Good Faith

I had never been to an open casket before. I didn’t realize this one was until I stepped forward.

There were white roses. Photographs from decades of Sundays in the kitchen. My father in several of them. Two men who built something that outlived them. When I saw him, I took a small step back. The rosary folded into his hands. A white rose clasped between his fingers. The makeup too light at the temples. It didn’t feel like him.

Later, a story was told about a beautiful night at the restaurant. My mother and I looked at each other. We remembered that night. We did not remember it beautifully. We didn’t say anything.

That was the first shift. Not in ownership. In alignment.

After the funeral, I didn’t argue. I traced. The corporation had been formed as a statutory close corporation in the 1990s. Small by design. No ready market for shares. Substantial participation. In Massachusetts, that structure carries a different weight. Good faith is not implied. It is required.

There were no dense bylaws to retreat into. Governance lived in the Articles. In precedent. In conduct. The property sat in trust. The corporation leased it. The lines had always been clean. Death blurs things. I separated them again.

Economic rights from control. Inheritance from authority. Grief from governance.

There were ambiguities. Language that could stretch if pulled hard enough. We did not pull. We paused. We waited. We read the documents the way they were meant to be read, not the way they could be exploited.

In close corporations, loyalty is structural. It protects the minority and restrains the majority. It demands restraint when no one is watching.

Agreement did not come quickly. Conversations circled fairness and control, what was written and what was meant. Some days felt procedural. Others felt personal.

Then his daughter asked the question I had been carrying since my father passed.

“What would my dad have wanted?”

I didn’t need time to consider it.

They had built the business the same way, shared exposure, shared risk, shared credit. When one carried more, the other adjusted. When one stumbled, the other closed the gap. Why would death rewrite that?