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Chapter 2 - Independent Counsel

The attorney’s office was above a dental clinic.

Camila found that reassuring.

Nothing about the building suggested romance, ambition, or restaurant openings.

It smelled faintly of disinfectant and coffee.

The attorney, Priya Shah, read the documents twice before speaking.

“You did not sign any of these?”

“No.”

“Good.”

Camila sat across from her.

Priya tapped the page.

“This document would convert the operating company into a structure where Jordan holds all voting equity.”

“And me?”

“You would receive employment compensation and a potential profit-sharing bonus.”

“Potential?”

“Discretionary.”

Camila laughed.

“That sounds generous.”

Priya did not smile.

“It is not ownership.”

Camila nodded.

“I know.”

“Do you have the original agreement?”

“Yes.”

She handed over a folder.

The early agreement was not elegant.

It had been drafted when Camila and Jordan were still using borrowed kitchen equipment and meeting landlords after their day jobs.

But it was signed.

Equal capital contributions were not required because contributions were recorded by category.

Jordan had provided more cash initially.

Camila had provided less cash but substantial additional labor, intellectual property, menu development, vendor relationships, and later cash injections.

The ownership split was fifty-fifty.

Priya read slowly.

“This is helpful.”

“Helpful how?”

“It establishes intent.”

“Does it establish ownership?”

“It may.”

Camila leaned forward.

“May?”

Priya nodded.

“Depends on how the entity was actually formed, what later documents were executed, tax filings, membership records, capital accounts, and whether you both observed this agreement in practice.”

Camila felt anger rise.

“We did.”

“Then we document that.”

“How?”

“Bank transfers. Emails. Tax returns. account statements. Any distributions. Any internal references to you as co-owner. Insurance. Licenses. Lease guarantees. Supplier contracts.”

Camila almost laughed.

“My name is everywhere.”

“Good.”

“Except apparently where Jordan wants investors to look.”

Priya closed the file.

“Did you know there were outside investors?”

“I knew they were discussing capital for expansion.”

“Did you authorize Jordan to negotiate alone?”

“Not ownership.”

“Do you have a partnership agreement requiring consent for transfer or restructuring?”

Camila pointed at the old document.

Priya read another page.

“Yes.”

“What?”

Priya turned it around.

Major ownership changes required written consent from both partners.

Camila stared at the clause.

The words were plain.

“How could he think I would sign the new version?”

Priya looked at her.

“That is not a legal question.”

Camila sat back.

“No.”

“Do you want to remain partners?”

Camila swallowed.

“I don’t know.”

“Do you want to remain romantically involved?”

Camila almost laughed.

“I came here because I thought business was the emergency.”

“It is.”

“Then why does that matter?”

“Because you need to separate the decisions.”

Camila looked at her.

Priya continued.

“You can decide whether to remain in business with someone you no longer date. You can also decide whether to date someone you no longer trust with business. Those are different questions.”

Camila rubbed her palms over her knees.

“I hate that.”

“Most people do.”

Priya asked for access to the company records.

Camila had it.

Jordan had never removed her from the accounting system.

Not yet.

They reviewed expenses.

One item stood out.

A legal invoice paid six weeks earlier.

Camila recognized the firm name from the ownership packet.

“Company funds paid for this.”

Priya nodded.

“Looks like it.”

“So I helped pay a lawyer to remove me.”

“That is one interpretation.”

Camila stared at the screen.

Another expense.

Investor dinner.

Another.

Valuation report.

Then a payment marked “strategic consulting.”

Priya pointed.

“Do you know this firm?”

“No.”

“Find out.”

Camila sent herself the invoice.

Her phone buzzed.

Jordan.

Are you at the lawyer?

Camila ignored it.

A second message.

I want to send you everything before Victor’s meeting.

She showed Priya.

“Do I answer?”

“If you want.”

Camila typed.

Send all investor communications, drafts, legal correspondence, cap table versions, and anything provided to Victor’s group. Do not delete or alter anything.

Jordan replied almost immediately.

Okay.

Then:

Can we talk tonight?

Camila looked at Priya.

“This is the part where I want to say something cruel.”

“You are allowed to draft it and not send it.”

Camila smiled for the first time.

She typed:

After I review the records.

She sent that.

Priya asked, “When is the funding meeting?”

“Monday.”

“Today is Friday.”

“Yes.”

“Then we have a weekend.”

Camila almost laughed.

“Restaurants don’t have weekends.”

“Lawyers don’t either when clients bring us emergencies on Friday.”

They spent another hour identifying documents.

By the time Camila left, she had a checklist and a headache.

Jordan was waiting outside.

He leaned against his car.

Camila stopped.

“I told you I’d talk after I review the records.”

“I know.”

“Then why are you here?”

“I wanted to give you this.”

He held out a flash drive.

Camila did not take it.

“What is it?”

“Everything I have.”

“Why not email it?”

“Some files are large.”

She looked at him.

He looked terrible.

No sleep.

No polished restaurant charm.

Just Jordan.

“I also called Victor,” he said.

Camila’s stomach tightened.

“What did you tell him?”

“That we’re delaying the restructuring.”

“You told him we?”

“I told him I had not obtained your consent.”

Camila stared.

“And?”

“He said the investment is off unless we solve governance.”

Her chest tightened.

The restaurant needed capital.

Not for survival this month.

But for the expansion Jordan had been pushing.

A second location could double revenue.

It could also double risk.

“What did you say?”

“I said then the investment is off.”

Camila blinked.

She had not expected that.

Jordan continued.

“I should have said it six weeks ago.”

“Yes.”

“I know.”

He extended the drive again.

This time she took it.

“What’s on it?”

“Emails. Drafts. Notes. The lawyer’s memos. Victor’s comments.”

“All of them?”

“Yes.”

“You deleted nothing?”

“No.”

“You forwarded nothing to a private account?”

“No.”

Camila looked at him.

She wanted to believe him.

That was the problem.

Jordan said, “I also asked the law firm to stop work.”

“Using whose authority?”

He closed his eyes.

“Mine.”

“That’s the problem.”

“I know.”

“No. You keep saying that after making another decision alone.”

His face tightened.

“What should I have done?”

“Asked me.”

“Before stopping the restructuring?”

“Yes.”

“You wanted it stopped.”

“That is not the point.”

Jordan stared at her.

Then he laughed once, bitterly.

“Okay.”

Camila folded her arms.

“What?”

“I finally hear it.”

“What?”

“You’re not only angry about the outcome.”

“No.”

“You’re angry because I kept deciding what you would want and then using that as permission.”

Camila felt something loosen.

Not forgiveness.

Recognition.

“Yes.”

Jordan nodded.

“I’m sorry.”

She looked away.

Cars moved through the parking lot.

A delivery truck backed toward the pharmacy next door.

Jordan continued.

“I wanted the second location.”

“I know.”

“I thought Victor’s money was the only way.”

“Why?”

“Because the bank won’t lend enough without more collateral.”

Camila looked at him.

“What collateral?”

He hesitated.

There it was again.

“What?”

Jordan rubbed his face.

“I used my condo.”

Camila stared.

“As security?”

“For the existing business line.”

“When?”

“Eight months ago.”

Camila’s pulse jumped.

“Did I sign anything?”

“No.”

“Did the company?”

“Yes.”

“Was board consent required?”

He looked down.

Camila’s voice went quiet.

“Jordan.”

“The accountant said technically no because it was my personal asset supporting company debt.”

“That is not what I asked.”

“No. Your signature wasn’t required.”

“Did you tell me?”

“No.”

Camila looked at him.

A second hidden room.

Not ownership.

Debt.

“Why?”

“I didn’t want you to worry.”

She laughed.

Jordan closed his eyes.

“I know how that sounds.”

“You knew how it sounded when you did it.”

“No. I thought I was protecting us.”

“Stop using that word.”

He looked at her.

“Protecting means giving someone safety. You keep using it to mean removing information.”

Jordan said nothing.

Camila gripped the flash drive.

“How much debt?”

“Two hundred and forty thousand on the business line.”

She went still.

“What?”

“It funded the patio build, equipment replacement, and payroll during the slow quarter.”

“I know what those cost.”

“I know.”

“Those don’t total two hundred and forty.”

Jordan looked away.

Camila felt cold.

“What else?”

“Design deposits for the second location.”

Camila closed her eyes.

He had started spending toward expansion before ownership restructuring was settled.

“How much?”

“Seventy-eight.”

“Nonrefundable?”

“Some.”

Camila breathed slowly.

Priya’s office door opened behind them.

She stepped outside.

“Camila?”

Camila turned.

Priya saw Jordan.

“Mr. Reyes?”

Jordan straightened.

“Yes.”

Priya looked at Camila.

“Do you want me here?”

Camila considered.

“Yes.”

Jordan looked surprised.

Priya walked closer.

Camila held up the flash drive.

“He says this contains the investor and legal records.”

Priya nodded.

“Thank you.”

Jordan said, “I’m not trying to hide anything now.”

Priya’s expression stayed neutral.

“Then preserving documents is useful.”

Camila looked at Jordan.

“You also need your own attorney.”

“I have one.”

“The firm that drafted these?”

“Yes.”

Priya looked at him.

“That firm may have a conflict if it represented the company while restructuring ownership between founders.”

Jordan frowned.

Camila felt another twist.

“Did they represent you or the restaurant?”

Jordan hesitated.

“I thought both.”

Priya looked at Camila.

“We’ll need the engagement letter.”

Camila almost laughed.

The problem had just become larger.

Jordan said, “I’ll send it.”

Priya nodded.

Then she returned inside.

Jordan looked at Camila.

“I did love you last night.”

She stared at him.

“What?”

“The proposal. It wasn’t fake.”

“I didn’t say it was.”

“You think it was manipulation.”

“I think you used love as reassurance around a decision you knew would hurt me.”

Jordan’s eyes filled.

Camila continued.

“That doesn’t mean you didn’t love me.”

“Then what does it mean?”

“That love didn’t stop you.”

He looked down.

That sentence stayed between them.

Camila put the flash drive in her bag.

“I’m going to the restaurant.”

“Can I come?”

“You work there.”

He almost smiled.

The answer was not romantic.

That was intentional.

At the restaurant, Mateo met Camila by the kitchen.

“You okay?”

“No.”

“Jordan?”

“Yes.”

“Business?”

“Yes.”

Mateo nodded.

“I’m going to pretend I know nothing.”

“Good.”

He handed her an order sheet.

“Supplier raised lamb prices.”

Camila looked at it.

The ordinary problem felt almost comforting.

She adjusted two quantities.

Then Jordan entered through the back door.

The kitchen staff looked up.

Only for a second.

Then everyone returned to work.

Camila realized something important.

The restaurant was bigger than their relationship.

It had employees.

Vendors.

Customers.

Obligations.

Whatever happened between her and Jordan, they could not burn the place down to prove who was hurt more.

She walked toward him.

“We need rules.”

He nodded.

“What kind?”

“Until the ownership issue is resolved, neither of us signs financing, investor, expansion, or ownership documents without written consent from the other.”

“Agreed.”

“No spending over five thousand outside normal operations without both approvals.”

“Agreed.”

“No proposal.”

His face changed.

Camila held his eyes.

“Not now.”

He nodded slowly.

“Okay.”

“And no discussing our relationship during service.”

That almost made him smile.

“Also okay.”

Camila turned toward the kitchen.

Jordan said, “Camila.”

She stopped.

“I’m going to fix this.”

She looked back.

“No.”

He frowned.

May you like

“We are going to find out what can be fixed.”

That difference mattered.

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