Chapter 7 - THOMAS'S SECOND MEMO
Thomas wrote the second memo during a period when Derek nearly left Cole Urban Homes.
He was thirty-two.
Frustrated.
He wanted to join a national developer.
Thomas feared losing him.
The memo proposed a future retention structure:
more operating authority,
performance compensation,
and a path to increase Derek’s ownership if he remained long term.
It was never implemented.
Thomas later changed the succession plan.
Final ownership remained:
Derek forty-two,
Raymond thirty-eight,
Elaine twenty.
But Derek kept a copy of the abandoned memo.
Why did that matter?
Because the management pool Derek later showed Kristen borrowed language from it.
Not invented from nothing.
Recycled from an old parental promise.
Derek had spent years believing Thomas intended him to own more eventually.
Raymond’s withdrawal seemed like the moment to make that old intention real.
Elaine said:
“Your father created this problem too.”
Raymond looked at her.
“He wrote possibilities like promises.”
Then Paige found another document in Thomas’s old files.
A 2018 email from Thomas to both sons.
Subject:
STOP TREATING DRAFTS LIKE DECISIONS.
Raymond almost laughed.
Thomas had seen the problem.
The email ended:
ONLY SIGNED GOVERNANCE DOCUMENTS CONTROL. EVERYTHING ELSE IS DISCUSSION.
That strengthened Raymond’s position.
But the valid shareholder agreement contained a complication.
A genuine “inactive shareholder review” clause existed.
If a family shareholder stopped providing meaningful service for twenty-four consecutive months, the board could review whether the role should convert to non-operating status.
Not forced sale.
Not forfeiture.
Review.
Raymond had been largely absent for twenty-six months.
Derek did not invent that fact.
Paige said:
“If the board had followed the clause properly, it could legitimately review your status.”
“Without fake approvals?”
“Exactly.”
“So Derek may have had a valid question and used invalid shortcuts.”
“Yes.”
That distinction mattered.
Raymond could not simply declare every concern fabricated.
He had been absent.
The company did need clarity.
Then Paige noticed the board calendar.
The inactive-status review had actually been scheduled once before.
Sixteen months earlier.
Canceled.
By Raymond.
He stared.
“I canceled it?”
Paige showed him the email.
From Raymond’s address.
ONE LESS THING RIGHT NOW. DEREK CAN HANDLE WHATEVER STATUS MAKES SENSE.
Raymond remembered typing something like that during Eli’s first school crisis after Laura died.
His own words were now the strongest evidence Derek had.
Then Paige said:
“There’s a reply you need to see.”
Derek had answered:
I WILL NOT CHANGE YOUR OWNERSHIP WITHOUT TALKING TO YOU FIRST.
Raymond stared at the date.
Sixteen months ago Derek had promised the exact opposite of what he was doing now.
So what happened in between?
May you like
The answer was in the next email.
Northline first contacted Derek eleven days later.
