Chapter 3 - The Missing Photographs
The morning after the confrontation, Thomas returned to Imperial Lotus without his family.
David had removed more than photographs.
Old corporate binders were gone.
Thomas's name had disappeared from promotional materials.
Even the company website described David as:
Founder and Chairman.
No co-founder.
Thomas sat across from Evelyn Price.
Evelyn had been his general counsel for fourteen years.
She placed seven folders on the table.
“One for each restaurant.”
Thomas asked:
“How bad?”
“Complicated.”
“That's lawyer language for bad.”
“Yes.”
The restaurant operating entities listed David as controlling member.
But every location depended on assets outside those entities.
Three buildings were owned by Walker Meridian affiliates.
Two leases were guaranteed by Thomas personally through older agreements.
The remaining locations were collateral under a secured expansion note.
More importantly, Imperial Lotus’s trademark was owned by Lotus Heritage IP LLC.
Thomas blinked.
“Who owns that?”
Evelyn smiled slightly.
“You do.”
He had forgotten.
During the third restaurant expansion, their trademark attorney created a separate entity.
Thomas funded it.
David never transferred ownership.
“So David owns restaurants that may not own their own name.”
“Correct.”
Thomas leaned back.
“That doesn't mean I can simply take them.”
“No.”
He appreciated the answer.
Evelyn never dramatized law.
“David has legitimate interests. He worked there for twenty-two years.”
“I know.”
“And the operating agreements are messy.”
“How messy?”
“You trusted him.”
Thomas looked toward the window.
“Yes.”
Then Evelyn opened another folder.
“This is worse.”
Over the previous three years, Imperial Lotus paid $6.2 million in “strategic consulting fees” to a company called Tran Pacific Advisory.
Owner:
David Tran.
Thomas stared.
“Six million?”
“Yes.”
“Authorized by whom?”
“David.”
“Board?”
“There effectively isn't one.”
Thomas felt anger rise.
“Where did the money go?”
“We're tracing it.”
The next folder contained something stranger.
David had begun negotiations to sell 60% of the restaurant group to an investment company.
Without telling Thomas.
Potential transaction value:
$74 million.
Thomas became very still.
“He's selling?”
“Trying to.”
“To whom?”
“Redwood Hospitality Partners.”
Thomas knew them.
Aggressive.
Competent.
And coincidentally, Walker Meridian was one of the largest limited partners in a fund that provided Redwood’s senior debt facility.
Evelyn said:
“This is where your ‘power’ becomes relevant.”
Thomas shook his head.
“No games.”
“I didn't suggest games.”
“Good.”
May you like
“I suggest documents.”
She placed the original 2008 financing agreement in front of him.
