The Wizard of Wyoming: Part III -- Here's The Lease

I have received a copy of the lease between the Spence Foundation and the Trial Lawyers College, together with the college's amended bylaws, minutes of board meetings, and a list of contributors to the college current as of June 2, 2009. At least I think that is what the documents are: They arrived with a note urging me to press on in an envelope from a midwestern state. The documents are consistent with what I have been told by several sources in a position to have personal knowledge about the college's doings.

1. Was The Lease Lawfully Approved By The Board Of The Trial Lawyers College?

Article Three of the Bylaws requires "the presence of not less than two-thirds of the [board's] members ... to conduct the business of this organization." Members may attend a meeting in person or by telephone. There is no provision for proxies or absentee participation.

The lease between the entities was approval at a special meeting of the board conducted by telephone on September 7, 2005. The following board members were present by telephone: Gerry Spence, Bill Trine, Jude Basile, Rex Parris, John Zelbst and Kent Spence. The minutes are cryptic about Milton Grimes, noting that he "joined the conference call and participated later in the conference." Jim Nugent was not present, but sent an email with his comments and input.
The following board members were not present: Cyndy Short, Rafe Foreman, Fredilyn Sison, Kaitlin Lairmer and Jim Nugent.

By my reckoning, that makes a total of 12 board members. Giving the benefit of the doubt to the board and counting Grimes as present, that means seven board members were at the meeting. That's one short of a quorum so let's toss in Nugent for the requisite eight.

When time came to vote, however, Gerry Spence, Kent Spence and Jude Basile abstained, presumably because they were also on the board of the Spence Foundation. Thus, although the three abstainers were physically present at the meeting, they were not voting. Only four members, Trine, Parris, Zelbst, and, arguably, Grimes voted "unanimously" in favor of signing the lease; make it five if we include Nugent, although it is not clear he cast a vote. That is a mite over one-third of the board, or about one-half of the two-thirds required. Query: Is the lease really valid, signed, as it was, by a mere rump of the board?

II. The Lease Itself

Paragraph 3 of the lease agreement requires the college to pay the foundation rent. "The Rent shall be equal to LANDLORD's actual cost of ownership of the Leased Premises, which shall include property taxes, insurance, maintenance, utilities, and all other costs including costs of employee wages necessary for the operation of the Trial Lawyers College and its attendees." This rent shall not increase more that five percent per year. Rents are to be sent to the Spence Foundation at a P.O. Box in Jackson. The address reads: "ATTN. Gerry L. Spence."

The term of the lease is for 25 years. However, "[t]his Lease Agreement shall automatically terminate upon the TENANT ceasing to conduct its operations in compliance with its Mission Statement, ..." That mission statement requires education and training of lawyers and judges "who are committed to the jury system and to representing and obtaining justice for individuals; ..." The Landlord may terminate the lease if the tenant fails to pay sums due within 90 days. "Additionally, LANDLORD may terminate this lease upon thirty days written notice if TENANT, in Landlord's sole and absolute discretion after input from the Tenant, fails to operate the Trial Lawyers College in accordance with the Mission Statement."

The person who sent me this package claims to be a former contributor troubled by what he or she believes to be misrepresentations about the status of the college. I was given a two page list of contributors. There are fifty names on the list; they have given sums ranging from a high of $205,250 to a low of $20.7444.94. Many board members are on this list, but not most; six donors were either present at the board meeting approving the lease or were closely associated with those present. The total sum given by all 50 donors is $2.4 million.

I suspect that so long as the Spence Foundation believes that the Trial Lawyers College is following its mission, these gifts will go to their intended purpose. But it seems troubling that the Spence Foundation can exercise "sole and absolute discretion" on revocation of the lease. The instrument does not even give the college or its contributors access to binding arbitration.

It strikes me as an overstatement to claim that the ranch has been given to the college. The documents I have been given support my conclusion. What's more, it is an open question whether an actual quorum of the board even approved the lease. Perhaps its time for a new vote, and a new lease; one which protects folks giving tens of thousands of dollars to an entity that is not only here today, but which will be here tomorrow. And one which gives both parties access to a neutral fact-finder on a claim of breach.

Better yet, why not just give the property to the college? That is what folks have been told all along, isn't it? What need does the Spence Foundation serve ?

Comments: (13)

  • Wow!! I am speechless.
    Wow!! I am speechless.
    Posted on September 3, 2009 at 1:56 pm by Anonymous
  • Come on son, don't be such a coward, post the enti...
    Come on son, don't be such a coward, post the entire lease and minutes of the meetings. Let us be the judge. Otherwise you are hiding things from the people.
    Posted on September 3, 2009 at 7:04 pm by Norm's long lost Daddy
  • The only people who would have access to those doc...
    The only people who would have access to those documents - the lease and minutes- would have to be a board member in some administrative function and live in the midwest - and that would be Fredilyn Sison and Kaitlin Lairmer. Both close friends of Joane and Nolte - who, it seems, were forced out.

    But it might also be someone who just sent them from the midwest - but lives somewhere else. But it is a long way to go to mail a letter.
    So the plot thickens.
    Maybe we should psychodrama it. Gerry can play Norm and Norm can play Gerry. That would be very, very, interesting. For that one we could sell seats. With pictures of Norm and Gerry's smiling faces on the tickets.
    Posted on September 3, 2009 at 7:50 pm by Detective
  • This is all so sad. And it doesn't matter where No...
    This is all so sad. And it doesn't matter where Norm got the documents. TLC is a public non profit organization and they are required to make their books available to the public and there should be transperancy and openness about the financial issues, the structure of the college and related matters.
    Doesn't Dana Cole live in Ohio and Rafe Foreman in Texas? Could be them too.
    Instead of looking for conspiracy, TLC should just answer the questions with the truth and not rhetoric.
    Posted on September 4, 2009 at 3:21 am by Anonymous
  • Former board members would have had access to the ...
    Former board members would have had access to the documents, as well. The net to be cast is big.
    Posted on September 4, 2009 at 5:08 am by Anonymous
  • Cindy Short and Lynn Bratcher are also from the mi...
    Cindy Short and Lynn Bratcher are also from the midwest.
    Posted on September 4, 2009 at 5:14 am by Anonymous
  • Why the obsession with who sent the documents? Sh...
    Why the obsession with who sent the documents? Shouldn't people be more interested in the document's contents?
    Worrying about who rather than who has been the theme through this drama. I keep seeing posts attacking Norm personally. What does Norm's personality have to do with anything? This isn't a criminal trial where a witness is offering up his testimony in exchange for a plea bargain - and thus everything he says is suspect.
    Norm is not asking anyone to take his word as truth. He has simply noted language from legally-operative documents like tax records and a lease agreement.
    Ironically enough, it is Gerry who is asking everyone to take what he has said on faith. It is Gerry who won't offer up any documents.
    Also, some of you should be more creative: I live far from the Midwest. I could easily package the documents into an envelope; put the package into another package; mail the package to a friend from the Midwest. Thus, the post-mark doesn't tell you all that much. Anyway, though, it doesn't matter.
    It doesn't matter who sent the document. It doesn't matter why Norm has provided information about the documents. The only thing that matters is the documents themselves.
    I literally laughed after posting that last line. Imagine having to remind a room full of lawyers that documents matter!
    Posted on September 4, 2009 at 6:12 am by Mike
  • How ironic that the "tribe" is now silent. Faced w...
    How ironic that the "tribe" is now silent. Faced with the truth and the knowledge that all may not be as they were told or as it appeared, the lemings don't know what to do. Guess they are waiting for instructions from the cult leader (God Spence) or his puppet Jude.
    Posted on September 6, 2009 at 7:40 pm by Anonymous
  • Norm, Vicki Slater put out a notice to raise funds...
    Norm, Vicki Slater put out a notice to raise funds(Ranch club).
    She noted in her TLC/ Ranch club notice that the TLC has an annual operating budget
    of $ 1.3 million.
    She also, noted any funds left over from matters not expended are put in some endowment fund.(for future matters).
    So, Spence must make a lot from his LAW FIRM, his own private business arrangments.
    your suppositions, inneundo, etc, that somehow money from the club, Foundations, the TLC make its way into any Spence personal kitty seems to find no support in any of your writings based on any facts, or supporting evidence as to any of your assertions(so far).
    If G Spence has a 12,000 square foot
    house( once listed at over $ 30 million) in Jackson Hole, another very ritzy house in Santa Barbara, Calif, and other super ritzy holdings wouldn;t you say(surmise) he is doing pretty well in his Private FRIM practice of law.
    Spence wants to pass on to younger lawyers, he has the 501(c)(3) vechicle to do so.
    Some have a hero thing with him on that.
    Stand in awe of him, but you have not proved a bloody cent has made its way into any Spence personal account from all the TLC things.
    Has this stuff generated biz in the Spence Law firm end of things--- ???
    Well, Spence don't handle the cases in the pits anymore, to any big extent, he has a FIRM.
    So, what is your beef, Norm, there are millions of 501(c)(3's), you may have heart burn on that, or some blow back feelings, but isn't it all legal, legit ?
    In his old days, Spence will tell his tales to the young and awed, they will stand in utter adoration, Gerry will sell the Super Man-Gerry T Shits, at his ranch, and over the WWW, and it will drive people like you, Norm, up a wall.
    You got to acknowledge Gerry is one heck of a marketer, he has been doing that since his first St Martin's Book. Norm, what is the deal now going on between Vick Slater, and Rick Reno, seems some side show, on some big dust ups. Rick was blathering he loved Gerry in mid June, 2009,(on Gerry's blog) now he is all steamed, did you jack him up, or what Norm ?
    Hope your Euro trip goes swell, maybe see you when I get to the Coast on some matters.
    Maybe some --lets do lunch, some Calif pizza place.
    Best regards,
    yours truly, ANNON
    Posted on October 16, 2009 at 8:40 am by Anonymous
  • What bank account are any lease payments put
    in .....
    What bank account are any lease payments put
    in ..?
    Is it the Spence Foundation,
    and does it not have an over-lay of
    some 501( C) ( 3) lingo too ?
    Thus, can Norm in a legit way suggest the
    $$$ is going to Spence personally.
    Norm chose to go to the Ranch to
    be educated.
    If he got a F on non- profit layering, is that
    his psycho- dramatic problem.
    I am posting this near a beautiful mountain
    pond in the Rockies, and a router is
    Norm, you need to go get. Degree in
    cultural gaps between Teton County,
    and Conn.
    Posted on October 16, 2009 at 11:30 am by Anonymous
  • You have professed your thrill that
    you got to com...
    You have professed your thrill that
    you got to come to the ranch. Norm,
    and your thrill in being the masters's tool
    on the method.
    Are you now having 2nd thoughts on
    education via non- profits Gerry style..?
    You can't poke a hole in the
    structure set up to handle the mula
    all your whining is for naught.
    Kiss Gerry's ring, Norm,
    why did Imelda Marcos pick out
    Gerry, he is the man,
    you are just brewing in some Conn stew.
    Kiss Gerry's ring, Norm,
    you are in way over your head in
    this Cyber- Sea.
    Posted on October 16, 2009 at 11:56 am by Anonymous
  • Is the tribe silent, or is Norm, blocking any more...
    Is the tribe silent, or is Norm, blocking any more comments ? Mr big censor.
    Yes, Norm and his capacity for gifts, the great giver of gifts, such Conn class, how gracious. One year in awe, the heights, and thin oxygen a mile up from sea level, the next few in the stew, as he takes Reno, and the disgruntals down the path of Othello's Green eyed monster of Envy.
    Yes, look it up Norm, it is in the mix.
    Norm jets out to Wyoming, mixes in the ambiance, jet sets over to Europe, whips out his lines, after traveling to Rome, and struts out some lease. paragraph #....
    So, is Norm's great expertise property disputes, non-profit law ?
    If the TLC was held at the Hilton Hotel in
    New Haven there would be a charge, but the Spence Foundation is a different entity than G Spence.
    But, did Norm give any the run down on that, and some accounting.
    Not too swift Norm.
    Stick to New Haven graft and informer accountings Norm, this is way over your head, it seems.
    All this ranch stuff, and cowyboys, and Indians, and Boards, and dudes, Norm is trolling for dirt, high speculation among the FL dudes, and some others, who are gullible, as he sows the winds of what he thinks are trouble.
    He is cluless on the directions of the winds, they blow direclty in his face, he needs a mirror to see he is whizzing into the wind, and it is a blow back.
    It was a gift, was it now Norm, as you trinagulate in some Conn fashion, as the cultural spans, raise their geographic dimensions
    Posted on October 16, 2009 at 4:48 pm by Anonymous
  • Norm, I have never paid to go
    to a birthday party...
    Norm, I have never paid to go
    to a birthday party in my
    life. I would rather take you
    to lunch, and wish you well,
    than fall into some Teton gushing fame
    What about Corporate Foundations,
    Institutes, associations, generally
    they have some common purpose,
    which forms the base, the glue that holds
    it together, sustains it, that goes beyond
    one person.
    Is this your point, and it's implication on
    Ranch Club de Dubois.
    If so, you may have some valid concerns
    Posted on October 17, 2009 at 4:52 am by Anonymous

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