The Appearance of Impropriety

by Skye Michaels

  “What fucking rights. He has no rights. What’s to stop him from taking our money and then doing the same thing again?” Zack looked furious.

  “Think about it. Once we have a signed contract for the program, as well as a confession documented on tape, we can point out to him that if he doesn’t go away and stop all actions against Ms. Alvarez and her firm, we’ll file a criminal complaint against him. We will have not only the evidence from the e-mail archiver, but an actual confession. We won’t be delayed by the lawsuit in getting the new program out on the market. I think it would be a very good investment and possibly the only way to be done with Mr. Green permanently.”

  Zack still did not look satisfied with the idea. “I’d have to think about this before I’d agree. The thought of actually paying that bastard for rights to my own program pisses me off. If Tori wasn’t involved, I wouldn’t consider it at all.”

  “Zack, I don’t like it either, but I think Bob has a good idea. It could solve all of the problems at once. Remember, you were willing to settle with Green just the other day.”

  “I know, but buying my own program back from him…” Zack’s face was as dark as a thundercloud, and Grossman could see he was steaming. He needed Zack to think clearly about this plan and not make a judgment on emotion alone. Bad decisions were made when people were pissed off—when they were thinking with their emotions rather than their heads.

  “Guys, let’s all think about it. In any case, I think we should make use of Rachel while we have this golden opportunity. She has to meet with Green to get paid for today’s transmissions. That’s the ideal chance for her to wear a wire and get him on record.”

  Chapter Thirty-Eight

  Rachel was scared and uncomfortable. When Chuck Jackson had called her back into his office, the other two men had still been there, and they hadn’t looked friendly. Jackson had told her outright that if she didn’t cooperate with their plan to get Alex Green to admit his guilt, she would be going to jail. They explained that there was enough evidence on the e-mail archiver to have them both arrested. All they had to do was contact the State Attorney’s office and file a complaint.

  She had spent the afternoon worrying about going to jail. Since her permissions and login to the ZApp development environment had been disabled, she didn’t even have any work to do to occupy her mind. She just sat there and trembled. She was definitely not cut out for a life of crime. She knew what she had done was wrong, but she had been up against the foreclosure wall at the time, and it had seemed like a viable solution to her problems. She was sick to her stomach about it, and she didn’t know what to expect next. Would she be leaving here in handcuffs?

  When she agreed to call Alex Green and set up a meeting, Jackson had called in the head of the company’s security department. He had attached a recording device, or wire, to her chest. She was glad the sweater she was wearing was not as form fitting as some of her attire. The adhesive tape was itchy, and she hoped she didn’t give the plan away by scratching or something dumb like that. She didn’t know if she should be afraid of Alex Green. She wasn’t sure if he could be dangerous if he realized she was trying to trap him. While she had initially been attracted to him, she really didn’t know him that well, and she wasn’t sure what he was capable of.

  Talbot, Jackson, and Grossman had listened while she called Green and set up a meeting after work at the coffee shop to collect her money. She thought she sounded nervous, but they had seemed satisfied with her performance on the phone. She just hoped she would be able to pull it off in person.

  * * * *

  Rachel was sitting in an upholstered chair at the back of the coffee shop when Alex Green came into the store. He gave her a big, flirty smile, ordered a coffee, and sat down in a chair across from her. He handed her an envelope which she knew contained the payment for the transmission she had made last night. This was how they had handled the financial end of their business before. She was happy to see that there were no other patrons sitting close by. Hopefully, she would be able to get him talking.

  “Hey, Rach! How’s it going? Any problems last night?” He was just as handsome as he’d ever been, but she had to admit that he had lost a lot of the charm he’d had for her before. She didn’t know what she had seen in his posturing, overconfident demeanor.

  “No, but I don’t know if I’ll be able to help you out again for the same amount of money, Alex. It seems like security at the plant has been tightened up, and I don’t want to get in trouble. The money is not enough to make it worth my while.”

  “What do you mean? I’ve paid you very well so far. Are you asking for more money? If you are, I think you would be wise to reconsider…”

  “I’m not trying to hold you up for more money, Alex.” She tried to look nervous, which wasn’t a stretch at this point. “I’m just concerned. What you are asking me to do, e-mailing you the ZApp program and all, that’s illegal. There are some more program modifications that should be completed in a couple more days, but I don’t know if I can get them. I could get in a lot of trouble. I wouldn’t even consider trying, but my mortgage is behind again because Tomas didn’t send my child support again this month. I’m really feeling the pinch, you know? I guess I’m just nervous.”

  “You didn’t seem too worried about that when you sent the stuff out to me initially. Why are you worrying about it now? Has anyone said anything to you?”

  “No, but I think they are looking at my overtime and all. I don’t know. It’s scary there late at night with not too many people around, and when I know I’m doing something illegal, I just get antsy, I guess.”

  “Well, why don’t you look around, see if you can get the newest revisions, and we’ll make one last transfer. How does that sound? That will help with your financial problems.”

  “Okay, one last transmission of the ZApp program. How much are you going to pay me? I think I need at least a thousand dollars for this transmission, especially if this is the last time.”

  Green didn’t look happy, but he said, “All right. A grand, but this time only.” Green stood up to leave. “If we do any more business, it will be back to five hundred dollars per transmission. I’m not gonna be held up here.”

  Rachel let out a sigh and said, “Okay, Alex. A thousand for this time only.” She wanted him to think she was glad he had agreed to pay her more when, actually, she was just glad this meeting was over.

  After Green had pulled out of the parking lot, Rachel got up on unsteady legs and walked back to the Z-Tech building. She made her way to Chuck Jackson’s office where the head of security disconnected her wire. They listened to the recording.

  “Good job, Rachel.” Chuck Jackson looked pleased. “I’ll tell Mr. Talbot and Mr. Grossman that you held up your end of the bargain. We will do our best to keep you out of any criminal prosecution, but you may have to testify against Green if it comes to that. Why don’t you finish out the week just in case Green tries to get in touch with you here, or we need to contact him again for any reason. We will give you the opportunity to resign, and then I’ll have payroll send you your final paycheck and a severance package. I’m sure you understand that we wouldn’t feel comfortable having you working on the program after all of this.”

  “I understand. I’m sorry. I really am. I knew I wouldn’t be able to stay here after this. Thank you for letting me resign. It will look better on my resume. I just hope you won’t give me a bad reference. I need to support my kids.”

  “Of course not. I hope you won’t ever do something like this again. You were lucky that you were able to help us out this time. If not, it could have ended very differently.”

  Rachel was sad as she got up to leave Jackson’s office. She really had liked this job. If only she hadn’t been taken in by Green’s flattery and a little extra money.

  Chapter Thirty-Nine

  On Wednesday morning, Tori was sitting at her desk when Sharon brought in a large envelope that had been delivered by Federal Express and wa
s marked “Confidential.” She smiled up at Sharon and took the envelope, but her heart was in her throat. She could see that the envelope had the logo and return address of the Florida Bar Association.

  “Thanks, Sharon. Why don’t you leave for lunch early today, and don’t hurry back.”

  She could see that Sharon was confused but was willing to go along. For now. Tori was afraid she’d have some bad news for her when she got back from lunch. Tori carefully opened the envelope she was pretty sure would spell the end of her life as she currently knew it. Her hands were shaking. As she eased the papers out of the envelope her eye was caught by the “re” on the cover letter: In the Matter of The Florida Bar, Complainant, v. Victoria Rose Aldrich de Alvarez, Esq., Respondent—Notice of Referral to Grievance Committee.

  Well this was it. She never would have imagined that she would be in this position. She had always been so careful in her professional life, scrupulously abiding by all the rules and regulations. Tori carefully reviewed the contents of the envelope and put the date of the preliminary meeting and the hearing on her calendar. Outwardly she looked calm, but inwardly she was nauseous, and her stomach was jumping a mile a minute. She had never been so scared in her life. She was glad she had started to prepare for this eventuality. At least the opening of a disciplinary file with the Bar, the preliminary finding that she had violated the Rules of Professional Conduct, and that the matter had been referred to the Grievance Committee for further investigation and action, did not come as a complete shock. She had been gathering evidence and preparing her files for the scrutiny of the committee for weeks. She wondered how this had come to the attention of the Bar. Had Green made a formal complaint already? She wouldn’t put it past him to hedge his bets in case Z-Tech prevailed in the lawsuit against him as she was pretty sure they would.

  Tori picked up the phone and dialed Robert’s extension. “Well, the other shoe has dropped. I just got notice from the Bar that they’ve made a finding of probable cause and that the matter is being referred to the Grievance Committee.”

  “Tori, I’m so sorry. Let me know if I can be of any help behind the scenes. You know I’ll have to advise the committee that I have a conflict and disqualify myself.”

  “Thanks, Robert. I’ll need all the moral support and backup I can get. Do you think maybe I should make a formal Admission of Minor Misconduct and avoid a hearing?”

  “That’s certainly something to consider. You have fifteen days before they file a formal complaint. I’d hate to see you admit to guilt in a matter over which you had no control and personally did nothing wrong, but I’d also hate to see you go through the hearing process. It’s grueling, and they will be asking some uncomfortable questions.”

  “I’ll continue to prepare for the hearing, but I may take that option. We’ll talk later about how it might affect me as well as the firm.”

  * * * *

  A few blocks away, Zack and Chuck met at Grossman’s office on Wednesday morning to discuss the latest developments. Zack was tired and worried. He had not been able to get past the fact that all of Tori’s problems stemmed from his selfish actions. He knew he richly deserved the guilt he currently felt. It was an unfamiliar feeling. He had never been in a position like this before. He had always lived his life following a strict personal code of ethics. I put her in this situation. It’s all my damn fault, and I can’t justify any of it. And on top of it all, he missed her desperately and now knew that he loved her irrevocably. The conflicting feelings were ripping him apart.

  “Well, I’ve reviewed the recording of Rachel Dominguez’s meeting with Green and the evidence on the e-mail archiver, et cetera. I think we’re in a good position to have criminal charges filed against Green if we choose to go that route,” Grossman said. He frowned and looked at Zack. “Also, I’ve heard from a contact at the Bar Association that they have given Ms. Alvarez notice of their intention to refer this matter to the Grievance Committee. That is very unfortunate. If they sanction her, Green would be in a better position to pursue his malpractice suit against her firm.”

  Zack felt ill. He had been hoping that the matter would not be taken this far. He looked at Grossman, his face set in hard lines. “Is there anything we can do for her?” Tori was never far from his thoughts. Every time he thought about her, he remembered the last time they had made love and how rough he had been. Now there was this latest insult to injury. The memories were eating him alive. He wanted to be able to apologize to her for all of this, but he hadn’t been able to reach her on her cell phone since the day of the deposition. When he had tried to call her, she had disconnected the call immediately and shut off her phone. After that his calls had been blocked, and he had stopped trying to reach her. It was obvious to him that she never wanted to see or hear from him again, and it was killing him. He had finally found the right woman for him, and it had all gone to hell.

  “I’d like to pursue the idea I told you about yesterday. I’d like to have an attorney I know in Fort Lauderdale, John Malone, form a new entity and then approach Green about a sale of his program. The initial cost would be minimal, and then we would be in a position to move on this if Green takes the bait. I’ve spoken with John about this already, and he is willing to act as your front man and negotiate the deal. You will recall that’s how we got on to Green in the first place. He was trying to sell the program rather than releasing it himself. He may still be open to that scenario.”

  Chuck shook his head. “Zack, I know this goes against the grain, but it may be the best solution all the way around. I’d personally like nothing better than beating Green to a bloody pulp, but that’s not on the table. Taking the program back would be the next best thing. It would be couple of million well spent if it solved all of our problems. I know you’re hurting, my friend, and you look like hell. I wish there was something concrete I could do.”

  “Thanks for that. I haven’t been sleeping. I know what being a lawyer means to Tori. If it wasn’t for the horses, I think I’d have lost my mind by now. I can’t take feeling so helpless. Bob, go ahead and have your guy form the new entity and approach Green. I don’t care what it costs. I want to be in a position to move forward with negotiations if he bites.”

  Grossman continued. “We would have to leave it completely in Malone’s hands so Green wouldn’t get any inkling that Z-Tech is behind the purchase, or it would drive the price up, or he might not be willing to deal at all. Green would have to sign over any rights to the program including software licensing, royalties, and merchandising. He would have to drop the countersuit, and we could work in a provision that he would have to forego any future litigation including waiving any rights to file a lawsuit against Tori or her firm. I think it’s the way to go.”

  “I think you’re right. Bob, have your guy make the preliminary overtures to Green. If we leak the possibility of pending criminal charges through his new attorney, he’ll be on edge. He’ll start to feel boxed in. Then we can make a low-ball offer due to the pending civil litigation, and see if he goes for it and negotiate from there. If he does, we can make a final decision about whether to proceed or not then.”

  Chapter Forty

  John Malone and Bob Grossman had been friends and golfing buddies since law school. Malone, a tall, thin, and slightly balding man, was the senior partner of a small boutique law firm located on Las Olas Boulevard in Fort Lauderdale. While the two men couldn’t be more different physically, they shared the same bulldog personality when it came to pursuing their legal careers.

  “Mr. Green, I’m contacting you on behalf of a consortium of clients who are interested in purchasing the rights to your new mobile app. Would you be interested in entertaining an offer?”

  “I might be, if the offer is substantial.” Malone could hear the eager greed in Green’s voice although he tried to hide it behind indifference. This wasn’t Malone’s first rodeo, and he could negotiate with the best of them.

  “My clients are prepared to make a substantial offer
if we can come to terms. They would want any and all rights to the program, including licensing fees, royalties, merchandising rights, litigation rights—the whole package. I understand you are currently embroiled in a lawsuit over the program with Z-Tech. What is the status of that suit? I would need the full complement of due diligence on all matters of that nature.”

  “They don’t have a leg to stand on. I’ve filed a countersuit that I have every confidence in.”

  “Well, that would have to be cleaned up before my clients would agree to fund the closing.” Malone knew he had to stand firm on that point, and he couldn’t appear too eager or Green might catch the scent.

  Malone could hear the hesitation in Green’s voice. “I’m sure something can be worked out on that. I wouldn’t let it stop me from going to contract.”

  I’m sure you wouldn’t, you little slime ball. Grossman had fully briefed him on all aspects of the pending litigation as well as Tori Alvarez’s conflict of interest problem with the Bar Grievance Committee. He’d told Grossman that he would do everything he could to wrap that up in the negotiations on the program. “My clients will want binding assurances that there are no pending litigation matters that might jump up to bite them later. You would need to make representations and warranties that would survive the closing of the transaction. Can you do that?”

  “Absolutely.”

  * * * *

  Alex Green heaved a sigh of relief when he hung up the phone. His new attorney, Carlos Zacarra, had told him that Bob Grossman had intimated that Z-Tech was about ready to go to the State Attorney to file criminal charges and that they had new evidence against him. He didn’t know what that new evidence could be, but he would like nothing better than to get the hell out of Dodge with a big payoff before that happened. He was willing to disappear if necessary. Talbot would be furious, and he could sue these new guys all he wanted, reps and warranties be damned. He could hear the waves breaking on the Hawaiian shore. He was ready to grab his board and bolt.