Someone needs to post that attorney letter here, so that everyone
sees
how the majority of the EB really kowtowed to legal threats, thinking of the
old chess maxim that "the threat is stronger than the execution."

George,

Post Hoc speculation aside, a copy of the letter in question can be found at:

http://journals.aol.com/betteruscf/O...ss/entries/698

Regards,
Wayne Praeder

On 24 Oct 2004 07:56:13 GMT, (Miriling) wrote:

It is becoming more apparent to me that four members of the USCF's executive
board voted in a Oct. 17 conference call to move the federation's operations to
Crossville, Tennessee, because they feared a lawsuit from the city of
Crossville after receiving a letter several months ago from the city attorney,
Kenneth M. Chadwell, of the law firm Looney & Looney, citing a breach of
contract and threatening legal action against the USCF and its executive board
members.. EB member Frank Brady was not intimidated. He was the only one to
vote no. Someone needs to post that attorney letter here, so that everyone sees
how the majority of the EB really kowtowed to legal threats, thinking of the
old chess maxim that "the threat is stronger than the execution."
The "Crossville deal" was flawed from the start. It's a no-win position for the
USCF, both businesswise and logistically. Four EB members felt the pressure
and buckled under it. Two others abstained, showing no courage at all. Only one
had the guts to see that the deal was bad and had to be voted down.
Unfortunately, four others had already made up their mind. It was a fait
accompli. Don't be surprised if EB member Brady resigns from the board and with
good reason - on principle.

George Mirijanian

I was thinking about the same thing last night and therefore had
searched for and found the letter. It was originally posted under the
header: "More Fraud Don't Bother Me".

Here is the letter:

From:
To: ; ;
; ;
;

Cc:
Sent: Saturday, August 07, 2004 3:56 PM
Subject: Crossville

I am forwarding this correspondence to you in my capacity as City
Attorney for the City of Crossville. It is with great concern and
dismay that I read your correspondence to Mr. Harry D. Sabine, dated
June 18, 2004, wherein you indicated that the United States Chess
Federation Executive Board is, as you stated, not in favor of moving
to Crossville. Of course, I have heard troubling rumors of the same
from Mrs. Beth Alexander of our local Chamber of Commerce. Upon
realizing that the USCF appeared to be poised to breach its agreement
with the City, our Mayor, the Honorable J.H. Graham, III, and our City
Council directed me to forward to you this correspondence with the
hope that you would consider carefully the action that the Board
apparently intends to take.

Frankly, the Mayor, the Council, and the numerous dignitaries and
government officials who worked so hard to broker the agreement
between the City and USCF for the relocation of the USCF headquarters
to the property now owned by the USCF in the City are incredulous that
the Board would now renege in such an embarrassing fashion. Our friend
and very capable attorney, Mr. Harry Sabine, who persuaded the Mayor
and the Council to do everything possible to reach an agreement with
USCF for relocation to the City, worked countless hours to amend and
reform the restrictive covenants in the office park area where the
USCF property is now situated. To my knowledge, most, if not all, of
Mr. Sabine's time was provided on a pro-bono basis for the benefit of
the City and USCF. However, the City itself spent a significant amount
of time and money in legal fees and otherwise to close the deal with
USCF.

I am sure I need not remind you that we went to great lengths to bring
the Governor of Tennessee himself, the Honorable Phil Bredesen, to the
USCF in a personal meeting to encourage the relocation and
subsequently publicly announce the same. The deal, once consummated
locally in Crossville, with members of your Board present on July 15,
2003, was heralded widely in the media and even in placards and signs
which, to my knowledge, still stand on the property, proclaiming the
future home of the United States Chess Federation.

I purposely recite the facts of the foregoing paragraph as an example
of the Herculean efforts made by state and local officials and others
to close this transaction at no insignificant amount of stress, time,
and money. Again, to speak in candor, local and state officials are
indignant, embarrassed or both, that the Board can apparently so
flippantly change its mind with absolutely no regard for all of the
resources brought to bear on this transaction and for, what appears to
be, either ignorance or a complete disregard of applicable law. To add
insult to injury, both the Mayor and the Council had to discover such
rumors and information, or misinformation, from second-hand or
third-hand sources. To my knowledge, neither you nor any member of
your Board or organization have bothered to communicate directly with
either our Mayor or Council members or to discuss what, by all
appearances, seems to be a sealed decision on your part. On a personal
note it seems rather indecent that you have left my fellow in the bar
and friend, Mr. Sabine, in the dark and open to ridicule along with
the entire Chess Association in the State of Tennessee.

I should remind you that the incentives offered by the City and
others, as you noted and for which you appeared grateful in said press
release, along with the conveyance of the City's real property to USCF
are not mere gifts. The USCF agreed, through various channels,
including Mr. Sabine, the Mayor, the Governor's Office, and Mrs.
Alexander, to approve and provide an approximate number of jobs, and,
eventually, a significant amount of tax revenue, to the City in
exchange for the City's conveyance of real property to the USCF along
with, and not insignificantly, an agreement to change the restrictive
covenants of the office park in which USCF is to locate, site
preparation and public utilities. Further, the City agreed to obtain
and pay for a survey and legal description of the subject real
property and to pay such expenses as were necessary to consummate
closing. The City fulfilled its side of the bargain, but it now
appears that the Board is walking away from its obligations. The City
conveyed the real property, obtained the survey and legal description,
and spent the necessary legal fees to make everything work as
originally promised by the City and, of course. public utilities are
present and available for use by USCF. All of the foregoing facts and
more are substantiated in USCF correspondence dated June 10, 2003,
correspondence of the City of Crossville to USCF dated June 10, 2003,
a resolution of the City of Crossville passed on June 9, 2003, and
supporting resolutions from your own Board.

Subsequently, the City did convey the real property, of record at Book
1143, page 108, Register's Office, Cumberland County, Tennessee and,
in fact, delivered the original recorded deed to the USCF. Of course,
USCF now owns real property worth approximately $264,000, according to
the most recent appraisal that I have seen. This, obviously, is
substantial consideration for the agreement whereby USCF would move
its headquarters to the City, providing jobs, potential tax revenue
and other benefits as earlier set forth.

I respectfully submit that this matter is much greater than your Board
simply deciding to disfavor the City; it is a matter of breach of
contract by the USCF. The numerous documents cited above and the other
collateral documents establish an express, written contract between
the City and USCF. Further, there is no doubt an implied contract,
particularly a contract implied in fact, exists between the USCF and
the City under which the circumstances certainly show mutual intent or
ascent to contract for the relocation of USCF headquarters to the City
in exchange for the land, incentives and other forms of consideration
nearly all of which has already been performed, granted or
accomplished for the benefit of USCF. Further, the incidental damages
for a breach by USCF, whether under express contract, implied contract
or otherwise, are not insignificant.

I note with some interest that you mailed a copy of your Deed for the
property to Mr. Sabine by letter dated June 18, 2004. You should be
made aware that such effort neither has legal efficacy nor removes any
liability for such breach of contract or other claims outlined herein.
Further, at this point and time, the City does not intend to accept
delivery of an instrument of conveyance from you for said property nor
shall any recordation of any such instrument in the future be deemed
acceptance by, or delivery to, the City without the express written
consent of the City by and through its Mayor. The city entered into a
contract with USCF for a reason, and the City intends that the Board
uphold its agreements with the City in exchange for that which the
City has already performed for the benefit of the Board and USCF.

Further, I do not profess to fully understand why the Board appears to
be making an "about face" in its relocation to the City but I am
reminded of one of our statutes, namely Tennessee Code Annotated
47-50-109, whereby the procurement of a breach of contract is made
unlawful. "It is unlawful for any person, by inducement, persuasion,
misrepresentation, or other means to induce or procure the breach or
violation, refusal or failure to perform any lawful contract by any
party thereto." Id. Further, the person, persons or entity found
liable to inducing or persuading the breach of a contract is "liable
in treble the amount of damages resulting from or incidental to the
breach of the contract." Id. A treble damage claim in this matter is
serious and significant. Further, our Tennessee Supreme Court in
TrauMed of Am., Inc., v. Allstate Ins. Co,m 71 S.W. 3d 691 (Tenn.
2002), recognized the tort of intentional interference with business
relationships which tort will be examined by the City in the event
that it is discovered that someone or some entity is attempting to
induce or procure the breach of a contract with the City.

Having procured a copy of your Minutes of the Meeting of the USCF
Executive Board of March 17, 2004, as promulgated to your Delegates in
preparation for the meeting of same on August 14, 2004, I question by
what authority the Board calls for "bidding instructions for sites
interested in housing the USCF offices", or whereby "the the
relocation committee will present their recommendations for
ratification" without even notifying the Governor's Office, the Mayor
or the Council of such actions and completely in derogation of the
contract with the City. The minutes of your Board meeting of March 17,
2004, indicate a "special delegate mailing" made available by April
15, regarding bidding instructions. I have no knowledge of any such
bidding instructions or new requirements being forwarded to the City,
or of any delegate mailing regarding this matter. I further question
what specific requirements you alleged to now have inasmuch as I have
not been provided with the same.

Further, according to Ms. Alexander, numerous invitations and
overtures, as documented by her, have been made to you and the Board
to visit the City to address this matter and, it is my understanding,
that you have even been invited to hold one or more Board meetings in
the City of Crossville. I question why you have rejected these offers
and continued on your path toward breach of contract without trying to
resolve this matter with the City.

Likewise, in the USCF Executive Director's Report, penned by you, I
find it interesting that you state that "the previous board had voted
to move to Crossville, Tennessee, but no contract was signed, and most
on the current board appear to feel the Crossville location is too
isolated." The existence or nonexistence of a "signed contract" is
completely irrelevant at this point. Further, you do not even mention
the time and money which would be absolutely forfeited by the City,
which money was spent on behalf of the USCF, in the event that the
Board moves forward with this breach of contract. I do not believe an
express contract is hard to prove given all the signed and executed
documents, or copies of the same, that I have read and that I have in
my possession. Even so, under Tennessee law, the conduct of the
parties under the circumstances is sufficient to show mutual assent to
the terms of a contract even where no express contract exists. Givens
v. Mullikin, 75 S.W.3d 383, 407 (Tenn. 2002). From the tenor of the
communications offered by you, whether to Mr. Sabine, Ms. Alexander,
or the Delegates, it would appear that the Board has already, though,
in my opinion, unlawfully, made the decision to breach its agreement
with Crossville and steal away to some location, the identity of which
possibly having been pre-determined. Though your communications and
activities of the Board appear callous at best, and have angered some
while embarrassing others, the USCF would be warmly welcomed and
greatly appreciated if it intended to remain in the City of
Crossville. Further, it would enjoy the same benefits for which it
contracted to move here in the first place.

The Mayor has authorized me to investigate filing a complaint in the
Chancery Court of Cumberland County against the USCF, its Executive
Board, and all who may be complicit in the procurement of the breach
of contract for damages, incidental and otherwise, to enforce the
terms of the contract, and, if necessary, for injunctive relief. I
believe that the resolution passed by the Board on March 17, 2004, of
which I was recently made aware, is alone sufficient grounds for the
filing of said suit in Chancery. However, the Mayor has requested that
I refrain from filing the same for a reasonable time sufficient to
discern the intent of the Board as to whether it actually is leaving
the City of Crossville.

If you or your organization is represented by legal counsel, please
forward this communication to such counsel immediately and request
that the same contact me at the address or telephone number listed
above.

On a personal note, it was through the work of Mr. Sabine and other
men and women like him with USCF that I first became interested in
chess at a very young age. Until now, I have held the USCF and its
efforts in high regard, tainted only now by the Board's disregard for
its obligations and the poor manner in which it has handled this
situation since last year. I would hope that the Board would govern
this transaction with the City with the same rules of honesty and fair
play promulgated for observance in its tournaments.

Sincerely,
LOONEY & LOONEY

Kenneth M. Chadwell