by Tom Berreman
“Given this unanticipated turn of events, what legal recourse do you have?”
“At this point I’m not sure,” Jason said. “We may have lost our best chance to prove Ryan’s paternity in a court of law.”
He paused and looked toward the camera.
“But this doesn’t mean I’m giving up fighting for everything to which he is entitled.”
Chapter 35.
Jason’s desk landline rang and the caller ID showed Jennco’s front desk receptionist.
“Hi Rebecca, what’s up?”
“There’s a Mr. Zack Fields here to see you, he’s an attorney. He doesn’t have an appointment, but he’s sure you will want to see him.”
“Did he say what it’s about?”
“No. But he said it’s personal, not business.”
“Okay, send him up.”
* * *
“Thanks for seeing me without an appointment,” Fields said as he shook Jason’s hand. “I won’t take a lot of your time.”
“No problem, let’s hear what you have to say. Can I get you some coffee, or maybe a soda?”
“No thanks, I’m good,” he said as they sat at the conference table.
“So what’s on your mind?”
“I’ve been following the news about Curt and Laura Jennings’ car accident and the thwarted attempt on Curt’s life in the hospital. When I saw your hospital lobby interview on TV, I knew we had to talk. I was Laura Dahlstrom’s attorney before she married Curt. He insisted she have independent legal counsel to review several documents, and I thought I might help sort out some of the issues you face.”
Fields now had Jason’s undivided attention.
“I drafted her will and discussed with her the terms and conditions of her Jennco stock acquisition,” he continued.
“Did you prepare a health care directive?” Jason asked.
“No, I did not. I recommended she have one, but Curt drafted one for each of them, and she was happy with it. I reviewed it and it was fine. We discussed at length her desire to remain on life support as long as possible, and that’s what she wanted to do. There are not a lot of legal formalities in a directive, it’s just memorializing a person’s wishes.”
“Do you by chance have a copy in your files?”
“No, it wasn’t my work product, so I didn’t take a copy. I know she executed it though, she signed it in my office after we talked. My secretary and I both signed as witnesses. Why do you ask?”
“Well, it’s a long story. I saw copies of both directives in Curt’s home office files, but then they mysteriously vanished. Brent Jennings, Curt’s oldest child and executor in Laura’s absence, claims there were no originals in Curt’s safe deposit box, even though there was a note to that effect in his file. While the court was considering my motion to compel DNA testing to prove whether Curt was the father of Laura’s son, Curt’s original directive miraculously appeared and his kids had him cremated.”
“Damn, I’ve read some of this in the press, but didn’t realize it was that bad.”
“It is…, trust me. Would you be willing to sign an affidavit confirming all you just told me?”
“Of course, if you think it can help.”
“Thanks, I’ll let you know if I need it. You said something about terms and conditions of Laura’s stock acquisition.”
“Yes, the shareholder agreement. I assumed you had a copy.”
“This is the first I’ve heard of it,” Jason said. “I can only wonder whether Brent Jennings found the agreement when he found the health care directives and is covering up its existence in furtherance of his goal to run his dad’s company.”
“Well,” Fields said as he set his briefcase on the table and pulled out a file. “Here’s a copy of the executed agreement for you.”
“Wow, thanks. I’ll study it, but could you give a quick summary?”
“If either shareholder accepts an offer to purchase their shares, the other shareholder has the absolute right to purchase the shares at book value.”
“Geez, that’s a substantial discount. Jennco’s fair market value is at least ten times book.”
“Exactly, and that’s the deterrent factor Curt intended. And the terms of the agreement bind any heirs who inherit the stock, which is important given the circumstances.”
* * *
Brent, that conniving bastard.
After Fields left his office Jason read through the agreement twice. It shed a new light on Hartwig’s offer to purchase all Jennco shares.
A light Brent wanted to extinguish.
Generally, a stock certificate subject to a shareholder agreement is endorsed to that effect to put a purchaser on notice. Jason assumed Curt prepared the certificates without consulting a lawyer, just as he had with his will, and may not have been aware of common practice. But Jason had seen only photocopies of the front of the certificates, and had no way of knowing whether such an endorsement was included on the back.
Brent had the originals.
If Allison offered to sell Laura’s shares to Hartwig without knowledge of the shareholder agreement, Brent could assert his father’s rights, swoop in and buy her shares at ten percent of their fair market value. Laura’s defense she had no knowledge of the agreement might not be enough to stop him.
Brent kept his options open by withholding the shareholder agreement. But thanks to Zack Fields his options were gone.
Curt’s plan to control Jennco from the grave was working. By leaving inheritance open-ended under his will, he hoped to make sure Laura and their son controlled the company after he died. But even though his self-drafted will didn’t consider the dilemma Jason faced to prove Ryan’s paternity, the shareholder agreement would at least keep the company in the family.
The significance of Ryan’s paternity increased exponentially.
* * *
“Hello Allen,” Jason said after waiting five minutes on hold. “Jason Burke here. I just had an interesting meeting with a lawyer who advised Laura Jennings before she married Curt. I now have a copy of the shareholder agreement they executed, the agreement you have failed to share with me.”
“I’m sorry, Jason. I know nothing about any shareholder agreement.”
“I guess your client is withholding more than the original health care directives. What else is he covering up?”
“Come on, we’ve been through this before. Again…, please stop with the unfounded accusations.”
“Yeah, whatever.”
“What are the conditions under the shareholder agreement?” he asked, ignoring Jason’s comment.
“If either shareholder accepts an offer to purchase their shares, the other shareholder has the absolute right to purchase the shares at book value. And the terms of the agreement bind any heirs who inherit the stock.”
“I can’t believe they would agree to that. And that makes Hartwig’s offer--”
“Worthless,” Jason interrupted, “unless all the shareholders agree to waive the obligations under the agreement, which we have no intention of doing. We refuse to reward all the efforts you and your client have made to screw Ryan out of his rightful share of the estate, especially withholding this agreement. I’m sure Brent was salivating at the prospect of stealing Laura’s shares at a substantial discount to their fair market value. So if Brent accepts Hartwig’s offer to sell his father’s shares, we will assert Laura’s rights under the shareholder agreement.”
“But--”
“It looks like we’ll just have to learn to get along.”
All Ginsburg heard was a dial tone.
He sighed, then pressed his speed dial.
“Louis, it’s Allen Ginsburg. It was just brought to my attention that Curt and Laura executed a shareholder agreement. If one shareholder receives an offer to purchase their shares, the other can purchase the shares at book value. And the agreement binds heirs who inherit the shares. Burke just informed me they have no intention of waiving the rights and obligations under the
agreement.”
“Why the hell didn’t you tell me about this agreement before I presented my offer to purchase Jennco! Any of them would be idiots not to exercise the option at ten percent of fair market value. My proposal is dead in the water.”
“This is the first I’ve heard of it, I would have told you if….”
All Ginsburg heard was a dial tone.
* * *
“It looks like our plan to take over Jennco didn’t work,” Hartwig said to the man sitting across the desk from him. “I think it’s time we implement Plan B.”
Chapter 36.
“We have reached a decision,” Allison said as she and Ryan sat with Dr. Cunningham in his office.
“I know whether to terminate life support for your sister, and your mother, is emotional and difficult, and that it takes a lot of soul searching to make the final decision,” he replied.
It had been a week since the doctors removed Curt Jennings from life support. Jason stayed away from this meeting, feeling it was a family matter where legal advice was irrelevant. The absence of lawyers pleased the doctor.
“I’ve thought this through,” Ryan said, fighting through his mixed emotions. “I’ve accepted that my mother will most likely pass away when we remove life support. And while I don’t like it, I know it’s what we’ve got to do. That is,” he added, “unless you think there might be something else you can do to keep her alive.”
“That’s a mature statement for a boy your age,” Dr. Cunningham said as he reached across the table and clasped Ryan’s hand. He smiled to show Ryan he appreciated his struggles, and noticed the salty tracks of dried tears on the boy’s cheeks. “But I’ve been unable to determine any additional course of treatment. At this point, our only alternative is to let nature take its course.”
“Okay,” Ryan said, not bothering to fight back the tears flowing from both eyes. “Can I be there when it happens?”
“Of course, you can,” Allison said. “We’ll be there together.”
* * *
“What’s up?” Jason said as he walked into the intensive care waiting room where Allison and Ryan sat. She had called him an hour before, asking him to come to the hospital. She told him they had agreed to remove Laura from life support and thought Ryan might appreciate his being there. He dreaded this moment since arriving in California, but he saw Allison and Ryan engaged in what appeared to be a casual conversation. He even heard laughter.
“You’re not going to believe this,” Allison said as she stood to greet him.
“They unplugged my mom, and she’s still alive!” Ryan exclaimed before Allison could continue.
“Whoa, whoa, let’s slow down,” Jason said, overwhelmed by the onslaught of positive emotions. “I assume Dr. Cunningham told you there was nothing more he could do for Laura.”
“Yes, that’s what he told us,” Allison said. “So, we sat alone for a while to talk it through. Then we took a long walk outside, to make sure we both agreed, and went into her room with Dr. Cunningham. When he disconnected the ventilator, she continued breathing on her own, and her vitals remained strong.”
“Wow, I’m not sure what to say.”
“Dr. Cunningham reacted the same way. He’s not optimistic she’ll recover, but we’ll just take it one day at a time and see what happens.”
“One day at a time,” was all Jason could think to say.
Chapter 37.
“Thank you for taking time out of your busy schedule to meet with me at four o’clock on a Friday afternoon,” Jason said as he entered Judge Anderson’s chambers.
“You’re welcome,” she said. “What’s on your mind?”
It had been a week since the doctors removed Laura from life support, and she continued to survive without detectable deterioration in her vital signs. She had survived long enough for Jason to meet with the judge to discuss how this might affect the probate of Curt’s estate.
“As you know, despite your order compelling a DNA sample, his family removed Mr. Jennings from life support and had his body cremated.”
“Yes, and their actions troubled me. I understand Mr. Ginsburg’s argument, that until I granted the order Brent Jennings had discretionary power as executor under his father’s health care directive. He adamantly denies he advised him to terminate life support before the order was granted. In hindsight, I should have enjoined any actions under the directive pending my decision, but at the time didn’t think it necessary.”
“I agree, and would have moved for such an order if I felt it was necessary. I don’t always agree with Mr. Ginsburg’s opinion, but I’m confident he observes the letter of the law.”
“Me too. However, Brent knew I was considering issuing the order, and took preemptive action to make my order moot. He may not have broken the letter of the law, but he violated the spirit of the law.”
“You’re preaching to the choir, Your Honor,” Jason said, “but it’s water under the bridge.”
They both smiled at his intentional use of two clichés in one sentence.
“It’s refreshing to have a lawyer like you in my courtroom, one who seems to embrace civility and compromise. It’s all too infrequent these days. Are you all like that up in Minnesota?”
“You betcha,” Jason said, then smiled again.
“But a word of caution,” she said. “Don’t let Ginsburg and Brent Jennings take advantage of that trait.”
“Not to worry, Your Honor. All I want to do is what’s right for Ryan Dahlstrom, which is why I’m here. A week ago today, after consultation with her doctor and with full appreciation of what her health care directive mandated, Allison and Ryan directed him to remove Laura from life support.”
“Oh…, I am so sorry.”
“Thank you. But she is still alive, and her medical condition has not deteriorated. Dr. Cunningham isn’t any more optimistic than he was a week ago she’ll recover, but he doesn’t dismiss the possibility. Stranger things have happened.”
“Oh my,” she said as she placed her left elbow on her desk, rested her chin in her hand and turned her attention to the ceiling fan. “I see the reason for your visit. You want me to review my original order holding the thirty-day survival clause precludes her from inheriting under her husband’s will as their injuries were from the same accident.”
“All I am asking for is clarification,” Jason replied. “I believe the law is clear. If she survives thirty days beyond the removal of life support, Mr. Jennings’ will dictates she inherits as the sole beneficiary.”
“I see your point,” was all she said, pausing. “Give me the weekend to think this through, I might also want to consult with my colleagues. This is uncharted territory, and Ginsburg will challenge a decision changing my ruling. I’ll have a decision Monday.”
“Thank you, Your Honor,” Jason said as he stood to leave. “That’s all I can ask. And have a good weekend.”
“You betcha,” she said with a feigned Minnesota accent.
Chapter 38.
“What’s up, counselor?” Brent Jennings said as he greeted Ginsburg at the door of his corner office and shook his hand. “An unannounced Monday morning visit from a lawyer can’t be good news.”
“There’s been a change in the probate of your father’s estate we need to discuss.”
“Okay, come in and have a seat,” Brent said motioning to the round conference table as he shut his office door behind them. Concerned with what the change might be, he paused for a moment before joining his lawyer.
“I don’t know how often you talk with Allison Dahlstrom,” Ginsburg said as he removed several documents from his briefcase.
“I haven’t seen that gold digger’s sister since her boyfriend assaulted me at the hospital. I still think I should have pressed charges.”
“Allison removed Laura from life support a little over a week ago,” Ginsburg said, pausing as he ignored Brent’s last comment. “And she’s still alive.”
“What?” Brent said, his angst contin
uing to build.
“And today Judge Anderson issued a revised order holding that if Laura lives thirty days without life support, she will inherit as the sole beneficiary under your father’s will.”
Ginsburg slid the order across the table.
“What the fuck!” Brent said without reading the legal document. He stood to pace around the executive office he claimed as his own. “I assume you’re filing a motion to fight this…, right?”
“There’s nothing to fight, Brent. After consulting with her law school classmate, who is a California Supreme Court associate justice, the chief probate court judge concurred and joined in the opinion. Any attempt to fight it would be fruitless.”
For the first time in a long time Brent was speechless. He crossed his arms across his chest as he stood at the window, not looking at anything in particular, just avoiding his lawyer.
Knowing he said all there was to say, Ginsburg closed his briefcase, stood and left the office without saying goodbye.
* * *
Convinced Laura would survive thirty days and inherit one hundred percent of Jennco, Brent stood alone as he took what could be one of his last looks out the corner office window. A knock interrupted his thoughts as Adam Ritter entered the office.
“Hey buddy, still up for lunch?”
“Yeah…, I guess.”
“Why so glum, you look like your puppy just died.”
“Actually, it’s worse than that. A new court ruling means my dad’s trophy wife inherits the company if she lives thirty days off life support, and she’s already through the first week.”
“That sucks.”
“But if she doesn’t live, and Burke proves Ryan is Curt’s son, my ownership is only fifteen percent. And Burke’s refusal to waive the shareholder agreement cost me three million dollars when Hartwig withdrew his offer to purchase Jennco. I tried to conceal the agreement, but Burke somehow got his hands on a copy.”