Doolittle shook his head and rolled his eyes to the ceiling. “Why didn’t you just tell us that on the phone yesterday?” he asked. “You could have saved all of us a lot of time.”
“Our position was made very clear,” Crow added. “You agree to our terms or you face legal action.”
“You simply have no room for negotiating here, Pauline,” Frowley informed her. “The contract you signed is quite clear on this point.”
“Yeah ... well, that’s what we want to talk about today,” Pauline said. “It turns out that the contract we signed is not quite as clear as you think it is.”
“Excuse me?” Frowley said. “It is in black and white and has been notarized. KVA will come to terms on a touring contract or the MD&P contract is in breach and you are liable for the profits National would have been reasonably entitled to.”
“Yeah, it does say that in the contract,” Pauline agreed. “But I’ve developed some new information since we last met.”
“New information?” asked Bailey.
“That is correct,” she said. “Did you know that you can access the entirety of the law libraries for both Harvard and Stanford on the internet? Nerdly here showed me how to do it.”
“This is a good time to be alive,” Nerdly said.
“It’s been a few years since I had to do legal research on the scale I’ve been doing it these past few days, but it really is like riding a bicycle. In fact, it’s even easier than riding a bicycle now that there are things like search boxes and cross-referencing tools.”
“What are you trying to pull?” asked Frowley, his concerned expression starting to make a return visit.
“I was just doing my due diligence as a member of the bar and a partner in the entity known as KVA Records,” Pauline said. “You see, I knew that something about that MD&P contract smelled bad.”
“Kind of like month-old dirty diapers scavenged from the KinderCare and slingshotted onto someone’s property?” Jake asked innocently.
Pauline smiled. The story of the SLO hippies and their little prank had made the newspapers, both in SLO and LA, and from there, to the AP wire and nationwide. As Jake had predicted, the reporters had spun the tale so it sounded like a harmless practical joke. “Kind of like that,” she agreed.
“That is a valid, legal contract that you are bound by,” Frowley said.
“Actually,” said Matt, “you’re talking out of your fuckin’ ass right now.”
“Well put, Matt,” Pauline said with a smile. She lifted her briefcase up and set it on the table before her. She looked at the suits. “If I may?”
They all looked warily at each other. “What do you have in there?” Frowley finally asked.
“Legal briefs,” she said. “Fourteen of them, actually. The older ones date back to the early 1950s. The newest one dates back to 1985. Can you take a guess as to what these briefs are about?”
“Whatever it is, it’s irrelevant,” Frowley said.
“No, actually they are quite relevant,” she said. “And very interesting.” She unsnapped the briefcase and opened it. She then removed a stack of neatly stapled briefs and set them down in front of her. She closed the briefcase and then set it back down next to her chair. “I’ll let you keep these copies for your perusal. I have my copies at home. Shall we start with the oldest?”
No one answered her. She took this as consent to begin. “Okay then,” she said, picking up the first brief. “This is regarding a case known as Growling vs Cavanaugh. It was heard and ruled upon by California’s third district court of appeal in 1952. It seems that Mr. Cavanaugh was a dairy farmer outside of Sacramento and he signed a contract to supply Mr. Growling, who owned a milk delivery company, with a certain amount of milk per week. In the contract he signed, however, was a stipulation that Mr. Growling would be in breach of contract if he did not, in turn, agree to an as-yet unnegotiated contract for cheese, butter, and other secondary dairy items, which, obviously, were more expensive to supply. Mr. Cavanaugh then sued Mr. Growling for breach of contract when they were unable to come to terms for the secondary dairy supplies. The superior court heard the case and the jury ruled in Mr. Cavanaugh’s favor, citing the terms of the contract. Mr. Growling appealed the case and the third circuit overturned the ruling on the grounds that it is unreasonable under the law to have the terms of a contract rely on the terms of a second contract that has not yet been negotiated or agreed to. Mr. Cavanaugh appealed that ruling to the California Supreme Court, who refused to grant certiorari, thus effectively confirming the third district’s ruling.”
“That’s ridiculous,” Baily opined. “Milk and cheese have nothing to do with MD&P contracts and touring agreements. You’re comparing apples and oranges, right Frowley?”
“Uh ... well ... not exactly,” Frowley said. “Can I see that brief?”
“Absolutely,” Pauline said sweetly, handing it over. The lawyer took it and began to scan it. It was a meticulously written brief, just like those that law students were required to write on a weekly basis throughout their professional training.
“I would like to turn your attention to the bottom, where I gave a summary of the final outcome,” Pauline said. “That’s the really interesting part. It states that the signer of the contract, Mr. Growling, was not obligated to abide by the stipulation regarding the negotiation of the second contract, but that the rest of the first contract was still considered to be valid and enforceable.”
“What does that mean?” asked Doolittle, whose smirk was starting to flee.
Frowley did not answer, so Pauline answered for him. “It means that, under the precedent set by this ruling, the contract we signed with you for MD&P is valid and enforceable for the terms we agreed to except for the part that states it is dependent on the negotiation and signing of the touring contract.”
The look of alarm on the faces of the suits turned to one of horror. “Are you saying,” asked Crow, “that we are bound to only get twenty percent royalties and to manufacture and distribute for cost even if we don’t sign a touring agreement?”
“You win the prize, Crow,” Pauline said.
“That’s ridiculous!” Doolittle spat. “This one ruling from the 1950s doesn’t have bearing now! It’s been almost fifty years!”
“The timeline doesn’t matter,” Pauline said. “The Supreme Court of both California and the United States itself routinely accept precedents that were set back in the 1800s. And remember, this is only the first brief. There are thirteen more of them, all having to do with the subject of having terms of a first contract being dependent on the terms of an unsigned second contract. You people were not the first ones to think of this particular scam.” She picked up the second brief in her stack and held it up. “Warner vs Stanchion, 1958. Warner signed a contract that said he would provide landscaping services for Stanchion, who owned a collection of little league and other amateur athletic fields in San Diego county. Stanchion also owned a chain of nursery supply stores. The contract stipulated that the landscaping contract was in breach of contract if Warner did not agree to and sign a fertilizer supply contract with Stanchion for the fulfillment of the first contract. Again, the case went to court and the jury found in favor of the plaintiff. And, again, the case was appealed, this time to the Fourth District, and, again, the ruling was overturned. The precedent set in Growling vs Cavanaugh was specifically cited in the ruling. And, again, the initial contract was ruled valid and in effect for all but the secondary contract clause.”
“Please tell me that she is making all of this up, Frowley,” Doolittle said.
“Are you calling me a liar?” Pauline asked, as if deeply wounded (though she kept the smile on her face).
“Are you?” he challenged.