“True. You have treated me badly. But, I don’t accept your apology.”
“What do you want? You want me to grovel? I’ll grovel if that’s what it’ll take.”
“I don’t want anything from you. There’s nothing you can do for me after all you’ve done to me. Go home. The police will be watching. They’ll come with a search warrant if they haven’t already been there.”
“Please, Schex, just find the money. Or, at least, get me a lawyer who can help.”
Try as I might to suppress it, there was something still there, some feeling left beneath all the hatred and rage. There was no pain in seeing her suffer, but there wasn’t the pleasure I had expected.
I walked over to the table, flung the dishtowel into the sink, and ushered her out the kitchen door to the driveway.
As she exited, she brushed past me, putting her hand on my arm and stroking it. “I would be so grateful. So grateful, you understand.” She leaned up and kissed me on the cheek.
She was still a damn attractive woman.
I didn’t want to think of her in that way, but I couldn’t help it.
Chapter 18
When I was working at the law firm, there was always someone around to bounce ideas off of. Even during my short time at Old Parish Mortgage, Hubbard Estes – as useless as he seemed – could be counted on to pontificate from time to time. Some of his advice, occasionally, was marginally useful.
To whom could I talk now about this mess? Despite knowing Taylor as well as I did, and despite being the victim of her lies and deceptions, I still couldn’t believe that she had murdered G.G. And, whether she had or not, she needed a top rate lawyer, and that was going to cost a bundle. What was G.G. doing with all the cash anyway? Why did Taylor seem to know only about $1.6 million? Or did she know about it all and was testing me? Whose cash was it, really? G.G.’s? The corporation’s? Someone else’s?
That’s why, late Thursday morning, I pulled into the visitor’s parking lot at the LSU Law School. It was a portal to my previous life, when I was a student with nothing more pressing than the next class, the next exam, and the next party.
Summer school was in session, but morning classes had ended. Students were scattered in the library or talking quietly in empty classrooms, keeping out of the summer’s torrid heat.
I took the elevator to the top floor and went to the end of the hall, to the “Emeriti Warren,” where the law school provided a group of small offices for retired faculty to linger. I was seeking Professor Artemis Calandro.
I knew he was in from the tobacco smoke that wafted into the hall. Although the law school’s official policy was “No Smoking,” no one dared enforce the rule for Calandro.
“Come in, come in. Await not!” His voice was as strong as ever.
He was sitting behind a desk covered with open books and stacks of paper, looking much the same as he had when he taught me five years earlier: Thick gray hair in a crew-cut. Heavy gray mustache. For more than four decades students had referred to Calandro as “The Red Knight,” a reference to both his formerly red hair and to his legendary verbal jousts in the classroom, where he would thrust barbed witticisms at hapless students who had failed to master the material to his level of satisfaction.
Half-smoked cigarettes were piled in ashtrays. Bound legal works lined the walls, including at least three dozen volumes he had written. Other books were jammed against the ceiling and threatened to spill off the shelves. An insulation of words and pages.
I told him that I appreciated his making time to see me.
“Time, my boy? A possession which many aspire to have and which most waste.
You’ve taken time to come to . . .” he gestured around the room, “my scholar’s hovel.”
He lit a cigarette and exhaled a cascade of smoke. “And your time is filled with . . . what?”
“Mostly civil cases. Some transactional work.”
Calandro narrowed his eyes and looked over the top of his glasses, just the way he used to in class. “And you’re here, my boy, because . . . ?”
“I’ve often thought about the classes I had with you. Evidence, civil procedure, contracts, corporate law.”
Calandro tilted his head to one side; the cigarette dangled down.
“And I’ve often meant to come by and thank you.”
Calandro sat forward in his chair, crossed his arms, and rested his elbows on the open books. “Come, come, Mr. Schexnaydre, I’m retired, not retarded. Fine record. Good student. I remember you. Went to a big law firm, as I recall. And then, as far as I can tell, you dropped out of sight.”
Calandro took off his glasses and spun them in his left hand. “Surely you didn’t show up just to thank me. Usually, when former students call, particularly when they’ve not been in touch with me since graduation, they want free advice. They want this fount of wisdom to shower them with solutions to problems that confound their limited intellect.”
Limited intellect! I had been on the Law Review. Top 10% of the class. But, I held my tongue and plunged ahead. “Well, actually, this involves a corporate issue.”
Calandro leaned back in his chair. “An interesting and completely vague formulation. Does the corporation have a problem? Is it an issue involving corporate law?”
Calandro closed his eyes. “Am I to guess the question that you have, or are you able to articulate it with at least some modicum of exactitude? Mr. Schexnaydre, how could you have emerged from my courses, with the grades I gave you, incapable of extricating the crucial legal issue from a morass of facts?” He leaned back once more and closed his eyes again.
“OK.” I was going to be as succinct as possible. He was playing with me and I didn’t like it, but he was the one man I knew who might be able to help. “Corporate assets are partially in cash. The principal shareholder is dead. The corporate president is charged with a crime, possibly in connection with corporate activities. And the president wants to use the corporate assets to finance her defense.”
“Do I hear a query? A possible hypothet?”
I had to put up with this in law school; I didn’t have to do it now. “Professor, I
came here to ask for your advice. You just want to spar. I don’t have the time or patience for that.”
I headed for the door.
“Sit down, Mr. Schexnaydre. There is something in your situation that may spark a glimmer of interest for me.”
I paused, still standing in the doorway.
“I get it. I understand, Mr. Schexnaydre. You have an issue with a conflict of interest and privilege, don’t you? You’re worried that if the corporate assets are used to defend the president, then other shareholders might complain, perhaps because the president shouldn’t be defended. Or maybe there isn’t a proper indemnity clause in the corporate documents. Or maybe there are other stakeholders who must be considered before the assets are spent. Do I have that right?” Oh, he had it exactly right.
“Now, I take it you had dealings with the now-deceased principal shareholder. I can see from your expression that I’m on track. So, your next issue must be the privileged and confidential communications he . . . it is a he, correct? Good. The confidential communications he gave you. The attorney-client privilege doesn’t have to cease with death, so the fact that you mentioned he was dead means that he told you something about assets that you’re reluctant to reveal to the corporation. And that must mean that you don’t know who owns the assets he talked to you about.”
I sat down, astonished. I had given him a couple of sentences outlining the barest minimum of the situation, and he had extricated the precise details of my problem.
Calandro, forgetting the half-smoked cigarette he had placed in the ashtray a few minutes earlier, lit another one. “So we have four questions. First, the presence of a privilege and whose privilege it is. Second, the waiver of a privilege and who can waive it, if anyone. Third, the use of funds, which may or may not be the corporation’s, and which, fourth, may or may not be in
extricably interrelated with the existence or waiver of the privilege.”
Not only did he identify all the issues head on, he was able to come up with four specific questions that had to be addressed.
But, rather than answering him directly, I tried to pose the issue I had been mulling over. “Professor, the problem is . . . well, assume the money, or at least a part of it, belongs to the corporation. If I give it to the current president, assume she’ll use it for the defense of the criminal case, and . . .”
Calandro held up his hand. “Don’t tell me anymore. We don’t have an attorney- client privilege. Anything you tell me could be discoverable.”
Calandro set his just-lit cigarette down on the edge of his desk, reached into a drawer, pulled out a bottle of Pinch, and poured a hefty amount of the scotch into a cafeteria glass. “Want some, Mr. Schexnaydre? No? Too bad. Nothing like being retired to take the worry out of having a drink before lunch.”
He took a sip and then picked up the cigarette again. “Of course, anything I speculate about will merely be my mental perambulations. If – and, of course, I am only speaking hypothetically – if I were to speculate randomly, I might speculate that an attorney who represents a corporation owes his duty to the entity, not to any particular person. And if I followed that path – that hypothetical trail, which of course I wouldn’t do – I might speculate that since one always must act in the best interests of the corporation, one must always presume that the corporation and its officers are acting properly, unless one knows otherwise or suspects to the contrary with a reasonable degree of certainty. I might even speculate that a corporate officer, charged with a crime – a crime that, of course, is not against the corporation – is entitled as a matter of implied right to indemnity by that entity.”
“Great,” I interjected. This was the kind of information and clarity of thought I needed right now, but it turned out I had interrupted him. He signaled me to be silent.
“Mr. Schexnaydre, it’s only hypothetical speculation, in which it would be improper to engage. On the other hand, such hypothetical results may not be appropriate. After all, one might speculate that the best interest of the entity is not furthered in defending corporate officials but in preserving the assets for the use of either the shareholders upon liquidation, or for the use of corporate creditors or other stakeholders.
And, if that was the case . . .”
I had thought that the Red Knight had provided useful information, but here he was taking both sides of the issue, and making each side seem completely plausible.
“. . . if that was the case, corporate assets, one might speculate, should not be squandered in a proceeding that does not directly aid the corporation. Indeed, one might question what right an officer has to demand indemnity in the absence of an express clause to that effect in the corporate articles or by-laws. After all, it is the entity that one should protect, not the individual.”
Calandro picked up a book from the shelf, leaned back in his chair, and put his feet on the desk. It was a signal that our meeting was coming to an end.
“Of course,” Calandro added, pointing at me with his cigarette, “all this assumes that the funds are the corporation’s.”
The Red Knight had ridden again. There were two answers, entirely opposite, that he could explain and defend with equal vigor. Whichever one you chose, he’d attack. There was no single answer. There was no simple solution.
“I think I’ve speculated enough.” It was a statement of finality from the Red Knight. Class dismissed. “It’s probably time you spent some hours in speculation yourself. The most interesting answers, as you know, are those one comes to on one’s own.”
I reached out to shake his hand, but he was already immersed in a book. So, I simply left, leaving the door half ajar as I exited. “Thanks,” I said, and then I added, murmuring under my breath to myself, “. . . as if that really helped.”
I was surprised to hear Calandro’s piercing bass voice booming after me. “I’m retired, Mr. Schexnaydre, not deaf. Thanking me is appropriate. Thinking for yourself would be even more appropriate.”
Chapter 19
Professor Calandro hadn’t answered any questions, but he had clarified the issues, so by the time Taylor reappeared at my house that afternoon, I was ready. I had arrived at a new plan and had already started executing it.
We headed to the conference table in the living room. It was the hottest part of the afternoon, and the temperature and humidity had both hit ninety-five. My aging central air conditioning unit struggled. A barely adequate flow of cool air wheezed through the ceiling vents.
Taylor sat straight-backed in the chair in a ruffled white silk blouse and bright pink slacks that clung to the slim figure of which she was so proud.
No pleasantries. She came right to the point. “Come on, Schex. I’m here. You’ve had your time for thought. Where’s my money?”
“First, assuming that there is any money, it’s not ‘yours.’ That’s for certain. Even you told me that it belonged to the corporation.”
“So, you do know where it is. Don’t give me any legal shit. I am the corporation!
G.G.’s dead. He and I were the only shareholders. Give me the damn money.”
“Demands? While asking me for help? You’ve got it all wrong, Taylor. If you want my assistance, you’ll be polite. And, you’ll do exactly what I tell you to do.” I could tell that she was taken aback. Good.
“The first thing I’ll need are all the corporate documents. The articles. The by- laws. The minute book. The stock register.”
“Why?” She feigned meekness, but there was a steely harshness in her eyes.
“You’ve told me that all the papers were in the den at your house. You said you went through the corporate books after you heard the checks had bounced. You said the books were in order. Well, now I’ve got to see if they are. Until then, I can’t tell you anything or do anything for you. And only after I’m satisfied will I think about helping you.”
Taylor smiled bitterly. “Lawyer shit talk! You have be ‘satisfied’ before you can ‘think about’ helping? Well, life isn’t thinking. Life is acting. Doing what’s needed when it’s needed. I don’t need someone to read a lot of legal mumbo paperwork. I need someone to defend me. Someone to stand up for me in court. Someone to get my money back. Someone to protect my rights in Camellia Industries – it’s worth a hell of a lot, and I’ll not have it taken away from me without a fight. So, thanks for ‘thinking’ about helping, but that’s not enough. It’s not near enough. I need action.”
I didn’t get angry. I didn’t respond immediately. I simply sat there, holding her gaze. At last she shifted her weight, and then, when I knew the silence had become uncomfortable for her, I said, very calmly, “Do you want to hear what I’ve done this afternoon or not?”
Taylor crossed her arms in front of her breasts. “Well?”
“I’ve already talked to Lolleana Marston about taking your case.”
“You spoke to Lolly?”
“Yes.”
“Lolly seemed a flake in college, always off on some left-wing liberal cause.”
“She’s not a three-button suit, I grant you that. But, given your case, I think it’s to your advantage in court to have a woman defend you. And Lolly is one of the best around of either gender.”
“So she’ll take my case?”
“She will, if . . .”
“If what?”
“If she gets her fee up front. Non-refundable.”
“Her fee? How much?”
“$775,000.”
Taylor rocketed out of her chair and stamped her heels. “Three-quarters of a mil? Non-refundable! What the fuck is that? That’s almost half of all the money that was in the accounts. What does she want to do? Get rich at my expense? Even Catch was never able to get a fee like that up front.”
“Catch didn’t have to defend someone whom the state might try to send to the electric chair.”
Taylor�
��s eyes narrowed. “What’s this about the electric chair? The charge is second degree, that’s what you said. That’s what the judge said. And I didn’t do it. I sure as hell wanted to kill him, but I didn’t.”
“Don’t tell me. I’ve told you, I don’t want to know. No client confidences. I’m not defending you. No waiver of any potential privilege. You’ll have a privilege with Lolly, not me. Lolly thinks . . . now hear me out . . . Lolly thinks the D.A. is going to upgrade the charge and then try to get you to bargain back down to second degree. She already knew about the case when I called her. She has sources everywhere. She thinks they may have some additional evidence. You’ll have to ask her. After you pay her fee.”
“But $775,000?”
“Given what you’re looking at, I think seven-seventy-five is reasonable. She’s doing this as a favor. To me. To you. Believe me, it’s a bargain, three-quarters of a million dollars versus the chair or life in prison.”
“What kind of bargain is that? G.G. took $1.6 million, maybe more, and I don’t know where it is, although obviously you do. Lolly gets hundreds of thousands. Where does that leave me? I can’t live on what’s left for the rest of my life.”
Taylor was now pacing the room, seething. “This is moving me backward financially, not forward. And I’ve got to keep moving in the right direction, Schex. So where’s the money G.G. stole from me?”
“Money belonging to Camellia Industries?”
“I MEAN THE GODDAM MONEY THAT’S MINE!” She was in a rage.
It felt good, after all these years, for me to be the one who was finally in control. “If I’m sure it belongs to the corporation, you can have it,” I said, calmly. Just have to slowly extend the filament and let the fish circle the bait. I had unspooled my reel precisely as planned.
She took a deep breath and tried to regain her composure. She lowered her voice, but the urgency and anger were still there. “Well, I’m telling you. Without me, there won’t be a corporation. Without me, the permits may not be renewed. Without me, it will all fall apart next week at the injunction hearing. The plant’s already shuttered because of that temporary restraining order. If I can’t get it up and started, if I can’t beat the injunction, if the State won’t do what G.G. said it was going to do, Camellia Industries won’t be worth squat. Someone’s got to be in court for the injunction, someone besides the plaintiffs and the State. Someone has got to file some papers, some briefs, some legal shit on my behalf. Hell, I’ll do it myself if I have to, but Camellia Industries has to be protected. It’s all I have now.”
Cashed Out Page 5