The Taking of Getty Oil

by Coll, Steve;

  Isaacs left Dave Copley, for one, with the impression that if Getty Oil submitted a proposed lawsuit, Isaacs would recommend it to his clients. But until then, the lawyer was unwilling to discuss the matter with the Georgettes. In the weeks ahead, the Getty Oil lawyers and executives would begin to wonder whether Isaacs was serious about what he said. Whenever they fed him information about Gordon’s behavior, the lawyer seemed to do nothing with it.

  When Winokur and Copley returned to Getty Oil’s headquarters building at Wilshire and Western, they called over to Security Pacific Bank to arrange a meeting for early the next morning. The idea now was to pursue every possible channel. Perhaps Security Pacific could be persuaded to file a petition seeking the appointment of Bank of America as a cotrustee in Security Pacific’s place; that possibility had been raised at the summit meeting with Petersen in February, and Bank of America had subsequently agreed to serve as cotrustee if it was appointed by a court.

  “What standing do we have to file a lawsuit?” one of Security Pacific’s lawyers demanded at the meeting the next morning. It was a hot, sunny day and acrid smog hovered over the Southern California basin; the view from Security’s tall headquarters building downtown was obscured by haze.

  “It would be embarrassing to go into court and petition for B of A’s appointment if we have no legal standing to file a suit,” the bank’s lawyer said. Security Pacific and Bank of America were the two cornerstones of the downtown financial community; their skyscrapers were like marble pillars, symbols of stability.

  One of the Getty Oil lawyers suggested that the embarrassment could be avoided by the appointment of a “guardian ad litem.” That is, the Georgettes or J. Paul Jr. would agree to have one of their children file the lawsuit against Gordon. But then, since the child was under eighteen, a special guardian would have to be appointed by the court to handle the suit on the child’s behalf. Getty Oil and the bank would agree in advance on who that guardian would be—a well-known, experienced lawyer, if possible, someone who could do battle in court against Gordon and the Lasky firm. The central idea was that the lawsuit technically would be filed by one of Gordon’s nieces or nephews, but in reality it would be handled by an attorney hand-picked by Getty Oil and Security Pacific Bank. The lawyer would argue in court that a cotrustee should be appointed to neutralize Gordon and that Bank of America should be selected to do the job. The attorney’s fees would be paid out of income from the trust, since the lawyer would argue that he was trying to protect the trust from abuse by Gordon. The child who filed the suit would have to pay nothing. He might not even have to meet his “guardian.”

  “Now, how do we accomplish that?” one of the Getty Oil lawyers asked, pleased that he had identified a solution.

  They bandied about names of respected Los Angeles lawyers who might be willing to join their scheme. Someone suggested Robert Warren, a partner with the large and prestigious Los Angeles firm of Gibson, Dunn & Crutcher. Warren had a great deal of experience handling contentious, sometimes bitter family lawsuits over wills and estates.

  “Would you have any problem if Warren was the guardian?” Bart Winokur asked the Security Pacific executives.

  “No.”

  Encouraged, the Getty Oil lawyers—Copley, Winokur, and Wesley Nutten, a Los Angeles attorney recently retained to help devise a legal strategy that would unseat Gordon—concluded the meeting and walked over to Nutten’s nearby office. Nutten knew Bob Warren, and he called him immediately.

  “Bob, we’ve got a matter over here that I think is of some importance. We’d like to talk with you about it. Could you come over and meet with us?”

  “I’ve got a tough schedule today,” Warren answered.

  “It’s important.”

  “Well, if I did it right away, I could see you for a little while.”

  “Great. We’ll be here.”

  Warren had never met Copley or Winokur, so Nutten introduced them when the Gibson, Dunn partner arrived. Winokur and Nutten did most of the talking; because of Warren’s schedule, they had to move quickly. They explained the background of the Sarah Getty Trust and of the Getty family as best they could in the short time available, editorializing liberally about the quirks and character of various family members, particularly Gordon. They explained Getty Oil’s urgent desire to have a corporate cotrustee appointed in order to put a halt to Gordon’s activities. They told Warren about the meeting just concluded with high-level Security Pacific Bank executives. They said that Warren’s name had come up during their discussions, and that he was acceptable to the bank.

  “Would you be interested in acting as a guardian ad litem for one of Gordon’s relatives if that could be arranged? Would you be willing to handle the lawsuit?” Warren was asked.

  “Yes, I’m interested.”

  “We don’t really have any time to waste,” Nutten said. “This has got to be handled in a short time.”

  “I’d like to bring Ron Gother into the discussions,” Warren answered. Gother was one of his partners.

  “That’s fine,” Nutten said. “Well get in touch with him and bring him up to date.”

  Nutten met that same afternoon with Gother and laid out the same pitch they had given to Warren. Gother indicated that he was interested, but he and Warren would have to review some of the files at their law firm. Gibson, Dunn did a lot of legal work for Security Pacific, as did most of the large downtown law firms in Los Angeles. There might be a conflict of interest involved. If Warren were to become a guardian ad litem on behalf of one of the Getty children, he might find himself opposed to Security Pacific in court, or he might have to argue about issues he had previously discussed with the bank while acting as its attorney. Gother also wanted to discuss the matter with Bank of America, to make sure there were no conflict problems that would jeopardize his firm’s lucrative business representing that bank.

  “Obviously, we’ll give you time to make a decision about whether you want to serve and whether you can,” Nutten told Gother. “But this isn’t something that we want to drag on for a couple of years. The whole thing is imminent and we need to get your prompt attention.”

  Gother indicated that he would move as quickly as possible. A few days later, he called Nutten.

  “Our thinking is that maybe it would be better to get a retired judge, or some such person, to be the actual guardian ad litem,” he said. “Then Gibson, Dunn would represent the judge in court instead of actually having Warren serve as the guardian himself. That would make the whole thing look more prestigious, and it would free us from any situation where one of our lawyers would have to represent himself.”

  Nutten didn’t think Gother’s worries about a lawyer representing himself were justified, but he said that if finding a retired judge would make Gibson, Dunn more comfortable, that was fine with him. Arthur Marshall, a retired Los Angeles judge with considerable experience in probate law, was a name the Getty Oil lawyers had discussed before. Nutten would look into that, and he would begin drafting a lawsuit. He mentioned to Gother that it would be helpful if one of the Getty family members would agree to go into court to petition for Warren’s appointment as guardian. So far, despite all the meetings and drafting and planning, nobody had actually asked any of the Gettys if they would be willing to sue their Uncle Gordon. Petersen and his Getty Oil lawyers were plotting on their own.

  It wasn’t until Thursday, June 9, that Ron Gother delivered Gibson, Dunn’s bad news to Wesley Nutten and the Getty Oil executives.

  Gother had called Nutten the day before and said, “There have been some new developments I think you’ll be interested in. Can I meet with you tomorrow?” A time had been arranged and when Gother arrived, he was carrying a thick stack of files obtained from Security Pacific Bank.

  “The new development is that Security Pacific is seriously reconsidering getting involved in this thing at all. They’ve hired our firm to produce an analysis of three different options as to what they should do next. One option would be
to do nothing. A second option would be to go along with your plan and help file a petition requesting that Bank of America be appointed as a cotrustee with Gordon. A third option would be for Security Pacific to go to court and petition for its own appointment as cotrustee. If they did that, it would have to be on the condition that some of the trust provisions would be changed. We’ve already made some recommendations to Security about what provisions in the trust document should be altered.”

  Gother went on—his news was only going to get worse. “Now that Gibson, Dunn is working for Security Pacific, we can’t act as guardian ad litem in a lawsuit. It would be a conflict.”

  Nutten asked why the firm had so dramatically changed its mind about their plan to sue Gordon.

  “We had a meeting with Security Pacific,” Gother answered. “The bank’s executives are worried about the meetings they’ve had with Getty Oil, with Petersen and you and the rest of the lawyers. They’re afraid that if this thing ends up in court, the fact that they met with you would be disclosed. They think that might be compromising and embarrassing.”

  Gother said that this concern applied not only to Security Pacific but to his own law firm.

  “My senior partners are worried about the conspiracy aspects of this,” Gother said.

  He told Nutten that his firm and the bank were now working together to find a way to protect themselves and to make the “right decision.” Gibson, Dunn had assigned a team of five lawyers to the problem and intended to recommend a course of action to the bank by the end of the month. Moreover, if Gibson, Dunn and Security did eventually decide to go into court, they now wanted to meet with Gordon beforehand to clear the air.

  “If we do decide to go with reformation of the trust’s provisions, I suggest we initiate a dialogue with Gordon,” Gother said.

  But a dialogue with Gordon Getty was impossible, Petersen and Winokur and the rest of them believed. If Gibson, Dunn was afraid to get its hands dirty, if it was willing to pass up the huge fees available from the trust, which for decades had been a kind of legal honey pot, then Getty Oil would just find another firm to do the job.

  Five days after the meeting between Gother and Nutten, the Getty Oil lawyers arranged a telephone conference call with two senior partners at O’Melveny & Meyers, another large Los Angeles firm headquartered downtown. Again, Copley and Nutten explained the background of the trust and of the company’s problems with Gordon since he became sole trustee. They said that they had met with James Isaacs, the attorney for two of the Georgettes, and that one of the Georgettes’ children might be persuaded to petition for the appointment of a guardian ad litem in a suit against Gordon. The call lasted about an hour. Afterward, the Getty Oil lawyers sent over copies of the trust documents by messenger, and some correspondence between Gordon and Lansing Hays dating back to 1973, which concerned the appointment of successor trustees after J. Paul Getty’s death. Two days later, on Thursday, June 16, the O’Melveny & Meyers partners called to say that they could not take on the case; the firm had advised Security Pacific some years back about whether or not it should accept a co-trusteeship. The partners felt they faced a conflict of interest if they were to become involved in a new lawsuit at Getty Oil’s instigation.

  Undaunted, Copley and Winokur telephoned Seth Hufstedler, a renowned Los Angeles criminal and civil trial attorney, and arranged a meeting for the following week, on Wednesday, the twenty-second, in Hufstedler’s downtown office. Again, the Getty Oil lawyers brought along the trust documents and the correspondence between Gordon and Lansing Hays, and again, they presented their version of the Getty family history and the company’s recent problems with Gordon Getty. Copley did most of the talking. He described the size and form of the Sarah Getty Trust’s assets, the value of its stock in Getty Oil, and he explained the peculiar circumstances by which Gordon had come to control the family fortune. He talked about Lansing Hays, what kind of influence he had been on Gordon, and about the consequences of Hays’ death a year before. He recounted George Getty’s history at Getty Oil and said that it had always been J. Paul’s hope that George would run things after his death, but that George had died unexpectedly, making it possible for Gordon to reconcile with his father. Finally, Copley ran through the list of Getty family members who were in a position to file a lawsuit against Gordon, commenting as he named them on their relative likelihood to do so, given their feelings about Gordon and the family’s tortuous history.

  “Gordon has taken an active interest in the business,” Copley said. “He’s asked for various kinds of studies of our executives and of others. He’s been interested in a royalty trust or some sort of limited partnership or some other means of getting more income for the stockholders. But he’s inconsistent and erratic about his positions and we’re uncertain from time to time what his positions are, even though we discuss it with him.”

  Hufstedler listened closely. At last, Copley asked him, “Would you be available or interested in serving as guardian ad litem should one of the members of the family nominate you?” “I’ll consider it,” Hufstedler answered noncommitally. “I’ll have to look at the documents and see if our firm has any conflicts of interest, and then I’ll let you know what I think.”

  Two days later, Hufstedler called Copley with the good news: he was interested in pursuing the matter. They arranged another meeting for the following week.

  “Everyone in this room should realize that he’s going to have his deposition taken,” Hufstedler announced when they were reassembled. “We’re not going to be able to hide the fact that there have been contacts with the company. Once a lawsuit is filed, Gordon is certain to allege that something improper has gone on here.”

  The Getty Oil lawyers did not seem terribly concerned about that. Their first objective was to get the lawsuit against Gordon rolling; they’d worry about his hurt feelings once they had a means to control him. At the meeting, Hufstedler emphasized that he was not going to contact any Getty family members himself. They would have to come to him. The morality Hufstedler later described drew a distinction between conspiracies undertaken by Getty Oil Company and those undertaken by himself. If the lawsuit was going to proceed, the Getty Oil executives would have to come up with the plaintiff. They reviewed the list of Getty offspring who might be willing to ask for Hufstedler’s appointment.

  “Maybe we should go over this afternoon and talk to Isaacs again,” Copley said.

  After all, this was a major new development: a well-known and respected Los Angeles attorney was now willing to serve as guardian ad litem in a challenge to Gordon. Also, the company now had drafted petitions and complaints and lawsuits they could show Isaacs. Perhaps that would convince him to recommend the scheme to his clients, Claire and Caroline.

  When they finally met with Isaacs at his office, the Getty Oil lawyers were well prepared. They brought not only the proposed lawsuit drafts, but also a stack of oil analyst Kurt Wulff’s reports, which detailed his contacts with Gordon. They went over the material and explained all that they had learned about Gordon’s dealings with outsiders, including his recent, foiled flirtation with T. Boone Pickens, Jr.

  “I’ll take these with me when I meet with Caroline and Claire,” Isaacs said. He gave the Getty Oil lawyers the impression that he was very interested in participating in their lawsuit. Isaacs indicated, however, that he was not due to see his clients at all until early August, and he suggested—without saying so directly—that the Georgettes were not presently in Los Angeles, that they were somewhere in northern California or the Pacific Northwest on vacation.

  “If it’s an emergency, I can go up and see them,” Isaacs told Copley and Winokur. “But I’ll be seeing them in the early part of August, in the normal course of things.”

  The Getty Oil lawyers had to be careful. They did not want to alienate Isaacs by pushing too hard. But they could not allow their problems to linger indefinitely, and Isaacs seemed unable or unwilling to follow through on their discussions. Isaacs said
that he supported a lawsuit. He said he would recommend it to his clients. Why wouldn’t he then do something about it?

  “We can’t tell you that there’s any drastic emergency,” one of the Getty Oil lawyers said. “But we would like to get Claire and Caroline’s earliest indication as to whether they would be interested in pursuing the lawsuit.” They tried their best to make it clear: no one’s life was at stake, but this was a very urgent matter.

  “Well, if Gordon makes any attempt to take over the company, I’d want to know about that,” Isaacs said. “If Gordon did something like that, I would immediately recommend that my clients take some action.”

  “There’s nothing we know about that would require anyone to jump on an airplane to go see his clients. But, then, we don’t know about anything that Gordon does.”

  “If he tries to take over the company,” Isaacs repeated, “I want to know about it.”

  What more could they do? They had laid the matter on Isaacs’ desk, and it was now up to him to consult with the Georgettes. Hufstedler was ready. Bank of America was ready. Getty Oil Company was ready. Now all they needed was for someone in the Getty family to agree with them that Uncle Gordon should be sued.

  It was a strange, even perverse situation. Later, just as the Gibson, Dunn & Crutcher lawyers had feared and as Seth Hufstedler himself had predicted, Getty Oil’s executives and lawyers would have to explain the reasons for the “conspiracy” against Gordon secretly arranged in those plush downtown law offices that May and June of 1983. It was not as easy to explain away as perhaps some of them expected. They said later that they had no choice. They said that they were trying to protect all the public stockholders from Gordon Getty’s wild caprice. And certainly, they believed as much. But the desperation of their effort, its secrecy, and the presumptions they made about the private affairs of the Getty family belied such protestations. Why did you think it was any of your business? Sid Petersen and Bart Winokur and Dave Copley were asked later. Why did you try so hard to hide what you were doing from Gordon? Wasn’t it because you knew that you were being deceitful and underhanded? They tried to answer such questions. They said that Gordon had defined the morality of their predicament. Gordon said at the Bonaventure that he alone would decide what was ethical. Were they simply to surrender to that selfish, perverse ethic? Petersen, particularly, said that once he learned about what Gordon had been doing behind his back, about the meetings with outsiders and the disclosures of company information, he no longer felt any ethical obligation to share Getty Oil’s private strategies with Gordon.