A Knight at the Opera (7 page)

Joyce was waiting for me in the main lobby, wearing a simple black business suit
that a woman might wear to a job interview. It occurred to me that, in a way, that's exactly
what this was. While, at present, she couldn't become a partner in the firm, there were
certainly other alternatives, depending upon how things turned out. She was carrying a
thick legal size file folder, which I knew contained copies of the partnership agreement and
her husband's will. She was demonstrating herself to be a meticulous, organized
woman.

"Are you nervous?" I said as we rode up in the elevator.

She shook her head. "I'll be fine. But I'm planning to let my lawyer do most of the
talking."

"That works for me. Although, for the most part, my agenda is just to keep quiet
and listen to what they have to say."

I'd never had dealings with PMBT before. I knew it wasn't one of the Big Four
accounting firms or one of the large regionals, but from the decor of its office suite, it
definitely appeared to be a successful company. Someone had spent serious money
outfitting the reception area with three modern brushed nickel tables, plush leather
couches and chairs, and what appeared to be some very expensive artwork.

We approached the receptionist who sat behind a large marble counter. She was
busy sorting through a huge stack of mail on her desk.

Joyce said, "Hi, Vicki."

The woman's smile was subdued. "Good morning, Mrs. Markowsky. I sure was
sorry about Karl. We're really going to miss him around here."

Joyce reached out and patted the receptionist's hand. "Thank you. I appreciate
that. This is Adam Larsen, my lawyer. We're here to meet with--"

"I know. Misters Pennington, Barbereau and Thomas will be out in just a
moment. Would you like some coffee or water?"

"No, thank you."

"Just let me know if you change your mind."

Joyce and I went over to one of the couches and sat down. She smiled, letting me
know she was reassured that I was there, but said nothing. In about five minutes, three
men walked into the lobby, side by side. Something about them reminded me of the Earp
brothers, strutting down the street to confront the Clantons at the OK Corral.

We rose as they approached us. The one with salt and pepper hair, wearing a
light gray plaid suit, had to be Conner Pennington. Joyce had described him perfectly. He
was smooth and poised, with a neatly-trimmed moustache. The second man wore a dark
blue pinstripe suit, a black shirt and white tie. His hair was slicked back and, given that he
was about the same age as Pennington, I presumed he achieved the jet black color through
the wonders of hair dye. Guy Thomas was younger, somewhere in his late thirties. Joyce
hadn't known for sure. His sandy colored hair was worn long for what I assumed were the
conservative standards of a large accounting firm. He walked with his right hand in his
pants pocket, his gray sport jacket pushed back like a gunslinger's.

Pennington was the first to offer his hand. "Mr. Larsen, I'm pleased to meet you.
I've heard quite a bit about you."

I never knew how to respond to that kind of statement, since it could be either a
compliment or an insult, so I ignored it and just shook his hand. "Nice to meet you."

The black-haired man said, "Larry Barbereau." He had a firmer shake, although
not quite the macho "let's see who can squeeze harder" variety. Turning toward Joyce, he
said, "Good morning, Joyce. I'm afraid I was a bit ungracious yesterday afternoon. I
apologize. This has been quite a strain on all of us."

She smiled politely, but said nothing.

I noted that Pennington was watching the exchange intently. I had a feeling he'd
put Barbereau up to the apology, in order to change the tenor of the discussions with
Joyce.

Thomas pulled his hand out of his pocket and shook mine. His mannerisms
reminded me vaguely of Conan O'Brien.

Pennington said, "I thought we could meet in the conference room," and
gestured toward a large room that was visible through a wall of glass wall at the rear of the
reception area. Beyond the glass, I could see the front range of the Rocky Mountains,
gleaming under a clear blue sky. The more distant peaks were still domed with snow.

We started toward the conference room. I hadn't noticed it, but Barbereau was
carrying a small stack of envelopes in his left hand. He let all of us pass, while he paused at
the reception desk and slammed them down in front of the receptionist.

"Vicki, you got my mail mixed up with Mr. Pennington's." He leaned forward, his
face roughly six inches from hers, and said, "Again."

Before she could respond, he turned away and headed toward the door of the
conference room. Being the last one inside, he pushed the door closed behind him as he
told Pennington, "I don't know why the hell you don't get rid of her. She can't even keep the
mail straight."

Pennington just shrugged. They'd obviously had this conversation before. "The
clients like her. For what we pay her, she does fine." He took the seat at the end of the
conference table, which seemed fitting since he was the managing partner of the firm.
Barbereau sat to his left and Thomas next to Barbereau. I took the chair on the other side of
the table, across from Barbereau, with Joyce next to me. She set the file folder down on the
shiny wooden tabletop.

Pennington said, "Joyce, before we get down to business, I just want to tell you
again how sorry we are about Karl's death. This is almost unfathomable."

She smiled and reached out to pat his hand, but she was too far away to make an
actual connection. "Thank you, Conner. I appreciate that."

He turned to me. "You understand that these are just discussions, and that any
agreement we reach needs to be done in writing?"

"Of course. In fact, I have an ethical duty to suggest that you have your attorney
present during--"

He flipped his hand in a dismissive gesture. "We're just talking concepts here.
After we've worked things out, we'll leave it to you legal types to handle the details. Joyce,
you said yesterday that Karl's will contained a provision to the effect that he wanted you to
join PMTB as a partner."

"It does. I brought a copy for you. The original is with the lawyer who drafted it."
She pulled the document out of the file folder and slid it across the table. "The part about
PMBT is on page five."

Barbereau commented, "Well, you've certainly wasted no time going through his
papers."

Pennington glowered at him, but remained silent. Thomas also said nothing, but
for a different reason. His attention seemed to be focused entirely upon Joyce.

And not as a prospective member of the firm.

"Not at all," she said, ignoring Barbereau's barb. "Karl was very organized. They
were easily accessible."

Pennington had taken a copy of the partnership agreement. He thumbed
through the pages until he reached the key language. Pointing with his index finger, he
went through one particular paragraph several times. "It does say that." He looked toward
his partner. "Larry, he expressly asks us to honor his wishes."

"How do we do that?" Barbereau asked, making a show out of pretending to be
perplexed. "The partnership agreement--and our licensing requirements--prevent anyone
who isn't a CPA from being a partner in the firm. Joyce," he said, in what he apparently
thought was a sympathetic tone, "this just wouldn't be possible."

To me, it sounded like he was still saying, "No fucking way," but was now trying
to sugar coat it. Evidently, it sounded that way to Joyce, as well, because she said icily, "Are
you really that opposed to my working here?"

"No, of course not," he said. "I'm not saying that at all."

Her voice was even, but firm. "Then what are you saying?"

"That we can't legally transfer his partnership interest to you. Simply that."

"So, what are the alternatives?" I asked. There was a long silence, while
Pennington and Barbereau stared at each other. Each seemed to be waiting for the other to
say something.

Pennington was the one to break the standoff. "Frankly, I don't know."

"What would you think of Joyce working here as an associate accountant?" I
said. "At least long enough to meet her CPA requirements."

"You mean, and then to automatically become a partner?" Barbereau asked, as
though the thought were totally abhorrent.

"I didn't say that. I understand that a beginning accountant doesn't have the
experience and seasoning you normally would expect in a partner. On the other hand, your
deceased partner did ask you to help her get established in her career."

"So not necessarily to become a partner?" Barbereau asked, frowning as though
he thought I was trying to trick him.

"Not initially. This would be a reasonable interim compromise. I have a feeling
Joyce is going to prove herself be a good accountant. In time, you might decide it's a good
fit."

"Well, maybe eventually," he agreed. "But it takes years. Between us, Conner and
I have nearly four decades of experience. We can't commit to--"

"I'm not asking you to commit to anything. Remember, we're just exploring
options here. What about the short term? Could Joyce work here long enough to get her
required hours?"

It was Pennington's turn to put up roadblocks. "We really aren't hiring. In this
economy, our revenues are down, way down, and we've had to lay off staff. How could
we--"

"You just lost one of the partners," Joyce blurted. "Somebody has to pick up his
workload."

He showed her a sympathetic smile. "Your point is well taken, but he was doing
things at the partner level, Joyce. To be blunt, we have enough grunts to do the nuts and
bolts, day to day paperwork."

"Besides," Barbereau added, "this is all premature. A personal representative
needs to be appointed for the estate, and any possible disputes over the validity of the will
would have to be adjudicated before--"

Joyce obviously did not like what she was hearing. "What possible disputes?"
she blurted. "Are you suggesting that Karl wasn't competent to--"

Barbereau raised a palm. "No, nothing of the sort. But you know his ex-wife.
Gretchen might decide to contest the will. And, until the circumstances of Karl's death are
sorted out, it may not be possible to--"

"That's utter nonsense!"

I decided it was time to drop the bomb. They were obviously playing games with
us and had no intention of ever hiring Joyce.

In a sorrowful tone, I said, "Well, I have to admit, it doesn't look like you have a
spot for Joyce anywhere around here." I nearly added, "Unless Mr. Barbereau gets his way
and fires the receptionist," but I suppressed the impulse. What I did say was, "That just
leaves the matter of buying her partnership interest. That's what the partnership
agreement requires. We'll hire someone to prepare an evaluation of its value, and then you
can just write her a check for her share."

Both of them reacted, and neither of them looked happy. Barbereau demanded,
"Write her a check? How the hell would we do that? Our accounts receivable are up
through the ceiling! And our cash flow has practically slowed to a trickle."

"He's right," Pennington chimed in. "We're struggling just to meet payroll."

I shrugged, giving him the same sympathetic smile he'd shown to my client. "I
don't know what to tell you. The partnership agreement gives each of you a first right of
purchase. If none of you decide to exercise it, then the partnership is required to--"

"I know what the damn partnership agreement says," Barbereau shouted, and
slapped his open palm loudly on the table. "I don't need you to tell me."

Pennington was staring at me. He had picked up the subtle threat in my
suggestion. "Precisely when are you proposing that we 'just write her a check,' Mr.
Larsen?"

"Oh, not immediately. I understand that you'd need time to make arrangements
with your bank. That might take a few weeks." The three men exchanged uneasy glances
and, of course, I knew why. The bank that had been funding their line of credit was one of
the fourteen Colorado banks the FDIC had seized in the past nine months. The PMBT
account had been acquired by another bank, and no new advances were going to be
approved against their line of credit for the foreseeable future.

Financially, they were caught between the proverbial rock and hard place.

"I don't see how we could do that," Pennington stammered, suddenly looking a
bit pale.

"We're just talking, remember? I'm just pointing out that you gentlemen have
eliminated all of your options but one. If you were more flexible about the other
possibilities, I imagine Ms. Markowsky would be more flexible in terms of when and how
she was paid."

"We need to think this over," he said.

Thomas spoke up. "Boy, do we ever."

"I don't," said Barbereau. "This is blackmail. And I'll say what I said yesterday.
No fucking way."

His tone and demeanor indicated that the meeting was over.

* * * *

When we left the PMBT offices, I could tell that Joyce was fuming about
something. I was pretty sure she wasn't mad at me, but I had no idea what the issue
was.

"What do you think?" I said, as we waited for the elevator.

"They're a bunch of pricks."

Figuring she needed to vent, I waited for her to go on.

She did. "That Conner tries to pretend he's nice guy, but in his own way he's just
as bad as Larry. Maybe worse. Karl once said that either one of them would stab you in the
back--except that Conner would at least look sorry while he did it. And that weasel Guy
Thomas! He just sat there and barely said a word."

"That's true," I said. "He spent the whole time staring at you. You do know he
has a crush on you, don't you?"

A flicker of amusement danced in her eyes. "Yes."

"That's why he didn't say anything."

"They're going to screw me, aren't they?"