Happy Birthday NextSpace!

Santa Cruz Mayor Ryan Coonerty is a chocoholic, as am I. We both work at NextSpace Santa Cruz, Ryan for PredPol, an interesting start-up that uses technology to help police forces do their work more effectively, and me under my EntrepreLaw shingle, helping start-ups get started.

Unfortunately, Jakey no longer works very often at NextSpace. He was a great foil for some of his friends and colleagues. During a nap, they TP'ed him, added a few props like the bottle of Jack on the floor, and we had an iconic moment!

Unfortunately, Jakey no longer works very often at NextSpace. He was a great foil for some of his friends and colleagues. During a nap, they TP’ed him, added a few props like the bottle of Jack on the floor, and we had an iconic moment! The Jack was actually the property of Sol Lipman: see below for more on Sol.

To satisfy an almost insatiable craving for chocolate, I keep various kinds of Trader Joe’s chocolate in my desk drawer at the office. Ryan knows this. As a rule I’m happy to share, of course. Occasionally, friends with a chocolate craving will stop by and, if I’m in the office, bum a chocolate or two. Jeremy, NextSpace’s CEO, whose home base is in Santa Cruz when he isn’t gallivanting around other NextSpace facilities, occasionally can’t resist the temptation, and will delicately wangle an invitation to munch a chocolate or even, occasionally, two.

Then there’s Ryan’s approach. Two or three Trader Joe’s Smores whenever he’s in the office, expropriated in installments over the course of the day, with thanks if I’m there, or more likely “don’t mind me!” And of course, I don’t.

Ryan's almost apologetic note: "I almost feel bad enough not to eat the last one," or "the first one!" Needless to say, he ate both.

Ryan’s (sort of) apologetic note: “I almost feel bad enough not to eat the last one,” or “the first one!” Needless to say, he ate both.

One day I found a little note on an empty box of Smores. It was Ryan almost apologizing for taking the last one. I left it there as a reminder to him, and he modified it weeks later to apologize for taking the first Smore from a new box. He is currently running for the County Board of Supervisors, which puts the pressure on and, I suspect, increases his Smores consumption. So be it.

The reason that the Ryan chocolate story is here, despite its evident lack of substance, is because it is full of human interaction, as is NextSpace generally. I love NextSpace! I know, that’s sort of an odd thing to say. How can anyone love something that looks at first glance like a collection of offices? But NextSpace isn’t just offices. That’s the point. It is a deliberate community of members, and one that works.

This was actually the first note to appear in the chocolate drawer. Glen certainly did not steal a chocolate!

This was actually the first note to appear in the chocolate drawer. Glen certainly did not steal a chocolate!

To give credit where credit is due, much of that community is the creation of Jeremy Neuner, NextSpace’s co-founder and CEO. He has a feel for what works, an instinct for what people want to live during their workday. His efforts are constantly directed to building the community of members which is NextSpace, and not in a trite and simplistic manner in order to satisfy some cynical marketing goal. No, he’s looking at innovative ways to channel our needs for professional interaction, commercial interaction, even human interaction, while we work. Remember Walt Disney’s Snow White singing “Whistle while you work” to the cute little creatures cleaning the seven dwarfs’ dusty cabin? That’s the starting point: work does not need to be drudgery.

A couple of random members in their office, with Mac and cricket bat. No, he does not play cricket! The bat is still there though!

A couple of random members in their office, with Mac and cricket bat. No, Mike he does not play cricket! Both Mike and Lydia kite surf.

The trigger for these efforts, the trigger for NextSpace, was Jeremy, when he was in charge of the Economic Development of the city of Santa Cruz. He found that the corporations which we grew up with, the traditional targets of economic development professionals like him, were no longer coming to town, in large part because they were no longer doing much in theUS at all. He and Ryan wrote a book together called the Rise of the Naked Economy: How to Benefit from the Changing Workplace. It’s all about what we are to do now that the business corporations which nurtured our families after World War II have downsized and outsourced themselves almost to oblivion. That was one hell of a business strategy they all had, like lemmings to the slaughter!

A couple of other members, Daryl and Glen, on the couch in my office. Scott sold me the couch when he moved on: he's back now!

A couple of other members, Daryl and Glen, on the couch in my office. Scott sold me the couch when he moved on: he’s back now, but I get to keep the couch!

Jeremy’s and Ryan’s book has something to say about filling that corporate vacuum. More importantly, it has something to say about replacing with something better the outsourcing, offshore dinosaurs which used to employ so many of us. In their place, they say, buzz thousands of displaced individuals seeking and finding alternative places to work, alternative drudgery-reducing places to work, like NextSpace.

So many, like me, want to work in freer worlds. Rather than bemoaning the disappearance of old-fashioned employers, yesterday’s engines of economic growth, Jeremy and Ryan came up with another, and added personal satisfaction to the mix. They didn’t invent co-working, of course – I gather that Margaret Rosas initially relayed the idea to Jeremy – but they added a whole lot to the idea, and that is NextSpace: COWORKING PLUS!! Anyone can sit down in a room and work alongside others: that’s Starbucks. Getting a community thrown in: that’s NextSpace.

In 2012, we even had a prom! Here's a lovely family, photographed by the professional arranged by the space.

In 2012, NextSpace Santa Cruz even had a prom! Here’s a lovely family, photographed at the event by the professional arranged by the space. Alan and Iris are the happy couple.

October 26th, 2013 marks my fifth birthday in NextSpace Santa Cruz, their first facility, which had opened its doors a few weeks before. For once in my life, I was an early adopter!

Having felt a misfit in most of the six or seven professional offices I have inhabited over the last 30 years, here I actually belong! Why is that? Well, on the one hand, despite being a lawyer I have a hard time working with lawyers in groups. Law firms are basically lawyers working in groups. It is hard to imagine a more rigid and stultifying work environment than a law firm, and it never ceases to amaze me how such smart people create such miserable working environments for themselves.

The simple alternative was working at home (and occasionally in cafes), but I’m a social being. I work for an hour, and then like to stroll around and chat with a friend for five minutes.

Almost every Friday, we have a happy hour! Lisa and Sean made it to this one in 2011.

Almost every Friday, we have a happy hour! Lisa and Sean made it to this one in 2011.

I had been back at home for a couple of years when Marie-Hélène found NextSpace: she almost insisted that I take an office here (I needed an office rather than a cafe membership because of the need to protect confidential client files). 

There was no long-term commitment, and the only furniture that I needed to add was my locking wooden file cabinets. I also brought in a couch to complement the desk, chair and bookshelves which were already there. This was easy! I was hooked in a month, and have been here ever since.

Back to strange messages: I left a delicate negative as a reminder that the remaining half sandwich (from Zoccoli's) was not to be touched. Someone disagreed with the no!

Back to strange messages: I left a delicate negative as a reminder that the remaining half sandwich (from Zoccoli’s) was not to be touched. Someone disagreed with the sentiment!

There are synergies occurring in any good community, and Jeremy christened those in NextSpace the “NextSpace Effect.” I can vouch personally for this effect. Not only have I found clients here and helped others here when they could not afford it, I became NextSpace’s corporate counsel!

Equally significantly, Daryl Tempesta, another NextSpace member, pointed out how I could create a marketable product out of my services. Okay, okay, I haven’t completed that project yet! Always too much to do: but the seeds have been sown and real progress has been made.

We all have our NextSpace effect stories. Here’s a random example, this one taken from a recent edition of the Santa Cruz Sentinel, on September 16, 2013:  SANTA CRUZ — If you’re bothered by the fact that 1,200 advertising companies are tracking your activity online and your email address can be bought and sold to determine what ads you see online, then you might want to know more about PrivacyChoice, a company started in Santa Cruz in 2009 to give consumers control over their own data.

Yours truly at work, taken by Jeremy.

Yours truly at work in 2011, taken by Jeremy.

Founder Jim Brock, 51, and co-founder Jason Beatty, 42, met at NextSpace in downtown Santa Cruz and grew the startup to the point where a big player took notice of their product, PrivacyFix, for Google Chrome and Mozilla Firefox. AVG Technologies, an Internet security firm based in the Czech Republic, bought PrivacyChoice in May for an undisclosed sum. Since then, Brock and Beatty have been working on privacy products for AVG’s 155 million customers.”

Like all corporations, NextSpace has regular Board meetings and the other accotrments of corporate life. They just don't look quite the same. This Board package, traditionally given to Board members before the meeting to give them background on the agenda, features Jeremy Neuner, CEO, fooling around in a "morph" suit! (Is that what those things are called?)

Like all corporations, NextSpace has regular Board meetings and the other accoutrements of corporate life. They just don’t look quite the same. This Board package, traditionally given to Board members before the meeting to give them a little background on the agenda, features on its cover Jeremy Neuner, CEO, fooling around in a lycra morph suit!

People with different skills and ideas meet while they work in NextSpace, put their complementary talents together (the NextSpace Effect) and boom: something significant and worthwhile often happens. This not an occasional event. It happens to everyone here.

What surprises me the most is that such a productive environment has been able to continue so long in its original format. It has greatly expanded of course: there are now nine NextSpaces, including one “NextKids,” featuring professional infant care for parents working in the space, which just opened in San Francisco’s Potrero Hill. But the company has not yet been acquired.

The acquirers’ loss is my gain, but still. Haven’t commercial office lessors noticed that their properties are sitting empty, because the businesses that used to rent them have moved offshore? Are we NextSpace members the only ones who notice how clever the coworking concept is for the new world of independent contractors working for several clients (like me)? Or for the start-up founders dreaming big but funding small? Hasn’t anyone in real estate noticed how the commitments required of commercial lessees are rarer and rarer the sort of risk that small or medium-sized businesses can make in a fast-changing world? Apparently not.

Sol in his Tomfoolery flat hat.

Sol in his Tomfoolery flat-brimmed hat. He puts great teams together for his start-ups, and he put together his best team out of people working at NextSpace. True! AOL bought the whole works.

Sol Lipman was presenting his latest start-up, Tomfoolery, at a Tech Meet-up recently, held in another Santa Cruz coworking space a couple of blocks away. Nick and I went, because we love Sol, who birthed two of his start-ups at NextSpace (12 Seconds and RallyUp), and because Tomfoolery, like NextSpace, wants to make work fun. Sol sat next to us before the presentation, worrying vociferously that he had no idea what he was going to say.

We told him not to worry: he’s got the gift of the gab, and all the heart that implies.

With Parisian law professor Karim Medjad in my office. Karim also works for the World Bank, helping new States daft working commercial codes.

With Parisian law professor Karim Medjad in my office. Karim also works for the World Bank, helping newly-formed States draft commercial codes that work.

Once on stage, Sol talked about Santa Cruz and about all the tech talent he’s found here and worked with here, and he talked about his start-ups over the years and how each time he did so much wrong and learned so much from it, and how culture is so important to both start-ups and work.

As he reached the end of his presentation he spontaneously announced, straight from the heart, just the way he is, “and I love NextSpace!” Of course, he wasn’t in NextSpace and immediately realized the error and corrected himself, adding that he loved all the coworking spaces around town.

But I knew what he meant. This space is special, like Sol, like Jeremy, like a lot of past and present NextSpace members. We’re the lucky ones: in the right place at the right time. Let’s enjoy it while we can. Nothing lasts forever!

NextSpace moment: curious child meets tin man in corridor!

NextSpace moment: curious child meets tin man in corridor!

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When bankruptcy doesn’t work.

On Monday morning, August 1, 2011, Nick (my oldest) arrived at work to be told that he was being laid off immediately and would not be paid the last month’s salary of $8,000 which he had already worked very hard for and, of course, pretty much spent. His employer was Keeping Cash’n’Code, Inc. (a pseudonym), whose CEO was the Eskimo (also not his real name).

The first page of Nick's Employment Agreement with SquiggleChimp.

The first page of Nick’s Employment Agreement with Keeping Cash’n’Code.

Nick immediately moved in with me in the condo, which was a definite silver lining to a rather cloudy event. Love having him around! The other silver lining here is that the US Bankruptcy Code has a very real preference for employees laid off by a bankrupt company. The preference is so real that it places former employees ahead of most taxes: believe that?!

We settled down for the long fight to obtain his salary. He ran the first leg, before the State’s unemployment tribunal, obtaining his benefits over the objections of Keeping Cash’n’Code. Then when the company filed for bankruptcy in March 2012, I took over.

Ultimately, fifteen months later and nine months after Nick had returned to live and work in Paris (boo-hoo!), the bankruptcy court ordered the trustee to pay him 90% of his last month’s salary, but no other individual creditor received anything of substance. 

The second page, with highlights on some of the parts that confirmed his status as an employee.

The second page, with highlights on some of the parts that confirmed his status as an employee.

Nick’s finally getting paid for most of his last month’s is not the subject of this post. Willing to work for nothing to help my son out, I had an unusual perspective on the inner workings of the bankruptcy process and its rather troubling failings. They are the subject here.

*        *        *

Bankruptcy is supposed to let off the hook the debtor, the person or entity which owes money to others, who are its creditors. The debtor does not have to pay those debts which it cannot meet: it is relieved of those repayment obligations. In return, all of the debtor’s assets are supposed to be distributed to those same creditors. It’s what they get out of losing the balance of what they are owed from the debtor. It is a simple bargain.

In the case of Keeping Cash’n’Code, that simple bargain did not work in two different ways. The company here kept a lot of the cash and a lot of the code! But most of its creditors got nothing.

 *        *        *

The email from Trustee Tom confirming that Keeping Cash’n'Code had made a significant sale of its intellectual property, and sending me the contract. Very thoughtful. The Eskimo’s summary of the use of the $13,000 was to pay the IRS, Franchise Tax Board and “other urgent claims.”

The email from Trustee Tom confirming that Keeping Cash’n’Code had made a significant sale of its intellectual property, and sending me the contract. Very thoughtful. The Eskimo’s summary of the use of the $13,000 was to pay the IRS, Franchise Tax Board and “other urgent claims.”

First, the cash. Nick shared a bush telegraph with his fellow coders, including those who had worked for Keeping Cash’n’Code, and before the company actually declared bankruptcy, the telegraph had informed him that there had been a big sale to a customer in San Francisco.

When we sat down at the initial creditors meeting in April 2012, Tom (again not his real name), the trustee appointed by the court, announced that he could not open a case to take care of the creditors because there was no cash available to distribute.

I gulped. What had happened to the San Francisco sale? But the bush telegraph isn’t proof, and so I waited until after the meeting to tell Trustee Tom and the Eskimo’s lawyer about the big deal with the San Francisco customer. They duly asked the Eskimo about it. He sent them, and Trustee Tom sent me, the Purchase Agreement with respect to the deal.

The first page of the San Francisco sale contract itself, showing that the customer had made a loan to Keeping Cash'n'Code in July, right before the company laid Nick off without pay.

The first page of the San Francisco sale contract itself, showing that the customer had made a loan to Keeping Cash’n’Code in July, right before the company laid Nick off without pay.

You’ll see one flaw in this procedure already. The Eskimo must have already told Trustee Tom that there was no cash, or Tom would not have told the creditors meeting the same thing. If the coders’ bush telegraph hadn’t worked and I hadn’t followed up, this game would already have been over, and no creditor would have received one cent, even though Keeping Cash’n’Code had taken in around $25,000 since it stopped paying its bills.

It gets worse. I duly sent this San Francisco Asset Purchase Agreement to Dick, the lawyer (not his real name either, but it does roll off the tongue!) retained by Tom after the creditors meeting. I pointed out that there was about $25,000 in proceeds paid to the company from this asset sale. The amount was important because the Eskimo had summarized in vague terms the company’s use of only the $13,000 that he admitted to receiving. In addition to checking what the Eskimo said that he had done with the $13,000, there was an additional $12,000 for Trustee Tom to follow up on.

The top of the second page of the IP sale contract, showing the components of the purchase price as well as the "Excluded Software." Squiggel Chimp was earning a decent chunk of change for just one piece of its intellectual property.

The top of the second page of the IP sale contract, showing the components of the purchase price as well as the “Excluded Software.” Keeping Cash’n’Code was earning a decent chunk of change for just one piece of its intellectual property.

I was pleased to have brought that serious piece of change within the protection of the bankruptcy court. But no, I hadn’t. Whoops! Trustee Tom never formally accounted for one cent of that money. In other words, as far as we know that money was never distributed to the people whom Keeping Cash’n’Code owed money to, its creditors.

After the event, the Benevolent Judge let that happen. At a hearing in June 2013, he explained that in a voluntary bankruptcy such as this the debtor (Keeping Cash’n’Code, the entity which owed everybody money) could game the system, for which there was no real remedy. In other words, the Eskimo could choose the time when he filed for bankruptcy protection, as well as the time when he brought in money. Depending on the timing, maybe he allocated what he brought in among the company’s creditors. Or maybe not.

This portion of the transcript of the June Hearing in Bankruptcy Court includes the Benevolent Judge's explanation of why the proceeds of the San Francisco asset sale were not accounted for by Trustee Tom: because they were not in Keeping Cash'n'Code's bank account when the Trustee took charge of it. It had "apparently" been spent on taxes "and other expenses." How can that be apparent when the Trustee has not accounted for those expenses? The court found "ludicrous" my suggestion that the money should have been included in the bankruptcy estate and accounted for.

This portion of the transcript of the June Hearing in Bankruptcy Court includes the Benevolent Judge’s explanation of why the proceeds of the San Francisco asset sale were not accounted for by Trustee Tom: because they were not in Keeping Cash’n’Code’s bank account when the Trustee took charge of it. These proceeds had “apparently” been spent on taxes “and other expenses.” How can that be apparent when the Trustee has not accounted for those expenses? The court found “ludicrous” my suggestion that the money should have been included in the bankruptcy estate. Really?!

But, said the Benevolent Judge, the Trustee had a duty to investigate where the proceeds of that sale went. The judge suggested that another time I should have asked more questions. Wait a minute!

I had informed Trustee Tom and Dick his lawyer about that $25,000, underlining the difference between that amount and the $13,000 which the Eskimo admitted to receiving, but didn’t ask enough questions about it: give me a break! Didn’t the Trustee have the duty to account to the court where that money went? What’s his job, if not that?

Dick’s portrayal of what had happened here in his firm’s invoice to Trustee Tom basically dissimulated this San Francisco sale, not from the trustee but from the judge. That suggested to me that Dick thought that there was a problem with how his client, Trustee Tom, had handled that sale.

Dick believed that “the debtor’s activity in the months before (March 15, 2012) . . .  revolved around an effort to sell the business. . . . (A)fter  . . .  Keeping Cash’n’Code . . . failed to find a buyer for its business or a buyer for its intellectual property, Trustee Tom undertook the effort, and with the generous assistance of the Eskimo, succeeded in finding a buyer for the intellectual property.” I added the bold text. This refers to a second buyer for Keeping Cash’n’Code’s intellectual property, or IP, but the quoted language made it sound like the first.

The portion of Dick's firm's invoice referred to in the accompanying text. Note that his fees, by far the highest payment from this bankruptcy estate, far exceed Nick's last month's salary.

The portion of Dick’s firm’s invoice referred to in the accompanying text. Note that his fees, by far the highest payment from this bankruptcy estate, significantly exceeded Nick’s last month’s salary.

The Eskimo had not failed! He had found a buyer in San Francisco for a valuable chunk of the company’s intellectual property. Why was Dick telling the judge that the Eskimo had failed?

*        *        *

With the Eskimo’s able assistance, Trustee Tom had now found a second buyer for another chunk of Keeping Cash’n’Code’s IP. Congratulations guys! I mean it.

But if there were two buyers for big chunks of the company’s IP, couldn’t others have been found?  I think that the answer is yes, and this raises the second troubling issue here: the source code, the debtor’s principal asset, still exists on a server somewhere and was never distributed to any creditor. That source code could be at the core of other valuable chunks of IP, in existence or to be created.

This was the email sent to Dick alerting him to the cash to be located. In all of these documents, the mess is attributable to not wanting to name names. This is not a vendetta.

This was the email sent to Dick alerting him to the cash to be located. In all of these documents, the mess is attributable to not wanting to name names. This is not a vendetta.

I first exposed this issue too during that initial creditors meeting in April 2012. “Even if there is no cash now,” I told Trustee Tom when he informed us that there was none, “the source code is still on a server somewhere, and if you do nothing it will remain in the control of Keeping Cash’n’Code’s management.” The company’s software was based on servers which its customers accessed, what they call “software as a service” or SaaS: the code was not at the customer’s site.

I asked Trustee Tom then and again in June 2013 to take possession of that code and make it available to the people Keeping Cash’n’Code owed money to. In my mind, that was what a bankruptcy trustee was supposed to do, locate the bankrupt entity’s assets for the benefit of its creditors.

Tom never did that here.

Mini course in contract interpretation: part 1. This page of the New York Asset Purchase Agreement makes a convincing case that all the intellectual property was being sold this time by the trustee. The "Purchased Assets" include "all of the Seller's assets . . . except the Excluded Assets." These are cash, office furniture and equipment, receivables and claims. Open and shut: all the intellectual property is being sold.

Mini course in contract interpretation: part 1. This page of the New York Asset Purchase Agreement makes a convincing case that all the intellectual property was being sold this time by the trustee. The “Purchased Assets” include “all of the Seller’s assets . . . except the Excluded Assets.” These are cash, office furniture and equipment, receivables and claims. Open and shut: all the intellectual property is being sold.

The second buyer of Keeping Cash’n’Code’s intellectual property, this time in New York, was again focused in its purchase. It wanted the patent application owned by Keeping Cash’n’Code.

Most software is protected as a trade secret (in other words, the source code is kept confidential) or copyrighted. In this case, the Eskimo believed that he had come up with a patentable invention, and this New York buyer’s focus on the patent application meant that what it really wanted out of the deal was the exclusive right to use the software application protected by the patent.

Source code like that owned by Keeping Cash’n’Code can be used with any number of software applications, almost. The limits on this are limits to the creativity of the coders working with and developing the source code. Because of its focus on the patent application, and the peculiarities of an asset purchase from a bankruptcy estate, the New York buyer effectively did not buy all of the company’s source code.

Mini course in contract interpretation: part 2. Existing "originals and copies of source code" will be delivered to the buyer "to the extent available from" Keeping Cash'n'Code. The company held on to what it felt like here.

Mini course in contract interpretation: part 2. Existing “originals and copies of source code” will be delivered to the buyer “to the extent available from” Keeping Cash’n’Code. The company held on to what it felt like here.

That’s where review of key provisions of the Asset Purchase Agreement comes in handy. At first sight, it does look as if all of the intellectual property of Keeping Cash’n’Code was purchased, an impression which Trustee Tom and Dick, his lawyer, were eager to foster. But delivery of the source code is at the discretion of the seller. So long as the buyer was properly assigned the patentable software application that it cared about, which it was, it did not care how many copies of the source code it received, or even if it received the original.

This conformed to bankruptcy procedure generally. While the buyer in a normal M&A deal will reserve itself the right to pursue the seller if all that it buys is not as the seller promised, there’s no-one to pursue after sale of a bankrupt’s assets, because there’s nothing and no-one left. The case has been closed. So the trustee makes no guarantees. Which played right into the hands of the Eskimo here. Trustee Tom could not guarantee that all copies the source code were sold, and the buyer did not care so long as it obtained the patent application at issue. The source code sat basically untouched by the bankruptcy proceeding.

In April 2012, I asked Trustee Tom to take possession of the source code. By June 2013, when I again raised the issue, he had never done so. That source code is still out there on a server somewhere, I believe under the control of the Eskimo. Nobody took the source code away from him. He may have held on to it, or delegated it, or disposed of it in such a way that the San Francisco and New York purchasers’ software applications were not included. All that he can’t do from an M&A perspective is use those two software applications. The rest of the source code is now basically unrestricted.

The page in the New York Asset Purchase Agreement which repeats in several different ways that the buyer has no recourse if it does not get what it wants. Added to the page which says that the bankruptcy estate will only deliver the source code which it feels like, this page allowed the source code to remain physically untouched by the bankruptcy. I found this on the USPTO site when Tom and Dick did not respond to me request for a copy.

The page in the New York Asset Purchase Agreement which repeats in several different ways that the buyer has no recourse if it does not get what it wants. Added to the page which says that the bankruptcy estate will only deliver the source code which it feels like, this page allowed the source code to remain physically untouched by the bankruptcy. I found this on the USPTO site when Tom and Dick did not respond to me request for a copy.

Why does this get my goat? Investors in Keeping Cash’n’Code were individual creditors of the company, as were the coders (all but Nick were independent contractors who did not have the benefit of his employee preference in the bankruptcy) who turned their capital into code. Yet investors and independent coders got nothing from the source code which they collectively contributed. Frankly, that stinks. 

*        *        *

Here’s why I bothered writing this down. Tom, Dick and Harry, the trustee’s accountant, were paid over $16,000 out of this bankruptcy estate, more than twice Nick’s last month’s salary. They paid themselves so much that they shaved about $850 off of the top of that last month: those administering a bankrupt’s estate are its most preferred creditors. They then blamed me for this shaving, which did not improve my mood!

That was the point when I formally raised to the Benevolent Judge the “missing” cash and the untouched source code. I was a perfect storm for Tom, Dick and Harry. Not only was I prepared to put in substantial legal time without payment to help out my swindled son, I am also by trade an M&A lawyer, and can read and understand subtle nuances in Asset Purchase Agreements like this New York one.

The reason that I am more understanding of the judge is because having these issues thrown at him for the first time late in the bankruptcy process put him in a very difficult position. But if Tom and Dick had been doing their job, as a bankruptcy outsider like me understands that job, he should never have been put in that position.

Posted in Uncategorized

2012: car crash, court date and colonoscopy!

Alex, Charlie and I had Annual passports at Disneyland this year. Here are the boys on a late evening water ride, the Grizzly River Run, in April.

Alex, Charlie and I had Annual passports at Disneyland this year. Here are the boys on a late evening water ride, the Grizzly River Run, in April.

You know that you’re getting old when the McCartney featured in the Queen’s New Year’s honors list is named Stella. Stella? Oh, that’s right, Sir Paul’s daughter, honored for services to British fashion, notably for designing the uniform of GB’s Olympic athletes. It has been 48 years since mum and dad took Sue and me to see John, Paul, George and Ringo singing “I wanna hold your hand” at the Hammersmith Odeon in London on Boxing Day. It has been 29 years since dad died, and 16 years since mum.

I turned 60 this year, just to rub it in!

But that milestone passed at Disneyland without undue stress. Antony, Sue’s son, brought his delightful crew up to share the weekend with some of my delightful crew, and made my day by announcing that 60 was the new 37. He himself is 37 and full of vim: everyone needs a nephew like Antony!

Alex running through for the Thunder, who won  the local league and District Cup this fall.. Alex was a key component of his team.

Alex running through for the Thunder, who won the local league and District Cup this fall. Alex was a key component of his team.

The children too are getting older. Only two are at my place regularly: Charlie (17) and Alex (15 this month). Alex’s friends are his life’s priority, of course, and most weekends he or one of them will host a sleepover. Sometimes a group of them will “adventure” during the course of one of these sleepovers. I’m not entirely sure what adventuring is in this context, but it frequently seems to involve substantial amounts of toilet paper, draped outside a friend’s house or a neighboring girl’s house!

Chris Rene is a local celebrity, having placed third in X-Factor, Simon Cowell's new TV show. Alex ran across him in the local mall, and posted this on FaceBook with his own caption.

Chris Rene is a local celebrity, having placed third in X-Factor, Simon Cowell’s new TV show. Alex ran across him in the local mall, and posted this on FaceBook with his own caption: check it out!!

Even when he is sitting next to me in my condo, he spends much of the time in his own world, playing FIFA 2013 on the X-box and chatting over the headset with his friends. They are playing online soccer with him simultaneously in their respective homes, buying and selling players like professional team managers building their own teams. Alex’s X-box team features players from the German Bundesliga, with a focus on Borussia Dortmund. He has discovered that players from there are cheaper to buy than players in the English, Italian and Spanish leagues, but with comparable skill levels. For Christmas, he wanted a high definition video game recorder, so that he and his friends could build videos of matches or show online great goals from their own games.

Teenage entertainment has improved exponentially since I was that age.

Charlie dribbling for his varsity soccer team, the Falcons.

Charlie dribbling for his varsity soccer team, the Falcons.

Charlie also spends a fair amount of time at my place, but often when I’m not home: I wonder why! He invites groups of uncouth boys over to my condo after school, with an occasional pair of girls (they always seem to arrive in pairs!), for pow-wows and bad music.

After one of these afternoon group visits, I found seven half-drunk bottles of water in Alex’s bedroom, and chocolate wrappers and assorted other detritus dotted around the condo. I left Charlie a note the next day, prominently placed in in the middle of the floor next to the front door, where he couldn’t help but see it. It asked him to clean up his mess. Returning home, I found the condo in much better condition, but for a ball of paper crumpled up right in the middle of the floor next to the front door. You guessed it: my note!!

That awesome liberator of adolescents and terror of their parents, a car.  This is Charlie's third. His first, a Honda, was written off in November 2011, just two short weeks after it was acquired, by a tree which fell on it in a storm. The second, a Toyota, lasted a little longer before a deer ran into the road in front of him one night and froze. Charlie avoided the deer and hit the fence on the side of the road. One of the two-by-fours in the fence came through the windshield and hit his shoulder, located very close to his head! It’s tough to be a parent.

That awesome liberator of adolescents and terror of their parents, a car. This is Charlie’s third. His first, a Honda, was written off in November 2011, just two short weeks after it was acquired, by a tree which fell on it in a storm. The second, a Toyota, lasted a little longer before a deer ran into the road in front of him one night and froze. Charlie avoided the deer, at the cost of hitting the fence on the side of the road. One of the two-by-fours in the fence came through the windshield and hit his shoulder, located very close to his head! As I said, the terror of parents.

Adolescence continued throughout the year. I received one of those phone calls that a father hopes will not happen to him. The mother of one of Charlie’s pretty sixteen year-old blond friends called to share what had happened the previous night at her family’s condo. There was something about how her daughter had gone to bed, something different, that had made her and her husband suspicious. They decided that the husband would sleep in the sister’s bedroom – the sister is away at college – which is next to the daughter’s bedroom, downstairs in their condo.

The sister’s bedroom has French doors out on to the terrace, accessible from the street by climbing over a fence. Around three in the morning, a loud knocking woke him up, and in his daughter’s room something stirred. She tiptoed into the room where he was sleeping and was heading for the French windows when he announced his presence, to general consternation. He instead of his daughter opened the French windows, and there was Charlie! They had made arrangements to see each other later, she had fallen asleep waiting for the appointed hour, and Charlie had not yet learned that discretion is the better part of valor, or to put it another way that if she falls asleep, game over!

Brotherly love! This was at Nick's birthday lunch at the local Chili's, which he chose in order to please his kid brothers. Charlie lent a hand when Alex did not feel like smiling for the camera.

Brotherly love! This was at Nick’s birthday lunch at the local Chili’s, which he chose in order to please his kid brothers. They love the place! Charlie lent a hand when Alex did not feel like smiling for the camera.

I saw very little of Daphné (25) or Alban (23) this year. She spent the whole year in Tahoe, and I saw her only once when, unannounced, I stopped by the resort where she was working. That visit went well, but only lasted ten minutes! I saw Alban a few times, briefly with one or other of his siblings, and caught glimpses of him sitting at the kitchen counter in his mom’s house when I drove up the driveway to drop Alex off. That used to be our house, the family home, and will shortly be for sale. I’m rarely allowed in, and Alban lived there all year. He and Daphné have become part of the larger divorce, dropping out of my life just as the house has. Children growing away as they grow older feels sad, even as it is inevitable: children growing further away because of a divorce feels worse.

On top of the Jacobite Memorial, at Glenfinnan, where Bonnie Prince Charlie came ashore..

With my boy on top of the Jacobite Memorial, at Glenfinnan, where Bonnie Prince Charlie came ashore. The Glenfinnan Viaduct is over my shoulder.

At the same time, I’ve been closer to Nick (26) and Tom (23), even though they have both been living in Paris. Tom spent the whole year there, but I did see him for a few days in the UK this summer. Calling from the US, I was explaining to him over the phone why I would not be able to spend much of my short vacation with him. “Yes, of course we’ll go to the funeral together (the funeral was a memorial service for Aunty Vi, evoked here), but I’ll be busy before that, spending a couple of days in Scotland, and . . .”.

“I’ve never been to Scotland!” he exclaimed, interrupting my perfectly reasonable explanations with a rush of youthful energy. Ding! He had me there. It hadn’t even occurred to me that he might be interested in Scotland. But if he was, well, great! I found myself on the Caledonian Sleeper train heading from London to Fort William in the northwest Highlands with Tom.

Tom (Thomas Arlo) on a list of concerts at Clin’s Bar, a Paris venue. Go for it, kiddo!

Tom (Thomas Arlo) on a list of concerts at Clin’s Bar, a Paris venue. Go for it, kiddo!

Unfortunately, ScotRail did not have a sleeping compartment for him, which meant that he was obliged to travel twelve hours in a seat. Itself, that wouldn’t have been so bad, but there no through seats, and Tom had to change carriages in Edinburgh. He was not entirely happy with this turn of events. It resulted in him taking a stroll on Edinburgh Waverly station at about three in the morning, while ScotRail separated our train into its three separate destinations and hooked a seating car up to our sleeping cars destined for Fort William.

But the stroll worked out fine. I was still sufficiently jet-lagged to be wide awake at three on a crisp Scottish morning (11 am in California), and walked with him up the platform and over the pedestrian bridge to an informal “smokers corner,” where he lit up. Singing in a French jazz cabaret on weekends, his body clock was almost as out of sync as mine: he got to the cabaret around 9 or 10 pm for dinner, performed for an hour at, say, around midnight or 1 am, and then hung out at the bar until 3 or 4 am. This overnight train trip was right on his schedule!

Where I was heading for on this holiday: Glenfinnan Viaduct, with the Hogwarts Express at speed. The train is called the Jacobite in real life, after the rebellion remembered a half mile away. That's right, you can't find platform 9-1/2 at Kings Cross Station in London, but you can find this feature of the Harry Potter films with a real steam train on it! Tom and I walked the trail to get in position for this photo.

Glenfinnan Viaduct, with the Hogwarts Express at speed. The train is called the Jacobite in real life, after the rebellion. That’s right, you can’t find platform 9-1/2 at Kings Cross Station in London, but you can wonder at this scene from the Harry Potter films!

Tom has found some “very able” musicians who like what he’s doing and want to record demos with him. This encourages him, although finding the money to rent the recording studio remains a challenge. He says that he is focusing more on his lyrics these days, to complement the melodies that he now seems to find readily accessible. He’s being offered occasional paying gigs, like the cabaret, to supplement the “open mike” evenings he regularly plays in local pubs. It’s a hard life in many ways, but not all. After visiting the Scottish Highlands with me, he was flying to Crete, to visit his mom’s relatives there, and on to Romania, to visit his girlfriend and her family. Not a bad month of August for a struggling musician!

Nick came back from visiting his girlfriend Charlotte in Paris in February, and left again for Paris with her in September. The latter was supposed to be a two-month vacation, but turned into his admission into a Parisian university, the CNAM, for people like him who have already learned a trade, as well as a decently paid long-term part-time job. I was delighted for him, even though it meant that I was again living alone. Living and working with a grown-up Nick had been one of the highlights of the last year.

Nick and Charlotte visiting Las Vegas during her stay in California. This was taken by the Luxor. Needless to say, they had a great time, and spent way too much!

Nick and Charlotte visiting Las Vegas during her stay in California. This was taken by the Luxor. Needless to say, they had a great time, and spent way too much!

Finally, the hearing for the divorce took place in late October, and the judgment is expected shortly. As Jeremy asked, “who still goes to court in a divorce?” Nobody!! But Marie-Hélène refused to sell the house or buy me out, which is what has to be done to separate our community property into two, until the judge ordered it. The hearing did mark a transition of sorts. I’d been locked up inside myself somehow since moving out in April 2010, and all of a sudden wasn’t anymore. Along came Kaira! Dating is pretty intense when you haven’t done it with a new person for 20 years: also pretty fun!

With Kaira at Trader Sam's on the pool terrace of the Disneyland Hotel. Happy birthday to me!!

With Kaira at Trader Sam’s on the pool terrace of the Disneyland Hotel. Happy birthday to me!!

It’s been a fun year all around. I finally allowed the US medical establishment to have its way with me. A little.

Since turning 50, various doctors have been badgering me to have a colonoscopy. This is a test for bowel cancer which is very effective, apparently, and is the only way to identify this prevalent type of cancer. All Americans over 50 are advised to have one done on a regular basis. It is an outpatient procedure, involving the insertion where the sun don’t shine of a tube incorporating a camera. The doctor searches for cancerous growths through this lens, which is quite fascinating of you stop to think about it. Don’t!!

Father’s day, with Nick, Charlie and Alex. I was grateful to share at least a portion of the day with three out of the six.We were watching Euro 2012 together. Soccer again.

Father’s day, with Nick, Charlie and Alex. I was grateful to share at least a portion of the day with three out of the six.
We were watching Euro 2012 together. Soccer again.

A nurse specializing in the domain offered a preparatory consultation. Her name was Acelina, an unusual name which just happens to rhyme with Vaselina! I was trying not to laugh at this odd coincidence as she chatted on, explaining the procedure in a friendly and unembarrassed way. Then she announced that however tall or short you are, however big or small, your intestines are about twelve foot long. “That’s interesting,” I reflected, before asking my happy nurse how long the tube was. “Twelve feet” was her prompt reply. “That’s that then,” I thought to myself, and put the whole thing off for three or four more years.

The consultation with Acelina occurred in 2009. I finally went ahead this year, at the urging of my kind and caring doctor, and am happy to report that there was no news and will be no photo!!

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For the dear departed: Vi Warrington and Angela Hodgetts

Ron sent me this one of Uncle Alec, not long before he died on the operating table, with Aunty Vi and Lucky during their 1960 summer holiday in Cornwall.

Aunty Vi died in England in April this year, and her son Ron had arranged a memorial service for her in August. She was mum’s last surviving sibling. That was it: a generation come and gone, at least in this family. My sister and I and our cousins had abruptly and a little unwillingly become the older generation. I felt that I had to attend this memorial service, and not just because Aunty Vi and I had grown closer since mum died in 1996. It was a symbolic moment: the torch had been handed over.

The divorce made it difficult to attend: money has been tight, and my ex- did not cooperate in scheduling our respective vacations: wonder why! But I finally remembered frequent flyer miles, and at the last minute arranged for Charlie and Alex to be looked after by responsible adults for ten days and flew to Heathrow by myself. There’s a limit to how much divorce should be allowed to disrupt the important things in life. Then I brought Tom over from Paris on the Eurostar to meet me in London, and the two of us arrived at the cemetery by train about five minutes before the memorial service started, complete with a suitcase, backpacks and his guitar. Tom is my kind of travel companion!

This is the grave, the large stone in the right foreground, taken from its back  in 2010. The red brick Abbey is in the background. The railway lines are behind the photographer, and the road behind the Abbey.

The service was unusually sweet for the Catholic Church, with the priest standing with us in the graveyard of the Abbey, Erdington, by the grave where Aunty Vi’s ashes were to be interred. Mum and her parents were already in that grave, and the ashes of Margaret, their older sister, were already interred there. The priest’s words were a simple tribute, simple and moving. It was a beautiful day, and there was quiet weeping in our little group of close relatives. No pictures were taken of those intimate moments, despite all the cameras in hand: we were a family united in its sorrow.

Of course, the Church is incapable of doing everything right: that hasn’t changed! Its issues are also visible in this grave. Uncle Cyril, mum’s, Vi’s and Margaret’s only brother, died childless and a bachelor in 1996, and was cremated as he requested. The Church refused to permit the interment of his ashes in the grave, a position that has apparently evolved in the intervening 16 years. As a result, his closest friend came into the graveyard at midnight one night and quietly scattered the ashes on the grave: good for her! We count him as being there too.

Aunty Vi at a party at our house in Marlow in 1974- ish!! I don’t really remember what was happening around this photo. On this occasion her dance partner was Nigel Millington, a friend from Borlase’s. She loved to dance!

Nothing like a memorial service to lead you back. I was thinking about a soccer game near the block of flats where the Warringtons, Aunty Vi and her boys, lived when we Stocks lived on the other side of Birmingham. I was about 12. Her oldest son Dave was playing forward, and I wanted him to score so badly. Then there was the time she was right at home dancing to 1970s rock with my school friend Nigel Millington at a party in Marlow in 1975. Scared of the dance floor then, I wished that it was me dancing with her.

A widow since the early 1960s, she had supported her sons with a long career as a telephone company operator. She alone had raised two teenagers to become kind and decent men in a world of cheats and charlatans. She laughed all the time and rarely complained, even as the symptoms of aging became more prevalent. As she aged, I realized how much she was like mum, only with better health.

The four cousins present, Peter, Ron (with Louise), me and Sue (with Derek). Aunty Vi would have loved to see us all laughing together.

Four of the six cousins, the Smith sisters’ children, our generation, the generation being handed the older generation’s baton, were together at the reception held after the service, for the first time in I don’t know how long. We drank pints together or glasses of wine, caught up with each other’s news, and gossiped shamelessly. Pip’s hunting season would start the next week, but of course he would not hunt on the sabbath, and Ron is still planning to visit the US some time soon.

Aunty Vi’s grandchildren, Alec and Leon, and their wives, Sarah and Tammy, were shepherding her great-grandchildren and their little friends, all of whom frolicked and scampered around here and there in the park outside. The young mothers sipped on their wine between laughs, and the young fathers chipped in with plenty of goodwill. Tom played the guitar and sang for the family, just as he had played and sung two years before for Aunty Vi in her rest home. She felt present throughout.

Whirling around us, her assorted children, grandchildren and great-grandchildren were as meaningful a tribute to her life as you could wish for.

Aunty Vi’s direct descendants, the Warringtons, at the reception in Sutton Park after the memorial service. Dave, her older son and the Australian side of the family, had visited his mum for her 90th birthday, but couldn’t leave his store in the outback again so soon after. With Ron and Louise are Vi’s grandchildren and great grandchildren, their sons Alec (with Sarah holding Emma in her arms) and Leon (holding Luna) with  Tammy and Thalia in front of her.

Aunty Vi was one of two surrogate mothers I latched onto after mum died: Aunt Angela was the other. They were born within nine days of each other in October 1921. Aunt Angela was more of a third cousin twice removed than an aunt, but we had first met around the time mum died, introduced by her daughter Veronica, and had hit it off. Angela and Veronica almost made it to Marie-Hélène’s and my wedding: prevented by car trouble, they happily showed up a week later and instead accompanied our fast-moving family to EuroDisneyland east of Paris.

Angela during our visit to Disneyland in Marne-la-Vallée, May 1997. This was the first time that we met.

We had kept in touch since: she was a source of fascinating anecdotes about the past, and I visited her regularly at her home in Rye, East Sussex. The visits were normally pretty random, but on this occasion I had an agenda, prompted by a discovery that Aunt Angela herself had catalyzed. Years before, she had asked me to find out about her relationship to Albert Coates, an Anglo-Russian conductor in the 1920s and 30s. The results of that little piece of detective work are summarized here: https://ianstock.wordpress.com/2012/03/18/an-internet-investigation-for-aunt-angela/. Following up later on those results, I stumbled upon one Guy Penrose Gibson, who was a member of Angela’s grandmother’s sister’s family. I wanted to ask Aunt Angela if she had known him herself.

I had first read about Guy Gibson as a teenager in Marlow in 1967, in Paul Brickhill’s “The Dam Busters.” They were a squadron of Lancaster bombers who successfully breached two dams in the German Ruhr Valley in 1943 using bouncing bombs invented by Barnes Wallis. Gibson was their Wing Commander, the man in charge of the mission and at 24 one of the most experienced bomber pilots in the entire RAF. I was reading about him at an epoch when growing your hair long was considered to be brave, and when my own hero, John Lennon, expressed his own considerable courage in very different ways.

Wing Commander Guy Gibson and his Dam Busters crew, courtesy of the Imperial War Museum. “The few,” as Churchill described the RAF three years earlier.

Gibson and the rest of 617 Squadron became my heroes of their heroic era, when the Nazis of Hitler gave us evil to battle cleanly and unambiguously.

The dam busting Lancasters had lights mounted on the nose and tail of their planes. Where the beams met in a figure eight on the surface of the water was the correct height to release the bombs: altimeters didn’t work that low in valleys, and dropped from the wrong height the bomb would be smashed to pieces or, worse, explode close to the plane. In other words, these bombers lit themselves up like a Christmas tree so that the gunners defending the dams could target them! The majority of the planes did make it back to England, somehow, a tribute to the skills of those flying in them: but 53 of the 133 airmen who participated in the mission never saw their homes again. They must have all had a good idea of what their odds were when they set out to drop bombs at a speed of 220 mph over the Ruhr.

The morning after the Dam Busters had done their work. A reconnaissance photo taken by Flying Officer Jerry Fray of No. 542 Squadron from his Spitfire PR IX. Six Barrage balloons are tethered above the dam.

As the leader, Gibson was the first to drop his bouncing bomb (each plane only had one), and he then circled around overhead above the first dam while other Lancasters made their bombing runs, to draw the enemy fire away from the unexploded bombs. This video, taken from the 1955 film about the Dam Busters, will give you an idea of his courage. Even though he had no other bomb to drop, he then flew on to the next dam with the planes carrying the three remaining bouncing bombs. His King awarded him a Victoria Cross, the UK’s highest military decoration, for “valour of the highest order.” Rarely do such superlatives appear to understate.

As much as it was a military success, the dam busters mission was also a public relations coup, and the RAF sent Gibson to the US to spread the word through a tour of speaking engagements. At the time, the US Air Force was allowing its bomber pilots, gunners and airmen to return home after 25 sorties over occupied Europe. The theory was that the chances of surviving such a number of missions were so low that returning home was the only just recompense. When Gibson was asked at one of his speaking engagements how many sorties he had flown over occupied Europe, he replied “174.”

With Angela during a visit to her place in Rye, East Sussex in 2008.

Not wanting to mention him in person, I asked Aunt Angela if she remembered the Gibsons, her grandmother’s sister’s family. “Oh, Guy!” she exclaimed immediately, without the slightest hesitation. I nodded yes, feeling a flood of something, maybe pride. “Well, you remember how I met your great-grandfather and his family?” I did indeed. Her mother, “Maisie” née Munro, used to parade Angela and her brother around cousins’ houses in London on Sunday afternoons to perform for the family. Her mother wanted to, and did, develop the creative sides of her children. “Just as we performed at your great-grandfather’s home in Paddington, so we performed at the Gibsons’ home in West Kensington. And one Sunday, Guy asked me out for a walk with him.” She stressed the word “walk,” and looked at me carefully to make sure that I understood the implications. I think that I did.

The Royal Albert Hall, South Kensington, London, in 2012. Photo by DAVID ILIFF. License: CC-BY-SA 3.0.

I asked her if she had known who he was when he became a national hero. She permitted herself a tiny smile at that question, to herself, and then glared at me, as was her wont when I asked dumb questions: “well, of course, dear!”

She was particularly partial to memories like this – they were at the core of our relationship – and chatted on in a very lively manner for over an hour, flitting backwards and forwards, all over the place. Pulling out a notebook, she showed me a list of famous people whom she had known: it included the Princess Elizabeth, the young woman who has now served as Queen for sixty years. She bubbled about how much easier it was to perform at the Royal Albert Hall than in the homes of relatives: I took a mental note to ask her what she had been doing at the Royal Albert Hall.

Then I remembered escorting her to a Sunday service at her parish church in Rye a few years previously. During a hymn, an angelic disembodied voice floated over my head, somewhere over the pew in front of us. It was an extraordinary voice, clear and beautiful, and I finally figured out that it was Aunt Angela’s. She had not occurred to me as its origin at first, because she was already so frail in appearance and that voice so full and resonant. I complimented her on her beautiful voice in the churchyard, as she greeted the vicar and her other friends. She paused and glared at me: “well of course, dear, I was trained!” She was indeed, at the Royal Academy of Dramatic Art.

Angela with her two daughters, Veronica on her right and Colleen on her left. Veronica and her family lived much of the time in Aberdeen, and Colleen and her family in Italy. This was taken in the garden of her home in Rye, with the English Channel (I think) in the background.

Her mood changed in the room at the rest home, and she started worrying about her estate. She hadn’t been able to look after herself for about a year, and her home sat vacant. She hated no longer living in her own home, and not being able to remain independent. She was lonely. Also, the emptiness of the house worried her. Were her prized possessions all safe? How could she ensure that both sides of her family shared equally in her estate? I tried to talk her through her options, but unwittingly found myself looking rather indiscreetly at her foot, which was all red and swollen with puss, to the point of being disfigured. She couldn’t really stand on it. It reminded me of mum’s feet upon occasion during her last year, which had swelled up in the same way, a gross reminder of her body’s mortality.

Out of nowhere, Angela announced that she married at the age of 18, already pregnant and with no idea how the baby had arrived there. Of course, I was shocked: that was her intention. She wanted to point out something of the downside of her upbringing as a girl at a time of widespread ignorance of intimate matters and its accompanying sexism. It was an anger that had underpinned, almost silently I think, her whole adult life. She had been the first in her family to attend RADA, but had been obliged to abandon her schooling because of her youthful marriage. Her little brother had followed her to RADA, and had made for himself a long and distinguished career as an actor.

Alex and Charlie flank Angela in the Playden Oasts, her local pub, during our summer 2007 visit.

Our conversation had bounced and jumped around, covering a whole lot of ground. It was strikingly energetic and well-rounded, even as Aunt Angela could barely search without help through the stacks of papers and odds and ends that surrounded her. That was just like mum too.

As I got up to leave, I told her that I would probably be visiting the UK next summer, and would come and visit her again then. She just looked at me without saying a word, but the message on her actor’s face was very clear: “don’t be ridiculous, dear.” She always added a “dear” when she remonstrated with me. 90 years old, she apparently knew that she was on her way out. She had been cramming so much into our time together during this visit because she knew that it was to be our last time together. I was very grateful.

Early in 2008, we took a walk around Rye Harbor.

A keen and piercing sadness accompanied me down the stairs in her rest home. It was about a hundred yards along the street to the sea front, and the sadness followed me there. I probably wouldn’t see her again. Good-byes are not great at the best of times: goodbyes for good are awful. I thought back on my faux pas during this visit, during all the visits, wishing I could go back in time and fix them.

Along the sea front was a Victorian promenade, wide and open and light. The South Coast of England was at its summertime best, with wispy white clouds scudding across the afternoon sky, and their shadows flying across the surface of the English channel. I watched the little wavelets lap onto the gravel beach in front of the very English beach huts, and all of a sudden smiled.

It was all okay, and not just because it was a beautiful late afternoon at the English seaside. It was okay because Angela had met the Princess Elizabeth, and because she had performed at the Royal Albert Hall. It was okay because she had been the songbird in the forest who had sung the best. And it was okay because as a young woman in full bloom, during her 17th or 18th year, on a sunny Sunday afternoon in West Kensington, she had taken a walk alone with Guy Gibson, a young man who was still to become a full-fledged and richly deserving national hero.

* * *
Violet Rose Eliza Warrington (née Smith): October 21, 1921 – April 4, 2012

Angela Margaret Hodgetts (née Stock): October 12, 1921 – November 5, 2012

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Two reunions – Cambridge NY and Yale

October 2012: stumbling off the red-eye at JFK, I took the New York State Thruway, Interstate 87, north to Saratoga Springs, spent a few hours on client matters in a Starbucks there, and then drove the still familiar roads east to Cambridge, New York. I had a reservation at the Peace Be Still Motor Inn, on New York State Route 22, and dinner plans at Momma’s just up the road.

The two families spent a lot of time together at first. Here is my sister Sue with Jean in Ottawa the following summer. The guy with them was named John, but I don't remember much about him. We also visited Niagara Falls together that summer.

The two families spent a lot of time together at first. Here is my sister Sue with Jean in Ottawa the following summer. The guy with them was named John, but I don’t remember much about him. We also visited Niagara Falls together that summer.

More years ago than I like to count, a busload of English schoolchildren were unloaded in a parking lot on a cold April evening in Saratoga Springs. It had been one of the snowiest winters on record, and the parking lot, like the roads we had driven from Niagara Falls, were covered with snow and slush. We were there to be dispersed among our US exchange families in the area.

My host family were the Roys of Cambridge, on the east side of the State, maybe 20 miles above the Vermont – Massachusetts State line. They were six: Paul, who managed the local A&P, and Marie, a nurse and his GI bride from Leeds in Yorkshire; and their four children, Pat (whom I rarely saw because she was married and lived near Boston), John Paul (who was older and cool and occasionally visited home from SUNY Plattsburgh), Jean (a junior at Cambridge Central School, and the sweetheart of a person I exchanged with), and Will (her adorable kid brother who would later announce his first intimate act at a young age to practically the entire family!) They were the perfect hosts, and it was the perfect exchange.

My future as a US immigrant was sealed during those first three weeks on American shores.

Bernie, Kathleen and Lance posed this themselves, and somehow gave me a little reprint. It's grainy and unclear, but I just love the way that they looked.

Bernie, Kathleen and Lance posed this themselves, and somehow gave me a little reprint. It’s grainy and unclear, but I just love the way that they looked.

Sealed by the Roys, by Cambridge Central School (the first coed school that I had attended since age 11), by Johnny’s in Hoosick Falls (the local dive bar that served those under age) and by McDonalds in North Adams (who can forget his or her first Big Mac, especially after eating “beefburgers” in Wimpy Bars in England!) By Jean, by Kathleen, by Bernie, by Lori, by Doug, by Lance, by people whose names I forgot long ago but whose warmth and friendliness have stayed with me. It all felt so much more human, so much less intellectual and defensive than the England of my youth.

I would return to Cambridge to visit the Roys again and again over the years: it always felt like coming home. Jean stayed near her parents even when she got married and settled down and raised her own family, as did Will.

The ladies during our dinner at Momma's. It's hard to believe that each is close to my age! It wasn't a big one, as reunions go, but the energy was there.

The ladies during our dinner at Momma’s. It’s hard to believe that each is close to my age! It wasn’t a big one, as reunions go, but the energy was there.

But somehow I only ever visited the Roys themselves. Jean’s friends from Cambridge Central School didn’t hang around the house any more, of course, not like during their last years of High School when I visited all the time. I rarely saw any of them after the first couple of years, even though I came back to Cambridge occasionally through 2004 to see Marie and Paul, my adopted US parents, while they were both still alive.

At my request, Jean had scheduled a dinner that night, the two of us with a few of her friends. Kathleen was already at Momma’s when we walked in, and Geri and Diane were not long in arriving. Lance didn’t show.

For obvious reasons, I'm very fond of this photo, and have posted it on line before. Lance is showing me how to smoke in the boys room at Cambridge Central School: the key was to encourage the smoke to leave by the vent. Now tell me that the Administration had never noticed this!

For obvious reasons, I’m very fond of this photo, and have posted it on line before. Lance is showing me how to smoke in the boys room at Cambridge Central School: the key was to encourage the smoke to leave by the vent. Now tell me that the Administration had never noticed this!

What is it about reunions that works so well, even tiny ones like this? Five people had dinner together, with glasses of wine and a beer, nothing more. Jean and I had kept in touch, big gaps here and there, but I had not seen the other three women for forty years. It was as if those forty years hadn’t happened: I was with those same high school girls: no change. How much can I say without offending anyone? Not a lot! The smiling vamp was still smiling, still a vamp, the reflective artist was still reflecting, still an artist, the friendly socialite was still friendly, still a socialite, and Jean, as ever, was still the kindest person in any room.

Everything that you need to know about life can be found in a small town. Why wasn’t Lance at the dinner? The woman who was going to invite him said that his number wasn’t listed. When I asked the owner of Momma’s if anyone at her bar knew Lance’s number, her husband came to the table with the local phone book, and there was Lance! It turned out that the first and former husband of the woman who was supposed to invite him was and is good friends with Lance. She is perhaps not the best of friends with her ex: don’t you love this kind of dynamic!

Lance and his daughter, grandson, son-in-law and son in the seed company offices. Only his grandson had never worked for the company. It was the same old Lance, in spades!

Lance and his daughter, grandson, son-in-law and son in the seed company offices. Only his grandson had never worked for the company. It was the same old Lance, in spades!

I called him from Momma’s, and finally met him the next morning, ensconced in the seed company he owns and runs, surrounded by his children, grandchild and friends. The latter were his employees, but it was hard to tell. The guy who showed me how to smoke in the boys room at Cambridge Central School had not lost his ability to endear himself to others. He had weathered a fire that destroyed almost the whole business in the middle of the night, and the business he had started looked nothing like the one he now had, an oasis of prosperity in a town whose economy is a bit of a desert. He was justifiably proud of what he had achieved.

One more of the dinner at Momma's, Route 22, Cambridge New York

One more of the dinner at Momma’s, Route 22, Cambridge New York

Time to move on: the 30th reunion of the Class of 1982 of the Yale Law School (motto: don’t forget the “the!”) started that same afternoon in New Haven. Hanging out with Lance and his family at the seed company was such a pleasure that I ended up leaving Cambridge later than planned, and completely missed US Supreme Court Justice Ruth Bader Ginsburg’s eagerly anticipated talk. Oh well.

David Boies addressing the throng, I think on the Saturday. Harold Shapiro

David Boies, a guest of honor at the reunion where he received an award, addressing the throng, I think on the Saturday. © Harold Shapiro. Yale posted this one on its alumni reunion website.

I did make it in time for the alumni dinner at 6.30 pm. The dinner was held at University Commons, just a block down Wall Street from the law school (yes, it actually is located on New Haven’s own Wall Street!) This was an event with all the reunion classes mingling, held in a wood-paneled hall of imposing dimensions, and it was fun for all.

We chatted and mingled, imbibing a little here and there before sitting down at our appointed table. We imbibed more as the chatting continued waiting for our carefully orchestrated turn in line for the food: it was a long wait! Finally it was our turn, and in the buffet line, I bumped into a member of the class of 1967 who had been Attorney General of the United States under President George the younger. That wasn’t why his name jumped out at me, though. For me, Michael Mukasey had been a respected litigation partner at the Manhattan law firm where I had chosen to spend my second summer of law school. Summers at law firms were a great way to defer the considerable costs of the school itself.

Yale took this one at the Alumni dinner and put it online. To use a little London slang, with a couple of Charlies!

Yale took this one, this time at the 2012 Alumni dinner. Here I am, to use a little London slang, with a right couple of Charlies! ©  Harold Shapiro.

One look at Judge Mukasey’s nametag, and I floated off into space, back to that summer. Patterson Belknap Webb and Tyler had looked like a good pick, but a silly little thing went wrong my first week there. An ERISA partner named Arthur Kroll wanted me to work on a difficult assignment all my first weekend, and I had promised to move Meri Ann from New Haven to Manhattan that weekend. We were moving in together for the summer, into a fabulous little apartment on Waverly Place in Greenwich Village. So I put that move first, and turned the assignment down. No big deal, I figured, carefully explaining the reason for my refusal to anyone who would listen: it seemed eminently reasonable to me! 

With Meri outside our Village apartment that summer of 1981. On the back of the photo, she wrote that we were "off to conquer the world of law from the iron-gated entry of their Village apartment building."

With Meri outside our Village apartment that summer of 1981. On the back of the photo, she wrote that we were “off to conquer the world of law from the iron-gated entry of our Village apartment building.”  Each of us was “summering” at a New York law firm.

Maybe not to the firm!

My last assignment there was distinctly odd. They had me write a brief, without setting out the facts: someone else was doing that. Which made for a crazy brief! Briefs are legal arguments applied to a given set of facts. Here, the facts were given me, which is how I was ale to craft legal arguments based on them. But no-one reading the brief could make sense of it without those facts.

I was a little worried writing it, but had figured out that my initial refusal to work a weekend had not been greatly appreciated. So I was not going to turn anything else down, however silly. I figured that for some reason they had someone else, maybe another summer associate, prepare the statement of facts. Made no sense to me, but hey, the firm must have known what it was doing!

Apparently they did, but not exactly in the way that I thought. In my exit interview a few days later, they then told me that I couldn’t write, citing this last assignment as proof, and that as a result they would not make me an offer to return. Oops: this was not a good thing! My law school summer dance had ended with me the wallflower on the side of the dance floor.

A pic in that apartment, with Madison, a friend of Meri's from her Marin County High School, fooling around.

A pic in that apartment, with Madison, a friend of Meri’s from her Marin County High School, fooling around.

And the wallflower had been seriously panned! I wasn’t just unattractive to them personally: they said that I couldn’t dance! If the firm had wanted not to make me an offer because I made a mistake that first weekend, they could have easily done so. Perhaps they did not want to publicly chastise a summer associate for putting his personal life first. Law firms need a great deal of work out of their associates, but because law students focus on quality of life issues when picking a firm, no firm likes to admit that its need for hard work may interfere with an associate’s personal life.

The law school became the hero of this little incident, and Professor Burke Marshall the knight in shining armor. I showed him this last Patterson Belknap brief, and he was kind enough to hold onto it for a week and read it. My heart was in my mouth as he gave me his verdict sitting in his office: “they told you not to include the facts, didn’t they?” I had not told him that basic premise, because it had seemed an obvious ploy, and he had seen through it himself. “I think that you can write.”

Yale put this one up also on the 2012 law school reunion web page.  University Commons on Friday night during the reunion dinner. Quite an atmosphere, wasn’t it? © Harold Shapiro.

Yale put this one up also on the 2012 law school reunion web page. University Commons on Friday night during the reunion dinner. Quite an atmosphere, wasn’t it? © Harold Shapiro.

He agreed to work with me on a supervised analytic paper, the silver lining of that summer’s cloud, just to confirm his opinion, as well as give me the indisputable benefit of working with him. That “analytic” was the hardest academic work that I ever did, anywhere: month after month of spending every waking moment obsessing about the human rights of business corporations, turning the questions over incessantly in my mind, questions that can still fascinate thirty years on. But it was worth the entire cost of the JD to have Burke Marshall review the first draft, tear it apart, and help me put it back together. His comment when he reviewed the revised version didn’t do any harm either: “brilliant.”

The hero of this little story, complete with his astonishing resume, as reproduced in the law school's facebook that year. It's worth a click, just to see what can be done.

Burke Marshall, the hero of this little story, complete with his astonishing resume, as reproduced in the law school’s facebook that year. It’s worth a click, just to see what can be done.

It was all okay. I could write: Burke Marshall said so! A hiring committee had contrived to say the contrary,  but he had even seen through how they did so.

Life continued on, and I rarely thought of Arthur Kroll, or Patterson Belknap for that matter. Even at the time, I almost never talked about what had happened at the end of the summer, not with friends, not with anyone. I had known enough to simply fix the problem, with Burke Marshall’s help, and plough onward without dwelling on it.

Judge Mukasey during his time as Attorney General of the United States. After returning from the reunion, I looked him up and found out that he had also served as Chief Judge of the US District Court for the Southern District of New York. Another amazing resume.

Judge Mukasey during his time as Attorney General of the United States. After returning from the reunion, I looked him up and found out that he had also served as Chief Judge of the US District Court for the Southern District of New York. Another amazing resume.

In line at the reunion buffet across from Judge Mukasey, all this had come back to me in a split second. I told him that I had summered at this firm. He gave me a very personable smile in response. I blurted out: “that firm treated me very badly. Your ERISA partner, what was his name? Kroll! That’s right.” I couldn’t believe myself: what was I doing! Here I was, accosting a former Attorney General of the United States over the pasta and the grilled fish at a reunion dinner! That summer, so long forgotten, had welled up again, triggered by a simple name card. I will never drink again!

I couldn’t seem to stop until the punch line. “I can’t tell you how vindicated I felt when I found out that Kroll had been disbarred!” That discovery had been made many years after the event, when quite by chance I found the story online. Fortunately, my little monologue was done, and I turned quietly back to the task in hand at the buffet.

Arthur Kroll was disbarred by the New York State bar for falsifying expense reports to his firm.  Neither his firm nor the State Bar had believed his assertions on that occasion. What had he said about me to induce his firm to act the way that they did? They wouldn’t have gone out of their way to diminish my professional capacity for nothing. Somehow, this later disbarment confirmed the earlier lie.

Sunday's reunion brunch for the class of 1982 was hosted by George Priest and his better half. Here are a selection of us.

Sunday’s reunion brunch for the class of 1982 was hosted by Professor George Priest and his better half. Here are a selection of us feeling well fed in their back garden.

Judge Mukasey wandered off back to his class’s table, perhaps reflecting on the strange encounters which life can offer! My apologies, Judge. We in the class of 1982 ate our dinner and then left early, as is our wont, ambling away to a bar to catch up and listen to each other’s stories.

I had been very grateful to Burke Marshall and the law school back in 1981, for helping me fix the problem, and I felt oddly grateful again after the incident in the reunion buffet line. Something had been lurking quietly under the surface, and here it was, released, out in the open, purged for good. Maybe I will have another drink!

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Adventures (mini) in the Sierra Nevada.

With Ron and Dennis, aging hippies and bikers, in front of the mural in the mountain bar and restaurant where we ate a great dinner.

A short weekend road trip into the mountains, just one night away, became two satisfying if modest tales.

The first was planned. Sort of. I’d been itching to see Ron and Dennis for a while. They both live out near Nevada City in the foothills of the Sierra Nevada, and are old friends from Edmonton, Alberta. That’s where I met them, 40 years ago. I was visiting Edmonton in the middle of winter, not the most rational place to visit in December, and they put me up and put me to work. That’s not all, but this is not about those amazing days.

They both moved to the Gold Country about 35 years ago, and have been based there ever since, each in his own independent orb. Dennis has been married to Sandy for 30 years, and the two of them live close to town in the house that he built for them and her children. Ron is still a bachelor, and lives on his acreage in the woods in a van or an Airstream trailer: “the bears can’t get in that trailer,” he explains.

Ron in his cabin around Christmas 1980. He eventually gave up the cabin, although he still lives on the same acreage, because he couldn’t keep the bears out of it and didn’t want to shoot them,

Every so often, I pay them a visit: as you can tell, there’s always something going on with each of them. Dennis was a psychology doctoral candidate at the University of Alberta when I first met him, and had roadied for the Doors on their last US tour. Ron was a serious hippy already in Edmonton, and had spent time traveling on their school bus with Ken Kesey and the Merry Pranksters.  It had been three years since I’d seen either of them.

I’m always a little careful when I go visit, because having been friends for so long and having gone through so much together (I’m more an occasional appendage than a part of this friendship), there can be an edge to things. Paul Simon’s “old friends sat on their park bench like bookends” is a lovely image, but as men age the personality traits that age with them make their friendships less sure. Frequently increasing rigidity and intolerance do not bode well, and bookends on park benches are the exception and not the rule.

Dennis in Ron’s cabin during the same Christmas 1980 visit.

This time, I showed up unannounced, first calling Dennis maybe 30 miles from his home. If he was there and available on short notice, I would invite him to accompany me to visit Ron on the other side of town. If not, I would continue on to see Ron alone. Spontaneity has the advantage of not allowing old memories or resentments to resurface in the time spent preparing for a planned meeting.

Dennis was there, and available, and off we went to visit Ron. I had heard that they did not see each other much any more, but if the stars were aligned it would be nice if we all could hang out together again. Ron was not on his property when Dennis and I arrived, and we drove around looking for him for maybe 20 minutes. We found him driving out of the local store’s parking lot as we turned into it to ask the people there if they had seen him.  He lives way out in the country, and that’s how you find him when he’s not home. Dinner ensued in North San Juan.

It was a good thing that these guys had not had time to reflect before meeting up. As it was, the two-hour conversation included a couple of catch-your-breath-and-count-to-ten moments. During the drive up to Ron’s, Dennis had told me about the adversity he had suffered as the housing bubble burst. He had tried to catch the tail end of the bubble and, inevitably, was seriously splashed as it burst, much more seriously than any of those who had created it and made a fortune from it.

“Me and the Boys.” Meri Ann took this one, again around Christmas 1980, of the three of us on Ron’s land. He’s behind me: I’m in a grey sweater. The 1966 Dodge Dart wagon was mine, and in 1976 had made it up the Alaska Highway, and back.

It turned out that Ron already knew about Dennis’s attempt to make money a bit late in the game in the housing market. Ron could have predicted, and in fact did predict, that his money had been lost. A tactful approach would have been to avoid mentioning the subject with Dennis. If Ron had wanted confirmation of his perceptions, a quick aside with me would have worked.

Instead, he asked Dennis, pretty much word for word, “didn’t all that money you invested get lost?” It could be said that guys do not start life off with an excess of sensitivity: things don’t improve with age! Dennis just looked at him, before nodding agreement. “Sorry to hear that, man,” continued Ron, barreling forward, “guess everyone got burned, huh?” Dennis again nodded agreement. It occurred to me that he had been prepared for that sort of approach from his friend.

Not much later in the discussion, Ron reminded Dennis that the latter had briefly dated Carol, Ron’s girlfriend in Edmonton. Dennis again deflected the direction that things were taking: “that’s the way things were back then.” True enough. “Yep,” continued Ron, “I dated Kathy too!” Kathy was Dennis’s wife in Edmonton. They lived with their baby daughter. That’s the way things were back then! “Free love and all that,” said Ron, wistfully.

The west-bound California Zephyr arrives in Colfax on time. His mom is taking a picture of the little chap, who was waving and clapping on his father’s shoulders, really thrilled to see this train coming. That’s a feeling I know!

A two-hour conversation here was just about enough! The touching moment was when Ron told Dennis, almost apologetically, that he was always afraid to see his name in the obituaries in the local paper: that’s what happens to friendship as you approach 70.

We talked about doing a road trip together back to Canada. They could ride their Harleys, and I could drive my RV. First, we each need to buy that ride! I’m working on the RV.

I spent the night in the National Hotel in Nevada City, which bills itself as the oldest continuously operating hotel this side of the Rocky Mountains. Based on a walk along its corridors, I believe it. “When you arrive, you’ll step back into the Victorian era,” says its web site. That is true indeed! I particularly enjoyed the group which was drinking itself silly on the balcony above my window at 2 in the morning. At about double the length of the original, their wailing rendition of “Hey Jude” was to die for!

The next morning, Sunday, I decided to look for trains, one of the things I do when left to my own devices. Colfax was nearby, on the Union Pacific main line across the Sierra Nevada mountains, and there I drove. A family was waiting on the platform, the dad carrying his toddler son on his shoulders, and I asked him if any trains were expected. There were two! The west-bound California Zephyr was due in 20 minutes, and the east-bound in another 30.

Who would’ve thunk it? Discretely nestled behind a road bridge over the (no longer there) track is the west end of the disused Donner tunnel.

I expressed a little surprise at the extent of his knowledge, because Amtrak trains are not known for running on time, to which he responded that he had an iPhone app. for Amtrak. Isn’t that a useful toy! The app. was confirming timely arrival of both trains. I dutifully wandered around the station and waited.

As this dad was clearly a man of sound judgment, a train buff, I hazarded asking him for another train activity in the area for the afternoon. He thought for a minute: “you could always hike the tunnel.” he asked. “What tunnel?” I asked. “The abandoned rail tunnel at Donner Pass.”

I just looked at him. That sounded too good to be true. An abandoned railroad tunnel at Donner Pass: how could that be? He saw my doubts. “Yeah, the Southern Pacific closed it about 20 years ago. There are great views if you hike it.” Persuasion was seriously unnecessary. Off I drove, trying to fathom how I’d never heard of such an amazing thing.

I was there within the hour. The tunnel entrance was where he said it would be, and I parked outside and walked right in. I’d driven past the opening several times over the years, and never noticed it.

A snow drift in one of the avalanche sheds.

Inside it was very wet. That became apparent immediately.  The snow was melting outside, and almost gone everywhere except north-facing hillsides. It was still very present inside the tunnel.

As it melted, dripping down the walls or from the roof itself, it had only one way to flow, along the tunnel bed. For some reason, Southern Pacific had removed the sleepers and rails, which would have given me something elevated to walk on. I ended up spending a significant amount of time searching for dry ground, and there was very little.

There was also very little light. Of course: this was a tunnel! The light at the end of the tunnel was in this case the tunnel’s exit. It was small at first and very bright. I had to squint so that it didn’t blind me, avoiding looking directly at either end. A flashlight would have come in handy, but I had not figured that out during the drive up to Donner. Planning ahead can have its advantages.

The fantastic stream of solid ice at the east end of the first tunnel. The Nikon couldn’t quite master this panorama, with the light in the middle so bright, the ice slightly reflecting, and the granite walls absorbing.

Making my way gingerly forward, trying to keep both feet dry (and failing: I walked through a pool before realizing that the streams of water pooled in places), I was astonished to find myself at times walking on solid ice. It was 65°F outside, and there was ice inside! It was less than fully frozen, and periodically creaked with my weight on it.

In roughly the middle of the first tunnel, I hit the most significant obstacle, a combination of snow drift and ice formation three or four feet high and twenty or thirty yards long, as wide as the tunnel. Where had it come from? I could see no light above, but there must have been some sort of vent somewhere that had allowed in the snow drifting outside. 

A view of Donner Lake I’d never seen before, from the abandoned railroad track. The track continues to the right of the photo, under more avalanche sheds. I’m going to return there soon to check how far in that direction the track is disused. There is still a Union Pacific track in considerable use (to the point where the company is considering reopening this disused track) down into Truckee, just beyond the other end of the lake.

More importantly, how was I going to get past it? The question sounds silly here in the light of day, but discovering this mass of snow and ice in the middle of a dark and cold tunnel made me think twice. I could barely see what it was, and where to step and stand was very hard to discern. I didn’t want to fall through the melting ice and get stuck in it: yep, that was a real thought at the time! I seriously considered reversing course, but realized that doing so would be silly.

The end of that first tunnel was an amazing stream of solid ice, maybe 100 yards long. I padded my way along its edge, playing with the creaking ice underfoot, and burst out into the sunshine, into a glorious land of rock and trees. Hey, this is a fun game!

Another never before seen view, this one of Donner Pass Road, almost at the summit. Note the viaduct center right.

I was now on the Donner Lake side of the mountain, and began to get a sense of the continuation of these “tunnels.” I’d seen this railroad line every time I drove along Donner Pass Road, one of the most beautiful roads in the Sierra Nevada, and had never realized that it was disused.

The remainder of the tunnels were avalanche sheds, as far ahead as I could see. These sheds were built by the Central Pacific early in the life of the iron roads, to try to protect them from the snow, not forgetting avalanches, as they crossed the mountain ranges between east and west.

The view along one of the avalanche sheds. Still plenty of snow here, in May.

I walked on through the first couple before turning back. I’ll explore the rest of the sheds another day. There was a snowdrift, this time still about eight feet high, at the entrance to the first, and another, this one still six foot deep at its edge, in the middle of the second shed. Between the sheds were incredible views of Donner Pass and Donner Lake.

There you have it: my story of intrepid valor confronting a hard and unforgiving nature on the Donner Pass. Well, not exactly! The valor went into building the tunnel, which it turns out is not just any tunnel.

To avoid navigating the tunnel’s obstacle course a second time without a flashlight, I found a trail back over the summit. Here it is, viewed from the track.

There’s a plaque on the side of the road above it announcing that it is the “Great Summit Tunnel” of the Sierra Nevada, which took “15 months of Chinese muscle and sweat to build.”  This was the tunnel that carried the first transcontinental railroad in the US. It opened to passenger trains in 1868, the year that the University of California was founded in Berkeley. The next year, the line was extended to Oakland (right next to Berkeley) in one direction, and to Promontory, Utah (where the golden spike was driven linking East and West) in the other.

For a Sunday afternoon stroll, I had been hiking along a little piece of history.

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Living with Nick, again!

Charlotte and Nick at Disneyland in July 2011 during her summer vacation in California. This was about a week before she returned to Paris and he was laid off. Not a good follow-on!

When I told Alex that I was going to post about what it’s like living with Nick now, he replied instantaneously, “there’s a Kern’s can in the shower!”

That’s what it’s always been like living with Nick. The can was half full, and I couldn’t figure out if the liquid was a soft drink or shower water. So I threw it out.

There were two bathrobes in his car last week, one in the front seat and one in the rear.  It was not clear to my limited world view why he needed even one in the car!

Nick moved back in with me when he was laid off with no last month’s pay or notice at the end of July 2011. Then, not a week after being laid off, Gary Britton, his maternal grandfather, died unexpectedly. With one thing and another, he was having a tough time and hardly earning anything. Time to seek shelter with dad!

Found this one on Nick's FaceBook page: one of the tools of his trade, a whiteboard.

Found this one on Nick’s FaceBook page: one of the tools of his trade, a whiteboard.

A few years back, I had wanted to discourage this sort of move, because he had needed a bit of a push to start earning a consistent living. But he is way over that now, and these setbacks weren’t even his fault. I mean, I suppose that he could have put money aside while he was working, because he works hard in a field in which his services are in demand (he’s a software coder) and thus earns a good living. But what twenty-something ever saved anything (with the possible exception of John Fore!)

In short, I welcomed Nick back. Charlie and Alex share one bedroom when they are here (in fact the former currently prefers the couch, perhaps because it faces the X-box), which left one for him. It all fit together. Plus he made a valiant effort to keep the condo tidy, at least outside his room, and living with him again was all rather pleasant. He looked dutifully but with mixed results for software coding assignments, and spent hour after hour talking with his girlfriend Charlotte in Paris, using Skype and mutual built-in cameras and giving a whole new meaning to long-distance relationships.

He had lost his passport, and so needed a new one before leaving to visit Charlotte for Christmas. Here’s the photo in it.

*       *       *       *       *

It was when he left for Paris to visit Charlotte in December that things first got interesting. Some mail for him arrived at the family home, where Marie-Hélène still lives. In his absence, I picked it up, and the letter started a classic twenty-something saga.

Nick gives me a window on the underside of life, a side of life that does not disturb the tranquility of a mature professional, but probably should.

The letter was from Santa Cruz Superior Court, and related that an old traffic ticket had been turned over to a collections agency. In his absence, I decided to follow up. It turned out that the ticket dated from 2003. How did he do that?! I was in awe. I can’t avoid paying a ticket for a few months, let alone for eight years! But this one had finally come home to roost.

To the tune of $531!!

They gave me the complete runaround at the Courthouse, which riled me. Principally because Nick had not lived in the family home since 2005, and had moved several times in the interim, the Court had not had contact with him since early 2008.  Yet when the State enacted an amnesty in 2011, which should have reduced the outstanding amount of his ticket from $221 to $110.50, the County unilaterally added a civil assessment of $300 and turned the total over to Alliant Receivables, a collections agency. Unilaterally means here without any real notice to Nick or an opportunity to be heard to contest the $300 that the County added.

The collections agency gives us its terms: if we want to contest any part of the $530 in court, we have to complete its form and send it back to them. Not to the Court. They will forward the completed form to the Court.

I don’t want to bore you, but creepy behavior on the part of the County Court and Alliant Receivables, working together, was really annoying. The Court clerks and the collections agency employee in the courthouse all lied, insisting that Nick had no possible recourse and that only full payment would pay his newly expanded fine. (“Isn’t this a courthouse?” I thought to myself). When I asked one polite Court clerk later why she had lied when she clearly knew that she was lying, she replied, “I say what they tell me to say.”

Alliant Receivables wrote that they would only forward his case back to the Court for review if I told them all the private information about Nick that any collection agency could want to know. The same letter included a warning that any information I supplied would be used to further Alliant’s collections activity!

And here’s the form that they wanted us to complete in order to allow us the right to petition the Court. Check out all the information requested! Rather than complete it, I sent a letter to Alliance, copy to the Court. The Court responded on the merits. Alliance did not, but sent me another form to be completed!!

As a lawyer, I was horrified by this cynical display. Getting people like Nick, young or rootless, to pay a ticket must be difficult, granted, and cuts in tax revenues obviously increase government needs for funds. But should those twin pincers allow the institutions which are supposed to demonstrate a higher morality to sink so low? No way. The Court and Alliant Receivables deliberately undercut State law, taking unilateral action to stop the State amnesty applying to a ticket which it did apply to. I still think that their doing so violated State law. Why? In order to increase what was paid to them. Are there small-time crooks here? Certainly not Nick.

I was tempted to put real effort into pursuing this institutional wrongdoing, but checked in first with a law school friend, Rory Little. He teaches criminal procedure at UC Hastings College of the Law, and warned me off diplomatically by recounting the story of the son of a Federal Judge in San Francisco who had his own run in (the son) with a local traffic court some years ago. There too, the traffic court looked pretty sleazy, opined Rory, but the Judge ended up going all the way to the US Supreme Court trying to fix his son’s problem, and all for nothing. Cooler heads prevailed here, and I settled for reducing the increased fine by half before moving on.

*       *       *       *       *

Things started looking up again for Nick when he came back after his protracted stay with Charlotte in Paris. That had invigorated him, and his new college courses interested him (he started back at school a couple of days after returning home) and his looking for consulting assignments as a coder became more fruitful.

Brothers. Tom (during his visit in September 2011), Nick and Alban at Chili’s.

On top of his school and his consulting, he came back home with a plan: to build a company to develop and market a kind of software code that he’d already had experience in. Nick is convinced that he can do it himself, as in set up a company and run it himself.  My ears began to perk up.

I advise start-ups, and have been doing so since 1988, when Antoine Béret and Michel Delaage brought Immunotech, a biotech start-up from Marseille, into the law firm where I worked in Paris. Immunotech went through diverse fund-raising rounds, interesting strategic deals across Europe, and finally a successful M&A exit. I followed them and helped them all the way.

Santa Cruz has more than its fair share of techie events. Here is Nick participating in Tech Raising this spring (2012). People with ideas for applications or other software that others may need meet up with people who can code them, others who can design them and still others who can market them. The teams then spend a frantic weekend trying to put something coherent together. He had a great time at this one!

As Nick began turning being laid off into an opportunity of his own, he began asking more and more for advice. Not only is he right in one of my legal sweet spots, start-ups, but also from a business perspective he’s dealing with the vagaries of life as the owner of a small business. That’s a life I’ve lived twice, once in Paris and again here. He’s offering software coding services, and I offer legal services, and the challenges are often the same. Getting paid for what you do is its own skill, one which I hope I’m helping to impart to him!

I started writing this blog post soon after figuring out that he was actually listening to me again, without that pained expression that became evident almost automatically beginning when he was a teenager. Our conversations about his idea for a start-up and his various challenges as a consultant are like a breath of fresh air in the relationship. One day he blurted out in the middle of a call, “dad, do you know how good your advice is?”

I thought about it, but not for very long: “yep!”

Domestic tranquility on a Saturday morning in the condo! Alex, hiding under a towel so that his likeness will not be spread around, was playing a computer game. Charlie was playing X-box live, and Nick was coding sprawled out on the floor.

I’m working with one of my sons. Fathers across the generations have wanted their sons to work in their businesses. That never occurred to me. Prior generations of Stocks did work together for the Great Western Railway in England and Wales. My great grandfather was a goods agent for the railway (as was one of his brothers), and both his sons, my grandfather Charlie and great-uncle Bert, worked for the same railway.

Nick and I aren’t quite there, but we are working together for the first time, and that you just can’t buy. Now I’m trying to figure out how to do the same thing with my other children. Tom’s getting to the point where he’ll be ready to market his songs soon . . .

Nick and I still argue about the dirty dishes at home, of course, or the disappearing ice cream and cookies (please note: all ice cream and cookies in the condo are mine!), but then he’ll call about this or that issue, or how to handle this person or that offer, and we’ll talk. In short, living with Nick this time is a pleasure. Who cares if Kern’s cans continue to appear in unlikely places!

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