This is the third of three excerpts from Lisa Scottoline's new novel, "Exposed," now in stores.
Bennie Rosato didn't understand why Mary looked so upset. It was a very simple statement. The only thing she could do was repeat it. "Mary, you can't take the case. I represent the parent company of OpenSpace, which is Dumbarton Industries."
"But I want to take the case," Mary said, stricken.
"Well, you can't. You can't sue OpenSpace because I represent Dumbarton. You have a conflict of interest. I'm sorry," Bennie added, because she was trying to improve her interpersonal relations, especially where DiNunzio was concerned. For example, she'd reminded herself to call her new partner by her first name, Mary. It was a regular lovefest.
"But I didn't know you represented Dumbarton."
"Now you do. They've been a house client since I started the firm, way back when."
"But I never represented Dumbarton."
"That's legally irrelevant. If I represent Dumbarton, we represent Dumbarton. I've worked on many of their matters over time and I've known the CEO since law school. Nate Lence. He deals with me personally. They have a solid in-house legal department, and what they can't handle, they farm out to us and other firms. In fact, if the case is too big for us, Nate consults me on whom else to hire."
"Bennie, I don't know the first thing about Dumbarton."
"Haven't you seen their name on the new-matter sheets?" Bennie was referring to the system by which lawyers in the firm notified each other that they were taking on a new matter. Every law firm was required to have such a system, so conflicts of interest could be caught before the representation went too far down the line. Luckily, it sounded as if this one could be nipped in the bud.
"Sure, yes, but I've never seen OpenSpace on the new-matter sheets. Have you ever represented OpenSpace?"
"No, but I represented Dumbarton and several of the other subs. You have to decline the representation." Bennie noticed red blotches appearing on Mary's neck, a nervous tell. Bennie made a mental note to mention it to her before she stood in front of her next jury.
"Even though I never represented the parent? Only you did?"
"Yes. How can I make this any clearer? A client of mine is a client of yours under the Rules." Bennie was referring to the Rules of Professional Conduct, which governed the ethics of lawyers, at least those who allegedly had them.
"Because we're partners?"
"No, because we're members of the same firm. Even if you were still an associate, the result would be the same." Bennie glanced at her watch. It was eight fifteen, and she had a deposition starting at ten, for which she needed to prepare. If they were going to keep talking, she had to get moving. She headed for the reception desk, and Mary followed.
"Are you sure that Dumbarton owns OpenSpace?"
"Wholly owned or partially owned?"
"Wholly, and it's a private company." Bennie reached the reception desk, which was empty. Marshall must be in the bathroom, but she had already sorted the morning's mail and placed it in its holders. Bennie grabbed her mail, a thick packet of correspondence and court orders with pink phone messages on top. She channeled most of her calls through the firm and rarely gave her cell number to clients. She didn't like to be too available.
"How do you know they're wholly owned?"
"I read the papers. Morgan Lewis did the deal. I recommended them to Nate." Bennie left the reception area, and Mary walked beside her, hurrying to keep up, since she was a short girl with a short stride.
"Yes." Bennie strode down the hallway, which was lined with associates' offices. She noted with disapproval that they were empty even though it was after eight o'clock, then remembered that two of the associates, Anne Murphy and John Foxman, were on a securities fraud case in Atlanta. That meant only Judy Carrier was late, but that child marched to the beat of a different drummer. "Mary, let me fill you in. Dumbarton is headquartered in King of Prussia and owns twenty-six subsidiaries, among them OpenSpace, which they acquired recently."
"I didn't know!" Mary was getting more upset, which even Bennie could see, since the girl wore her emotions on her sleeve. As well as her arms, her legs, and her face. And neck.
"Understood. So I get why you took the meeting -"
"- of course, I would -"
"- and it's too bad that you learned something Dumbarton would be interested to know, namely that one of their subs is about to be -"
"You're not going to tell them, are you?" Mary interrupted again, like she always did when she got excited, which Bennie let go. Her office was at the end of the hall, and she beelined for it like a finish line.
"No, I think I can keep it to myself consistent with my obligations. But don't tell me another thing about the case. Decline the representation by letter." Bennie stopped outside her office, hoping they'd spoken the last word. Her deposition today was critical, in a securities fraud case in which she was going after the CFO of a Fortune 500 accounting firm.
"I can't decline the representation. It matters to me, and I really want to take it."
"Why? You're already so busy." Bennie didn't get it. Mary represented every mom-and-pop business in South Philly, and her practice of small-matter, state-court cases complemented Bennie's own big-matter, federal-court practice. It was why Bennie had made Mary a named partner, as hard as it was to give up control, her favorite thing in the world.
"This is business."
"Business and personal can be mixed."
"No, they can't."
"They can for me," Mary shot back, more firmly. "The plaintiff is one of my oldest friends from the neighborhood. I can't not represent him. I already accepted."
"So withdraw. It was an honest mistake. You didn't know you had a conflict." Bennie noticed Mary's jaw tilt upward in a determined way, which could be a problem.
"I don't know anything about Dumbarton and have never worked for them. It's not unethical."
"Of course it is. Read the rules. I don't make them."
"But think about it. You said they have twenty-six subs. Are we conflicted out of all of them?"
"That can't be." Mary frowned more deeply. "Are we conflicted out of all of the subs of all of our clients?"
"Yes." Bennie was pretty sure she was right, but she'd double-check later.
"But as applied to Dumbarton and OpenSpace, it's a technicality."
"Mary, we're lawyers. Technicalities are our business." Bennie would have laughed if she had time. "How can I make this any clearer? Dumbarton and OpenSpace are in the same corporate family."
"But this isn't about a corporate family, this is about a real family. My family."
"Are you saying that this plaintiff is a family member? Although that wouldn't cure your conflict of interest." As a technical matter, Bennie wanted to add, but didn't.
"We're not blood-related, but I know his family and he knows mine. We couldn't be any closer as families. My father was even in the meeting, and so was his father."
"Your father was in a consultation with a new client?" Bennie had never heard of such a thing, but didn't criticize, since she wasn't supposed to do that anymore. On the contrary, she had to hand it to Mary, who practiced law her own way. You couldn't argue with success. Up to a limit. Then Bennie noticed Judy Carrier coming down the hallway toward them with her big smile and spiky pink hair.
"Morning, guys!" Judy waved as she approached. "I made muffins!"
"Good morning," Bennie and Mary said politely, a split second apart.
Mary returned her attention to Bennie. "That's my point. It's not weird that my father was here. I grew up with the plaintiff and went to his wedding. I went to his wife's funeral and -"
"Hey guys!" Carrier interrupted, arriving. "Did you not hear that I made muffins? Actual banana-nut muffins! I'm like a housewife without the house and the wife!"
Bennie and Mary fell suddenly silent, but Judy bubbled over.
"Also look at my new jeans skirt! How cute am I?" Judy spun around with her arms outstretched. She had on a hot pink T-shirt that matched her hair and a faded jeans skirt with an embroidered peace sign. Mary managed a smile. "Very cute."
Bennie did a double-take. "I owned a skirt exactly like that. I made it from my bellbottoms. It had a white peace sign, too. Where did you get that?"
"At a vintage shop on Pine Street."
"Vintage?" Bennie looked at the skirt more closely. "My God, I think that's my skirt!"
"Seriously?" Judy's eyes flew open, an incredulous blue.
Mary burst into laughter. "How funny is that?"
"Not funny at all," Bennie said, but it was a little funny, so she forced a chuckle. She didn't mind getting older. She was happy with her life and viewed herself as an elder of their tribe. The only problem was that the young-uns didn't always listen.
Judy must've picked up their mood. "Are Mommy and Daddy having a fight? Please tell me that you still love me and it's not my fault."
Mary interjected, "We're not fighting."
Bennie nodded. "Yes we are. Over an ethical question."
Judy cocked her head. "What is it? I wrote a comment on ethics in law school. I'll be the judge. Hey, that makes me Judge Judy!"
Bennie didn't smile. "Here's the issue. Can a partner in a law firm sue a subsidiary when another partner in the same firm represents the parent?"
Judy wrinkled her nose. "Please tell me this is a hypo."
"Is it against the rules?" Bennie asked again, since Judy was a legal scholar, despite appearances.
Judy looked from Mary to Bennie. "I had to research that issue last year. Believe it or not, it's not a settled question."
"Terrific!" Mary practically cheered.
"I don't have time for this," Bennie said, leaving for her office.