The Dryden Note

by Henry Hollensbe

  Next morning Celia was scrubbed and dressed by the time Sloan and Tyler had made

  themselves presentable.

  “How’s the head?”

  “Sore, but no headache.”

  “Tough lady,” Tyler said.

  “Is it all right for you to be missing from the store today?”

  “It’s Saturday. I’m an office worker.”

  Sloan nodded.

  She turned to Tyler. “What about you?”

  “I’m guarding the fort.”

  Celia and Sloan walked to the kitchen, where Sloan placed Soups of the North

  Georgia Mountains in a paper sack. “Sort of a nonchalant way to handle a piece of paper

  worth four billion dollars,” Sloan said, smiling.

  Sloan drove north on I-75, toward Marietta and the bank branch where he had his own safety deposit box.

  The light Saturday traffic allowed him to concentrate on the beautiful, perhaps soonto-be billionairess sitting beside him. He recognized the cliché, but he felt he had known her for longer than the five and one-half days since they had met.

  He considered the economics that had ruined his marriage.

  A week ago, Celia might have found living on the salary of a full professor acceptable; soon she might be one of the wealthiest women in the world.

  It was early afternoon when Sloan and Celia returned to Twopenny Lane. Celia held the safety deposit box key for Tyler to see. “All set,” she said.

  “Calls for a drink,” Tyler said.

  “A short one,” Sloan said. “We’re not quite finished thinking for the day. We still have to find an attorney.” He paused. “First of all, we need a major firm, with financial strength.”

  “Why financial strength?” Celia said.

  “To pay its own lawyers and its expenses relative to the case.”

  “We don’t pay for this?” Celia said.

  “The firm has to have the financial strength to take the case on a contingency basis.”

  “Contingency?” Celia said.

  “The firm’s being paid is contingent upon its winning—which means they won’t take the case unless they think they can win.”

  “OK, I’ve got it,” Celia said.

  “On the other hand, the contingency fee will be set high enough to make the gamble worthwhile. For example, say an injury case, with thirty thousand dollars at stake, an attorney might ask for a third. If he wins, he gets ten thousand.”

  “Seems like a lot.”

  “You have to consider the attorney’s gamble—if he loses, his children go hungry.” Celia nodded.

  “But we have a different situation here. A third of four billion dollars would be absurd.”

  “How much, then?” she said.

  “We’ll have to negotiate with them. Say—say a million. Would you pay an attorney a million dollars to gain four billion?”

  She nodded.

  “Would you pay ten million?”

  “ It sounds like a lot of money.”

  “Yes, it is, but ten million would be a bargain. And maybe a hundred million, for that matter. But the point is, we have to negotiate with them—what do they think of our case and what do they want to be paid to take on one of the biggest and richest—and maybe most ruthless— corporations in the world?”

  When the clattering of the lunch dishes in the kitchen ended, Celia said , “OK, bodyguards, not a lot of attorneys at the office today. What do we do next?”

  “Just thinking of that,” Sloan said. “How about the three of us drive to Oconee County until Tuesday morning. Salute our Nation’s birth in American style. I have a friend who has a seldomused weekend house in the middle of nowhere. Good security.”

  “OK.”

  “Woody?”

  “Sounds fine.”

  “I’ll call.”

  The Oconee County house was southeast of Atlanta: a country cottage with none of the rigors of country living.

  The evening was devoted to several bottles of cabernet sauvignon and Tyler’s New York strips on the grill.

  When the kitchen was cleared, Celia said , “OK, a question? Let’s assume I get all that money. What will I do with it?”

  “Give it away,” Sloan said.

  “Give it away?”

  “Of course,” Tyler added.

  “That’s what has to happen to all great fortunes. You have to benefit the public. Support medical research. Explore the seabed. A thousand worthwhile causes waiting.”

  “Put your pre-tax four hundred million...,” Tyler began.

  “Five hundred, I understood,” Celia interrupted.

  “You have to save something to live on.”

  Celia smiled and shook her head.

  “Put your pre-tax four hundred million in a tax-free trust, invest it at a safe six percent, generate twentyfour million per year,” Sloan said. “Excavate more of Egypt. Pay the college tuition for a thousand poor kids.”

  “Make a serious attack on multiple sclerosis,” Tyler said.

  Celia was silent.

  Chapter 28

  Celia stayed with Tyler on Twopenny Lane Tuesday morning, while Sloan was in his office by mid-morning.

  He skimmed through his messages, then called Harding.

  “Yes, Professor.”

  “I’m thinking about counsel.”

  “The search for suitable attorneys is going to be more difficult than you can imagine. Most of the big firms in Atlanta have handled various legal aspects of the Company’s business at one time or another.”

  “Automatic conflict of interest. Any ideas?”

  “Start with local firms. There must be some in town who aren’t doing business with Walter. I’ll FAX a list of possibles to you.”

  Just before sunset Sloan knocked on the door at 17 Twopenny Lane. He was carrying a small overnight bag.

  Celia ran to open the door.

  Sloan shook his head. “Not good. The days in which you could assume a knock at the door heralded the arrival of a friend are over!”

  Celia cringed, then put her arms around Sloan’s neck.

  Tyler walked into the foyer, where Sloan and Celia were entangled.

  “Oops!” Tyler exclaimed. “Sorry, I didn’t...”

  “It’s all right, Woodruff,” Sloan said, smiling. “Miss Morgan is only showing her gratitude for our aid.”

  “Didn’t show me any gratitude like that,” Tyler said with a wry smile.

  “Ah, right. Anyway, Woodruff, how has it gone here this afternoon?”

  “Quiet.”

  “Very quiet,” Celia agreed. “Woody went over the numbers again for me. Amazing.”

  “Yes.”

  “And you, Thomas?”

  “I,” Sloan said, with a smile, “may have found a firm of attorneys.

  “Tell us,” Tyler said.

  “Celia and I are meeting with Cavendish & Wasserman at 10:00 tomorrow.”

  Celia nodded, then pointed at the bag Sloan had brought with him. “What’s in that, more guns?”

  “No, I stopped by my house for tomorrow’s clothing and my shaving kit.”

  “What do you...?”

  “I propose Woody and I stay again tonight.”

  “I just hope my reputation doesn’t suffer.”

  Sloan looked at Tyler. “Been a while since I heard anything quite that demure, Woody.”

  “Me, too. I’ll just go get my tooth brush,” Tyler laughed, “and be right back.”

  “Bring something to eat,” Sloan yelled as Tyler opened the door to leave. July 7, Atlanta.

  Sloan and Celia drove south in the morning traffic.

  “What do you know about this lawyer?” Celia said.

  “Not much. His secretary said he’d see us, which gave him a big plus with me. Then I checked him out in Martindale-Hubbell. The firm seems to be all right, but we’ll have to judge for ourselves.”

  James’ private secretary came for them.

  “Ready?” Sloan said.


  Celia took his hand in hers and squeezed.

  “Never be able to talk, let alone think, if you keep that up,” he said.

  “Do your best,” she laughed.

  Edward James was perhaps fifty. He wore a gray pinstriped suit with an English cut

  and shiny English shoes. There was just a fringe of what had been sandy hair around the equator of his head. He peered over the top of Ben Franklin glasses.

  “And how did you find your way to us?”

  “I called several firms. Yours was the first firm that would talk to us.”

  James frowned. “No one would even talk?”

  Sloan nodded.

  “Is there something about your case I didn’t understand from my secretary?”

  “I believe I made myself clear. Miss Morgan wants to make a demand of ICP on an unpaid note. I expect litigation.”

  “Doesn’t sound like a reason not to even talk.”

  Sloan described Celia’s situation.

  At the close of the brief history, Sloan handed a copy of the Dryden note to the attorney.

  After he completed his reading, he lowered the note and peered over the top of his glasses at Celia, then at Sloan. He laid the note on his desk, then looked at his visitors.

  “Anything else?”

  Sloan handed him a copy of the 1903 Cement Products letter to Daphne Dryden.

  James read the letter without looking up. “Anything else?”

  Sloan handed James a copy of Daphne’s letter to her parents.

  “You have the originals?”

  “We do.”

  “Seems like a package.” he said, then paused. “Interesting way for whoever worded the note to handle the laches question.”

  “There’s quite a history,” Sloan said, “including violent deaths. Odd behavior by ICP personnel regarding the study I am conducting for...”

  “A study? What study is that?”

  Sloan explained.

  “I think we can convince you of the authenticity of the claim, counselor, but, before we reveal too much more of our position, I think we’d like to hear your thoughts on taking the case.”

  “Let’s explore a bit further in one or two other areas.”

  Sloan nodded.

  “One, what do you want to do?”

  “Demand the Company deliver the shares.”

  “Negotiable on the amount?”

  “No.”

  “I don’t follow the market. How much are we talking about in dollars? “ “Around four billion dollars.”

  “Billion?”

  Sloan nodded.

  James hesitated, staring out a window. “Do you imagine ICP will resist this?”

  “That’s why we’re here. I know how to write a letter asking the Company to deliver the shares. What I don’t know how to do is make the Company do so.”

  “Hmm. Yes. Hmm, how do you propose to pay for our services if we should take the case?”

  “On a contingency basis.”

  “With what division?”

  “Negotiable. It shouldn’t be difficult to arrive at a fair figure.”

  “Do you have something in mind?”

  “Would you take the case on a contingency of, say, ten million dollars? Plus expenses.”

  “Have to talk it over with my partners, but, yes, I imagine so.”

  “Suppose we set the contingency at, say, three times that? Interested?”

  “Theoretically, yes. Of course.”

  “What if we converted that to, say, one percent of whatever is recovered?”

  James smiled as he scratched at a pad on his desk. “One percent—an expectation of forty million dollars at the current market.”

  “Suppose we say one percent of the value of the stock on the day it’s transferred to Ms. Morgan?”

  “Perhaps a better idea: why not just give us one percent of the stock. The actual shares.”

  Sloan smiled. “Simple. Good thinking.” Sloan looked at Celia, who shrugged her shoulders in bewildered agreement. “OK. Fine. Yes. Take that proposal to your partners.”

  “I shall,” James said, as he rose to escort his visitors to his door.

  “When can we expect to hear?” Sloan said.

  “Early next week.”

  “That’s not acceptable. We have to get our representation nailed down.”

  “All right. Friday afternoon.”

  “I’m sorry, Mr. James, but I need to know right away. Noon?”

  “Noon on Friday?”

  “Today.”

  “Today?” James said, looking for guidance at the ceiling. “2:00?”

  “I’ll call you at two.” Sloan hesitated. “Mr. James, may I have my documents back?”

  “Of course,” he said, handing the papers to Sloan, “but I don’t see how I can approach my partners without having...”

  “There are security issues. If your partners are ready to contract with us, we’ll return the copies and provide the originals.”

  It did not take the senior partners at Cavendish & Wasserman long to deal with the question. ICP could extend the litigation for years, consuming the firm’s cash and some of its best talent. Cavendish & Wasserman regretted, but it would not take the case.

  The partners suggested James let his golfing friend at Peabody and Gould know about the people who had come to see him. Perhaps the firm would reap some sort of reward from ICP or Peabody and Gould someday.

  Sloan called James at 10:00.

  “I’m sorry, Professor, but we’ve decided we don’t want to take the case.” “Why not?”

  “We don’t have the capital to take on ICP.”

  “For forty million dollars, you’re not willing to risk your capital?” “It’s the system: he who has the money to hire the best...”

  “You can skip the lecture on American legal system, Mr. James.” Sloan hung up.

  Sloan called 17 Twopenny Lane.

  “They turned us down.”

  “A forty million dollar fee?”

  Sloan explained the firm’s attitude.

  “That’s what everyone else will say, too, isn’t it?” She was despondent. “No. There are firms that take on the likes of ICP every day. Bigger, stronger,

  tougher than Ed James and his people. I just have to find one.” “If you’ll just tell him Tom Sloan called.”

  Harding called back immediately.

  Sloan described Cavendish & Wasserman’s response.

  “I’m not surprised. You’ll may have to go outside Atlanta.” He paused. “Maybe

  L.A. Maybe Chicago. Someplace where the Company doesn’t draw quite so much water.” He paused again. “I’ll make it my number one problem over the night. Call me midmorning tomorrow.” Harding paused again. “You know, Professor, when you take just a little wider view of this situation, what we really need is some sunlight.”

  “Sunlight? I don’t follow.”

  “The light of day. We should expose all of this to the media. That would put the Company on the defensive. Can you see the headlines? ‘Atlanta Woman Seeks Redress of Wrong by Major Corporation’? The next line reads, um, ‘Allegation ICP Cheated Ancestor; Position Now Worth Billions’. Think that would slow any efforts to do any harm to Miss Morgan? Plus, a telephone call from most of the lawyers alive today?”

  “Hmm. Yes, I see that.” Sloan said. “So you’re suggesting a press conference, or something of the sort?”

  “Precisely. Make it as soon as possible. Earliest presentation to the press means earliest safety for Miss Morgan. Think about that idea and call me tomorrow, midmorning.”

  “Yes, sir.”

  Chapter 29

  It was late afternoon in London when Mangrum chauffeur parked near the Gulfstream.

  “The Captain is just confirming the weather, Mr. Mangrum,” co-pilot Clifford Sutton said. We had expected you somewhat earlier and we need an update.”

  “Take your time, Cliff. I’m in no hurry.”

  When Captain Robert McKeithan retu
rned to the aircraft, Mangrum accosted him. “I don’t feel we should go,” Mangrum argued, looking at the sky. “The weather looks— unsettled.”

  “Unsettled, sir?”

  “Yes, unsettled.” He paused. “Check again, will you, please.”

  After McKeithan had exhausted the weather station’s information and his own

  patience and had declared the weather across the north Atlantic to be adequate, Mangrum determined he would like to examine the aircraft. “Can’t tell when you might miss something, Robert. Let’s have a look.”

  After accom panying Mangrum on half an hour’s inspection and answering a long series of inane questions, McKeithan stepped in front of Mangrum. “We must go, Mr. Mangrum. Our departure clearance is running out.”

  “But we can get another, can’t we?”

  “Of course.”

  “Let’s do that. It’s almost lunchtime. Let’s go into town for lunch. Anywhere you

  like.”

  “I must insist, Mr. Mangrum. We shouldn’t...”

  “Know who owns this plane, Captain?” Mangrum snarled.

  “You do. I mean, ICP does.”

  “Then you’ll agree ICP’s CEO can say where and when this airplane flies?” “Of course, sir, but...”

  “Lunch. Back in town. Maybe we’ll just stay over and go home tomorrow.” McKeithan hesitated, then said, “Certainly, sir, but let me check one thing with the

  forecaster.”

  “Take your time.” McKeit han was shaking his head as he returned to Mangrum’s side. “The next storm—Tropical Depression 12—is on the charts now. It’s well out to sea, but the Southeastern coast is alerted. I hadn’t paid close attention before because we would have arrived at Hartsfield long before it could affect us, but—well, the forecaster recommends leaving today or delaying until the storm passes.”

  “This is not some ploy to get me into that plane, is it, Robert?”

  “Would you like to see the maps and talk with the forecaster?”

  Mangrum shook his head. “It’ll be past when?”

  “Maybe four days, maybe more.”

  Mangrum’s quizzical look at the Captain was replaced by a wide smile. He turned

  toward the Gulfstream. “Let’s fly, Captain. What time we will we arrive?” “We have headwinds. We’ll refuel in Philadelphia. Atlanta early tomorrow morning.” Moments later the Gulfstream was airborne. Mangrum reflected on the change in his attitude. Almost chemical. One moment he was going to hide in London and the next he was ready to fight.