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Meredith’s statement left Ben aghast.
“Do you mean to say that you can sell up to one of the shareholders without the agreement of the other one?”
“The trustees have that power, but are only entitled to exercise it in the event of the death of one of the main shareholders.”
“I remember that, but the intention of that clause was to only allow Toni or me to keep control if one of us died so that the survivor could carry on the business.”
“I’m afraid the trust document does not mention that intention,” said James with a twisted smile on his face.” So I have acted in accordance with the literal meaning of clause forty-seven. It is all perfectly legal. I have decided that course of action represents the best way of encouraging the continued development of Cartwright Cimbrone, so I have agreed to sell out to the company which controls the business interests of the Cimbrone family in Italy. I understand Toni’s shares will also revert them. It is that company which has made you the offer I told you about just now. I urge you to accept. In my opinion it is the only way in which your business can survive and expand in the modern world.”
“And if I don’t?”
Meredith shook his head at Ben. “The Italians will hold effective control without your shares. They can do what they like. However they agreed with me that you should not lose out in any way as a result of the new arrangement.” He smirked. “I should like you to know that I insisted that a fair offer was made to you before I agreed to sell. I think you would be most foolish to throw it back in their faces.”
Ben switched his attack. “Why do you have so little faith in me, James? I’ve been doing a good job, haven’t I? Is this the way to repay the trust which my father and I have put in you over the years?”
“I must remind you again, Benjamin,” the solicitor’s face was grey but he puffed himself up as he spoke, “that Toni Cimbrone also placed his trust in me. That trust has been transferred to his heirs. I feel I have a duty to you all. I believe that I am best discharging that duty by making the decision which I have.”
“That’s rubbish, James.” Ben took a deep breath. “My God! There must be a way of fighting this. How can it be legal to hand the whole of the business over to some people who have had nothing to do with it before and have never contributed anything to it? It’s only the money which talks. I suppose if I came along with a better offer for the shares, you’d accept that, would you, and damn the others?”
“Can you arrange a better offer?”
“I? Well, perhaps.” Could he go back to the brewery? Would they still be interested? And, in any case, would they let him stay in control?
“I would have to know before four o’clock this afternoon so as to countermand my e-mail of acceptance.”
Ben had to be realistic. He had no chance of arranging anything in that time. In any case he suspected the brewery would give him no more freedom than the Cimbrone family. He knew either way that he was beaten.
“You know damned well that I can’t sort out anything that quickly. I’d need at least a week.”
James leaned forward, trying to be persuasive. “Benjamin, if you go home and think about it, I’m certain you’ll agree on reflection that this is the best course for all of us. I’m confident that the Cimbrones would hold their offer open for a little while so as to give you time to consider the matter fully. Take a few days off. You can leave the business under someone else’s care, can’t you? Talk to another firm of solicitors, if you wish. I have no objection to you showing them this copy of the agreement. But I do urge you to accept the offer as soon as possible and take the package they are giving you. It will open up a new and challenging future for you. Just think what you could do with nine hundred and fifty thousand pounds. You could get a new flat of your own in Chelsea overlooking the river. your colleagues would see that you have really made it. And you’d have a better-paid job than you have now. It would be an eight-hour day instead of all the hours you work at present. In fact, I don’t understand how you can even think of turning it down.”
Ben hated him. It was all so bloody neat. James was such a damned smooth operator. But he could tell the solicitor wasn’t comfortable in this role. Ben was absolutely sure by now that there was something nasty going on under the surface.
“And what about you, James? What do you get out of all this?”
“Nothing at all. I’ve already told you that the terms of the trust ensure that there is no benefit to the trustees.” He leaned back in his chair. “Perhaps I’ll have some small amount of relief from worry.”
“Come now, James. Are you telling the truth? Surely the Cimbroni must be giving some sort of reward to their hatchet man. There must be something in it for you. What about the reorganization of the business? The new expansion will mean that there’s lots of work for a British lawyer. No doubt there’ll be other suckers to disinherit along the way.”
Meredith drew himself up pompously. “You had better not repeat anything like that outside this room, Benjamin. Comments like that are actionable.”
“But you don’t deny it.”
“I think your suggestions are beneath contempt.”
“And I think your offer is beneath contempt.” Ben leaped to his feet. “You can tell your new backers that they’ve got a fight on their hands. The only way they’re going to get rid of me is the same way that they removed Toni.”
Shaking with almost uncontrollable rage, Ben swung round and strode out of the office. He heard nothing of the solicitor’s shouted reply as he ran down the stairs and out into the hushed bustle of the lunch-time Inner Temple.
If he had known what he was up against, his attitude might have been rather less cavalier.
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