“Absolutely.”
* * * *
Alex Green heaved a sigh of relief when he hung up the phone. His new attorney, Carlos Zacarra, had told him that Bob Grossman had intimated that Z-Tech was about ready to go to the State Attorney to file criminal charges and that they had new evidence against him. He didn’t know what that new evidence could be, but he would like nothing better than to get the hell out of Dodge with a big payoff before that happened. He was willing to disappear if necessary. Talbot would be furious, and he could sue these new guys all he wanted, reps and warranties be damned. He could hear the waves breaking on the Hawaiian shore. He was ready to grab his board and bolt.
* * * *
Carlos Zacarra told his assistant that he would take the call from Alex Green. He ran his hands through his dark, wavy hair and over his five o’clock shadow as he loosened his tie. He was already sorry he had agreed to take on this client. It was never a good idea to get involved in a case in the middle. He had gone to law school with Tori Alvarez. He had really only agreed to take it on because he liked Tori and had wanted to help her out. He could see that Green was going to be a pain in the ass. He called constantly about small matters that could wait until they met, and Carlos knew he had to be very careful or he’d feel the breath of the malpractice dragon on the back of his neck as well. He wasn’t about to let that happen. He was already very judiciously documenting his file in case something like that came up.
“Alex, what’s up? We only spoke a few hours ago.”
“I had a call from an attorney in Fort Lauderdale who says he has clients who want to buy my program. I’ll need you to negotiate the contract. They are going to want a lot of representations and warranties about pending litigation, so I think we might need to dismiss the countersuit and see what we might be able to negotiate with Z-Tech and the Alvarez firm.”
“That’s interesting. I can’t imagine why anyone would want to step into that hornets’ nest. Who called you?”
“A guy named John Malone.”
“I’ll check him out, give him a call, and get back to you. In the meantime, don’t agree to anything.”
* * * *
Zacarra pulled up John Malone on the Martindale-Hubbell directory of attorneys and then checked out the firm’s website. He had a small boutique firm in Fort Lauderdale with a full complement of very respectable clients, some in the technology industry. This could be legit. He picked up the phone and dialed Malone.
“John, this is Carlos Zacarra in Miami. I represent Alex Green. I understand you have some clients interested in purchasing his computer program.”
“That’s correct. I represent a consortium of investors who have formed a new entity to acquire the program.”
“Can I ask who the principals are?”
“I’m not at liberty to divulge the names of my clients. I will be negotiating and entering into any contract on their behalf.”
“I think I’m going to need more information than that before Mr. Green agrees to enter into negotiations. He would have to clean up some litigation matters before closing, and he would need to know that he had a concrete offer before he did that.”
“I can give you a non-binding letter of intent, and I can also give you a letter from my firm confirming that my clients have placed a substantial deposit in my trust account to cover the contract deposit and the purchase price. That is as far as I can go with disclosure.”
“Can you tell me why they would want to enter into negotiations for a program that is already embroiled in litigation? That seems a little off to me.”
“I have no idea why they want the program. All I know is that they told me it fit in with something they are already working on, and having that code would speed up the delivery of their project.”
“Well, get me the letter of intent and confirmation of deposit, and let’s get together and see if we can hammer out a Contract for Purchase and Sale. I’ve spoken with my client, and he has authorized me to go ahead and start negotiations.”
Chapter Forty-One
The week before Tori’s preliminary meeting with the Grievance Committee, where she turned over her file for their review, had rushed by. The meeting had been grueling as Robert had promised. She had gone over the file with them page by page and had tried to explain that she hadn’t known that Zack Talbot was the principal of Z-Tech when she met him socially. She showed them the discovery she had been provided which proved that his name did not appear anywhere in the materials. She explained that she had immediately withdrawn from the case upon finding out and had cut off all contact with Talbot. The panel hadn’t commented, but she didn’t think they looked particularly impressed with her explanation. The fact that she and Zack had dated for weeks didn’t look good.
The week since the hearing while she waited for the committee to make its decision as to whether to take the matter further and file a formal complaint against her dragged by. Her entire life was on hold pending the outcome. She was systematically updating her files and briefing her partners and associates on her other open cases so they would be up to speed. If she had to withdraw from representation of her clients in the event the hearing went against her, she wanted everything to be in order. She wasn’t expecting a good outcome given her luck of late.
She hadn’t made a final decision as to whether or not to make an admission of minor misconduct or tough it out. Making an admission would really go against everything she believed in and who she was as a person, but she knew she had to be practical. If the panel accepted the admission, it could make this all go away. She would do it and accept the admonishment which would be on her record forever. If they didn’t accept her admission, the matter would go to trial on a formal complaint.
With all that was hanging over her head, it was no wonder she wasn’t sleeping. She missed Zack, and the physical pain of his absence had shocked her. She had never been so invested in a relationship before. Not only did she physically miss him, the feelings of betrayal were constant and painful. She really just could not process the entire matter. It was all so unbelievable. How had her life gone from wonderful to total shit in a few minutes time? How could he have done this to her? What the hell had he been thinking? He had been the most loving and attentive man she had ever been with. None of it made any sense. The whole situation left her bewildered.
* * * *
John Malone and Carlos Zacarra met on several occasions to negotiate the deal for the program, make revisions, and come up with a final contract that was accepted by both sides. Malone had successfully negotiated all of the terms regarding the pending litigation that Zack wanted on behalf of Tori and her firm, and he had managed to keep Z-Tech’s involvement confidential. Zacarra had continued to press for a disclosure of the principals of the purchaser, but Malone thought that it was just for form and that he really didn’t want to know. He had the feeling Zacarra was just covering his butt. He couldn’t blame him for that with a client like Green. Malone had held firm, and the contract had been signed.
The closing of the transaction was scheduled for a week after receipt of all due diligence, including the dismissal of Green’s countersuit with prejudice. Once that was accomplished, the closing took place in Malone’s conference room. It was rather anticlimactic, and the only parties attending the closing had been Green, his attorney, and Malone.
“Gentlemen, let’s get these documents signed, witnessed, and notarized. Then I’ll need all of the program materials before I deliver the cashier’s check.” Malone was anxious to get the matter closed, but he didn’t want to let on that this was anything other than a normal closing.
Green signed all of the seller’s transfer documents as well as general releases in favor of all parties including Tori and her law firm. Malone had told Grossman that Zacarra had not even blinked when negotiating those documents. He was pretty sure that Zacarra had been happy to help get Tori off the legal hook and that he didn’t like or trust Alex Green. He had done a good job and negotiated a tight contract fo
r his client, but Malone could tell his heart wasn’t in it.
“Thank you, Mr. Malone. This all went much more smoothly than I anticipated. Pleasure to do business with you.” Alex Green’s mood had been expansive upon receiving Malone’s trust account check for three million dollars, the final agreed purchase price, when the closing documents were finalized. The program materials had been turned over to Malone, and once Green and Zacarra had left his office, he called Grossman to let him know that the transaction had closed.
* * * *
Zack, Chuck, and Grossman were anxiously waiting in Grossman’s office for word that all of the documents had been signed, sealed, and delivered. Zack felt a profound relief when he knew the releases had been signed and that Tori was safe from any further reprisals from Green. Grossman had explained that since the grievance matter was already under consideration by the Bar Association, the releases would not solve that problem for her. That matter was still up in the air and at the discretion of the committee.
Chuck Jackson said, “When can we let that bastard know who bought the program? He’ll blow through that money pretty quickly, and then that’s the end of that gravy train.”
“I think we should let him enjoy his victory tonight,” Grossman said. “I’ll call Zacarra tomorrow morning. I’ll advise him that the evidence needed for Green’s criminal prosecution will be ready to go to the State Attorney’s office should we ever hear another word from Green.”
“I’d like to see the bastard’s face when he realizes he’s been had. Three million is a small price to pay to be rid of him. I just wish I could make Tori’s Bar problem go away as well.” Zack was not completely satisfied with the outcome. Not only had he paid Green three million dollars, but he had not been able to completely solve Tori’s problem.
“I’m going to contact the Grievance Committee and present Green’s general release to see if that will mitigate the committee’s findings. Once they got involved, there was really nothing that could be done but for Ms. Alvarez to see that through. I’ll call Robert Barlowe and let him know that Tori and their firm are off the malpractice hook at least. That should go a long way toward smoothing the waters for Tori with her firm.”
* * * *
The next morning, Zack picked up the telephone and called Alex Green at his home in Fort Lauderdale.
“Hey, Alex! Zack Talbot here. I just thought you’d like to know that although it cost me a few mil, I’ve got my program back, and I’ll be glad to see the last of you. It was the equivalent of swatting a fly. I’m sure you’ll blow through that money in a New York minute, and that’s the end of it. Don’t think you get another trip to the well. That was your one and only. Just so you know, you signed away all of your rights to that stolen program for a pittance of what it’s going to earn me over the next few years—and I’m going to enjoy every dollar of it.”
“What the fuck—”
“And just so you’re under no misapprehension, we have enough evidence, including witnesses, to put you away for a long time. If you cause me, my company, or Tori Alvarez any further problems, you’ll be wearing stripes. And it will be my pleasure to put them on you. We have you on tape with Rachel Dominquez admitting to any number of felonies, not to mention the evidence on the e-mail archiver.”
“You can’t threaten me. Just because you’re pussy-whipped you bastard—” Alex was sputtering mad. It seemed he could barely form a coherent sentence.
“Don’t go there, Green. You’re done. Ask your attorney. Grossman’s already spoken with him this morning and laid it all out for him. I’m sure he can explain it to you.”
* * * *
Alex was furious. He now clearly saw the meaning of all of the paperwork he had signed, especially the general releases and assignments of rights. He had no wiggle room, no come back. He knew he should have held out for more money, but he’d known Z-Tech was breathing down his neck with that threat of criminal prosecution. He had wanted to get out of town with a big chunk of cash, only now that chunk didn’t seem so big. But the alternative, a bunch of years—maybe some of his best years—in jail was not an appealing alternative either. Well, fuck them all. I’m on my way to Hawaii. The money would last as long as the money would last, and then he’d think of something else. Too bad he had released his rights to pursue the malpractice action against Tori’s firm.
Chapter Forty-Two
Tori looked up as Robert Barlowe rushed into her office on Wednesday morning. He looked exuberant.
“I just had a call from Bob Grossman. Apparently Z-Tech, acting through a blind subsidiary, repurchased the ZApp program from Green. They managed to wrap up the deal yesterday, including general releases for all parties including us and a dismissal of the countersuit. The threat of a malpractice suit against both you and the firm has gone away. Unfortunately, that doesn’t solve your problem with the Bar Association. Grossman tells me he’s going to forward copies of the releases to the Grievance Committee with a personal statement from Talbot in the hope it will help mitigate the situation, but there’s no guarantee on that.”
Tori was stunned. She had not foreseen that move on Z-Tech’s part. It was certainly a relief, although she didn’t hold out much hope that her Grievance problem was solved. “I’m surprised that Z-Tech would do that. Their case against Green was very strong, especially if they found the evidence I saw on the e-mail archiver records, which I’m sure they did. I couldn’t see us winning that suit, and the countersuit was just a nuisance to slow them down.”
“Grossman told me that Zack Talbot was adamant about shutting Green down and trying to resolve your problem. Apparently, he’s really been torn up about the whole situation. He wanted to do anything he could to make it right.”
“Well, how nice of him. He’s torn my entire life apart at the seams, and he feels bad about it.”
“Tori…”
“Never mind, Robert. I’m glad the firm is off the hook. I’ve decided to file the Admission of Minor Misconduct. I want this whole thing to just go away and Zack Talbot with it. I’m prepared to resign from the firm if the Committee doesn’t accept my Admission and decides to file a formal complaint.”
“Tori, regardless of what happens with the Grievance Committee, I want you to know the firm will stand behind you on this. We’ll do whatever we can to work it out.”
* * * *
Tori had spent the night in her office pacing and worrying. She had watched the sun come up over the Bay while she waited to hear from the Grievance Committee. She had prepared a letter of resignation from the firm and was waiting to hear if the Bar had accepted her Admission of Minor Misconduct or if they were going to press ahead with a formal complaint for disbarment. Tori had filed the paperwork for the Admission the day before. She’d had it hand delivered to the Committee and was awaiting their decision.
When Sharon walked into her office with another Bar Association envelope that afternoon, she was anxious but resigned. Tori’s hands trembled as she opened the envelope with Sharon looking on. If it was possible, Sharon seemed to be even more nervous than she was herself.
Tori scanned the letter and pleadings in the envelope. “Well, the committee has agreed to accept my Admission of Minor Misconduct and has decided not to file formal charges. I’m to accept an Admonishment letter and a three-month suspension. All things considered, it could have been far worse.” She sighed in relief, glad to have it over with. She felt as if a weight had been lifted from her shoulders. She had been carrying this burden for over a month.
“Are you kidding? That’s fabulous… all things considered.”
“I’m going to call Robert and let him know. I’m sure he can find something for you to do while I’m out of the office for three months. You can help the associates with my case load. You know as much about those files as I do.”
“Do you actually have to be out of the office? Can’t you do administrative work or something?”
“I really think I do, Shar. I’m shot. This has been th
e worst experience of my life, and I need some time away, some time to think and recover.” Sharon knew what had transpired with Zack and how broken up Tori was about it. She had been nothing but supportive during the whole procedure, but Tori was desperate to get away from the whole situation. She wanted to see it recede in her rearview mirror so to speak, and the sooner, the better as far as she was concerned.
Chapter Forty-Three
After receiving the letter from the Bar Association, she had driven to Wellington to see Rocky and Rosebud. She desperately needed some love from the only completely unselfish parties in her life. Horse and goat kisses were definitely on the agenda right now. While she groomed Rocky, she told John and Jacques about what had happened. They had immediately offered her the use of their beach house in St. Augustine as neutral territory to get away and recuperate. They could see how badly she needed a respite from the emotional turmoil of the last few weeks. They had both been shocked by Zack’s behavior.
“Tori, I’ve seen the way that man looks at you. I can’t believe he intended to hurt you. That was love I saw in his eyes. I think he was misguided and acted like a total prick, but I can’t believe Zack had a malicious intent to his actions. He was just thinking with his dick. That’s not to say I wouldn’t like to kick his butt for all he’s put you through.”
“Regardless, John, I don’t think I’m going to get over this any time soon. Thanks. I think I will take you up on the offer of the beach house. I don’t want to be at home or in Ocala right now. I have too many memories of Zack there, and I have three months to kill.”
* * * *
The Appearance of Impropriety [The Horsemen] (Siren Publishing Classic) Page 20
