Rejection of Ted Haber's $48,000 per share offer;
counter-offer of $68,151.50
May 23, 2001
this page is at http://site.www.umb.edu/faculty/salzman_g/Grass/Trust/2001-05-23Berman.htm
Berman & Shapiro
Attorney Neil J Berman
Attorney Peter J Shapiro
109 College Avenue
Somerville, MA 02144
(617) 628-1563 phone
(617) 776-0074 fax
e-mail: njberman@juno.com
pjs@shore.net
May 23, 2001
David J. Singer, Esq.
Attorney & Mediator
55 Federal Street Suite 300
Greenfield MA 01301
Re: Unadilla Farm, Gill MA
Dear Attorney Singer:
I am writing on behalf of Eric Entemann and George Salzman in response to your May 14, 2001 letter concerning the sale of my clients' interests in Unadilla Farm in Gill to your client, Theodore Haber.
It is my clients' position that the original understanding of the withdrawal clauses in the Agreement, sections 3 and 4, no matter how inartfully drafted, were meant to have the value of each party's share of the farm increase as the overall value of the farm increased. The sentence “the parties shall strive to agree to an updated value at least once a year, said value to reflect the initial value and at least an additional amount for investments by the parties to capital improvements to the farm” was supposed to allow for this in a cooperative way. There was little cooperation in the partnership, and as a result this updating of the value was never performed. However, to proceed with a sale at the original share value without now calculating the value of each member's share would give your client a windfall. This is something my clients did not intend when they entered into the Agreement and do not now consider to be reasonable. We have calculated the value of each share as $68,151.50, using the Bureau of Labor Statistics’ national CPI (as I do not believe there is a CPI established for Gill) since 1989. Therefore, my clients reject your client's offer of $48,000.00, but are willing to sell each of their interests in Unadilla Farm to your client for $68,151.50.
The purchase of my clients’ interests in 5 equal annual payments with interest pursuant to the national CPI is agreeable. There will have to be a promissory note with payable upon transfer and strict default provisions. It should also provide that payment shall be made to me as attorney for Mr. Entemann and Mr. Salzman.
There are other matters to be resolved which are only hinted at in your client's request that any equipment on the property remain for no additional consideration. There are items at the farm, and in the Stone House, which belong to my clients, including tools such as hydraulic and welding equipment including gas cylinders. My clients also have personal items, including those which were in the Stone House, some of which I have given permission to Mr. Boyson Hodgson to move to the ‘Sheep Barn’. My clients will want all of these items returned to them as well.
Another issue to be resolved involves the profits from the farm. The original understanding was that profits from the farm were to be shared. While some profits are not of concern to my clients, there were apparently sales of sheep and wood (and possible other actions by your client) for which my clients did not receive notice or their share. This issue should be addressed when considering the value of my clients' interests. In the interest of expedience these issues could be considered part of the above offer. However, this issue will have to be revisited if your client rejects the above offer.
There is also the question of income from the rental of the Stone House. The original understanding was that the Stone House was to be for the exclusive use of my clients, and your client was to have exclusive use of the house & barn on the property diagonally across from the elementary school. If the Stone House is, prior to the sale of my clients' interests, rented out, my clients expect to receive the full amount of the rental income, preferably paid directly to them through me.
There is one other matter. Mr. Salzman's wife, Freda, is buried on the property. He will want a written agreement (or deeded easement) giving him permanent access to the grave, and the right to disinter her at some future date.
I believe all the above matters can be arranged to the satisfaction of all involved parties, and the sale of my clients' shares to your client accomplished quickly. I look forward to working with you to achieve these ends.
Very truly yours,
Neil J Berman
c. clients
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