The Buyer Read The Agreement At The Shoe Counter

We went back to the front because the machine room had no clean place to set paper.

I wiped a patch of the shoe counter with a dry cloth. Phyllis watched as if I were getting ready to serve something spoiled.

“This isn't needed,” she said.

“It is to me,” Lena said.

I laid out the promissory note first.

The borrower was Ketter Shore Lanes LLC, the Wisconsin company Phyllis owned and ran alone. The lender was Soyeon Lim. The amount advanced was $48,600.

Below that sat a fixed finance charge of $1,944. No payments were due each month. The full $50,544 came due when the equipment or business was sold, or after twenty-four months, whichever came first.

“I gave her time to get through two league seasons,” I said.

“You gave us money because Daniel would have wanted you to,” Phyllis said.

“I lent the company money. Those were the terms.”

Mateo kept his hands off the papers.

“Is there a security agreement?”

I put it beside the note.

Its schedule listed twelve removable pinsetters, six ball-return drives, and two spare gearboxes. Each had a serial number. It covered that equipment and its sale proceeds. It did not give me the building, the lanes, or her company.

Mateo bent over the schedule.

“Eight is on here,” he said. “And the spare beside ten. Those are the plates I just checked.”

Lena looked at the last page.

“You signed as sole member?”

Phyllis pulled her glasses down.

“I signed a receipt for help.”

“The heading says Security Agreement,” Lena said.

“I was under great stress.”

I placed the Wisconsin filing acknowledgment below it. The UCC financing statement named the same company and described the same equipment. The accepted date was the morning after we signed.

“A public filing doesn't prove every term,” Mateo said carefully. “But this has to go to your lawyer, Lena. You can't treat these machines as clear.”

Phyllis looked at him sharply.

“You work for the buyer.”

“That's why I'm checking what she's buying.”

Lena took out her phone.

“The closing draft says all equipment will transfer free of liens. My lender requires that. This debt gets resolved before closing.”

“She doesn't own my machines,” Phyllis said.

“I didn't say she did. I said I need a release.”

I sat on the bench where Daniel used to tie his bowling shoes. My knees felt loose now that somebody else had said it out loud.

The signing had taken place at this same counter.

Phyllis had chosen the date because Tuesday leagues were out. Ruth Vale, her bookkeeper, had brought the company records. The attorney I paid to prepare the loan had joined us by speakerphone and walked through each page.

Phyllis had asked one clear question.

“If I sell early, I still owe the whole charge?”

The attorney had said yes.

She had tapped her pen against the counter, then signed.

I remembered that tap better than I remembered her thanking me.

“There are bank records,” I told Lena. “And the paid repair bills.”

“Please send copies to my counsel.”

Phyllis slapped one hand flat over the signature page.

“Someone forged my consent.”

The shoe dryer hummed behind us.

“Which consent?” Lena asked.

“To putting a claim on everything.”

“It doesn't cover everything,” I said.

“Don't lecture me in my own place.”

Mateo straightened his clipboard against his chest.

“I'll record the serial numbers and the condition today. Nothing gets removed under my name while ownership and liens are in dispute.”

“Then you're finished here,” Phyllis said.

“I'm engaged by Ms. Voss.”

He said it without heat. Phyllis had no place to hang another argument.

Lena asked if she could photograph the documents. I agreed, keeping the originals on my side of the counter.

“My offered price was $365,000 for the property and business assets,” she said. “It wasn't a promise to take on undisclosed debt.”

“You can pay me less,” Phyllis said. “I'll deal with her myself.”

“My lawyer will set the closing terms.”

After they left, Phyllis locked the front door.

“You made us look poor.”

I packed each sheet into its sleeve.

“The failed panel did that. I paid to fix it.”

“You ate Christmas dinner at my table.”

“That wasn't a payment on this note.”

She pointed to my van through the glass.

“Take your tools. I'll get a real company to finish.”

I photographed the lanes, the room temperature, and my taped work signs. I wrote the time in my job book. Then I loaded the machines I owned and left her equipment where it stood.

That evening, a lawyer's letter arrived by email.

It demanded that I withdraw the filing within forty-eight hours and threatened a lawsuit over what Phyllis called a forged security agreement.