SEPTEMBER 2, 2023 – Later that morning following UB’s emergency re-hospitalization, I borrowed Cliff’s van and drove to Passaic General to visit the patient. His procedure—draining fluid off his heart—had gone well and by the time of my arrival, UB was as alert as ever. In fact, for the first time I could remember he brought up business—what a genius he was at negotiating a recent for the restaurant space vacated by Hans and Young-hee (See 8/26/23 post).
If UB knew that I was a business lawyer, he never expressed any curiosity about my work; never asked what kind of law I practiced or what sort of business I served. I never volunteered any information except indirectly—to the extent he was listening while examining Arthur Kehoe’s stamp collection that night a dozen years before when UB and I visited Arthur and I responded to Arthur’s questions about my occupation. (See 7/27/23 post) In full-fledged adulthood I had always sensed that UB still perceived me as a kid, a student, a skier. When it came to serious business matters within his domain, he would always be the commanding general and I, the untrained unknowing civilian. In his mind, I was sure, my unannounced trips to New Jersey and unguarded access to all his malfeasance, misfeasance, and disgusting obsessions, amounted to unwanted, unmerited meddling.
Touting the latest example of his business acumen was a shot across the bow of my intentions to interfere with his total control not only over his own affairs but over property that was not entirely his own but to which Mother also was legally entitled.
In the course of showing off in the context of the restaurant lease, however, he unwittingly created an opportunity for me—the naive civilian—to play my own trumpet.
“Yeah, this time around,” said UB, “I got the new restaurant owner to promise me that if he defaults on the lease, he has to hand over all the restaurant equipment.”
“Did you get that in writing?” I asked.
“We wrote it into the lease.”
“I see. So does the lease explicitly grant you a security interest in the equipment? Did you file a UCC—both a UCC-1 and a fixture filing—after doing a search to make sure the equipment was free of liens?”
UB hesitated. “Uh, no.”
“Under New Jersey law, are landlord liens still allowed?”
“I don’t know.”
“Because in Minnesota, landlord liens were outlawed years ago. I wouldn’t know about New Jersey, but you’d want to be sure there are no bank or vendor liens that could prime your position in that restaurant equipment and you’d want to verify that the main equipment isn’t simply being leased by your tenant.”
“The UCC—is that the uniform commercial code?” UB said, trying to stage a comeback by showing he was equal to my one upmanship.
“Yeah, and as the word ‘uniform’ connotes, the code is quite consistent from state to state—except Louisiana.”
“Uh . . . Oh. I guess then I’d better do all that, huh,” said UB, whose concern about having screwed up was suddenly more critical than showing off.
“Yeah, except if push came to shove it might be argued that there was no legal consideration, since the taking of the security interest wouldn’t be contemporaneous with entering into the lease,” I said, staying on offense. “It depends largely on the exact language in your lease and its effect under New Jersey law.”
UB quickly changed the subject but not his aim. He lobbed another shell, this time more directly. “This morning the doctor asked me if I was retired, and I told him no, and he said good, and I said, as soon as I get out of here I’ll be back running my business.”
The rest of the conversation was pleasant enough and interesting as UB reminisced about his army days and went out of his way to mention that during those days (stateside) he’d had a girlfriend and that lo and behold, after driving around with “one or another of his G.I. buddies,” said girlfriend and said buddy later got married.
“It kind of broke my heart,” said UB with uncharacteristic openness of feeling. “I never quite got over it.
On my drive back to Rutherford, I mulled over UB’s rambling monologue about the girlfriend and his unusual expression of romantic love. It was all an act, I was sure, and a fib as big as his “wife and son dying in a car accident.” (See 8/28 and 8/29/23 posts). His purpose was to camouflage his sexual orientation and dilute my perception of his sexual perversions and his infatuation with Alex. The closer I got to Holman Corner, the closer I got to the conclusion that UB had plunged into a grand scheme of manipulation to disarm me. He knew full well what was in the offing; that I was in New Jersey on a mission quite different from simply looking after his medical needs, particularly since, after all, the most immediate exigency arose after I’d arrived.
By the time I pulled into the broad drive between the warehouses and 42 Baghdad Street, I felt as if I’d just concluded a spirited cellphone conversation while driving: I had no recollection of the drive itself—traffic or passing surroundings. Instead, fresh in my mind were . . . the big hug when UB had alighted from Cliff’s van the day before; UB’s warm words of appreciation for helping set up his convalescence room at 42 Baghdad Street and getting him to Dr. Kim and to the hospital; UB’s claim of “negotiating genius” as landlord; UB’s story-telling about his heterosexual relationships and normal relations with army buddies. It was all a ruse, a chessboard strategy that opened with him allowing me to take out a couple of his pawns, but then this morning, when he launched into business talk, advancing his knight from behind his row of remaining pawns. Soon the psychological battle would be in the open on a multi-dimensional chessboard.
Subscribe to this blog and receive notifications of new posts by email.
© 2023 by Eric Nilsson
