But in the next minute, she had fallen asleep.
CHAPTER EIGHTEEN
Sunday morning dawned clear and sunny, and Mary sat at the conference table, trying not to think about the fact that John wasn’t alive to see this lovely day, but was instead lying on a stainless-steel table in the morgue, maybe being autopsied right now. Judy sat to her right, sad and solemn, her shoulders sloping downward in her cheery yellow T-shirt. She had tried to call William, but there had been no answer. Anne was placing a greaseboard on a large easel, so she could bring them up to speed on London Technologies. In truth, none of them felt like coming into the office this morning, but they’d had no choice because there was a deposition tomorrow. Bennie had come in, too, and she was in her office with Roger, working on their reverse-discrimination case.
Mary felt worried that Judy was in legal jeopardy, because sooner or later, Detectives Krakoff and Marks would find out that she had been at John’s apartment the day he was murdered. They had discussed it with Bennie and had sent Lou out canvassing today on John’s street, to see if anybody had seen or heard anything.
Mary shifted away from a beam of sunlight streaming through the window, which hurt her itchy eyes. They were just about to get started, now that she had updated Anne on the few details of John’s murder, and Judy had revealed to Anne that she’d been dating John. Anne had been as surprised as anyone else, but they talked it over and tried to start work.
“Okay, let’s begin.” Anne stood in front of the easel in a trim white sleeveless dress with her thick red hair in a bouncy ponytail, like the prettiest kindergarten teacher ever. “Mary, just so you know, I did try to get the deposition tomorrow postponed given the circumstances, but I couldn’t. The other side refused. I could ask the judge for a postponement and I think he would grant it, but I don’t want to ask him. I pick my battles.”
“I get it.”
“Besides, I don’t want to back up the deposition schedule, which is heavy, and I printed it out so you could put it in your calendars.” Anne handed them both a deposition schedule. “Of course, we’ve already taken depositions of some of the middle-management types, building the case from the bottom up, so when we depose the big guns, we’ll have the facts at our disposal. So the best is yet to come.”
“Or the hardest.”
“That too.” Anne smiled, still perky. “I emailed you both a copy of the Complaint and their Answer. You probably didn’t get a chance to read them.”
“We tried,” Mary answered, speaking for them both.
“I understand, no worries. It’s a massive Complaint, 134 pages, and their Answer is almost as long.” Anne plucked two thick packets off a stack of paper and gave one to Mary and the other to Judy. “I had copies made in case you want to follow along. I’ll take you through the basics and then Mary, I’ll tell you about the witness whose deposition you’ll be defending tomorrow.”
“Great, thanks.” Mary flipped through her copy of the Complaint, trying to remember what she had read, but so much had changed since then. Judy didn’t open her copy, but Mary knew that she didn’t have to, because she was smart enough to follow along. Even at half speed, Judy was smarter than anybody Mary had ever met.
“First, let me say, the good news is this case is a sure winner. We have the facts, we have the law, and as you’ll see, we have hard evidence of bad intent by the defendants. Our goal is a great settlement. We’d win at trial but that costs too much for these guys. That’s why the Complaint is so detailed. We put it all out there, setting up a great settlement.”
“And the bad news?”
“The bad news is it’s going to be superhard to run this case without John. But we have to try. We can do it if we pull together. Maybe.” Anne cleared her throat. “Now, London Technologies is our client, and we filed suit on its behalf in the Eastern District of Pennsylvania against two defendants, Express Management Systems, or EXMS, and Home Hacks, Inc. We alleged that they violated Section 1 of the Sherman Act, which as you know is the antimonopoly provision of the federal antitrust law. We also allege violations of Pennsylvania law, which we’ll get into later. I’ll explain more about the parties later, but suffice it to say that this is a battle between David and Goliath, with us as David—and this time, there are two Goliaths.”
“We love the underdog, don’t we?” Mary smiled, trying to be supportive to Anne, who was rallying to explain a complicated lawsuit at the worst moment in their collective professional lives.
“The parties in this lawsuit are competitors in the data integration business. Specifically, they develop, manufacture, and sell software that integrates data for furniture dealerships all around the country. Now, you ask, what is data integration software?” Anne cocked her head, and her ponytail bounced. “Hold on, I’ll tell you.”
Mary sipped her coffee, pretending it was caffeinated. She’d spent most of her pregnancy pretending water was wine. Neither of these things was working, and only Jesus Christ could turn water into alcohol.
“Data is simply business information and data integration software allows a furniture dealership to use and analyze that information. They use data integration software for every aspect of their business, including personnel, payroll, accounting, inventory”—Anne counted off on her manicured fingernails—“pending and completed sales, financing, service, and importantly, customer information, such as secured identification and financial information, likes and dislikes, and purchase history.”
Mary tried to stay focused because she was the one defending the deposition tomorrow. She didn’t have to know every detail, but she had to know more than she knew now, which was nothing. Basically, she had to be able to hum a few bars.
Judy barely listened, but nobody blamed her.
“Let me explain briefly about the data integration market, which is the defined market for this lawsuit.” Anne uncapped her marker, turned to the greaseboard, and drew a big circle on the left, in which she wrote, DATA INTEGRATORS. “Okay, so here you see this circle is data integrators.”
“I got that part,” Mary chirped, trying to make Judy laugh, but it didn’t work.
“In this lawsuit, EXMS is the data integrator. That means they store and manage the information given to them in a database.” Anne drew a circle on the right and wrote APPLICATION PROVIDERS inside it, then drew an arrow from the Data Integrators circle to the Application Providers circle. “You may be wondering, what is an application provider? In our litigation, the other defendant, Home Hacks, is an application provider. Think of them like an app for your phone. They’re the friendly interface that connects to the dealerships. EXMS provides standardized data to Home Hacks. Follow me?”
“It this gonna be on the test?” Mary asked, and this time Judy smiled, so she felt rewarded.
“Very funny.” Anne was already drawing a third circle at the bottom of the grease board, so that the three circles formed a triangle balancing on its end. “This circle is the dealership. What connects the Application Providers to the dealerships? They perform services for the dealerships, and as I said, they’re like their app.”
Mary listened, with an eye on Judy.
“Now, for the final and most important part of the market.” Anne drew an arrow from DEALERSHIP to DATA INTEGRATORS, completing the third leg of the upside-down triangle. “What does the furniture dealership give to the data integrator, which is the crux of this litigation? It gives them the all-important, extremely valuable, raw business data. In other words, the dealership gives its raw business data to the data integrator and the data integrator puts it into its database, using its proprietary software.”
Mary pulled over a legal pad so she could take notes, trying not to be intimidated by the buzzwords. Anybody who thought Anne was dumb because she was pretty was dead wrong.
“Express Management Services, or EXMS, is a publicly traded Pennsylvania company with headquarters in Delaware, which employs three hundred people and owns a dominant market share, and it has done so for
the past ten years, which is the relevant time period.”
Mary made a note, noticing that Judy had begun reading the Complaint, her head down.
“Home Hacks, Inc., is a Pennsylvania company with headquarters in King of Prussia. They’re privately held and owned by a consortium of businesses from Pennsylvania and New York. They employ two hundred seventy-five people and also own a dominant market share.”
Mary made a note.
“We’re the plaintiff, London Technologies, and we’re teeny-tiny as compared to the defendants. Jim Hummel and Sanjay Amravati are the owners and got the idea for the company on a trip to London, so they named it London Technologies. They’re also a Pennsylvania company and their headquarters used to be Jim’s garage in Narberth, if you can believe that.” Anne smiled with corporate pride. “But now they have an office in the city, employing twenty-five people. London Technologies owns only about 7 percent of the market share, but as we know, in theory, the law is the great equalizer. So we’re going against the big boys, and when you find out what they did wrong, you’ll be as stoked as I am about this case.”
Mary noticed that Judy was still reading the Complaint, not even looking up at Anne, who continued speaking.
“Let me tell you how big Goliath is. They control approximately 91 percent of the data integration software market in the chain furniture stores, if you measure using what is known as ‘rooftops,’ that is, dealerships. And when you measure it by the dollar value of merchandise sold per year, the market dominance is even more pronounced, with a combined market share exceeding 94 percent.”
Mary tried to take notes, and Judy kept reading the Complaint.
“Also the defendants own almost identical market shares in their separate markets, because they planned it that way and they executed their plan. They have colluded to drive out competition, even though it’s a per se violation of the monopoly laws.”
“How did they get away with that?” Mary asked, surprised. Judy kept reading, seeming not to hear.
“They both had about 25 percent market share in their markets and it was very competitive, with roughly nine data integration software manufacturers and ten application providers slugging it out in the chain furniture market, nationwide. EXMS and Home Hacks gave consideration to merging, but when that didn’t happen, they formed a written agreement called the Access Memo. They actually agreed that they would no longer compete against each other, but would combine forces, driving out all competition. They even made statements to various people at trade associations. They don’t realize it’s illegal or if they do, they don’t care.”
“I understand,” Mary said, trying not to be distracted by Judy, who was studying the Complaint as if she were memorizing it, which seemed odd. Anne glanced over at Judy, but didn’t say anything.
“To make a long story short, since that agreement, the collusion between the defendants has resulted in their dominating the market.” Anne folded her skinny arms. “Then along came London Technologies with a completely different business model. The defendants decided to try and drive them out of business. I’ll detail how later, but suffice it to say, that’s when they came to us.”
Mary nodded at Anne. Oblivious, Judy turned the page of the Complaint.
“By the way, you’re probably wondering about the procedural history of the litigation. We made a settlement demand early on, but they countered too low. After I took the first deposition, they came back with a slightly higher amount but it was still ridiculous. Since then there have been no other settlement negotiations, and we’re going full speed ahead, hoping for settlement because litigation is so big and expensive.”
“Of course.” Mary glanced over at Judy. “That doesn’t surprise you, does it, Judy?”
“Excuse me?” Judy looked up from the Complaint, completely preoccupied.
“Nothing.”
Judy returned to reading, and Anne cleared her throat again, continuing her lecture.
“Jim and Sanjay had a hell of a time trying to find anybody else to represent them at all. The consortia that own the defendants are a variety of different businesses, most of which are located in the Delaware Valley area, and that means that other firms represent their related companies or their subsidiaries, which conflicts out most big law firms from representing London Technologies.” Anne made a sad-emoji face at Mary. “What this means is that we were the last resort for London Technologies. They’re counting on us. If we let them down, they go under. If we lose, they go under. No pressure, right?”
“Not at all.” Mary managed a smile. Judy turned the page, but was no longer reading the Complaint, only turning the pages.
“But let me explain to you what Jim and Sanjay innovated as a business, which threatens the defendants.” Anne pointed to the greaseboard triangle. “What Jim and Sanjay figured out is that when you look at this market, the furniture dealership does not need both a data integrator and an application provider. Jim and Sanjay realized that the dealership could provide the information directly to the data integrator, bypassing the application provider and thereby eliminate the onerous fees that the application provider was charging. So they wrote software that did that and licensed it to dealerships to enable them to deal with a data integrator directly, thus cutting out the middleman, Home Hacks.”
Mary nodded, understanding. Judy was still turning the pages, as if she were trying to get to the end.
“Then some friends of Jim and Sanjay started talking about a startup that would compete with EXMS, using the same no-middleman, buy-direct no-frills business model. It would be cheaper for the dealerships, who could pass the savings on to consumers. And that’s the point of the antitrust law, to open new markets, foster innovation, and increase competition, which ultimately benefits the consumer.”
“Right.”
“But as soon as they did this, both defendants were alarmed because it threatened their business model, even if it resulted in cheaper prices to the dealerships. It cut into their ability to charge excessive fees and control the market.” Anne frowned. “So the defendants, via EXMS, refused to accept data from the dealerships that was not integrated by Home Hacks. At the same time, they demanded their dealerships sign exclusive dealing contracts, promising that they would deal only with Home Hacks. And they just refused to deal with dealerships that were attempting to buy or use software from London Technologies. As you know, that’s unlawful per se.”
“As it should be,” Mary said, meaning it. Judy was still reading.
“Worse, when the dealerships got angry with EXMS over this and demanded their data back, EXMS refused to give it back, claiming that EXMS owned the dealerships’ raw data, which was improper. Essentially, they held the data hostage. We alleged in the Complaint that these exclusive dealing arrangements and business practices were patently anticompetitive. We have three different counts under Section I of the Sherman Act, and here’s where we get to the nitty-gritty. Ready for the hard part?”
“Yes.” Mary looked over at Judy, who had reached the last page of the Complaint, which showed the signatures of the filing attorneys. Bennie’s was at the top, Anne’s second, and finally John’s. Judy’s gaze was riveted to John’s signature, and her lips trembled as she fought for emotional control.
Anne fell silent, her lovely features softening in sympathy.
Mary asked gently, “Judy?”
Judy looked up after a moment, her eyes glistening. “Anne, John drafted this Complaint, didn’t he?”
“Yes. I didn’t change a word, and neither did Bennie. It couldn’t be improved upon, so we didn’t try.”
“I could tell.” Judy placed a hand on the Complaint, facedown. “I never knew an antitrust Complaint could be so elegant, but this one is. He had a beautiful legal mind. Truly.”
Anne nodded sadly. “I agree.”
“I know he got testy with you, and said some mean things, but he didn’t mean them. That wasn’t him. He was just upset.”
“I know that.” Ann
e’s lower lip puckered. “And I’m sorry I said what I said, too.”
Suddenly Bennie stuck her head in the doorway, urgent. “Ladies, we have action.”
“What?” Mary asked, alarmed.
“The police want to see Judy.”
CHAPTER NINETEEN
“What do we do now?” Mary asked, nervous, as Bennie, Roger, and Isaac the PR guy entered the conference room. Judy looked stricken, her palm still resting on top of John’s signature. Anne sank into a chair in front of her London Technologies greaseboard, which receded into the background, literally and figuratively. There was nothing more important, or more terrifying, to everyone than the fact that Judy could be suspected of John’s murder.
Bennie took the lead, standing at the head of the table. “Don’t worry, Carrier. We got this, and we know what to do—”
Roger stepped partially in front of Bennie, physically upstaging her. “Judy. Let me tell you what I would advise, at this point—”
Bennie stepped forward. “I was going to let you—”
“Let me?” Roger smiled, but it wasn’t friendly, and the time for joking had passed. His expression was intent and his focus total. He straightened, looking even taller and slimmer in his lightweight charcoal sportcoat, which he had on over a gray-cashmere turtleneck and skinny jeans. “Here’s where we are now. Judy, you have to go to the Roundhouse. There is no question about that.”
“I know,” Judy said nervously.
“You’re not going in unrepresented. That would be foolish. So the question is, who will represent you?” Roger spoke calmly and conversationally, which Mary would have expected from a Zen Master, but his demeanor soothed her and she listened carefully while he continued.
“I have a recommendation for your representation today, Judy. Please keep an open mind. What I’m going to suggest is unorthodox. Ultimately, this will be your choice. You are not a suspect in John’s murder, but you are a potential suspect. As such, you have the right to choose your attorney.”
Feared Page 13
