Rough Trade

$40 million, not to mention give him a gold star for neatness.”
    “They’re the clients, Kate,” intoned Eisenstadt, doing aj good job of pretending to be affronted.
    “They’re morons, Stuart,” I shot back in disgust, “morons who are paying us big bucks to save them from themselves.”
     
    While I waited to hear back from the Brandts I summoned Sherman Whitehead to my office. Sherman was the associate who I counted on to do the grunt work on most of my cases. He had a nasal voice, an irritating manner, and an adolescent habit of blurting out the first thing that came into his head. With his acne scars and thick glasses he was practically a poster child for the socially disadvantaged and thus was never permitted in the presence of an actual client. The other lawyers in the firm avoided him, as well, preferring to send him their assignments by E-mail. The truth is that he made them nervous. Scratch the surface of even the most urbane lawyer and you’ll find a nerd screaming to get out. Sherman reminded them too much of what they might have been if their wives hadn’t worked so hard to shape them up.
    Fortunately, what Sherman lacked in social grace he made up for in brain cells. Unburdened by any kind of personal life, he also did the work of ten without complaint and indulged in none of the ass kissing and back stabbing that characterized most of the other young lawyers in the firm. Besides, his appetite for detail and his ability to deal with the kind of mind-numbing, number-crunching, go-on-until-you’re-dead minutiae that characterizes so many financially complex deals was nothing short of amazing.
    “So, have we gotten the updated financials from Avco yet?” I inquired as Sherman perched on the edge of the associate’s chair, nervously intertwining his fingers and awkwardly crossing and uncrossing his legs.
    “I’ve called their accounting guy at least twenty times. He promised me on his mother’s grave that I’ll have them on Monday.”
    “If he doesn’t deliver, I want you to go there personally and get them even if it means sitting on him until they cough them up. We’re past the point of bullshitting on this. I don’t want to be this close to closing this deal and have the SEC come back to us saying that we haven’t given them everything they asked for.”
    “I’ll take care of it.”
    “Good. In the meantime I want you to start in on something else.” I pulled out my car keys and tossed them to I Sherman, who didn’t even come close to catching them, He was probably the kid who, in gym class, was so uncoordinated he’d trip over the paint on the floor. “There are a couple of document boxes in the trunk of my car. I want you to go through them for me.”
    “Should I set up a case file?” he asked, stooping to retrieve the keys.
    “Not yet. I also don’t want you to tell a single soul about this.” I pulled out my copy of the L.A. term sheet and slid it across the desk to Sherman, briefly summarizing the Monarchs’ financial situation. “I want you to take a close look at the lease agreement between the city and the team.”
    “What am I looking for?”
    “Anything that would prevent the Monarchs from moving the team.”
    “You mean like a specific performance clause?”
    “Exactly.”
    As a rule, a contract cannot force a party to do what they do not want to do, it can only make them pay damages if they fail to perform as specified. If you rent an apartment, the lease states the amount you must pay in rent. It may also prohibit certain behaviors like keeping pets or causing damage. What it doesn’t say is that you must actually live in the apartment. A specific performance clause was the exception to that rule. Just like the name implied, if one is included, it means that the parties agree that a specific action will be performed. In recent years they had become standard in most agreements between professional sports teams and the municipalities that owned the stadiums they played in. It was a way of obligating teams to play all their home games in the stadium throughout the duration of the lease period. But the Monarchs’ lease had been signed nearly a decade ago. I prayed that their agreement with the city predated this trend.
    “Anything else?” asked Sherman, whose other admirable quality was his disinclination for small talk.
    “Yes,” I replied. “If you find a stray $18 million salted away somewhere, be sure to let me know.”
     
    I spent the rest