In addition to sharing equity, the founders shared with Fridge something else they had kept to themselves: their ambitions for Transworld. "We were really impressed with how clearly he saw the potential, despite all the bumps," says Notley, who told Fridge about how he planned to expand around the country and overseas. Eager to keep Fridge's interest, Morris says, "Christopher contributed to enticing Neville by saying what a wonderful prospect there was for this business." Mackarness agrees. "Chris, in his very well-meaning way, told Fridge everything that we planned to do. He said, 'I'm going to make it like the Jazzercize of linguistics and put Transworld schools all around the states.' "
It didn't seem impossible. In the summer of 1994 an article about their industry appeared in the San Francisco Chronicle. It featured a Transworld graduate who had worked in three countries and now taught at the school. Calls from prospective students began pouring in. "It did a huge amount for the school," says Mackarness. "It was the first significant press we had."
As Fridge cast his M.B.A.-trained eyes over the books, he reached this conclusion: Notley was diverting company funds, operating a secret bank account, and destroying or hiding corporate records.
Or so he told Swire, when he presented his findings during a phone call on June 22. "He made a case to me to oust Chris," says Swire. "I saw things improving in the school. So I said I would back him on that." Fridge also asked Swire to persuade fellow shareholder Morris to sell his 26.2% stake. Swire agreed and called Morris without saying a word to the founders. Happy to recover his investment, Morris sold Fridge 26.2% of the company. "It was like Christmas," Morris says. Swire, anticipating what the deal might mean to Transworld's founders, says he set up a safety provision. He claims he asked Fridge to agree in writing that he would immediately offer Mackarness the necessary shares to make her the majority shareholder. Fridge offered her the shares. Mackarness agreed to buy them, but they were never transferred. "I didn't really have all the facts," admits Swire. "It was an error, but at the time, based on what I knew about Neville, he appeared to be the best source of information for what was going on in the school."
Employees, too, saw Fridge as credible. Earlier, on June 22, Michael Fix, Notley's assistant, brought Fridge a letter Notley had written. In it, Notley asked for fees from a placement agent in Korea, requesting that the checks be made out to him. Fix also discovered a cashier's check made out to Notley that hadn't yet been deposited into a separate banking account. "My understanding was that Neville, as the president of the company, the person who cosigned my paychecks, who had also signed my employment agreement, was the person I was supposed to answer to," says Fix. Later, Notley would claim, "I am not computer literate and therefore am unable to access even basic company information." Says Swire: "I don't think he was being nefarious or underhanded. I think he was operating in a way he knew how to operate."
As was Fridge, apparently. On June 24, two days after he had acquired a controlling interest in the company, Fridge took his most decisive action to date. Notley had left the school early, complaining that he didn't feel well. According to a sworn statement Fridge would later file in court, he immediately ordered Fix to confiscate some of Notley's personal files and hire a locksmith. Fridge then posted a security guard to keep Notley out of the building. The guard had a photograph of Notley, in case Notley tried to return. "It was like the movie Wall Street," says Mackarness. "I told my brother in England that I didn't know what was going on. He said, 'I'll tell you what this is: it's corporate buggery; get yourself a lawyer." She did, but not soon enough. On July 8, Fridge held an emergency shareholder meeting, appointing his own board of directors and firing Mackarness. Four days later, Mackarness froze the company's bank account. Fridge then obtained a restraining order, barring both Mackarness and Notley from entering the school. It was set aside when the court determined that only Mackarness possessed the credentials necessary to run the school. Over the next 14 weeks, each side sued the other. Inside Transworld, Mackarness and Fridge jointly ran the school, as their lawyers advised. "It got unpleasant at that point," says teacher Carolyn McRae. "He was trying to pull her name down to advance himself."
Despite their warm feelings for the couple, many employees concluded that Fridge was more competent to run the business. He started meeting payroll, so employees didn't have to delay cashing checks. "He had an aura of credibility about him that made him seem like the better guy to run the business," says Shaw.
