[Klein Legal, Flatiron — May 7, 2012, 2:19 PM]
The padded case was the first thing through the door.
It was cylindrical, roughly the diameter of a large coffee mug, padded in black neoprene with a zipper running three-quarters of the circumference, and it was carried by Nigel Nesbitt the way a surgeon carries an instrument bag — not ostentatiously, just with complete professional seriousness, the way you carry something when the thing inside matters.
Nesbitt himself came through the door immediately after. Three-piece suit, charcoal with a faint chalk stripe, the cut marginally more fitted than American tailoring, the shoes polished to the specific finish that is achieved only through daily attention rather than occasional effort.
"Mr. Klein." He extended a hand. His grip was firm, brief, and exactly as long as a handshake should be. "Nigel Nesbitt. Darby International administrative liaison. I believe we corresponded about the document protocol harmonization."
"We did." I indicated the conference room. "Come in."
Harold was at his desk through the glass wall. He looked up. He looked at the padded cylindrical case. He looked back at his screen. He looked at the case again, the way you look at something that doesn't belong in a category you were confident you understood, and then he stood up and followed us in with his legal pad.
Nesbitt set the padded case on the conference table, positioned it precisely in front of his chair, sat, and placed both hands flat on the table. He looked at the table surface as if verifying it was level.
"Before we begin," he said, "I wonder if I might use your kettle."
Harold had opened his mouth to say something. He closed it.
"Kitchen is through there," I said.
"Thank you." He stood. He picked up the cylindrical case. He went to the kitchen.
Harold looked at me.
I held up one finger. Wait.
From the kitchen there was the sound of the kettle being filled. Then, after a moment, a small clink — ceramic on tile — and then a pause, and then the unmistakable sound of a hand being held close to the outside of a mug to check its temperature.
Harold's face did the thing where it went very still, which was his version of an expression.
Nesbitt came back. He set the mug on the table — the mug was cream-colored, slightly oversized, with no marking on it whatsoever. He aligned the handle to what appeared to be exactly the two-o'clock position. He placed both hands around the mug, without lifting it, for a count of approximately three seconds. Then he picked it up, rotated it clockwise once, twice, a third time, and set it back down.
He looked up.
Harold's pen had stopped moving on the legal pad.
"Shall we begin," said Nesbitt.
"Sure," I said.
He opened his briefcase — a separate case from the cylindrical one, standard black leather — and extracted a document that ran to perhaps forty pages. He placed it on the table parallel to the table edge. I watched Harold look at the mug, look at the document, look at the mug.
"The merged firm's document protocol harmonization agreement governs formatting standards, filing nomenclature, version control, and citation style across all Pearson Darby outside counsel engagements." Nesbitt's voice was clipped and precise in the way that British professional speech is clipped and precise — not coldness, just economy. "Your co-counsel agreement with Harvey Specter brings Klein Legal within the scope of this instrument. I am here to complete the harmonization review."
"Walk me through the citation style section."
Harold wrote something on his legal pad. I glanced over. He had written a single word: rotations? with a question mark.
"Citation style follows the Darby International house standard." Nesbitt turned to page twelve without looking at the page numbers — he had memorized the pagination. "Primary citations in Century Schoolbook, point size twelve, one-half-inch hanging indent. Cross-references in the same font. Footnotes in point ten, same face. Exhibit labels in Calibri."
I watched Harold write exhibit labels in Calibri on his legal pad and then stop, as if he had just realized something.
"Exhibit labels specifically," I said.
"Exhibit labels specifically." Nesbitt's tone did not change. "There is a correct answer to questions of document formatting. Exhibit labels in the same face as the body creates visual ambiguity between the exhibit notation and the running text. Calibri resolves this. It is not a preference. It is a function."
"And how has this been landing across the firm."
Nesbitt paused for the first time. It was a very short pause. He lifted the mug. He did not drink from it. He set it back down.
"I have had a number of productive conversations," he said.
"How many unproductive ones."
"Mr. Litt called me twice this morning."
Harold's pen stopped.
"Louis Litt," I said.
"Yes. Mr. Litt has submitted three joint filing drafts this week. Each draft uses Times New Roman throughout, including the exhibit labels. When I returned the drafts with the corrected specification, Mr. Litt called to explain that Times New Roman is—" Nesbitt paused again, and this time the pause was working to find the most accurate possible characterization of what Louis had apparently said "—'the industry standard, the professional standard, the international standard, and frankly the human standard.'"
Harold had put the pen down entirely. He was looking at his legal pad the way you look at a surface when you are trying very hard not to look at the thing that is making you feel something.
"What did you say," I asked.
"I explained that Century Schoolbook has been the preferred face for formal legal documents in English practice since 1937, that Times New Roman was designed for newspaper column compression and has no particular authority over legal formatting beyond its default installation in Microsoft Word, and that if Mr. Litt required documentation of this I could provide a thirty-seven-page typographic analysis I had prepared on the subject."
Harold made a sound very quietly. It was not a word.
"How did Mr. Litt receive the thirty-seven-page analysis."
"He has not yet acknowledged receipt." Nesbitt lifted the mug. He drank. He set it back at two o'clock, exactly. "He did call a third time to inform me that he was going to the managing partner."
"And."
"Ms. Pearson, I understand, told him to sort out the font situation and move on."
Harold pressed his fist against his mouth. His shoulders were doing something. I did not look at him directly.
"Nigel," I said, "I want to ask you something off the record."
Nesbitt's posture shifted by approximately one degree — not a lean, more an orientation. He had understood what off the record meant in this context.
"I have not yet finished my tea," he said, which was not a refusal.
"The billing protocols in the harmonization agreement. Section — " I glanced at the document — "section fourteen. The origination credit provisions for co-counsel work."
"Yes."
"The language in section fourteen is materially different from the language in PD's public merger statement."
Nesbitt looked at his mug. He looked at the table. He looked at the page twelve of the document, then turned to section fourteen without being asked.
"The merger announcement," he said carefully, "communicated the firm's general approach to co-counsel billing. Section fourteen communicates the administrative implementation of that approach." He paused. "I would characterize the difference between the two as significant."
"How significant."
"I would not put a number on it." He considered. "I would note that section fourteen includes an origination-credit review mechanism at twelve months for all co-counsel engagements, with the review conducted by Darby's finance team rather than by the partner of record. I would also note that this mechanism is not described as a review. It is described as a confirmation." Another pause. "The distinction between those two words is — material."
A review you can dispute. A confirmation you cannot.
The Library could not run the full analysis — I was at 1.2 LP and falling. But I did not need the Library to read the sentence twice. The mechanism was designed to reclassify co-counsel work as advisory at the twelve-month mark unless the partner of record actively contested the classification and won. Active contest required documentation. Documentation required time. Time in a boutique under squeeze pressure was exactly what Pearson Darby was already consuming.
Harold had stopped laughing. He was writing on the legal pad now, quickly.
"That's useful," I said. "Thank you."
Nesbitt drank the last of his tea. He placed the mug down. He aligned the handle to two o'clock with a small precise rotation, although the mug was empty and the ritual was therefore complete.
"I find," he said, without particular inflection, "that document protocol harmonization benefits from clarity on both sides. The document is the same document regardless of what the announcement said." He closed the harmonization agreement. He stood, collected both cases — the briefcase and the cylindrical mug case — and buttoned his jacket. "I will see myself out. The mug-seam-opposite side is, for the record, purely practical."
Harold waited until the elevator doors closed.
Then he turned to me.
"He carries his own mug," Harold said.
"He carries his own mug."
"In a padded case."
"In a padded case."
Harold looked at the doorway through which Nesbitt had departed. He looked back at me. He picked up his pen. He underlined what he had written on the legal pad.
"The section fourteen mechanism," he said. "I have it. We need to document the Harvey case billing before the twelve-month mark hits, or we lose the origination credit argument."
"Yes."
"When does the twelve-month mark hit."
I checked the date mentally against the Harvey co-counsel agreement. "Eleven weeks."
Harold nodded. He drew a box around the eleven weeks note on his legal pad. He organized the pen parallel to the box.
"Is Times New Roman," he said, "really that bad."
"I think to Nesbitt it is a moral failing."
Harold was quiet for a moment. Then he picked up the document Nesbitt had left and turned to page one, which used Century Schoolbook throughout.
"It does look cleaner," he said.
He turned the page and kept reading.
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