“Come in, Sam!” Bennie was expecting her old friend Sam Freminet, who’d sent her the client she was representing this morning.
“Good morning, honey!” Sam entered the office and kissed her on the cheek, and Bennie breathed in his spicy aftershave, since he always smelled better than she did. He looked better, too, his reddish hair in a short feathery cut, his small blue eyes bright behind his rimless glasses with earpieces of tan plastic, and a tan-patterned silk tie and tan suit of light wool, undoubtedly custom-tailored. Sam was one of the most prosperous bankruptcy lawyers in the city and he always dressed expensively, an irony that wasn’t lost on him.
“Good morning, Sam.”
“Why are you so frowny? Getting ready to destroy the enemy?”
“No, then I’d be smiling.” Bennie went around the desk and sat down, while Sam took a seat opposite her, crossing his slim legs.
“Then is it because of the skirt?”
“What skirt? You mean my jeans skirt?”
“Marshall told me.” Sam laughed wickedly. “Honey, please. So what, she bought your skirt. You should be ashamed that you owned a skirt like that in the first place.”
“I was young.”
“Were you also high? I mean, constantly? Or at least when you bought the thing?”
“I made it.”
“Then you were temporarily insane.” Sam chuckled at his own joke. “Anyway, I’m surprised it bothers you. You know you’re old. I know I’m old. We’re old now.”
“We’re in our forties.”
“Like I said. I may be forty-five, but that’s ninety-two in gay years. It’s like dog years. Who cares anyway?” Sam waved her off. “The day I didn’t want to go to clubs anymore, I knew it was over. Now I sit happily at home with Paul. We put on our jammies and watch British crime shows on Netflix. You and Declan never go out either, do you?”
“We don’t get to see each other that much, so no.” Bennie was crazy about Declan Mitchell, a lawyer she’d met on a recent case, but they had a long-distance relationship, since he had a home and a general practice law firm in York. They took turns driving, and Declan was the kind of man worth driving three hours for. She’d never been so happy in her life, but the Mary thing was still bugging her. “Pop quiz. Can Mary DiNunzio represent a sub of a client of mine and sue my parent?”
“Possible,” Sam answered without hesitation.
“What are you talking about? We’re partners. I represent the parent and she wants to sue the sub.”
“But the new rules say it depends on the circumstances.”
“How do you know that?” Bennie didn’t understand how everybody in the world knew this and she didn’t.
“I deal with that issue all the time. The world is changing, girl. The more consolidation, the more headaches. We’re crazy with the parents and subs, constantly running pre-conflicts checks and conflicts checks.” Sam rolled his eyes. “Nobody wants to turn down work. We all parse the circumstances to keep the client. In your case, who’s the parent and sub?”
“The parent is Dumbarton. The sub is OpenSpace.”
“Dumbarton?” Sam’s eyebrows flew upward behind his cool glasses. “Big-time. Nate’s company.”
“Right.” Bennie, Sam, and Nate were all in the same class at Penn Law.
“So you have to deal with Richie Rich.”
“Yes.” Bennie smiled at Sam’s old nickname for Nate. “Don’t hate. He came from nothing. He did it all himself.”
“I know. He’s a self-made asshole.”
Bennie let it go. “Anyway, I think Mary is conflicted out of the representation.”
“Not necessarily. It could go either way, but in this case, it’s okay.”
“What? Why?”
“You want me to tell you she can’t take the case.”
“Of course I do. You’re my friend.”
“You’re shameless.”
“I’m loyal.”
“You’re too loyal.” Sam leaned over, warming to his topic. “Dumbarton is a 143-million-dollar company with twenty-six subsidiaries. I only know because Nate reminds me at every frigging reunion. Size matters to those who don’t know better.”
“But OpenSpace is wholly owned, in the same corporate family.”
“A very large corporate family. Like those Duggars. There’s way too many of them. Give it a rest, people!”
Bennie stayed on track. “Why should it be a different answer if it’s twenty-six subs or two? What difference does that make, in principle?”
“That’s different circumstances, right there. And the subs are spread across the country, aren’t they?”
“Yes,” Bennie had to concede. “And he’s about to acquire two more in the Midwest.”
“I collect watches, he collects companies.” Sam sniffed.
“Your point?”
“Are the board and the officers the same?”
“There is no board. They’re not public companies.”
“Oh, right, of course. Mr. Total Control loves total control.”
“Not like you and me.”
“But we’re fun and he’s not.”
“That’s true.” Bennie smiled.
“How do they handle the legal work for the subs? Do they handle it all in house at Dumbarton?”
“No, it depends on the size of the sub. Some of the bigger subs have their own legal department on the premises, even if it’s one man. OpenSpace is a small sub, so they handle it at Dumbarton.”
“That cuts in your favor.” Sam thought a minute. “Who’s general counsel these days? It’s not Nate, is it?”
“No, he stopped about three years ago. The general counsel is Leo Magid and he runs their department like a law firm, with lawyers grouped according to specialty. He’s got about ten guys in house, at Dumbarton headquarters in King of Prussia.”
“Who do you deal with in house?”
“Not many of them, only Nate.”
“So Nate takes time from his insanely busy schedule to deal with you? That’s the lamest excuse I ever heard to hit on somebody.” Sam snorted. “I bet he prays that people slip and fall so he can call you. If I know him, he’ll be dropping banana peels.”
Bennie let it go. “He likes to keep his hand in.”
“I bet he does.”
Bennie let that go, too. “He doesn’t hit on me anymore.”
“Only because he knows you’d hit him back.” Sam burst into laughter, and Bennie had to smile.
“Puns are beneath you.”
“Evidently they’re not. Okay so back to business.” Sam thought a minute. “Another factor is if the subs are in the same business, but his aren’t, are they? The subs he currently owns aren’t all in construction, are they?”
“No. Some are, some aren’t. He just bought a coat company that donates one-for-one to the homeless, like Tom’s Shoes but in the U.S.”
“He has no social conscience. He’s just trying to get in your pants.” Sam smiled slyly. “You friend-zoned him, but he won’t stay there. He’s that guy.”
“What guy?” Bennie asked, amused.
“The guy who nobody says no to, so he wants whoever said no.”
“Still, no. Please, get back to the ethical question.”
“When we analyze those conflict questions at my firm, we also look at the financial impact the putative litigation could have on the parent. For example, what’s the case about?”