EFTA00907345.pdf

From: "Jeffrey E." <jeevacation@gmail.com> To: Valeria Chomsky Subject: Re: Clarifications - Date: Wed, 17 Jan 2018 23:45:47 +0000 awful On Wed, Jan 17, 2018 at 6:38 PM, Valeria Chomsky <a wrote: Have you seen this one? Valeria Forwarded message From: Noam Chomsky Date: Tue, Jan 16, 2018 at 11:10 AM Subject: Fwd: Clarifications To: "jeffrey E." <jeevacation@gmail.com>, Valeria Chomsky • Latest from Max Forwarded messa e From: Max Kohlenberg Date: Mon, Jan 15, 2018 at 6:33 AM Subject: RE: Clarifications To: Noam Chomsky Noam — I am not sure what to do with your statement that "Responses are to the recipient and open copies", but I will respond only to you (and open copies) except where I feel that an attorney must be included in our exchange. I would not presume to doubt your description of what you and Carol intended when you worked with Eric and set up the trusts, nor would I presume to imagine how Carol would feel about the use of the assets in her trust following your remarriage. As trustee all I can work with are (a) the terms of the trust itself, (b) the record of meetings that Eric had with you and Carol (and the folks at Bainco), and (c) the well-established law surrounding the duties of the trustee of trusts of the sort that were established by you and Carol. With respect to selecting a new trustee, I do hope you'll consider the approach I suggested, i.e. having Deborah or Shari join you in interviewing the trustees that Harry has proposed. All three are highly qualified, and as the duties of the trustee are clear and well established (under the instrument and under the law) I don't think you'll find that there will be much difference in how an informed and experienced trustee views his or her obligations. Rather (as I see it, of EFTA00907345 course) it will be a matter of finding a qualified trustee whose temperament and approach is suitable to both you and Harry. My hope, of course, is that my successor will find some way out of this difficult situation that I have not been able to identify. I am not prepared to offer you a draft of a release for the present, as the terms of that release will have to be worked out once my successor has been chosen and an attorney who represents you has had the opportunity to advise you. Thank you, Max A. Max Kohlenberg Howland Evangelista Kohlenberg Burnett, LLP One Financial Plaza — Suite 1600 Providence, Rhode Island 02903 This email and any attachments thereto are intended only for use by the addressee(s) named herein and may contain legally privileged and/or confidential information. If you are not the intended recipient of this email, you are hereby notified that any dissemination, distribution or copying of this email, and any attachments thereto, is strictly prohibited. If you have received this email in error, please immediately notify me by return email and permanently delete the original and any copy of this message or attachment. Thank you. EFTA00907346 From: Noam Chomsky [mailto Sent: Sunday, January 14, 2018 11:40 PM To: Max Kohlenberg Subject: Fwd: Clarifications Below, in red. ------- Forwarded messa e From: Max Kohlenberg Date: Sat, Jan 13, 2018 at 3:43 PM Subject: RE: Clarifications To: Noam Chomsky Good afternoon Noam — The flow of email exchanges in the last couple of weeks has been a bit confusing to me. Many of them have included you, Valeria and Deborah, while others have included either Rich or Shari, or both, but not Deborah. Last night I received a message from Valeria that you seemed not to be copied on and I replied without copying you. Now you are writing to me and not copying Valeria, and neither of you are including Deborah, Shari or Rich on these exchanges (unless they are being "blind copied"). This leaves me a bit uncertain as to (a) who has said what, (b) who has seen what, and (c) who is replying to what. With that in mind, let me make a few observations, in part replying to your message, below: Responses are to the recipient and open copies. 1. As I noted to Valeria, I have the deepest respect for you and deeply regret that my conduct as trustee which hos been undertaken in goodfaith and which I believe has always been in keeping with my duties as trustee has so disappointed and angered you. I wish that were not so. 2. I do not believe that your characterization of why and how Carol's trust was established and funded is accurate, based on the written records that I have about your meetings with Eric and the folks at Bainco and the planning that was undertaken in both (a) the period prior to Carol's diagnosis, and (b) the period after her diagnosis and prior to her death. Carol did not set up any trusts, just as I did not set up any trusts. We — a married couple -- set up trusts. EFTA00907347 The marital trust was set up with Eric, who advised that it be in her name for tax reasons. We agreed. On the side, we also had our own reasons, which I've explained to you: our assumption that I would die first. Our understanding was that the survivor -- we assumed Carol -- would have access to the funds if needed, and if she remarried, of course that would mean her and her spouse. That's how we took for granted things worked with married couples. For example, with my father, after my mother died and he remarried, and after he died, my brother and I simply gave his house and everything else to our stepmother. Routinely. No lawyers. True, after I learned in October 2006 that Carol had incurable cancer, and then spent the next two years caring for her at home, I was paying no attention to fiscal matters, but I can't imagine that anything was done with Bainco that has any bearing on the very clear nature of the trust. 3. The trustees that I suggested to Harry and that Harry has spoken with (in accordance with the procedure that Deborah and I discussed and agreed upon) are all attorney who are respected experts in estate planning and in the administration of trusts. As I noted, Deborah is already familiar with at least two of them. As you may know, I also reached out to Shari several weeks ago to see if she would be willing to serve as trustee (as I have great respect for her expertise and thought she might be an excellent person for Harry and you to consider). But when I called Shari and started to describe a situation involving a distinguished academic, recently remarried and unhappy with my administration of a trust established by his late wife (or words to that effect) she cut me off and said "This sounds like someone who just called me and with whom I will be meeting shortly, in Arizona. Is it that person?" (Until that moment I was unaware that Shari divides her time between Arizona and Massachusetts, so this came as quite a surprise to me.) We agreed not to discuss the situation further and had no further contact until she reached out to me this week to ask to see a copy of the trust. I don't doubt that you and Harry find your choices acceptable, but that's not what I asked. To repeat, having no information I can make no judgments. That's why I asked the questions in my letter. Appropriate questions, it seems. 4. You have indicated that you don't want me to copy Deborah on our exchanges, but to the best of my knowledge she remains your attorney. If you would rather that I copy Shari (or some other attorney) on our exchanges I would be happy to do that. But given that Rich says you are considering suing me, and given that you made reference to turning this matter over to litigation department at Steptoe & Johnson, I don't feel it would a good idea for either of us to engage in much further discussion in emails in which you are not represented by counsel. Perhaps I will need to retain counsel as well. I have never copied our exchanges to lawyers, and see no need to do so. 5. I think the best way to proceed towards my resignation in favor of a trustee acceptable to Harry and to you would be for Deborah, or Shari, or some other attorney of your choosing to interview each of the trustees that has been proposed, asking whatever questions they think will reveal whether any of the proposed trustees has the qualifications and temperament suited to the job. I very much hope this can be done in the next week or two, so that I can step aside quickly and allow everyone to move forward. As for the release that I will require, I think it best that I discuss that with your attorney, who can advise you on what it is reasonable (or not reasonable) for me to ask for in that regard (as well as what the legal process would be if we could not agree on the terms of a release). I will be back to you concerning this suggestion. However, other trustees have also been proposed, by Richard Kahn. With regard to the release that you want me to sign, could you send me a draft so that I know what is involved. Respectfully yours, Max EFTA00907348 A. Max Kohlenberg Howland Evangelista Kohlenberg Burnett, LIP One Financial Plaza —Suite 1600 Providence, Rhode Island 02903 This email and any attachments thereto are intended only for use by the addressee(s) named herein and may contain legally privileged and/or confidential information. If you are not the intended recipient of this email, you are hereby notified that any dissemination, distribution or copying of this email, and any attachments thereto, is strictly prohibited. If you have received this email in error, please immediately notify me by return email and permanently delete the original and any copy of this message or attachment. Thank you. From: Noam Chomsky (mailto Sent: Saturday, January 13, 2018 11:58 AM To: Max Kohlenberg Subject: Clarifications To clarify, the trust was not set up by Carol. It was set up by a married couple, Carol and me, planning for the future. It was placed in Carol's name for tax reasons, and because we assumed that I would die first. The intention, of course, was that it would be available for the survivor. I understand that you and Harry have proposed several trustees. I don't know anything about them. I would like to know what questions you asked them and by what criteria you selected them. Without such information, I cannot have any opinion about whether they are suitable EFTA00907349  trustees. I understand also that Richard Kahn made some suggestions that you rejected for no plausible reason and that he made further suggestions that have not received any response, to my knowledge. It is proper on both legal and moral grounds for the trust to be administered in a manner that conforms to the clear and unambiguous intentions of those who set it up, in the manner that I described. You mentioned that you want to have a release. Could you send a draft of the release that you have in mind. Noam please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. 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