Please Note: Blog posts are not selected, edited or screened by Seeking Alpha editors.

The Fists of Fate Chapter 14: Quickmart



Conor was walking on air as he approached his office and caught a glimpse of a frantic Sally, Henry's secretary.

"Where have you been?"  she scolded the young attorney.

Sensing her frustration, Conor asked "Traffic was bad. Why?  What's up?"

"Henry's at a board meeting this morning and I have gotten 10 calls from opposing counsel saying that our client in the QuickMart deal has changed his mind and the deal was now off."

"That can't be.  I sent out the closing documents last night.  I am to meet Benito in two hours to execute our side."

"Well, opposing counsel is telling me Benito wanted some more changes late last night."

"He can’t do that.  They had reached a final deal after months of negotiations.  I saw the fax myself where both parties agreed to the last changes."

"I don't know what happened last night, but this is what I'm told and Henry cannot be reached."

"Gimme our client's number and I will find out what is going on."

"Here it is and here are the messages from opposing counsel."

Any trace of happiness quickly left Conor's face as he briskly walked to his office.  This cannot be true.  Somebody has had to get something confused.  The deal was done.  It could not be changed right now.

Conor called Benito but was told that he was not expected for another hour.  Stuck in limbo, Conor could not get to the bottom of the matter when Sally broke in over the intercom to Conor's office.  "I have opposing counsel on the line again and they are extremely mad.  I don't know what to tell them.  Do you want to talk to them?"

"Sure, patch it through.  I can’t get a hold of Benito.  I need to find out just what happened."

"Okay, here it comes," Sally warned them.

"Conor McDermott," he answered ignorantly grinning like he knew nothing had occurred, which was true for the most part.

"This is Ted Rice, General Counsel for QuickMart, what kind of fucking stunt are y'all trying to pull?"  he screamed into the phone.

As Conor held the receiver away from his ear to shield the verbal blast, Conor replied calmly, "I'm not sure I know what you're talking about.  What seems to be the problem?"

"The problem is you're fucking client!"  the man again shouted.  "We had a deal and now he tells me that he refuses to sign the mother fucker!"

"Sir," Conor responded, "I've just walked into my office.  I have not heard anything to this effect from our client.  What part of the agreement are you referring to?"

"The fucking noncompete.  He wants to change it again.  He said after reviewing the final documents he has changed his fucking mind and wants to revise it some more.  This is completely unethical.  You cannot back out of an agreed-upon deal.  We'll sue the hell out of you and your client if he refuses to sign."

"Well sir," Conor again replied trying to smooth over the crisis.  "I will need to speak with my client before I can properly respond.  I'm just the associate working on the paperwork.  My boss is in a board meeting and our client will be in his office in about an hour or so.  I will call you back then as soon as I've heard from him."

"You fuckin’ better!  I've never dealt with such bullshit before.  If your client wants to do this deal without being sued, he had better come his senses.  If I don't hear from you within the hour, consider this deal dead."

Conor hung up the phone and left an urgent message with the receptionist to have Benito call him as soon as he arrived.  Conor stressed the grave importance of the matter and relayed the threat that the deal would be finished if he did not call within the hour.

Waiting for the return call was excruciating.  Conor went to Henry's office and found a fax from Benito agreeing to the final revisions.  He grabbed the fax and returned to his desk with instructions for Sally to keep trying Henry and to give him any phone calls pertaining to this problem.  Reading the client's approval of the final language repeatedly, Conor kept looking for a clue in the wording in attempt to ferret out the setback.  Nothing was evident and Conor gave up in frustration sitting motionless waiting impatiently for some notice, while the secondhand on the wall clock slowly ticked off the minutes.  Strangely, Conor had never noticed before that the clock actually made a noise with each and every movement of the secondhand.  With nothing left to do but sit in terror, the click of each passing secondhand echoed loudly in Conor's head.

Finally, Conor startled when Sally broke in to inform him that Benito was on line number one.  Conor picked up the receiver and began questioning his own client, "Mr. Diaz, I received a strange call from QuickMart this morning.  They are saying that you refuse to approve of the new language.  Is that correct?"

"Yes, Conor."  I reviewed the agreement again, and I still do not like the noncompete provisions."

"Well sir, we have a huge problem then.  We received your fax yesterday that you had agreed to the final changes.  As planned, I prepared and sent out the closing documents to opposing counsel for execution.  Without your signature on the deal, QuickMart is threatening to call off the deal and to sue you in response."

"I don't give a damn what QuickMart is threatening.  I want to change the noncompete.  As you know, I have additional stores in California.  If I agree to this deal, I may lose any leverage to sell the stores to another party and will end up having to sell them to QuickMart at a discounted price."

"I understand that sir, but Henry and you went over the language numerous times to make sure that this would not happen.  If you change your mind after agreeing to a deal, QuickMart has a very good chance of upholding it in court."

"I don't give a damn about that.  I will not sign the deal as written."

"I understand sir, but under the law you do not have any basis to stand on.  They may have the right to enforce the agreement, based upon your fax approving the transaction as currently written."

"Son, what part of what I said do you not understand?  I will not sign this deal."

"Okay sir.  As your attorney, I just need to inform you of the possible consequences if you do not.  I will have Henry call you as soon as possible, and I will call QuickMart's attorneys to let them know that you want the language changed."

"All right," Benito hung up without a hint of shame and firm in his egomaniac convictions.

Conor now had 10 minutes left to call QuickMart before their deadline to cancel the deal would be reached.  Frantically, Conor called Sally to see if she had heard from Henry and to inform her that Benito had reneged on the deal.  Sally gasped in exasperation and told Conor that Henry had not called.

With no apparent solution on the near horizon and no word from Henry to have him attempt you change Benito's mind, Conor decided to wait the entire 10 minutes before he had to make the dreaded phone call to QuickMart. Hoping and praying that Henry would call and talk some sense into Benito, Conor sweated out the final 10 minutes.

Finally, he dialed the long-distance number to Florida, "Yeah," the other end answered.

“This is Conor. I talked our client.  There may be some misunderstanding with respect to the contract," Conor lied to buy some time.

"What fucking misunderstanding is that?"

"Well, I'm not sure our client understands the final language.  I did not personally work directly with him when it was written.  The lead partner on this deal, Henry Wilson did.  He's unavailable right now, but I can make sure Henry calls the client to see exactly what reservations he may have.  You need to give me some time to track down Henry first."

"How much more fucking time do you need?  We have been working on this crap for over two months!"

"Sir, I cannot offer anything else.  We may still be able to close the deal today, but I need to get a hold of Henry so he may speak to the client."

"You just fuckin’ do that.  In the meantime look for a fax from us canceling the deal.  We at QuickMart do not have to put up with this extortionist bullshit."

"Yes, sir.  I, or Henry, will call you once he can be contacted."

"Don't bother!"  as the phone slammed down on the other side.

Within minutes, Conor received a fax from QuickMart canceling the acquisition.  Conor figured it must have been prepared in advance awaiting Conor's phone call.  Once again, Conor was relegated to waiting.  No further word was heard from anyone:  Henry, Benito or QuickMart for almost 2 more hours.  Conor conceded to himself that the deal was lost.  When Henry eventually called during a break for lunch, Conor had already given up all hope.  Sally had already informed Henry of what happened, but Henry still wanted further details.  So, he was connected to Conor.  Since he had only just received the bad news, his anger and confusion was still ripe when he started speaking, "What in the hell happened to the QuickMart deal, Conor?"

"I'm not quite sure Henry.  Benito told me he reviewed the noncompete again and did not like the language.  For some reason, he called QuickMart directly late last night and requested some changes.  When I got in the office this morning, QuickMart was furious and threatened to cancel.  I called the client to warn him that QuickMart could cancel and even sue to complete the deal or for damages, but I could not convince him to change his mind.  I was hoping you could call him and work it out.  But, in the meantime, QuickMart sent a fax canceling the deal and threatened a lawsuit.  I tried to buy some time, but they would not relent.  They are plenty pissed."

"I don't blame them.  I need to call Benito and find out exactly what's going on.  Do you have his number handy?"

"Sure, it's 218-802-1892."

"Hang around there.  I'll call you right back."

"Will do."

Conor did not receive an immediate callback.  The silence was deafening.  Meanwhile, Conor found himself unable to concentrate on anything during this period.  Not knowing what to do next, his mind wandered.  Why was he catching holy hell for something completely out of his control?  He had been yelled, screamed and cursed at by opposing counsel, the client and his boss for a no other reason than the arrogance of an unreasonably stubborn client. 

In Conor's mind, this was ridiculous.  He had worked long and hard hours preparing the documents and continually revising them for a client he believed was either completely insane or lacked good business sense.  Benito was throwing away millions of dollars for a provision that, as read, would allow him the necessary protection. 

Who were these men that would sacrifice a fortune for the sake of some meaningless restrictions that have been watered down and overlawyered?  How did these men get into the fortuitous position they occupied?  Was it luck, inheritance or genetics?  Why did they only seem to abuse their wealth and power to satisfy their own egos?  From Conor's perspective, the clients he often encountered did not possess the intelligence, business acumen, foresight order or drive to properly run their own businesses.  They always seemed apathetic to legal matters as if it were a necessary nuisance to increase their fortunes and status.  Only when a direct threat to their vast holdings or position in their small socialite world did they ever stand up and take notice.  Even then, they seemed both clueless and irresponsible.  How does one get into this enviable position, where such vast wealth leads men to forget all others and any actions they may do?  Most importantly, Conor thought to himself, “How could I reach such a loft position in life?”  It would certainly not come from being a lawyer who slaved his entire life for the scrap of fees that the rich dispensed only in times of trouble or necessity.  Conor could see this for himself and not have to look very far. 

The name partners in the firm well into their 60s still put in long hours and subjected themselves to every whim and fancy that the self-absorbed client dictated.  Yes, the partner lived a very comfortable and prestigious life, but it was nothing to that compared to the clients he served and waited on hand and foot.  Plus, what legacy could be carried on?  An attorney succeeded or failed by his own ability.  This was a personal and finite trait that could not be passed on from person-to-person and generation to generation.  As soon as the attorney became incapacitated or nonfunctional, his use to his clients would cease and his practice would wither. 

In business, however, a company often passed from generation to generation, from father to son.  While this succession did not always guarantee success, many clients of the firm had actually increased their business, exponentially when a smart, hungry, energetic son took over his father's responsibilities. 

Often, as Conor was able to discern, a business was start to fail or become less profitable as a successful father amassed a fortune and soon became disinterested in the day-to-day workings of the business he had established or grew.  As soon as a son with some ability stepped in with vigor and fresh modern ideas, the business would seem to prosper beyond the father's ability.  Although there always seemed to be a small adjustment period during the transition, eventually the business would prosper beyond even the father's imagination.

Then suddenly without inspiration, Conor let an idea spring into his head.  Anna had always pestered him about working at her father's insulation subcontracting company.  She continually griped how no one actually managed the business on a day-to-day basis.  Her father had made a fortune in the boom construction years of the 1980's, but had lost interest after the real estate market had collapsed.  Work at the company had only recently picked up with a small surge in construction as of late. The company, running on autopilot, did not seem to grow with the times.  No one was willing to take charge and build on the strong foundation that was already in place.  Although small in revenues compared to the client's businesses that Conor had experienced, there was enormous potential for the 50 year old company started by her grandfather.  Conor had read about the health of the construction industry in Texas from articles in the local paper.  Low interest rates for the first time in years had fueled the growth. Due to a healthy economy and population surge in the Southwest, the prospects for another boom seemed imminent.  Not only Houston was experiencing a revival, but the major cities of Central and North Texas were coming alive as well.  Dallas, Austin and San Antonio seemed like optimum areas for expansion town Conor thought to himself.  But he knew nothing about the insulation business and he had only been practicing law for 2 1/2 years. 

Maybe the corporate legal work would come easier Conor reasoned.  He can train new mullets to absorb a large portion of responsibilities so he could concentrate on the bigger picture and develop his own clientele.  Of course, he could always wait things out and see if Henry lessened his workload and passed some clients to him.  But then again, Greg had kept Conor and the Republican busy by delegating large amounts of work to them and he always looked like hell, putting in more hours than each of his protégés by a significant amount.  Conor was in a quandary.  He could maintain the status quo and live the comfortable, but limited life as a corporate attorney or he could take his chance to become like the clients he now envied.  With a mortgage to pay and a child on the way, Conor finally reasoned that he should stick out his legal career.  There would always be good days and there would always be bad days like today.  But the seed was firmly planted in his mind to make a move if things did not improve or somehow deteriorated beyond his tolerance.

Just then, the phone rang directly in his office awakening the daydreaming young associate.  This is odd.  Typically, his secretary or the receptionist intervened.  Not this time.  On the other end was an exasperated Henry.

"Conor, I finally got a hold of Benito.  He won’t listen to me or anyone on this matter.  I told that fool that he is blowing the deal and can be subjecting himself to a great amount of liability.  But he wants the changes made.  Do me a favor and call the attorneys at QuickMart to see if they will reconsider?

"Yes, sure Henry.  I will call them right away."

“Whatever you do, do not admit any final deal had been struck.  Just see if they can live with the changes he demanded.  They should have been sent over by Benito in a fax.  I know the changes don't amount to anything and the QuickMart guys should be able to recognize that.  Just see if they will change their mind to get the deal done."

"Will do Henry.  I know what to do.  I have not seen the fax, but I will just point out to them that the changes are meaningless and put the ball in their court."

"Perfect, just remember not to admit that Benito agreed to the deal.  Otherwise, the firm could also be dragged into litigation on this.  You understand."

"Fully.  I'll call them as soon as I have the fax in hand."

"Great.  I'll probably be out a pocket for the rest of the day.  But I will check in later to see how things went."

"No problem Henry.  I'll take care of it."

With the conversation over, Conor went searching for the fax which had been delivered to Henry's inbox.  Grabbing the fax and perusing the handwritten revisions, Conor came to the same conclusion.  Nothing was to be accomplished by Benito's new wording.  But this was now an advantage to point out to the other side.

With fax in hand, Conor dialed the QuickMart attorneys.  As diplomatic as Conor could be, Conor began.  "I received your fax canceling the deal.  Are you sure that is what QuickMart wants to do?"

"Hell yes!"  came the reply on the other end.  "We had a deal.  We don't do business with people who go back on their promises."

"Like I said before, I had little to do with the prior negotiations before today and I am unaware of what has transpired in the past.  I know you have put a lot of hours into this transaction.  Are you really willing to give up on a deal that would benefit your company by giving them the entire Houston market?"

"It's a matter of principle to us.  We already had a deal.  You even sent me the final drafts.  Now, at the 11th hour, your client wants to negotiate some more.  No way."

"Have you seen the latest revisions?  In my opinion, I don't believe that it's of any significance.  Do you?"

"No, but that's not the point."

"Well, can you do me a favor?  I was thrown into the fire at the last-minute.  Can you go to whoever is in charge of acquisitions and explain to them that nothing has changed except a few measly words?"

"Yeah, I can, but who do you think told me to cancel the deal?  They are as pissed off as I am."

"I understand, but can you show them that nothing has changed?  Maybe, they have calmed down by now.  I can fax a revised page to be inserted into the contract, and we can put his baby to bed.  Then when all is said and done, everyone can go their own way and be done with it."

"Alright, I'll run it by them again.  But don't expect any change." 

"That's all I am asking for.  If you do that, I would greatly appreciate it."

"I'll call you soon with a response.  But once again, don't expect a change from our fax this morning."

"Thanks," Conor ended with a few beads of sweat on his brow.  That was ugly, but at least we have another shot to get rid of this mess once and for all.

With that, Conor called Benito to let him know that QuickMart was considering the revision and that he would need to obtain his signatures on the closing documents just in case they changed their mind.  Conor would be at his office in an hour with all the documents.  Conor did not want any time to pass for fear that another revision would be forthcoming.  If the deal was going to close, he had to make sure his own client had everything signed, sealed and delivered before Benito changed his mind again.

As fast as he could, Conor grabbed his jacket and briefcase as he headed out the door.  He stopped momentarily to let the secretaries know where he would be and to call him immediately if Henry or the QuickMart attorneys called.  He was going to try to salvage this botched deal even if it killed him.

When he reached GrupoCinco’s offices, Conor was escorted into a conference area where he quickly spread out the documents folded over to reveal the signature pages.  Just as Conor finished covering the large table with the multitude of closing papers, Benito entered the room.

"I understand QuickMart may accept my changes."

"Yes sir," Conor replied. 

“It’s about time.  Those mother fuckers have been screwing me since the day they granted me those franchises."

Ignoring the insult, Conor hurriedly began.  "Sir, if you can sign in the designated places, I believe we may be able close the transaction today, if I get word from QuickMart that they agree to the changes.  I want to get everything signed right now, so they have no other reason to back out.  If they don’t agree to the changes, then I will keep these signed documents in the firm safe and won't send them out."

"Fine, fine.  Where you want me to sign?"

"Where all the red tabs are, Sir."

"All these documents for such a piddly deal.  It will take hours to get through all this."

“Well sir, if you want to close the sale and receive the purchase price, then these documents reflect that and also protect your interest and provide the necessary corporate approvals."

"Fine, let's get started.  I have other things to do, you know."

Without a hit of appreciation or any suggestion of interest in receiving a payday of $25 million, Conor walked Benito through each of the documents for execution.  Now he understood why the closing was handled across country via FedEx.  No one in his right mind would put this asshole in the same conference room with the opposing party, or else nothing would get accomplished.  Henry had insulated his client from his own self-destructive behavior by preventing any direct contact between the two.  It was a good thing thought Conor, because Conor had already grown tired of the bastard.  If he had known how much of a jerk he was, maybe, just maybe, Conor would have been happy to see the deal fail.

After fighting his way through an excruciating afternoon trapped inside the room with a client he had grown to loathe, Conor was happy to return to his office where things seemed eerily quiet.  No word had ever been received from QuickMart or Henry.  No other messages were in his inbox.  Once again, there was nothing left to do but sit and wait.  Conor drafted a revision to an already prepared transmittal letter of the closing documents.  This time, he referenced a revocation to QuickMart's earlier cancellation fax just received that morning.  In case QuickMart agreed to the new deal, Conor did not want to give them any chance to back out, like his client had already done. 

However, this took all of five minutes.  The FedEx box was already prepared and waiting.  Frustrated and disillusioned, Conor then decided to determine the hours he had recently poured into the possibly doomed deal.  After calculating what time he had spent, Conor decided to double it just as an act of retaliation for the unnecessary trouble he had been put through.  Conor reasoned that Benito was nonchalant about pissing away $25 million, then he should not give a damn about paying the measly padded hours that Conor would submit for the firm's fees.  It was obvious the guy was loaded and should have no qualms about paying a few extra thousands for Conor's valiant effort to revive the deal from the dead.

Henry called around 4 p.m. to get an update on the closing, but Conor did not have much to report other than the opposing attorney's promise to get management’s approval to finalize the deal.  It was a longshot, but the client did not leave him with any other alternative.  He backed himself into a corner and his bluff had been called.  It was out of everyone's control except for the benevolence or weariness of the opposing side.  Giving up most hope and no longer able to care whether the transaction closed, Conor read the morning paper that he was forced to skip while billing the client while he spent his time waiting and reading.

With five minutes to spare at 4:55, the QuickMart attorney called.  Saving face, he described the company's decision to go forward, "Well, against my recommendation, the acquisition guys and QuickMart have agreed to the changes even though it amounts to nothing more than extortion by your client."

"Great," Conor consoled the beaten and battered attorney.  "I think it is in everyone's best interest to finish the deal.  I have all the documents signed and ready to go.  I will overnight them to you.  Can you fax me the confirmation that was already included in the packet and I will fax you ours."

"Yes, I have it right here.  I just want to say that I have never been involved in such ridiculous and unethical negotiations in my life.  You and your client should be ashamed of your actions.  You're just lucky that QuickMart wanted to rid of this mess."

"I understand.  Just send the fax and I'll get our stuff to you,” Conor said in a conciliatory tone.

"The confirmation should be there in a few minutes."

It was finally over.  It the first closing that Conor had participated in where both parties felt cheated.  There was no celebration, no handshake, and no champagne like the rest.  The only thing enjoyed by everyone involved was the bitter taste of rancor and disgust.  This is not the way legal work was meant to be.  An attorney was supposed to guide and advise a client who was to respect and listen to the counsel of professionals more experienced and educated in their field.  But, as always, the attorney was subject to a client's wishes the matter how foolish and mean-spirited.  This subordination would now forever haunt Conor and his work.  It would be the foundation for his desire to escape the chains that would always bind him into a state of inferiority.