Evie felt perspiration form all over her body. For a brief moment, she wondered if she should follow him and simply ask him about Gerais Chevas and Sangerson. But the recent exchange in his office had taught her that confrontations with Alan were pointless. He would either act innocent and deflect blame or play some sort of word game about the conversations that had occurred between them. Pinning him down would be like trying to stick something to a slippery metal surface. He was not going to offer some sort of admission, and after she’d confronted him, he would know she was investigating. Her only advantage would have evaporated. She asked Liza to let her know the next time Hanover would be spending any time in the office, emphasizing the importance of a brief conversation with him.
As Evie sat at her desk and thought about what to do next, she unconsciously rifled through papers lying askew on her desk. She pictured a meeting with Hanover with a partnership committee present, a he-said-she-said with Alan putting her on trial. She could hear him when asked about Sangerson: “She misunderstood the instructions and drew erroneous conclusions instead of clarifying, and now she’s backpedaling since she was caught giving a client sloppy service. Accusations like the ones she’s making flow from a paranoid, overly-suspicious mind and are designed to deflect blame from her own shortcomings.”
What evidence could she pursue that would be clearly exculpatory? She began thinking about sending an email message to the sole Gerais Chevas contact she knew—the holder of the “Adinaldo” email account. The voice in her head abruptly said no—to write to Adinaldo would be a premature announcement of “checkmate,” no matter what she wrote. If she received a reply, it would not be easy to determine the authenticity and accuracy of the response, nor could she ascertain this person’s motivations or loyalties. She answered emails from Adam Peyton and a client who was asking about legal attribution for joint works of art.
Liza called to inform her that Hanover should be back in the office the following Monday and she had added Evie to his calendar. Monday seemed a long way off. Could Evie wait that long to inform the partnership about her findings? There would be no time to think about it. She looked up to see Paul standing in her doorway.
“Evie, do you have a minute?”
“Yes, of course. Come in.”
Paul walked in without looking back at Helen who was watching his entrance from her desk. The door shut behind him and he sat wordlessly for a few weighty seconds in the chair facing Evie’s desk.
“Evie, I’ve always been very fond of you,” he began, his eyes darting about. “Hanover hand-picked you and you’ve proven to have many good qualities over the years you’ve been with the firm.”
Evie offered a guarded half-smile and studied Paul’s face. She felt a growing queasiness in her stomach. She could sense that Paul was here to deliver some type of reprimand. Or perhaps worse. Had Alan already succeeded in convincing the partnership to fire her?
“I’ve never personally known you to neglect a client or mismanage a client matter,” he continued. “I have unfortunately received several complaints lately that you’ve done just that.”
Evie started to say something, but silenced herself.
“—Now, I’m sure that these claims are not without valid defenses, but I wanted to just let you know where you stood because, as you know, preliminary discussions are underway on who will be up for partnership this year.”
“I assume one of the complainants is Steve Buniker because of Sangerson.”
“Yes.”
“Who are the others? Was Alan among them by any chance?”
“I discussed that Sangerson matter with Alan. As I said before, he actually defended you—said there must’ve been some misunderstanding. But, he said he had encountered a few problems with you lately on other matters. Missed deadlines. Sloppy work. Lack of preparation for conference calls.”
“Hmmmm. I see.”
“Tom Margolis said he had to discount our bill for work you did for a client of his. The client complained about the number of hours you spent working on—”
“Wait a minute! That was because that client kept changing things. They re-wrote the terms of their deal at least ten times. I kept updating the agreement to reflect their changes—”
“And there were client complaints.”
Evie stared solemnly.
“Who?”
“Frank Mueller of VelloPro said you were weeks late on a memo.”
“That’s because Alan let it sit on his desk for weeks after I gave it to him. That delay was not my fault even though Alan made it appear that way when we were on a conference call with Frank.”
“Jerry Habee from Neully said your work on a trademark issue cost them because the launch of a product was delayed.”
“That was unavoidable. There was a strong likelihood of confusion with other marks and I simply gave them responsible legal guidance. Paul, you know very well that sometimes our best advice is not what the client wants to hear.”
“And there was a complaint from Roma Sori.”
“What?! Adam complained?”
“He said there was a breach of confidentiality. He said that the New York Technologist called him about his deal with SerosaSoft. That’s your deal, isn’t it?” Evie nodded.
Paul continued, “They wanted comments. He couldn’t understand how they knew about the deal. He said that they claimed a firm source.”
“That’s impossible! I haven’t talked to the press!” Evie raised her voice, but decided a change in volume was a mistake and softened it again. “How could you think I … I didn’t—”
“Wait, Evie, it’s our policy to investigate these things. We will investigate further. You deserve that.”
“Thank you.”
She stared and tried to control her rapid breathing.
“Well, anyway, I couldn’t avoid informing you about these reports. Regardless of any personal view I may have, these statements are part of the record that will be evaluated at the appropriate time. Within the context of your overall record, of course. But consider this. You now have the opportunity that many are not afforded. You have the chance to improve your performance before official partnership discussions ensue. Now. If I remember correctly, you wanted to speak to me about something.”
She felt a hot flash of rage and she felt her body bristle with a second wave of perspiration. She tried to breathe normally. She had never before received negative feedback about her performance. Especially untrue and unfair feedback.
“Okay, Paul. May I say something now?”
“Yes, of course.”
“I’ve invested a lot in this firm. I joined the ranks of your associates with an attitude of loyalty and dedication. No associate has worked harder than I have to establish a reputation for quality service and client satisfaction.”
Paul nodded.
Evie continued, “You know well my explanation on Sangerson, but I have to tell you what I think is going on here.”
“What do you mean, Evie?”
Evie shifted in her seat. She was still trying to decide how much information to share with Paul. Her instincts were telling her to reveal what she could prove, but that wasn’t much. She took a deep breath. “I think Sangerson is only a part of a plan to discredit me. To tarnish my reputation in the eyes of the partners, so that I can be made a scapegoat for something bigger. I think Alan is setting me up.” The words came out finally.
“Evie, I realize you may be feeling a bit upset, but let’s not make rash accusations. That’s quite an extreme statement.”
“I realize that.”
“I think you need to take a breath and listen to yourself. As I said, Alan spoke out in your defense, and these are the impressions of several partners. And clients. Alan could not have manipulated the clients’ complaints.”
“I would not make such an allegation unless I believed it to be true.”
“Evie, please. You should not take this personally. You have to just move on and do the work I know
you’re capable of doing.” He shook his head slowly and sighed. “No one is out to get you.”
“Paul, in each of those situations you described, Alan was involved or had influence, except Roma Sori. I don’t know what happened there, but don’t you think the others are a bit coincidental?”
“Tom Margolis was not—”
“Look, Paul, I know this must sound paranoid.” She leaned forward over her desk, but felt as if she was leaning over a great precipice. “I mean it, this is going to be difficult to explain, because I don’t have the complete story yet, but I see that I have no choice. There’s something more going on here than what you’ve described. And you’re in a position to protect the interests of the firm should they need protecting.”
“Okay, I’m listening.” Paul fixed his gaze and held no particular expression.
“I found some language in an agreement for the sale of a business that I thought was disturbing.” She pulled the printed reps and warranties section of the Gerais Chevas master agreement from a file folder on her desk, handed it to Paul and paused to let him read. After a few seconds, she continued.
“I was troubled by the language that binds the attorney to fulfill certain obligations, even though this particular document doesn’t spell out what those obligations are.”
Evie paused and tried to read Paul’s thoughts, but he was stone-faced. He glanced up from the document. “This Schedule B7 … Do you know what obligations the attorney is taking on? What this Project Neon consists of?”
“No. There’s another file that contains the schedules and that particular one is blank at present. It was protected by passwords and I was only recently able to read the contents of the file.”
“I’m not familiar with this transaction. So you’re not assigned to work on this deal?”
“No. I had never heard of this client, Gerais Chevas, before.”
“I’m curious. How did you happen to be looking into these files? Were you looking for some sample documents?” He raised his hand to his face and leaned his chin on an arched fist. His eyebrows dipped and froze, as if he was assessing a series of nonsequiturs. He didn’t wait for her to answer. “Why would you seek out documents on a client matter that is secured by passwords you say you didn’t have?”
“Well, I received an email from someone at the Brazilian offices of Gerais Chevas who seemed to be under the impression that I’m the one running the deal. And, there was a hotel bill attached to one of my expense reports that showed Brazilian telephone calls to and from a hotel room at the Colonial Court. But I never stayed there, and I never made or received any calls to Brazil. And, I received a voice mail from a woman who says she has information for me about the deal.”
Evie paused and Paul must have decided that it was time for him to summarize. “So, you’re saying that someone is using you as a front-person on a client matter without your knowledge?”
“Yes. That’s exactly what I’m saying. And I’m saying it’s Alan.”
“But why in the world would Alan assign you a matter without your knowledge? He would want to involve you, transfer responsibility for the deal. What advantage would there be for him to keep you in the dark?”
“Because he didn’t assign the matter to me. Instead, he’s using me, my identity, as the deal’s leader, but he’s running it. Or at least he knows who is.”
“Why in the world would he do such a thing? Evie, this is a little hard to believe. You still want us to believe that he sent emails and documents from your email account to Sangerson. I’m having a hard time with these accusations. What could’ve prompted a partner to use the identity of an associate in such a way?”
“I’ll tell you why. There’s some aspect of the attorney’s obligations in this deal that are unusual, maybe unethical, and possibly even illegal.”
“That’s a very serious accusation, Evie. What makes you think so?”
“Well, how common is it for an attorney to assume performance obligations in the transfer of ownership of a business?”
“There are certain tasks an attorney may be asked to perform.”
“Yes, okay. Maybe serving as an escrow agent or communication clearing house, or to offer a legal opinion, but those kind of obligations wouldn’t be hidden in a password-protected schedule.”
“As I said, if it’s password-protected and you have nothing to do with it, how did you happen to be able to access the file? How did you get the password?”
“It was in an email in my—” Evie paused. Should she tell Paul that an email sent from her email account contained the valid password and that it was her mother’s name? How would he believe she had nothing to do with that?
“I’ve been doing some investigating because of that email and expense report … and, because I overheard a conversation.” Evie knew she’d better get directly to the point as she was starting to make herself sound irredeemably paranoid.
“I was in the kitchen a week ago on Wednesday night.” Evie shifted her eyes briefly in the direction of the kitchen. “Next to Conference Room C. I inadvertently overheard certain portions of a conversation that was taking place in there, over the speakerphone. Someone, I know it was Alan, was speaking Portuguese or Spanish mixed in with the English. Later, I concluded that it might have something to do with this Brazilian transaction. I was able to hear and understand a few of the words spoken and the voice of the person in the room was familiar.”
She paused and took a deep breath. “Paul, Alan mentioned my name. That’s what got my attention. I wouldn’t have listened otherwise. And then he was saying that there wouldn’t be a problem. There was some reference to a ‘Schedule.’ I’m guessing he was talking about Schedule B7. He said something about a paper trail … and something about acting alone.”
“It’s impossible to know the full context of a conversation from interpreting brief overheard portions. Frankly, I’m surprised that you thought it appropriate to listen in on a partner’s conversation without making yourself known.”
“But Paul, you’re not looking at the big picture. If you take all of this information together, doesn’t it seem a little strange? I have not been assigned to this deal, and yet I’m getting emails that indicate I’m in charge. Why would I make such accusations if I wasn’t really confident in my suspicions?”
“As I said, you may be grossly mistaken about what you overheard. You’re speculating based on a very few words. Evie, it’s not unusual for an associate to be assigned to work on one part of a deal and left out of other parts, or included as backup on a large deal that may have multiple associate team members who serve interchangeably as time allows.”
“But that’s the point. I was never assigned to work on any aspect of this deal.”
“Not yet. Perhaps this is simply a misunderstanding. I think you’re overreacting to what may be a failure to communicate. Alan may have plans to involve you on some aspect of this deal and has simply not explained it to you yet.”
“That was my first thought as well, but that’s not all.” Evie paused to watch Paul’s reaction.
Paul’s expression remained unchanged but seemed to intensify slightly and he flushed as if someone turned up his body temperature a few degrees.
“That same password allows access to the payment schedule for this deal. There’s a mysterious commission in the amount of $25 million.”
“Schedules, especially payment schedules, are often fleshed out during the negotiations and finalized at closing. Evie, you know that. When is this deal supposed to close?”
“September 20th, I think.”
“Well, you are remarkably well-informed for someone who’s not assigned. Is this about not wanting to be assigned? Are you resisting working for Alan because of the recent miscommunications between the two of you?”
There’s nothing else she could do at this point, but tell him about the harassment. Her palms were sweating, as she knew Paul was not predisposed to believe her and she had no evidence to support those alleg
ations. And, the passage of time would work against her. She knew she was walking toward the figurative edge of the cliff, but she took measured air into her lungs.
Paul’s brow wrinkled with concern and curiosity. But there was a distance there. His attitude seemed to be taking shape in a fog of skepticism and disbelief. Maybe I should wait for Hanover to reveal what happened in Chicago.
Before she could open her mouth, he spoke again.
“How do you know it was Alan in that conference room? Did you see him?”
“No. I didn’t, I smelled cigar smoke. Whoever was in there was smoking and he’s the only one around here who ignores the smoking laws. And he came into my office a short time afterward. It was late. There weren’t many other people around.”
“Evie, that’s not much to go on. Did he say anything about that client to you that night or at a later date?”
“No.”
“Did he make any reference to that conversation that you overheard?”
“No. I don’t know if he knew I was in the kitchen.”
“Has he ever mentioned this deal to you?”
“No.”
“Well, what did he say when he came into your office that night?”
“He just made small talk. Nothing of any consequence.”
Paul said nothing.
“And the next day, when I tried to bring up the Gerais Chevas files from the electronic library, I was denied access because apparently my name was not on the security list. But then several days later, it was—I was allowed to bring up some of the files. So someone decided I needed to be in the group cleared for access.”
“As I said, associates are assigned and de-assigned frequently. As you know, it’s sometimes necessary to cc the entire group of attorneys who’ve been exposed to a deal to keep resources up to date. So then, if someone becomes dedicated to another matter, backup resources are ready to step in.”
“But, Paul, isn’t it unusual for a New York law firm to be counsel on a deal between two Brazilian companies?”
Wearing the Spider (A Suspense Novel) (Legal Thriller) (Thriller) Page 21
