The Rule of Stephens Read online

  “It strikes me as careful,” Phil said, just as the drinks arrived. A beer for him and glass of pinot noir for her. He took a sip, looking into the bar mirror. “So what’s on for dinner? If I may ask.”

  Catherine took a breath. It had been several hours since she’d thought of Dr. Rostock and whatever it was that he so urgently had to tell her. She realized, sitting there with Phil, that she had a number of questions she wanted to ask the good doctor also. Someone who’d been there and felt what she had felt.

  “Oh, don’t answer,” Phil said, with a small and wistful smile. “Not prying. Just asking.”

  “An old friend,” Catherine said. “Now let’s talk about what we’re actually going to do here, consigliere.”

  Phil reacted to the nickname, sipping again, then setting the drink down with a small sigh signalling that whatever he felt it was necessary to say just then, as consigliere, he’d rather he didn’t.

  “Talk to me.”

  “All right,” he said. “To be clear, though, before we begin: nothing that I’m about to tell you was known to me before 8:00 p.m. yesterday evening. I learned all this after our last conversation.”

  “And what have you learned?”

  “Well, as we know, the possibility of legal action is real.”

  “Right,” Catherine said, sipping her wine. “I’ve been thinking about that. I mean, just these past few minutes. What about if we sue Morris first?”

  Phil sat back a bit, surprised. But his expression already told her what he thought of that idea. “Cate, listen…”

  “No, no. Just hear me out. You said it yourself: anybody can sue anybody. So we go after him pre-emptively.”

  “On what grounds?” Phil asked.

  “The partnership agreement with that buy-sell was drafted by his lawyers.”

  “You had independent advice before signing it.”

  “Not from you. You were on Saturna Island and I spoke to one of your partners.”

  Phil sighed. “So you sue Morris. You sue one of my partners for giving you bad advice…”

  “I’m not handing Morris this company, especially not after the insult of that meeting.”

  “Cate, with respect and real affection, I think you should listen to yourself. Morris is offering you far more money than you ever would have thought possible when you started out.”

  “How do you know? Maybe I was imagining lots of money.”

  “I don’t think you were,” Phil said. “You live modestly. Small apartment. You use a car share. You’re not a money-driven person. You’re letting this issue get mixed up with a lot of other things.”

  “Oh, I see,” Catherine said.

  Phil took a sip of his beer. “Let me play back to you what I’m hearing. Okay? It’s a cash offer, in effect. But you don’t want it. You want to have a big fight instead and pay a lot of big legal bills in a dispute I don’t think you’d win and the net result of which certainly wouldn’t be a better state of mind for you.”

  Catherine closed her eyes for a second. Of course he was making sense. Phil always made sense. But then Morris came back to her, his avuncular, shoulder-patting condescension, sitting like Buddha behind that desk while some strange other listened carefully from the far end of a silent phone line. Who was that? Who was that person who had taken a sudden shine to the things that Catherine herself had so deeply cared about?

  “Phil,” she said, opening her eyes. “We could make it a good case. Shotgun clauses favour the partner with deep pockets. Everybody knows that. We argue that it was well known Morris had certain resources and I was a cashless entrepreneur whose patents needed millions in development funding to even test whether they could be commercial. I was financing myself on savings and credit cards, Phil. Anyone advising me to sign that agreement would have been negligent, their legal advice void and my signature invalid. No partnership agreement, no buy-sell, no exit provision, and Morris can take his offer and stuff it exactly where I should have told him to.”

  “You could make that argument, of course,” Phil said. “You could make a lot of arguments. It doesn’t mean you’d win.”

  “But we wouldn’t have to win,” Catherine said, leaning forward and grabbing Phil’s arm. “Mako doesn’t want any part of a lawsuit. We sue and his partners run, Phil. And without them Morris’s offer vaporizes.”

  “You don’t know that,” Phil said. “But my bigger point—”

  “You write them a good letter, Phil. I can pay you for that much.”

  “I know you can,” Phil said. “But this is where we get to the heart of the matter, Cate. I can’t do what you’re asking me to do.”

  “What are you talking about? You’re my lawyer. You’re a partner in one of the biggest, scariest law firms in the country. Your litigators are animals.”

  “Maybe they are, Cate. But I can’t do this for you.”

  Catherine had been looking past him down the bar while he spoke, but this one brought her back sharply. “Why not?” she said.

  He sat back on his stool, rocking slightly in place. People were streaming into the bar, the volume rising. Someone brushed by Phil so closely that he had to lean sharply to one side and they were briefly pressed shoulder to shoulder. She could smell him. No cologne. Just an attractive cottony clean.

  “Why not for me, Phil?” she said again, when he’d returned to his original position.

  Phil sighed. “Because, in the event of a lawsuit—launched either by you or them—the firm would be in client conflict.”

  “Client conflict how?”

  “We’d be on both sides.”

  “You’re telling me you represent Morris separately?”

  “Not Morris,” Phil said. “Mako. And not me, obviously. But another partner. This has just come to my attention. I can’t say more for reasons of confidentiality. But it’s a fact. My firm represents Mako Equity in separate matters.”

  Catherine sat back. “Oh, Phil.”

  Phil sat looking into his beer, one hand around the base of the glass, turning it, turning.

  “How long have you represented them?” she asked.

  He shook his head. He couldn’t say.

  “Wasn’t I your client first?”

  “This is the part where I need you to understand I didn’t know until yesterday,” Phil said, voice low and measured. “When a conflict like this is identified, the firm has to make a decision about which client will be retained and which will be asked to seek other representation. The partners’ Client Conflict Group made that call yesterday. I do not sit on that committee. They called and informed me. I’m really sorry.”

  “You’re firing me,” Catherine said. She was flushing, her leg was trembling.

  “I’m not,” he said, voice now urgent. “If there’s no lawsuit then there’s no conflict.”

  “You mean if I sign…Oh my God, and you don’t see what’s going on here, do you? Mako is playing you. They want this deal for a reason, Phil. Because they’re stealing this company from me. And to make sure I can’t even fight a proper legal fight, they steal my counsel at the same time. When did Mako’s business walk in the door, Phil? How many days ago? How many days before Morris tabled his offer? Don’t answer. I know.”

  Catherine felt sick, like she’d been punched in the stomach. Oxygen deficiency and a spreading numbness within.

  Phil took a big breath. Then he leaned forward and brought his face quite close to hers. Voice almost a whisper now.

  “I would never knowingly deceive you,” he said. “I think you know me well enough to believe that. And I’m going to go one step further. I think you also know that the time has come to walk away. I know you can do it. You’re the kind of person who can. I knew you before the accident, Cate. And I’ve seen you struggle since. Maybe Morris turns DIY into his billion-dollar unicorn, rides the whole thing to some huge exit. But honestly? Probably he doesn’t. Probably he screws it up. Probably some kids in Delhi are working on exactly the same idea. Probably a hundred thi
ngs. In the meantime his offer is a good one and would allow you to step back and think about yourself for a while. Yourself. Your health. Your future.”

  Phil the eminently reasonable. Phil who actually cared about her as a person. Phil who, it wasn’t hard to see, under different circumstances for both of them might well have been something more.

  Catherine was nodding to herself now. But for all his understanding, Phil still wasn’t getting it. He wasn’t getting what it felt like to have someone swivel their attentions on you, decide that what you had built, what you had cared for, what you had now within your grasp might very conceivably be their own.

  “So I sign,” Catherine said. “Your best advice.”

  Phil was listening carefully, poised on his stool, as if a sudden move might ruin a delicate balance.

  “I sign and then what happens?” she asked him.

  “Whatever you want to have happen, Cate. Take a holiday. Start something new. There are many more potential success stories in your life.”

  “No, I mean with respect to the in-firm conflict you’re telling me about here. What happens with that?”

  “Well, if you sign the sale agreement,” Phil said, “there will be no lawsuit and therefore no conflict.”

  “So that’s where we are.”

  “Cate, please sit down.”

  But something had stormed back into her and now would not let her go. She was up already, pulling on her coat. “Only thing you’re forgetting, Phil, is that if I sign and sell I won’t be needing a lawyer any more, will I?”

  She heard him get up as if to follow her, just as she turned away. And she heard him call her name, once and then again.

  THE RAVENSWOOD

  SHE SAT IN HER HOTEL ROOM, TRYING NOT TO MOVE. It was her form of meditation, more of a physical than a mental thing. She’d never been able to do the regular kind of meditation, emptying your brain of thoughts and all that. She liked a clean apartment and modern furniture, but the inside of her head, she once joked to Valerie, was more like a Hieronymus Bosch painting. So: still the body, hope for the best.

  Her eyes blinked open now. She rolled off the bed to the phone.

  “I was mad,” she said, when he picked up. Phil was in a taxi on his way to O’Hare. “I’m still mad.”

  “I’m not happy with the situation myself,” he said. “Will you be all right?”

  “I’ll be fine,” she told him. “Two things. First, I need you to be Phil for a minute here, not a partner from that heartless mega-firm that just refused to represent me.”

  “I can do that,” he said.

  “Second, I need a referral.”

  “I see,” Phil said. “So, full speed ahead and sue the world.”

  “Maybe. But if I do that I’ll be needing a lawyer and it seems I’ve misplaced mine.”

  “I’ll find you someone,” Phil said. “Although my opinion about it remains the same.”

  “I appreciate your opinion. You know that. I’m a big girl, though. All grown up.”

  “I’m being quite serious here,” Phil said. “You should be careful.”

  And now something in his tone had changed. There was a trace of emotion there.

  “Don’t be so sure Mako Equity runs away if you sue. And if you actually got the fight you would be asking for, you might regret the outcome. Morris Parmer is Morris Parmer. You know him pretty well. Mako, you don’t know.”

  “What are you trying to tell me?” Catherine asked. “What should I know?”

  “I can’t really answer that,” Phil said.

  “They’re scary somehow,” she said.

  “I don’t know very much,” he said. Then there was a pause. “Mako is a black hole. I’ve only spoken briefly to my partners who deal with them. But even they don’t know much.”

  “Isn’t that all rather odd?”

  “Yes,” Phil said. “It is a bit.”

  “Who is Kate Speir?” she asked. She had intended to keep this information to herself, thinking that it might be of significance at some future point in time. But maybe this was that future moment she’d been imagining.

  Phil’s long pause suggested she was on to something. Finally he came back with a slow question, “Who gave you that name?”

  “Morris,” she said. “He said she was an advisor.”

  “I’m surprised,” Phil said. “What else did he say?”

  “Nothing.”

  “I’m way out on a limb here,” Phil said.

  “Tell me.”

  “As best I can make out, Speir is Mako’s managing partner. Either that or she is Mako,” Phil said. “It’s a private equity fund, but she’s the only name I’ve heard in connection with it.”

  “Private equity.”

  “Morris Parmer’s bank, essentially.”

  “What do they want with DIY?”

  Phil didn’t have a clue and he didn’t want to speculate either.

  “So they fund Morris. He buys me out.”

  “That’s the idea.”

  “And then what role do you see them playing?” Catherine said.

  “Being private equity, they’ll buy to control. And if they control they’ll almost certainly install their own leadership.”

  “Speir herself.”

  “I doubt it. These funds generally bring in talent or promote internally.”

  “Well, well,” Catherine said, imagining Hapok or Yohai or Kalmar in charge of the show. But more pointedly imagining this force that really opposed her now, consolidated and solidified into the shape of a single person. “And where is this mystery fund based?” she said.

  “I heard Seattle,” Phil said. “Does it matter?”

  The news unsettled her more than she might have anticipated. Because it was close? An hour by air from Vancouver? Phil was right that it didn’t matter. But the whole business had an increasingly off aroma about it. The whole Kate and Cate thing, though Catherine also knew just how loony it would sound for her to admit even thinking that to Phil, or anyone. Money was impersonal, objective. It didn’t care about names or places.

  “I take it the fund is big,” she said.

  “It’s big,” Phil said. “Call it billions and don’t torment yourself.”

  “Billions,” Catherine said. “Dealing arms or meth?”

  “Pretty sure neither. But going further I’d be guessing,” Phil said. “And now I have to stop being friend Phil, which I really do enjoy with you, and go back to being lawyer Phil. Okay? So I’m not going to say anything more.”

  Catherine didn’t object. It was time to go. So they said goodbye nicely and promised to speak again on her return to Vancouver. And after hanging up, she got up and stood in front of the floor-length mirror appraising herself in its reflection, hands on her hips. She stroked her hair back behind both ears, looked carefully at her face. The cheekbones, the symmetry of jawline and chin.

  That was Catherine Bach there, looking back at her. Founder and CEO of DIYagnosis Personal Health Systems. And she remembered then what had existed with such clarity before AF801, her bid to bring something real and powerful and rational to people everywhere, a degree of control over the mysteries within. Data, information, knowledge, autonomy. That was the Stephen Hawking country in which she had always preferred to roam. Freedom based on rational inquiry. And maybe some of that sense of freedom had crashed with her on that terrible day, spent along with the last units of her life’s luck such that she might even have seen a glimmer of the upside in simply letting DIY go, taking some time on a beach just as Valerie had said.

  But no more. She would not fall from the sky to a pebbly beach, then go sleep away her life on a sandy one. And she would definitely not let someone, some shadow form, silent in the phone lines, take from her what she had herself built out of blood and determination.

  AF801, 2L. Tonight she was going to rise from that fated seat, take back some control, and head on through the business class cabin to 70F, to find who was fated at those coordinates too. A certai
n Dr. Michael Rostock, whom she visualized sitting quietly, legs crossed, reading a book on his iPad there.

  —

  Rostock had suggested a restaurant in the Fulton River District called The Ravenswood. And the moment she climbed out of the taxi, it seemed to her that this was exactly the place where their meeting should occur. The old warehouses now lofted and gentrified. The coffee shops and genteel bars, the organic produce stands and dog washing salons. Of course they had to be in a part of Chicago that was reinventing itself. They had themselves fallen from the sky, both of them still figuring out what they had become.

  The Ravenswood itself was in a low-slung structure with angular glass and external sheets of corrugated aluminum. Inside, a narrow room stretching away in chambers farther back, with blue-tinged lighting and crisp modern furniture.

  She spotted Rostock the moment she pushed open the heavy, glazed-glass front doors. She knew him from the picture, yes. But also because he stood right away, evidently having been watching the door. He had a kind face, but with a regal accent to it. And when she crossed the room to greet him, he took her hand in both of his and shook with a slight inclination of his head. A man of manners, with one foot in an older and more cordial time.

  “How did your meeting go?” he asked, when they were seated.

  “Let’s see,” Catherine said to him, as the waiter pulled up to her elbow, “how’s this for an answer: I’ll have a gin Gibson, please. Rocks.”

  Rostock ordered prosecco. And when the waiter was gone, he said, “We don’t have to talk about it.”

  “I don’t mind,” she said. “I’m having a fight with my business partner.”

  He cocked his head, curious.

  “It’s complicated,” she said. “Vencap money.”

  Rostock was listening, but she could see he wasn’t understanding.

  “Sorry,” she said. “Venture capital.”

  “Right,” he said. “These are the folks who provide money to you bright young people with ideas.”

  “Not always so bright or young,” she said. “The short version is I brought him in too early, which is exactly what I said I would never do and then went ahead and did, probably because I was flattered by the attention, and then of course as these things go we started having slightly different visions of the future and he went and produced this big equity partner with deeper pockets than God, which, combined with a partnership agreement with exit provisions I never should have signed, basically allows him to write a cheque and force me out.”