Allison came back into the room a few minutes after eleven, followed by an outsized man with a large head of dark hair and wide shoulders. He turned his head as he walked, swinging his gaze around like a sledgehammer, taking in the whole room.
"Bill?" Allison said. "This is Jay Rainey."
He offered me one of his ample hands, and I found myself looking into a genial, unknowably handsome face.
Allison turned to me, eyes a little crazy, I thought, and said, "Bill's ready to look everything over."
"Great, great," said Jay. "The seller's attorney and the title guy will be here at eleven-thirty."
"I'll see what I can do. I'm not promising anything."
He nodded, somewhat casually, considering I was the one helping him, then excused himself to the bar. He was, I saw, at that point when a young man starts to become an older man. Perhaps a vigorous thirty-five, with a deep chest, not in the exaggerated way of bodybuilders, but as a natural example of superior proportion. Later I learned he forced himself to do three hundred push-ups each morning, less for fitness than as a daily test of will. As a bulwark against despair. He looked heavy— not fat but heavy, made of denser, more difficult stuff. You couldn't imagine knocking him over very easily. His strength came up from the ground in him, the kind of slow-mule power that is good for lifting and climbing and other activities— as Allison no doubt already knew.
"Tell me about yourself, Jay," I said when he returned.
"I'm basically a— well, I buy a little, sell a little." He smiled. "Nothing very big, just things as they come along. This is a good building. It's got a couple of tenants— small companies paying decent rents, it's got good systems and I think I can add a floor on the roof, add some kind of penthouse apartment."
A man can talk himself into anything, of course. "Three million, Allison said."
"Yes."
"You have a regular lawyer?"
Jay nodded. "I do, I do, but he's traveling and the seller insists on closing the deal tonight. Threatened to pull his offer."
"Has your lawyer seen the contract?"
"No."
"Couldn't the seller fax the contract to him?"
He nodded at the reasonableness of the question. "I asked his office if I could do that but my guy is in Asia, asleep, and by the time he wakes up, it'll be too late."
I hummed a small agreeable noise as if this explanation made perfect sense, although it didn't, for few lawyers involved in deals in Asia also handle small-time Manhattan real estate transfers— where three million dollars is, as I said, minuscule, and unless somebody had changed the time zones, it was now late morning in the Far East.
"What about the title search?" I asked. "You can't buy property without clear title."
"I ordered it myself. As I said, the title man should be here tonight."
"How about a survey?" I asked, meaning the official drawing of the property's lot lines and location.
"Got it."
"You had the building inspected?"
"Sure."
"You got a written report?"
He opened his briefcase and took out an engineer's report. I flipped through it. According to the write-up the building was lucky to be standing, and would be rubble the next time someone slammed a door. But that's the way they're always written on old buildings.
"So we need a contract, a title, some tax and transfer forms, and some money. Which brings up the question of how you're doing this. Is there a bank involved?"
"No."
"All cash?"
"No, it's a little creative, actually."
I waited, saying nothing.
"Four hundred thousand and a property swap," he said.
"Who is paying the four hundred?"
"They are."
Three million dollars minus four hundred thousand equaled Allison's thumb-suckable two-point-six million dollars.
"What's the other property?"
"Acreage on Long Island, way out, ninety miles out there on the North Fork, looking over Long Island Sound. Beautiful property. They're putting in vineyards and golf courses out there, you know."
I nodded. "I better look at the contract."
"Allison said you'd worry about the small stuff."
"Sure."
"You come in every day?" asked Jay.
"Just about."
"I guess you're retired?"
"I guess I am. Okay, so, Jay, I feel it's in your best interest if you know the following things." I looked straight into his eyes. "First, walking into a steakhouse at night is not a good way to find a lawyer. For all you know, I might not even be a lawyer. I am, but the point is I might not be. Second, you don't know anything about me. I haven't practiced law in a while, Jay. I've had a setback or two, okay? Also, I haven't maintained relations with any title company people, I don't know anyone in the city departments anymore, okay? I haven't been watching the little language changes, I don't know how the tax forms might've changed. I'm out of practice, is what I'm saying. What I'm telling you, Jay, is that I'm not competent to be your attorney for this transaction. If it were a little ranch house out on Long Island, I'm sure I could handle it. But this deal involves two big, valuable properties and a—"
"How much do you want?" Jay asked. He was stirring, moving his shoulders around.
"I'm not trying to drive the fee up, Jay." I stared at him. "I'm trying to be honest here."
His brow fell angrily. "Oh, bullshit."
"Excuse me?"
"I said this is bullshit."
"What do you mean?"
He lifted his hands, palms up. "Allison told me you managed some big real estate transactions, the sale of that bank building up on Forty-eighth Street. What was that, like three hundred million? With all sorts of complicated syndication of ownership?"
This was true, but I hadn't told Allison the first word about the deal, though it was easy enough to look it up on the Internet.
"Right?"
Allison had checked me out, I realized. "Well—"
"Well what? C'mon, I'm in a fucking jam here, Bill. And you're telling me you're not qualified?" He leaned forward. "Look, really, if it's about the money, I can pay you a good fee." He pulled a checkbook out of his suit pocket. "I'm putting money down, right here, for your services and you don't want it?"
I put my hands up to slow him down. "Let me ask you a couple of questions."
He sat back. "Shoot."
"Who owns the building you're buying?"
"Some Chilean wine company."
"Why did the deal drag out so long?"
"I don't know. They didn't offer enough at first."
"They're buying up empty acreage out on Long Island?"
"Sure, why not? It's beautiful oceanfront property." Jay grinned expansively. "God's not making any more of it. They're going to put it into vines."
"Plant grapes, you mean."
"Right."
"How did you arrive at the price?"
"I had a price in mind for the land. They found me, see. We dicked around, got the deal worked out."
"You didn't just want all the cash out from the property?"
"No."
"Why?"
"Aah, well. I thought this was better."
He thought I shouldn't know, in other words. "You could have taken all cash and you didn't? That's weird."
He bit his drink straw and said, "I wanted the building. It's in good shape. I'm walking away with four hundred thousand in cash, so life can't be too bad."
"Who negotiated for you?"
"I did."
"Ever do a deal this big?"
He stared at me. More straw action.
"Sounds to me like they're getting a nice break on the land value," I noted.
"Yeah," Jay said miserably. "In a hot market it's got to be worth four million, but it's going here for three."
"Why the low figure?"
He drew a deep slow breath.
"You really didn't have anybody negotiate this for you?
"
"Like I said, no."
I looked into his big handsome face. "Sounds like they're eating your liver."
"It's enough money," he sighed. "It's okay."
"You have a copy of the proposed contract I can look at?"
"No, actually. The seller's bringing it."
"So you do need a lawyer."
"I guess." He dipped his head forward. "I know this is unusual, Bill. You can just charge me extra, whatever seems right."
I wasn't really interested in a fee yet. But before I could tell him how risky it was to sign a contract he'd never seen, Allison walked into the Havana Room with two men in suits.
"Hi guys." She introduced the older man as Gerzon, the seller's attorney. He carried two briefcases, and was decorous and smooth as he shook my hand and introduced the second fellow as Barrett, from the title company. Title men in New York City don't do much except flip through city records, some of them going back three hundred years, to be sure there are no claims, liens, or encumbrances on the title, and that the chain of ownership is clear and unbroken. Most of the time it's straightforward, and the title man just collects his fee for the service and for title insurance.
Gerzon turned to Jay. "Where's your lawyer?"
He waved at me. "This is him."
Gerzon smiled at my wrinkled shirt, my subprofessional appearance. "Pardon me." He was one of those men who are detailed in their instructions to their tailors. But the suit was just the foundation of his vanity. His watch was unapologetically vulgar. The ring and the cuff links matched, and the shirt collar was heavily starched, the silk knot of his tie a confection of soft edges. His toupee was also very good— though they are never good enough.
Yet the inspection was mutual. "Where'd you work?" he asked.
"Private practice."
A cool nod. "I haven't heard of you."
"Big city. Many lawyers."
"I see."
I didn't want him to think he had an advantage. "So," I asked as we all sat down, "why are you selling your client's building in the back room of a steakhouse and not in a law office?"
"It's a time problem." He shrugged. "We're out of it." He looked at Jay. "I was told there would be a lawyer to assist Mr. Rainey. So we came here. We're being accommodating."
I looked at my watch. Twenty-five after eleven. "If you have to get this building sold by midnight, I'd say that Mr. Rainey is the one who's being accommodating."
Gerzon turned to Jay. "Should we discuss who is accommodating whom? I told you, midnight or no deal."
The title man, Barrett, professionally alert to lawyerly tones, interrupted. "Hey listen, if there's not going be a deal, then tell me now, because I could be—"
"It's all right," Jay said. "We're okay. Let's just be cool here." He looked at me, raised his eyebrows to tell me to relax. "There's a lot of expertise at the table. We'll hammer any problem out and get it done."
Gerzon produced copies of the contract and unfolded an oversized pair of tortoiseshell glasses. He seemed to be the kind of man who was acquainted with people everywhere, pointedly remembering the details of their lives, but who himself was genuinely known by almost no one, except perhaps by a former wife or the people who had sued him with righteousness. "What is it?" he asked, uneasy with my attention.
"Is real estate your primary practice?"
"Oh, no, no," said Gerzon. "I'm involved in a variety of endeavors." He smiled in such a way that I was to infer that the transaction at hand was a trifle, that larger matters awaited his attention, nine-digit wire transfers from foreign banks, dozens of important phone calls, imminent IPOs— a cyclone of gold and greatness.
Barrett handed around copies of the title report on the oceanfront land. Gerzon turned his attention to it, but I have seen hundreds of lawyers read thousands of documents and if they are reading, actually reading, even under pressurized circumstances, a stillness comes over them, the energies of their personality dropping onto the document at hand. Gerzon wasn't reading. His blink rate wasn't right. He was faking it, and this meant, I suspected, that he felt very good indeed about the deal.
"You have a card?" I said.
He looked up. "Yes, of course." He slipped one from out of a gold case and handed it to me. "You?"
"I don't have any new ones currently printed," I replied.
"Ah," he said, pointedly asking no more.
I fingered his card. It had two addresses, both telling. The first was on lower Fifth Avenue, where the old buildings are chopped up into small offices on the top floors, full of marginal businesses. Someone from out of town might think it was a prestigious address, but those in the city would know better. The second address specified one of Long Island's uncountable small office complexes. I've been to these places. The offices aren't particularly plush, all rent-a-painting decor and wall-to-wall carpeting. The secretaries are young, mean, and well compensated. The lawyers, usually local boys, some of whom have done stints in the city, prefer to handle cases that involve real estate transactions or estate work— generally simple procedures that guarantee a prompt fee. Eviction, tenant-complaint, pro bono work, constitutional defenses of immigrants and minorities, slip-and-fall work, etc., are strictly avoided. In this world the real estate men know the lawyers and the lawyers know the title people, who know the bankers, who are all known by the big-time contractors, who themselves maintain clear, constant, and affectionate relations with the politically appointed members of the county water authority as well as the elected members of the town board, who approve zoning changes and code exemptions. In sum, the second address on Gerzon's card conjured a long-settled, wealthy suburban civilization whose foremost institutions had achieved world-class standing in only certain areas of human endeavor: the luxury-car tune-up, the nerve-sparing removal of the prostate gland; the emergency resodding of a lawn. He probably lived there.
"So, gentlemen," I began, my voice slipping into tones I hadn't used in several years, "we have a deal value of three million dollars. It's a property swap, with four hundred thousand dollars going to Mr. Rainey. Because of the cash outlay, we'll call Mr. Gerzon the buyer and we'll call Mr. Rainey the seller."
"Fine," said Gerzon.
"Who is paying the recording fees, the transfer taxes, the Suffolk County surcharges, the title search, any back taxes owed on either property, and whatever else I haven't been told about?"
"We are," said Gerzon.
I leaned over to Jay. "You negotiated this?"
"It came out of the price, man."
"So there's nothing left to negotiate?"
Both men shook their heads.
I turned to Jay. "You don't need me."
"Yes he does," said Gerzon. "He needs to have legal representation so he can't come back and say the contract was no good, that he didn't understand it."
"And he finds some joker in the back of a steakhouse who happens to have a law degree and that's all right with you?" But then I thought of something. I pointed at the copies of the contract. "Jay, you realize you haven't yet signed these?"
"Not yet," Jay said. He was, I saw, one of those big men who need to keep moving, unable to rest upon the details of such things as contracts, which require stillness and attention. Apparently he knew this about himself, for something in his hopeful glance suggested he was delivering himself into my hands.
"You realize you can still negotiate the price, I mean."
"No he fucking can't!" said Gerzon.
"Of course he can. Nothing's signed here. There is no price. He can walk out of here, go to the movies."
The Havana Room Page 9