The Founding Agreement Came Out Of A Plain Gray Box
Part 2 · 3 min read ·
I did not promise Farid a recording over the phone.
"Send a written request," I said. "Tell me who will receive it and why."
"That's sensible."
By the time I reached Boston Street, his email had arrived. He worked for Kelstead Marine Holdings, the buyer. He wanted to check the source and rights of the reference sounds. He offered a private review with counsel present.
I called June Bell, who had helped set up my survey practice.
"Did you sign anything today?" she asked.
"No."
"Good. Start with the gray box."
My storage room held cables, two old hydrophones, and shelves above the flood line. The gray box sat beside a spare raincoat. I carried it to the desk without opening any company account.
Inside were survey logs, paid boat bills, master drives, and two signed copies of my founding agreement.
One copy still smelled faintly of the rubber bands I had removed years ago.
Schedule C listed 286 reference recordings by file number and recording date. Each had been made through Saintil Sounding before my employment began. My practice had paid for the boat, the gear, and my time.
Brackwater had received copies. I had kept the original masters.
More important, I had kept the rights named in the agreement.
The company owned its code and hardware. It also owned recordings I later made as its employee, except where a separate written survey order said otherwise. I had no claim to all the sound in Baltimore.
But these 286 files were mine.
Their license allowed internal design work and supervised harbor tests. Commercial use needed a separate signed approval. So did a transfer or change of control.
Another clause required Brackwater to name Saintil Sounding as the source in any sale disclosure. A false source statement carried a thirty-day chance to correct it after written notice.
No correction could replace the separate approval for commercial use or a sale.
That was the line with my pencil circle.
"He told me investors hated loose ends," I said when June arrived.
"And you told him?"
"That a license could be a neat end."
She read Preston's signature, then mine.
"He agreed."
We scanned the pages. June sent Farid a copy and arranged a review for nine the next morning. She sent Brackwater a notice to preserve the agreement, sales claims, source records, and test reports.
I slept badly on my couch with the gray box under the coffee table.
At eight, Preston called.
"You're confused about company property."
"June will answer questions about the agreement."
"I gave you a career."
I looked at a boat bill dated three years before I met him.
"You gave me a job," I said. "We put the rest in writing."
Farid met us at the buyer's rented office near Harbor East. He had water glasses set out and a page ready for each item we brought.
He was thirty-nine, Sudanese American, and spoke with the patient care of someone measuring a doorway before moving a heavy desk through it.
"My mother's family lives near Patterson Park," he said when I gave him the practice address. "She'll ask if you ate before this."
"Toast," I said.
"I'll leave that out of my report."
It was the first time I had smiled since the firing.
We logged the drive's serial number. Farid made a review copy and recorded its digital fingerprint, a long string that could show whether the file later changed. My master drive stayed with me.
I played Pier Seventeen.
Three knocks. A hush. Then my younger voice naming the tide, water depth, and gear settings.
Four minutes later, I described moving the hydrophone away from a noisy pump. The sample Brackwater showed buyers began after that move. Without the start, a reviewer could miss why the sound had changed.
Farid checked the field log against the sound.
"You recorded this before the company existed."
"Yes."
He opened the sale schedule on his screen. The navigation system accounted for $11 million of the proposed price. Under reference library, someone had entered: Company Owned. Exclusive. No Third-Party Consents Required.
My stomach tightened.
"That is what I need corrected," I said.
"I'll record your dispute," Farid said. "And test it."
He called the buyer's lawyer. By ten, the buyer had sent a written hold on closing until the rights question was resolved. No purchase money had moved.
Farid's voice grew softer as phones began ringing beyond the door.
He asked an assistant for the version of Schedule C in Brackwater's data room.
The assistant brought one page.
My list of recordings was there. The limits were gone. A new line said all rights had been assigned to Brackwater.
Below it sat an empty signature space.
Farid laid it beside my signed copy.
"Mr. Saintil," he said, "who wrote this replacement?"