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Copyright © International Chamber of Commerce (ICC). All rights reserved. ( Source of the document: ICC Digital Library )
Chris v Kim
Colin J Wall
General Information
Background
Chris, William and Kim first met twenty years ago at university. Chris was studying manufacturing systems engineering, William was studying for an MBA and Kim was studying to be an accountant.
After everyone graduated and left university, William suggested that all three put their respective talents together and form a company trading in windows and ironmongery. He also claimed it would make sense to be involved in the manufacturing as well. So, in the mid-1990s, Chris, William and Kim formed a business in Hong Kong for the trading of windows and ironmongery called CWK Windows Co. Ltd. (“CWK”). They also established a manufacturing company in the People’s Republic of China (“PRC”) called China Windows Production Projects Co. Ltd. (“CWPP”). CWPP was and is a wholly owned subsidiary of CWK. When CWK was formed each of Chris, William and Kim owned one third of the shares.
CWK traded in Hong Kong and supplied windows and ironmongery manufactured by others as well as windows manufactured by CWPP. In the early years, CWK was very successful and Chris, William and Kim thus decided to set up five smaller factories in the PRC, which would concentrate on the manufacture of specialist ironmongery for both doors and windows (“PRC Factories”). Chris, William and Kim each had a very small shareholding in each of the five PRC Factories, but local PRC businessmen held the vast majority of the shares.
Seven years ago, Kim met Marcel Baron at a wine festival in Hong Kong. Marcel, who was a salesman with a bathroom fittings supplier, was also an expert in quality French wine. When Kim discovered that Marcel was a passionate Formula One fan, they immediately became friends. So, when William and Chris agreed to Kim’s idea of establishing another trading company for the European market, Kim put Marcel’s name forward as a likely candidate to assist in the marketing and to become a shareholder in the new company. There was some resistance from Chris in accepting Marcel, and it was not until three years later that Kim also introduced Chris and William to Felix von Petersberg. Chris, William and Kim agreed that they would establish a Hong Kong company called CWK Windows Europe Co. Ltd. (“CWK Europe”) in which each of Chris, William, Kim, Marcel and Felix owned 20% of the shares. CWK and CWK Europe became known as the trading companies.
It took about a year for CWK Europe to obtain its first substantial order. Felix concentrated his efforts in northern Europe and Marcel in southern Europe. Both Felix and Marcel managed to obtain orders for CWK Europe. Felix left CWK Europe in 2005 and William and Chris bought Felix’s 20% shareholding, so that they each now owned 30% of the shares while Kim and Marcel continued to own 20% each.
Three years ago, Marcel obtained a large window order for a project in Europe. Although the order was of considerable value, the manufacturing and delivery period that Marcel agreed to was said, by Chris, to be very short and it was a busy time for the CWPP factory. The European order was completed on time but subsequently Chris and Kim had an argument in a meeting in the boardroom, with Chris saying that Marcel was irresponsible to accept such a short manufacturing time and delivery date and Kim maintaining that the order was much needed to boost sales and reminding everyone that the order was actually completed on time. At the end of that year, just after Kim and Marcel had made a substantial investment in a wine import business in Hong Kong, William announced, with very little notice, his withdrawal from the businesses. William was going to buy a small farm and retire to New Zealand. William produced the valuation of the shares himself based upon the latest set of audited accounts for CWK and CWK Europe and offered them to Chris and Kim.
As a result of William’s departure there was a redistribution of the shareholdings. Kim was short of money due to the investment in the wine business but did however manage to increase his/ her shareholding in CWK from 33⅓% to 35% and increased his/her shareholding in CWK Europe from 20% to 25%. Therefore, of William’s 33⅓% shareholding in CWK, Chris managed to acquire
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the vast majority of the shares giving Chris an overall shareholding in CWK of 65%. With regard to CWK Europe, Chris also acquired the majority of William’s shareholding, giving Chris a 55% interest, with Marcel retaining his 20% and Kim owning the balance of 25%. William decided to keep his minor shareholdings in the PRC Factories.
William’s departure also led to a reorganization of the group of companies. It was decided by Kim and Chris that it was sensible to reorganize the way that the business was run with both Kim and Chris focusing on their respective strengths. Chris therefore moved to the PRC and took charge of running CWPP and closely supervising and improving the quality of the output from the PRC Factories, while Kim completely took over the management of the Hong Kong trading operations of CWK and CWK Europe. Marcel continued in his role as a salesman for CWK Europe.
The Disputes
Three years ago, Chris discovered that Kim and Marcel had secretly set up a Hong Kong company called CWK Holdings Ltd., whose only shareholders and directors were Kim and Marcel. Chris considered that CWK Holdings Ltd. must have been set up solely to divert business away from CWK and CWK Europe. As a result of this discovery, Chris issued various notices and letters to employees and customers of the group of companies notifying them that CWK Holdings Ltd. was not part of the group and was set up by Kim and Marcel without any notification, let alone approval, of the directors and shareholders of CWK and CWK Europe.
Kim and Marcel closed down CWK Holdings Ltd. immediately, but brought a libel action against Chris in respect of the publication of the various notices. Kim and Marcel also presented two winding-up petitions to the court in Hong Kong against CWK and CWK Europe Ltd.
Detailed Allegations
Kim and Marcel contend that, by reason of the following matters, Chris has conducted the affairs of the trading companies in a manner unfairly prejudicial to their interests as minority shareholders and that as a result the companies should be wound up:
For his part in the litigation, Chris has brought the cross-claim and defence in (a) below and raised defences in respect of the claims brought by Kim and Marcel as follows:
Other Matters
The disputes between Chris and Kim and Chris and Marcel have negatively impacted the running of all the companies and continue to do so. Many customers are now turning to competing manufacturers and suppliers as concerns as to the viability of the companies continue to mount.
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Eight months ago, Chris made a “without prejudice” offer of HK$45,000,000 to buy out the shares of Kim and Marcel in both CWK and CWK Europe but this offer was rejected. Since that date, the value of both trading companies has decreased.
Their respective lawyers have advised Chris and Kim that in the light of the complexity of these matters and the need for a prompt solution they ought to attempt to resolve their disputes by mediation. The lawyers both advised using the ICC Mediation Rules. Chris made the request for mediation to the ICC and is the Requesting Party and Kim and Marcel accepted to participate as the Responding Party. Marcel will not be attending the mediation and has given Kim full settlement authority. Chris has full settlement authority and both parties will be accompanied by external lawyers.
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Confidential Information for Chris
Requesting Party
Kim introduced you to Marcel Baron, who was living and working in Hong Kong at the time. Marcel was a salesman and although you did not particularly like him, Kim assured you that he had good European connections and that the business could be expanded into Europe. Neither William nor you, while keen to expand the business, were convinced that Marcel was the right person to assist you. Kim also introduced William and you to Felix von Petersberg and you were both instantly impressed with his knowledge and salesmanship. Accordingly, seven years ago you set up CWK Europe.
Felix was particularly successful in obtaining work for the company. This led to some tension between Felix and Marcel, as Felix considered that his additional success should be rewarded by either an increase in salary or a readjustment of the shareholding. You and William had some sympathy for Felix’s position and considered that a sales commission system could be introduced but Kim, being somewhat conservative, was happy to leave the existing arrangements in place. Eventually Felix became dissatisfied and he left CWK Europe.
There followed a marked decline in orders in the European market and a substantial increase in marketing costs. This was due, in part, to Marcel having to cover the whole of Europe rather than just southern Europe but was also a reflection of Marcel’s somewhat extravagant entertaining habits. In particular, you remember one incident where Marcel went to Nice, supposedly to talk to a potential client about a large order, but ended up running up a huge expense account by attending the Monte Carlo Grand Prix. You discussed this with William at the time and both of you felt it was unfair on the other shareholders for Marcel to act in this manner. You kept this information from Kim, as you knew that Kim was friends with Marcel and was also a Formula One fan and you were worried that this might cause upset.
Another incident that really upset you was when three years ago, when Marcel obtained a large window order for a project in Europe. Although the order was of considerable value, the manufacturing and delivery period that Marcel agreed to was very short and it was a busy time for the CWPP factory. The factory production manager said that it would be impossible to manufacture the European order in time, given the other production runs. You then spent virtually the whole of the next month at the CWPP factory, in the PRC, trying to re-programme the production runs to get the Belgian order completed on time. You achieved this in the end but at a considerable cost as:
This led to a heated debate in the boardroom, with Kim accusing you of being negative and unfairly critical of Marcel. No one seems to have appreciated the superhuman effort that you put into re-programming the production runs and even William complained that some of the regular customers were very concerned about late deliveries of their orders.
Shortly after this incident, William told you that he had decided to withdraw from the business. William said that he was going to take early retirement and buy a small farm in New Zealand. Although he did not say this, you also think that he was fed up with the increasing animosity between Kim and yourself and just wanted a quiet life. You asked William to reconsider his position and to delay making his announcement that he was withdrawing from the business. You really wanted William to stay and did all in your power to persuade him to do so. As a contingency plan however, you took the precaution of making financial arrangements, so that if William really did retire you would be in a position to gain a majority share in both trading companies, permitting you to stamp your authority on the affairs of the companies.
You thought that you were successful in your attempts to change William’s mind and get him to stay but unexpectedly Kim and Marcel decided to invest in a wine import business in Hong
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Kong. William took this as a sign that Kim was not committed to the windows and ironmongery business and so decided to announce his retirement. Given the financial arrangements you had put in place and Kim’s limited financial resources you were able to buy the vast majority of William’s shareholding of CWK and CWK Europe. In order to buy William’s shares, you have had to mortgage your house and other property investments both inside and outside Hong Kong.
One of the advantages of the reorganization that followed William’s departure was that you would not see Kim on a regular basis and you could rent out your expensive house in Hong Kong and move to cheaper accommodation in the PRC. On reflection, you now realize that William was something of a mediator and that he managed to defuse difficult situations between you and Kim. In his absence your relationship with Kim has deteriorated. You were hurt when you discovered that Kim and Marcel had secretly set up CWK Holdings Ltd. You assumed that this must be Marcel’s idea and were worried by the influence Marcel was having over Kim. As a result of this discovery, you got a local firm of lawyers to issue the notices and letters to the employees and customers of the group. The notices were very blunt in the wording they used. This course of action seemed to work because Kim and Marcel closed down CWK Holdings Ltd., but you now face a libel action and have to deal with the winding-up petitions.
You were shocked (though not surprised) by this litigious approach and you again thought this must have been Marcel’s idea and hope that with the mediator’s help you can find this out. The notices were strongly worded and on reflection may have damaged the companies’ reputation and caused concern among customers, but the legal advice you have from your new lawyer, who will represent you in the mediation, is that they are defensible as being true or fair comment.
With regard to the detailed allegations made by Kim and Marcel, you have the following comments/information:
a) by setting up in Hong Kong “unknown” companies with names very similar to the names of the PRC Factories without the approval of the Board and to which substantial sums belonging to the trading companies were transferred.
You agree that there are companies set up in Hong Kong with very similar names to those of the PRC Factories. This was done on purpose by CWK to streamline and to expedite payment to the PRC Factories. You have checked the minutes of the Board meetings, which were prepared by William, and it is clear that for two of the five companies, there is a formal Board resolution to this effect. Unfortunately you cannot find anything definite in respect of the other PRC Factories. There is however a minute written by William referring to the “usual arrangements” to expedite payment which might possibly be interpreted as giving authority to establish these other three companies. However, everyone (including Kim) knew that these companies had been established.
b) by valuing William’s shares for a total sum of HK$50,000,000 without any legal or financial basis Kim was involved in the decision to purchase William’s shares but because Kim had just made an investment in a wine business, s/he was not in a position to purchase many. You accepted William’s valuation and Kim did not object.
c) by denying access to the financial information of CWPP and the PRC Factories.
It is correct that you have not provided full financial information relating to PRC Factories, as Marcel has set up his own company manufacturing windows and ironmongery and you regard this information as commercially sensitive. As far as you are concerned, all financial information for CWPP has been made available.
d) by inflating the costs of manufacturing of the products to the detriment of the trading companies and hence Kim and Marcel.
There is some truth in this allegation. You purposely increased certain of the manufacturing costs of CWPP products, which were sold to the trading companies in Hong Kong. You did this partly as a means of compensation for the huge costs run up by Marcel on his so-called marketing expenses. Nonetheless, as you owned the majority of the shares in both the manufacturing and trading companies, the effect on Kim and Marcel is minimal in financial terms. Part of the increase in costs for the products made in the PRC Factories is a result of extra supervision and better quality control.
You also take the view that as Kim controlled the operations of the Hong Kong trading companies and the finances of all of the companies, and Kim’s team of accountants prepared
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cheques signed by you, Kim was at all material times fully aware and in control of the finances. Kim could have queried matters at any time but did not do so.
It is important to you that you settle this quickly at mediation because the disputes are negatively impacting the running of the companies and many customers are now turning to competing suppliers as concern as to the viability of the companies continues to mount.
You had the trading companies’ shares valued eight months ago. CWK (including CWPP) was valued at HK$120,000,000 and CWK Europe at HK$14,000,000, and if you had bought Kim and Marcel’s remaining shares at that time they would have cost you HK$48,300,000. However, the value of both trading companies has since dropped by about 10% and your latest valuation is that CWK is worth about HK$108,000,000 and CWK Europe HK$12,600,000.
The bottom line is that you have to resolve this dispute as soon as possible. The best way to do this is to buy Kim and Marcel’s shares but you have no idea if they want to sell, or if they do, at what price. They did after all reject your “without prejudice” offer. Perhaps the mediator can find out their intentions? To make matters worse, you will now have real difficulties raising funds, given the current concerns as to the viability of the companies. You could buy out both Kim and Marcel’s shareholding in CWK Europe and that would cost you about HK$5,600,000, but you would now have real difficulties in raising another HK$37,800,000 to buy Kim’s 35% shareholding in CWK.
You do not particularly get along with Kim as a friend anymore and regard Marcel as a dubious character. Since they formed CWK Holdings Ltd. in secret, you do not trust either of them. However, you need to put these feelings aside so that you can settle this matter, get on with your life, and turn the ailing companies around in this difficult financial climate. That was why you suggested mediation. You are pleased Marcel is not attending the mediation, as his presence would only inflame an already tense situation.
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Confidential Information for Kim
Responding Party
In your view, when CWK Europe was established, both Marcel and Felix worked equally hard. There was more of a development boom in northern Europe and this led to Felix obtaining more orders than Marcel. Felix wanted additional compensation for his success but you felt that his was the easier job given the state of the market, so you resisted any ideas from William and Chris to increase Felix’s financial rewards. You thought that both Felix and Marcel should be kept on equal footing. That seemed fair to you.
Felix however, did not believe that this was fair and left the company. You did not see this as a particular disadvantage as this would enable Marcel, who you believed was the better salesman, to market CWK products in the whole of Europe.
Unfortunately, Marcel was not as successful as you had hoped he would be and you believe that when Felix left the company he took many of his contacts with him and so made it difficult for Marcel to continue with the existing customer base. Because Marcel was something of a wine expert, you encouraged him to entertain the existing customers in the hope that they would remain loyal. This did lead to a substantial increase in entertainment costs but you received no complaints from either William or Chris, so you assumed that they understood this was a necessary marketing expense. There was also a substantial increase in travelling costs, as Marcel now had to travel the length and breadth of Europe.
This additional marketing paid off in a spectacular manner when, three years ago, Marcel obtained the very large window order for a project in Europe. You were therefore very shocked when, in a Board meeting, Chris started criticizing Marcel for apparently agreeing on too short a period for the manufacture and delivery of the windows. In any event, you regarded this as a “storm in a teacup” because, despite Chris’s complaint, the European order was completed on time, although you believe that in order to do so it was necessary to readjust some of the other orders you had for the CWPP factory. You naturally sprang to Marcel’s defence when Chris unfairly accused Marcel of being irresponsible at a heated debate during one of the CWK Board meetings.
When William offered his shareholding for sale at short notice, you were in no position to buy many of his shares because of the recent investment you had made with Marcel in the wine import business. The small increase in your shareholdings in CWK and CWK Europe was all you could afford. You thought it strange that William, whom you had known for a very long time, did not give you more warning of his departure, and it was only at his farewell party that you found out that William had told Chris a couple of months earlier, in confidence, of his plans to retire. Although it is speculation on your part, you believe that Chris probably took advantage of this “inside knowledge” by arranging in advance the necessary funds to buy the majority of William’s shares. Since this incident you have not trusted Chris.
You were pleased with the restructuring after William left because this had the advantage that you would not see Chris, whom you no longer trusted, on such a regular basis, as he would be based in the PRC rather than in Hong Kong. You appreciate that William acted as something of a peacemaker between you and Chris and in his absence you were concerned that it would be difficult to work too closely with Chris, especially as he was now the majority shareholder in both trading companies.
Then Marcel came to you to complain that rising costs were making it increasingly difficult for CWK Europe to gain new orders. You therefore took a detailed look at the costs, particularly the manufacturing costs of CWPP and the PRC Factories. From your investigation, you concluded that Chris must have inflated the costs of manufacturing the products made in the PRC to the detriment of the trading companies. You were also concerned to find that certain payments were being made by CWK to certain companies in Hong Kong with names that were very similar to the names of the PRC Factories. Having checked with the company secretary, you concluded that some of these companies had been set up without Board approval. You discussed this with
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Marcel and concluded that Chris was working against your interests and those of Marcel. Taking a leaf out of Chris’s book, you thus took Marcel’s advice and decided to set up CWK Holdings Ltd.
You found Chris’s response (sending notices to employees and customers) ironic considering that Chris had done exactly the same thing in setting up some Hong Kong companies with similar sounding names to the PRC Factories. You were also highly embarrassed by the adverse publicity which these notices produced. The notices led to an almost instantaneous downturn in trade for CWK and in particular for CWK Europe. Having discussed the matter with Marcel, you decided to close down CWK Holdings as soon as possible to minimize any further damage to your reputation and trading positions. Perhaps, with hindsight, forming CWK Holdings Ltd. was a mistake but Marcel had been insistent that it was the right move.
As far as Marcel was concerned, Chris’s strongly worded notices were the last straw and he was no longer prepared to work for any company in which Chris had an involvement. Marcel therefore resigned as a director of CWK Europe (but kept his shareholding) and decided to form his own window and ironmongery company.
Marcel thought there must be some legal action that both of you could take against Chris, so you sought advice from your lawyer who suggested the winding-up petitions and the libel action.
You have the following specific information in respect of the allegations you have made:
You have checked the records and discovered that there are Hong Kong companies with names very similar to all five PRC Factories. Of these five Hong Kong companies three do not have formal Board approval to be formed. There is however a minute written by William referring to the “usual arrangements” to expedite payment which might possibly be interpreted as giving authority to establish these other three companies.
Although you did not object at the time to the way William valued his shareholding, primarily because Chris readily agreed to the valuation and you knew that you did not have the funds to buy many of the shares, you feel that on reflection the shares should have been subject to an independent valuation. You also feel that Chris may have deliberately taken advantage of the situation by finding out, in advance, William’s intention to sell his shareholding and obtaining the necessary funds to buy William’s shares.
You definitely had not had all the detailed costings from the PRC Factories, though you may have had access to the detailed financial information of CWPP.
Again, this is difficult to prove but you believe that although there have been increased costs of labour and raw materials, the overall increase in the price of the finished goods is somewhat higher than the general level of inflation. It is certainly the case that CWK’s products are not as competitive as they used to be and that CWK Europe, in particular, is suffering from a very low value of orders.
The longer this dispute drags on, the lower the value of the companies is likely to be. You are therefore keen to settle the matter as soon as possible. You have already lost several valuable customers, though you know it would be difficult to prove that their loss is as a direct consequence of the current negative publicity.
Marcel does not like Chris at all and has decided not to attend the mediation. He has given you full authority to settle the dispute on his behalf and to accept a valuation of his shares in CWK Europe at the same valuation as your own shares.
You regarded Chris’s “without prejudice” offer as undervaluing the companies. However, since the offer was made the value of both trading companies has decreased by at least 8% and possibly as much as 12%. That puts the value of CWK at between HK$110,400.000 and HK$105,600,000 and your 35% shareholding at anywhere between HK$38,640,000 and HK$36,960,000. The value of CWK Europe is now between HK$12,880,000 and HK$12,320,000,
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making the value of Marcel’s and your shareholdings at between HK$5,796,000 and HK$5,544,000.
You need to settle this dispute quickly before the value of the companies falls even more, and so when Chris suggested mediation, you and Marcel readily accepted. Ideally you would like Chris to buy all your shares in CWK and the shares that you and Marcel hold in CWK Europe but do not know whether Chris still wants to do this or has the funds to do so. If you could settle this dispute and overcome the current difficulties, you would be prepared to continue in the windows and ironmongery business, at least for the next few years. You would then perhaps hope to sell your remaining shares once their value had increased again. Marcel has told you about a small vineyard for sale in Bordeaux and HK$5,500,000 would secure that purchase for you and Marcel.
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Case Analysis
This role-play centres on the relationship of two individuals, Chris and Kim, and explores in some detail how over the years of working together, that relationship has changed and now grown into one of distrust culminating in the current disputes. This role-play also looks at the all-too common difficult situation of minority shareholders’ rights.
As with many cases where distrust exists, there were incidents in the past that were not fully resolved or properly discussed at the time and the parties need to decide, with the assistance of the mediator, whether these incidents should be revisited before they are able to move on. Are the unresolved issues going to prevent the parties from being objective and get in the way of a sensible solution to the current disputes?
Again, as is common in situations like this where there is a long history, there are several claims and cross-claims arising out of the litigation between the parties. With the assistance of their respective lawyers, the parties have established positions on each of these disputes going into the mediation. How should these disputes be addressed? Should they be looked at as a whole or individually discussed? Should these disputes simply be put to one side, so as to concentrate on the wider business interests of the parties?
There are also two key characters in the dispute scenario who are not present at the mediation, but who have had a significant effect on shaping the relationship of Chris and Kim and of the nature of the disputes. There is William, the original instigator of the relationship and establisher of the companies, whose departure from the businesses led to the redistribution of shares and created a minority shareholding. William also acted as something of a peacemaker between Chris and Kim, and his absence has negatively impacted on Chris and Kim’s relationship, such that working together has become increasingly difficult. Then there is Marcel, distrusted by Chris but trusted by Kim. Although Marcel is not present at the mediation, his influence both past, present and future is a dynamic element that needs to be considered.
Both parties appreciate that the disputes are not only having an adverse effect on their personal relationship but, more importantly, are also damaging their businesses and in turn the value of those businesses. This dispute needs to be resolved quickly to prevent further losses. There is a zone of agreement which would enable Chris to buy Kim’s and Marcel’s shareholdings in the two trading companies but differences exist between the respective share valuations. This really requires the mediator with the assistance of the two parties to “work the numbers” on the financial side. Chris also faces the interesting dilemma as to how to value the respective shares in the two companies. Will Chris suggest a lower share value for CWK Europe to Kim, perhaps even as a way of seeking revenge against Marcel, who Chris believes is a dubious character, or will Chris simply seek an overall settlement and move on?
Whereas most mediations in this book envisage an ongoing relationship between the parties, in this case a settlement will result in Kim leaving the businesses and an end to Chris and Kim’s relationship.
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Greg Bond
Commentary for Training
The Dialogue of Truth
This story goes back decades and tells more than one story. There are plots and subplots, twists and turns, and heroes and supporting roles. It all culminates in a mediated dispute between Chris and Kim, in which the two almost certainly want to go their separate ways, in business and personally.
The case provides options for settlement through Chris buying Kim’s (and Marcel’s) shares over the coming years. As Chris does not have the funds for a full buy-out at present, the deal would need to be carefully crafted so as to make the agreement sustainable and enable the businesses to carry on running in the interim. A mediator can help the parties work out this kind of deal and do a reality check on its practicability. If that works, then the two parties’ needs for settlement and moving on can be met. Perhaps Kim can then concentrate on the winery business.
But a study of separation settlement is not all this case has to offer for training. It tells a long story of a friendship and a partnership. It lists a number of detailed allegations from both parties, accusing each other of non-transparent, destructive and selfish business decisions. In this case, we do not have the agents of two companies sitting around the table calmly discussing business issues, but two middle-aged men or women who were once good friends and close business partners, but have been in serious conflict for a long time. The case is highly emotional and mediation potentially acrimonious or explosive. If it were just about settlement, then this story would not contain so much history.
If just one, or both, of the role-players playing Chris or Kim, voices the need to tell the story and raise the allegations, then the mediator faces a number of challenges. How much space should be given to reviewing the past? How quickly and when should the parties be encouraged to look to the future? How much emotion can be useful in the mediation process? How will the mediator deal with recriminations and accusations, including those referring to third parties such as Marcel, Felix and William, who are not at the table? In all likelihood, the mediator will be faced with understanding — and showing understanding for — two completely different and competing versions of the past, with each side initially unable to see any perspective but his or her own. In encouraging the parties to understand that each has a legitimate view of the story, and what emotional and hurtful effect their actions had on the other, the mediator will be able to help them to move on — given that that is what they really want. This “dialogue of truth” is an element of every mediation. In this case, giving it some space can enrich the mediation training experience.