Martin Chase, outside counsel, opened the meeting.
“Then let's proceed.”
The proposed sale of Wycliffe House had been under discussion for eighteen months.
The numbers were difficult.
The club itself remained operationally profitable, barely.
Membership dues.
Dining.
Private events.
Investment income.
But the building was a different story.
One hundred twenty years old.
Roof failures.
Elevator modernization.
Electrical replacement.
Fire code work.
Kitchen ventilation.
Masonry.
A structural engineer estimated Wycliffe House needed $14.7 million in capital repairs over seven years.
The club’s reserves:
$3.1 million.
Its borrowing capacity:
limited.
Then Marlowe Urban Partners offered $86 million for the property.
The plan was elegant on paper.
Convert upper floors into a luxury hotel.
Preserve the historic façade.
Lease the first two floors back to the club for twenty-five years.
Club shareholders receive sale proceeds according to ownership.
Membership organization continues separately.
No one loses the Wycliffe name.
At least not immediately.
Most shareholders supported it.
Adrienne did not.
Not yet.
Because the ownership history was incomplete.
Again.
A pattern.
Martin turned toward her.
“The Warren Trust’s requested amendments are in everyone’s packet.”
Richard opened his.
Twenty-three pages.
He raised an eyebrow.
Adrienne noticed.
“You have an objection to paper?”
“No.”
He looked toward her.
“Given our family history, probably not.”
That caught her.
Barely.
A self-aware joke.
She did not reward it.
Martin continued.
Adrienne’s first request:
Independent valuation of the rear carriage-house parcel.
Marlowe’s offer valued the entire property as one assemblage.
The Warren Trust had a separate participation right tied specifically to the rear parcel based on a 1988 agreement.
Second:
Full recognition of a 1988 capital contribution by Leon Warren before distribution proceeds were calculated.
Third:
Employee protection language.
Fourth:
Historic attribution in the preserved rooms.
Fifth:
A revised first-floor lease restricting conversion of the main dining room without member and trust consent.
Richard flipped pages.
“You want veto rights over the dining room for twenty-five years?”
Adrienne looked at him.
“The Trust already has limited preservation consent under the 1988 covenant.”
“That covenant applies to structural demolition.”
“And Marlowe’s draft defines moving the oak paneling and cutting a hotel passage through the west wall as nonstructural interior modification.”
Richard looked toward the developer.
The representative cleared his throat.
“It is technically non-load-bearing.”
Adrienne smiled.
“Technically is expensive today.”
David Lin almost laughed.
Richard looked at the plan.
“You actually want to keep this club?”
Adrienne stared.
“What did you think I wanted?”
“To maximize value.”
Jonathan answered from the screen.
“I want to maximize value.”
Adrienne glared at him.
“What?”
he said.
“At least I’m honest.”
She looked back at Richard.
“I want accurate value.”
“Not maximum at any cost.”
“Why?”
Richard asked.