I sat motionless on the side of my bed, staring into space, and then I slowly put the phone back on the hook.I hadn’t even had my first cup of coffee.I rubbed my eyes.
“What’s the matter, John?” Mary said.“Who was that?Your clients shouldn’t be calling so early!”
Turning toward Mary, who had pulled the covers over her, I said “That was Tom Granger.Bad news,” Tom’s the managing partner of my law firm.“Greg Schilling’s dead, an apparent suicide.Late last night he put a shell in his shotgun, put the shotgun in his mouth, and pulled the trigger.He was alone.You know his wife, Sarah.She’s out of town with the kids, thank God.Tom wanted to know if I knew where Sarah was since I was lawyering a bank loan renewal with Greg last Friday.”
“Who found him?”
“Don Smith.”Don, the senior partner of my law firm, had become best friends with Greg, and together they had gotten into the real estate business, speculating in raw land.Greg had been a successful urologist.“Greg and Don were going to meet for a late breakfast yesterday morning, and when Doctor Schilling didn’t show up or answer the phone, Don went over to his house.When he got no answer after he rang the doorbell, he checked the front door and it was unlocked, so he opened it and yelled.He figured something was wrong.He found Schilling in a big easy chair in his library. Must have been messy.”
“What a way to start a week,” Mary said, rolling over.
Why do people do that?The thought of suicide is foreign to me.Nothing could get me to the point of doing myself in, especially that way.Even if I was an abject failure and lost everything, I’d just slink away.And a shotgun!Why not run a hose from the exhaust into your fancy car and just go to sleep while the motor’s running, like my cousin did ten years ago, in 1981?I couldn’t get the thought of Schilling’s dead body out of my mind.
Mary was upset of course, not that she was at all close to Doctor Schilling or Sarah.Of course she had no idea where Sarah Schilling was, nor did I.As a stay-at-home mother with two small children, Mary didn’t have a lot of time to think about what I did for a living or my law firm and its lawyers, much less the wives of the lawyers.I don’t think she knew what exactly I did for a living, practicing law.But that was okay since she had her hands full shepherding and mentoring Brett and Amy, along with running the household and paying the bills.More than a full time job.I loved her for that.
I wasn’t looking forward to going into the office that Monday morning, but I had to. Rain was coming down in tropical sheets.The spring is Houston’s monsoon season. I’d shaved and showered, put on my office uniform — grey pin-stripe suit, light blue button down shirt and a blue patterned tie — and headed for my office in the burgeoning Houston Medical Center.A broody, dark day, even without the suicide. At nine a.m. the traffic was still heavy and slow on the Katy Freeway, then on to Loop 610, and finally Holcombe all the way to the medical center.
The delay gave me time to think. Never did understand why they call being a lawyer “practicing,” but here I was.If stress and anxiety killed Schilling, how well was I dealing with my stress?Here I was, in my early thirties, working my ass off in a small firm.And for what?Without clients, which were few and far between for me, I was nothing.Was I sacrificing my family and time with them for my work?Were the long hours without a break or exercise going to leave me a mental and physical cripple when I retired?And who would even remember what I did a hundred years from now?I remembered a quote I read somewhere that went like “Passion takes a back seat to production, wellness to working and balance to busyness.”Sounded like my life.Mary and I hadn’t been on a vacation without the kids since they were born, and our relationship had gotten a little stale as a consequence.We were just too busy to work on loving each other better.But I did love her.Like me, Mary was constantly stressed, got no exercise, seldom dressed up, and self-medicated, not my Crown Royal whiskey, but vodka on the rocks.
I pulled into my office garage, thankfully a covered one in the building.The wind kicked up a swirl of rain outside. Strolling into the law offices of Smith, Granger and Albert on the third floor of the building, I breezed by Connie Tisch, our receptionist, with a quiet “hello” and without stopping to chat.Connie was a ‘10’, an eyeful for a Monday morning.Blond and blue-eyed, with a fit and nicely curved body, looking at her was a good way to brighten anyone’s mood to start the week.Thankfully, my secretary, Betty Kaiser, was away from her desk doing something or other, as I was in no mood for chit-chat. My mind reset to my problems at hand.I had to prepare for the big mediation the next day.But I couldn’t get out of my mind what Greg Schilling’s dead body must have looked like.
My client, Oilfield Dredging, had walked off a dredging project on the western shore of Florida after encountering more than just limestone in a land development project.A developer, Sunset Developers, Inc., planned to build a set of canals into its sprawling thousand acre tract on the shoreline so that landowners could get their boats into the Intracoastal Canal and then out to the Gulf through one of the cuts into the Gulf.Noting that no one else was bidding on the project, Oilfield had made a bid with what Bill Casey, Oilfield’s CEO, thought was a big profit margin.The plan was that Oilfield could dredge out sidebar canals for landowners after creating a major ‘U’ shaped canal into the Intracoastal Canal, encountering mostly sand and then limestone. Just like the Texas Gulf shoreline.
What Oilfield had not counted on was that limestone is often burdened with flint, and in this case it was a nightmare.The limestone was heavy with flint, and flint is so hard it can’t be efficiently dredged without explosives or pile drivers.Casey had tried to renegotiate his deal with the developer based on a legal theory called “mutual mistake of fact”, but the case law didn’t really help Oilfield under Florida law.I chuckled about that doctrine.The rule was that if both parties to a contract agreed to a bargain under a major fact or set of facts that both were mistaken about, a court could help the parties by changing the terms of the agreement. One of the few doctrines carved out of the basic rule that contract terms are fixed in concrete.I could imagine Sunset Developer’s lawyers rightly saying that soil conditions weren’t mentioned in the contract, so Oilfield just had to abide by the contract and deliver the dredged canals according to what was called for in the agreement.“A deal’s a deal,” they would say. What a mess.The bickering between the parties dragged on without resolution for a month or two, but the developer needed the canal and boat slips finished to be able to complete his development and start selling lots.Given the circumstances, no other dredging company would touch the project at any price.Finally, both parties decided to see if some resolution could be reached and the canals completed through a legal mediation.Oilfield had told me that finishing it under the original pricing would nearly bankrupt the company.High stakes.So here I was sitting at my desk trying to conjure up some good arguments for the mediation to justify a major price increase in the fixed price contract.
Mediation is like a Kabuki dance.A very formal, structured process.First, each party gives the mediator a confidential, two-page summary of the dispute and its view of a proper resolution of the matter.Then when the process begins, everyone gets together to state their case to the other side and to the mediator.That’s when the parties argue their case and the legal rules that apply, and then each side replies to the other’s arguments.During the lawyers’ arguments, the mediator says nothing, but is mainly there to listen to the arguments and keep order.After this meeting with everybody, each side adjourns to a separate room, and the mediator conducts a sort of shuttle diplomacy, trying to get the parties to agree to some compromise, which is where I wanted the dispute to go.
Tom Granger strolled into my office not ten minutes after I’d started studying the Oilfield file.Tom was always on the move.I couldn’t figure out when he got any legal work done.He was the quintessential general attorney, one who took on small pieces of litigation, divorces, business acquisitions, and real estate.His even temper and his refusal to get into arguments over firm matters explained why he was the managing partner.Late forties, trim, lightly greying and tall, a slight smile usually on his face.Detailed and careful, like most lawyers. Tom, not Don Smith, was the natural leader of the firm. Don was Don Smith, the co-founder of the law firm with Tom as well as Greg Schilling’s business partner. Tom freely admitted that he wasn’t “managing” — he was just trying to impose some semblance of order on a tumultuous law business.His favorite quote was that managing lawyers resembled trying to herd cats. Only eight years older than me, he genuinely greeted my arrival at the firm with open arms.
“Why in the world would Greg kill himself?” I asked Tom.
“A tragedy.A real tragedy.Don’s not coming in, but I talked to him.He’s in utter shock, undertandably. I can imagine what it was like to find Greg that way — as you know they were close friends.Greg didn’t show any signs of trouble.In fact, he was at his office seeing patients Friday. A mystery.A nice home, nice family, a urology practice to die for, and a number of successful real estate investments.”
“I would guess that the police or someone is going to do an autopsy on Greg to see if he had drugs or alcohol in his system,” I said.“Was anyone with him last night?”
Tom shrugged his shoulders. “We just don’t know anything right now.I guess we just have to carry on and see what more we can find out from Sarah and from Don.I’ll let you know if I hear anything.”And with that he quietly pulled my door shut and wandered away.
Our small group of attorneys deliberately officed near the Houston Medical Center, rather than downtown since we catered mostly to doctors and their legal needs.Our offices were in a nondescript, modern building whose principal tenant was a big computer company.The offices were very modest, since we lawyers figured that doctors would prefer a law firm that didn’t have lavish offices and furnishings. There were only ten of us, with three partners, all in the firm name: Smith, Granger and Albert.
I was the new kid on the block, having joined the firm six months ago.I’d quit the big firm of Brown and Cutsinger, where I was a lowly associate, to go instead with Smith, Granger and Albert under the enticement of a promised early partnership and the oofer to be in charge of a big new client.The offer sounded like an opportunity I just couldn’t pass up.
The new Clint was exciting.Don Smith and Greg Schilling had assembled a large portfolio of raw land investments fueled by Houston’s rapid growth.In most cases the land was on the outskirts of present developments around Houston, and in four years they had bought up twenty different properties costing more than $120 million.Their rapid-fire acquisitions were financed by making a small down payment --- generally ten per cent of the purchase price --- with the rest of the purchase price either bank-financed or owner-financed over ten years.Smith and Schilling invariably got the equity down payment from individuals, mostly rich doctors, and set the deal up so that they got fifty per cent of the profits after investors got their money back, plus an annual return of eight per cent when the property was sold.Each year investors were billed for that year’s note pay-down on each property, but the idea was to flip the properties after three or four years.
The story Tom told me was that Greg and Don had undertaken the millions in debt.The burden of those debts had motivated them to get involved with an ex-lawyer named Norm Brady.Brady controlled an insurance complex that was a cash cow. The plan was to combine Brady’s company with Greg and Don’s real estate holdings. Sounded like a good deal, since Smith and Schilling would then end up with eighty per cent of the stock of the combined enterprise. I had been recruited to be the one to handle the corporate work and the litigation for the complex, whose parent company was called Old Mississippi Insurance Company, OMICO for short.
For now, though, I tried to bury myself in the Oilfield dredging dispute mediation issues to get Schilling’s death out of my mind.I wondered how his suicide would impact me and my new law firm.Would the banks call their loans, causing everything to implode?
I spent all day coming up with a number of theories and arguments that I thought would help Oilfield, researching Florida law on such things as “mutual mistake of fact” and “intent of the parties”, but the truth of the matter was that a resolution of the fight depended entirely upon who had business leverage over whom.After spending five hours getting ready for the next day, I felt entitled to leave early after remembering my thoughts about spending more time with the family on my way to work that morning. I was ready for the next day.
On my way home, I thought about Mary and our family.I’d met Mary at the University of Texas when I was a sophomore, and we got along well.She came from a little town near Amarillo, Pampa to be exact.I was looking for someone to be with long-term, and she was too.But more than anything she didn’t want to go back to Pampa.Houston was Boomtown USA, and when I told her I was going to law school and then to Dallas or Houston, she stuck to me like glue.Mary was and still is pretty.Dark brown hair, dark blue eyes set in a thinnish face, with a small upturned button nose.Not knockdown gorgeous, with a good but not extraordinary figure.Smart too, and as it has turned out, very maternal.Most of all she was organized and could handle the chaos of managing children and our household, relieving me of doing much of anything other than my lawyer thing.Life with Mary was not all roses, however.Right after we got married, Mary showed that she had a temper and could fly off the handle.Sometimes I thought her two sides, the “good Mary” and “bad Mary” were so prevalent that maybe she was bipolar.You never wanted to be around her when the bad Mary was present.If the kids were around when the bad Mary was around, she’d find some petty thing they’d done or not done and berate them at length until the victim retreated to his or her bedroom.At least nothing physical.
No one’s perfect, though, and I’m sure my bad habits — withdrawn and silent when I was in a depressed mood, drinking too much Crown Royal, my favorite whiskey, off and on — irked her too. So I loved her with her flaws and she loved me back.She even helped me get through law school.While I was grinding away in law school, Mary worked in a boring administrative job for an architectural firm in Austin to help make ends meet.Given my workaholic ways, after the kids arrived she had almost complete responsibility for both Brett and Amy and running our home.That was a full time job.I owed her, bottom line. Still, the two of us lived in separate worlds.
That evening I wanted to do something different, so we went bowling, for me mostly to get away from the stress of tomorrow’s mediation and the after-shock of Greg’s suicide.With the office in a bit of turmoil, and with my introspection that morning on the way to work, I’d mentally pledged to spend more time with my family.Brett and Amy, just five and four, are good kids and fun to be around. When we had Brett, I assumed that he would be a clone of me, but I learned quickly that one’s children are very different from their parents, both the way they look and in their personalities. Brett was a typical first child, doing everything by the book, a bit introverted.He had dark brown hair, like Mary’s and mine, but was thin and wiry, not at all like my “big-boned” self.People said he looked a lot like me.Amy was the rebel, fighting rules and declaring loudly her independence, even at her early age.She was a curious mixture, blond and blue eyed, but as she got older her hair was turning darker.Unfortunately Amy was chunkier than Brett but still attractive.She was the athlete, good at slugging the ball at T-ball games.The kids adjusted to Mary’s periodic temper fits, simply choosing to run away from them.All in all, I was grateful for a mostly stable home front.Like every couple, of course, we had our differences.I could live with that.
That being said, before and after the bowling alley, we had a bit too much to drink, and Mary and I got into the usual argument about her disciplining the kids too severely, but the anesthetic effects of the Crown Royal let me sleep that night and escape the stress building from the mediation the next day and the worries over what would happen to the firm and to me because of Schilling’s suicide. And I stopped thinking about how Greg Schilling’s body looked.
The next day was another grey day.The temperature had been getting warmer.Spring was in the air.The trees were in full bloom, and the azaleas were budding.I got into litigation mode on my way to the office.I subconsciously congratulated myself for even getting Sunset Developers to even agree to mediate with Oilfield.I’d asked Bill Casey to come to my office an hour before the mediation to tell him as forcefully as I could that, from a purely legal standpoint, he had no defense to a lawsuit.As the owner and CEO, he’d agreed to do the dredging and soil conditions were not mentioned in the contract, so he was screwed.If there was a lawsuit, Oilfield would simply have to pay the costs of completion that exceeded the contract price, regardless of whoever completed the dredging.
Bill was built like a fireplug and, although in his fifties, looked as if he could do any job to be done at Oilfield regardless of its difficulty or strenuousness.I remember the first time I shook hands with him.Mine were soft.His were rough and calloused, and it almost hurt when his handshake closed in on my hand.Deeply tanned, about six feet, with light brown hair and green eyes, he sure looked the part of a contractor.He’d give a good appearance in the mediation . . . or a trial if that is where matters went.Casey seemed to have already come to the conclusion that Sunset held four aces, but I said I would argue the best I could and hoped that we could get something out of Sunset.I told Casey about the old lawyer motto:“If the facts are against you, argue the law.If the law is against you, argue the facts.If both the law and the facts are against you, just argue.”I had recommended the mediation because my experience was that lawyers can turn black and white facts into grey, creating doubts in everyone’s minds, and mediators would always remind the battling parties how costly and expensive litigation always is, even if the party “wins.”Compromise is the inevitable theme of mediation.This particular mediator, ex-Judge Maria Gomez, was big on compromise.I’d been subjected to her battle for compromise before.That’s why I pushed to use her.
The mediation began well, and both sides stated their case.All I could do when it was my turn was to plant a seed of doubt in Sunset’s lawyers’ minds about the strength of their case and argue the mutual mistake of fact doctrine.I told Casey to act self-righteous and convinced he was on the side of truth, right and justice.He did.Then we were bput in separate rooms for the judge to do her shuttle diplomacy to seek compromise.“I guess I’d be willing to start the job back up,” Casey told Judge Gomez, “if Sunset will pay me more.I don’t expect to make a profit but I do want to get back most all of my out-of-pocket costs.That means I need another half million on top of the million-one Sunset agreed to pay from the beginning.And I will guarantee that it will be finished in thirty days.”
Gomez took that back to Sunset, and after several visits back and forth by Gomez, Sunset agreed to add $375,000 to the contract price. My plan had worked!The main reason it worked, however, was not my silver tongue and overpowering arguments, but the fact that Sunset was desperate to finish the development, and no one else was standing around to do the dredging.With our judicial system’s tendency to move at a snail’s pace, Sunset had no quick recourse and had to deal with us.Of course my client was pleased.After Casey and I congratulated each other, I left the mediation without going back to the office, in the best mood I’d been in for that past several days.
That night, Mary and I went out to dinner at Lillie’s Steak House nearby with two couples who lived in the neighborhood.Everyone around us seemed to be the same kind of insular family. . . a husband who was a lawyer, accountant or some sort of investment guy, with a wife who’d put her career on hold while having two or three kids.A fun time.Mary was her usual self, lively, humorous and obviously a good friend of the other wives.We all celebrated that night.
My success took the edge off Schilling’s death.I breezed into the office the next day, a bit later than usual.I was greeted by Connie in the reception room, smiling broadly.A beautiful young woman.A good way to start my day.
“Good morning, Mr. Mariner!Congratulations on your mediation.Everyone in the office is talking about it.”
“Thanks, Connie.Call me John from now on.Mr. Mariner makes me sound old.”
“Okay.John it is.Have a good day,” she said with a chuckle.
All the other lawyers in the office came in during the day to congratulate me.The glow didn’t last long.I couldn’t afford to take much downtime since I was overloaded with the prospect of handling OMICO’s work.Don typically had taken charge of OMICO, counting on having Greg’s forty per cent ownership supporting his forty per cent, giving him dominant control of OMICO. Sally Schilling was all for that.However, Don was no administrator so he’d appointed Norm Brady to be in charge of running OMICO’s day to day business while he addressed the real estate investments and the debt problems at OMICO.By noon Brady was on my ass.I had had a visceral and immediate negative reaction to Brady when I first met him, but of course it was not part of what I did for a living for me to think of my personal feelings toward clients.As a junior lawyer who needed to make points with the partners, I was the only one who would or could deal with him.I’d only met him briefly the very first day after the OMICO deal was signed — Tom had handled that.Maybe I had him wrong.
You wouldn’t choose Brady as a client.The rumor was that Brady was an ex-lawyer because he had done something very bad in his home state of Louisiana, and the state bar had offered him a chance to resign and give up his license rather than get disbarred in a public hearing.Brady had what I thought was a split personality.He had a deep baritone voice, and with people he wanted to impress or deferred to, he’d be the most personable, friendly guy.But with people he supervised or thought he was superior to, Brady bullied them, especially any lawyers who had to work for him. Jealousy perhaps, maybe anger over how he’d been treated, maybe simple revenge against our profession.Who knows? He was only five feet two and rotund, almost a caricature of a Louisiana political boss. I had a vision of a portly Huey Long as he strolled into my office from the reception area.Unbeknownst to him, the lawyers and secretaries privately called him “Upbrading,” an apt description.
The biggest reason I came to dislike working for him was that he “edited” information, the fear of every lawyer.By that, I mean that Brady and clients like him only furnished the facts that they thoughtI needed.I never got the full story, and because of that, my work was always laden with some danger of making incorrect assumptions and mistakes because of critical missing information.
Brady swaggered in, dressed in a fancy pin stripe suit, white shirt and expensive silk tie.Clearly agitated, this time at least he was friendly.“John, we have a sweet deal cookin’,” Brady said.“Bayou City Insurance is one of OMICO’s subsidiaries, and the previous owners built it up by selling high-priced, small dollar life insurance policies door-to-door.The policyholders pay monthly, and the fall-off of policies- - - those who simply stop their payments- - - is small.It’s a real cash cow, producing a hundred fifty thousand a month.Paragon Insurance Holdings wants to buy it for ten million and will pay cash.”
“That’s great.I’m sure OMICO can use the cash.That sounds like a good price too,” I said.
Brady almost talked over me.“But you see, the problem is that they’re demanding we close before the end of the month so they can book Bayou City’s earnings into theirs for the quarter.A little accounting trick to make Paragon’s earnings look better.We don’t mind, since we’re in a cash crunch.The banks that financed Smith and Schilling’s real estate deals are all pressuring us for not only current payments but a prepayment, just to show them that OMICO can handle pressure, They’re worried about the impact of Schilling’s death on OMICO. Today’s Tuesday and we have to close by Friday since month-end is on Sunday.Do you think you can do that?”
“Well, Mr. Brady, closing a ten million dollar deal in less than a week is gonna be tough but I’ll give it a try,”I said hesitatingly.
“Keep the documents short and simple and of course favorable to OMICO.Can you have a draft tomorrow?”Upbrading was always pressing, always asking for more than he should have from his professionals.
Brady’s commands meant a late night for me.“Sure, but it might be later in the day.”