Acquisition Update

Denise

Acquisition Update

Denise
newspaper-154444_640I had indicated that I would keep you posted on the acquisition of Caregiving.com, including more details about the buyer.

My intent is to share an truthful account of what has occurred. Because I believe in the importance of being accurate, I am copying the exact content of legal documents, email messages and text messages. You will notice some grammatical errors, formatting problems and missing words in these messages.

Here goes.

Chiara Bell, an attorney who runs a website called CareTicker (www.careticker.com), sends me an email the evening of my post that explains I have to go out of business. She wants to make me an offer for the website and bring me on to her team. We speak on Tuesday morning (March 25) and all sounds great. She will acquire me and hire me so I will earn a salary, all assuming she closes her initial round of funding on April 30. We decide on a simple contact which reflects our agreement between Caregiving Holdings, LLC (CareTicker) and myself:

  • Caregiving Holdings, LLC. will purchase the domain name Caregiving.com and
    its community assets for Twenty Thousand Dollars and Zero Cents ($20,000.00).



  • Caregiving Holdings, LLC will make an initial payment of Five Thousand Dollars
    and Zero Cents ($5,000.00) to be wired to Denise Brown by the close of business on March 27, 2014.



  • Caregiving Holdings, LLC will make a secondary payment in the amount of
    Fifteen Thousand Dollars and Zero Cents ($15,000.00) upon the closing of
    Careticker LLC’s Series A investment expected no later than April 30, 2014.



  • Caregiving Holdings, LLC and Careticker, LLC will work closely with Denise Brown during
    the interim period prior to Careticker’s funding to identify and structure a viable role for Ms. Brown
    within the Careticker organization.



  • If Caregiving Holdings, LLC does not receive its initial round of investment funding, Denise Brown
    may buy back the domain name, Caregiving.com, and its community assets for $5,000.00.


After our discussion on Tuesday, March 25, we agree to speak on March 26 at 9:30 a.m. (my time). She sends me an email that evening and asks if I would like to attend an AARP event in May at which she will be presenting. I reply that I would love to attend the AARP event.

I block out the dates on my calendar to attend the AARP event.

She does not call me at 9:30 a.m. on March 26. She does send me an email (after missing our call) and asks if we can talk at about 10:40 my time. I am babysitting (I'm babysitting a six-year-old and a four-year-old whenever I can to make extra money) and can only speak for 15 minutes at 10:45. I let her know my availability. She does not call me.

She emails me in the afternoon that she can speak at 6 p.m. my time. Great, I can, too. Later that afternoon, she emails me that her conference call is running behind--can we speak at 6:30? Sure, I say.

We speak, finalize our agreement. She will wire me money on Thursday, March 27, and I will post an announcement.

On March 27, I publish the announcement at the time I say I will: 6:15 a.m. Later that morning, she sends me an email that she will wire me money by the end of the day or first thing Friday morning. Our agreement (verbal and written) says March 27. I say, "Okay." Friday morning comes and no money.

I am concerned and believe it's best to pursue a Plan B. Two days earlier, a colleague had emailed me, indicating I should tell her if I ever need help because she has the means to help me. So, I email her on Friday afternoon and explain the situation, that I still have not received payment. I ask her to make a donation to my non-profit, which will help me if I don't receive money from Chiara. She tells me she will help and we schedule a time to talk over the phone. Unfortunately, while she offers to send me money, she does not.

The money from Chiara finally comes through later on Friday afternoon.

Chiara and I speak again on the morning of Monday, March 31. She tells me she is working on wiring me another $5,000 on the advice of a business adviser so I won't worry about money. She also mentions that she changed our agreement that I have already signed to include two new clauses, including a clause that I will not shop her offer. She will send me the new agreement.

I never receive the additional $5,000. I also do not receive the signed agreement that she changed.

The next week, I travel to Florida to visit Chris (@thpurplejacket) and attend the memorial service of his partner, Richard. Because Chiara lives somewhat close to Chris, we agree to meet. I speak with her before leaving for Florida and ask about the details of our meeting. Oh, she says, I completely forgot, I am glad you reminded me.

So, we meet on April 8. During our meeting, she regularly checks her iPhone. We do meet for about 3 1/2 hours and talk through our agreement. She has a letter of intent to receive funding at the end of April. If she does not receive the funding, she tells me that she will still pay me the $15,000 on April 30 and a stipend (rather than a salary) until she can closes funding with the potential investors or other investors.

On April 15, she meets with the potential investors. She calls me later that day; I'm in the car and miss her call. I call her back about 15 minutes later. I get her voice mail and leave her a message, explaining I've just arrived at a restaurant to have dinner with my niece and will call her the next morning.

She sends me a text later that night that the investor meetings were tough.

I call her the next morning (Wednesday), get her voice mail but can't leave a message because her voice mailbox is full.

I call her Thursday morning, get her voice mail but can't leave a message because her voice mailbox is full.

She sends me a text Thursday evening at 8 p.m. ("hi there...are you around?"). I'm participating in our daily 8 p.m. (9 p.m. ET) chat so respond to her the next morning at 8 a.m. "I'm free this afternoon after 4 your time, if that works," I write, "I've called a few times but your voice mail was full and I couldn't leave a message." She sends me a text: "ahhh.. I deleted some. :) so sorry. i was worried about u!" She doesn't confirm if she can speak later that afternoon. Although I'm unsure if we are scheduled to talk, I call her a few minutes after 3 (4 her time), get her voice mail but can't leave a message because her voice mailbox is full.

She calls me Saturday morning (leaves me a voice mail message) and sends me a text message at 8:40 a.m. (my time), asking if I can "chat around 1?" I reply later that morning: "Today doesn't work for me. I'm free all day Monday. I did call yesterday but couldn't leave a message." She continues to send me text messages and emails throughout the day:

"Do you have an interest in going to aarp event?" (Hmm.... Well, I thought we covered that at the end of March. I do pass on an opportunity to present workshops (and get paid) for a client of mine because the workshops will happen during the AARP event which, at the time, I thought I was attending.)

"is everything okay?

"Are you okay?"

I finally send her an email message at 3:11 p.m.: "Yep. All is good. I'm just hunkered down to meet a deadline. Looking forward to chatting on Monday. Just let me know what time works for you." (I was finishing my book.)

We speak on Monday, April 21. She again says that she was worried about me because she hadn't heard from me all last week. I know she regularly checks her phone (because I saw her do it during our meeting on April 8) so I know she saw my calls. I also sent her text messages confirming that I had called her.

She updates me about the meetings with the potential investors. She will not receive funding from them.

Because she won't close funding and that money won't be coming in, I offer that she can pay me the $15,000 at the end of May. I tell her that I will be okay for the month of May if she has a better use for the money. No, no, she says, I will pay you on April 30. She says that she understands my tight financial situation and wants to honor her agreement to pay me on April 30.

Okay, I say.

I ask to finalize my compensation package, which we agree will include salary and equity in her business. We agree that I will continue in the same capacity as I am now--managing the community and content. Salary is a mute point because she doesn't have funding but we discuss any way. I ask her about equity. She explains that she has set aside 10% of her company for new employees and that I will have a piece of that 10%.

For just about 20 years, I have worked for, well, nothing in order to own 100% of something. I now will be working for free to own a piece of 10% of, well, I'm not sure.

We agree to speak on Mondays, Wednesdays and Fridays at 10:30 a.m. (my time).

We speak again on Wednesday, April 23. She tells me she will try to get me to the AARP event and will check about travel arrangements. She will email me later that night with the details.

I do not receive an email on Wednesday evening. I also do not receive a phone call on Friday or any communication about why she's not calling me.

She calls me on Monday morning (April 28) at 10:30--I've completely forgotten about our call. I do call her back but I'm babysitting and can't speak for long. She says she will wire transfer final payment to me "this week" (payment is due Wednesday, April 30).

She asks that I call her when it's convenient for me the next day (Tuesday, April 29). I call her at 9:40 a.m. (my time) on Tuesday. I get her voice mail but can't leave a message because her voice mailbox is full. She sends me a text later that morning--she's sorry she missed my call, she says, can I talk later that day? Sure, I reply. I never receive a return call from her on Tuesday.

She calls me at 10:37 a.m. on Wednesday (April 30) and leaves a voice mail message. She tells me that I should let her know if I don't get her calendar invites for our calls. Well, I haven't been getting her calendar invites and do not know that she's been sending them to me so that makes it pretty impossible to tell her I am not receiving them.

She also says: "The wire will go through probably on the 2nd."

As in probably May 2. As in probably that she will initiate a wire transfer on May 2, which means I will not receive the funds until May 5 or 6.

By this time, I am absolutely furious. FURIOUS.

Needless to say, I do not receive payment from her on April 30.

I send her an email at end of the day on April 30 indicating that I have not received a wire transfer, which means our agreement is no longer valid and I am not selling her the website.

The phone calls and text messages come fast and furious a few moments later. She can send me a wire transfer the next morning, she says in a text message. She sends me a direct message through Twitter: "I feel terrible about letting you down."

I am still FURIOUS and do not respond to her messages. I am so angry I think it's best to avoid a conversation.

A member of CareTicker's board calls me Saturday afternoon, while I'm at my nephew's soccer game, to find out what happened with the acquisition and to offer his help. (My sister and her husband went to Vegas for a long weekend so I stayed with their 15-year-old triplets. My nephew said to me on Sunday, "Aunt Denise, I looked at you during my game to see what you were doing. Guess what you were doing?" I feel such a responsibility as their fan to watch their games that I can't believe I wasn't watching. "You were on the phone," he said. Sure enough, the only time I'm not watching is when I listening to the voice mail message from the board member.)

On Monday (May 5) at 10:08 a.m., Chiara calls me on my cell phone as I am broadcasting the live talk show with Anna Stookey. Obviously, I cannot answer.

She then sends me an email message:

Denise:


I hope you had a nice weekend.


I have tried to reach out to you on several occasions through email and telephone, yet have not heard anything back. I respect your decision to move in a different direction and am sure you will have continued success with Caregiving.com. However, it is imperative in closing out business dealings such as this to properly communicate unfinished items - most critically the return of the $5,000 I paid to you in advance of our original agreement for Caregiving Holdings, LLC to acquire the domain caregiving.com.


Please take this as notice of my intent to proceed with legal action, should the Five-Thousand Dollars ($5,000.00) not be returned by the end of business today per our original agreement.


As always, you can call me directly on my cellular phone should you have any questions.


If possible, I am even more angry. I reply:

Chiara,


I am not paying you back.


You broke our contract.


It was imperative that you honored our agreement. You did not honor any form of our agreement.


Our business dealings were closed on April 30 when you did not pay me.


She sends another message:

I suggest you review the agreement with your attorney.


As stated in the last line "If Caregiving Holdings, LLC does not received its initial round of investment funding, Denise Brown may but back the domain name Caregiving.com and its community assets for $5,000." Per our agreement you must submit payment of $5,000 by the close of business today."


I am copying our attorney, who will be handling this matter moving forward.


I do return the board member's call early on Monday afternoon and leave him a voice mail message that I would like his help. I then send an email to him:

Hi,


Thanks so much for your voice mail message on Saturday afternoon.


I've had a very difficult time working with Chiara, who has been consistently disrespectful of my time and of her commitments and deadlines.


As you are aware, Chiara is now going to sue me.


I wonder if you could help work out a solution for us. If Chiara transfers $15,000 to me and I receive the funds by Wednesday, May 7, at 1 p.m. ET, I will transfer the website to her.


Please let me know by 5 p.m. PT (7 p.m. my time) if this is a solution Chiara will agree to.


The board member calls me back and agrees to my offer. He also says that I need to sign a document to close our business deal, which he will send tomorrow. This is news to me, I say. He says he has 35 years in closing business deals and that this is standard. What will this document say, I ask. He mentions a non-compete clause. I will not sign that, I say. I also ask: Can't you send the document tonight? (I'm thinking: If this is standard, if he's been closing deals for 35 years, doesn't he have a standard form he can send?)

He will try to send it tonight, he says, but he will definitely send it tomorrow (Tuesday, May 6). I reiterate that I want the money transferred so I receive it by Wednesday, May 7, at 1 p.m. ET.

He also asks me what my intent is going forward. I tell him, that going forward, I want nothing to do with Chiara or CareTicker. He says he does not believe that will a problem.

I receive two text messages at 4:52 p.m. (my time) on Tuesday, May 6, from the board member. He writes:

Your patience ... We will get this done


Update: we will have closing docents to you tmw or Thursday latest Our attorney had conflicts today and we had to move money around as well. Thanks for


At 5:10 p.m., I send an email to the board member and copy Chiara:

I received your text messages.


Our agreement, per yesterday's phone conversation:


1. I receive a contract to close our business dealings today.


2. I receive $15,000 by 1 p.m. ET on Wednesday, May 7.


I was supposed to receive $15,000 on April 30. Chiara did not comply with our agreement because I did not receive the funds on April 30. You have until 1 p.m. ET on May 7 to send me $15,000, which is an extension of our original agreement.


If I do not receive funds by 1 p.m. ET on May 7, our deal is null and void. That's final.


Chiara sends me an email at 5:25 p.m.:

Denise- I will have a amended agreement to you by 8:00 pm EST today and monies will be wired tomorrow no later than 1:00 EST on May 7, 2014.


At 6:30, she sends an amended agreement that includes this paragraph:

Each Party (Denise Brown and Caregiving Holdings, LLC) agrees that neither it nor any of its
Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its directors, officers, Affiliates, subsidiaries, employees, agents or representatives (collectively, the “Company Representatives”), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of the Company, its business or any of the Company
Representatives.


The following is my email exchange with Chiara about this paragraph:

Me at 7:17 p.m.:

I am not able to sign the agreement because of the language in the paragraph that begins "Each Party (Denise Brown and Caregiving Holdings, LLC) agrees that neither it nor any of its Affiliates or Associates...".


Please send a revised agreement without that paragraph and I will sign.


Chiara at 7:30 p.m.:

Denise:
This is a mutual paragraph indicating that we both agree not to say anything inappropriate or negative about either party. Do you have a problem with this language? Please suggest something that you would be amenable to.
Thanks,
Chiara


Me at 7:44 p.m.:

Chiara,


Please remove the paragraph or offer alternative language.


Chiara at 7:45 p.m.:

Sure-- Can you just help me regarding what you are not willing to agree to?


Me at 7:47 p.m.:

I don't agree with that paragraph. My suggestion, again, is to simply remove it.


If you have a problem removing it, please indicate why you are unwilling to do so.


Chiara at 7:51 p.m.:

Denise: I just want us both to agree that we will not defame, disparage or say anything negative about one another. My apologies, but I thought Brian had communicated this to you. In view of the last few days, I feel that this is reasonable.


Me at 7:59 p.m.:

Brian (the board member) did not communicate this.


Please remove the paragraph and I will sign the agreement.


Chiara at 8 p.m.:

Is there a reason why you are not willing to agree to this? It simply states that we will act honorably and respectful to one another once the transaction closes. And I do not have any problem with that.


Me at 8:29 p.m.:

Again, Brian did not communicate to me that this paragraph would be included.


Please remove the paragraph and I will sign the agreement.


At 8:37 p.m., Chiara sends a revised agreement, replacing the paragraph with this sentence:

Each Party (Denise Brown, Chiara Bell, Caregiving Holdings, Inc) agree to not say anything bad about one another at the close of the transaction.


By this time, I decide I am no longer spending any part of my evening on this. I spent the entire day checking my email looking for this contract. I searched my Inbox several times to make sure I didn't overlook or accidentally delete. I did not do the work I wanted to during the day because I cannot--I cannot move forward with the projects I am working on until I know if this deal will go through. I am extending professional courtesy in spending any time of my evening discussing this document. They had all day to send this document to me--they waited until after the close of the business day to send this to me.

In addition, I know I have to provide you with an update. I cannot sell the website and leave the community without an explanation to you. Is my explanation saying "anything bad" about Chiara? I do not know. I decide I will explain this to them tomorrow morning. I open up my laptop to begin a draft email message.

At 9:47 p.m., Chiara writes:

Denise:


Just wanted to reach out prior to the end of the evening.


Hopefully the revisions are what you were looking for…let me know if I need to make any further changes.


At 9:52 p.m., Brian sends me this message, which he has marked as urgent:

Denise,
We want to build on what you have accomplished over the last 20 years. We respect what you have done and want to take it to the next level.
We just need to make this a clean deal for you and us.
Think of the caregivers. And the bigger mission here ok?
We want what you want.
OK?
And we will wire funds tomorrow.
Let’s step back and think about the bigger picture ok?


Since Monday afternoon, I have felt like a coward by giving them a second chance to close this deal. I do not feel I am acting in the best interest of this community. But because I do not have an attorney and because I have very little money, I am doing all of this with them to avoid being sued.

I do not believe these reasons (I don't have attorney or money) justify my avoidance of being sued. I believe I have done everything in my power--and beyond--to close this deal with them. I am not the reason this deal did not close. Regardless of how my feelings changed about the deal, I would have transferred the website to Chiara had I received the monies due on April 30.

I cannot sell out of fear of being sued, especially when I believe I am in the right.

At 10:43 p.m., I send this message to Brian, Chiara and their attorney:

Hi,


You raise an interesting point. "Think of the caregivers."


I am. And, because I am, I'm not selling Caregiving.com to you.


I'm glad we were able to settle this tonight.


So, that's where we stand.

A big thank you to @worriedwife and @derbytwo for their help and support. And, a HUGE thank you to @trish who sent me money at the end of March to help, who spent countless hours talking all of this out with me and who tolerated my excessive swearing, which began Friday, March 28, and I believe still has a bit of road left. (&^%#.)

I will definitely keep you posted. Please feel free to ask any questions you have in our comments section, below.

In the meantime, let's move forward doing what we do best--being a fantastic community.

Update of June 16, 2014.
I have debated about how much to update everyone. After much mulling over whether to share, here's the latest:

On May 14, I received the following email:

Ms. Denis Brown
Caregiving.com, Inc.


Re: Caregiving Holdings, LLC


Dear Ms. Brown:


We represent Chiara Bell and Caregiving Holdings, LLC. We have reviewed your agreement. It is clear. It said that if proposed financing does not close by April 30, 2014, you can repurchase the domain name for $5,000. The choice is yours. Given that Ms. Bell still needs to finance the business -- or do so with her own funds -- you have 30 days to pay the $5,000. Failing that, she will begin to brand the website since it will be clear you are waiving your rights."


Please be governed accordingly.


Sincerely yours,


NASON, YEAGER, GERSON, WHITE & LIOCE, P.A.


Michael D. Harris


Yes, my first name is misspelled and the last sentence contains quote marks. I also do not own a company called "Caregiving.com, Inc." Before receiving this notice, I spoke with two attorneys and learned my best alternative was to simply move on. After receiving this notice, I spoke with a branding expert who shared my confusion about this message. Is she going to rebrand her website and call it "Caregiving"? I feel she is simply doing her best to intimidate me. Again, I felt it best to continue to move on.

On June 16, 2014, I received this email from Chiara:

Denise:
I have not heard from you regarding my last correspondence which provided you thirty (30) days to buy back the caregiving.com domain for our agreed upon price of Five Thousand Dollars and Zero Cents ($5,000.00). Since I have not received the reference payment, I will be taking the appropriate steps to transfer ownership of the caregiving.com domain effective immediately.


Please govern yourself accordingly.


Best,
Chiara


I simply believe she's attempting to bully me.

I'll keep you posted as appropriate.

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20 Comments

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Denise

Thanks so much <a href='http://www.caregiving.com/members/marfromwi/' rel=\"nofollow\">@marfromwi</a>! It was certainly was the worst kind of nightmare and horror show. I appreciate your kindness so much. :)

Tami

Proud of you my friend!

Denise

Thank you so much, Cathy! I'm hoping this is behind us (fingers crossed). I'll definitely keep you posted on helping.

Debbie

All I can say is Wow, Denise. When we spoke last, deep down I had hoped this deal wouldn't go through based on the unprofessional business practices of Chiara and the rest of the company as well as their idea of a compensation/percentage/salary for you, which was nuts. But had it happened, had they honored the agreement, I would have supported you in anything you chose to do. \r\n\r\nI'm not familiar with crowdsourcing, but whatever I can do to help you, you only need ask. Thank you for being you, Denise. YOU are caregiving.com!!!

Denise

Hi--I did try to raise money through crowdfunding last year with little success. I am going to try again and am hoping to have a campaign organized next week.

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