That Spring in Paris

by Ciji Ware

  He glanced at the founding partner at his firm who gave him a sharp nod. “Go on, Roland.”

  “About two months ago, I overheard Gavin chuckling about the fact that his buddy, Brad Thayer, had persuaded his own father to surrender his stock options during the first takeover fight at GatherGames.”

  Shocked to hear this, Juliet interrupted. “The first takeover fight?”

  Roland nodded. “From what I could gather, Gavin’s college buddy wanted more options under his control so there’d be enough to offer a new board member who supposedly was bringing in a needed infusion of cash to fight the dissident VCs.”

  Aghast to have this fact confirmed, Juliet turned to Jamie. “Did you know Dad was pressured to give up his options months ago, just like I was forced to when Brad fired me?”

  Jamie shook his head. “Dad never said a word.”

  “What else?” Adelman demanded of his underling.

  Looking embarrassed, but apparently aware his own job was on the line, he said, “Not too long ago, when Gavin was on the phone again, I heard him say on his end of the conversation that he admired Brad Thayer’s... ah... brass balls... threatening his father that he wouldn’t hesitate to default on some equity loan if his dad wouldn’t give up his board seat to a new investor. Gavin congratulated Thayer junior on following his advice.”

  “I knew it!” Juliet exclaimed to Jamie. To Adelman she said, “So, your employee, Gavin Linley, was giving advice to my brother before he’d even left your firm, even though I was a client, here, with opposing interests to my brother’s—and probably as a ploy to land himself a plum position as house counsel at GG!”

  “So it would seem.”

  To the shaken young lawyer she demanded, “Did you hear anything about the family-owned stock in this fight?”

  Roland nodded. “Gavin told Brad he’d write up a document for all family members to sign stating that they wouldn’t sell any family-owned stock unless Brad said it was okay, thereby keeping it in one bloc to give Brad more leverage on the board and against the continuing threats from outside.”

  Juliet turned to Adelman. “What are the penalties for someone acting as counsel for my brother’s selfish interests—and against our father’s interests and Jamie’s and mine—when we were already clients at the same firm?”

  “Reprimands, dismissal... disbarment,” he replied.

  “Gavin had to know intimate details about why Jamie and I consulted you!”

  Jamie chimed in. “How the hell did he do that?”

  Before Adelman could answer, Roland swallowed hard and raised a trembling hand to get their attention. “I’m guessing somehow he’d seen your client logs, Mr. Adelman, and it’s even worse than that,” he admitted with another glance at Adelman. “Gavin figured I’d probably heard a lot of what he’d been saying to Thayer. He even joked to me in the men’s room about what he’d advised Brad’s fallback position should be.”

  “Which was?” Juliet asked, gripping the sides of her leather chair.

  “If Gavin’s first plan didn’t work, he told Brad that your older brother could always make a side deal to leave as CEO if he was given his full complement of stock and options, plus a big bonus as a kiss-off deal with no exit provisions for the rest of his family.” He paused, inhaled, and added, “In the men’s room, Gavin threatened to destroy my chances for advancement if I breathed a word of anything I’d ever overheard.”

  “And do you know what Mr. Linley ultimately recommended regarding the outstanding equity loan against the Bay View Hotel?” Juliet demanded.

  The young lawyer visibly gulped. “Gavin said in that second scenario, to harvest enough money for Brad’s golden parachute of stock and vested options, plus the bonus, he’d tell the new owners just to let the equity loan default on the Bay View Hotel.”

  “Oh, my God,” Jamie said on a long breath.

  Roland Miller nodded. “Brad’s logic was that he’d never monetize his share of the hotel until his parents were dead and his siblings agreed to sell—which Brad had told Gavin he was sure they—you—never would agree to unless you had no other choice.”

  Jamie looked at Juliet in disbelief, and then turned to Adelman. “So, in other words, a guy still working in a firm that represents us advised our brother it might even be advantageous to his bottom line if the rest of his family were thrown under the bus.”

  Adelman shifted an icy gaze toward the junior member of his firm. “Please leave us, now, Roland. I thank you for being so candid in your responses. I will inform you later what I decide to do about your future in this firm, but you might let it be known among the other juniors if ever anyone at Adelman and Marx knows about such obvious conflicts going on in this office—and he or she doesn’t say anything to a senior partner—I will personally turn these individuals over to the Bar Association with a recommendation of disbarment.”

  “Y-Yes sir.”

  “You may go back to work, and I better not learn that you’ve repeated anything you’ve heard in this room, or anywhere else... is that crystal clear?”

  “Yes, sir.” In the next instant, he slunk out of Adelman’s office.

  Juliet was the first to speak. “Thanks to Gavin’s advice, Brad could appear to be fighting the takeover and then just make his own side deal with the wannabe buyers and to hell with the losses that the rest of us will suffer.”

  “But I don’t understand,” said Jamie, “how did Gavin even know who you were?”

  Juliet mused aloud, “I got the eeriest feeling Gavin recognized me that first time I came to this office. Maybe Brad invited him to my thirtieth birthday bash, or something? He could have gotten in touch with Brad right after we consulted this firm and told him that he’d seen me here and saw it as an opportunity to troll for a bigger job at GG?”

  “Or maybe Gavin and Brad still play squash together, or see each other at the Pacific Union Club and trade gossip,” Jamie speculated. “Who knows in this town?”

  “But Edward,” she pressed, “wouldn’t Gavin be required to reveal to his firm if he wanted to advise Brad as a client, in order to be sure there was no conflict-of-interest among all the clients you represent—even if Gavin wasn’t angling for a bigger job?”

  “Yes, of course,” Adelman replied. “There are rules about this. However, it could be that he approached Brad after he figured out who you were, saying he knew something that would be of interest. Everyone in San Francisco heard about that first takeover bid.”

  “But how would he even know the specifics of what I was doing here if you never said a word about the substance of our meeting?” Juliet said, her skepticism returning.

  Adelman pointed to a large notebook on the table with LOG printed on its cover.

  “Roland had the answer. Gavin could simply look in here. It’s standard practice to note in our phone-and-meeting logs the name of the person a member of the firm is seeing and jot down what issues were discussed in order to justify our billable hours.”

  “You mean Gavin Linley could have seen me here,” Juliet protested, “put two and two together in the light of rumors of the first takeover, and then snuck in here and stolen those pages to entice Brad to hire him as Chef Counsel?”

  “It’s possible,” Adelman agreed carefully. He opened the log on his desk to a page he had marked. “Look... the pages are here, but there is no need to steal them or even ‘borrow’ them for a while.” He pointed to a shelf behind his desk full of identical notebooks. “Some lawyers keep notes electronically, but I like the privacy of paper.” He inhaled a deep breath, continuing, “But now it’s clear even that system depends on the trustworthiness of your fellow employees not to snoop. I could have been in a conference down the hall or at a meeting outside the building, and all Gavin would have to do is slip in here, pull out his cell phone, and photograph the pertinent pages of my notes to peruse at his leisure. He could have later downloaded the images and emailed or printed them to show Brad why you two had come to see me, in exchange for t
he offer of chief counsel at GatherGames.”

  “Holy shit!” breathed Jamie.

  “Gavin’s advice saved Brad’s ass that first time, no doubt,” Juliet said to Adelman grimly. “Well, not this time around! If those pages about our meetings with you exist somewhere other than in that log there,” she tapped the notebook in front of the lawyer, “we’re going to find the copies he made. Brad’s having that information cost me my job and a lot of money! If Gavin purloined those notes from your log, they’re either in Brad’s possession or in a file in Gavin’s new, corner office!”

  “Or on his laptop—or Brad’s,” Jamie reminded her with a bitter laugh. “I’m head tech guy at GG, remember. If they’re somewhere other than in this log, I’ll find them.”

  With a sideways glance at Adelman, Juliet asked her brother, “Can you hack into their two computers? What about their phones?” Looking back to the discomfited lawyer, she added, “You didn’t hear that, but we have to fight fire with fire, now.”

  “You are correct. I didn’t hear that,” their lawyer repeated.

  Jamie said, “I have legal ways to access our office intranet system.” He pulled out his key ring and grabbed a slender one made of brass. “Even better than a hack... here’s a master key to the entire office. Let’s do a little ‘borrowing’ of our own!”

  “I didn’t hear you say any of that,” Adelman broke in, “but I do want you to know this... if you can find proof that Gavin Linley took client-sensitive property belonging to my law firm, I’ll see to it he’s disbarred.”

  “But what about the damage to us he’s already done,” demanded Juliet, “to say nothing of the havoc he could wreak on our family in the future?”

  Adelman paused and Juliet could tell he was carefully considering his next words. “If you two get the proof, I will be able to persuade my partners to provide you the full firepower of this office, pro bono, to help you mount the best fight possible to preserve your family’s stake in the coming battle over control of the company.” Then he hastened to add, as any lawyer would, Juliet figured, “Of course, we can’t promise a miracle, but I swear on the integrity of Adelman and Marx, we’ll have your back on this until the Fat Lady sings.”

  * * *

  Half a world away, Finn hiked his heavy backpack onto his shoulders and headed down the steep incline behind the native guide toward what he hoped was a riverbank and shelter of some kind. The sun was blistering and the air so filled with creatures flying in swarms, he hoped his spider drone would function in these extreme conditions. His mobile phone certainly didn’t work, although that was most likely due to the fact that this particular Third World nation barely had running water, let alone functioning cell towers. The rest of the party trudged behind him, their boots caked with dirt and sweat seeping through their khaki shirts.

  Cut off from civilization is exactly where a guy like me belongs right now. And who gives a shit if danger lurks just around the next rock?

  For the briefest instant, a vision of Juliet loomed in his mind’s eye.

  She would give a shit... and so would Aunt Claudine...

  But Juliet Thayer was caught up in a world so foreign to Finn’s own, right now, he couldn’t imagine the lady from California sparing him a moment’s thought.

  Not true, Deschanel... and you know it.

  * * *

  Juliet and Jamie chose the following quiet Sunday to display before their parents’ photo copies they’d found in GG’s electronic files of the purloined phone logs from Adelman and Marx, along with other proof of the betrayal of their eldest son. They also related the unsavory details of Brad’s sexual harassment of Avery Evans and her subsequent flight to Paris.

  After silence descended in the sitting room of the family’s suite, Mildred rose from her chair, walked over to the bay window with its spectacular view, and shook her head from side to side in disbelief. “I’ll never forgive you if you’ve distorted the facts.”

  “Look again at the phone logs, Mother,” Juliet said quietly, almost sympathetic to a woman whose own son would allow the hotel to go into default on the outstanding equity loan. “Jamie found Adelman’s log notes in Brad’s Inbox, courtesy of Gavin Linley. Gavin wanted a job, and Brad wanted to win this takeover fight, no matter what. It was like a video war game to him, I think.”

  Brad, senior, also stood up and crossed the room to stand behind his wife. He placed his hands gently on her shoulders. “This time, Millie, even you cannot condone his behavior—nor ours,” her husband insisted in his quiet voice. “It’s true. Brad twisted my arm to surrender our stock options in the first takeover fight. It was spineless of me not to tell you, Jamie and Juliet, I’d done that. Now Brad wants to remove me from the board and leverage the hotel to a dangerous level. He didn’t even look after your welfare, Mildred, let alone the rest of us. Surely you see that, now?”

  Juliet took a step toward her mother and took her hand. “Mother, please know that Jamie and I feel horrible to have found all this out. Brad’s our brother! But, the evidence we’ve shown you means that our only chance of saving the hotel from receivership and ending up with some of the money owed us all is for the four of us to grant our proxies to the board members who are in favor of the takeover—provided they pay back the loan on the Bay View and grant us our fair share of what we founding family members invested in time and money.”

  Juliet’s father remained standing behind his wife. “Mildred, you and I must face up to the fact that we’re partly responsible for Brad’s... lack of empathy, I guess we’d have to call it... toward anyone but himself.”

  Mildred Thayer whirled in place and glared at her husband. “Isn’t what you’re really saying is that I’m responsible for the way Brad is?” Hands on hips in her typical, combative stance, she confronted the man she’d lived with for forty years. “Well, maybe it’s time, now, to tell your other children how you skipped out on me when I was pregnant with our first child and—”

  Juliet interrupted her.

  “Jamie and I both already know that story,” she revealed as gently as she could. “We had another brother, also named Bradshaw,” she recited. “He was born dead when Dad was in Vietnam and is buried in Arizona. When Dad came back, you had a second son you also named Bradshaw. Since Day One, you clung to him and used him as a weapon. Dad stood by and let you do it. End of story.” She turned and gazed out the bay window at the sparkling water a mile away. “It must have been painful for you both, but that was then and this is now, and if you care about your other two children—or yourselves—you’ll join us by giving your proxies to the board members who are the only ones that can dig us out of this mess.”

  Juliet was startled to hear a little sob, and turned to put an arm around her mother’s heaving shoulders. “Mother, I know this is hard, but I have to know. Can Jamie and I count on your proxy, or do you want to be thrown under the bus with the rest of us?”

  “Do you know which board members you’d trust to approach?” Mildred asked, barely above a whisper.

  Jamie spoke up for the first time. “Yes, I know which ones they are, and since I still work for the company, our lawyers at Adelman and Marx advise me that I can demand a meeting with the dissident members of the board. We can then offer to strengthen their hand in the outcome of this fight by giving them our four proxies and cut a deal so that we can survive, too.”

  Mildred bowed her head in defeat, her hands no longer defiantly on her hips but trembling, now, by her sides. Tears rimmed her eyes and her voice caught.

  “Where do I sign?”

  * * *

  “Hey, Deschanel!” somebody yelled from the foot of a rickety set of mobile stairs leading to the open door of a prop plane that looked as if it would never get off the ground. “Get a move on! We’re leaving!”

  Finn slowly reached for his mountainous backpack squatting in the orange-colored dirt and slowly rose to his feet, slinging it with a thud around his shoulders. Once he got to his next stop, what did he do then, h
e wondered? Sleep in another mosquito infested mud hole? Eat another serving of food brought back to life by water that might give him the worst case of dysentery in his life?

  What the hell am I doing?

  * * *

  Tadich’s Grill was brimming with customers and noisier than ever when four members of the Thayer family entered its hallowed interior at the height of the dinner hour. They were taken directly to one of the larger booths positioned behind the paneled walls of the restaurant’s main front room.

  “Will you ever forget our dinner here, the night Brad fired you?” Jamie whispered as they followed the maître d’ toward their destination.

  “Yeah... the beginning of the end of GG, as we knew it,” she whispered back.

  And the true beginning of her love affair with a certain former Air Force flyer she hadn’t heard from in two-and-a-half weeks despite repeated attempts to contact him. The regret she felt about her last day in Talloires left her feeling hollowed out inside.

  She couldn’t think about that now, she warned herself.

  Just focus on the crucial meeting that’s about to take place.

  The restaurant’s host pulled back the heavy curtain cloaking their booth and the Thayers took their seats. Edward Adelman and his partner, Martin Marx, were already present with seven of the thirteen board members around the linen-clad table where drinks and Tadich’s famous French fries were already on display. Squeezed beside these attendees were two potential Silicon Valley investors whom the Thayers had never met in person but knew by their tough reputations. After introductions were made, lawyer Adelman took charge of the meeting.

  “My hand-delivered memo has informed you why we requested to see you privately with my clients, Mr. and Mrs. Bradshaw Thayer, the Third, and their adult children, Juliet and James—all of whom were among the founders of GatherGames.”

  Adelman swiftly confirmed that the four Thayers, together, owned a significant amount of the family stock and would be willing to grant their proxies to those in favor of a change of control at the firm. “That is if the new owners will both retire the ten-million-dollar equity loan Bradshaw Thayer, here, granted the company in its start-up phase, and secondly, accelerate the right of these family members to exercise their remaining stock options at the time of the sale—as well as simultaneously allowing them to sell their preferred shares to the new investors—all in one, coordinated transaction.”