Powers of Attorney

by Louis Auchincloss

  Brooks, looking into those large encompassing grey eyes, understood that Tilney pitied and sympathized. “But what is life without cares and troubles?” he riposted, maintaining the pose of the old soldier obliged to seek the assistance of the younger general, an assistance, however, that would be amply repaid by the old soldier’s experience in days of yore. He knew that Tilney saw through it, but at the same time that he was grateful for it. It preserved the dignity of each. “Is the game worth the candle otherwise? Can a man really love if he doesn’t know jealousy? My biggest kicks have come out of the things that have given me my biggest worries. And I hope it’ll go on that way for a bit. Not too long, Clitus, but just for a bit. I’d like to die at my desk like my cousin, Reginald.”

  Tilney coughed and looked down for a few moments at a memorandum. When he spoke, it was in the harder tone that he used for definite propositions. Tilney never allowed the discussion to be general for long. “I’ve always had a theory, Sylvester, that the office should have a final court of appeal to review the wills and trusts. One partner who should read them before they’re executed to check for violations of the rule against perpetuities and so forth. He would put his initials in the margin of a special copy with the date of his approval, and that would be the green light to go ahead with the signing. Never before. To let a client execute a trust before those initials appeared on the copy would become a capital offense. How would such a job appeal to you?”

  Brooks smiled warily. The idea had instant appeal, but he caught a whiff of danger, and he knew that now or never was the time to treat with Tilney. “I could review the instruments for any mistakes under the law of wills and trusts, of course,” he answered and then cleared his throat cautiously. “That is, if I don’t flatter myself. But I don’t think I could be responsible for all the tax aspects. Tax law has gotten so complicated that it really needs a specialist. We old-timers can’t be expected to keep up with every last wrinkle of regulation that the Commissioner dreams up.”

  Tilney moved swiftly to tie up his bargain. “I guess we can leave taxes out of it. But you will be the last word on everything else.” Tilney frow’ned and shook his head ruefully. “Including typographical errors. Our girls get sloppier and sloppier. The new system will start on Monday. Oh, and Sylvester.” Tilney always put his visitor in the position of being about to rush off and having to be detained. “I want you to take a ten percent cut next year. The young men keep crowding in on us, you know. Age must make way gracefully. A couple more years, and I’ll start hacking myself.” He rose to walk with Brooks to the door. “Remind me if I don’t, Sylvester. Remind me if I become piggy. We all have to remember that the young men are the future of the office.”

  Brooks, however, was too elated to do more than make a mental note that as he would have no further traveling or entertaining to do, he could save money on clothes. The new project was announced at the partners’ Monday lunch. He had hoped that Chambers Todd would not be present, but this hope proved vain. Todd was the partner of whom he was most afraid, Tilney’s blunt, direct “executive officer,” who made no secret of his conviction that everyone and everything in the firm that did not promptly pay should be ruthlessly eliminated. And the worst thing about him was that he was a total success himself, not only in the practice of corporation law, but even in the field of Brooks’ own supposed priority, that of business getting. Todd’s methods made Brooks’—the easy chats on the golf course, the tactful charm at the dinner party, the conviviality of the fishing trip—seem fruitless and out of date. Todd at any social gathering would go straight to the most important man in the room, flatter him in the crudest possible fashion and, more often than seemed decent, add him to the roster of Tower, Tilney clients. When Tilney had finished his brief statement, Todd promptly raised the point that Brooks had known he would not miss.

  “What will be the extent of Sylvester’s responsibility?” he demanded. “In wills, for example, will he pass on the accuracy of a marital deduction formula?”

  Brooks was too old a hand at concealing his panic to betray any of it in the apparently casual glance that he directed at the senior partner. He seemed to be merely yielding the floor to one who had the easy and obvious answer. But the marital deduction! He would have been hard pressed to explain what it was.

  “No, we thought that would have been a bit too much for one man,” Tilney replied. “I think the partner whose client it is must assume responsibility that the tax problems have been met.”

  “But, for Pete’s sake, what does that leave Sylvester?” Todd persisted in his crude way. “Seeing that the measuring lives of a trust are all in being? Checking that the executors are exempted from bond? Any kid right out of law school who can’t do those things should get the axe. Let’s face it, Clitus, we live in a tax era. Everything’s taxes. Whether a client wants to make a trust, or form a corporation, or get a divorce, or even go into bankruptcy, what’s the first thing he asks? What are the tax consequences?” He looked around the table and gave a short, contemptuous snort. “I sometimes wonder what the hell lawyers did before the big taxes. Fuss around with the commerce clause, I guess, and try to break wills.”

  “Oh, come, Chambers, you’re going too far,” Tilney protested. “I think this emphasis on taxes today can be overdone. The old problems, like the poor, are always with us.”

  “Are the poor always with us?” Todd asked. “Where are they? I pay my cleaning woman more than old Tower paid me my first year in the office.”

  In the laughter that followed Brooks knew that the discussion would be lost, and relief overflowed his heart and seemed to bubble into every part of his being to know that his new job was safe.

  That had been a year ago, and now, at seventy, he still had not made the dreaded error. The new job had started beautifully, with a memorandum issued by Tilney to all hands which described Brooks as the “supreme arbiter” of trusts and testaments. The young men called respectfully at his small office around the corner from the file room, with its neat, clean desk and spotless blotter and its white walls chaste except for a charcoal sketch of Judge Tower, and would nod, with deferential smiles, as they asked: “May I bother the ‘arbiter’ with a small matter?” Happily, the first month had contained a number of routine wills and trusts, with such simple provisions as: “to my wife for life, remainder to my issue,” or: “all my residue to my widow, but if she shall die before me, to Saint Andrew’s Hospital.” Brooks began to gain confidence as he read them, and as he completed his study of each, he would call the draftsman on the telephone and say, after a preliminary throat clearing, “Oh, Tomkins, is that you? Brooks. I’ve finished this Catlin will. Could you drop in and discuss it with me a minute?” Of course, he could have placed his initials, in large, blue, sweeping arcs, in the lower left margin of the document and tossed it in his “out” basket with the name of the draftsman clipped to the top. But this procedure would have been offensive to Brooks. He did not like the idea of confidential documents being carried through the corridors by messenger boys. It was more consistent with the dignity of an estate and trust practice and, obviously, with his own function as supreme arbiter, to have the lawyer seeking the approving “S.B.” call upon him in person. It was the least, too, that Brooks’ age and seniority should command

  “Have a seat,” he would say, when Tomkins appeared, leaning back in his own chair and packing the tobacco into his pipe. “I don’t know that there’s terribly much to say about your matter, but we’ll see.” He would then go through the form of fumbling through a drawer. There was no point in letting Tomkins know that his whole morning had been occupied by that will. “Ah, here it is, I see I’ve initialed it. Let me just recall it to mind.” He would put on his glasses and scan the familiar first page. “Ah, yes. A good, sound, simple testamentary scheme. In my humble opinion there’s too much unnecessary complication these days. Trying to beat the government out of the last red cent and forgetting the more basic things, like what a family really needs.
We lawyers can be too smart for our own good sometimes. Do you know how long C. V. Babcock’s will was? A document that disposed of a hundred million dollars?”

  “No, sir.”

  “Three lines.” Brooks smiled amiably at the young man and then slapped the table. “Three little lines. Let me recite them to you, because I regard them as a classic in the history of estate planning. Oh, I know, they wouldn’t fit every situation, of course, but it’s good idea to remember that they might fit more than you think.” Here Brooks would clear his throat again, eye the young man with a steady, smiling stare and then recite in a low, dulcet tone: “ ‘I devise and bequeath all of my estate, real and personal, to my wife, Mary A. Babcock, and name her executor thereof, to serve without bond.’ ” He struck the table again, but this time it was only a tap. “Pretty good, you must admit.”

  “I suppose in those days, sir, things were simpler.”

  “But the fundamentals were the same!”

  Brooks prided himself on being nobody’s fool. He knew that the young men were anxious to get back to their work and begrudged the time taken out of a busy day to listen to his reminiscences. But he still thought it was good for them. Where else in the office could they catch the flavor of the past, and without a touch of that flavor did the law not become a mere jumble of tax regulations, to be practiced with a slide rule? He had always had a secret hope that survival would be his own method of triumph. He had loved to visualize himself, in daring moments, as the charming, discursive, admired old gentleman of Tower, Tilney & Webb, the partner whose common sense and broad experience were to prove, in the end, more valuable to the firm than the mere technical expertise of others, the man who was able to unite the generations, to explain Waldron Webb and Chambers Todd to the young and the young to them. He even had a fantasy in which he saved the firm from a schism by raising his arms for peace over a sordid quarrel as to whose name should go first on the door and reuniting the warring factions with the skill of his diplomacy. Even Todd would have to recognize that Brooks’ love of the firm transcended all petty ambition.

  “Well, thanks, Mr. Brooks,” Tomkins would be saying as he got up from his chair. “And now, if I may take the will, I needn’t intrude on your time any further.”

  “My time is your time, my boy. Any time an old man can be of help.”

  It did seem to be working out. Even the file clerks recognized that Mr. Brooks had a new importance in the office. Miss Gibbon had to see that no signed will was placed in the vault until a copy with Mr. Brooks’ initials had been affixed to the record file, and she enforced the rule with her usual rigidity. Sometimes at partners’ lunches lie told stories now, to the general amusement, of typographical errors and curious clauses, and occasionally a group of two or three clerks, passing his door on the way to lunch, would ask him to join them. At home Mrs. Brooks and Angelina listened with a new attention as he described the personalities of the young men. Brooks began to wonder, like Rabbi Ben Ezra, if the best was not yet to be. But the concept of “best” instantly suggested its opposite, and didn’t his present situation provide just the atmosphere to materialize the ancient specter of his still unmade blunder? Perhaps it had waited all these years to make its grim visit to Brooks, the arbiter.

  His craft had soon glided over the shallow waters of the initial documents to the murky depths of those succeeding. He was staggered by the “marital deduction” wills with their elaborate mathematical formulae and found himself covering scratch paper with numerators and denominators and running to his old friends, the accountants, for help. Even if not responsible for taxes, he had to be able to read the instrument. And then came a collection of interlocking trusts, created by a rich Hungarian refugee family. Brooks would never have believed that laymen could have imagined such a medley of contingencies, each one to be met with a different scheme. And on top of these came a will whose residuary clause divided the estate into two hundred parts, some in trust, some outright gifts, some gifts to charity, some to charitable trusts. He began to realize that the first two months of his apprenticeship must have been a period of unprecedented lull in the manufacture of the more usual type of Tower, Tilney documents.

  He tried to conceal his fear of complexity behind a philosophy of simplicity. “It’s one thing to write these wills,” he would tell the young men who came to his office. “It’s another thing to administer them. Have you thought of that? All right, suppose you do save a few thousand bucks in taxes. Aren’t you adding it right back to the costs of administration?” But the young men did not seem to think so. They listened politely enough, but they would always insist that what the client wanted the client should get. Brooks had the uneasy feeling that they knew he found it difficult to keep up with them and knew, too, that they had only to appeal to the partner in charge if he refused to sign. And so, grumbling, he signed.

  Once, however, he made a stand. It was over the will of an old maid who wanted to divide her estate among her nephews and nieces in such a way as to make them, taking into account the private resources of each at the time of her death, of equal wealth. The will was a prodigy of ingenuity, but repulsively difficult to read. It bristled with rules and equations. How much, for example, did one debit a nephew who had a trust fund, as opposed to one who was a partner in a law firm, or who ran a small business? Brooks took the will home to Staten Island over the weekend and puzzled in vain over its tortured language while the women of his family worked on their needlepoint. On Monday morning he gathered up the bits and pieces of his atrophied courage and flung them in the face of the frowning young associate who had prepared the instrument.

  “I’m afraid I can’t put my initials on your masterpiece,” he said, with what he hoped was his nicest smile. “Perhaps you deserve an honorary degree from Harvard for creative imagination. It’s a fantastic job you’ve done here, and I give you full marks. But I can’t get away from the fact that it’s an invitation to a lawsuit. I’ll bet this will would have to be construed a dozen times!”

  “But I maintain it’s entirely clear, sir.”

  “You do, of course. But what about the nephews and nieces?”

  The associate shrugged and left, and Brooks next heard of the matter when he was summoned to the senior partner’s office. Tilney had the disputed will before him and a pad on which he had jotted some figures. He smiled as he looked up at Brooks.

  “This will of Miss Shepard’s is something, isn’t it? I’ve been checking it out, though, and it seems to work. Did you think it wouldn’t?”

  “I don’t say it isn’t accurately drawn,” Brooks answered quietly, hoping with soft speech and firm manner to convey the impression that he, too, had been able to check it out. “But when you’ve played around with wills as long as I have, Clitus, you know that complexity spells trouble.”

  “I thought just the opposite was the case,” Tilney insisted unexpectedly. “I thought it was the simple, homedrawn will that ended up in court. There’s nothing wrong with complexity if the draftsman knows what he’s doing. And I suggest that this draftsman does. In fact, I intend to keep an eye on this young man. Now the wisdom of the will is another matter. But we can’t control that. If Miss Shepard wants to do this kind of thing with her property, that’s Miss Shepard’s privilege. And why should we complain? She pays us. If every client wanted an all-to-my-widow will, they’d soon start using stationery store forms.”

  “But even so, Clitus, it seems to me there are limits.”

  “Everything has limits,” Tilney said in the sharper tone that he used when a subordinate failed to take the proferred “easy out.” “But I fail to see that they have been reached here. It takes time and effort to understand a document like this, but I think you will find that if you take that time and make that effort, it will become clear.”

  Brooks rose quickly and took his pen from his upper vest pocket. “I have taken that time, Clitus, and I have made that effort. My objections were all in principle, but as you’re the final judge of tha
t, I withdraw them.” He smiled down at the senior partner as if they were adjusting a minor matter. “Let me put my John Henry on that document here and now.”

  As he leaned over to scratch his initials in the margin, he knew by Tilney’s grunt that all was well again. Well between them, perhaps, but with a stifled sigh he knew that all would never be well again inside himself. For he had placed the approving “S.B.” at last on a paper that he did not begin to understand. It could only be a matter of time now before Nemesis struck.

  He was never sure whether the change in his office status that followed this episode was real or imagined. Had the word got about among the clerks that old Brooks had been peremptorily overruled by Mr. Tilney and that henceforth one had only to cough significantly if he withheld his initials? Or was it merely his own abashment at realizing that he had been caught out in laziness and timidity and had ignorantly approved a will that might as well have been written in Chinese? Were the associates frankly bored now when he stopped in their offices to chat or was he simply more conscious of those drumming fingers, that eye on the clock? Surely, it was a fact that the documents for his approval were more often sent to his desk now by messenger than personally delivered. And surely it was another fact that if he was in a clerk’s office and the telephone rang, the clerk no longer told his caller: “I’ll ring you back.” Was he more boring, more contemptible? Or was it rather that terrible thing about old age, that everyone expected one to be boring and hence one was? Just as they expected one to forget everything or to be deaf. Brooks, whose hearing was unusually acute, suffered increasingly from a world that shouted at him. But his only answer to the real or imagined sneers, the true or Active yawns was to redouble his efforts to be agreeable, to smile more broadly at the clerks, to laugh more loudly at the jokes at the partners’ lunches, to put an occasional flower on the desks of the senior ladies of the staff. He began to be as jaunty and twinkly as an old vaudeville actor.