Chapter 4 - RYAN'S DEFENSE
Ryan hired Lauren Pierce.
He admitted the affair.
He did not admit financial conspiracy.
Lauren separated the two immediately.
“My client’s adultery is not evidence of shareholder fraud.”
Grace replied:
“Agreed.”
Claire hated how calm both lawyers were.
Ryan explained the hidden offer.
Northstar’s $31.8 million was not firm.
It included:
financing contingencies,
environmental diligence,
zoning approval,
and a requirement that at least 80% of shareholders support the sale.
Ryan said:
“It was a discussion number.”
Grace answered:
“It was a written indication of value.”
“Not a closing price.”
“Still material.”
Ryan claimed he withheld the offer because he wanted the board to evaluate it before upsetting Claire.
Claire stared.
“You lied to me.”
“I gave you the range I thought was real.”
“You told me twenty-four.”
“Because after debt and deferred capital—”
“Stop.”
Lauren stepped in.
“Valuation and headline offer are not identical.”
True.
The resort had:
$6.4 million debt,
$1.2 million estimated sewer work,
$900,000 deferred cabin renovations.
Ryan also had evidence that complicated the accusation that he invented Claire’s exhaustion.
Three months earlier, Claire had emailed Grace:
I cannot keep doing marriage crisis plus resort crisis plus Mom’s estate cleanup. I want six months where nobody needs anything from me.
Grace had replied:
Take leave if you need it. Do not resign anything permanent while you are overwhelmed.
Claire had forgotten the message.
Ryan had seen the first sentence because Claire forwarded part of the thread to him.
He had not seen Grace’s warning.
Lauren used it.
“Claire herself wanted leave.”
Grace answered:
“Leave.”
Not management exit.
Not share sale.
Ryan replied:
“Those were options to make leave workable.”
Claire said:
“No. They were options that made my leave profitable for Madison.”
Lauren objected to “profitable.”
Madison would assume debt.
Take risk.
Operate the resort.
Maybe the property never sold.
All true.
But the financing documents showed the bank based its willingness to lend partly on the possibility of future resort appreciation.
Everyone in the transaction understood the shares might be worth more than book value.
Except the person being encouraged to exit at book value.
Northstar might reduce price after diligence.
Ryan argued Claire’s share was not really worth seven million.
Maybe five.
Maybe less.
Still far above $2.1 million.
Then Lauren attacked the management-exit theory.
“Claire never signed.”
Grace nodded.
“No harm completed.”
“No shares transferred.”
“No buyout notice issued.”
“Not yet.”
Lauren looked at Madison’s empty chair.
May you like
Madison had hired separate counsel.
That alone told Claire her sister expected legal trouble.
