Chapter 62: Seriously

June 28, 2001, Chicago, Illinois

🎤 Steve

“He’s actually right here with me,” Samantha said, putting the phone on speaker. “Remember, all of this continues to be covered by the NDA I sent you.”

“Hi, Nathan,” I said. “You’re on speaker.”

“Hi, Steve. I need you to lay it all out, please. Every bit from start to finish, including everything in the original NDA and what you know about Lone Star. I know most of it anyway, but I want to hear it all. And then about why you think this lawyer is working for Braun.”

It took the better part of two hours, with Nathan asking numerous questions, to go through the entire sordid mess with the original software theft by Braun’s kid, Lone Star, and then the current situation with Anne Nelson.

“The next part is under the second NDA I sent you,” Samantha said.

She and I laid out our plan to up the ante with EB and Cindi’s press release, letters, and emails which were going out as we spoke, thanks to an SMS that I had sent as soon as Samantha had mentioned the NDA.

“The bottom line,” I said, “is that you were right in what you told me last August - they really have it in for me. Well, I decided it was time to land on them with both feet. You’d be collateral damage and I don’t want that to happen. They declared war, and I’m going to end the war decisively. EB handed us the very thing we needed to beat them - the data lock-in and the costs associated with extracting the data.”

Nathan sighed, “I didn’t agree with that, but I was overruled. The lawyers all thought the DMCA created a perfect solution to anyone switching because they couldn’t decrypt the data. Well, not legally, anyway.”

“It’s a gray area,” I said, “but I think we win because, in the end, it’s ‘self-help’ by the software vendor which isn’t permitted in disputes like this. It’s why if there’s ever a licensing problem, our system simply goes into ‘read-only’ mode. Yours, on the other hand, locks everyone out. Frankly, you’re lucky you haven’t been sued.”

“We have. Volstead and Braun have tied up the suits in court. They’re going to come after you with guns blazing.”

“I think they already are, using this lawyer from North Carolina.”

“You know they have a right to buy my shares.”

“Yes, I do. Once I make you an offer for your shares, they either have to match it, in which case you walk away with ALL the money, or they have to let us do our due diligence, giving us complete access to the financials. We’ll discover, I’m sure, that the firm isn’t viable without a regular injection of capital from Volstead and Braun, and we can walk away. Then, when things collapse, we’ll offer a pittance for the source code and customers. They’ll shop it, and that’s fine. It won’t bother me if Chickasaw or Hastings Mill buys the carcass, because either you’ll sell to me or Volstead and Braun will buy you out.”

“They’ll sue me.”

“They can’t win,” Samantha said. “And there is no possible way they’ll get an injunction against Spurgeon that prevents us from hiring you, or against you that prevents you from working for us. I’ve run that past four very experienced attorneys. You’re welcome to discuss this with Ben van Hoek in Cincinnati, if you like. He’s up to speed.”

Nathan sighed, “You remember how I told you that it was difficult to walk away from my baby?”

“I do,” I replied.

“Well, my wife looked at Samantha’s offer and told me that it was time to adopt a new kid.”

“That offer is ironclad, Nathan,” Samantha said. “You can start as soon as Monday. I’d prefer you resigned immediately from EB. Come to Chicago right away with your wife and son. Spurgeon has a condo which I’ve reserved for your use. We’ll send movers to pack everything for you, and bring it here. We’ll put the furniture in storage until you find a house you want to buy, and as the offer says, we’ll hold the mortgage for you at a very favorable rate. And we’ll take care of selling your place in Ohio. Keri will be your contact and make it all happen.”

“They’re going to wig out.”

“Let them,” I said. “In fact, I suggest you have your resignation letter couriered to Braun, and come up to Chicago immediately.”

“My son plays hockey. He’ll want to be on the school team.”

“I think we can manage that,” I said. “My son plays, so I know quite a few people. You’ll just need to find a place so we know what High School he’ll attend.”

“We’ll have a top real estate guy we trust ready for you as soon as you need him,” Samantha said.

“Well, given everything you’ve said, and the fact my wife would likely kick me out for not accepting this offer and getting away from Braun, I accept. I’ll sign the form and FedEx it to you.”

“If you’re coming up today or tomorrow, just bring it with you,” Samantha said. “You have my direct line, my home number, and my mobile number. Call if you need anything.”

“Thanks, Samantha. It’s a fantastic opportunity to build something new.”

“You’re welcome. See you very soon!”

We all said ‘goodbye’ and then Samantha disconnected the call.

“You figure they’ll be in Federal Court by Monday?” she asked.

“Count on it,” I replied. “Ben, Jocelyn, and Deborah are ready in Cincinnati if they file there; Jamie, Liz, and Brett, the new partner at McCarthy/Jenkins, are ready here in Chicago. You have the LLC lawyers engaged, along with your corporate counsel.”

“Tortuous interference?”

“That’s what they’ll bring against me, and probably other things. For Nathan, it’ll be his employment contract or something related, as well as ‘trade secrets’ and a host of other things. All those will name you. It’ll take them a bit longer, but then they’ll react to the indemnity we’re offering, as well as us dumping their data.”

“How can you do that?”

I chuckled, “The same way a young guy in Norway cracked the code for DVDs. Think about how it works - you put the encrypted DVD into the player, the player decrypts the movie, runs the result through a codec, and displays it on your screen. If the player can decrypt the disc, the instructions for decryption HAVE to be in the player. Well, if they’re in the player’s computer chips, those can be read, and the keys extracted. The same is true for the database. The decryption key HAS to be in the software. Well, we’ve figured out where it is and we can get it. That’s a technical violation of the DMCA, but Volstead and Braun will have a tough time defending the countersuit against ‘self-help’ which locks the client out of their data. The courts do NOT like that, at all.”

“But I can write a contract which lets me take money from my clients’ accounts if they owe us. I can even sell their stock to recoup money they owe.”

“But only in ways the SEC specifically allows you to, with a set of regulations governing what you can and can’t do, and only after they’ve been given a chance to cure. What we’re doing is akin to me ripping a CD or DVD so I can play it back on my computer, or in what seems like a past life, recording an album onto cassette to listen to in my car or for a party mix. Or, to put it another way, using a VCR to time shift.

“The key is what you’re doing with the information. In this case, the customer is simply accessing their own information. That’s a far simpler case than ripping CDs or DVDs which contain other peoples’ copyrighted materials. But both of those are OK, so long as you don’t distribute the digital files, just as you couldn’t legally make cassette copies of albums and distribute them.”

Samantha shook her head, “And that is exactly why I just hired Nathan! And why I ask YOU to explain all the technical details.”

“And, similarly, why I listen to your financial advice, or Bo’s.”

“I need a CIO or CTO. Interested?”

“Very, but you know I have to turn you down.”

“Then I think I need a draft choice.”

“How did I know you were going to say that?”

“Because you know me really well!”

“What about Glenn?”

Glenn was their IT Director.

“He knows infrastructure and support really well, but he’s not a strategic thinker and has never been exposed to development.”

“Who do you want?” I asked, knowing the answer before I even asked the question.

“Terry.”

I nodded, “You have my permission to talk to him.”

“Thanks. I’ll call him later today. Ernie will bring in our tea in about five minutes.”

“Let me call my sister.”

I opened my cell phone and pressed the speed dial button for her mobile phone. She answered right away.

“Blue Horseshoe loves Spurgeon Capital,” I said.

Stephanie laughed, “He accepted?”

“Yes.”

“Cindi came by and said she had the text from you that authorized her to execute the strategy. The press release is out, and everything else is in progress. She’s ecstatic.”

“I’m sure we’ll hear from at least one attorney today or tomorrow.”

“Probably,” Stephanie agreed.

“I’m leaving straight from here to go to the airport.”

“OK. Have fun in Los Angeles!”

Just as I hung up, Ernie knocked on the door and brought in our tea.

“What day do you need the jet for Saint Martin?” Samantha asked.

“We’re all going to fly commercial,” I replied.

“Don’t be an idiot!” Samantha exclaimed. “You pay for the avgas and crew, so it’s not like I’m throwing money around. It’ll be way cheaper for all of you to fly down together. And you’re paying me for the time at the house as well. Just use the plane you big dope!”

“Fine,” I replied, doing my best to sound like Jesse or Birgit when they said that word to their moms.

Samantha laughed, “Men are such toddlers!”

“You aren’t the first one to say something like that!” I replied. “Though I was trying to channel Jesse or Birgit.”

“They only sound like toddlers when they do that because otherwise, they’re so mature!”

“And both of them are tangling with their moms.”

“Birgit I understand, because she needs to dethrone the two queens to assume her rightful place as ruler of the universe! But shouldn’t Jesse be trying to do YOU in?”

“He’s decided I’m a better ally! Not that Jen, Josie, Kara, or Jess are ogres, but all four of them are more disciplinarian than I am.”

“You don’t believe in punishment unless there’s a repeat offense, and even then it has to be a pretty serious offense.”

“Exactly. My wives think the kids need a bit of a firmer hand, but given their personalities, Stephie and Ashley don’t need it, which only makes it seem worse for Birgit.”

“Everything’s OK in Vermont?”

“Yes. She talks to me by IM most days. I know why Kara had to go, and I supported her decision, but I also know Birgit’s opinion.”

“Everyone knows Birgit’s opinion because she makes sure they do! As for what happened in Vermont, it helps when you can basically leave the nineteen-year-old on the ground writhing in pain without a shot to the balls!”

“She considered that, but decided it would cause too much trouble.”

“I look at Jesse and Birgit and wonder if that’s my future with Benji and Megan, or if it’ll be more like how it is with Albert and Ashley?”

“Only time will tell! And I can’t imagine Ringo as the father of a teenage girl!”

“God, he hates that nickname!” Samantha said, shaking her head.

“Which is, of course, why I use it occasionally!”

“Well, we have more than twelve years before Megan is thirteen, so he has some time to get used to the idea. So, which days?”

“Down on the morning of August 12th, back on the evening of August 18th.”

“I’ll make it happen!”

We finished our tea, hugged, and I left her office, picking up my ‘weekender’ bag from the closet near Ernie’s desk.

“Have a safe flight, Steve,” Ernie said. “Your car is waiting downstairs to take you to the airport.”

“Thanks, Ernie.”

When I arrived on the sidewalk, I saw a driver standing by a black Lincoln Town Car. I walked over, verified that he was waiting for me, handed him my bag, and got into the back seat where Suzanne was waiting.

“Samantha insisted we take the jet to Saint Martin,” I said.

“And you can’t refuse her anything!”

“Perhaps,” I allowed.

“I’ll have everyone cancel their tickets. It’s far enough in advance it won’t be an issue. Let me know what the fuel and crew costs are and I’ll collect from everyone in lieu of their tickets.”

“Sounds good.”

June 28, 2001, Los Angeles, California

“Hi, Ben!” I said when I walked into the LA Athletic Club on Thursday evening.

“Hi, Steve. Did you not bring your guest?”

“She’s at the hotel; she felt it was better if you and I had some private time together. She’ll join us for the formal dinner tomorrow and at the country club on Saturday. And yes, it was her idea.”

“Well, then all that’s left to do is have a drink and go to the dining room.”

He ordered two Blanton’s, and we moved to a quiet table.

“How does it feel?” I asked.

“I think it’ll actually hit me on Monday when I don’t have to get up and come to the office! But I’m ready. I’ve been practicing for forty years at this point.”

“When do you leave on your trip?”

“On the 5th. We fly to Buenos Aires, then to Johannesburg, then to Nairobi, and then Cairo. After that, it’s Jerusalem, Istanbul, Rome, Vienna, Paris, London, Stockholm, Saint Petersburg, Moscow, New Delhi, Kuala Lumpur, Singapore, Perth, Sydney, Hong Kong, Tokyo, Tahiti, Hawaii, and home.”

“That’s one hell of a trip!”

“Basically five months, and then we’ll move to Chicago. Jeri found us a perfect condo overlooking Lake Michigan.”

“You’re leaving California?”

“I can buy that condo for about a quarter of what I’ll be able to sell my house here for.”

“I know how that is. My friend who works in Silicon Valley has a house valued at somewhere north of a million and it’s smaller than mine in Chicago which is valued at less than half of that. And we have a flat income tax.”

Ben nodded, “I knew you’d throw that in there, and that was one of Jeri’s selling points. Not to mention the state income tax rebate for property taxes now that I’m a ‘Senior Citizen’!”

“Not that you look it! You’ve obviously kept up your gym visits.”

“You have a job that has you sitting on your butt most of the day, so you know what happens if you don’t! Speaking of which, how’s your health?”

“Good. My doctors in Chicago are hoping I can go off the propranolol. I didn’t take it this morning, with their blessing, so I could have a drink with you.”

“Hoping for Pappy?” he asked with a grin.

“I was, but Blanton’s is excellent as well. And I’d have been very bummed if I couldn’t have Pappy if they had it on the shelf!”

“So the doctors know what it is?”

“The physiological problem appears to be adrenaline sensitivity. But nobody knows why. It won’t surprise me if I need daily propranolol again in the future, but we all want to see what happens when I go without. It might be that I only need it when there’s undue stress in my life, but the problem with THAT is how I react to ‘out of the blue’ stress.”

“So why not stay on the maintenance drug?”

“Because it denies me both of my vices - alcohol and an occasional bowl of tobacco in a pipe given to me by a very special person.”

“Both vices? And that young woman waiting for you back at the Omni?”

“One man’s vice is another man’s virtue! And to say I’m unhappy about the hotel being sold to Omni Group and not being part of InterContinental does not come close to expressing my feelings. That said, Liesel basically arranged the same deal, so it’s not really an issue. I wasn’t particularly happy to hear the rumor that the May Fair in London would be leaving the InterContinental brand, though I hoped that rumor was false. Sadly, it wasn’t.”

“Are you heading to London anytime soon?”

“No. We just came back from Hawaii and other than going to Mayo to see my doctor, the only trips I have planned are a couple of days in Toronto next month to take the boys to the Hockey Hall of Fame and a week in Saint Martin in August.”

“Your kids are traveling, right?”

“Birgit is in Vermont and Albert is in Leeds in the UK. Matthew is in Cincinnati starting tomorrow. He and Michael were just in Canada to see the Formula One race. They’ll be going to the race at Indianapolis later this year.”

“There’s a new track in Chicago, right?”

“Down near Joliet. We’ll be at the inaugural race next month.”

“What grade is your eldest in?”

“Jesse will be a Sophomore. He’ll be getting his learner’s permit in October.”

“That was the one point in my life when I thought I’d go prematurely gray!”

“Jesse will do fine; it’s Birgit who truly scares me!”

“I had two boys, but I have two granddaughters, so I get to see it from a distance.”

“What’s your plan for the Lundgren Foundation?”

“I promised my wife not to start my new job until we get back from our trip, so I have to decline that discussion.”

I chuckled, “I hear you!”

We finished our bourbon and headed to the dining room where we had a very good steak dinner. When we finished eating, we had an after-dinner bourbon, and then I headed for the hotel while Ben headed home.

“What did you eat?” I asked Suzanne when I arrived.

“I went to the Japanese place on the Plaza. I’d like to see the light show, if that’s cool.”

“Sure. Let’s go.”