The Manganese Dilemma

by Ian Miller

  He had to do something, but what? Probably write off his deposits. That would hurt, but nowhere nearly as much as going through with this deal. He also needed to do something to whoever was shafting him. That was something that he had to do. That still left open the question of what? And to whom? Whatever he was going to do, he would need access to money. Lots of money. And there was no time better than now to start on that.

  * * *

  The following morning, they reconvened. Both Hooper and McKenzie looked as if they had not slept much the previous night, and Justin suspected they had spent much of their time before the meeting on the blame game. Burrowes had suggested that he also be present, working in the background. Neither Justin nor Janice could see a reason for him not to be there, especially when he had produced such a surprising amount of information about Seafarth. Svetlana was also in the background, more or less self-invited, although what she was doing was unclear.

  "Right, the position as I see it, goes something like this," Justin started. "First, you have formed a joint venture with Seafarth, in return for some initial capital from Seafarth and an undertaking that Seafarth carry out all legal work. You also get the benefit of Seafarth's name and reputation. As a consequence, Seafarth has entered into an agreement with Super Dynamics Corporation to manufacture the torpedo. The Defense contracts will be worth billions, assuming the device works. The problem is, from now on you guys have to match Seafarth's money –"

  "Yes, but they're not doing anything –" McKenzie started.

  "Maybe not, but you signed the contract, so you accepted that as a fact quite early on."

  "Yes, but they misrepresented –"

  "And eventually that might be a useful line of attack," Justin said, "but first, what have you given this Seafarth?"

  "The results of the DARPA report," McKenzie said, his eyes showing signs of hope. "That gave the performance data, but the details of the prototype were, well . . ."

  "Rather sparse?"

  "That's one way of putting it."

  "Good. One of the interesting things about the SDC agreement is that it requires performance, and if Seafarth cannot reproduce that, they are more in trouble than you are."

  "You say, more?"

  "There's no way of knowing how this will fall out," Justin admitted, "but on my reading, this Seafarth crew seemed to want to keep you in the background, so your signature does not occur on the agreement with SDC."

  "So?"

  "So SDC can't go after you directly. They have to go for Seafarth for specific performance."

  "I don't understand," McKenzie said.

  "It goes like this," Justin said. "First, the overall scenario. From Seafarth's point of view, their approach will go like this. If they can produce this torpedo and the Defense Department agrees it is worth taking up, the joint venture scores up to six hundred million dollars, which they share equally with each of you two. If they can shake you two out first, they make the whole six hundred million themselves."

  "I guess four hundred million dollars is a sum worth fighting for," McKenzie agreed.

  "Exactly, but if they cannot make it work, they get nothing, and might face the penalty clause for misrepresentation."

  "And before you get too excited," Janice added, "the misrepresentation is that the prototype worked and they could reproduce that."

  "It did work," McKenzie protested.

  "Yes, but could they do it again without your being there?"

  "I suppose, if they had our plans," a deflated McKenzie said.

  "Have they got them?"

  "Not as far as I know. They should be at home."

  "Should be?"

  "I haven't checked lately," McKenzie admitted.

  "They're in my safe," Hooper said. He seemed to be happy that he was still relevant.

  "That's good if it's true, and in any case, if you've been burgled, there isn't much we can do about that, so the next step is to go and get them," Justin said. "I've talked to Mr Rutherford, and he agrees. You should take Douglas Cameron with you and show him where they are."

  Hooper frowned. "Why?"

  "So we can bring them around here and examine them," Janice said.

  "You don't need to do that," Hooper countered. It was obvious he did not want to release his precious documents.

  "They'll be secure here," Justin said.

  "Are you more secure than we are?" Hooper asked, after looking around the office. It was clear he not think so, and if one looked around the room, the only "secure" place seemed to be two filing cabinets and a not very substantial safe.

  "I think we can manage it," Burrowes offered from the background.

  "Also, we don't have any agreements with you," Hooper protested. "You could run off and be no better than Seafarth."

  "Please yourself," Janice said. "We have what we think is adequate security, but you don't have to use us. As for confidentiality agreements, here are copies of our standard agreement."

  "Suppose we sign," Hooper said, "will that lead to a solution to our cash problem?"

  "The agreement prevents either party from using any information gained from the other," Janice said. She was somewhat disappointed. If Hooper was the business half of the duo, he was not pulling his weight. "It does not compel either party to go any further. If you don't like what we come up with, you can walk and do what you like with your technology. It remains yours."

  Hooper looked doubtful.

  "The alternative," Janice said, "is you could walk out the door now."

  "What you are seeing," Burrowes said, "is another example of the Golden Rule."

  "The Banker's Golden Rule," Svetlana added from the background.

  "The Golden Rule?" Hooper looked puzzled.

  "The one with the gold rules," Burrowes explained. "What Janice has offered is a take it or leave it offer. You will have the proper legal protection, and you can take the agreement to a lawyer if you like, but the money-men won't go any further until they see you have the plans, and hence something to bargain with. Call it collateral."

  "All right," Hooper grouched, "but at the risk of repeating myself, are you capable of solving our financial problem?"

  "Yes, I believe we can, but we still have to check out whether we want to spend that amount of money."

  "And your security? How do I know it's adequate?"

  "I'll show you around before you leave. You can inspect it."

  "One more question," McKenzie said. "Do you know who this Seafarth lot are?"

  "I was wondering when you would get around to asking that," Justin said with a very broad smile. "Those two over there who you didn't want to be here yesterday tracked them down. It's a shelf company owned by Irving Goldfinch."

  "Who's he?"

  "Hard to answer that," Janice offered. "He owns a Wall Street banking house, but from your point of view, perhaps the best part is Goldfinch is a financier that has made his riches by scamming the weak, more or less what he's doing to you. He also did it to a relation of the guy who might back you up, which may well help you because this man wants to see Goldfinch brought to heel."

  "Is it possible?"

  "No promises, but it's plausible."

  "Yes, but we've got until two this afternoon to –"

  "What you will do is stall. Here is a legal letter you can hand over. Basically, it questions the requirement to do so today, it asserts that you will honour your legal obligations, but there are certain points about the agreement with Seafarth that have to be examined, in particular relating to the fiduciary obligations towards their partners, that is, you two, when they represented the joint venture. It mentions some Supreme Court judgments, which means that Seafarth won't be able to scoff and dismiss your argument. My guess is they'll take it away and think about it, and that'll buy us some time. Maybe not as much as you'd like, but some time."

  "This fiduciary stuff . . .?" McKenzie started, and did not seem to know how to continue. Hooper scowled in the background.

  "Yes?
" Justin asked.

  "Will it do us any good? Will it . . .?"

  "As I said, it buys time," Justin said. "It also lays the first stage for some later argument, but the important thing is, unless Goldfinch gives a reasoned response, courts will assume he is ignoring the cited judgments, and that makes courts take a poor view of him. What happens next can't be guessed until we get Goldfinch's response."

  "And in the meantime?"

  "You will get the documents for Mr Cameron, then I suggest you lie low."

  Neither Hooper nor McKenzie seemed to be overly enthused at this, but a casual glance at the clock showed they really had very little option.

  * * *

  When Svetlana returned to the office, Rutherford asked her where she had been. She explained she had been helping Burrowes with the assistance to the two torpedo developers.

  "So young Burrowes needs his hand held, does he?" Rutherford said, with a broad smile across his face. He obviously thought there was more to their relationship.

  "I was given the task of assisting him," Svetlana replied, perhaps a little primly, "so I thought I should be there with him." She saw Dennis staring at her. "It also means I don't have to listen to Dennis' comments when I'm somewhere else," she added sweetly.

  Dennis quickly lowered his eyes and began studying files. He knew Svetlana was teasing him, but he was also only too well aware he did not need attention drawn to him. There was more. He noted the word torpedo. He had seen a file labelled 'Seafarth', and since that was related to Goldfinch he was beginning to wonder whether that was relevant.

  When Rutherford had left and Svetlana had sat down, Dennis said to her, "That was a bit cruel."

  "Come come, Dennis. Surely you can take it."

  "In this country, unlike in Russia, we don't run off telling tales to the boss."

  "I don't recall running off."

  "No, it was quite in the open. Unkind, to say the least."

  "I'm sorry," Svetlana said. "Maybe it was an unnecessary jibe."

  "Forgiven," Dennis said. "Contrary to what you think, I can take it, and I guess since you are dishing it out, you've graduated."

  "Graduated?" Svetlana was puzzled.

  "You are one of us, now," Dennis said brightly. He paused, then said, "Were you out there on a matter relating to Irving?"

  "What makes you think that?" Svetlana challenged.

  "Oh, I heard the word 'torpedo', so I thought it might have something to do with that dummy company of Goldfinch's."

  "Dummy company?"

  "Seafarth, or something."

  Svetlana paused, then said, "How do you know about that?"

  "It's one of the companies in this heap of files the boss's given me."

  "Oh."

  At this point Dennis knew. "Look," he said, "if it's none of my business, say so, but I am supposed to be working on what's in these files, and if we're both on the same case, it might help if we worked together."

  "O.K.," Svetlana said. "So far there's nothing significant there, but if there is, I'll let you know."

  "Good enough," Dennis said. "I guess we've both got things to do, so I at least I'm going to resume doing them."

  Svetlana gave him an odd look, but she did not care too much. The chances of her helping Dennis were not good, but there was no need to start open warfare. And just possibly Dennis could be useful. Who knew? Perhaps she should cultivate him a little.

  Chapter 21

  Irving Goldfinch had no idea what he should do next. In his hand he had a piece of paper that said that the wretched Lamont and Ellison were taking up the case of Hooper and McKenzie, and were planning on requiring Seafarth to carry out specific performance relating to the prototype. That would not be a problem, in the normal course of events, because he had seen those two do it, at least sufficiently well to convince the DARPA representatives they had something.

  His problem was the agreement he had with them. One of his underlings had been too aggressive and while those two were running out of money, the underlings had forgotten to secure the technology documents. They had also failed to notice any connection to Lamont, which would have been important to know then.

  He paused. Maybe he was being too harsh on them. Maybe they missed the connection to Lamont because as of then, there was no such connection. In which case, they should have searched to make sure there was no other possibility of finance, and kept a watch on Hooper and McKenzie. At the very least, plant bugs. They were lazy, those so-called financial wizards that worked for him. Wizards? What a joke. They were barely covering their salaries and the bonuses they expected. Maybe no bonuses would alert them to the problems he faced.

  But back to the present problem. Yes, he had slipped. He should have taken the opportunity to leverage it out of them when they were down. Yes, maybe it was partly his fault, but his reasoning at the time was that McKenzie's attitude was more likely to have been to burn the technology and let Goldfinch sweat. Which led to the current problem. If pressed, and if those two decided to down tools, he could have trouble. There was also the question of this fiduciary duties issue. That meant some sort of lawyer was backing them up. He would have to respond, relying on the terms of the contract. No, better, he should get his lawyer to respond. That would put that issue to one side, but there was the greater issue: what next?

  Could Lamont and Ellison see them through? Probably not. Would it make any sense for them to try? Most definitely not. So, the way ahead was clear, if it were just Lamont and Ellison. He should ignore them and demand performance from Hooper and McKenzie. However, almost certainly it was not just Lamont and Ellison. They were merely fronts. It appeared someone was backing them, and it was probably the man who had taken to Middleton's associates when they were going to shake Lamont down. No, that was not entirely right. He probably did not give a toss about the two Jays. He was after him, Irving Goldfinch. Why? What had he done to whoever it was? Just because whoever it was had lost money, so what? He should accept it and move on, like any other loser.

  But back to Hooper and McKenzie. The simplest option would be to get back to them and put up some more money for their side of the deal provided they handed over the technology. There was still room to screw them later, and at this stage, he would be mainly spending money to get the torpedo built, which he would have to spend anyway. The problem was, they, or the Jays, apparently had a good lawyer and he had no idea who the lawyer was. That made the next part rather difficult because he could not judge the lawyer's next move. Most lawyers followed a pattern and you could predict their future moves based on their past, but this person was unknown. Worse than that, the letter was surprisingly light on threats. The lawyers that did not threaten were either so incompetent it did not occur to them, or they were highly competent and did not need to bluff.

  The next best alternative related to the second document he had received that morning. It was a plan of Lamont and Ellison's offices, with the location of the security devices, and how to turn them off. There was also a map of what appeared to be little better than a junk room, a room filled with furniture from previous tenants who had left it there when they left. Most interesting was a description of what was there, in diagrammatic form, and there was a little X. Presumably marking "the spot". What was he supposed to do with that? And where did this piece of paper come from?

  It was an invitation to burgle the place, obviously. The question was, why would anyone give this information? Was it a trap for him?

  The answer to that was, probably, but suppose a burglar was hired for the job, and the burglar did not know who hired him? The burglar would be warned, and offered, say, fifty thousand dollars for doing the job.

  Goldfinch stared at the desktop. This did not feel right. The hiring of a burglar was illegal. Goldfinch had done many things in the financial market that could be considered to be borderline illegal, and definitely immoral, but he always knew what he was doing. This was going into unknown territory, and worse, territory where he knew he did n
ot belong.

  What could go wrong? The most obvious thing was that the burglar would prefer to inform the cops of his involvement. That could be avoided if the burglar never saw him. The next problem would arise relating to how he got the documents; if they were stolen and afterwards he came up with them, then presumably he was the thief. Not necessarily. His men could catch the thief, or he could even buy them from the thief. The thief could offer them on some black market, and he could buy them. It would cost, but that would be the thief's performance pay, so it did not cost any more than the theft. The last thing that could go wrong would be if the burglar turned in whoever contacted him. Or even worse, if he got an underling to do that, the underling could turn him in. The problem was, he could not trust anyone. The average criminal was hardly likely to fear retribution from him, so they would turn on him . . .

  Maybe that was the answer. While he knew nobody was going to be afraid of him he did know someone who could hire someone for such a job. Anyone who even thought of ratting on him would die very slowly, very violently, and in continual pain. Whether he would do such a job for Goldfinch was another matter, but did it hurt to ask?

  * * *

  Sammy was deeply suspicious of this job. He had been given the job of breaking into the offices of these bankers, and of stealing one set of documents. He had their titles on a sheet of paper, and he had a plan of the burglar alarms, etc., and the keywords to deactivate them. Why would anyone give him these? If you had these, why not do it yourself? There had to be something wrong. Still, he was there, and he was promised fifty thousand dollars to get these documents. He shone his torch at the door, and placed in the key he had been given. It was obviously a copied key, so would it work? It did. He quickly moved to the keypad on the left, and keyed in the magic numbers. The alarm deactivated.

  Everything was going as it should. This made no sense at all, still, he noted the laser light and avoided that, then he deactivated the next alarm, then he moved towards the office. Again, he deactivated the motion detector on the stairs, then up to the storage office. This plan of the bankers was a good plan, he acknowledged, because no burglar would expect to find the goodies in the trash room, and even if he picked it, it could take hours to find anything there. But he knew precisely where to look.