Vance Sterling: The Cuyahoga Docket — Book 3
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Chagrin Crest was paying for the coffee.
Lorraine had that much worked out before the second pot came. The hotel had set the room for thirty and nine had come, so twenty-one chairs stood in ranks along both walls where nobody had troubled to send them back, and the company was being charged for every one of them. The urn. The cups with the hotel’s monogram on them. The little silver tongs standing up in the sugar. A block of that company was hers and had been since 1971, and this was the first afternoon in seven years she had spent thinking about what it bought.
She had come because Sterling said she should be present, and she was his client, and she was present. That Roy would be in the room was a fact about the room.
He was at the far side of it with his back half turned. He had put himself there at ten minutes to two and he had stayed. In nineteen years she had learned the whole vocabulary of the back of that head, and this one meant don’t.
“Mrs. Wendt.” Philip Doyle had a voice made for reading things aloud to committees, and he had been reading things aloud to this one since two o’clock. “I want to be sure you understand that nobody in this room believes you have acted in bad faith.”
“That’s generous,” Lorraine said.
“It’s accurate. Mistaken and dishonest are different animals. The order your counsel obtained on Monday is strangling a going concern. We’re offering you undertakings. Written, filed, enforceable. No transfer of any asset outside the ordinary course of business without ten days’ notice to your counsel.”
“And in exchange,” Sterling said, “the accounts come loose on Thursday and my client learns on the eleventh day where everything went. Mr. Doyle, I’ve read your undertakings twice. They’re beautifully drawn. They undertake nothing that has already happened.”
“Nothing has already happened.”
“Then an accounting costs you an afternoon and a clerk.”
That was the third time Sterling had asked for the accounting, and Lorraine, who had spent three hours learning that lawyers ask for the same thing until somebody’s face changes, watched Doyle’s face not change and Hollis Lattimer’s do it for him.
Lattimer sat at the head of a table he had not booked, in a room he was paying for, with his coat still on. He was seventy and built like something left over from a heavier trade, and he had the particular impatience of a man who has decided in advance that everyone present is slower than he is.
“You want my books,” he said.
“I want two schedules and a bank statement.”
“You want my books, and you’re going to get them, and you’re going to sit up all winter reading them and find nothing, and this woman is going to pay you by the hour to do it.” He said this woman to the table, not to her. “That’s the business, isn’t it. That’s the whole business.”
Sterling let it go by. Irene Miller, on Lorraine’s right, wrote something short and did not look up, and Lorraine had the passing thought that she would have liked to know what Miss Miller’s shorthand made of a sentence like that.
“Perhaps we could be reasonable,” Doyle said, “about what the order actually reaches.”
“It’s freezing the corporation,” Lattimer said.
“It reaches the corporate accounts at Cleveland Trust,” Sterling said. “Nothing else. It doesn’t touch a receivable, it excepts the payroll, and it doesn’t reach a foot of ground. If the corporation is being strangled by an order that narrow, I’d suggest the corporation has been living closer to the bank than its shareholders were told.”
“It’s the same thing in practice.”
“It isn’t.”
It came from the wall. Lorraine turned with the rest of them.
Audrey Orrick sat in one of the twenty-one, back against the paper, a black case open on her knees with a ledger in it and her coat folded over the arm. She had come in with her husband and she had not come to the table, and Lorraine, doing the arithmetic she always did, understood that no one had asked her to and that no one had thought about it.
“It’s the bank,” Audrey said. “Not the company. Everything already recorded stays recorded — an order doesn’t reach back and unwind a filed transfer, it only stops the next one. So what it actually stops is anything that needs cash out of Cleveland Trust to close.” She said it to the middle of the table, unhurried, the way a person reads off a figure she has already checked. “Which is a question about the calendar, really. It’s a question of what was going to close before Friday.”
The room took a second with that. “Thank you, Audrey,” Lattimer said. “Philip, tell him about Tulsa.”
And that was all. Doyle went on about Tulsa, and Audrey wrote a line in the ledger, and the moment closed over.
Lorraine looked at her a while longer. She had met Audrey Orrick perhaps six times, at the two company picnics and the funeral of somebody’s mother, and had formed the opinion that she was a quiet woman with a bad husband, which was an opinion Lorraine had formed about a number of people and had never once been asked to defend. Now she thought: those are the company’s books, and she has them on her knees in a hotel, and nobody in this room can tell me what she is paid for keeping them.
She put that beside a fact of her own. Roy had put stock in her name in 1971 and had never once, in seven years, asked her to sign anything about it.
Tulsa took twenty minutes. There was a letter of intent from people in Tulsa, and there was a price, and the price was not said aloud in front of her. She noticed that. What was said aloud, twice, by Lattimer and not by his counsel, was the thirty-first.
“They will not wait past the thirty-first for me to get my own house in order,” he said. “You understand me. That is a Tuesday. Not the fifteenth of November, not when it suits a judge — the thirty-first, and after that they buy in Michigan and I have spent two years for nothing.”
“Hollis,” Doyle said.
“He can have it. Let him have it. He should know what he’s costing.” Lattimer put a finger on the table. “You’ve got until Friday morning to be reasonable, counselor, and after Friday morning I stop being.”
Doyle asked for five minutes. Nobody took five minutes; the room simply stopped and turned into a room where nine people stood around holding cups, and Lorraine stood at the window with hers and looked down at the Square in the rain, where the buses came around the monument in a slow chain, and thought about the word reasonable, which she had heard four times that afternoon and had not once heard applied to anybody but herself.
It was during the five minutes that Doyle discovered the verification.
He had an affidavit for Friday, three paragraphs of it, and it wanted Lattimer’s oath, and Doyle’s own notary was up on Euclid with her coat on by now. He said so in the mild voice of a man deciding not to be annoyed in public.
“Norman keeps a seal,” Lattimer said.
Norman Orrick had said nine words since two o’clock, all of them agreement. He was a well-dressed man of fifty with a good watch, and he stood up out of his chair as though the chair had let go of him.
“In the car,” he said.
“Then it’s not doing anybody any good in the car.”
So Norman went down for it. The elevator took him and eventually gave him back, seven or eight minutes later, with rain across the shoulders of a coat he had not stopped to button, and he set the seal and the little register book on the corner of the table and put his own employer on oath standing up, in a hotel meeting room, while the man swore to the truth of three paragraphs without reading either of the last two.
Doyle watched the whole operation with an expression Lorraine could not read and did not try to.
“You’re an officer of the corporation, Mr. Orrick.”
“Vice president,” Norman said.
“Yes.” Doyle looked at the seal, and then took the affidavit back. “It’s a verification. Nobody will look at it twice.”
Norman snapped the seal back into its case and put it in his pocket, and nobody thanked him, and he sat down.
The five minutes ended and the meeting died the way Lorraine had understood it would die about an hour before anybody else appeared to. Doyle would not give an accounting. Sterling would not give up the accounts without one. Lattimer said something about Friday and buttoned the coat he had never taken off.
Through all of it Yvonne Beck sat at the foot of the table and did not speak.
She had come alone. Lorraine had noted that at two o’clock — alone, without a lawyer, without so much as a legal pad — and had watched her sit three hours through the disposition of a company in which she did not own one share. Doyle had introduced her at the beginning as holding the mineral leases out on the Solon acreage. Hers, in her own name, nobody else’s name anywhere on them. He had moved straight along to the next thing and nobody had come back to it all afternoon. She was the youngest person in the room by seven years, and she had taken off her gloves at two o’clock and had not touched them since.
She asked one question, at the end, while people were standing.
“Mr. Sterling. Does the order reach an instrument that hasn’t been executed yet?”
Sterling turned around and gave her the same courtesy he had been giving Doyle all afternoon, which Lorraine thought was a waste of it.
“The order runs against the corporation and its officers, Miss Beck. It enjoins dealings in the frozen accounts. It doesn’t enjoin the world, and it doesn’t reach into the future to forbid a document nobody has drawn yet.” He put on his hat. “If you’re asking me whether it stops a man signing his name, no. It stops him paying for the stamp.”
“Thank you,” Beck said, and picked up her gloves, and that was the whole of her afternoon.
Lattimer caught Lorraine at the door.
He did it without hurrying and without raising his voice, and he stood a little too near, and she understood that he had been waiting three hours to be near enough.
“Do you know what your husband did in 1971, Mrs. Wendt?”
“I know what he did.”
“He saved a few hundred dollars a year in tax.” Lattimer’s eyes went over her face. “That’s all that was. The state had just got itself an income tax that autumn and Roy is a great believer in the rates. If they’d been kinder he’d have bought you a hat, and neither of us would be standing here.”
“Mr. Lattimer.” Sterling had come up on her left without appearing to move.
“You’re being paid by the hour, counselor, and she hasn’t got the hours.” Lattimer said it comfortably. “I’ve buried better men than you in fees. I will spend two dollars to keep you from earning one, and I have got a great deal more than two.”
“Then we are agreed on the figures,” Sterling said, “which is more than this room managed in three hours. Nine o’clock Friday, Mr. Doyle. Bring the schedules and we can all be home by ten.”
Out in the corridor the carpet ran a long way toward the elevators, and Roy was standing at the far end of it, by the fire stair, saying something to Yvonne Beck with his hat in his hand.
Lorraine went and pushed the button and waited. It took a while. She did not look down the corridor again. There was nothing down there worth looking at.
The doors opened. Audrey Orrick put a hand against one of them and held it.
“Mrs. Wendt — they gave you the wrong schedule.” She had the ledger case under her arm and two stapled sheets held out. “That’s the July one, they photocopied the whole file for the hotel. This is the September. The July hasn’t got the Solon parcels on it and you’ll want the Solon parcels.”
Lorraine took them. “Thank you.”
“It’s no trouble. Somebody has to keep track of the paper.” Audrey stepped back and let the door go. “Good luck Friday.”
The doors closed on her standing in the corridor with her coat and her husband’s over her arm, waiting for her father.
Miller left at the end of the day with instructions about the coffee in the machine — it was from two o’clock and Lorraine should not drink it — and Lorraine thanked her and drank it.
She had the September schedule and the July one side by side and a borrowed pencil. It was the third night this week. Sterling had said, mildly, that a client did not have to do this, and she had said that she owned it, which had ended the conversation in a way she was still turning over, because she had not meant it to sound like that and it had, and he had let it go.
The parcels ran down the left-hand column in a surveyor’s shorthand she was learning: township, range, lot, acres. She was looking for the ones that appeared on the September sheet and not the July, and there were four of them, and three were in Solon.
The telephone rang at half past eight, and she answered it because it was ringing and there was nobody else.
“Mrs. Wendt.”
A woman. Low, and not close to the mouthpiece — there was cloth over it, or a hand, and behind the voice a room with dishes in it.
“Yes.”