“Without question. Section 1205 of the Limited Liability Company Law makes that clear. All partners are liable. I can go into more detail if you want.”
“Not necessary,” Clifford interrupted. “Save it for the brief. So, what are we going to tell Leung?” His question was largely academic. Both the code of ethics and their insurance policy demanded full disclosure.
“I don’t see any choice,” Beth offered. “Complete disclosure is our best protection. If we don’t tell him something and he finds out on his own, then we have real trouble. It could be a whole lot more than malpractice. The downside risk is too great.”
“Yes, I agree.”
“We could be guilty of concealing a conspiracy.”
“If there was a conspiracy, Beth.”
“Oh, there was a conspiracy, Frank. Erica and Sloane had been planning it for a long time. One of the bank accounts Chase located in Providence was set up a year before we were even retained.” She accidentally dropped her pen on the floor and mentally kicked herself for the clumsiness as she bent over to pick it up.
“How’re you holding up to all this, Beth?” Frank’s concern was genuine. “I remember the first time a client threatened me with a malpractice suit. It was only a ruse to avoid paying a fee, but the threat can be traumatic.”
“Oh, I’m fine today. Yesterday wasn’t so great, though,” she admitted. “It’s tough to learn that clients like Sloane can’t be trusted.”
“Yes, it’s sobering to learn why so much of our time is devoted to protecting ourselves from our own clients.”
“I guess covering your rear end is a fact of life, Clifford. It comes with the license to practice law. You all had to learn to do it. I learn quickly.”
“You will.” Max nodded reassuringly. “And your skin will get thicker.”
“When are we going to call Leung?” Frank asked, looking at his wristwatch. “It’s almost eleven p.m. in Taiwan, too late to reach him today. We’ll have to try him tomorrow.”
“No. I have his home number,” Beth responded. “We might as well get him on the phone right now. Let’s get it over with.”
“It’s your dime.” Clifford moved his phone over toward her.
“I have a tape recorder with me if you want to use it.” Frank took the tiny device out of his pocket and put it on Clifford’s desk.
“I don’t think that’s such a good idea,” Beth volunteered. “It’s one more thing we’d have to produce for discovery by the other side if there’s ever a lawsuit. It could prove embarrassing.”
“She’s right.” Max offered his support. “And unless we tell Leung about it, it’s an invasion of privacy.”
“I’d hate to think we’re reduced to taping conversations we have with our clients,” Clifford said.
“And what we tell him today won’t be an issue anyhow,” Beth continued. “After we finish the call, I’ll email him a confirmatory letter with all the details. I’ll circulate a draft to you before I send it.”
“Good idea.” Clifford joined her support group. “Anybody want some more coffee first?” Without waiting for their response, he called Constance on the intercom and asked her to bring in a fresh carafe.
“I’ve got a thousand things to do, Clifford. You don’t need me to hang around for the phone call, do you?” Frank asked.
“No. No reason. Thanks. Listen, Max and I are going to have an early lunch over at the Harvard Club. Join us around noon?”
“Sorry, I can’t make it,” he said, getting up from his chair. “I already have a date.” He walked out of the office, closing the door quietly behind him.
“How about you?” Clifford asked Beth.
“Thanks, but you’d better excuse me also,” she said, knowing full well that Clifford wanted lunch alone with Max. Beth took the piece of paper with C.K.’s number out of her folder and reached over to the phone on Clifford’s desk. After dialing the lengthy international number, she pressed the speakerphone button and sat back in her chair.
The speaker amplified the ringing throughout the silent office. The three lawyers stared at the phone, listening intently. In Taiwan, C. K. Leung answered on his private line.
“Mr. Leung?” Clifford asked. “This is Clifford Giles calling from Wilcox, Swahn and Giles in New York. How are you?”
“I am fine, thank you.” His voice had a hollow sound as he continued. “I am sorry that we did not have the chance to meet when I was in New York earlier this week.”
“Beth is here with me now. We have you on the speaker.” He did not mention Max’s presence.
“Well, hello there, Beth. How are you?”
“I’m fine, thanks, C.K.” She shifted uncomfortably in the leather armchair next to Clifford’s desk. “Sorry to bother you at home so late in the evening.”
“Not at all. These days I always seem to be on the phone until ten or eleven o’clock. Business is a twenty-four-hour affair now. Have you sent back our files yet?”
“As a matter of fact, they’re being packed up already. They’ll probably go out this week.”
“Good. Please take care of it for me.”
“I will. Now, if you have some time, Clifford and I want to discuss the Jasco judgment with you….”
“Of course.”
Beth described the details of the embezzlement to Leung as accurately as she could. She told him only what she had learned and very little of what she concluded. He offered no comment as she spoke, he created no dialogue. Beth chose her words carefully to avoid ambiguity, following her own frequent advice to litigating clients: Always speak as if your conversation is being recorded. The occasional electronic beep she heard from Leung’s end of the line confirmed the wisdom of her advice.
“Is the loss covered by your E and O insurance?” Leung interrupted her to ask at one point. Beth had anticipated the question but still felt her heart drop to the floor when she finally heard it asked.
“That’s not really the issue,” she responded with as much conviction as she could muster. “We’ve had the whole professional liability question thoroughly researched and our conclusion is that we acted properly.”
“I have no doubts about the performance of your firm. You can hardly be faulted for winning. The issue is what happened after you won.”
“Sloane was the president of Paramount,” Beth continued confidently. “He was acting with both apparent authority and the actual authority you had given him.” Max nodded with approval as he heard the assurance growing in Beth’s voice.
“Of course.” C.K.’s response conveyed nothing.
“I have to tell you something else for the record, C.K.,” Clifford now interjected himself. “When it comes to the question of any potential liability that this firm may have, we’re really in no position to give you an opinion because of the obvious conflict of interest. I suggest you consult with another law firm for any answers in that area. We would, of course, cooperate fully and completely.”
“I understand.” Again Leung was totally noncommittal.
“Have you reported this theft to the police yet?”
“We are still discussing that. Take no action at your end.”
Beth started to say something, but Max, sensing her need to apologize, silenced her with a finger to his lips. He and Clifford did not want her to extend the conversation any longer than was absolutely essential to complete the disclosure to the client. They certainly didn’t want her to start communicating any of her feelings of guilt to Leung over the phone.
When Clifford and Beth had finished talking to him, Leung thanked them politely. He then hung up the phone and turned to the small book he kept by one of the several other phones sitting on the large desk. He found and dialed the number of the bank investigator in Zurich recommended by Fidelity Bank. When Dieter Rheinhartz answered at the other end, it was in German. Leung identified himself in English and arranged for a meeting in three days. He then placed a conference call to his brother Andrew in Seoul and his brother Martin
in San Francisco.
—
The expected return call from Taiwan came in two days later, but it was not C. K. Leung on the phone. Constance announced on the intercom that there was a Mr. T. C. Chen on the phone from Taiwan, asking for Beth. “He says that he’s an attorney representing the Leung family and that he knows Beth from college.”
“Switch it over to Clifford’s office, please.”
Clifford and Max shot questioning looks at her as she entered, but she shrugged, indicating her lack of name recognition. “Put him through, Constance,” Beth said as Clifford reached for the speakerphone button.
“Hello, Mr. Chen. This is Elisabeth Swahn.”
“Tsing Chia Chen here,” the youthful Chinese voice responded, hesitating when her lack of recognition became evident through the amplified phone. “Excuse me…,” he proceeded, “but weren’t you friends with Brian Rhoden at Columbia?”
“I still am, but your name…I don’t recall it.”
“I rowed on the eight-man junior varsity crew with Brian. It wasn’t that long ago, was it?”
“Brian did crew at Columbia, but—”
“Hey, wait a moment,” he interjected. “My nickname in college was ‘Charlie.’ Does that help?”
“Of course. Now I remember.” She didn’t, but it seemed the diplomatic approach and she would check with Brian later. Her ex-fiancé never forgot a name. “How are you?”
“Fine. I returned to Taipei after graduating from Michigan Law School and have been practicing here ever since. I see from Martindale-Hubbell that you stayed on at Columbia.”
“Yes. I went to Columbia Law. Does your firm represent C. K. Leung?”
“Yes, we do. He asked me to call you about that little problem with Paramount Equities. I thought I might use our old friendship to try to work things out with as little inconvenience as possible.”
“Well, what do you have in mind?” Enough of that good-old-boy routine, she thought.
“Well, Mr. Leung first asked me to assure you that he is absolutely certain that neither you nor your firm had any intentional involvement in assisting the deceased Mr. Sloane. On the other hand, the Leung family has sustained a considerable loss and Mr. Leung feels that perhaps your firm was not as careful as it should have been.”
“What do you suggest, Mr. Chen?”
“I do not suggest anything, Beth. But my client suggests that the whole matter could be resolved quickly and fairly if your firm were to return the fee it made on the case.”
“Anything else?” There was no animosity in her question, merely a request for confirmation. She looked across at Max staring intently at the phone, hoping to get a better sense of Chen’s real position, while Clifford feigned disinterest by reading some papers on his desk.
“No, and in exchange, he would release you and your firm from all claims, which would, of course, relieve you from the risk of an intentional-wrong claim. We all know that such a claim would be outside the coverage of your malpractice insurance and that the assets of all of your partners would be personally liable for the entire missing seventy million dollars, with the added possibility of punitive damages on top of that.”
“If we settle, are you in a position to send us documentation establishing C.K.’s authority to speak for Paramount?”
“I will pass that request back on to Mr. Leung.”
“When would C.K. like an answer?”
“Mr. Leung has instructed us to withhold the institution of suit for sixty days. If he receives the reimbursement within that period of time, that will be the end of it.”
“Your position seems quite clear. Let me have your firm’s address and phone number. If we need to contact C.K., should it be through you?”
“Of course.”
“I understand. Thank you for calling.”
“Oh, and one more thing. Mr. Leung asked me to remind you to send out his files—”
Beth hung up the phone and looked at Clifford. “What is his preoccupation with those damn files?” She asked the question out loud, not expecting an answer.
“Maybe there’s something in the files he’s concerned about,” Max said.
“I don’t know, Dad.”
“Something important enough to make him want to settle a potential seventy million claim against us for five and a quarter million?”
“Why is he being so kind?”
“He mentioned those files to me at dinner, then over the phone two days ago, and through that T. C. Chen guy just now.”
“Look, let’s not worry about that,” Clifford said. “Send him the files, but be sure to sanitize them first and copy anything that looks relevant to the due diligence question.”
“What about the retainer?”
“I have no intention of returning our fee to him.”
“I agree,” Beth offered. “It’s extortion.”
“Exactly. I don’t trust this C. K. Leung. He strikes me as an unctuous sort of chap.”
“But he’s not the bad guy,” Max said. “He got screwed by Sloane.”
“Maybe so, but we’re not going to stand by while he finds the money on his own and then tries to recover twice by making a fraudulent claim for reimbursement against our insurance company or his.”
“You’re right there. Paramount must carry insurance against employees’ thefts.”
“Do you think we should send him the files if we’re not going to settle, though?” Beth asked. “Maybe there’s some leverage here that we don’t know about.”
“You may be right about that,” Clifford replied.
“And if we may go to the mattresses,” Beth continued, “let’s also make C.K. prove he owns Paramount before we turn over anything to him. I’m finished assuming anybody’s legit.”
“Good point, but a client does have a right to his files. Okay, let’s hold the files until you get the proof you want from C.K., and then send them to him.”
“I will,” Beth said. “But are you going to turn this thing over to the insurance company?”
“Yes. I’m not too concerned about our intentional tort liability.”
“Suppose the insurance company decides it was intentional and they refuse coverage?”
“It’s more of a theory than a reality, Beth. My inclination is to turn the whole thing over to the carrier, pay the hundred-thousand deductible, and simply let them handle the matter. It will be cheaper for us in the long run.”
“I understand,” she replied.
Clifford sat quietly for another moment before getting out of his chair and walking over to Beth. “Will you excuse us, Beth? This now becomes a matter for me to discuss privately with your stepfather.”
“Of course, but I intend to pay for the deductible myself.”
“No, you won’t,” Max said. “If we can’t get the insurance company to waive the deductible, I’ll cover it.”
“That’s very paternalistic of you, old chum, but I wish to point out that if any other associate in the firm ever screwed up this way, you would have been the first one to fire him right on the spot, no trial, no hearing, no explanation. The issue here isn’t the hundred thousand but the reputation of the firm.”
“I’ll resign,” Beth offered.
“Oh, don’t be childish,” Clifford said irritably. “No one’s firing you or asking for your resignation.”
“We should try to locate the money ourselves. What about that investigator you mentioned two days ago?”
“I spoke to Dieter last night. He told me he’s already been retained by C.K. He’s meeting with them in Taiwan tomorrow.”
“That doesn’t surprise me, given his reputation,” Max said. “Can you get him to keep us in the loop?”
“He understands we have a serious interest in the case.”
“How well do you know him?” Beth asked.
“Let’s just say I’m glad C.K. has retained him.”
“Maybe we should hire our own guy also. Do you want me to find out who HSBC uses for its inv
estigations?” She knew she was becoming emotional but no longer cared. The damn money had to be found and returned to C.K. The conflict she had caused between Max and Clifford only added to the weight of the personal responsibility she already felt.
“Forget it. We’re not spending half our fee for a private investigator. The firm will pay the hundred-thousand deductible if it’s necessary and go on to the next case. Set up an appointment with our insurance company.”
“That bastard stole seventy million and used me to pull it off!” Her face turned red with the force of her explosion, but Clifford wasn’t impressed.
“And he drowned. There’s no personal satisfaction available in this for you. Let it drop.”
“Clifford is right,” Max interrupted.
“C.K. said he’d wait for sixty days. We have a two-month window of opportunity to recover the money ourselves. There’s more to it than satisfaction.”
“Look, I want you to let it drop. Max, do you agree with me on this?”
“Absolutely.”
“Well, fine, then. So why don’t you prepare the letter you are going to send to Leung and let your stepfather and me trade old war stories for a while.”
She felt thoroughly chastised by his patronizing rebuke but had the good sense to recognize the time for a graceful retreat. She smiled, uncrossed her legs, got up out of the chair, and left Clifford’s office. Only her mother would have understood the glint in her eyes and the set of her jaw.
—
Beth looked up as Max stuck his head into her office. “Are you and Clifford finished?”
“Yeah. Your mother and I are having dinner with him tonight.”
“I can’t make it. I have a softball game to play.”
“You’re not invited. Are you ready to go to lunch?”
“Sure. Just let me grab my jacket. Is Mom going to meet us at the restaurant?”
“If she wants to get fed. By the way…” He looked admiringly around her office. “Your new furniture is beautiful.”
“It’s tainted with Sloane money. I feel like returning it to the store.”
“Totally understood. Just contact the insurance company and let them handle things from here on in.”
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