FOOL ME ONCE…
“You’ll deal with issues like where the playground swings should be and what kind of trees should be planted in the common areas.”
The disembodied voice of Fred Karner, the developer of our vacation community, crackled through the long-distance connection from Costa Rica. Fred was over seventy, but had the hearty confidence of a lion of the business world. He was physically robust and bragged in our first meeting of having cleared part of the land with his own machete.
“But we won’t be down there often enough,” I said. “I’d miss most meetings. I won’t know what’s going on.”
“That’s okay,” soothed Fred. “We’ll conduct them by teleconference, if necessary. And I’ll be on-site almost every day. We really could use someone with your expertise. Everyone will appreciate your efforts and you will hardly have to do anything.”
Fred was pressing me to join him and one other landowner as a member of the Board of Directors at our vacation community in Playa Hermosa. He knew I was a real estate lawyer and seemed to assume I had broad expertise in the field. In fact, my expertise was in explaining mortgages, attempting to calm anxious clients over the telephone, and facilitating the particular and peculiar home-buying process in New Jersey; my knowledge of “association law” and “board of directors’ responsibility” was minimal.
“There won’t be any thorny issues?” I asked.
“Trust me,” said Fred.
“Uh-oh,” I thought to myself.
My reluctance to serve stemmed from a natural aversion to meetings. For better or worse, my “law firm” consisted of me, one associate and a secretary. I did not have meetings. I did not “consult.” Not to align myself with George W. Bush, but I was the “decider.” Over the years, I had refused various opportunities to work with partners or to invest with others in title companies and lenders. In almost every case, I was relieved months or years later when I heard about the failures of these enterprises, and the unhappy endings of friendships smashed on the shoals of recriminations. When it came to business relations, my default position was to remain simple, safe and uninvolved.
Yet, owning property in a distant country was an exciting departure from my routine. When I visited Costa Rica, I was willing to do things I would never do in New Jersey: I leapt off cliffs into rushing water; I fished in the ocean without a life preserver; and, I propelled myself over gorges on zip-lines only tenuously strapped-in by fifteen-year-old attendants. Just writing this, ten years later, makes me nauseous.
So it was not too much of a leap for me to take a deep breath, suppress my better judgment one more time, and say to Fred: “Okay, I’ll do it.” After all, I reasoned, it will be good to know what’s going on in the community. Plus, how unpleasant can the placement of playground equipment be? Also, there was already a project I wanted to influence; the fence around the community tennis court was facing the wrong direction – the support poles were on the inside – as a Director, I was sure I could influence the situation.
The first meeting of the Board and homeowners was scheduled in Fred’s living room during my next visit. I was so certain the meeting would be short and enjoyable that I brought along my twelve-year-old son, Sam. We were the first to arrive and reveled in Fred’s breathtaking view over the tropical forest to the Pacific Ocean. After saying hello, Sam went out in the yard to explore the gardens and pond.
In a few minutes, a dozen or so property owners arrived, introduced themselves, and chit-chatted amicably over wine and cheese. I felt increasingly joyous for the opportunity to be a leader in a community of such accomplished and interesting people. I learned that one homeowner studied rain forests on behalf of a European university; another was an international art dealer based in the Netherlands; there were entrepreneurs in scuba-diving and off-road adventures; and, Fred had started several companies in Canada and had eventually taken them public. As a small-town lawyer, I felt naive in terms of world-wide business experience. Perhaps, I deduced, my humdrum situation made Fred think of me as the appropriate person for dealing with the minor, low-key issues such a Board would confront.
Immersed in such thoughts, I was smiling contentedly when Fred called the meeting to order. “Our first issue today is to create a by-law banning the sub-division of any lots.”
A young man sitting next to me jumped up and asked, with an edge: “Why does lot 27 have an ‘A’, ‘B’ and ‘C?’”
“Because, as I’ve told you before,” said Fred, no longer sounding amiable, “that lot has already been sub-divided. It’s grandfathered.”
“That’s bull!” stated a woman sitting across from me.
“You’re a crook!” shouted the previously sedate art dealer.
“Who approved the sub-division in the first place?” asked the professor.
“The Board did,” said Fred.
“What?” I wondered to myself, startled. “The Board did what?”
“Who owns lot 27?” asked a woman.
“Who do you think? Fred owns it,” said the young man next to me, with venom.
I realized, unfortunately, I was not dreaming. This really WAS happening. My tropical community was turning out to be more like a snake’s den than a paradise.
Turning to me, the Dutchman said: “You’re on the Board. What do you say about this?”
I wanted to respond cogently but I was too stunned by the sudden turn-of-events to formulate my thoughts. For a moment, I focused on how enraged the man’s face was and how this manifested itself in his bulbous, alcoholic nose. Previously, I’d just thought of him as jolly.
“I’m new on the Board,” I finally offered. “I didn’t realize there were issues of this sort.”
I looked pointedly at Fred who immediately averted his eyes.
“Listen, everyone,” said Fred. “I have invested a lot of money in this community and put in a lot of work….”
“So what?” the forest scientist interrupted. “That doesn’t mean you can cheat.”
“That’s right, you’re committing fraud,” interjected others. The discussion devolved into an incomprehensible scrum.
Fred gestured towards the door. “I’m going to have to ask you all to leave my home. We can meet again when you can be civil.”
As my angry neighbors stormed out the front door and Fred disappeared into his bedroom, Sam squeezed his way in flushed with excitement.
“I saw a tree full of monkeys!” he said. “They were getting chased by like a hundred parrots!”
“Ah, yes,” I thought, “the wonders of nature in Costa Rica. If only we didn’t have to deal with humans.”
I tried to embrace Sam’s enthusiasm but was still preoccupied with the meeting, and wondering how I’d been duped. “That’s great,” I mustered. “You can tell me about it in the car.”
“Don’t you want to see them now?” asked Sam.
“Um, I think we have to go,” I said. There was no sign of Fred.
Over the next several months, I formed a telephone friendship with the third Director, a home owner who lived in Chicago named Bob. He’d also been bamboozled by Fred. He explained that Fred had used him to cudgel two homeowners into paying their full water bills even though they were excessive by thousands of dollars due to water main leakage that was arguably the developer’s, thus Fred’s, responsibility.
“If that happened to my water bill,” Bob had told Fred, “I would be pissed as hell, too.”
“That won’t happen to your bill,” said Fred. “I check the meter every day at your place. That’s a benefit of your being on the Board of Directors.”
“I still don’t think that’s right,” said Bob.
Sure enough, the following month, Bob’s water bill was $6,000, thirty times the usual amount. Fred told Bob he had to pay the bill or service would be shut off.
“I’m going to fight this,” said Bob.
“I know all the officials here,” said Fred. “You folks who live in the States except for a couple weeks a year won’t stand a chance.”
Fred became the face of evil for me. Playground equipment was never mentioned during subsequent conference calls that dealt with nasty disputes, boundary discrepancies, and subdivision complaints. Fred never failed to point out his advantage over the second home owners who were rarely on site. The thrill of owning a vacation home overlooking the ocean was swiftly eroding due to the stress of participating on the Board of Directors.
“Why don’t you quit?” asked everyone who heard about Fred.
My initial response was “I’d rather know what Fred is up to than have it come as a surprise.” Quickly, however, my viewpoint shifted to “ignorance is bliss.” Finally, I resigned from the Board and put the house up for sale. There were certainly non-Fred-related issues, such as poor property management, balky electricity, and leaky plumbing, but Fred played a huge role in sapping the foreign adventure of its joy.
In the subsequent decade, I turned down several opportunities to serve on boards. When we moved to a community in North Carolina, everyone who found out I had been an attorney suggested I join one committee or another. Most recently, a project to verify the title status of the nine hundred lots was launched. The Board wanted to alter the by-laws to prevent something or other from happening. The phone rang one evening, the caller identification indicating an acquaintance I knew to be a member of the Board of Directors.
“Stu, we have a project that’s right up your alley,” he said.
“I really don’t think I want to participate,” I said.
“But you did closings up in Jersey. You must be an expert on title searches,” he said.
“Not really,” I said, “that’s what we used title companies for. I explained mortgages.”
“Well, this job really will not be complex. We’re just making sure everyone’s ownership is in proper order,” he said.
“And if they aren’t?” I asked.
“Oh, I’m sure it can be resolved amicably,” he said. “Trust me.”
“Oops,” I said. “Someone’s at the door. Gotta go….”
I hung up. And I resolved not to call back.