Serial Nook

My Chairman Retired Me Before Selling Our Greenhouse Division, Believing My Insect Contract Was His to Sell, But My Small Laboratory's Approval Clause Brought His Closing to a Halt

The Buyer Asked Who Actually Owned the Insect Supply Agreement

Part 2 · 4 min read ·

I printed Gwen's message and set it beside the original contract.

The names on the contract were simple. Rao Beneficial Insect Works was the breeder. Daryan Small Life Laboratory, LLC, was the regional supplier. Larchmere appeared on a later page as an approved reseller.

An attached map listed our counties in eastern Nebraska. Dinesh had marked the delivery limits himself. We had changed one boundary during renewal, both signed beside the change, and kept the old map behind it. Nothing about our records was casual.

The grant was exclusive in that territory. Dinesh could not name a second regional supplier there while our agreement remained in force.

Its trucks could receive our boxes. Its staff could sell our lots. Neither fact made it the owner of my agreement.

I read Clause Eleven twice.

Any transfer, assignment, or addition of a reseller required prior written approval signed by me on behalf of my lab, and written approval from Dinesh's firm.

My employment at Larchmere was not mentioned.

I drew a little pencil flower beside the clause on my working copy.

Then I called the lawyer who had helped renew our lab lease. Celia Ortiz listened without once saying that everything would be fine.

"Send the whole contract," she said. "And your outside-business approval. Don't send just the good pages."

That was why I liked her.

I sent all fourteen pages, the service agreement, the six invoices, and my employment papers. My lab had its own insurance, bank account, and staff. The board had approved that setup eight years earlier. I had never voted on a bill or approved payment to myself.

Celia called back at twelve ten.

"You can correct the buyer's facts," she said. "Keep the invoices separate in your explanation. They owe those whether you approve a new reseller or not."

"But I won't approve anything while they leave the lab unpaid."

"Then say that plainly. No threats. No guesses."

I replied to Gwen with the original agreement attached. I copied Dinesh and Sterling.

"The agreement is held by my laboratory," I wrote. "I have given no approval for a transfer or new reseller. Six approved laboratory invoices totaling $84,600 remain unpaid. I will consider a properly described new arrangement after those fees are settled."

At twelve twenty-six, Sterling called.

"Parisa, this is a misunderstanding."

"Which sentence?"

"You negotiated that contract while working for us."

"I renewed it while working for you. The first agreement came two years before my hire."

"Our customers supported its value."

"Your customers bought useful insects. That doesn't change the names on the paper."

His voice softened further.

"You're upset about this morning. Let's keep that out of the deal."

"Then stop calling it my retirement."

He let out a small breath.

"Join the buyer call at one. We can clear this up privately."

I asked Celia to join. Dinesh joined from his rearing house. Behind him, rows of mesh cages filled the screen.

Gwen sat with Redbank's deal lawyer. Sterling sat in a conference room where someone had placed my cake on the side table.

"Parisa handled procurement," he began. "A few supplier forms stayed in her name."

"My company's name," I said. "An LLC with a separate service contract you signed."

Gwen looked down.

"Mr. Crane, your sale schedule describes full ownership and unrestricted transfer."

"That's the practical position."

"We need the contractual position."

Dinesh leaned toward his camera.

"My practical position is that I honor the agreement I made. Parisa's lab tested our lots when other distributors only counted boxes. We gave her regional rights because she could reject a poor hatch. That protection was the bargain."

Sterling moved his hand out of view.

"Surely you don't want to lose this volume."

"I don't want bad paperwork to become good just because it is Friday."

Gwen asked me whether existing greenhouse orders were at risk.

"Not from my lab," I said. "We can keep doing current work under current terms. I haven't canceled a single order."

She wrote that down.

The sale lawyer asked Dinesh whether he had signed any later grant of rights to Larchmere.

"No," he said. "Send any paper that says I did. I will examine it."

There was a long pause.

At one forty-three, Gwen said Redbank would not close at two. They needed a corrected asset schedule and answers from the board.

Sterling's smile remained. His cheeks had gone pale.

"There may be costs associated with this delay," he told me.

Celia spoke before I could.

"Please direct claims to me."

After the call, I went into Ghost Flower and checked a tray of sticky cards. Tiny dark thrips dotted the yellow squares. One patch held dust, not insects. I circled it so a tired technician would not count it twice.

At four eighteen, Celia forwarded a letter from Larchmere's counsel.

The company demanded immediate access to my lab, its colonies, and its contract files. It claimed they were corporate property.

The last line said they would seek an emergency court order on Monday morning.