by Roy Lewis
‘Are we ready to start, Mother?’
She looked towards James Byrne and inclined her head gracefully. As chairman, he would begin.
‘Hrrumph! Well, Mrs Gaines,’ rumbled Byrne, ‘this meeting of the trustees has been called at the request of Mr Gaines here to discuss the matter of the . . . er . . . acquisition of shares in Amalgamated Industries Ltd., in place of those at present held in Noble and Harris Ltd. As I . . . er . . . understand the position the offer is now being taken up, and I imagine that you, Mr Gaines, are really wanting us to decide whether we, as trustees, should take up the shares, or whether we should take a cash distribution at — er — I believe it is £4 10s a share. Well, in my opinion—’
‘Yes, let us have your opinion, Mr Byrne,’ cut in Sam acidly. Mrs Gaines tried to catch his eye angrily, but he refused to meet her glance. James Byrne looked a little startled.
‘Yes, well, er, yes. I . . . er . . . I was saying that in my opinion we would be well advised to take the cash. The reason why I suggest this of course is that we know very little indeed, nothing about the firm of Amalgamated Industries Ltd.—’
‘Is that so?’ drawled Sam.
Mrs Gaines caught the sharp glance that Peter Marlin cast in her son’s direction, but listened still, for Byrne was well launched.
‘. . . and in my experience, which you might well regard as extensive, after some forty years or more in the accountancy profession, it is pretty clear to me that we need to tread warily. It is our duty as trustees to ensure that trust moneys are not frittered away, and should we therefore decide to take up the share issue we might find that we are backing a horse which will fall dead in the shafts. There is no evidence to suppose that the firm is likely to produce the kind of trading figures that have been enjoyed in the past by Noble and Harris, figures which have been steady, I agree, rather than startling—’
‘Mr Marlin,’ interrupted Sam sweetly, ‘is of the opinion that the firm of Noble and Harris has been in a state of atrophy for the last two years.’
‘It would be more courteous,’ commented Mrs Gaines mildly, ‘if you were to give Mr Byrne the opportunity to finish what he is saying.’
Byrne hardly seemed to have noticed the interchange.
‘—so, when all things are taken into consideration I am convinced that the best course that we, as trustees, can take is to accept the cash, make suitable safe investments and proceed from there.’
He looked around portentously.
‘Now, Mr Gaines, I think you wished to make a comment.’
Sam flashed the smile that Mrs Gaines knew so well. One thing Sam had taken from William: his natural charm.
‘Please,’ he smiled. ‘After Mr Marlin.’ Peter Marlin was holding a pencil and staring down at the papers he had placed on the table in front of him.
‘You already have my recommendations,’ he said quietly. ‘In my opinion you should accept the offer of shares in Amalgamated Industries Ltd.’
‘Would you care to elaborate upon your reasons for so recommending, Mr Marlin?’ sneered Sam. Mrs Gaines was aware that the atmosphere between the two young men was becoming tense.
‘I have already expressed my reasons, but, if you wish, I will repeat them,’ replied Peter Marlin. ‘Noble and Harris will shortly be in financial difficulties, and only a fresh injection of capital can save them; fresh capital, and a cutting back of their present outgoings. They have two unprofitable subsidiary factories in particular which are a drain upon them. They should be excised, and a regrouping of management and control should take place. I understand that if Amalgamated Industries take over, this will be their policy.’
‘You understand?’ At the sound of Sam’s voice, Mrs Gaines trembled. Sam’s hostility towards Peter Marlin was quite open now. ‘Tell me, Marlin — what do you mean by understand? Where do you get the information from?’
‘The papers put out by—’
‘What papers? Don’t talk such rubbish to me, Marlin. How well do you know Paul Jackson?’
‘Jackson?’ queried Mrs Gaines. Her son turned to her. His face was beginning to flush.
‘Jackson, dear Mother, is the member of the board of directors of Amalgamated Industries Ltd. who will be responsible for the reorganisation of the management of Noble and Harris. He is the man who has been carrying on the negotiations. Well, Marlin, do you know him?’
‘Slightly.’
‘Slightly! The last time I asked you, you said you didn’t know him at all! What are you trying to hide, Marlin? Tell us, what are you trying to cover up?’
Peter Marlin was looking at her; Mrs Gaines saw no fear in his eyes but a certain resignation that she could not understand. He opened his mouth to speak, but her son gave him no opportunity.
‘I’ll damned well tell you what you’re hiding, Marlin. One bloody great fiddle!’
‘Sam!’
Mrs Gaines was aghast at the venom in Sam’s tone; it was as though he hated Peter Marlin, as though the two had been lifelong enemies. She could not understand what was going on. She fixed a piercing glance on her flushed son and said, ‘I think that you had better apologise to Mr Marlin.’
He shook his head. Suddenly he was smiling. It was a smile that chilled her more than his anger could have done. Suddenly she did not understand her son.
‘No. I don’t need to apologise, dear Mother. Because I’m telling the truth. I’d rather justify my remarks than apologise for them. If John Sainsby had been here this morning he could have explained it better than I, but John,’ he sneered, staring at Peter Marlin, ‘is otherwise engaged.’
‘I don’t understand,’ said Mrs Gaines levelly.
‘You will, Mother,’ grinned Sam. ‘It’s all quite simple, really. This man Jackson is a director of and major shareholder in Amalgamated Industries. He is also the nominee of our friend, Mr Peter Marlin!’
‘Is this true?’ pondered Byrne heavily.
‘I checked at Companies House, ferreted around, had a long talk with John Sainsby. I know my facts, Byrne, believe me. Don’t you see, Mother? Marlin has been using us, hoping to clean up a pile for himself!’
Mrs Gaines sighed, and turned to Peter Marlin.
‘Is this true?’ she asked.
‘No,’ he replied shortly. Sam yelped in triumph.
‘Listen to him! He’s lying in his teeth! I’ve checked, Marlin! I know the blasted truth! You’re the moving force behind this takeover and you stand to gain a hell of a lot of money!’
‘Mrs Gaines.’ Marlin was ignoring Sam, and addressing himself directly to her. She saw the knot of anger stir in Sam’s jaw, but she listened to Marlin. ‘What he says is a perversion of the truth. I believe that this takeover is necessary for the wellbeing of Noble and Harris and for the trust holding. If it goes through, the trust holding stands to make a great deal of money. No, it will make a great deal of money. I’d stake my reputation on it!’
‘Reputation!’ screamed Sam in derision.
Marlin ignored him.
‘It is perfectly true,’ he continued, ‘that Jackson is my nominee. It was necessary because it was he who would have to raise the necessary capital in the City, where I am not known. Confidence reposes in his ability and reputation. Moreover, he is an experienced company man and would be able to handle the delicate negotiations involved far better than I. Even so, I must emphasise that the whole thing was completely necessary for otherwise the minority investments of the trust holding would not have been looked after. This way they will, for I’m concerned — behind, if you like, the negotiations, and I know what will happen.’
‘For God’s sake,’ snarled Sam. ‘Come off your pure white horse and tell the truth! You have shares in Amalgamated Industries — if the takeover goes through you gain personally.’
‘All right,’ snapped Peter Marlin, his eyes blazing. ‘I do — but so does the trust! And without my intervention the holding would have faded away to nothing.’
‘Even so,’ rumbled Byrne unhappily, ‘t
o take a direct interest . . .’
‘Listen!’ demanded Sam Gaines. ‘I told you I had a long, sometimes hypothetical talk with John Sainsby. The upshot is that we have this character over a barrel.’
‘I have listened,’ said Mrs Gaines quietly, ‘but I am not convinced that Mr Marlin has done anything illegal. I am not sure he has acted wisely, but—’
‘Wisely! He’s stuck his neck out, Mother. He’s a trustee — he has a fiduciary position in relation to the trust and one of his basic duties is to ensure that he does not betray the trust — which he does if he allows his personal interest to come into conflict with his duty as a trustee!’
‘My personal interest,’ snapped Peter, ‘has in no way affected my professional judgment!’
‘In a pig’s eye it hasn’t! You’re more concerned with your rake-off than anything else! Tell me this: at the annual general meeting which we attended together recently you didn’t inform me of the importance of our vote. Why not?’
‘It wasn’t necessary to explain it. I was doing my best for the trust—’
‘For yourself, you mean! Mother, let me explain the situation to you. He used the trust for his own benefit! The Noble family hold about eight per cent of the shares in Noble and Harris. Like us, they are minority shareholders. Now when a company makes a takeover bid for another company, and the offer is accepted by the holders of ninety per cent of the shares, the company making the offer can get the rest of the shares — those belonging to the shareholders who voted against the acceptance — on the same terms. Don’t you see? The offer could have been accepted by the Noble and Harris directors, but if we had stuck out with the Noble family Mr Peter Marlin here wouldn’t have got his ninety per cent — and who knows? Maybe a few of the directors wouldn’t have sold then, and where would Marlin’s controlling interest be then? Gone in a puff of smoke. I tell you, Mother, it was a fiddle!’
Mrs Gaines turned to Peter Marlin, but he was already speaking.
‘I congratulate you on your research, Sam,’ he said quietly. ‘That and no doubt your talks with John Sainsby seem to have filled you in pretty well on the background. But all that you say means nothing at all. The fact is, I have been working on this for two years. I’ve sweated blood over it. I think you know how much time I’ve put into it. And I’m satisfied, whatever my own private interests in the matter might be, I’m satisfied that I have worked for the trust holding, and for the best interests of the trust holding. And let me make one more point, Sam, before you interrupt — I am the only person I have to satisfy. It’s a matter of personal integrity. I can assure you, and your mother, that I’ve done nothing illegal.’
‘It depends what you mean by illegal,’ scoffed Sam Gaines. He looked to his mother. ‘And what’s your reaction, darling? You going to take his side and to hell with the trust? Or are you going to credit me with a little intelligence at last?’
Mrs Gaines’s mouth hardened.
‘I’ve always credited you with intelligence, Sam,’ she snapped. ‘It’s simply been the matter of the application of your intelligence which has worried me.’
She turned to Peter Marlin. He met her eyes, but she was not convinced. She knew that he had put up a show this morning, but on another day he could have demolished Sam. His heart wasn’t in the battle; for some reason he was not prepared to fight. He would not capitulate for capitulation was not in the man, but he had no true faith in his cause.
But did he have faith in the trust’s cause? ‘I want only one thing from you, Peter Marlin,’ she said. ‘I am of the personal opinion that you have acted unethically: you lawyers have a saying that not only must justice be done, it must be seen to be done. I see little justice, in that sense, in your statements as far as the trust is concerned and your conduct in relation to it. But what is done is done. I want, as I say, only one assurance from you. Is it your honest, professionally based belief — irrespective of personal gain — that this takeover by Amalgamated Industries will be for the long term benefit of the trust holding?’
He met her eyes unwaveringly. ‘Mrs Gaines, I am convinced of it.’
She stared at him for a long time. Her hands, blue-veined, were still in her lap.
‘I’ve known you for many years, Peter Marlin. I knew your father before you. On the meadows I trusted his judgment. On this, I trust you now.’
Silence fell.
‘Hrrumph,’ coughed Byrne. ‘I suppose that talks it out. Well, nothing I’ve heard changes my opinion, of course—’
‘Of course,’ echoed Sam with a grin. His anger seemed to have evaporated.
‘—and I still maintain that we should take cash. Mrs Gaines is the principal beneficiary and we are entitled and expected to take her views into account but not bound by them of course—’
‘My view is Peter Marlin’s view,’ said Mrs Gaines quietly, without taking her eyes from the young solicitor.
‘—but we will now take a vote on it. Mr Marlin?’
‘I would want the trust holding to acquire shares in Amalgamated Industries rather than accept cash. The offer of £4 10s is a good one but there is more to be gained from the shares.’
‘Mr Gaines?’
‘Oh, my dear chap, my views are as those of my mother and Mr Marlin! Who am I to quarrel, and cross swords with the solicitor to the trust? No, shares, by all means!’
Mrs Gaines caught the glance of pure annoyance that flashed from Peter Marlin to Sam. Her son was smiling sardonically.
‘So we go ahead with the transaction,’ said Byrne heavily. ‘The papers are all prepared — perhaps you gentlemen, as trustees, would care to add your signatures to these documents, after reading them with due care. You, of course, are already familiar with them, Mr Marlin?’
Mrs Gaines rose.
‘I will order some coffee. It is a pleasant morning — perhaps we could have it on the terrace.’
She left the room and spoke to Molly, giving her the relevant instructions. When she walked out to the terrace Sam followed her. The others were still in the drawing-room, with the documents.
‘Your smile,’ commented Mrs Gaines with some asperity, ‘denotes satisfaction. I can’t understand why. Sam, you made a completely unnecessary scene this morning. And for nothing. What was the point of all that argument if, at the end of it, you were going to agree to Mr Marlin’s suggestions — albeit an agreement couched in offensive terms?’
‘Mother, I delight in your phrasing. There is something so tremendously Victorian about it. But you’re wrong. I didn’t do it all for nothing. You see, I imagine that Peter Marlin is absolutely right in his assessment of the financial situation. But I’m damned if I was going to allow him to get away with thinking that he could pull the wool over my eyes! I wanted him to realise that I was on to his little game.’
He smiled again. Mrs Gaines felt it was not a pleasant smile to observe.
‘Moreover,’ added Sam, ‘I didn’t disclose all that I have gleaned from John Sainsby. The fact is, Mother dear, Peter Marlin might have bought those shares, but he’ll never make a penny out of the transaction.’
Mrs Gaines glanced up to her son, as he stood rocking with his hands behind his back, gazing up at the pale sun.
‘I don’t understand. If he owns the shares—’
Sam shook his head.
‘He owns them all right but — and it’s a very big but. All that legal nonsense I talked about the trustee having a duty to the trust is true, but there’s more to it than that. There’s another rule which says — a trustee cannot profit from the trust.’
‘But he’s not making a profit from the trust,’ puzzled Mrs Gaines. ‘From the shares in Amalgamated Industries, yes, but his shares are not trust shares.’
‘Mother dear, leave it to sonny boy. Of course they’re not trust shares. But where did he get the information which led to his deciding to buy up Noble and Harris? From the firm itself. In what capacity was he acting when he was given access to that information? The capacity of truste
e. How did he use the knowledge gained? To buy shares in Amalgamated Industries for the trust — and for himself. In short, Mother mine, he used information obtained while acting as trustee to reap a secret benefit for himself. And that is nothing more than breach of his fiduciary duty — which means he’ll have to account to us for every penny he gets!’
‘You mean,’ said Mrs Gaines slowly, ‘that if we made money on the shares, as he says we all will, we could demand that he pay his profits to us?’
‘Exactly.’
Mrs Gaines stared at her son. There had been times of late when she felt that he was growing away from her, when she felt she could no longer understand him. But she understood what she saw in his face at this moment.
Greed — and malice.
It was not a pretty combination. And it was there, in her son.
* * *
While they sat in the sunshine, taking their coffee and delicate biscuits, Sam was affability itself. Mrs Gaines noted with little satisfaction how even Peter Marlin gradually thawed under her son’s effervescent cheerfulness. On two occasions Peter Marlin made as though to take his leave, but each time Sam produced an excuse to detain him, offered him more coffee, cracked him a longwinded joke, asked him about a legal matter concerning the trust.
She was a little puzzled when she saw Sam glance surreptitiously at his watch. He seemed to be waiting for something — and deliberately detaining Peter Marlin.
‘By the way,’ Sam was saying, ‘I was talking to old Colonel Denby last week — you know, the chairman of the Library Committee. He said something about Shirley Walker leaving—’
‘Leaving the library?’ puzzled Mrs Gaines. ‘But why—’
She caught sight of Peter Marlin’s expression and could have bitten out her tongue. How foolish of her! Of course, it was rumoured that there had been something between Marlin and Miss Walker, and she understood the coroner had had some pretty pointed statements to make, too. It was none of her affair, of course, but if Shirley Walker was going it was the library which would be suffering the loss — and perhaps Peter Marlin.