Chapter 75: The Final Act

April 9, 1997, Cincinnati, Ohio

Ben van Hoek simply stared at me. I stared right back, trying to ‘read’ him the way I did my friends at the poker table. Ben had the lawyer’s steely visage, but I saw a slight color change in his ears, telling me his blood pressure had just gone up. Tiny beads of sweat on his temples confirmed my suspicions, at least in my mind. The only question was, would Ben admit to it, or deny it.

I’d flown down to Cincinnati early on Wednesday morning, had coffee with Joyce in her office, and then had met Ben for a private lunch at a small restaurant about five blocks from his office. I hadn’t told him why I was coming, or given him any hints as to what I knew; I had simply asked him to meet me for lunch. I waited until our food arrived and we had started eating, before I told him why I was in Cincinnati. He ate quietly for a few minutes without responding.

“What is it you want?” he finally asked.

“The truth, Ben. I’m not looking for vengeance or a settlement. I just want the truth. Obviously, if it’s what I suspect, then the relationship between NIKA and your firm will have to change.”

“Will you believe me if I say I had nothing to do with it?”

“If you’re telling me the truth, then yes.”

“Isn’t that something of a circular argument? You won’t believe me unless you believe me?”

“You know about my poker skills, right?”

Ben laughed, “I knew you were going to be a good poker player when you were fifteen! I know you take this as the ultimate insult, but you would have made an excellent attorney.”

“Damning me with faint praise,” I replied with a slight smile. “But thank you.”

“Nothing that’s said here can ever be revealed to anyone, except perhaps your corporate counsel, if you need advice.”

“My dad and Joyce will need to be told something; they know why I’m here and what we’re talking about.”

“I wish you hadn’t done that, but OK. I know your dad will keep this private.”

“So will Joyce; Sicilians know about «omertà».”

“And vendettas,” he replied.

“She’s not going to do that,” I replied. “She didn’t kill me when I broke up with her.”

Ben shook his head, “OK. This all stems from the issue with Braun’s son.”

“And in other news, water is wet,” I replied tartly.

“It took every bit of influence Volstead had to force that settlement and to cooperate with you even that small amount. Braun looked at switching from your software to others over time - BLS, Lone Star, and recently, Hastings Mill, but he could never convince the partners to abandon NIKA Legal because it worked exactly as we needed it to work, and we had direct input into future development.

“Braun knew about your attempts to buy Lone Star, and that stuck in his craw, because it would make you even stronger, so he decided to try to prop them up. I do not know how he convinced Volstead to go along with it at first, and, to be honest, I don’t care. I got wind of it because a person very close to me at the firm told me that the named partners were close to announcing a deal for an investment in a company that provided legal software.

“I agonized for a day about what to do, then confronted Volstead with what I knew, and told him that if it ever got out, the entire settlement deal would be exposed, and we’d open ourselves to an investigation not just by the Bar Association, but by the Justice Department as well. The fact that we paid you would be ample evidence that the firm itself was guilty of civil AND criminal copyright violations. That would be the end of us, even without any formal charges or a lawsuit by you.

“At that point, Volstead insisted I keep things quiet and said he’d object to Braun’s plan, which he did. They pulled their capital about three days before the deal was supposed to close, and refused to provide the promised written funding commitment. From what I understand, Nathan Edwards flew here to try to change their minds and was told they didn’t know him.”

I nodded, “Thank you. And I believe what you’ve told me. But some things have to change. The only way things could even remotely stay the same is if both Volstead and Braun were to resign from the firm and not even have ‘emeritus’ status.”

“That’s not going to happen.”

“I didn’t expect it would. I have to remove your firm from the future development group, and your firm’s guaranteed seat on the User Group Board has to be relinquished. You already resigned as Vice President, but your new attorney can’t simply step into that seat.”

“Would you at least meet her? I think you’ll find she’s your kind of person. She’s undergone some pretty serious trials and tribulations in her life, and she’s worked hard to get where she is. She’d be a real asset to the User Group board.”

“I hear you,” I replied, “but look at this from my perspective. How do I ensure your named partners don’t fuck with me again? Clearly, their promises don’t mean a damned thing, and you know my take on THAT. I just don’t see how she could be free of their influence, or how information she had wouldn’t get to them to be used for whatever nefarious purposes they might devise. There is only one way this goes forward with no changes, and that’s what I said earlier.”

“And I do not see that happening.”

I shrugged, “I could always make a call to the Ohio Bar Association, and provide them with the affidavit from Nathan Edwards as well as the agreements we signed after they copped to Braun’s son stealing our software.”

“They didn’t do that.”

I smiled, “And you don’t think I didn’t get sworn statements from his ‘customers’ that he was the one who sold them the modified, unlicensed, unpaid copies of our software? It’s not difficult to put two-and-two together.”

“Are you seriously sitting there, threatening me, after everything we’ve been through these last twenty years?”

I shook my head, “I am making no threats against you, Ben. None. I’ve always known you to be an ethical, reasonable, and practical man, both personally and in business. My question for you is whether you can, in good conscience, continue working for those two. I know for certain that I couldn’t. If this new lawyer is as good as you say, why not form van Hoek, Mills, and Associates, and take some of the associates from Volstead and Braun with you?”

“That’s not quite as easy as you think. I’d have to buy my way out of the partnership, and there are all sorts of agreements.”

“Which, in my mind, would be voided by the unethical and illegal behavior of the named partners. I doubt they would blink if you started your own firm.”

“We’d need capital, and as I said, I’d have to pay off Volstead and Braun to leave.”

“Can I ask about that? I mean, I get buying into the partnership, so that you have skin in the game and recapitalize the firm, but what’s with buying your way out?”

“Leaving by any route other than death, retirement, or debilitating illness invokes a penalty clause. It’s intended to keep me from doing what you’re suggesting.”

“How will that clause stand up in court if you leave because of malfeasance, unethical behavior, and criminal activity?”

Ben smiled, “I’d have to hire a lawyer, which would cost me a fortune.”

“Poetic justice,” I grinned. “Negotiate a deal with them. You’re all lawyers, after all. That said, I know of someone who could provide startup capital, and would do so if I gave my personal guarantee.”

Ben nodded, “You do have friends in the right places and your word carries an inordinate amount of weight.”

“Because I don’t break it,” I replied. “You know that.”

“Which was my point to Julie eighteen years ago. Even at sixteen, you were a man of your word.”

“And I give you my word that if you walk away, all the benefits that you currently have from NIKA at Volstead and Braun will be transferred to your new firm. And we can get you set up with computers, networks, and everything else you need. And I can certainly bring you some clients.”

“Let’s finish lunch and you can meet Jocelyn. I need some time to think about this. How long do I have before you feel you need to act?”

I shrugged, “It needs to happen relatively soon, but I also know you can’t do what I’m talking about in two or three days. Call it the end of May. That’s before the next ‘futures’ meeting. We won’t have new beta software until Fall, on our usual cycle.”

“Thanks.”

We finished eating and walked back to the office building where Volstead and Braun was housed. I wondered if that was a good idea, but it had been Ben’s suggestion, so I didn’t object. He led me to a very nice office where I saw a beautiful, dark-haired woman who was about my age. On the desk behind her was a picture of her and a man who I assumed was her husband, with two kids. Next to it was a picture of a mangled late 70s car. The husband in the picture had sandy-brown hair and a neatly trimmed beard, but both kids were strikingly blonde, and didn’t look like either parent, leading me to believe they were adopted.

“Jocelyn Mills, meet Steve Adams from NIKA.”

We shook hands and exchanged greetings.

“Ben tells me you’re from Milford,” she said.

I nodded, “I am. You’re from Rutherford?”

“West Monroe, but I ended up in Rutherford, which is close.”

“I was there last fall. It’s a very nice town. I’m sorry, but can I ask you about the picture on your credenza? The one with the car?”

“It’s there to remind me that every single day is precious. The Summer after my Senior year in High School, I was hit head-on by an elderly man who had a heart attack or stroke. I nearly died that day.”

I pulled my ‘Lucy Nickel’ from my pocket and held it up, “This is a reminder about a friend of mine who died when a car driven by a drunk driver hit the car in which he was riding.”

“I’m sorry to hear that.”

“Thanks. On the other end of that, I have a dear friend who was in a terrible accident who did survive, and only did so because of ‘Flight for Life’ doctors and a trauma surgeon to whom I will owe a debt for the rest of our lives. I was in an accident myself, which totaled my car, but I only suffered a bit of whiplash and a concussion.”

“Milford? And about my age. Now that we’re swapping accident stories, can I ask a question? It’s a long shot, but it’s been a burning question between Mike and me for twenty years. It’s something Mike has evidence about, but no confirmation.”

“Sure; go ahead.”

“Do you know, with certainty, who invented ‘strip chess’?”

It was more than a minute before I could stop laughing and breathe normally. I had no idea how much Ben knew, but he was going to find out more, because at this point, it wasn’t as if there was any secret that I’d been with Becky.

I nodded, “That would be Jennifer Block, who happens to be the mother to my eldest son. And funny thing, I played it with Ben’s daughter in High School!”

“You what?!” he asked, sounding shocked, but he had a silly grin on his face.

“Right, like THAT is an issue at this point.”

“What am I missing?” Jocelyn asked.

“It’s a long story,” Ben said. “And one I probably shouldn’t tell for Becky’s sake.”

“And I probably shouldn’t have said what I said,” I replied with a huge grin. “But needling Ben was just too tempting. How did that come up?”

“Mike played chess and heard rumors about a guy who had invented it, but in High School he could never find out what the rules were. Then, later, he saw a counselor from Milford at one point, and he asked her, but she wouldn’t spill the beans. Eventually, he met a girl who told him about a guy who I guess is you.”

I chuckled, “I love Doctor Mercer. I’m still seeing her from time to time for my 10,000-mile checkups. Where did you go to law school?”

“OSU. Where did you go to college?”

“Illinois Institute of Technology, in Chicago.”

“Master’s or PhD?”

I chuckled, “Of the adults in my house, minus our domestic, I’m the only one without an advanced degree, except a young woman we’re mentoring who lives with us, but she’s going to be a doctor.”

“And you run your own company?”

“I have a lot of help! There were four of us who studied computer science together at IIT, plus one who studied finance at University of Chicago. And a High School programmer.”

“High School?”

I nodded, “Yes. I ran a company in High School, too. One of my partners from that endeavor sits on my Board of Directors.”

“Wait!” she said with a smirk and a shake of her head, “You’re also responsible for the computer dating program?”

I laughed again and saw Ben’s puzzled reaction; he hadn’t known about that one!

“Guilty as charged, Counselor. And it was developed with the aforementioned partner and Director.”

“I think it’ll be very interesting working with your team and the User Group,” she said.

Ben shifted a bit uncomfortably next to me, but didn’t say anything.

“I think it could work out quite well,” I replied. “It was nice meeting you, and I’m sorry to cut this short, but I need to get back to Chicago. I have a dinner engagement tonight.”

The black-belt dinner, which I did not want to miss. And so long as I caught my flight, I’d make it with time to spare. We said ‘goodbye’ and Ben walked out to the elevator with me. He got in, so we could ride down to the lobby together.

“She’s going to be very disappointed,” I said.

“I know. As I said, just let me have some time to figure out what I’m going to do.”

“I will.”

In the lobby we shook hands, then I walked outside and hailed a cab to take me to the airport.

April 11, 1997, Chicago, Illinois

“The same deal as last time?” Samantha asked.

“Yes. NIKA will authorize the issuance of 100,000 shares of participating preferred stock.”

“Do you have signed contracts?”

I shook my head, “No, and the number I gave you is only an estimate. I don’t know the exact number.”

“But you’re sure he’s going to sell?”

“He hasn’t told me, but according to my attorney in Dallas, he filed motions with the district court to dismiss the lawsuit. That’s confidential, by the way. I asked Deborah not to say anything until the motions are granted. To me, that looks like an act of good faith in advance of an offer.”

“And you expect Dante to actually make a good-faith offer?”

I nodded, “I believe Dante knows that I know more about this business than he does, and that I’ll know if he’s trying to be cute or put one over on me. He also knows that a deal has to be equitable.”

“Can’t you say ‘fair’ in ANY context?”

“I might enjoy going to a fair in fair weather,” I grinned.

Samantha laughed, “That’s not what I meant, and you know it!”

“And you know me better than that!” I grinned. “And so does Dante. I’ll pay him what Peach is worth, plus a small premium, and agree to reasonable royalties for any patents and copyrights he surrenders, though any Peach copyrights would transfer with the company.”

“And your long-term plan?”

“I’m going to run it as a division of NIKA. We’ll eventually bring all customers onto a single version, which will probably be a hybrid of what Dante was selling and what we were selling.”

“You nullified your licensing deal with Lone Star, correct?”

“Yes. Cindi is going to send out a small update that will replace the Lone Star logo with ours, and change the support phone number to ours. The discs will go out on Monday or Tuesday. Cindi has her team aggressively going after Lone Star customers. We shouldn’t have much trouble taking the lion’s share of those because our system can be customized to look exactly like theirs, and the database conversion can be done in place on an SQL server with sufficient storage.”

“Who are you going to tap to run that division?”

“Eventually, that’s got to be Terry’s role, but until Dave comes back, I need him where he is.”

“Who then?”

“My real first choice isn’t available,” I replied. “I want Howard Pointe, but he’s decided to stay in the Navy for the time being, and even if I could change his mind, he’d need to resign his commission and it can take some time for that to be processed, assuming it’s approved. That kind of limits my options. I had thought about Tasha, but she’s an excellent development manager and I’m not sure she’d be good at running a business operation.

“Obviously, someone like Mario or Barbara might be a good choice, but that would just shift the problem to what to do with that person when the time comes.”

Stephanie, who had been listening quietly, finally spoke up.

“What if you assigned one of them to run the new division,” she asked, “and left them in their current role, and let them hire an assistant regional manager?”

“That actually might work,” I replied. “In fact, given that John is our National Support Manager, and is Mario’s named successor, naming Mario might actually work. John actually spends a lot of time doing support and not a lot of time managing, and it’s a lot easier to hire a support engineer than find a good manager with experience.”

“Mario was your first hire, wasn’t he?” Samantha asked.

“No, we hired Dany Keaton before him, but Dave let her go because she wasn’t up to our standards. Zeke and Barbara came not long after.”

“I remember interviewing Barbara,” Stephanie said.

“And telling me to ‘go for it’ because she was a cute platinum blonde,” I chuckled.

“You really got on my case about that, too.”

“I know. You’ve been quiet the whole time until you suggested one of the regional directors.”

Stephanie shrugged, “There wasn’t really much to say. Nothing that happens with Dante surprises me at this point, and it’s still your company.”

“Yes, but we’re quickly counting down, and you’re going to be the zookeeper, so I think you should have some input.”

“I just did,” she said with a grin.

“True. You’re just a lot quieter than you were in the past.”

“I’ve learned a few things from working for Samantha.”

“Good!”

“Are you going to buy Lone Star out of bankruptcy court?”

“There’s no point to doing that,” I replied. “We’ll get the clients we want and I’m OK with Chickasaw and Hastings Mill picking over the carcass. I’m OK if someone else comes along and buys up the intellectual property, too, because we all know this is about relationships. It really isn’t worth spending a dime on Lone Star.”