zanesville with the radio off, sat in my driveway for a while, and then took Chief for a walk down to the creek behind my house. It was late October. The leaves were the color of pennies.

I thought I would feel triumphant. I did not.

I felt something quieter than that. Something closer to grief.

I had won. I had also lost my best friend of twenty-two years, and the fact that he had been stealing from me did not change the second thing.

Chief found a stick and I threw it into the water and he swam after it, and I stood on the bank in the same boots I’d worn on the shop floor for a decade, and I understood, for the first time, that I was not going back to that shop on Monday.

I was fifty-two years old.

I did not know what I was going to do next.