"Okay," I told everyone. "I'm going to insist I have a chance to look at the contract privately. Just get me a quiet room where I can read this for"- I checked my watch-"the next twenty-nine minutes."
"Great," said Jay. "Then we-"
"Twenty-four minutes," coughed out Barrett. "I need five minutes for myself, start to end, no more, but no less."
"Twenty-four, then."
Gerzon pulled more papers from his briefcase. "We also have the transfer and tax forms, all the Suffolk County forms, too. That takes five minutes, too."
Jay was nervous. "Can we really do this in nineteen minutes? I could just-"
"No," I said. "Don't sign anything while I'm gone."
Allison led me back up the stairs, through the dining room and kitchen, then down a hallway lined with sacks of onions and potatoes. "That's the only way out of the Havana Room?" I asked.
"Yes," she called over her shoulder. "Now, the night-shift bookkeeper is in my office so I can't put you there, the adding machine drives everyone nuts." I watched the curve of muscle in each of her calves as we climbed a back stairway. What had Lipper said? She's got some moves on her most men never heard of. We passed waiters and a tray of canapes and three flights up she opened a small windowless door. "This is the quietest spot we have."
It was the restaurant's laundry room, which I hadn't seen on my earlier tour. Inside, a woman bent over an ancient Singer sewing machine, tapping rhythmically at the electric foot pedal as she fed torn fabric under its jabbing needle, while behind her, in three industrial-size washing machines, cotton tablecloths and napkins and chef's aprons tumbled in a bleachy storm.
"Mrs. Cordelli, we need the room for a little while," Allison said. The woman stood and left. Allison cleared off a small wooden table. "I'm going to knock on the door in fifteen minutes."
I set myself to the pages and soon, my attention sharpened by the room's strong smell of bleach, I had the sense of the contract. It was a perfectly legal funhouse of riders, amendments, powers of attorney, and escrow arrangements. It had passages of vagueness and extreme paranoia. To the best of my understanding, Jay Rainey had made various representations, "subject to the buyer's inspection," the deadline for which had passed, that the land being exchanged was indeed subdividable, free of buried gasoline tanks, had received Department of Health approval for multiple large-scale septic systems, had well water that contained acceptably low levels of perchlorate, a residue from chemical fertilizers used for years by Long Island's potato farmers, did not overlap with any Native American burial grounds, was not the nesting area of the spotted salamander, or any other endangered, threatened, or rare species, and carried various covenants and restrictions pertaining to federally protected marshland, drainage easements, minimum building setbacks, clustered housing arrangements, and so on. The bigger the piece of land, generally, the more complicated its transfer. The buyer, Voodoo LLC, for its part, as represented by Gerzon, had checked off on all of these conditions, not changing any of them. Which was strange- usually in a large real estate transaction there's a last-minute struggle over a number of residual issues as the two parties try to gain some final advantage before everything is signed.
It appeared, moreover, that Voodoo LLC, so eager to dump the Reade Street property, did not particularly care to inspect the nature of the ownership of the Long Island property. I saw no disclosure form regarding debts, liens, or judgments. Plus, in receiving the Reade Street property, Jay was requiring no improvements, consideration of certain conditions, or contingencies for conditions hereinafter discovered. And Gerzon had slipped in some slick language that prohibited Jay from seeking "any claim or reversal of indemnity" of Voodoo should problems arise.
That no bank was directly involved, financing the actual transaction, was unusual, too. Companies usually like to leverage real estate transactions, conserving precious cash where possible. Then again, the transaction was a swap, which might have positive tax consequences… clearly, I needed more time. In the old days, a contract like the one in front of me would have required several days of analysis. That no mortgage was being paid off or created might be a bad thing, too. Banks, for all of their excesses, act as a corrective to some of the most foolish or illegal practices, for they usually employ independent inspectors to examine the property proposed for mortgage. Not the case here. As contracts went, this was a one-night stand, and I bet that the reason Jay didn't have a lawyer was that no decent lawyer would be party to such a transaction without insisting that the contract be rewritten from top to bottom. Probably both parties were legally vulnerable. One of them was making a killing and I didn't know which.
The door eased open and there was Allison.
"All set?" she asked brightly.
"I can't be party to this."
"Why?"
"It's a mess."
"Please, Bill."
"I'm trying to protect him, Allison."
"He knows the risks, I think."
"I doubt that."
"It means a lot to him, Bill."
"That's great, Allison. I just met the guy."
"It means a lot to me."
I flipped over the contract. "Someone's getting screwed here, and I'm going to tell him that, Allison."
Less than a minute later we had returned to the Havana Room.
Jay checked his watch. "It's tight."
An enormous steaming steak was waiting at my place, which I had not ordered, as well as the cake, which I had, and Barrett already had butter on his tie. Jay, I could see, had tossed back a drink or two while I'd been gone.
"Okay?" he asked. "Do we have liftoff?"
"I think we should talk a moment, Jay."
Gerzon pointed to his oversized watch. "Damn it, I've got eleven fifty-three. I'm not turning my watch back, either."
I leaned into Jay's ear. "I'm assuming that you'll sign this thing no matter how rotten it is, no matter my advice to the contrary."
His eyes met mine, and he nodded subtly.
"You're close to desperate."
Again a silent yes.
"You realize," I went on, "that Gerzon is bluffing, either on the deadline or the price, and probably has authority to negotiate one of them."
Jay shook his head no.
"I'm going to show you, okay?" I looked Gerzon in the eye and guessed price. "My client is not going to sign this document until you come up with another three hundred thousand dollars."
Gerzon's face creased backward, like he had suddenly stepped into a wind-tunnel. "What?"
"Yes, we'll scratch out the four hundred thousand dollars and write in seven hundred thousand dollars. Initial every figure. No big deal."
"You're fucking crazy!"
"It's done all the time. Just ask Donald Trump."
"You ask him."
"I don't need to, I've seen him do it."
"You're out of your-"
"Barrett, you ever see initialed sums?" I interrupted, feeling good now.
"Yeah, sure."
Jay turned to me. "Bill, the thing is-"
I put my hand on his arm. "Say nothing, pal. Let your lawyer handle it."
Allison watched this exchange, eyes large.
"What's it going to be, Gerzon?"
He already had his cell phone out. He stood up, his face a bitter knot, and stalked out of the room.
"I'm going to lose the deal!" Jay complained, furious now. "I can't believe it!"
"Well, maybe-" Allison began.
Jay confronted me in disbelief. "Bill, I'm going to fucking lose the deal!"
"I don't think so."
We sat a moment, the title man shoveling cake into his mouth.
"He's coming back!"
Gerzon returned, closing his cell phone. "One-fifty," he announced, sitting down again. "That's all I can do."