Everybody Knows . . .
. . . what you’ve been going through.
One of the great song writers [ever] died in late 2016. Last week, his family filed suit in a California court over the trust he set up almost twenty years ago.
Leonard Cohen’s legacy is one of poetic brilliance, haunting melodies, and deep introspection. His lyrics captured the human condition with an unparalleled elegance, but the legal battle over his estate is a stark reminder that even the most carefully crafted life can unravel if the right safeguards aren’t in place.
Cohen’s children are now embroiled in litigation, alleging that his former manager, Robert Kory, manipulated his way into sole control of the singer’s $50 million estate and siphoned millions from it. The case involves accusations of forged documents, self-dealing, and a law firm that allegedly enabled it all by turning a blind eye to fiduciary duties.
Cohen, ever the artist, spent his life focused on his craft, entrusting others to manage his financial affairs. It was a decision that proved disastrous more than once. In 2005, he discovered that his longtime manager, Kelley Lynch, had drained his retirement accounts, leaving him with just $150,000 and a mountain of tax liabilities. The betrayal forced him back on the road at 73, launching an extraordinary comeback tour that grossed nearly $86 million and revitalized his career. But the same comeback that saved him financially may have also set the stage for another round of financial exploitation.
Kory, an attorney who represented Cohen in his litigation against Lynch, soon became his business manager. By 2010, Cohen’s estate plan was amended to name Kory as the sole successor trustee, cutting out Cohen’s children and longtime companion, Anjani Thomas.
Cohen’s son, Adam, began raising concerns that Kory was mismanaging assets, charging exorbitant fees, and creating a web of financial arrangements that lacked transparency. Cohen seemed to acknowledge the problem, telling Adam that their business affairs needed restructuring. In 2016, he revoked the trust amendment that named Kory as trustee and reinstated his children and Thomas in that role. A month later, Cohen was dead.
Despite Cohen’s written reinstatement of his children as trustees, Kory remained in control of the estate. The legal battle that followed revealed what Cohen’s family describes as a years-long pattern of self-dealing. Kory allegedly charged the trust over $18 million, including rent for his own law offices, car expenses, first-class travel, and millions in fees to his own companies. He even brokered the sale of Cohen’s music catalog through his own firm, collecting a $7-million commission—without exploring outside brokers. Meanwhile, the law firm handling the estate, Ervin Cohen & Jessup (ECJ), appears to have gone along with it, failing to advise beneficiaries that Kory’s actions could constitute self-dealing.
And then there’s the most damning revelation: a partner at ECJ admitted under oath that he had physically removed a page from Cohen’s signed trust and replaced it with one naming Kory as the sole trustee. The firm called it a “scrivener’s error” and continued defending Kory, while collecting $2.6 million in legal fees from the trust.
For families, the lesson here is clear: Estate planning isn’t just about signing documents—it’s about making sure they work the way they’re supposed to when the time comes. Cohen’s original wishes were ultimately ignored because the right safeguards weren’t in place. A well-drafted estate plan needs checks and balances, clear fiduciary duties, and an independent party to oversee the administration of assets.
Cohen once wrote, “There is a crack in everything, that’s how the light gets in.” But when it comes to estate planning, those cracks can be devastating. The right estate plan isn’t just words on a page—it’s a structure that ensures a family’s assets are handled with integrity, protected from those who would exploit it. Cohen’s family is left to fight for his true intentions, but the right planning from the start could have prevented it altogether.
The Leaning Tower of South Street
At some point, everyone has bought into a pitch that looked better on paper than it did in reality. But few people find themselves staring at a $2 million mistake the way buyers of 1 Seaport did. The luxury Manhattan tower promised floor-to-ceiling glass, sweeping waterfront views, and an infinity pool in the sky. It delivered an eight-inch tilt and years of litigation.
This wasn’t a case of buyers being duped by a bait-and-switch—the problem was there from the beginning. A critical construction decision was made that cut millions from the budget but ignored standard engineering practices. A warning was issued, and then ignored. Instead of fixing the problem, developers tried to compensate for it midair. The result? A leaning skyscraper, endless lawsuits, and a graveyard of unpaid invoices.
Contracts are meant to protect people from exactly this type of disaster. They outline expectations, warranties, remedies, and contingencies when things go wrong. But 1 Seaport’s buyers, some of whom put down hundreds of thousands of dollars before a single brick was laid, learned the hard way that even a beautifully designed contract isn’t worth much when the foundation—both literally and legally—doesn’t hold up.
It’s easy to assume that purchasing high-end real estate, especially in a well-regulated market like New York, comes with layers of protection. But what actually happened to these buyers is what happens to business owners all the time. They were presented with a slick sales pitch, glossy renderings, and promises that weren’t backed by real assurances. A small but crucial decision—choosing soil stabilization over pilings for the foundation—set the entire project on a collision course with failure, and no amount of high-end finishes could change that.
For anyone signing a contract, whether it’s a real estate deal, a business sale, or a partnership agreement, the key is knowing where the risks lie and ensuring there are meaningful protections. Are warranties strong enough to hold the other party accountable? Are there escape clauses if deadlines aren’t met? What happens if the final product doesn’t match the promises made in a sleek presentation? Most importantly, is the contract drafted in a way that actually gets results when it’s needed?
A well-drafted contract isn’t just about preventing outright fraud—it’s about avoiding years of expensive, exhausting litigation. Buyers at 1 Seaport aren’t just walking away from their deposits; they’re spending years trying to untangle their investments. Some will eventually settle, others will win judgments they’ll never collect, and the rest will be left staring at the tallest abandoned structure in Manhattan, wondering how a project that was supposed to last hundreds of years in the skyline didn’t even make it to move-in day.
Contracts are only as strong as the foundation they’re built on. The best legal agreements don’t just outline the deal—they anticipate failure and protect against it. A smart contract is like a strong foundation: it doesn’t just support the structure when things go well—it keeps it standing when everything else starts to lean.
S.S. United States Update
She sailed into the sunset after two more delays last week. . . as we write this she is off the Dry Tortugas, 500 miles from her destination, Mobile, Alabama.
“Contracts . . . I Use ‘em Myself”
A great story from Jim Bouton’s Ball Four – a seminal baseball book and quite possibly the best book ever written about business: Mid-season 1969, the Seattle Pilots—a doomed, forlorn expansion team—traded one of their few legitimate major leaguers, Tommy Davis, to the Houston Astros.
Davis was thrilled to leave the gloom of last place and the almost daily rain delays of the even gloomier Sick’s Stadium for The Eighth Wonder of the World (the Astrodome) and a shot at the pennant.
A few weeks into his Astros’ experience Davis is so outwardly happy one of his new teammates, the intellectual ‘flake’ and third baseman Doug Rader, can’t stand it any longer and asks him why.
Davis goes off on a litany of wonderful things that have happened since he stepped off the plane from Seattle to be met by the Houston General Manager and a limo: the Astros set him up in a fancy hotel until he could find a home; they flew his family down from Seattle first class; took his wife out to explore neighborhoods and school systems; are paying for meals and expenses while they’re waiting to find a house; have a moving company packing up their Seattle home and bringing everything down all expenses paid; and a lot more.
The Astros have, in fact, treated Davis so well he feels so indebted to them that he tells Rader he never wants to leave.
To which Doug Rader shakes his head slowly, puts a hand on Davis’s shoulder and says, “They had to do all that, Tommy, it’s in your contract.”
That was 1969. A few weeks ago, Adobe conducted a series of in-depth surveys on business owners and contracts. Here’s a few of their findings:
- 62% of small business owners signed contracts without knowing the details
- 69% of those non-reading business owners said they had “negative emotions ranging from discomfort to fear” due to not reading.
- 60% admitted that they had discovered surprising terms after signing a contract they hadn’t fully read with 13 percent finding the revelations “horrifying.”
- In addition, 64% percent of small business owners said they had avoided signing a contract because they weren’t confident they understood its terms.
We write about contracts a lot. There’s a simple reason why: contracts pop up everywhere in every area of the law including criminal – a plea agreement is, after all, an agreement, a contract.
Contracts underlie, well, everything. They’re like soccer and triangles.
For those who haven’ t played in a while or don’t watch Premier League early on Saturday mornings, triangles are considered the fundamental building blocks of soccer tactics.
From a quick AI search (that we only had to correct twice): Triangles “allow for efficient movement of the ball and create passing options by positioning players in triangular formations across the field, making it a key element in maintaining possession and creating attacking opportunities; essentially acting as a foundational concept in the game.”
Goalkeepers mentally calculate angles long before a shot is taking, always trying to “cut the angle” on the shooter.
Think ’business law’ instead of soccer and we have this: ‘Foundational concept of business law – contracts.’
From formation to sale, merger, or passing a family owned business to the next generation, contracts are the bedrock (what 1 Seaport wishes it was on).
When we want to make a point in our newsletters more often than not we write about contracts gone bad. Or contracts that missed key elements. Or contracts that are so dated they refer to MS-DOS in the tech section. Or contracts that should never have been executed considering the other party. Or the Willie Wonka contract that no one read and – seriously – could have ended badly for Charlie.
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