Chapter 18 - The Second Set of Books
Victor Kline arrived at the independent attorney's office carrying one briefcase and no expression.
Graham was already there.
So were Nina, Mina, and two outside forensic accountants retained for the company review.
Victor stopped inside the conference room.
"This feels unnecessarily theatrical."
Mina glanced at him.
"I could've brought balloons."
Nobody laughed except Travis, who wasn't there.
Graham thought Travis would have appreciated the line.
Victor sat.
The lead forensic accountant, Rachel Park, opened a presentation.
"We're reviewing the transaction structure and the financial information that was provided to Mercer Mill and Land's managing members."
Victor adjusted his cuff.
"I'm familiar with the company's records."
"Then this should go quickly."
Rachel displayed the first document.
A cash-flow projection showing a short-term shortage but no unavoidable immediate insolvency.
Then a second version.
It included accelerated expenses, delayed receivables, and an assumed loss of borrowing capacity that the bank had not actually required.
Graham leaned forward.
"Who prepared that one?"
Rachel glanced at Victor.
"The file history identifies Mr. Kline's department. We also have email correspondence discussing revisions."
Victor folded his hands.
"I don't think you appreciate the need for conservative modeling."
Rachel clicked again.
An email appeared.
FROM: Marjorie Mercer
Make the October deadline clear. Graham needs to understand what happens if he hesitates.
Graham stared at it.
Victor said nothing.
Rachel continued.
The next document was an internal Sycamore transaction summary.
The buyer intended to acquire Ash Creek for $9.2 million, subject to due diligence.
Its ownership structure included several investment entities.
One was Morrow Holdings.
Graham recognized the name from Mina's records.
Rachel advanced the page.
"According to a participation agreement obtained from company correspondence, Morrow was entitled to forty percent of certain profits from the Sycamore transaction, after defined costs."
Nina leaned forward.
"Who controls Morrow?"
Rachel displayed the registration and a related side letter.
"The entity is managed by Martin Kline. A separate participation document identifies a revocable trust associated with Marjorie Mercer as the party entitled to Morrow's economic benefit."
The room went quiet.
Graham looked at Victor.
"Your brother-in-law."
Victor stared at the table.
Rachel continued.
"We have not finished tracing every dollar. But the available documents show a relationship between the proposed buyer, a company receiving disputed consulting fees, and a financial interest held for Mrs. Mercer."
Graham felt sick.
His mother stood to benefit from selling family-owned land far below its independently appraised value.
Not merely through her existing twenty-five-percent stake in Mercer Mill and Land.
Through a separate interest in the buyer's future profits.
And she hadn't disclosed it.
"Did she know?" Graham asked.
Rachel looked at the signed side letter.
"She executed this document."
He turned to Victor.
"Did you?"
Victor's attorney, seated beside him, spoke.
"My client won't answer substantive questions about potential misconduct without reviewing the materials and discussing his rights."
Graham nodded.
He'd expected nothing else.
Mina sat very still.
Her hands were folded in her lap.
Graham looked at her.
"You okay?"
She gave him a strange little smile.
"I spent two years wondering whether I was too stupid to understand those invoices."
He shook his head.
"You weren't."
"I know that now."
Rachel placed another document on the screen.
Bank transfers involving Cedar Vale and Morrow.
Some records showed money passing through accounts associated with Martin Kline.
Other transfers were still unexplained.
The review couldn't yet establish that every consulting payment had been diverted for personal benefit, but the evidence supported referring the matter to law enforcement and pursuing civil recovery.
Graham looked at the screen.
"How much of this came from company money?"
Rachel answered carefully.
"We can document the $740,000 paid to Cedar Vale over the last eighteen months. The ultimate disposition of every payment remains under investigation."
Graham nodded.
His mother had been telling him the company was desperate.
The books now suggested she and Victor had helped create the appearance of desperation.
That night, Graham drove to Marjorie's condo.
He didn't go inside.
He called from the parking lot.
She answered on the second ring.
"Graham."
"Did you sign the Morrow agreement?"
Silence.
Then, "Where are you?"
"Outside."
"Come upstairs. We can talk properly."
"Did you sign it?"
She sighed.
"You're being manipulated by people who don't understand the company."
"Did you sign it?"
"Yes."
Graham closed his eyes.
Marjorie continued quickly.
"It was an investment arrangement. Perfectly legitimate."
"You didn't disclose it."
"It wasn't material to the company's operations."
"You stood to make money from selling the company's land to a buyer you had an interest in."
"I stood to preserve an asset your father spent his life building."
"By selling it cheap?"
"By making a deal before the bank strangled us."
"The bank didn't demand that deadline."
"It would have."
Graham gripped the phone.
"Mom, did you use company money to support your investment?"
She said nothing.
"Did Victor send those consulting payments because you needed cash?"
"Graham—"
"Answer me."
Her voice turned hard.
"I will not be interrogated by my own son in a parking lot."
He looked up at her windows.
One light glowed on the fourth floor.
"Then we can do it through lawyers."
He ended the call.
Upstairs, Marjorie lowered her phone.
For the first time, the deal was no longer merely slipping away.
The paper trail was catching up with her.
And she knew exactly whose warning had started Graham looking.
May you like
Travis Bennett.
The man she'd wanted everyone to distrust.
