Both men shook their heads.
I turned to Jay. 'You don't need me.'
'Yes he does,' said Gerzon. 'He needs to have legal representation so he can't come back and say the contract was no good, that he didn't understand it.'
'And he finds some joker in the back of a steakhouse who happens to have a law degree and that's all right with you?' But then I thought of something. I pointed at the copies of the contract. 'Jay, you realize you haven't yet signed these?'
'Not yet,' Jay said. He was, I saw, one of those big men who need to keep moving, unable to rest upon the details of such things as contracts, which require stillness and attention. Apparently he knew this about himself, for something in his hopeful glance suggested he was delivering himself into my hands.
'You realize you can still negotiate the price, I mean.'
'No he fucking can't!' said Gerzon.
'Of course he can. Nothing's signed here. There is no price. He can walk out of here, go to the movies.'
Gerzon looked at Rainey. 'I said get a lawyer, not a junkyard dog.'
'It's okay-' Jay began.
'We're covering all the fees, we're being totally accommodating,' said Gerzon.
I didn't like him and I didn't like the situation but I pulled the chain on the small lamp on the table and slid the contract beneath it, trying to get a better sense of the deal. Jay was acquiring a six-story loft building in lower Manhattan at 162 Reade Street, not far from City Hall, where the streets run according to the obsolete logic of cow paths and farmers' lanes. When the World Trade Center went down, real estate values in the area got strange. Some people panicked over more terrorism or contamination by the chemical soup that wafted from the burning site and sold for nothing, while others stood firm. If I'd had even a day's notice, I'd have checked the city records downtown to see how long Gerzon's client had owned the property, what the cost-basis was. The building was being exchanged by one Voodoo LLC, a limited-liability company, for ownership of eighty-six acres of real estate on the North Fork of Long Island. Survey documents of the land parcel were attached to the proposed contract and showed a deep strip of land running almost half a mile along Long Island Sound.
I looked up at Gerzon. 'You're dumping a marginal downtown property with unprofitable long-term leases and possibly contaminated by the World Trade Center disaster for a huge piece of oceanfront acreage,' I told him. 'My client is short on cash to cover his closing costs and you've squeezed him way down on the price as a result. You're coughing up four hundred thousand dollars, which is nothing, nothing at all!' I turned to Jay. 'You understand that once you sign this contract-'
'Let's do the deal, Mr. Wyeth,' growled Gerzon. 'Let's do the damn deal and go home.'
The waiter drifted past, nearly mistakable as a configuration of cigar smoke. Allison signaled him. 'Guys,' she announced nervously, 'anyone want a late dinner, drink, dessert before we begin?'
Barrett laid his pink hands on the table and ordered the largest steak the place sold.
'Mr. Gerzon?'
'Nothing for me.'
'Bill?'
'I'll have some of that chocolate cake.'
Allison nodded at the waiter to induce action and then glanced at me, her face tense behind her smile. Something about Jay unnerved her, I thought, even though his big hand had already smoothed its way up the small of her back.
'Get me one of those cigars,' he said to her, and when she did he inspected it for a moment, ran it under his nose, nodded his satisfaction, and slipped it into the breast pocket of his suit.
'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.'
