Co-Founders

Email — May 18, 2019

From: Ethan Park e.park@mit.edu

To: Marcus Reed m.reed@uchicago.edu

Subject: That panel on “boring companies”

Marcus,

You were the only one there who didn’t look half-asleep while the VC circled the words workflow automation fifty times.

I’m the guy who asked about small-business accounting. You rolled your eyes at the moderator at the exact same moment I did. It felt like some kind of sign, or maybe just mutual irritation.

You mentioned you’d done a class project on automating paperwork for your dad’s auto shops. I’ve been hacking together scripts for my uncle’s dry cleaners in Queens. I keep thinking there’s a real company hiding in that mess of receipts.

If you’re still in town tonight, want to grab a drink and complain about everything we just paid tuition to hear? I promise not to pitch you anything. Yet.

—Ethan

~~~

Email — May 18, 2019

From: Marcus Reed m.reed@uchicago.edu

To: Ethan Park e.park@mit.edu

Subject: Re: That panel on “boring companies”

Ethan,

You mean the panel where the VC said value proposition like it was a drum he was paid to hit? Hard to forget.

Yeah, I remember you. You’re the only person I’ve met this week who got excited about invoice reconciliation. I’m unsettled by how much I respected that.

Drink sounds good. Marriott lobby bar, 9 p.m. I’ll be the one in the suit that doesn’t quite fit, pretending to read the Financial Times and actually scrolling Twitter.

We can compare notes on whose relatives hoard the most receipts. Absolutely no pitching. If you try, I reserve the right to make you buy the next round.

—Marcus

~~~

Text thread — May 19, 2019

Ethan: good luck surviving the last day of the convention

Marcus: You too, fellow spreadsheet romantic

Ethan: been thinking about that dashboard idea

Marcus: same

Ethan: I keep seeing my uncle’s face when he says “I just want to know what’s going on”

Marcus: My dad says the exact same thing. But with more swearing

Ethan: so we build something that tells them

Marcus: You serious?

Ethan: serious enough that I mentally quit my internship twice last night

Marcus: bold strategy, park

Ethan: the product is real enough in my head that it’s hard to focus on anything else

Marcus: I fly to New York next month. Two days. Whiteboard. We decide if this is a company or just conference adrenaline

Ethan: deal

~~~

Email — August 2, 2020

From: Ethan Park ethan@ledgerline.co

To: Marcus Reed marcus@ledgerline.co

Subject: Resignation drafts

Marcus,

I attached the letter. Writing “I resign from Bain” felt like unplugging myself from a life support machine that might not have been plugged into anything.

Our prototype works. Uncle Jae managed to run payroll without calling me six times. That has never happened in the history of his business.

But this is still a leap. No salary, no brand name, no path that anyone outside this email would call safe.

Tell me again that we’re not insane. Or tell me we are and we’re doing it anyway.

—Ethan

Attachment: Ethan_Resignation_Draft.docx

~~~

Email — August 2, 2020

From: Marcus Reed marcus@ledgerline.co

To: Ethan Park ethan@ledgerline.co

Subject: Re: Resignation drafts

E,

I read your letter hiding in a conference room that smells like stale coffee. While the printer wheezed, I printed my own resignation and signed it. HR auto-confirmed in under a minute. Years of “career planning” ended with a generic PDF.

We have a product that people use, a landlord willing to ignore whatever is going on with the wiring in that office, and three customers who pay us real money to deal with their chaos. This is as rational as it gets.

Wire your 15k tonight. I’ll wire mine. Fifty-fifty co-founders, no vesting cliffs, no “special” shares. If we’re wrong, we’re wrong together.

We tell our parents this weekend and brace for impact.

Let’s build the thing.

—Marcus

~~~

Slack — #founders — March 10, 2021

Marcus: Seed term sheet signed. 1.8M wired next week.

Ethan: please confirm this is not a typo

Marcus: I double-checked the zeros

Ethan: we just sold 20% of our anxiety for actual cash

Marcus: You’re the one who argued for a lean option pool

Ethan: because i like hiring slowly

Marcus: Well, slowly starts Monday. When we actually pay ourselves something that is almost a salary

Ethan: feels illegal

Marcus: It’s called payroll. We should probably build an integration

~~~

Investor update — December 5, 2021

From: Marcus Reed marcus@ledgerline.co

To: Seed Investor List

Subject: Ledgerline Q4 Update

Highlights:

— MRR up 36% quarter-over-quarter, driven by multi-location retailers.

— Onboarding time cut from 12 days to 5 after Ethan rebuilt the data ingestion stack.

— Zero logo churn this quarter. Ethan insists this is “statistically suspicious.” I’m choosing to interpret it as delight.

Challenges:

— Still missing senior finance leadership. Candidates politely say they’d like something “less founder-dependent.” We’re working on that.

Thanks for backing us while we try to give small businesses a financial view that doesn’t require aspirin.

—Marcus

~~~

Email — February 14, 2022

From: Ethan Park ethan@ledgerline.co

To: Marcus Reed marcus@ledgerline.co

Subject: Titles, decisions, ghosts

Marcus,

I tried to bring this up in person, but every time I walk toward your office I see three people already waiting. So: email.

The CFO search feels like we’re hoping to hire an adult to stand between us. Candidates ask, “Who’s really in charge?” and we give a cute answer about “shared leadership.” But on paper you’re CEO. In the office, people show up at my desk with anything involving product or “culture.”

I’m not asking for a different title. I’m asking for clarity I can explain without sounding like I’m improvising. Who decides when product risk is worth sales risk? Who has final say when fundraising terms touch roadmap? Right now it feels like we both assume the other will blink first.

Could we block a real conversation? Two hours. Whiteboard. No decks. Just the truth and maybe some bad markers.

—Ethan

~~~

Email — February 14, 2022

From: Marcus Reed marcus@ledgerline.co

To: Ethan Park ethan@ledgerline.co

Subject: Re: Titles, decisions, ghosts

E,

You’re not wrong. I’ve been duct-taping this in my head with jokes and “we’ll figure it out later.”

I took the CEO title because investors wanted one name. It wasn’t meant to demote you to “technical founder” or whatever phrase makes my skin crawl.

You own product and engineering. I own sales and fundraising. Nobody owns the space where those collide. That’s where the resentment hangs out.

Two hours tomorrow. We walk out with veto rights, decision areas, and something we can email the board without sounding like we’re in couples therapy.

—M

~~~

Internal recording — Founders meeting, February 15, 2022. Location: “Ledger Lab” conference room.

Marcus: Okay, recorder’s on. Your idea.

Ethan: Our memories keep arguing with each other. This makes one of them official.

Marcus: Fine. CEO: me. CTO: you. We agree?

Ethan: With veto over technical decisions and engineering hires.

Marcus: I get veto over fundraising terms and senior go-to-market hires.

Ethan: Equal salary. Equal equity.

Marcus: Vesting continues. If one of us leaves, the other gets first shot at the shares.

Ethan: Leaving as in “chooses to leave,” not “nudged out by a board process one of us organized in private.”

Marcus: You really had to phrase it like that.

Ethan: I want the recorder to hear it.

Marcus: Then let it hear this: I don’t want to run this without you. I can sell, but I can’t build what you build.

[Silence.]

Ethan: Okay. That’s on the record.

~~~

Email — July 3, 2023

From: Marcus Reed marcus@ledgerline.co

To: Board of Directors

Subject: Strategic option — Tallspire Capital

Confidential — Board Only

Attached is a draft term sheet from Tallspire Capital for a $25M Series B at a flat valuation. The catch: aggressive performance ratchets that give them additional control if we miss plan two quarters in a row.

I don’t love these terms. I do think they might be necessary, given the newer entrants spending heavily in our space. Ethan is skeptical, particularly about the control provisions. I respect his concerns; he cares deeply about product autonomy.

My suggestion: let’s align in executive session first, then loop Ethan in once we have clear boundaries. I don’t want him spooked by options we’re unlikely to accept.

—Marcus

~~~

Email — July 12, 2023 (accidentally forwarded)

From: Marcus Reed marcus@ledgerline.co

To: Partners, Tallspire Capital

Cc: Board of Directors

Subject: Re: Follow-up

Understood on needing a more “streamlined” leadership structure post-investment.

Off the record: Ethan is brilliant but cautious, and he struggles to separate his identity from the product. If necessary, I’m prepared to transition him into a “Founder, Emeritus” role over the next 12–18 months. I believe I can manage that process with minimal disruption.

—Marcus

Auto-forwarded copy to: ethan@ledgerline.co

~~~

Text thread — July 12, 2023

Ethan: nice email

Marcus: We should talk in person

Ethan: “I’m prepared to transition him.” That’s how you talk about me now?

Marcus: That was meant for investors, not for you

Ethan: cc’ing the board is a strange definition of private

Marcus: I’m trying to keep them calm. The market is rough. They need to know we’re flexible

Ethan: flexible meaning i’m removable

Marcus: Everyone is removable. That’s kind of the point of governance

Ethan: when we started this you said you didn’t want to run it without me

Marcus: And I meant it. I still do. But if Tallspire walks, we may not have a company for either of us to run

Ethan: so your solution is to promise them a future where i’m optional

Marcus: It was a worst-case scenario, not a plan

Ethan: “I’m prepared” sounds like a plan

Internal recording — Rooftop, Ledgerline HQ, July 13, 2023.

Ethan: Recorder’s on.

Marcus: I miss when that sentence meant we were excited, not suspicious.

Ethan: Say it to me, not just to Tallspire. Say, “I’m prepared to transition you out.”

Marcus: I’m prepared to do what keeps the company alive.

Ethan: There. That.

Marcus: You’re twisting this. I’m not plotting a coup. I’m negotiating. If they think we’re sentimental about titles, they’ll squeeze us harder.

Ethan: You didn’t write “we.” You wrote “I.”

Marcus: Because I’m the one in those rooms. I’m the one they call.

Ethan: By design. You insisted on being CEO.

Marcus: You agreed.

Ethan: I agreed to trust you. That isn’t the same thing.

[Wind across the mic.]

Ethan: I want something in writing: you don’t move to remove me without my consent unless the board votes unanimously.

Marcus: That’s not how these documents work.

Ethan: Then we have a bigger problem than Tallspire.

~~~

Legal notice — January 22, 2025

From: Tallspire Capital Legal

To: Board of Directors, Ledgerline, Inc.

Subject: Notice of Default

Per Section 3.4(b) of the Strategic Financing Agreement, Q4 2024 revenue must reach at least 80% of target. Reported revenue of $3.1M represents 62%.

Tallspire Capital hereby exercises its right under Section 7.2(a) to appoint an independent board chair and call for a vote on executive leadership restructuring.

Board meeting — Special Session, February 3, 2025. Location: Ledgerline boardroom.

Chair: Item one: consideration of a motion to reassign Ethan Park from Chief Technology Officer to “Founder, Emeritus” with an advisory agreement. Mr. Park, you requested to address the board.

Ethan: Yes. One question before you vote.

Chair: Go ahead.

Ethan: Marcus, did you share the email from Lattice Ventures offering to lead a Series B on cleaner terms?

Marcus: That was never a firm offer.

Ethan: They wrote, “We are prepared to issue a term sheet this week,” eight days before we signed with Tallspire. You didn’t forward it.

Chair: Mr. Reed?

Marcus: Lattice was moving slowly. We had payroll to meet. Tallspire was willing to sign and wire fast. I made a call.

Ethan: You made the call that favored the investor who wanted me out, then emailed them that you were “prepared to transition” me. The board never saw that part.

Board Member 2: Is that accurate, Marcus?

Marcus: I didn’t think it was material.

Ethan: I did.

Chair: The board will proceed to vote.

[End of excerpt.]

~~~

Caption — Superior Court of the State of California, County of San Francisco.

ETHAN PARK, an individual, Plaintiff, v. MARCUS REED, an individual, TALLSPIRE CAPITAL MANAGEMENT, L.P., and DOES 1 through 20, inclusive, Defendants.

Case No. CGC-25-617482

Deposition — Ethan Park, September 9, 2026.

Plaintiff’s Attorney: Mr. Park, when did you realize your partnership with Mr. Reed was no longer what it had been?

Ethan: There wasn’t one dramatic explosion. It was more like discovering that the floor had been sinking a millimeter at a time.

Attorney: Can you point to a particular moment?

Ethan: The rooftop conversation in July 2023. Hearing him say out loud that he was “prepared” to move me aside. Before that, I could pretend the emails were just posturing. After that, I couldn’t.

Attorney: Did you tell him how that made you feel?

Ethan: I asked for protection in writing. That’s the stage where you start lawyering your friendship.

Attorney: What protection?

Ethan: That he wouldn’t move to remove me without my consent unless the board voted unanimously.

Attorney: Did he agree?

Ethan: He said, “That’s not how these documents work.” He was right. I just didn’t realize the documents were more real than the promises.

Deposition — Marcus Reed, September 10, 2026.

Defense Attorney: Mr. Reed, did you intend to harm Mr. Park when you wrote the July 12, 2023 email to Tallspire?

Marcus: No. I intended to keep the company funded.

Attorney: Did you consider how that email would look if Mr. Park read it?

Marcus: If I had, I would’ve written it differently.

Attorney: Differently in what way?

Marcus: Softer. Less direct about the fact that I’d let myself imagine Ledgerline without him.

Attorney: Why didn’t you tell him that directly?

Marcus: We had this story about ourselves, that we handled disagreements “professionally.” So we moved the real conflict into inboxes and board decks.

Attorney: Looking back, do you think you betrayed him?

Marcus: I think I treated him like a risk, not a partner. That’s a kind of betrayal.

~~~

Text thread — April 2, 2028.

Ethan: settlement docs signed

Marcus: My lawyer just called. Same news

Ethan: you get ledgerline. i get a check and a clause that says i stop talking about ledgerline

Marcus: You also get to build something that doesn’t have me in the cap table

Ethan: who says i want to build anything

Marcus: You won’t sit still for long

Ethan: please don’t forecast my life again. your record there isn’t great

[Typing…]

Marcus: I reread our first convention emails last night. Discovery dropped them in my lap

Ethan: how nostalgic of you

Marcus: You wrote, “Tell me again that we’re not insane. Or tell me we are and we’re doing it anyway.”

Ethan: sounds like me

Marcus: We did it anyway. Some of it worked

Ethan: if you text me a graph of MRR i swear to god

Marcus: Just saying: the product’s still live. Jae’s dry cleaner is still using it. My dad still complains about the fonts and still logs in every week

Ethan: that’s good

Marcus: I’m sorry, Ethan

Ethan: i know

~~~

Draft — unsent. April 3, 2028. Local file: Ethan Park.

Subject: ——

Marcus,

I almost texted you back last night. Instead, I’m writing this where it can sit without going anywhere. That feels closer to the truth of where we are.

You told a court you treated me like a risk. I told a court I trusted documents more than you. Both are accurate. Neither is the whole thing.

There’s the part where your card covered my drink when mine bounced at that hotel bar.

The part where you flew red-eye to Queens when Uncle Jae’s server crashed and sat on the floor of the laundromat folding towels while I fixed it.

The part where we watched the first payroll file process and you stayed on the office couch until the deposits hit, as if the money might change its mind.

None of that made it into the record. It doesn’t erase Tallspire, or the emails, or the way you picked an investor who was already picturing me off the org chart. It doesn’t erase that I answered with a lawsuit.

We started out as two guys who thought “fifty-fifty” meant we’d always be on the same side of the table. We ended up taking oaths and speaking into microphones from opposite desks. Both stories are true.

I’m not ready to see you. Maybe I never will be.

If I ever walk past a shop with our sticker on the door, I hope I can feel more than bitterness. I hope you can too.

—Ethan

[Draft closed without sending.]