Friday, February 15, 2008

Curse of the Swamp Creature

This is Part 2 of the Swamp Series. You should read Part One first, if you haven't.

When we last left our heroes, they had survived being stuck out on a road in the swamp, inside a federally designated high drug traffic zone, only to face the wrath of their justifiably worried wives. A few months later, we had built a 6'x9' thermoforming machine from scratch, developed an automotive accessory product to be manufactured from recycled plastic, and started making sales and marketing calls.

We had gradually gotten the idea, with strong hints and some independent verification, that our financial partner's money was dirty. See the previous post. We began negotiations to buy him out. He wasn't happy. Begrudgingly, he blessed a deal and told us to have our lawyer write it up. When presented with the paperwork, he got frustrated all over again and tore it up. Twice.

Then, over Memorial Day Weekend 1990, the financial partner changed the locks on the building; a boat plant where we were subleasing some space from him. He held an illegal meeting and changed the Board of Directors of the company we had started together. Thinking he had locked us out of that too, he informed us that we could now work for him or we could stuff it.

At the time, we had a young man working for us through a state sponsored program for displaced workers. Florida was paying half his wages. Dale was a good kid and a great help. Don and I knew right where he had lunch every day. We were hatching a plan and we were going to need Dale's help.

Lucky for us, the evil financial partner had, just that morning, refused to pay Dale for some overtime he had earned while working for us. There was no documentation. We never had him punch a clock or fill out a time sheet; a freedom he appreciated. We were always there earlier and stayed later than Dale anyway. We knew what we had asked him to do and how long he had been there. Down off Cattleman Road, in a deli attached to a gas station, we found Dale still simmering. He was all too happy to help us out.

The building we were locked out of had long been a boat plant. In the boat business, small and medium sized companies come and go like the tides. In building boats, there is shop work and yard work. In this particular building there were two bathrooms. Each had two doors; one from inside the shop and one from the yard. Dale helped lock up that night; acting demure and dedicated to the new situation. As we had planned, he folded the hasp on one of the outside doors back on itself, and "dummy-locked" the padlock. That was all the help we needed.

Meanwhile, Don and I had assembled a crew. We had three pickup trucks and two tandem axle trailers. At dusk, they rolled to a grocery store parking lot nearby. Don and I, in his famous powdered sugar encrusted truck, drove to an orange grove next to the shop and started our stakeout. 

We could just see the glow of a light in the office. Our financial partner's senses must have been tingling. He never stayed late, but there he was. Typically, he and his aging hunting dogs would hang around, "stupervising" his boat boys. Then, on some afternoon signal, he would load up the dogs and head home. On this evening, for some reason, he just hung around.

We stood next to a chain link fence in an orange grove; swatting mosquitoes. My life then was plagued by mosquitoes. We walked back and forth trying to keep warm. Waiting. Swat. Smack. Wait. Swat. Smack. Wait.

Finally, the office window went dark. The middle stage of the plan went into action. We heard the truck rumble and pull away. Don scaled the fence, slunk across the yard and tried the door to the john.  It came right open and Dale was our hero. The first thing Don tripped over in the dark was a case of toilet paper. He grabbed a half dozen rolls and quietly opened the interior door.

We were fairly sure that Dale was on our side completely. We thought that he knew he shouldn't talk about the plan. We also knew, however, that he was pissed about the money. He could have boasted that he was helping us to the boys back at the shop. Don was leery of an ambush. Inside the shop, he lurked in the darkness; listening. He started pitching toilet paper rolls around in the dark to flush out the ambush. Each roll slammed into something in the dark shop and was met with silence. After what seemed an eternity, Don came jogging back across the yard.

"Go get the guys," he panted, "I'll meet you out front."

I ran back to the truck, roared out of the grove and found the crew milling around the grocery store parking lot. The shop was at the end of a dirt cul-de-sac on the outskirts of town. I lead the convoy and flashed my lights near the end of the street. Don had moved some of the larger boat molds out of the way, and seeing my signal, he rolled up the overhead door by the office. All three trucks, the second and third with trailers, fit easily inside the building. Don closed the door behind us.

We turned on lights in the back half of the building and began collecting our stuff - stealing from ourselves; a drill press, a small milling machine, all kinds of tools, the molds we had made, plastic sheet stock, and files. We worked all night, even taking the office furniture we had bought.  Everything we wanted was loaded except the machine we had built. We had been planning to wrestle it onto one of the trailers, but it was just too big for either one. 

At one point during the night, we heard a car pull into the cul-de-sac! Whispered screams got the lights doused and everyone quiet. We crept through the shop to the office to peek out the window. A nondescript sedan sat there idling. It was not a new car, but just new enough to worry us. Had someone called the cops?!? Was this the ambush we feared?!? Which would be worse? It just sat there. Five of us huddled in the dark office, peeking out the small window; ready for the worst.

After almost an hour, the sedan suddenly started moving. It circled around and headed out to the main road. To this day, I think it was just a couple of teenagers necking. They weren't the only ones getting hot and bothered that night.

The first boat plant guys would be coming to work about 6:00 am; it was already 4:30. We had to make some decisions. 

Our machine was no garage built vacuumformer with visegrips and baling wire. Thanks to Don's previous life specifying and selling machines, we had built a thoroughly modern machine with solenoid controls for vacuum, air assist, and to control the movement of the two platens. It was our largest asset and it was going to have to stay put. However, the most valuable part of that asset was the control panel. We unceremoniously chopped through the air lines and vacuum hoses with a Sawzall. The electrical lines were cut, brackets were unbolted and the panel was spirited away with the rest of our stuff. 

We relocked Dale's dummy locked door, threw open the overhead door, and our convoy headed out. There was a personnel door right next to the main overhead door out front. This would have been the last door our evil partner had locked when he left. As a special surprise, we left that door unlocked just to plant the seed in his NFL-addled brain that maybe he had been the one who had forgotten to lock up. 

Our convoy careened across town. We had breakfast with the crew and our wives; whose heads were spinning. "If taking all that stuff is the right thing to do, why did you have to break-in in the middle of the night to take it?" That night the line between right and wrong had gotten paved over. My wife (now ex) never really trusted the efficacy of the business or my intrepid business partner after that. Or me for all I know.

After breakfast, the convoy headed to a building we had already rented. In the coming days, we rebuilt a new machine, connected our precious control panel, and were back in business! A little while later, the evil partner sued us.

I only know a little law but in certain civil matters you can sue for treble damages; three times. We had signed promissory notes for $90,000. Somehow, with shared building expenses and lost revenue or something, our jilted partner had worked our tab up to $200,000; and subsequently sued us for $600,000!!

At the risk of losing some of you, imagine being married to me for just eight or nine months, having already been through among other things the long night along the old swamp road, and the night we stole stuff from ourselves. Then while I'm at work, a sheriff knocks on the door to serve you with the paperwork for a lawsuit where I'm getting sued for over a half million dollars! Count 'em; 600 Extra Large.

Turns out that that lowly sheet of notebook paper saved our bacon. Our now former financial guy hired the biggest bulldog, hard-assed lawyer in the county. Our first lawyer peed all over himself and suggested that we figure out a way to settle. I spent two full days in the county law library -- reading. I knew we were right, dammit! We needed a new lawyer. Don found a couple lawyers who just happened to have been done in by a partner once. They took our case, nearly pro bono, practically on principle. It was their greatest pleasure to balance the universe with regard to bad partners and ugly partnerships.

Our former partner had hired the Big Gun Lawyer, but only spoon-fed him; paid him just enough to write letters and to file motions. Not only did that piece of notebook paper show that all three of us were officers of the company, it also showed that he had lent the money to us. The money was in our names not the company's. The judge rebuked him and the Bulldog harshly. She declared that he had loaned the money to us and we were free to do with it as we pleased; as long as we paid it back. With their case beginning to crumble, the drug dealer and his bulldog offered to settle out of court. We settled out of court for $40,000. A win; but a win that had to be paid. In the first year of our brand new business, we had to take that $40,000 off the top.

I learned so much about business law that year, I should have just gone ahead and finished law school. I was to learn even more, and a little about life, during the rest of my time with our company. At the risk of repeating myself, that is a story for another day.

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