[Boston Law 01.0] Unlawful Deeds

by David S. Brody

  “Well, Bruce, it really was an easy choice. You do real estate, and Howie was impressed you were able to get him out of that last deal. But to answer your question—I’m not really sure who your client is. Howie and I are doing this together. He’s putting up the money, and I’m running the deal.”

  “It’s just procedural stuff, but I need to know who to send the bill to. Also, we have to do what’s called a ‘conflicts check’ before I can represent you to make sure there’s no conflict of interest between you and some other client.”

  “Well, didn’t you do a conflicts check for Howie already?”

  “I did.”

  “So let’s just make Howie the client for now. And he’ll be paying the bills, so it makes sense.”

  “Good. So Howie’s the client. Now, tell me about this deal.”

  Pierre gave Bruce an overview of the deal, omitting none of the details of Felloff’s involvement. He wasn’t sure he was allowed to tell Bruce the entire story under the terms of the confidentiality agreement that Felloff’s attorney had drafted, but he figured he needed somebody to watch his backside.

  The Felloff connection seemed to intrigue Bruce. “Pierre, I’m not sure I understand the Felloff part. Have you paid him already?”

  “No. We only have to pay him if we close. Two hundred thousand a year for two years, paid monthly.”

  “Do you have a written agreement?” Pierre pulled a two-page document out of his briefcase and handed it to Bruce, who read it quickly. “I see one potential problem already. The agreement says you’ll give him a second mortgage on the property, and the RTC loan documents specifically say you can’t have any second mortgages.”

  “I doubt it will be a problem. He just wants to have some security to make sure we pay him. He said—and I think these are the right words—that he wanted some type of ‘connection to the property itself.’ You know, beyond his agreement with me.”

  “I understand. Hey, mind if I go make a copy of this for my files?”

  “Go ahead.”

  * * *

  Bruce’s mind raced as he walked down the hall to the copy room. He could have called his secretary to make the copies, but he wanted a few minutes to think. Along with the loan documents, the woman at the RTC faxed him a copy of the affidavit Pierre signed stating that nobody in the ownership group had defaulted on any RTC loan. It obviously hadn’t occurred to Pierre that somebody might view Felloff as part of the ownership group.

  Bruce returned to the conference room. He spoke casually. “Well, maybe you could make Felloff a silent partner or something. That way he would have a connection to the property, like he wants. Why don’t you ask him if that would satisfy him.”

  “Good idea. Speaking of partnerships and trusts, how do you think Howie and I should structure this deal?” Pierre explained the business deal he and Howie agreed upon.

  “Well, one way to do this is to have a trust to hold title to the property. The beneficiary of the trust would be a partnership that you and Howie create that spells out your business arrangement. And you could make Felloff some kind of non-voting limited partner who has no powers or voice, so long as he’s getting paid his consultant’s fee.”

  Bruce could tell it seemed complicated to Pierre. “Why do you need the trust at all if you have the partnership? Why not just have the partnership own the property?”

  “Fair question. It’s just easier to have a single trustee of a trust. Especially when you go to sell the units, it’ll be a lot less paper work at the closings. Plus, with a trust nobody has to know who the real owners are.”

  “Could Howie and I both be trustees?”

  “You’ll need an odd number of trustees, usually either one or three.”

  “Would you do it?”

  Bruce laughed to himself. That would be too easy, and too obvious. Like a dentist copping a feel while his patient was awake. “No. It should be one of you guys. Probably Howie since it’s his money. When it gets time to start selling units, we can change it to you so we don’t have to keep sending things out to Howie to sign.”

  “Sounds good. But back to the partnership. Can you draft an agreement for us?”

  “Sure.”

  “Here’s a summary of our deal.” He handed Bruce some typewritten notes. “Basically, it’s my responsibility to manage the deal and Howie’s to fund it. But he’s not obligated to put in any more money.”

  Bruce asked a few more questions, then put down his pen. “All right. I think I get the gist. I can put together a draft of the agreement, probably by tomorrow or the next day. Then I’ll have a partner review it, and send it out to you guys for your review. I’ll give you a call later this afternoon if I have any other questions.”

  “Actually, I’ll be out. Here’s my pager number if you need me. I can call you right back.”

  Bruce walked Pierre to the elevator, shook his hand, and said good-bye.

  * * *

  Pierre stepped out of the elevator and began the long walk to his car—he parked almost a mile away to avoid the paid lots.

  After about ten minutes, his beeper went off. He recognized Bruce’s number, stopped at a pizza parlor to use a pay phone.

  “Hi, Bruce, I got your page.”

  “Yeah, Pierre, one thing I forgot to ask you. Is Howie going to be here for the closing? Because if he’s not, I need to prepare a power-of-attorney document for him, and also make sure the RTC is okay with him not being here in person to sign everything.”

  “Yeah, he’ll be coming out for the closing.”

  “Good. Hey, I’ve got an auction in Brookline on that Monday, the eleventh, if you want to bring him. I haven’t seen you at my last couple of auctions.”

  “Well, I’ve been busy with this RTC deal, plus I’ve got a big problem with another unit I bought at foreclosure. It’s that renovated old church in the South End, Two Clarendon Street. I can’t get rid of the tenant.”

  “Why not?”

  “I did a stupid thing—after the auction, I took a check from her for 200 bucks that said ‘April rent’ on it. Actually, you may have read about her, or his, case—she’s the transvestite who’s suing that real estate developer Krygier’s son to try to get him to pay for her sex change operation. It was in the Herald about six months ago. Anyway, she has a legal services lawyer who says that $200 is the rent and I’m stuck with it, and stuck with her as long as she keeps paying every month. Does that sound right?”

  “I remember reading the story. I’m not an expert on rent control, but, yeah, you could be stuck with her, especially since it’s a Boston property. The Boston tenant laws are pretty protective.”

  “Tell me about it. And the carrying costs are bleeding me to death—I’m down a couple of grand every month.”

  “Wow. That is a killer—death by a thousand small cuts.”

  Pierre didn’t want Bruce to know that it would only take one or two more cuts to finish him off financially. “Yeah, that’s about the size of it. And, speaking of death, that may be the only way I can get rid of the tenant.” Pierre shook his head and laughed wryly. “At this point, it’s my best option. What’s the penalty for murder in Massachusetts, anyway?”

  Bruce laughed politely. Pierre hoped he hadn’t said too much—he didn’t want Bruce to think he couldn’t handle a simple tenant problem. “No death penalty, yet, Pierre. Just life in prison.”

  “Well, maybe it’s worth it to get rid of her. Anyway, thanks again for your help.”

  “My pleasure. I’ll start working on it right away.”

  Pierre walked for another few minutes, then reached his car in Chinatown. He drove down Tremont Street toward the South End. Another day spent driving instead of rollerblading. He crossed over the Massachusetts Turnpike and continued south toward Roxbury. At Washington Street he turned right and continued until he saw the storefront he was looking for—Talanian’s Pawn Shop. He parked in front, locked his car, went in. A pot-bellied man wearing a white T-shirt and blue workpants approach
ed the counter from behind a Plexiglas wall. He wore a black holster around his waist—well, not his waist exactly, but around the crotch area below his waist, his belly making it impossible to secure anything around the waistline.

  “Whad’ya got?” The man was unshaven, and eyed Pierre aggressively.

  Pierre took off his watch, a gift from Carla on their first anniversary. He would tell her he lost it. He slipped it under a cutout in the Plexiglas, like making a deposit at a bank. “It cost $1,400 new.”

  The man examined it. “I’ll give you three hundred for it.”

  “That’s it, huh?” Pierre had hoped for five hundred.

  “Yup. Ten percent interest per month until you buy it back.”

  “I’ll take it.”

  The man scribbled a claim check for Pierre, handed him fifteen twenties and walked away. Pierre shuffled to his car and sat down, trying to collect his thoughts and regain his balance. He treasured that watch. He took a deep breath. From penthouse to pawnshop, all in one morning. If only he could get rid of that damn tenant.

  * * *

  Bruce hung up from his phone call with Pierre, closed his door and told his secretary to hold his calls. He turned his chair toward the window and scanned the city. In the distance he could see Fenway Park, and knew that Fenway Place sat nearby. Pierre was right—the project was a sure thing. The market hadn’t recovered yet, but at least it wasn’t continuing its free-fall. If the market just continued to tread water, Pierre should clear over half a million. And even a mild recovery should give Pierre a million or two, maybe more.

  Bruce stared out his window for another ten minutes, letting his brain race. He thought about Pierre, and about Charese Galloway, and about Gus. He thought about Sebastian Felloff, and about Fenway Place, and about the RTC. They were all pieces of a giant puzzle, random chunks of driftwood that had washed ashore on the beach that was Bruce’s life. Could he fit them together to make a sailing ship?

  CHAPTER 39

  [May 30, 1990]

  Bruce turned the sleek Laser into the wind and released the main sheet, allowing the sail to flap impatiently in the wind. He had joined a sailing club on the Charles River, and tried to sail every evening after work. It wasn’t the same as ocean sailing, but it was a decent substitute.

  He looked west. The sun was beginning to set in an orange glow over the Massachusetts Avenue bridge. Bruce closed his eyes and pictured himself as a sleek sailing ship, skimming across the surface of the ocean, his profile carved into the bow of the boat like some ancient Viking vessel of conquest. But the vision wasn’t entirely accurate. He was, for better or worse, human, animate, alive. He could never be that sailboat, could never be merely a fusion of the strength of the land and the passion of the ocean. Because to be that and nothing more would be to ignore the third side of the human triangle—the ability to reason, and to do so in the context of a moral code.

  A minor episode had recently reminded Bruce of the importance of morality. The Globe, in one of its many follow-up articles on the Gardner art theft, had interviewed a career art thief to gain his insight on the heist. The thief claimed that he and other art thieves all knew how easy it would be to rob the museum, but they all passed on it because they, too, were art lovers and wanted the paintings to be displayed in a public forum.

  Bruce laughed at the story—in all likelihood the real reason nobody had stolen the Gardner artwork was that the pieces were too famous to try to sell. If the “career art thief” interviewed in the story had been telling the truth, then he was pretty stupid. Which explained why he was sitting in jail giving interviews instead of lounging on a yacht somewhere in the Caribbean.

  Even so, the article had stayed with Bruce for the past couple of weeks. It reminded him of the way he felt when, years earlier, he and Gus spent a few weekends casing the Museum of Fine Arts for a possible hit. In the end, Bruce rejected the attempt, telling Gus it was too well guarded. Bruce’s real reasoning was similar to that articulated by the thief in the Globe article, although it took him weeks of introspection and more than a couple of trips to the beach before he figured out why: Robbing the MFA was the wrong thing to do. Not ‘wrong’ merely because it was illegal or against some societal code of conduct, but ‘wrong’ in the sense that Bruce believed it to be not right. Based solely on his own moral compass. His intellect told him he could complete the theft with acceptable risk, his emotions told him he wanted the money the paintings would bring, yet his personal code of morality overruled both of them. The experience actually surprised Bruce. But it had also empowered him, because it allowed him to self-righteously define himself: “I am not evil. I just subscribe to a different moral code than does the rest of society.”

  Of course, he then had to sit down and define this private code of morality of his. What in this code made it acceptable to steal paintings from private collections but not from museums? Was it because the private collectors were such bad guys? No, that wasn’t it, because Bruce knew nothing at all about them other than their daily routines and the details of their security systems. The answer, Bruce finally concluded, was that his behavior toward a potential victim was determined by whether or not the victim had elected to enter into what Bruce now referred to as The Competition of the Marketplace.

  For example, private art collectors chose to compete with other collectors for the right not only to own rare works of art, but to someday sell them for profit. The collectors chose to enter The Competition of the Marketplace, and would therefore have to assume the risks of that decision. To Bruce, the rules of this competition—specifically, laws prohibiting theft—were no more than guideposts. If you broke the rules and were caught, you would suffer the proscribed punishment. But Bruce in no way saw these rules as a reflection of some greater morality. If you struck out in baseball, you were called out and went to the bench; if you got caught stealing art, you were found guilty and went to jail. Each rule proscribed a punishment for its violation, but one rule carried no more moral weight than the other. To put it simply: It was no more immoral to steal art than it was to strike out.

  The museums, on the other hand, presumably did not have a profit motive, had not chosen to be competitors in the marketplace. They were like civilians in war, off-limits.

  Under Bruce’s moral code, Pierre Prefontaine and the firm’s other clients, including Nickel Bank, had chosen to enter The Competition—or perhaps Battleground was a better word for it—of the Marketplace. They were therefore fair game, competitors in the contest of acquiring wealth. The bank, for example, was relying on a rule of the competition—a law—that mandated that an attorney owed a duty to act in his client’s best interests. But they were relying on this rule to their detriment, like a man who left his keys in the car in reliance on the fact that auto theft was illegal, or even a man who left himself vulnerable to a knife in the back in reliance on the fact that murder was illegal. Bruce saw no moral distinction between whether he took the bank’s money or the bank kept it; the only difference was that if he got caught taking it, he would be punished. Similarly, Pierre relied on Bruce at his own risk—if he allowed Bruce to dupe him, well, that was his punishment for being a weak competitor. The competition really was simple: Eat or be eaten; kill or be killed. And if Pierre or the bank or anyone else didn’t like the ruthlessness of the game, they had a simple choice—don’t play.

  Despite his ruthlessness in The Competition of the Marketplace, Bruce clung to his moral compass as if it were a treasured miniature of a lost loved one. Someday, when he had accumulated sufficient wealth, he would retire—victoriously—from the competition, and marry and start a family. And at that time, he would need some core of morality, because only from that core could he hope to build a future of happiness and normalcy.

  Bruce opened his eyes. The sun had now dipped completely below the horizon, and he knew that all boats were supposed to be back to the docks no later than sunset. He grabbed the main sheet, pushed the tiller away from himself, and expertly spun t
he boat about onto a homeward tack. He was tied up at the dock in ten minutes.

  He looked back at the small boat. He could never completely be the ruthless Viking ship of his imagination. His morality—perverse though it may be—precluded it.

  He walked away from the boathouse, toward his apartment on Beacon Hill. He reflected again on Gus’ theft at the Gardner. He had been angry about it because it put him at risk—if Gus were caught, it would endanger Bruce. But had it affected Bruce in other ways also? It would be a good test for him, for his morality.

  He jogged back to his apartment and quickly threw on a pair of jeans and a tennis shirt. His apartment was only a few miles from the Gardner, and Bruce navigated the distance quickly and parked. The museum closed in half an hour, but that still gave him time to pay his respects.

  As he moved from room to room in the old mansion, he felt the sadness welling up inside him. Gus and his partner had taken the paintings by cutting them from their frames; the museum responded by re-hanging the empty frames as a memorial to the loss. In front of each empty frame, Bruce stopped and pictured in his mind the missing work, most of which he knew intimately from his frequent childhood trips to the Gardner with Grandpa.

  When he arrived at the spot where Rembrandt’s “Storm on the Sea of Galilee” once hung, Grandpa’s voice spoke to him. You know, Brucie, this is Rembrandt’s only seascape. Everything else he painted was land. It was Grandpa’s favorite, and Bruce felt the tears well up in his eyes.

  A few salty droplets rolled down his cheeks, settled into the dimples formed by his sad smile. He had passed the test.

  * * *

  [June 4, 1990]

  Five days later, the digital display on Bruce’s phone indicated an incoming call from Mr. Puck. Puck had already authorized Bruce to send the partnership agreement to Pierre and Howie, so he wasn’t calling for that. Bruce had struggled with the decision to let Puck review the partnership agreement, but it had been unavoidable—firm policy was that no junior associate could forward documents to a client without a partner’s review. Bruce could have given the agreement to a different partner, but everyone knew he was working mostly for Puck, and it would have raised eyebrows if he went behind Puck’s back. And another partner might have suggested changes to the document, which was the last thing Bruce wanted. He had guessed—correctly, as it turned out—that Puck would simply grunt his approval and Bruce could send it on its way. He picked up the receiver on the third ring. “Hello.”