Meet The Lawyers

Rosemary watched the elevator door open and stepped off on the 11th floor. Directly in front of her, she saw the sign that said simply Graham, Graham and Associates, L.L.P., in polished brass letters set off against a wall painted an unusual even distinctive shade of blue. She knew that the sign was intended to impress clients and intimidate opposing counsel and she never failed to feel a strong reaction herself when she came up here. It wasn’t fear; they were after all her attorneys. It was more a mixture of awe and a strong sense of the solidarity of the firm. Edward and John Graham were descended from the oldest branches of the local aristocracy in the city, perhaps even this whole region of Ohio, and they had the manners and pedigrees to prove it.

Edward was the rock-solid head of the firm. His mother once told Rosemary that he had begun wearing a three-piece suit with matching vest to school when he was eleven, but she wasn’t certain whether to believe her or not. Edward had been the original attraction to the firm for the then-nouveaux riche Harry decades before. Over the years, the two had become more than lawyer and client. They were best friends. She knew that Harry’s death had affected Edward nearly as hard as her. Rosemary was uncertain whether Harry was ever aware of Edwards brief affair with his first wife Claire, but she knew he was not alone. Claire had really gotten around. After, Edward had clearly felt remorse for betraying his friend and spent the rest of Harry’s life seeking to make amends to his friend. There was nothing quite like a momentary lapse of youthful judgment to cement a life long friendship! It wasn’t that he offered Harry discount legal services, or anything like that. Graham and Graham wasn’t that kind of firm, and besides that might have led to awkward questions Edward wasn’t prepared to answer. The firm always charged Harry full rates, but gave him more and better personal legal attention than any of the firm’s other clients.

Edward’s brother, John M. Graham was another story entirely. Edward loved his younger brother and had watched out for him ever since John entered the exclusive prep school where Edward was already captain of the varsity baseball team. John wasn’t an athlete or a student leader; he also wasn’t a bad kid, Edward told himself and others. Actually, at 43, he wasn’t a kid at all, and hadn’t been for decades. Yet, Edward, at 48 still thought of him as his kid brother. John had a history of continual bad judgments, and getting involved in scrapes that Edward had to help get him out of. Edward had promised his mother in the final stages of her terminal cancer that he would watch out for Johnny, as she always called him, and thus far he had been good to his word. When he thought about Claire and their affair — which he seldom did anymore — he wondered why it was that he and not John had gotten involved — however briefly — with Harry’s first wife.

John never brought in any big clients for the firm. Not only wasn’t that his role; it also wasn’t necessary. Edward seemed to know everyone in the entire region, and when they needed legal help they would come knocking at his door — wills, divorces, annulments, real estate, corporate law, tax law — the firm offered the full range of legal services. Although Edward and John still spoke of their “small, family firm,” in reality they had seven full partners, a dozen junior partners and nearly 50 recent law school graduates on staff.

As part of his role in the firm, John was very active on the boards of local charities. At various times, he had been a board member or president of the local two-county United Fund, a founding board member of the Community Foundation, the local Episcopal Church board of trustees, and the regional Ohio State University alumni association. In addition, he did pro bono legal work for at least a dozen local nonprofit charities, assisting and advising them on everything from unrelated business income to board liability. John’s enthusiasm for this kind of local philanthropy appeared to be unbounded, and Edward had to admit John was very good at this, not only the legal matters but also general management — far better than any of his other legal work — but in this case his enthusiasm, as it often did, had gotten the better of him.

Edward learned of what John was doing when he got a call from Madeline Klein. Edward knew Madeline from the years she had worked as Harry’s publicist. She had been a key member of the small group that had managed what Edward thought of as the cover-up of the real Harry Mueller; the manufacture of that ridiculous public image of Harry as a heartless miser and scoundrel. He regretted the whole thing particularly since the publication of the scandalous obituaries. He wished they had never gotten involved in this. Rosemary had called him recently after her disastrous interview with Jason Seltzer and he knew now that his friend was forever marked in public memory with the negative public image they had constructed.

Thus, Edward was pleased when Madeline called asking for an appointment for Rosemary with John and him. He was pleased first because Rosemary had kept Madeline on after Harry’s death. She had been very good for Harry, and from what he understood had become a close friend and confidant of Rosemary’s. He was also pleased because it was the first time Rosemary had gotten in touch with the firm, and suggested that she was getting ready to confront the enormous challenges of the fortune with which Harry had burdened her. That’s what it was; a burden. Madeline had also told him that both she and Rosemary’s lifelong friend June Averill had been approached by John “on the Q.T.” and sounded out about whether they would work with him to convince Rosemary to create a large charitable foundation under John’s control. “I don’t quite know how to put this, Edward,” Madeline told him, “ but I don’t think that is a very good idea. I think Rosemary has her own ideas about what to do with the money. June and I discovered quite by accident that John had approached us both, but as soon as we figured this out we had to tell Rosemary. And you. We owe her that.”

“Yes. Of course you do. I’ll deal with this right away. Before we meet with Rosemary,” was all Edward said.

Now, as Rosemary approached the receptionist’s desk, Janelle, who had been with the firm for decades and knew all of the clients by heart, said, “Good morning, Mrs. Mueller. You can go right in to the conference room. I’ll put the water on and bring you a pot of tea as soon as its ready.”

“Thank you, dear.” Rosemary went to the main conference room and stood looking out the window for a few minutes. She could never quite get over how the city had grown anew in recent decades. It was no longer the gritty, dark industrial hell of history, but a shining, green post-industrial marvel. As she was remembering the difficult times after the industrial collapse of the 1980s, when much of the steel industry went to Asia and manufacturing moved south to North Carolina and then Central America, Janelle came in with her tea and as she was leaving she met Edward and John at the door. By the look on John’s face, Rosemary was certain that Edward has confronted John. She was certain that Edward would care of matters satisfactorily as he always did and felt no reason to discuss it further unless one of them raised it, which she doubted they would. Discretion was the trademark of Graham and Graham and she expected they would live up to their reputation. After the usual exchanges of greeting, news about their wives and children, and other idle chit-chat, Rosemary took the initiative.

“I asked to see you both today because I have some tentative proposals I’d like to discuss about what to do with this financial albatross that Harry hung around my neck. I never knew anything about money, but June and Madeline have been coaching me. And Mary Sue. Turns out she has a pretty good head for this!”

At this Edward smiled and interrupted her. “As you asked, I’ve met several times with Justin and the senior staff of Harry’s firm — pardon my use of that term, but even though they’ve been running it quite successfully, for nearly a year now, I can’t quite get over calling it Harry’s firm. They are very much interested in keeping the doors open and believe they can continue to make the firm a success. They’ve even added a bunch of new clients.

“Yes.” Rosemary said. “But, please let me continue.”

“Of course.”

“I don’t wish to know anything at all about Harry’s businesses, but I want to do right by the employees — particularly the long term ones. June helped me research an arrangement — an ESOP, I think its called. . .

“Yes,” John interrupted. “It stands for Employee Stock Option Plan. They’ve become all the rage in some businesses since Wheeling-Pittsburgh steel reorganized the first large ESOP in 1987. But, please continue.”

“Well,” Rosemary continued,” I’d like your help in reconfiguring Harry’s business as an ESOP for the employees based, on the seniority of their service. After some appropriate probationary period — two years, something like that — everyone should receive their full salary, and in addition, a regular, annual assignment of stock options. I think that’s how it works.”

“I’m sure” she went on, “that our friend George the Accountant. . . I’m sorry, I never remember his last name. Harry always called him George the Accountant. Even when he came over to the house for holiday dinners, Harry always called him that. I’m sure George can find a way to put a value on the firm that is fair and equitable to everyone concerned.”

“If there is some reason to do so, you may want to make me a small partner in the arrangement — a one percent equity, something like that — just to signal to the employees that I’m not walking away completely. If there is no good reason to do this, I’m perfectly willing to walk away from the firm completely. I never knew what Harry did there anyway, and I am much more interested in the other parts of my plan. The charitable foundations.

Both Edward and John noted her use of the plural, but held their poker faces honed in years of trial work and said nothing.

“George the Accountant has been sending monthly financial statements to me since Harry died. Mostly I can’t make heads or tails of them, but apparently I am worth in the neighborhood of thirty one billion dollars, give or take a few hundred million.”

Neither Edward nor John showed any surprise at this news and merely nodded in agreement. Neither thought it necessary to add that this figure was continuing to grow even as they sat there.

“I want to make arrangements for as much of it as possible,” Rosemary continued.

“The first thing I would like you to do is to establish trust funds for my friends. I am not going to live forever, and I don’t want them to have any financial worries after I’m gone. So, I want you to make arrangements so that after I die they all can continue to live in my house as long as they wish. That includes Jerry and his wife, even if he dies first, living in the caretaker’s cottage. I assume that would involve putting the property in some kind of trust?”

“We’ll arrange that,” Edward said.

“Then I want you to set up individual income trusts for all of them. June, Madeline, Linda Sue, and Jerry. Talk to George and put around ten million dollars in each of them. George can help you select portfolios of assets — isn’t that what you call them? — that will continue to grow and leave them with incomes for life. And as you get that worked out, add yourselves and George to the list. You guys have always faithfully served Harry. . .”

As she said this, she noted a momentary twitch in Edward’s left eye.

“. . .and its only fitting. I know you probably don’t need a guaranteed income the way the others will when I’m gone, but Harry would have wanted this.”

They both nodded.

“Next” Rosemary continued “I want you to set up a fund called something like The Harry Mueller Fund for Community Improvement in the local community foundation. Put about five hundred million in there and set it up so that John is the primary decision-maker on grants and payouts, but we’ll need two other trustees to protect him from his own worst impulses.”

As she said this, they all laughed, but John clearly wasn’t pleased.

“The community foundation will probably need some additional help with managing the investments in this fund over and beyond their normal fee, so include that in the arrangement.”

At this news, John’s smile returned and he shifted nervously in his chair until Edward gave him a stern glare as Rosemary continued.

“Everything else that I own is to be placed into a fund to be formally named The J.B. And Rosemary Mueller Foundation, but which I hope will be known as The Mueller Foundation.”

“All of Harry’s and my remaining assets are to go into that foundation after the others are created. I assume it’s the one that will have that thing — what’s it called, a charitable remainder trust or something — that will provide my income for the rest of my natural life.”

Rosemary let out a deep sigh and continued. “I don’t know if this is necessary at this point or not, but I want you to know that I intend to create a program or some such within the general foundation for community support and rebuilding over in Dare County, West Virginia. I didn’t see much about it on the news here, but there’s been a double tragedy over there. First, a dam broke and some kind of obscure of hidden community was flooded out. Flash flooding is a continuous problem over there. Apparently, this was not as bad as the Johnstown Flood in 1889 but at least as bad as the Buffalo Creek disaster in 1972. I still don’t know too much about it”

“Then, as if that wasn’t bad enough, two weeks later virtually all of the downtown and most of houses, schools and churches in Barley Mill were destroyed. The underbrush in the area was extremely dry and a tornado not only destroyed a couple dozen houses. It also touched off electrical fires which spread to the brush and the whole town went up in smoke.

“As you must know, Harry was — and now I am — the biggest landowners in Dare County. Even though what I own is mostly forest, I just feel we have to do something to help those poor people out. As you know, Edward, I’ve already made arrangements for emergency shelter; checks to the Salvation Army and Red Cross, that sort of thing. But they’ve been talking about where and how to rebuild and I intend for the foundation to be actively involved. So you’d better get to work on that one first. Madeline and June are already spending four days a week there.

“I assume that your people can draft proper letters of gift for all of the different things that I mentioned. Tell them they can call me if they need any additional information.”

With that the meeting ended. Edward and John sat for a moment in stunned silence at the determination and resolve expressed by the women they had always thought of as somewhat weak willed. Then they walked Rosemary to the elevator and as she rode down, she remembered that she hadn’t told the lawyers about who she wanted as trustees and board members on each of the various financial instruments she was calling for. She would give them a

As she stepped out onto the street, she said quietly to herself, “Harry, for the first time since you died, I am free of the burden of all your damned money.”

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