Chapter 3

"Jeff," she said, "You have to find someone else to cash in as the winner. Someone you can trust to give the money back after all the excitement dies down."

Of course I'd thought of that. The catch was that there was no way to make a legally enforceable agreement, like a contract. Normally that would have to involve a lawyer, and any lawyer would be duty bound to reveal the existence of the deal once he or she learned about the divorce. What we were talking about would be a transparent subterfuge to hide the winnings from the marital property settlement. It would be illegal as hell. The lawyer would have to blow the whistle on it: that officer of the court thing.

And if you made a written agreement between you and the someone else, a private contract, that agreement would always be a secret weapon for either of you if you had any later disagreement. Once again, collusion to hide the winnings from the marital property settlement.

And a handshake-style oral agreement? A famous Hollywood big shot once said that oral agreements aren't worth the paper they're written on. The other person would be free to smile and walk away with my money, and I'd have no recourse.

Under any agreement scenario, if I got caught, the judge might punish me by giving a bigger share to Stacy, or maybe even all of it.

"What about family, Jeff?" she asked. "Surely you must have somebody you can trust?

"Family? My mom and dad are dead. I have a brother, Craig, and a sister, Cora, but they are greedy, selfish people married to people who are even greedier and more selfish. I caught them trying to alter mom and dad's wills.

"Can I trust them? Not with a ten cent loan!

"So who does that leave, Gloria?" I said. "There are a few people like Olly, the security guard. He and a few others are casual friends, but how strong a friend would they be with millions of dollars in their hands and me with no legal hold over them?

Well, at that point, it was a no-brainer. I took her hands and gazed into her eyes. "Of course that leaves you, Gloria. I have absolute trust in you. But my problem is what I told you; I can't put you at risk if something went wrong and the scheme was discovered.

"So I guess I'm gonna make Stacy and Asshole very happy."

I went to pick up the phone to call my faithless wife, but Gloria put her hand over mine and pushed it back down to put the phone back in its charger cradle.

"No Jeff. I want to do it. I'll happily take my chances with the law. You deserve this break, not that adulterous bitch and her lover. You give me that ticket and I'll hand it in as mine, and then I'll hand you back the money as soon as it's safe.

"And there will be no more argument about it. When I had to deal with Cedric and wound up getting you rehired, I showed you that I can be stubborn and ornery."

I couldn't argue her out of it. I tried. I tried every argument I had. But I eventually caved. That woman could out-stubborn me, no question. So I gave in and agreed that Gloria would take my ticket, and say that she bought it. She would go down to the lottery office just before the 180th day and claim the prize, requesting an annuity payout.

Did we have any attacks of conscience about it?

Short answer: "No!"

Long answer: "Hell no!"

No matter what the legal niceties were, neither Gloria nor I saw any justice in letting Stacy and her lover share in my sudden good fortune.

I felt that Gloria did deserve to share. I wanted her to take half, but she was appalled at the idea; it was my ticket, I should get it all. But I insisted that that she had to take a share for her taking the big risk for me, if for nothing else. I offered her 25 percent of the winnings, but she refused. She just didn't want to take anything, but I insisted. "You have your mother to support," I said.

She looked at me oddly, as if she were about to say something, but remained silent.

I already knew that I couldn't out-stubborn her. But I could appeal to her nurturing nature, I thought."Look," I said, "This way you can ensure that your mother gets the best possible care. I insist; either we give you a decent share or to hell with our deal and Stacy will get half."

That clinched it. Neither of us was going to accept THAT! So Gloria grudgingly consented to a 15-85 split. Her 15 percent as a fee for doing me this big favor would be about a measly quarter of a million dollars a year. She allowed as how she might be able to struggle along on that.

As I said, Gloria went along with it, but not without having a mysterious glint in her eye for days afterwards. I didn't know what it meant, but hell, I trusted her, didn't I?

We had a lot of time to kill before she would go get the winnings. She resumed those happy days of coming over to my house almost every night, and I made sure that I didn't get into any moods that would require her comforting. We'd never talked about what happened on that one night, as she had asked in her note. I understood that that evening was not to be mentioned.

There were no dark moods. Just having her around kept me upbeat. Sometimes in the middle of an innocuous conversation, we'd look at each other and we'd just start to giggle like schoolkids passing a secret note.

Over the next six months we had a great time, both at work and outside of it. Being able to see ahead to a life with no money worries has a great effect on your outlook on life.

Gloria loved to hear me ramble on about my theories on how to handle the money. She critiqued my plans for what to do after she claimed the winnings, and how to move the money around to avoid scrutiny. She looked for gaps and mistakes. She had questions enough to make me think we needed to get professionals involved.

I went to the lawyer that I had retained for the divorce, Mister Henry Aldrich, Esq., a courtly old-school gentleman in his sixties. He came as a referral fhrough the AGC legal counsel benefit program. He was part of a large group practice, and I asked him if they handled legal aspects of investments. He nodded.

I told him I had a friend coming into a money windfall, a big one, and asked his advice. He said that much depended on the size of the money to be handled. I told him over $1M a year.

He unbent enough to whistle. "Well," he said, "At the very least, your friend needs a team of advisors. He or she should have a lawyer to protect his legal interests, an accountant to help him handle the disposition of money, and a tax advisor to ensure that whatever decisions he made did not have adverse tax implications."

But most importantly, he said, my friend would need a financial advisor to help him or her invest and manage the money. Each of the four professionals would counsel from his or her own area of expertise, and they might sometimes be at cross-purposes. Thus, it would be up to me, um, that is, to my friend to sort out the middle ground.

"The group practice that I am with encompasses all of that expertise," he said, "But you, ah, your friend can pick whomever he or she wanted. Any professional worth his or her salt should be able to work with any other professional," he said. "If they say they can't, or try to steer you to their own recommended choices, I'd say, walk away. Of course you could look on me as doing the same, but at least I've told you your options."

I quickly thanked him, so as to get off the clock. I'd have Gloria come see him and his group before she went in to make the claim. She'd insist on recording their counseling sessions so that I would understand what advice she was getting.

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Now we had to kill the rest of the time waiting for the lottery payout and my divorce. The TechLit work kept me active but not really busy. Gloria and I could do most of it on autopilot.

I had a lot of nervous energy and a need to be doing something more than the merely routine. So I revived my TechLit online self publishing plan. I priced out the cost savings and the budget and put the whole thing down on paper. Gloria was as strongly invested in the plan as I. She had done a lot of the research, calling around for price information and the like.

Again, trying to be fair and aboveboard, I made my pitch for it to Cedric, and again he shot it down with zero interest. He scribbled his rejection on the front page of the package. With a Sharpie, for emphasis.

That was expected, but it still pissed me off.

I brooded over it, with Gloria as co-brooder, and pondered the next step. Perhaps it was time to consider going out of AGC and trying to sell the service as a small business. Of course it didn't take all that much courage, considering we were just under six months away from being rich enough to consider switching to Republicanism. (Just Kidding!)

The big hurdle was whether we could legally do it. Were we constrained by any commitments to AGC? And if not, what kind of a business should it be? A Partnership? A Corporation? I had done enough research to know that I didn't know enough about it to proceed. I also knew that I didn't know what else I didn't know. We would need professional guidance.

I called for an appointment to see Lawyer Aldrich again, and we talked briefly on the phone. I explained that it was a new unrelated topic.

I described the essence of the online publishing proposal and what Gloria and I wanted to do. I also explained my concerns about whether we could legally market it outside of AGC. I had to ask whether he had ties to AGC that would preclude him advising us. What I meant was that I came to him through AGC's legal assistance program. He said the referral system was hands-off. He and his firm had no ties to AGC in any way. On the topic of my call, Lawyer Aldrich asked me a few questions and told me to send him some documents so he could evaluate the proposition.

Here was my problem. See, management and professional-level AGC employees have to sign a document called an Employment Agreement, or EA. That's what Cedric was briefing me about when I got terminated. It bans moonlighting for a competitor, sharing company sensitive or proprietary information with a competitor, and sharing or using that kind of information if you leave AGC and go to work for a competitor.

The section that troubled me was their insistence that any invention or other creative product that you come up with while at AGC, belonged to AGC, unless you could prove that you did it completely on your own time and there was no AGC activity or knowledge or experience involved in it.

In this case, it was obvious that my experience with the current TechLit support procedures had schooled me on the problems that the online publishing proposal was designed to solve. The way I read it, I was unable to market it outside of AGC. The way the EA read, AGC owned the essence of my proposal.

Lawyer Aldrich sounded unconcerned. He said he wanted to see copies of our EA's - Gloria's and mine - and the sections of AGC's Policies and Procedures that dealt with employment, hiring, firing, and the purpose of the EA's.

I sent him copies of the EA's copied directly from the ones in our personnel files. We had the right to do that; as long as we didn't make them public or send them to competitors. I also sent him a printout of the pertinent P&P sections. That was not my right. In fact it was a clear violation of AGC's policies. Probably prosecutable. Heck, I was becoming an unrepentant malefactor and damned proud of it.

Who could have foreseen my descent into crime? I was plotting to hide marital assets from my adulterous wife, and now I was violating AGC's proprietary policies. What was next, tearing tags off mattresses? Spitting on the sidewalk? Standing on the left side of escalators?

When we had the meeting, Lawyer Aldrich seemed to be in a good mood as he shook hands with us and we sat down at his conference table.

The reason for his good spirits was quickly told, and my qualms about printing out proprietary information were brushed aside. Strictly speaking, he explained, while we had no right to print out the AGC Policies and Procedures for most external uses, this was a special case. As our lawyer, he needed to see the facts governing the case to prepare for his representation. He said if it came to court, and if AGC were to cite the P&P against me, then they would be compelled to make a copy available to him to support anything that they might assert from it. And then he would need a postponement to study it. This way we were saving time and being proactive.

As for the EA documents themselves, Lawyer Aldrich noted that what Gloria had in her personnel file was an unsigned blank version. Apparently she had slipped from secretary to managerial status so quickly that no one had gotten around to making her sign the document. It just sat there in her personnel file and had no legal validity at all, per our lawyer.

Before that, when she was a mere secretary, she didn't rate an EA.

"You can do anything you like, Miss Halop, AGC has no legal hold on you," he told her.

Then he turned his attention to mine. It was signed, all legal and proper-like. It was designed to protect AGC from me going off and competing with them. I also owed them first crack at any inventions or innovations that I came up with while in their employment. Which should cover the proposal, per the EA. It looked like I was screwed. No, that we were screwed. Gloria and her mom were part of the deal now. I didn't even know her mother, but if she was Gloria's responsibility, she was mine, too.

Lawyer Aldrich disagreed. He said that looks were deceiving. Looks didn't mean that it was ironclad. "People have sued and gotten out from under these agreements," he explained. "The courts do not look well upon agreements like this. They are seen as attempts to coerce people into signing away their constitutionally protected rights. The preponderance of the rulings say that they are unenforceable. The First Amendment right of free speech and other constitutional rights cannot be so cavalierly signed away under coercion," he said. "We could always go that route."

Then he turned my EA around and pointed to the signature and date: 3/16/01.

He asked when I was fired and then rehired. I told him fired August 23rd, 2007 and rehired August 24th, 2007.

He asked me to detail for him the routine that I followed to check out on the 23rd.

"Well, Cedric had a checkout list, and as each thing was done, he checked it off. He took my keys, my ID badge, and my Corporate American Express card. He gave me 15 minutes to copy any personal files off my laptop, and then he took the laptop. He read from a blurb about how I was bound by the EA while I was gone from AGC. He gave me my termination check. Then he had me escorted to my desk to pick up my personal stuff, and then out of the building."

Aldrich chuckled. "Wonderful. I expect that at some point they'll try to argue that you never stopped being an employee, but that little routine puts the lie to that," he said. "How was the blurb worded? Did it actually state that you were bound by the EA while you were gone from AGC?"

I didn't understand why that was important, but I rooted through my folder and found my copy of the blurb and passed it to him. I took out all of the documents and spread them out on the table.

He scanned it and smiled.

It beat the hell out of me what he found so entertaining in all this. Smiles? Chuckles? Damned if I saw anything funny in it.

"What it says is the EA covers you while you were an employee of AGC, and while you are no longer an employee," he explained. "Note that it says nothing about what the EA's status is if you are hired back. So we have to speculate about your status then.

"Because they did hire you back, Jeff. Now, this may get a little tricky. The P&P clearly states that when someone is hired, a determination has to be made, based on the employee's job title, whether the new hire has to sign an EA. You came back as a secretary. So you weren't handed an EA to sign.

"I note here that among your paperwork is a finding sheet dated 8/24/08 that says your secretary job title is such that you do not merit an EA. It's boilerplate, but there it is and it's signed by the director of HR.

"Now the tricky part is this: If you were a managerial hire or a professional the P&P says that you MUST sign an EA as a condition of employment. If there was any sense that an earlier EA might still be in force, good legal practice requires that it should so state and state that the EA is not required in such a case. In legal practice anything that is not specifically stated can represent a significant gap or omission. Sound law is written to expressly include everything possible, because anything not included is arguably not covered."

I listened to his explanation. I said it sounded like George Orwell's 1984-speak: "Everything not permitted is forbidden."

He nodded. "The corollary would be 'Everything not forbidden is permitted.'"

"This is circumstantial, Mr. Grundvig, but making decisions out of circumstantial material is the very Res of the law."

I'm sure I looked blank. Aldrich chuckled.

"You'll have to forgive me, Mr. Grundvig. I'm an old-fashioned lawyer who loves to sprinkle in his Latin phrases once in a while. 'Res' is legalspeak for the matter, or core, or substance of something.

"I see the Res thusly: once you were rehired, the original EA was no longer valid. It was null and void and all those other fine legal negatives. If you had been hired back as a professional or manager they would have insisted that you sign an EA as a condition of employment, because they had no reason to believe that you were still covered by the old one. The P&P does not make any provision for that. They did not, in your case, because you weren't hired back as a manager.

"In my opinion, you had no EA as soon as you walked in the door! So whatever moneymaking scheme you come up with is your intellectual property and not AGC's.

"They wrote the rules, and they were careless.

"That's a bad policy that they have there, anyway," Lawyer Aldrich sniffed. "If they're going to insist on the fiction of an EA, every employee should be made to sign one, not just the managers and professionals. They act as if no one else can have an idea. In my experience with corporations, the executive offices and manager's meetings are the last places you'd look for an original idea."

Gloria and I looked at each other, realizing that we had a green light for our proposal. Which brought me full circle back to my original reason for wanting legal advice: the reason why I wanted to be certain that I was not bound to that damned EA.

I laid out my plan for online publication of the technical literature to Lawyer Aldrich. I explained how I had pitched it to Cedric and he had rejected it.

At that point, Lawyer Aldrich chuckled again. I was getting to like the sound of it. He asked, "Did he annotate the proposal in any way?"

"Yep, he wrote 'No Way! Cedric Jennings' on the top."

"Do you have the annotated document?"

I leafed through the documents, found it, and handed it over. He focused on the scribbled note on the front. At last he said, "Mr. Grundvig, with what you've shown me I could argue your case at least three ways, and I think we would win all three. This note is the simplest route. Even if EA's were enforceable, which I've explained that they are not, and you were bound by that EA, which I've explained that you are not, Cedric's rejection would still make you free to do with it what you want. AGC Management has seen it and has rejected it, in writing, in the person of Cedric Jennings."

He leaned back, pleased with himself.

Then he asked what our next step was. I told him I meant to send it to AGC as an outside unsolicited proposal. If we won, we would quit AGC and run their TechLit service as an outside vendor. We would also market it to other companies with similar TechLit functions, as long as they were not AGC competitors.

He nodded, and then said, "Mr. Grundvig, lawyers are notorious skeptics. Almost always when people come to a lawyer like me with a plan or a scheme, the safest thing to do is tell them not to do it. That way, if they do go ahead and run into trouble, they can't come back and blame the attorney for bad advice. And if they go ahead and wind up a millionaire, nobody cares what their lawyer said way back when.

"I've done my share of that. But in this case, I'll go contrarian. I can't think of any impediment to you two people making a go of this. You're both smart people who understand this TechLit business very well. And if I may say so, Jeff and Gloria, most of my clients come in with fairly mundane situations. It's all new and nerve-wracking for them, but I've seen just about every variation of it a hundred times. What you're trying to do is different and interesting. I'd be very pleased if you let me represent you in the furtherance of your plans."

He suggested that we should set up a corporation, and referred us to another lawyer in his group who would walk us through the process of incorporation.

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So we had a free hand, but we waited until the day we were fully and officially incorporated as J&G Enterprises (in Delaware, of all places!). Then we took the plan that I'd pitched to Cedric and formalized it as an unsolicited proposal from J&G Enterprises. We FedExed it to Cedric's boss' boss' boss, H. J. Baldridge, the VP for Corporate Support Services. We had updated the numbers and fine-tuned the proposal as a PowerPoint presentation. Now, in light of later events, I have to stress that I updated the numbers. The numbers were mine.

Three days later we got a response. His secretary called my contact number, which was my cell phone, and asked if we could be available to discuss our proposal at our earliest convenience. The current time was 10:20. I said how about this morning? She was surprised, but put me on hold for a few minutes. When she came back, she asked if 11:30 in their main conference room was acceptable. I said sure.

Since she had no idea we were right in the same building, she asked if we needed directions to AGC. I said no, that J&G was good with that. I had said nothing in the cover letter to indicate that we were AGC employees.

I told Gloria that we were on. We were both pretty jazzed up, but went ahead and wrapped up what we had on our desks. At 11:15, we went online to the Company time report website and clocked out. We would be pitching on our own time, not AGC's. We gathered our materials and our nerves and I went to the bathroom one last time or three. Were we worried? A little. At least I was. Gloria simply put her arms around me for a bodacious hug and said that she knew I could carry it off.

Our hug drew some interested looks and smiles from the people on the production floor who saw us. I didn't care and apparently neither did Gloria.

We walked into the reception area from the back hallway at 11:25, and saw Mr. Baldridge's secretary Olivia Hammel waiting there, expecting to have to escort us. When we introduced ourselves and she saw our green AGC ID badges, she shook her head and dryly said that her boss would be surprised. And that she hoped that we knew what we were doing.

So did I.

She led us back to a conference room. When he came in, Mr. Baldridge seemed momentarily nonplussed when he saw the ID badges, but greeted us amiably enough as we came in. For some reason, I got the notion that he looked vaguely familiar. Mr. Baldridge insisted on a first name basis, and so he was Harlan, and we were Jeff and Gloria. We all turned off our cell phones to prevent interruptions.

The name Harlan tugged at my forgetter — the part of my mind that was in charge of forgetting things.

We explained that we were acting as representatives of J&G Enterprises, and not as AGC employees. Harlan had been eyeing our badges from the moment he walked in the door and he blinked at that statement. "I'm not sure how that's going to work," he noted. "We have EAs that preclude that."

I assured him that we were on firm legal ground. He cocked his head and said that he wasn't convinced of that, but would defer judgment until he heard a bit more about our proposal. He asked us for a few minutes and whispered a few words to Olivia, who left the room. We were soon joined by several of his support staff, who also reacted to our badges as they caught sight of them.

He introduced two of the four. In the prevailing collegial mode, they were Randy and Arleen and were accountants. Number-crunchers, in other words. The other two sat unintroduced and wordless at the far end of the table.

We hooked up my brand new laptop to the projector and kicked off our presentation.

The first bullet in our presentation was that if we won a contract, our own position costs, that is, our salaries and benefits would go away. In other words, if we won the proposed contract, Gloria and I would resign.

The other bullets?

SETUP COSTS: Getting the material ready to print in either the current system or ours had no significant difference in cost. All the text and graphics were in computer file formats no matter how they were to be reproduced. There might have to be some conversion to other software formats, but I assumed that was fairly simple and straightforward. (I'll tell you right now; I would come to regret that casual assumption.)

We had a modest sum for startup costs for the changes to the AGC Tech Support website to put the ordering system online. I would go to every client site to show them how to use our website to order their TechLit. We had a video for each location that showed the steps, and I would demo it.

PRINTING COSTS: These made the greatest difference. The press runs required to bring down the cost per document meant that AGC wound up with shelves full of manuals and such that we hoped would not be rendered obsolete by the next email from Production or Tech Support. AGC wasted a lot of money when we had to toss unused product when the documents had to be changed. The changeable nature of TechLit was made for the normal kind of POD where the cost per document was the same for one unit or 5,000.

My experience with the mean time to obsolescence rates of the various kinds of publications told me when I could get away with a moderate press run, which we would need for some publications. See, there would still be some clients who would need us to supply them with their copies. Lack of adequate printing systems, was one reason. Resistance to change was another. We couldn't force our paying customers to do things they were uncomfortable with.

STORAGE COSTS: In the current system we had about 1300 square feet of storage space, which was charged against TechLit as an indirect cost, as was about 200 square feet for our office space: desks, files and tables for order processing. In the online printing method, there are no storage costs for printed Techlit. In most cases, the clients would print out their TechLit on demand at their own site. We'd order the binders and the first year's paper stock and have them shipped to the client sites; we didn't store it ourselves.

Ah, but, what about the so-called legacy documents, the ones that we still had to maintain because they covered old copies that we had to keep on hand for client with oler equipment. And there were the copies we still had to order in the standard POD manner for the tech-shy clients. I'll cover that later in the presentation.

Another plus was that TechLit's storage and office space was currently down on the production floor, space that was needed by Production. They were currently renting Quonset huts as temporary working space. Freeing up the TechLit storage area and office spaces would give Production a "free" additional 1500 square feet.

If we won the contract all we would need as vendors were a couple of desks with phones and laptop connections to the AGC website, but that could be anywhere in the AGC spaces. There was a whole row of temporary office spaces for use by visitors and vendors at the Admin end of the building. Most of them were empty on most days. J&G Enterprises could use two of those, just like any other vendor. AGC provided them as a courtesy, and did not charge for their use. We were two vendors, needing two offices. There would be ample space in the two offices to store the legacy and POD TechLit. The former would eventually go away. We would work with the clients to lead them toward the POD in their own offices model, which would reduce the latter.

Our overall price for providing the service as an outside vendor would be lower than the existing real cost of TechLit Services. And that was after we had budgeted it with a fat profit margin for ourselves to partially make up for our lost wages and benefits. But despite that, the cost to AGC for the first years' worth of TechLit Support would be 6.5 percent lower than the current projected cost of operations that included us as AGC employees.