CONVENIENT LIES
Chapter Three: Deposition
The deposition of Meridian's former portfolio company CEO, a man named Alderman, fifty two, who has excellent lawyers and three years of grievance in him, is scheduled for the third week of November.
I have spent four weeks preparing. Discovery has produced what I expected: a gap in the plaintiff's valuation methodology, a board minutes sequence that contradicts their narrative about management interference, and three emails from Alderman to his own CFO in which he described Meridian's exit as "exactly the outcome we modelled in Q3" before the dispute began.
Three emails.
I have not told Marcus about the emails.
This is not, technically, a deception. The emails are in discovery, which Marcus has access to if he chooses to review it. He has not chosen to review it. He is leaving the matter to me, which is either trust or abdication, depending on how you read the situation. I read it as abdication.
The emails change the case entirely. They mean Alderman is arguing bad faith by Meridian while contemporaneous documentation shows he considered the outcome a good one until the fund's returns outperformed his own company's subsequent trajectory. Not fraud. Not fiduciary breach. Selective grievance.
I call Sebastian on a Wednesday morning.
"The deposition," I say. "I have something."
"Come in," he says.
* * *
He has a corner office on forty two, the view north toward Central Park. Not ostentatious. The furnishing is spare, the desk clear, the shelves behind him holding files and one photograph turned slightly away from the room. I notice the photograph because it is the only personal object.
"Vivienne," he says, and stands when I come in, which he did not do the first time, and I file that away without comment.
"The emails," I say.
I lay them on the desk.
He reads them without speaking. He reads them twice.
"These were in discovery?" he says.
"The document production was fourteen thousand pages," I say. "These were in the last three thousand, which came through last Wednesday."
"Has Marcus..." he says.
"No," I say.
He looks at me.
"You're telling me before you told your partner of record," he says.
"I'm telling my client," I say. "The professional obligation runs to Meridian."
"Marcus will need to know," he says.
"Yes," I say. "I'll brief him this afternoon."
"And the deposition strategy changes," he says.
"Entirely," I say. "Alderman can't be deposed as a witness who was harmed in good faith. These emails establish that he assessed the exit as a positive outcome. That means his subsequent complaint is either a litigation position or a retrospective grievance that developed after his company's performance declined. Either way, it's not actionable."
"Can we get the case dismissed?" he says.
"Motion for summary judgment," I say. "After the deposition. If Alderman can't reconcile the emails with his claims during the depo, the MSJ is very strong."
"How long?" he says.
"Three weeks for the deposition," I say. "Two months to brief the motion."
He is quiet, looking at the emails, and I watch him read my work the way he reads everything, completely, without hurry, and something in me warms at being read that carefully.
"You're good at this," he says.
"Yes," I say.
He looks up.
"No modesty," he says.
"It's accurate," I say. "You can tell me I'm good at this or I can tell you. The output is the same."
He almost smiles, the specific barely there version of something that would be a full smile if he let it be.
"Vivienne," he says.
"Yes," I say.
"The deposition," he says. "I want to be there."
"It's not standard," I say. "Clients..."
"I know it's not standard," he says. "I want to see how Alderman responds to you."
"To me specifically," I say.
"You have a way of asking questions," he says. "I noticed it in the Tuesday meeting. You ask the question you want to ask in the form of a different question."
I look at him.
"That's..." I say.
"Accurate?" he says.
"Yes," I say.
"I want to see you do it to Alderman," he says, and there is something in how he says to that I choose not to examine too closely in a corner office at ten in the morning.
"It's an adversarial proceeding," I say. "Not a demonstration."
"I know," he says. "I'll be in the room. I'll be quiet."
I look at him, the dark eyes, the steady regard that has started to feel like something I am dressing for in the morning without admitting it to myself.
"All right," I say.
"Thank you," he says.
"Brief Marcus this afternoon?" he says.
"This afternoon," I say.
I gather the emails. I stand.
"The photograph," I say. I had not intended to say it.
He looks at the shelf.
"My daughter," he says. "Eight years old."
"You're divorced," I say.
"Three years ago," he says. "Amicably, as these things go."
"Amicably," I say.
"She was a better person than the marriage was," he says. "And I was, I was working, mostly. The amicable was honest."
I look at him.
"That's a candid thing to say," I say.
"You said you prefer the true version," he says.
"I do," I say.
"Then there it is," he says.
* * *
The deposition is a Tuesday. A conference room at the plaintiff's counsel's firm, long table, water pitchers, the specific controlled neutrality of an adversarial space.
Alderman's counsel: a competent senior partner, very good at the management of tone.
Sebastian in the corner, exactly as promised, quiet, a legal pad, making no attempt to participate. I am aware of him the entire time without once looking directly at him. I have trained myself for this in exactly one afternoon, a skill I did not know I needed until yesterday.
I begin.
The first hour is standard: establishing the timeline, the relationship between Alderman's company and Meridian, the exit process. Alderman is confident. His counsel has prepared him well.
Then I introduce the emails.
Opposing counsel knows about them, they are in production, he has seen them. But Alderman, from the specific quality of his expression when I put the first one in front of him, has not been adequately prepared for what I am going to do with them.
"Mr. Alderman," I say. "Do you recognise this document?"
"It's an email," he says. "Internal."
"Your email," I say. "Dated the fifteenth of August, three years ago. Eight days after the exit completed."
"Yes," he says.
"You wrote..." I read it. "'Exit on agreed terms. Cash position exactly what Q3 modelling indicated. CF signed off, board aligned. Clean outcome.' Is that an accurate reading of your email?"
"It was, the exit was, I was describing the mechanics," he says.
"You described the exit as a clean outcome," I say.
"In a narrow..."
"Mr. Alderman," I say, "did you consider the exit a clean outcome in August of three years ago?"
"The mechanics..."
"At the time. In August. At the time you wrote that email."
He looks at his counsel.
Opposing counsel says: "You can answer."
"In operational terms," Alderman says.
"And in strategic terms?" I say.
"That's what subsequently developed into..."
"Mr. Alderman," I say, "is it fair to say that your claim that Meridian damaged your company's strategic interests was not a conclusion you had reached in August of the exit year?"
A silence.
"The strategic implications took time to..."
"In August, you described it as a clean outcome," I say. "I'd like a yes or no. Was that your assessment in August?"
"...Yes," he says.
"Thank you," I say.
I move to the second email.
An hour later, Alderman's counsel calls a fifteen minute break.
In the hallway, Sebastian says quietly: "The question you want to ask in the form of a different question."
"Yes," I say.
"He answered the one you actually wanted," he says.
"He answered it three times," I say. "Different words each time."
He looks at me, and his eyes do the thing they do, the unhurried assessing thing, except now it reads differently, now it reads like heat held very carefully in check.
"Vivienne," he says.
"Yes," I say.
"Are you all right?" he says. "After..."
"I'm fine," I say.
"You're steady," he says. "Very steady. Is it performance?"
I look at him.
"No," I say. "This is just what I'm like in a deposition."
"What about outside one?" he says.
"Steadier than most people," I say. "Less steady than I look."
He is quiet for a moment, and the hallway is narrow enough that I can feel the heat coming off him, close, closer than the conversation strictly requires.
"That's honest," he says.
"You asked," I say.
"Yes," he says. "I did."
He looks at me.
"After this is over," he says. "The litigation."
"Yes?" I say.
"I'd like..." he says. He stops.
"Say it," I say.
"I'd like to have dinner with you," he says. "Not a client meeting. Dinner."
I look at him. The conference room door is opening, opposing counsel coming out.
"The litigation isn't over," I say.
"No," he says. "I'm aware."
"Ask me again when it is," I say.
"I will," he says.
We go back in.
* * *
That evening, alone in my office with the deposition transcript running on the second monitor, I think about convenient stories.
The convenient story: Sebastian Ward is a client. A sophisticated, perceptive, legally astute client whom you need to keep at the appropriate professional distance until the matter concludes.
The true version: you have been inside this deposition for eight hours and every time he leaned forward to write a note on his legal pad you could feel it from across the room, a current running under the table that had nothing to do with Alderman at all.
I look at the transcript. I do not really see it.
He asked me to dinner, I think. He asked correctly, after, not during.
He asked the right way.
The right version, says the inconvenient voice.
Not the convenient one.
"No," I say, out loud, to myself in the empty office.
No, I think. Not convenient at all.
I lock my office door, which I have never done before for this reason, and lean back in my chair, and let the day finally catch up with my body. My blouse is still buttoned to the throat, the posture of eight hours of controlled aggression, and underneath it I am not controlled at all.
I close my eyes and I am back in that narrow hallway, his voice low, are you all right, after, the heat of him an inch from my shoulder. I let my hand slide under the waistband of my skirt, and I am no longer being careful about which parts of him I allow myself to think about.
I think about his hands, the folded stillness of them on a desk, and what they would be like if the stillness ever broke. I think about the low register his voice drops into when he says my name, and I imagine it against my ear instead of across a conference table. I think about his mouth, which I have watched for six weeks saying careful, precise things, and what it would do if it were not being careful at all.
My breath goes short. I bite down on the inside of my own wrist to keep quiet, a senior associate alone behind a locked door at nine in the evening, and when it breaks it breaks hard, a long shudder that empties out through my shoulders and leaves me boneless in the chair, the city lights blurring a little through the window before my eyes refocus.
I sit there a long moment afterward, catching my breath, the transcript still scrolling silently on the monitor, Alderman's own words condemning him line by line.
Good, says the voice. Now do your job.
I straighten my skirt. I unlock the door.
I do my job.
I do it extremely well.
* * *