Chapter 16 - The price question
The board hired procurement expert Samuel Ortega.
He compared:
Greencrest contracts.
North Vale contracts.
Competing bids.
Market pricing.
Performance.
Findings:
Greencrest total historical overpricing attributable to unjustified premiums:
Estimated range $180,000–$420,000.
But some higher prices correlated with faster delivery, security familiarity, and custom service.
North Vale pricing:
Generally market-consistent.
No strong evidence Marlowe paid materially more because of Vesper.
So could Marlowe demand Vesper return all $1.68 million she earned?
Not as direct company damages.
Those were vendor payments for consulting services.
If services real, disgorgement theory depended on fiduciary/conflict law and her exact duties.
She was not a parent-company officer.
But she served on committees under written fiduciary/conflict obligations.
Outside counsel estimated recoverable range uncertain.
Then Greencrest.
Nolan Price admitted:
“Vesper opened doors.”
Did she demand payment for Marlowe contracts?
“No.”
Did her fees increase when Marlowe revenue increased?
Some annual bonuses considered overall business originated through her.
Marlowe contributed heavily.
So indirect linkage.
Then North Vale.
Elias Vance said Vesper actually provided useful introductions to hospitals, luxury venues, and political-event clients unrelated to Marlowe.
Her advisory compensation was not fake.
Again:
No simple kickback.
Then why hide?
Vesper’s deposition answer:
“Because Caelan would have treated any vendor compensation as betrayal.”
Maybe.
Then counsel:
“Was that why the disclosure form asked?”
“Yes.”
There.
She knowingly withheld because disclosure would create consequences.
That was the governance violation.
Then damages.
Could lenders penalize Marlowe?
Yes.
Estimated amendment and audit costs now:
$1.4 million.
Could board seek those from Vesper?
Potentially under fiduciary theories.
Could it recover investigation fees?
Maybe partially.
Then Vesper countered:
Marlowe’s own weak controls caused costs.
My certifications.
Board oversight.
Family culture.
May you like
True.
Shared fault would shape settlement.
