Ben and Lena were hardworking, resourceful, ambitious and very Republican in their financial lives and values. Ben wisely incorporated, but did so very late, and coincident with preparation of Lena’s land Trust.When Ben, Sr. died unexpectedly in 1964 he had responsibly arranged his affairs with a marital trust, a residual trust, and incorporated all of the businesses. But the businesses needed hands on, experienced management. His sudden and early death opened the door to differences amongst those who lived there, commuted, or had left.
For the next 15 years (1964-1978) the family, led by James from afar and Ben locally, struggled to restrain ambitions and decisions, control cost overruns, mitigate tax consequences, avoid negative publicity, and pay off loans, and address the endless housing purchase issues. They agreed that James was Trustee of the Marital and Residual estates, which held controlling shares of BFK, Inc. They also believed he was the Trustee of Lena’s Trust after 1974, and this was the fulcrum of the discontent. Frances sided with Mike, believing him to be her Trustee, and that he would protect her interests.
There were many business questions and issues: (1) Commissions and conflicts of interest; (2) Whether it was proper to accept commissions from third parties in an FDA regulated environment, and in light of the Carter controlled embargo on shipping beef; (3) Whether one was a supplier or an employee, and, therefore, which taxes to pay? (4) Who owned company houses and trust land at Olo? (5) Could Lena, in her will, stipulate the distribution of BFK assets? (6) Was the land trust valid? (7) What of the conflicting visions and plans for Olo, one envisioning a high end residential or commercial development at Olo? This “development plan” infuriated John more than anything else, and he called it the “rabbit warren.”
Lena died August 9, 1980, hence endured two years of this conflict. James and Ben- and to a lesser extent John- put the plan together to transition to the new business plan, and staunch the cash “outflow” resulting from Lena’s unstinting generosity.
Without these Minutes of the Board of Director of BFK, Inc., the court probably could not make a definitive order about most issues. And, in fact, it declined to do so. The lawyers simply refused to admit the minutes, despite promising they would, even into the morning of the last day of trial in October, 2015.
The document index is key word searchable.
The Minutes of the Board of Directors of the family company, B.F. Kneubuhl, Inc. and the ancillary correspondence during those years are fundamental to ascertaining the intention of the 1982 Agreement. The 1982 settlement was no mere “parting of the ways” but was intended to be a permanent separation for all time. Mike has since stated as much. Conspicuously, Roy Hall left Mike off the correspondence noticing the beneficiaries of the final order of distribution for Lena’s estate, Hall Closes Probate. He acted entirely on this understanding of their intentions.
To gain a distilled view of the years of conflict one is referred to the 8 pages entitled “Conflict 1978-1982” which represent the most definitive treatment of the issues they faced.