by Avery Duff
He muttered, “Gimme a break.”
Working on his laptop while watching the big monitor, he opened his system file to Case File 3940 and typed a memo:
Note: Brightwell/Palmer Contract
Case #3940
Re: Section 29 Reps & Warranties
I informed our TN counsel: Client refuses to warrant that it has not committed any violation of applicable law. Client will warrant only that nothing has been brought to its actual attention in writing by proper authorities re: violation of law. Consider this point material to transaction and will so advise Client. Will also advise our TN counsel again, monitor. RLW
He saved the memo on the firm’s case-management system, and as it disappeared into the ether, he entered .80 hours of billable time on his time sheet.
Next on his calendar: Prepare Directors’ Resolutions Brightwell/Palmer.
Still the same deal, but now he was tasked with making sure Brightwell’s board of directors had properly approved the deal. Diving back into the firm’s system, he found a set of Brightwell board resolutions from 2011 when it purchased a similar company. That sales agreement was very much like this one. So were the board resolutions. He knew that because he had drafted both documents.
In the body of the 2011 document, below its bold heading, appeared a series of double-indented paragraphs. Five pages of paragraphs each beginning with whereas or resolved or further resolved. These fact-filled resolutions, once signed, demonstrated that Brightwell’s board had evaluated, and only then approved, the deal. When he reached the director’s signature lines, he knew to delete one name: Oliver Dudley.
He took a gulp of coffee, remembering the deceased director from a lunch with Oliver and Philip, Robert’s mentor. The Philip Fanelli on the firm’s masthead had been Oliver’s closest friend before Oliver passed away.
The pair had started the firm back in 1965. A soft-spoken man, Oliver had a knack for getting along with everyone, and in ’05, he married Lionel Brightwell’s only child, Dorothy. Soon after, Oliver left the firm to take on the job of Brightwell Industries’ general counsel, only to die in his sleep in 2011. That was one short year after Robert came on board out of UC Hastings College of the Law.
He recalled Oliver’s funeral—the entire firm showed up, partners’ wives as well. Dorothy Brightwell was torn up over her dead spouse. Philip, too. Come to think of it, that was the only time Robert had seen Philip drink to excess, and he wound up driving Philip home.
While the rest of the firm gathered at Lionel Brightwell’s Bel-Air estate after graveside, Robert returned to the office to work on a dog-bite case. So called because Dorian, Lionel’s beloved beagle, had allegedly bitten a trespasser. The victim claimed he was lost, merely asking directions from the cook. Problem was, he asked directions from inside the gated estate’s wine cellar. Rather than hand over the case to his homeowner’s insurance, Lionel wanted to fight the fraud tooth and nail, believing both that Dorian was well within his rights and that caving to any shakedown got you a reputation as a pushover. As usual, Lionel Brightwell was right on the money.
Once Robert pushed back hard, the other lawyer folded. No way he wanted to fight Brightwell to the ends of the earth and recover zip, not even his own court costs. Robert had to admit, he’d been relieved. Going to trial on a dog bite or on any other case? Not his area of expertise—he’d never tried a lawsuit. But when you’re the new guy, still getting your feet wet, you get going . . . or you get gone.
Robert pulled himself away from that day and quickly deleted Oliver’s name—his signature line, too, because Oliver’s board seat had never been filled. After reviewing his changes to the new resolutions, he e-mailed them to Brightwell’s offices for directors’ signatures.
That done, he was off to his next calendar entry: Ragsdale.
The Ragsdale deal had nothing to do with Brightwell Industries. It was a $7 million sale of a company by one of Philip’s new clients, but so far Philip was MIA on this afternoon’s closing. He hurried two doors down the hall to Philip’s corner office and slipped through his open door.
A single Siamese fighting fish cruised the aquarium as Robert noticed a set of Ragsdale closing documents on Philip’s desk. Easy to see that Philip hadn’t touched them. In fact, while Robert’s office was orderly, Philip’s looked clean to Robert. As in unused.
Sprinkling fish meal into the water, he asked the fish, “Where’s our guy, Spartacus?” Spartacus swam to the surface, gulping breakfast, as Robert made it back into his own office and banged out an e-mail.
To: Philip Fanelli
Subject: Ragsdale closing
Need your comments to closing dox.
Will see you there, right? (Fed Spartacus.)
Thx, RLW
When he finished, it was 8:06 a.m. As of that minute, Robert L. Worth, senior associate, had logged 108 minutes of solid work. That work was broken into six-minute intervals and had been entered on his time sheets. All told, one-point-nine hours of billable time. One-point-six hours of it would be billed to, and the firm would collect on it from, Brightwell Industries.
Those billable hours are mother’s milk to the legal machine. Without those hours, law firms would eventually grind to a malnourished halt.
Fanelli & Pierce’s receptionist fielded calls on a busy switchboard as a male and a female client waited for their lawyers. The uneasy woman in jeans, Crocs, and a soft leather jacket was Alison Maxwell. Her vacant stare at the Cy Twombly painting was the most animation she could muster, overwhelmed as she was by whatever put her in this particular Eames chair.
A lawyer appeared from the inner sanctum. Alison started to stand, then watched the other client leaving with his own lawyer. She walked over to the receptionist, who held up a single finger—wait—and continued purring into a headset.
Once done, the receptionist asked Alison, “Yes?”
“Mr. Pierce? I had a ten o’clock appointment? It’s been, I don’t know how long . . . I have a job and—”
“I’m so sorry, but . . .” She checked the switchboard. That raised finger again. “This may be him. All right,” she said into her headset. “I’ll send her right down, sir.” Then the receptionist said, “Ms. Maxwell, Mr. Pierce is in Conference Room Three. Turn right, then it’s straight down the hall on your right.”
“I know, thanks,” she said.
In the hall, unescorted by an attorney, she moved tentatively till she reached the conference room and knocked on the door. No answer, so she knocked again. Then waited, wondering if she’d made a mistake. She was turning away when she heard laughter behind the door. Then a voice said, “Come on in.”
Once she opened the door, the first person visible at the conference table was Chase Fitzpatrick. Early thirties, an associate like Robert, but slick. Gym-toned with great hair, Chase was good-looking in a way that could make straight men uncomfortable.
Keeping his seat, Chase said, “Alison. Come on in. How goes it?”
“Oh,” she said. “Fine.”
Jack Pierce sat at the head of the table with Alison’s thick legal file in front of him.
“Ms. Maxwell,” Jack said, checking the Patek Philippe watch on his wrist, not bothering to stand, “grab a seat.”
Alison closed the door and took a chair.
Only then did Jack see any need to rise, shrugging away his forty-two years as easily as he did the Loro Piana jacket he was wearing. Masculine and tough, at the top of his game. A man wholly confident in both who he was and what he wanted, not inclined to make excuses for either.
“Now, Ms. Maxwell,” he said, “apparently we failed to connect in our previous meeting. So for the final time, here is exactly where you stand with me and with my firm . . .”
Down the hall from that conference room, Gia Marquez headed toward the corporate end. Heels, tailored slacks, and a pin-striped shirt with an open collar. Arms swinging free, the firm’s office manager was on the move, peering into offices, nodding to the lawyers inside. Easy to see
how walking anywhere near this woman might make a man feel more alive.
She stopped at Robert’s half-open door, rapped softly, and leaned against his doorjamb. “Mr. Worth?” she said.
Robert looked up from his work, a bit dazed from concentrating, but he smiled when he saw Gia.
“Good morning, Ms. Marquez,” he said, leaning back in his chair. Clearly, their Mr. Worth and Ms. Marquez routine cloaked an office flirtation. “No roses for me today?”
“Not yet. My Karl Lagerfelds bloom next month, right on schedule, but your time sheets are three days late. We simply cannot have that kind of . . . what’s the word?”
“Sloth?” he asked.
“We will not tolerate sloth of any kind at Fanelli and Pierce. As office manager, I forbid it, not with the firm’s bills going out next week.”
“I’ll get right on it, but only if you tell me one thing, Ms. Marquez. How totally awesome were Chase Fitzpatrick’s billable hours last month?”
“That’s highly confidential, Mr. Worth. I can only say Chase’s hours were right near the top but, as always, not nearly as totally awesome as yours.”
He liked hearing that news. He tried to stand before she took a seat, but she was too quick for him.
“Those two trial guys still doing their paddle-tennis thing?” he asked.
“Full-on bros,” she said. “To hear Chase tell it, he’s made a profound difference in Mr. Pierce’s backhand.”
Chase, they both knew, had been a tennis stud at UCLA till he blew out his ACL. While jumping the net after a humiliating loss, Robert liked to think.
“Good for Chase,” he said. “We both know where his real talent lies.”
“Ass-kissing?” she said. “Tops in his field, Mr. Worth, but isn’t that how the game is played?”
“Beats me. I keep my head down, stay in my lane.”
Gia said, “Hard work. Whatever happened to that?”
Robert gave her a three-fingered Boy Scout salute.
“You’re no Boy Scout. I don’t know what you are.” She laid a slim pay envelope on his desk and said, “Why not let me direct-deposit your paycheck? Give me your bank info and you’re good to go.”
“I like walking over to the bank.”
“Any particular reason?”
“Not really—stolen account numbers, wireless hacking, tossing your account into the cloud? Major banks have been breached already, and getting your money back? Can you imagine what fresh hell that would be?”
She thought about it a second. “For your balance, press one. Last deposit, press two. To find out where all your money went . . . forget it, dude.”
“Yeah, get in line,” he said, smiling.
“We’re the only two at the firm who don’t direct-deposit.”
“You? Risk averse?” he asked. “Weren’t you voted Most Likely to Bet the Ranch out at Santa Anita?”
Gia was about to return serve when his intercom buzzed. The receptionist’s voice: “Mr. Worth. Mr. Pierce would like to see you in Conference Room Three. Right away, please.”
“Got it,” he said to her. He stood, grabbed his iPad, and slipped on his sports coat.
“Jack Pierce? Conference room?” Gia asked, standing, too. “Could this be your big day?”
“I don’t know, could be,” he said, and he wasn’t joking around anymore.
She wasn’t, either. “Your time sheets, please, Mr. Worth. Bills go out next week.”
“Will do, Ms. Marquez,” he said.
After he hurried out, she decided to check out those family pictures on his credenza. She settled in on the one of Robert and that girl. Him in his tux, her in a prom formal. Two young Brahmins, they looked like, on the front porch of that columned home.
Peering closer at the bottom of the photograph, she made out script in silver ink: Rosalind & Robert Prom Night.
“Rosalind,” she said. “Sweet.”
Leaving his office, she tossed a thought Robert’s way: Big day? Hope so . . .
Out in the hallway, Robert headed toward the litigation end of the firm. Philip’s assistant spotted him from out in reception and caught up to him.
“Robert?” she said.
He stopped, turned to look at her. “What’s up, Sandra?”
“Mr. Fanelli won’t be in the rest of the week.”
“What about today?”
“I know, the Ragsdale closing. So, listen, he won’t be at the closing, but he looked over your documents and said they’re fine as is.”
“As is. Good, thanks, I’ll handle it,” and he was on the move again.
Robert doubted Philip had read the documents. No problem; he would make a CYA memo to file, proud that Philip trusted his judgment to such a degree. At the conference room door, he knocked, opened it, and stepped into the room.
To his left, Jack headed the table, Chase to Jack’s right. Alison was positioned several chairs down from them. Robert eased into a chair by the door across from her, but she kept her eyes on Jack, who was doing his thing: owning the room.
“Get over it, Ms. Maxwell. I’m telling you, you’re going to take their goddamn offer.”
“But—”
“The fine gentleman who just sat down is Robert Worth. He is from my corporate division. Do you know why I have summoned him here, Ms. Maxwell?”
“No,” she said.
“He’s here to draw up your settlement agreement. He will do so, he will do a terrific job, and then you will sign it first thing tomorrow morning.”
“Ms. Maxwell,” Robert said.
He handed her a business card across the table. She looked worn out to him and worn down by being in this room. She pocketed his card without seeming to notice him and stayed with Jack.
“But Brian is dead. He was only forty-one, and he got cancer from working at that warehouse.”
“We’ll never know what caused his death, not in a legal sense. And do you know why that is?”
She didn’t answer.
“Failure to wear a dust mask. Failure to remedy same after two write-ups.”
“But the company is lying about that. Why wouldn’t they lie about it? Isn’t that what they do?”
“Were his coworkers lying about him smoking—what brand was it, Mr. Fitzpatrick? Was it American Spirit Yellows? No wait. An e-cigarette, wasn’t it?”
Chase made a production out of reading from her file. “Afraid not, Mr. Pierce. Lucky Strikes. Nonfiltered. Two packs a day, according to the depositions.”
She said, “Those guys settled, so they’re lying, too. He smoked a little on weekends, but he didn’t even die of lung cancer. It was bladder cancer that spread to his lungs. When you took the case, you promised he’d have his day in court, like I promised my brother before he died!”
“Hey, why do you need me? Sounds like you have all the answers. Why don’t you try proving that the guys who knew your brother are lying? Why don’t you tell a Santa Monica jury—Santa Monica, where they string you up for smoking inside their houses—that your weak-willed brother chain-smoked Lucky straights for God knows how many years, and now his estate deserves a couple million bucks? You’re welcome to go for it, Ms. Maxwell, because I won’t!”
Robert watched Alison absorb the body shots. It was brutal, hard to watch.
“Take Mr. Pierce’s advice,” Chase added. “It’s my experience that he’s the finest trial attorney in Los Angeles.”
She didn’t listen to Chase. She looked at Jack when she said, “None of it’s true, I think they’re all lying, I . . .”
Her voice trailed, and she looked down. The room went quiet. Then she slowly raised her head and looked across the table at Robert.
“What do you think?” she asked.
The question caught him by surprise, but he didn’t show it. “I’ve just now come on board, Ms. Maxwell. Sorry, but I haven’t had time to review your file.”
The truth, but it caught Jack’s attention. He stood up, took the chair closest to her, a faint predatory vibe
as he slid his chair even closer to her.
“Look at me,” he told her.
He waited until she complied. Then he said, “Ms. Maxwell, the company is offering ten thousand dollars to settle for Brian’s death. Now. You signed an agreement with my firm. In it, you agreed to be personally responsible for all costs. On the hook for costs that now exceed ten thousand dollars. Costs that you owe my firm. Now. Again. When you settle—and you will—my firm will use those ten thousand dollars to pay your costs. My firm will then graciously eat the rest instead of looking to you. Because ten thousand dollars, Ms. Maxwell?”
She looked away. She had started crying about halfway in.
“I said, ‘Look at me.’”
She raised her eyes to his.
“Because ten thousand dollars is more than your brother’s pathetic life will ever be worth.”
Robert eyed a box of Kleenex on the credenza. Neither Jack nor Chase made a move for it. In spite of how much Jack grated on him, Robert fell in line.
Finally, Alison told Jack, “I’ll think about it.”
“Oh, you’ll do lots more than that, Ms. Maxwell. See you in the morning. Nine a.m. sharp. That’s when you sign off on your dead brother’s misspent life, and we put this unpleasantness behind us.”
She stood to leave. Jack kept his seat. Chase followed his lead. She walked around the conference room table. When she reached the door, Robert stood and opened it for her. With a mumbled “Thank you,” she was gone.
When Robert sat down, Jack was staring at him.
“So. What do you think, Worth?”
“Once I review her file, I’ll get that settlement agreement done, ready first thing.”
“Not what I meant, Worth. What I meant was, do you find the litigation end of my firm’s practice distasteful?”
“No, sir,” he lied. “Not at all.”
