Chapter 7: The Injunction

Phillip arrived in Edina forty minutes later with a paralegal and a recording device.
Gerald Fitch gave his statement at the kitchen table, slowly at first, then with increasing steadiness, as though the act of speaking the truth out loud was something his body had been waiting to do for thirty-one months.
He named dates.
He named amounts.
He described every phone call from Jason, every instruction, every moment he had understood that what he was doing was wrong and had done it anyway.
When it was over, he signed the statement and sat back in his chair and looked out the kitchen window at the covered boat in the side yard.
"What happens to me now?" he asked.
Phillip looked at me.
"That depends on the prosecutor," I said.
"But your cooperation matters.
It matters a great deal."
Gerald nodded once, slowly.
I left Phillip with him and drove back to the city.
Grace was waiting in my office when I arrived.
She had printed the Delaware filing and spread it across the conference table.
Forty-one pages.
Jason's attorney had worked through the night.
"He's arguing that because Hartwell Consulting Group — the shell company — is registered in Delaware, and because Hartwell allegedly holds an equity interest in Meridian Pacific, Delaware courts have jurisdiction over any dispute touching that interest, including the acquisition."
"Hartwell is a fraud," I said.
"We know that.
The Delaware court doesn't know that yet.
And until we can prove it in front of that judge, the injunction has a reasonable chance of being granted temporarily."
"How long would a temporary injunction last?"
"Minimum seventy-two hours.
Potentially two weeks if Reeves argues for an extended hearing."
"Two weeks."
"In two weeks," Grace said, "Jason could argue that the acquisition process was tainted.
He could petition for a re-vote of the Meridian board.
He could attempt to remove Walter as chairman on the grounds that Walter participated in a process that violated minority shareholder rights."
"Walter didn't know about Hartwell."
"Reeves will argue he should have."
I stood at the window for a moment.
"What do we have that collapses the Delaware argument fastest?" I said.
"Gerald's statement is strong.
But we need to get it in front of the Delaware judge before the injunction hearing, which is scheduled for tomorrow morning at nine a.m."
"Then we file tonight."
"I've already drafted the response," Grace said.
"I need your authorization to attach Gerald's statement and the full Nevada account transfer records."
"You have it."
She picked up her pen.
"There's one more thing.
Reeves is also claiming that you had prior knowledge of the vendor payment scheme and chose not to disclose it during the acquisition process, which he argues constitutes a material omission."
I turned from the window.
"He's claiming I knew about Jason's fraud and hid it."
"He's claiming you discovered it during due diligence, recognized it would devalue the acquisition price, and proceeded without disclosure in order to acquire Meridian at a price that didn't reflect the true liability."
The room was very quiet.
"That's not what happened," I said.
"I know that.
But it's a serious enough allegation that the judge will want to hear it addressed."
"Then we address it.
When did Vanguard's due diligence team first flag the vendor payment anomalies?"
"October fourteenth.
Six weeks before the acquisition closed."
"And when did we notify Meridian's board?"
"October sixteenth."
"Two days later."
"Yes."
"And Walter's response?"
Grace opened a folder and slid a single page across the table.
It was an email from Walter Higgins to Vanguard Capital's legal team, dated October sixteenth, timestamped four fifty-three p.m.
*Confirmed receipt.
Board has been notified.
Proceeding with acquisition on the understanding that the vendor payment investigation will continue in parallel and that findings will be shared with incoming majority ownership.
— WH*
I looked at the email.
"Reeves doesn't have this," I said.
"He has no reason to know it exists.
It was internal correspondence between Walter and our legal team."
"Attach it to the filing."
"Already flagged," Grace said.
"Helena, if the judge sees this email alongside Gerald's statement and the Nevada transfer records, the injunction falls apart.
Jason's entire argument depends on you having acted in bad faith.
This email shows the opposite."
"File everything tonight," I said.
"And Grace — make sure the filing is complete before midnight.
I don't want Reeves to have time to respond before the morning hearing."
"I'll have it done by ten."
She gathered her documents and left.
I sat down at my desk.
The office was quiet.
The city outside the window was dark and cold.
Somewhere across Minneapolis, Jason was in a room with his attorney, building a case out of accusations and manufactured equity stakes and the hope that I would feel exposed enough to settle.
He had spent nine years believing that the quieter version of me was the only version.
He was about to find out how wrong he was.
My phone lit up on the desk.
A text from an unknown number.
*This isn't over.
You think you have everything but you don't.
There's one more thing you haven't found yet.
— C*
I stared at the initial.
May you like
C.
Chloe.