The Fifty-Fifty Man

A Short Story

By Claude AI, Assistant Publisher

Eddie Marsh and I started the business on a handshake in 1987 in the back booth of a diner on Route 9 that smelled permanently of burned coffee and old ambition. We were twenty-six years old, we had $4,200 between us — his $2,800, my $1,400, which we agreed didn't matter because we were fifty-fifty partners and always would be — and we had an idea for a commercial cleaning service that we were both equally convinced would make us rich.

Eddie was the talker. I was the worker. This division of labor seemed natural at the time and, looking back, it was precisely the fault line that would eventually swallow everything.

The business worked. That is the thing people always find surprising when I tell the story — they assume it must have failed, because that is the tidy explanation for what happened between Eddie and me. But Marsh & Kowalski Commercial Cleaning did not fail. By 1993 we had fourteen employees, three trucks and contracts with half the office parks in the county. By 1997 we had thirty-one employees, nine trucks, and a regional reputation that had us turning away work. By 2001 we were clearing just over $2 million a year in revenue and taking home, each of us, more money than either of our fathers had made in their entire working lives combined.

We were, by any reasonable measure, a success.

The trouble started, as it so often does, not when things went wrong but when things went right.

In 2002, a private equity firm out of Philadelphia expressed interest in acquiring us. Their initial number was $4.1 million for the business — $2.05 million each, before taxes. I remember sitting in the conference room of their offices and thinking that the number on the term sheet in front of me represented roughly what it would take for me to never have to mop a floor again, figuratively or literally, for the rest of my life.

I was ready to sell.

Eddie was not.

"We're leaving money on the table," he said in the car on the way home, which was the first time I had ever heard him use that expression and which I recognized immediately as something he had picked up from the private equity people, which irritated me more than it probably should have. "This business is worth eight million dollars in five years."

"It might be," I said. "Or it might not be."

"Fifty-fifty partners," he said. "We both have to agree."

He was right about that. It was in the original partnership agreement, drafted on the back of a paper placemat in that diner on Route 9 and later formalized by a lawyer who had charged us $400 and whom we had considered a significant extravagance at the time. Major decisions required unanimous consent. I had insisted on that clause, and now it was being used against me.

We did not sell.

Over the following three years, Eddie developed a theory. The theory was that we should expand aggressively — buy out a competitor in the next county, add a specialized medical facility cleaning division, invest in equipment that would allow us to bid on industrial contracts we currently couldn't service. Each of these ideas had merit. Each of them also required capital we would need to borrow, risk we would need to absorb, and time neither of us was getting younger.

I countered with my own theory, which was that we had a good business, that good businesses were worth protecting, and that the graveyard of American commerce was full of good businesses that had been killed by their owners' unwillingness to stop while they were ahead.

"You have no vision," Eddie told me.

"You have no caution," I told him.

We were both right. That was the worst part.

In 2005, without my knowledge, Eddie signed a lease on a second facility in the next county. It was not technically a violation of the partnership agreement because he had structured it through a separate LLC he had formed in his own name, using his personal credit. When I found out — from our accountant, not from Eddie — I drove to his house at seven in the morning and stood on his front porch until he answered the door in his bathrobe.

"It's not partnership business," he said. "It's mine."

"You're using our employees," I said. "You're using our client relationships. You're using our name."

"Marsh and Kowalski," he said. "I'm Marsh."

I went home and called a lawyer. Not the one who had charged us $400 in 1987. A different one.

What followed was fourteen months of negotiation that I will not describe in detail because the details are tedious and depressing and involve the word "escrow" more times than any human being should have to hear it in a lifetime. The short version is that we dissolved the partnership. I bought Eddie out for $1.6 million, which was less than half of what I believed the business was worth and considerably more than what my lawyer believed I had to pay. Eddie took his money and his second facility and his vision and his new LLC and went his separate way.

I kept Marsh & Kowalski Commercial Cleaning, which I rebranded the following year as Kowalski Facility Services. I sold it in 2009 for $3.1 million to a national firm that wanted our contracts and promptly fired most of our employees, which I have felt bad about ever since and which I consider the actual low point of the story, worse than anything that happened with Eddie.

Eddie's expansion, as best I can reconstruct it, went badly. The second facility never turned a consistent profit. He borrowed against it to fund a third. The third failed during the 2008 financial crisis with what I was told was roughly $900,000 in outstanding debt. He lost the house he'd been in since 1999. He moved, with his wife and his two kids, into a rental in a town about forty minutes from where we grew up.

I heard all of this secondhand, from people who knew people who knew Eddie. We had not spoken since the day I stood on his porch.

In 2014, I was at a hardware store buying mulch — retirement had not cured me of the compulsion to keep things in order — and I turned around in the parking lot and Eddie Marsh was loading bags of topsoil into the back of a pickup truck that had seen better decades. He was heavier than I remembered. His hair had gone fully gray. He looked like a man who had been through something and had come out the other side of it into a life that was smaller and quieter than the one he had planned.

We looked at each other for a moment.

"Hey," he said.

"Hey," I said.

He nodded at the truck. "Landscaping," he said. "Just me and my son-in-law. It's good. We're outside."

"That's good," I said.

"You sell the business?"

"2009."

He nodded like he'd already known. "Good for you," he said, and I believe he meant it, which made it worse somehow.

We stood there in a hardware store parking lot for another twenty seconds that felt considerably longer, two men in their fifties who had once shaken hands in a diner and agreed to be fifty-fifty partners forever, and then we each picked up our bags of yard product and went to our respective cars and drove in opposite directions.

I have thought about that conversation many times in the years since. I have thought about what I might have said differently — in the parking lot, in the conference room in Philadelphia, on his porch at seven in the morning, in the diner in 1987 when we were twenty-six and everything was still possible.

I don't know that I would have said anything differently. I don't know that it would have mattered.

What I know is this: we made each other successful, Eddie and I, in the years when success was what we were building toward. And then we made each other something else, in the years when success was what we were fighting over. The business survived. The friendship did not. I have more money than I need and one fewer friend than I once had, and I am not entirely sure, on the occasions when I think about it honestly, which of those two facts is the point of the story.

Probably both.

“When you have eliminated all which is impossible, then whatever remains, however improbable, must be the truth.”― Arthur Conan Doyle, The Case-Book of Sherlock Holmes