The Board Read The Winter Minutes Duncan Had Already Signed
Part 4 · 4 min read ·
The next morning, Duncan offered me coffee.
I declined. He set a cup at my place anyway.
There were six chairs around the table. Renata sat beside me. Duncan's lawyer sat beside him. Lydia Cho, the director who had studied her hands during my firing, took the chair at the end.
"This is a fact review," Lydia said. "We will keep minutes."
Duncan smiled at her.
"Of course."
Renata laid down the note, the wire record, the public filing, and the loan approval from January 2022.
She had placed orange tabs on the copies. I had given her my roll of freezer tape.
"The advance was authorized," she said. "The security was authorized. The funds arrived. No payment has been identified."
Duncan's lawyer touched the note with one finger.
"Our client believes there was a later understanding."
"Show us," Renata said.
He had no letter, amendment, or canceled note.
Duncan looked at me instead.
"You said you believed in us."
"I did."
"You said you weren't worried about the spring deadline."
"Because the signed note gave you time. It didn't give you the money."
Lydia asked who had changed the accounting.
Our outside bookkeeper joined by video. Her name was Beth. She had brought the earlier ledger and the later one, plus the email that explained the change.
In December 2024, Duncan had told her the loan had been forgiven.
"Did you see a signed forgiveness?" Lydia asked.
"No. I asked for one."
Beth shared the reply.
It said, "Zofia and I have handled this personally. Please clear it before year-end."
My hands went cold.
For two years after taking my money, Duncan had asked me to wait. Then he had decided waiting meant surrender.
"I should have required the document," Beth said.
"Yes," Lydia said. "But we also need to know why you were told it existed."
Duncan pushed his coffee away.
"This is becoming needlessly hostile."
"It's becoming specific," Lydia said.
Renata slid the wire record toward her.
The money had gone into Firn's bank account, not Duncan's pocket. From there, $83,000 had covered wages, $46,000 had paid rent and heat, and $51,000 had paid vendors.
I remembered those checks. I had helped fold them into envelopes because we could not afford another pair of hands.
"Everyone was paid," I said. "I was the one who kept waiting."
One of the directors asked whether I had received shares in exchange for the advance.
"No."
"Any voting rights?"
"No. The staff share plan was separate. I never joined it."
Renata passed him the shareholder list included with the loan approval. My name wasn't there.
He looked from that page to the ledger.
"So we treated a lender's cash as a gift without giving her anything?"
Duncan said nothing. The director crossed out a question on his pad and wrote a different one.
The room stayed quiet long enough for the office heater to stop.
Then Lydia asked about CT-14.
Duncan's lawyer said that was outside the loan dispute.
"It is inside the proposed sale," Lydia said. "We approved a sale based on the information we were given."
She asked for the full test folder and every version sent to Calder Ridge.
The operations manager brought a printed file list. The raw data still existed. The buyer's copy had been built from a separate folder controlled by Duncan's office.
"Administrative convenience," Duncan said.
"Who checked it?" Lydia asked.
He named me.
I opened my notebook to the date he gave.
"I was in Concord that day, collecting parts. Here's the mileage form you approved."
His lawyer leaned close and spoke into his ear.
Renata made one note. She did not smile.
The directors asked us to leave while they voted. In the hall, I heard Duncan's voice through the door, low at first, then sharp.
I studied a crack in the tile. I had once stood there waiting for a bank to approve a loan application. It never had.
Forty minutes later, Lydia came out.
The board had hired an independent accountant to review the debt and deal disclosures. It had placed Duncan on leave from his executive duties and given Lydia control of the sale review.
It had also barred any transfer of equipment while the review continued.
"Does that mean you believe me?" I asked.
"It means we should have checked before yesterday."
That was the first useful thing any director had said to me.
Renata proposed a short standstill: no sale, no collection suit, and no destruction of records while the documents were reviewed. I agreed to freeze my claimed balance at $237,600 if Firn signed and honored it.
Lydia said company counsel would prepare the terms.
We had almost reached the front door when a man in a brown coat stepped into my path.
"Zofia Kaczmarek?"
"Yes."
He handed me a court envelope with Firn's name above mine.