My Side of the Story
Years after our business partnership dissolved, I learned that Karen has been spreading lies about our partnership, why it fell apart, and in the process she's been making me out to be "the Devil incarnate" (as summarized by someone who's heard all the stories.) These are wedding photographers, and the wedding photography world isn't that large a place.
This is my side of the story. I hope it clears some of the issues up.
The DK Gallery
Karen and I met on a mailing list called Pronet (run by Ron Kramer). At the time my wife and I were creating children's portraits in Dalton, GA while Karen was photographing weddings in Atlanta. We corresponded for a bit and eventually started taking a serious look at joining forces.
Eventually we formed a partnership called The DK Gallery, and we rented space in Buckhead. We were warned that a partnership is a dangerous business structure when we had a lawyer draw up our operating agreement, but decided it made the most sense for us anyway. (Please note that I'm saying "partnership" because we owned equal shares in The DK Gallery and we were set set to require agreement on all decisions. We were actually incorporated...)
At first things went reasonably well. I donated some fairly well-worn leather couches to the endeavor which Karen and I dyed. I purchased some tables at the Rooms To Go located a quarter-mile away, brought in my Jobo for film processing, and we were in business. Karen had a body of work and the experience to get us up off the ground successfully (or so I thought) so I didn't mind contributing tangible items to the business. Additional equipment (like a Fotovix, our digital printer, darkroom and printer supplies, etc) was generally purchased by me; Karen had her old Bronica S2 equipment in the office as spares, and she brought her home computer to the office.
Our agreement for startup costs was fairly simple: we would each contribute half the cost of our expenses (rent being the big one), and a business check would then be written.
We placed an ad in a wedding magazine and in the phone book and were now officially in business. I had The DK Gallery as my primary job for 8 months or so (working temp jobs as they came up for income); after that point my wife and I moved to Macon so she could start medical school. For the next two years I commuted 87 miles each way to work in Atlanta so I was always within a half-hour or so if I was needed, though I did have a "real" job to pay expenses.
First Signs of Problems
There were some red flags that jumped up while we were together. At the time these were easy to ignore, but in hindsight they were indicative of much larger problems.
- Our first wedding together (done at cost) was for my wife's long-time friend and hairdresser Peggi. The experience ended up destroying that friendship, and a big part of it was interactions directly between Karen and Peggi. We were told of hateful comments in telephone conversations that we simply didn't believe Karen would have made, and ended up siding with Karen in the matter.
- A bit later I received an e-mail from one of Karen's former clients who had been following the fights that were then taking place in the alt.wedding newsgroups (which generally centered around Karen). She asked if I could help her get the wedding album and images she'd paid for, as Karen wouldn't respond to her and she was afraid to post in the newsgroups for fear Karen would turn vindictive and she'd never receive anything. Karen told me there had been a series of mix ups with the mail, and her move to Georgia, and this bride's moves, and so forth. There were a series of these events, and eventually there was news of a fire at a lab in Texas. Of course, all this bride's negatives had been there at the lab for printing, and were all destroyed. Kind of questionable, but I gave Karen the benefit of the doubt.
- I received my first weekend phone call from the management company that handled the lease on our office space. It turns out we were a couple of months behind on our rent and they'd been in contact with Karen about it but were unable to reach a resolution. This surprised me as I'd been donating my half of the rent to the business account regularly, and it turned out Karen hadn't been able to come up with her portion of the rent so nothing got paid. Luckily the money was still in the account, and there didn't seem to be anything behind this other than embarrassment on her part. I paid what I needed to and moved on (after all, I was working a decent paying job in Atlanta while Karen was still doing temp work and sitting at the office handling phones/e-mail. Contributing more seemed reasonable to me, though I was concerned at the way this had all been handled.)
- Karen felt free to lie to potential clients during consultations. She would freely offer details on shoots at locations I knew she'd never photographed, and would talk about jobs she and I had done that never happened. I stayed silent for the most part, and contributed to these conversations when I had something meaningful (and truthful) to contribute.
- We ran into problems when deciding how to spend money. I wanted to pay our existing obligations (phone ad, Wedding Pages ad, etc.) while Karen wanted to spend money on more advertising while letting our existing debts slowly drift towards collections. This was simply "good business," I was told, because doing so would increase the number of jobs we booked and we'd shortly be rolling in cash and could make the payments then. This is where our operating agreement got in the way. Our agreement essentially said "no money could be spent without both owners agreeing on the expenditure," which meant we were deadlocked and couldn't spend more on marketing or to pay our existing debts.
- Karen's personal money management was disturbing. As an example on one week I saw her drinking $8 coffees from Starbucks on Monday, but on Thursday she was trying to borrow $3 to buy enough gas to pick up her husband and make it home (paychecks were deposited electronically on Friday from her husband's job.) Finances being tight right before payday were common, and predictable.
- I'm generally a quiet, reasoned person. Karen's a screamer. Important discussions were difficult to have due to this.
In all I thought things were still OK, but I was starting to feel a bit uneasy about the business. And about my business partner.
Things Get Worse
My uneasiness turned to acute discomfort with a few communications from clients. Karen and I had captured images from negatives using the Fotovix, printed them on our printer, and had Kinko's bind them for a reasonable proof presentation. We'd also purchased Montage for album design, and had sold (and received final payment for) some albums. I thought we were doing well.
Then clients came forward saying they'd never received their albums. I'd call Karen and things would still seem OK (Karen has an amazing talent for reassuring people), but then the complaining client would fax me an e-mail chain to/from Karen that completely destroyed Karen's version of things.
This was quite disturbing to me. We can set aside issues like "dealing with clients in a straightforward and ethical manner," and instead focus on things like "there's plenty of money in the account to cover the expense, and the work has been done (other than ordering), so why hasn't the order been completed and delivered to the client? Why lie about it to your business partner rather than asking for help (assuming you need help)?"
Note here that this wasn't one event with one set of clients -- I have correspondences from multiple clients that indicate the same sort of behavior. I learned that Karen's SOP was to lie first, and rarely (if ever) worry about correcting an existing problem. Things don't get better -- lies just continue, then communications stop.
Even worse, the issue of the rent being paid was an ongoing one. I'd receive calls on a Saturday demanding payment by Monday and would need to make a trip to the management company office to deliver a check. Karen, of course, would offer to pay her share once she had it (and even made that payment at least once).
It was here that I saw the writing on the wall: Karen was going to push our business to the point where we were sued by clients or kicked out of our office space (possibly liable for 2 more years of payments on the space we were removed from as well, according to the terms of the lease.) I needed out (or I needed her out), so I started to negotiate with Karen on selling/buying outstanding shares of the partnership.
It didn't work. In hindsight our efforts at negotiating this were naive -- we didn't keep books (Karen sells herself as something of a business wizard, so I assumed we were doing things correctly) so there was no book value to go by. Instead it was tally up what you've invested, compare it to what the other has in the business, and make an offer. We never could reach an agreement (Karen's calculations included counting up all the time she was in the office, so she would receive the compensation we would have paid an office manager), so lawyers got involved in the negotiations.
The End of The DK Gallery
Our "real" separation came fairly abruptly.
We were both scheduled to photograph a wedding, but Karen had to leave town due to a death in her family. She more than came through for the client when she got Denis Reggie to fill in for her, so I had the best photographer in the business there second-shooting with me. The wedding went well, and I was scheduled to spend some time off with my wife for my birthday.
Karen let me know that she'd "forgotten" to send the rent check in and that it needed to be delivered or we'd have a late fee. I considered it (93 miles each way to the management company, versus time off with my wife who I rarely got to see with her 100 hour/week studies and my commute to work) and decided that I'd be willing to pay the late fee in order to spend my birthday with my wife. This was just what the management company was looking for, and I received a phone call around close of business that day to inform me that the management company was letting us out of our lease, and we had to remove our property from the premises.
I was overjoyed -- it was the birthday present I couldn't have asked for. Finally we'd have a resolution to our business problems.
Final Revelations
It turns out we hadn't been late the three times or so that I knew about -- it had happened consistently, and the representative from the management company told me about a time that a potential client had been shown our space while Karen was there in the space that I'd never known about. At the time Karen had been tearful and apologetic, but she'd never mentioned the event to me. As far as I knew (and I'd been asking every month) we'd been paying on time for most of our time in business.
As I was emptying my property from the office I took the opportunity to dig through the business files in the desk and photocopy the most interesting ones. Interesting tidbits I learned include (this is from memory -- I'll need to dig through old records to find them all):
- The DK Gallery being issued a summons to go to court for not paying rent (actually, it looks like the check Karen wrote bounced - something we've seen from her before.)
- Karen writing checks on the business account that were apparently for "Karen Simmons Photography" clients. Note the lack of my signature (disallowed by our operating agreement, and something that I'd assumed the bank wouldn't cash.)
- Credit accounts in the business name with only Karen's name on the application (our Operating Agreement certainly didn't stop this, though this specifically was forbidden). There are a few here: Kinko's, Office Depot (I like how she voted herself "president,") Franklin Covey, FTD, a local camera store, and of course a credit card application from a local bank. I'm not linking receipts, but I thought the way she apparently signed my initials on this one was cute.
- I was once asked to sign a check that was going to be used for a DK bill, but instead it was used to buy flowers for her boss at her day job.
- Negatives that I considered my "signature images" that had disappeared months prior all neatly filed together in a folder I would never (normally) have any interest in.
- Private meetings with clients I'd never heard of, and enough comments that suggested they'd been meeting with "Karen Simmons Photography" rather than The DK Gallery to make me quite uncomfortable.
- Negatives from two nude shoots we shot together that disappeared. Karen claimed the subjects requested them back, but they weren't Karen's images to give (and I was given nothing other than Karen's word that this was what happened.)
- Promotional materials for The DK Gallery (and a show Karen had apparently attended that targeted children) printed during the "we know Karen is going to buy the studio, we just need to decide on a price" time period that marketed my images.
- Lots and lots of bills that were late.
Years later (no, your business relationship with Karen doesn't end when you sign over your shares), we can add to this list:
- The GA state Department of Revenue trying to come after me for sales tax Karen never filed.
- A $2,000 charge back that's currently (October 2007) in collections for something charged through the DK Gallery merchant account. Her assertion that my social security number had been taken off the account (as required by our final agreement, and stated in writing) notwithstanding.
Legal Resolution
In the end, it took a bit over $10,000 in legal fees to my lawyer to reach a resolution (her lawyer made comments that suggested he'd never been paid beyond the initial retainer). In the end our separation looked like this:
- We couldn't agree to split the client files, as there was one bride whose wedding was so spectacular we both were willing to take it and give the remaining clients up.
- Eventually I drafted a letter, submitted it to both of our lawyers, and mailed it to clients. It explained that Karen and I were going our separate ways and that their contract would remain with Karen and The DK Gallery unless they requested in writing that they wanted me handle their contract.
- Surprisingly enough, I ended up with quite a few clients from that letter (and one later that wanted to switch, but hadn't acted in time). Apparently interactions with Karen had worried quite a few folks.
- We agreed that Karen would pay $5,000 (broken into monthly payments) for my share of the business (including photo and office equipment I'd purchased), and on the day our contract was signed we met at my lawyer's office and handed over the appropriate negatives. Once we agreed that all the negatives had been handed over, we signed the paperwork and that should have been all there was to it.
- I should note that I took the extra step of scanning all of my contact sheets and registering them with the US Copyright Office. I also set things up so that Karen would never have Denis' negatives in her hands for fear that she would make prints and claim them as her own. Denis had done us a huge (unpaid) favor on his day off, and I didn't want to see him treated badly.
- Of course, Karen never made the first payment. On the advice of my lawyer I ended up suing her in Magistrate's Court and won a default judgment for $5,000 plus the maximum amount of interest allowable by law. I was told if I knew where she banked I could have her account emptied up to the amount of the judgment (one time only though), but I didn't know where she banked. Worse, I knew her perpetual financial status, and knew I'd be lucky to get $100 out of the process. In the end, I took a write off of the amount instead.
- Our agreement made it clear that we weren't allowed to talk publicly about our business relationship and separation. I've stayed quiet for 8 years. Karen never paid for my shares and it's come out that she's been telling her (quite slanted) side of the story for years now. I no longer feel bound by our confidentiality agreement.
Other Bits and Pieces
Apparently Karen has been blaming me for not having many photos of her own wedding. The story seems to be that I "only showed up for a few minutes, then left." This isn't true.
I shot Karen's wedding for free, even though it was in Louisiana. I dropped my wife off with her grandparents in Arkansas first, drove to Karen's wedding, photographed it, and stayed so late that Microtel gave away my room on a football weekend.
There was one image that I really thought captured the day -- it was black and white, and was of everyone toasting the bride and groom with fluted champagne glasses with the bride and groom out of focus behind it. I'd waited for that shot, and think I absolutely nailed the composition.
I never got to see it. Apparently Karen wanted to develop the film herself, so she loaded the developer in the Jobo and started it, but didn't bother to set a timer so she cooked the film. I never even got to see the way-too-dense-to-be-usable film because she simply threw it away. I was livid, but Karen (a habitual screamer) didn't seem at all bothered by the event. It simply wasn't a big deal to her at all.
This all happened in 1999 or before. There are other bits and pieces that I remember that I can't fit into the narrative without researching old documents and e-mails (which I'd like to avoid if possible).
- It's true I took my personal darkroom equipment from the Gallery and installed it in my basement in Macon. My wife and her father built me the perfect darkroom (including heating and cooling and a fan to remove icky smells). I was the one doing prints for clients, so it made sense for me to be able to work at home rather than commuting to Buckhead.
- I did send her home from a wedding while things were turning really bad in our business relationship. This was during a period where Karen simply wouldn't communicate, I had concerns about her participation in the wedding and I was the president of our business. My lawyer advised me to send her home. I informed the bride and when Karen showed up (we weren't all all sure she was going to) I told her she wasn't needed. The bride had consented to this course of action in advance.
- Apparently Karen has been saying the reason clients were suing her is that I "took all her negatives and disappeared to South Georgia, never to be heard from again." This is a complete fabrication -- negatives were exchanged before we signed the paperwork that terminated our business agreement and I worked at a fairly prestigious law firm in Atlanta for a year after we separated. My e-mail address has been the same since before Karen and I met. I've never hidden my online presence. I even help run a forum with a few million posts and 55,000 members. I'm here and have always been reachable. I was just a convenient scapegoat.