Chương 13
Victor’s attorney asked whether she was considering divorce.
“Yes.”
“Do you have a financial motive to invalidate the guarantee?”
“Yes.”
“Are you angry with your husband?”
Celeste looked at Victor for the first time.
“Yes.”
“Did Ms. Hart promise not to enforce the guarantee if you testified against him?”
“No.”
“Did she promise to protect your investment in Blue Cedar?”
“No.”
“Did she offer you anything?”
“A thirty-day standstill.”
“Which is valuable.”
“It gave me time to hire a lawyer.”
“Valuable time.”
Celeste’s mouth tightened. “Less valuable than the building I sold because my husband told me we were simplifying.”
Victor looked down.
Nathan invoked his right against self-incrimination regarding several communications. His refusal did not prove Victor’s claims, but it damaged Hart Capital’s appearance of clean hands.
The judge asked difficult questions of both sides.
Had Hart Capital adequately supervised Nathan?
Had Victor reasonably relied on his representations?
Could Nathan’s misconduct be imputed to the fund?
Did the default exist independently of any alleged inducement?
Had the transfer provision been exercised in good faith?
The answers were not cinematic.
They depended on agency law, contract language, credibility, timing, and facts still under investigation.
On the final afternoon, the judge upheld the transfer provision on a preliminary basis. She found substantial evidence of uncured defaults and insufficient evidence that Evelyn had personally induced them. She removed the restrictions on ordinary management and allowed the board to suspend Victor pending a full trial.
She prohibited any sale of the estate for sixty days.
She ordered mediation.
Outside court, nobody claimed victory.
Victor left through a private exit.
Margaret sat alone on a bench near the elevators until her driver arrived.
Celeste walked with her lawyer.
Evelyn remained at counsel table after the courtroom emptied, looking at the shallow indentation where her legal pad had rested.
Daniel packed his files.
“You can breathe,” he said.
“I am.”
“More than that.”
She tried.
The air caught halfway.
Daniel stopped packing. “What is it?”
“We have control.”
“We had control yesterday.”
“Now we can use it.”
“That was the objective.”
She looked at him. “Was it?”
He sat beside her.
For several moments, they listened to a janitor rolling a cart down the corridor.
Evelyn said, “Northstar is gone. Vendors are nervous. We may have fraud exposure. The hotel permits are contaminated. Harvest financing is short. Victor will appeal. Margaret thinks I destroyed her family. Celeste may lose everything she put into Blue Cedar.”
“Those problems existed before the ruling.”
“Yes.”
“You can see them now.”
“I could see enough before.”
Daniel closed the file box. “You’re asking whether you should have let the estate fail quietly.”
“I’m asking whether control is just another word for being responsible when everybody else leaves.”
“That may be the most accurate definition.”
She laughed once, without amusement.
The mediation took place at the estate because Margaret refused to attend anywhere else.
The parties met in separate rooms. Victor chose the library. Evelyn used the small dining room off the kitchen. Margaret sat in the west salon. Celeste participated from her lawyer’s office in San Francisco.
For twelve hours, proposals traveled through the house.
Victor offered to resign for six months.
Evelyn required permanent removal from management.
Victor requested restoration of the family’s voting control after the loan was repaid.
Hart Capital required control until exit.
Margaret offered a collection of rare vintages as partial repayment.
The collection was already collateral.
Celeste demanded release from the guarantee and payment of her Blue Cedar note.
Blue Cedar had no cash.
At nine in the evening, the mediator entered Evelyn’s room carrying a legal pad and an expression of professional despair.
“He will resign permanently,” she said.
“Conditions?”
“He retains his economic interest. No admission of wrongdoing. The company does not refer matters to law enforcement except as legally required. He receives two years in the main house.”
“One year in the guesthouse.”
“He says the guesthouse is humiliating.”
Evelyn looked at Daniel. “The guesthouse has a sauna.”
“Humiliation is subjective,” he said.
The mediator continued. “He wants a consulting agreement.”
“No.”
“Health insurance.”
“COBRA on ordinary terms.”
“He wants the company to indemnify him.”
“For authorized acts within his former duties, subject to existing agreements. Not fraud, bad faith, or personal Blue Cedar obligations.”
“He wants the family name preserved on the label.”
Evelyn paused.
That term was not financial.
Victor knew it.
“What does Margaret want?” Evelyn asked.
“The same.”
The Hale name had commercial value. It also carried history that did not belong only to Victor. Generations of workers had built the reputation his family claimed.
“We keep the brand name for existing wines,” Evelyn said. “No personal endorsement. No implication that Victor remains involved.”
The mediator wrote.
“And the house?”
“One year in the guesthouse for Margaret. Six months for Victor in a separate rental allowance, not on the property.”
“He will refuse.”
“Then he can proceed to trial.”
The mediator did not leave. “He says you are trying to erase him.”
“I’m trying to remove him from management.”
“He experiences those as the same.”
“That is why he cannot manage.”
Daniel lowered his eyes to hide a reaction.
The mediator sighed. “There is one more issue. Hart Capital’s committee has received an offer.”
Evelyn looked up.
“From whom?”
“Agricultural investment group. Redwood Land Partners.”
She turned to Daniel.
He said, “It arrived this afternoon. Marisol asked us not to interrupt mediation until we had terms.”
“How much?”
“Thirty-two million for control, subject to diligence. They would keep the winery operating but sell conservation easements and reduce hospitality.”
“Employment?”
“No guarantee.”
“Management?”
“To be replaced.”
The mediator closed her legal pad. “Victor knows.”
“How?”
“Nathan’s lawyer told his lawyer.”
Evelyn stood.
Daniel said, “Sit down.”
She did not.
“Evelyn.”
She looked at him.
“The committee is entitled to consider the offer,” he said.
“I know.”
“Redwood is credible.”
“I know.”
“The fund could recover principal, interest, and most fees.”
May you like
“I know.”
The mediator watched them. “Victor’s position is that he would rather accept Redwood than remain under your control.”
