Business Brief: Oh, Geez… More Non-Competes

The last time Fargo appeared prominently in the national press was a decade ago, when the brilliant Coen brothers movie won two Academy Awards. The North Dakota city was back in the news last week as the prosecution trotted out Lloyd Case, President of Fargo-based Forum Communications. To recap, Forum bought a Hollinger paper for $14 million, a price that included non-compete payments directly to Black and his associates. Probably chosen by the prosecution because of his folksy, accessible home state and the modest size of the transaction, Case opined that he wasn’t actually afraid of Black competing with him after the sale of the paper but was perfectly happy to include the personal non-compete agreements in the contract because they didn’t change the overall price he was going to pay. Good for the prosecution to establish that the non-compete agreements were unnecessary and came directly and solely out of the hide of the Hollinger shareholders.

Not surprisingly, the defence countered by making sure every person on the stand confirmed beyond a shadow of a doubt that these non-compete clauses were not hidden in any way and that lawyers and directors of both buyers and sellers duly approved all the agreements with the clauses in plain view.

It is pretty clear that Black and associates are guilty of being greedy to an almost outlandish degree and guilty of a total absence of concern for the shareholders of Hollinger. These things the prosecution has already proven to my satisfaction, though I was there before the trial even started. However, Black and associates have not been charged with venal greed or extreme self-indulgence but rather of mail and wire fraud. Since I am not a lawyer, I checked out what fraud is: Intentionally deceiving another person and causing the person to suffer a loss. Perhaps like many others, I am eagerly waiting for something about intentional deception to pop up in this trial.