Chapter 8 - THE TRANSFER PACKAGE
The property papers Elliot brought to dinner were not a simple deed.
They were a transfer and option package.
Harrow Point would move into an LLC.
Elena would initially receive membership units.
The LLC would grant Northshore:
an exclusive purchase option,
development cooperation rights,
site-access rights,
and authority to seek preliminary approvals.
Manager of the LLC:
Elliot Vale.
Elena’s lawyer had never approved the structure.
Yet the cover memo said:
Family transfer documentation substantially agreed.
Agreed by whom?
Elliot.
Vivian.
Northshore’s counsel assumed Elena had participated.
She had not.
Marissa sent Northshore a direct notice:
Elena Vale has not agreed to transfer Harrow Point or authorize development applications.
The developer paused.
Elliot exploded.
“You embarrassed me.”
Elena answered:
“You involved me without asking.”
Again the same argument.
Again the same missing word.
Yes.
The transfer package also contained a drag-along provision triggered under specific future financing conditions.
Northshore’s lawyers described it as standard minority-protection architecture.
Marissa disagreed with how it interacted with Elena’s units.
No one claimed the clause itself was abusive.
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The problem was Elliot demanding Elena sign a complex package while physically compromised.
A sophisticated contract does not become simple because someone waves at the signature page.
