CHAPTER 17: THE SPARRING MATCH
[Restaurant, Upper East Side — July 29, 2011, 12:47 PM]
Scottie had chosen a place with white tablecloths and a wine list that required its own table of contents.
"Before you look at the prices," she said, sliding into the booth across from me, "I told you — my treat. Darby International has an entertainment budget that could fund a small country, and I haven't used mine since April."
"I wasn't going to look at the prices."
"You were absolutely going to look at the prices. You always do. It's endearing."
The detection read her at its customary clarity — the near-zero social deception that made Scottie's signal unlike anyone else I'd encountered in the legal world. She meant what she said, she said what she meant, and the rare moments of deflection were so obvious against her clean baseline that they stood out like ink stains on white paper.
Today's signal carried something additional. Beneath the warmth and the humor, a sharpness — the focused attention of a brilliant legal mind that had decided to point itself at something and hadn't told me what yet.
"So," Scottie said. She was wearing a gray blouse and her hair was down, and the afternoon light through the restaurant's windows caught the architecture of her face in a way that made it difficult to think about contract law. "Pearson Hardman sent Wakefield a letter."
"Word travels."
"Word doesn't travel. Donna Paulsen travels. She called three firms last week asking about your client roster. Very polite. Very thorough." Scottie picked up the menu. "She called Darby International on Wednesday."
That was new. I held the information still, kept my expression neutral while the Library tagged it automatically — a red marker, threat assessment, the system recognizing that Donna Paulsen's investigation had expanded beyond PH's own network.
"What did your firm tell her?"
"Nothing. We don't have any business with you." Scottie's mouth curved. "Yet."
She held my gaze for two seconds, then dropped it to the menu. "The lamb here is excellent. Trust me."
We ordered. The waiter left. Scottie reached into her bag and produced a manila folder.
"Professional curiosity," she said, and slid it across the tablecloth.
---
The folder contained a cross-border contract dispute — Darby International's client, a UK-based manufacturing firm, had entered a joint venture with a New York distributor. The venture agreement included a New York choice-of-law clause, but the performance obligations were split between London and Manhattan, and the dispute centered on whether New York courts had jurisdiction to enforce damages related to the London-side performance failures.
"I could bill you for this," I said.
"You could. But then you'd be my outside counsel and I couldn't buy you dinner." She took a sip of wine. "I want your read on the enforceability question. The New York angle."
The Library stirred. Tags surfaced at the periphery — blue for jurisdiction, gold for choice-of-law, a faint silver thread connecting the cross-border question to a series of Second Circuit rulings on international commercial arbitration that I'd stored during the MediTech research four months ago. The connection cost nothing — ambient processing, the Library drawing on its existing architecture.
"Three issues," I said. "First: the choice-of-law clause is enforceable under Bremen v. Zapata and its progeny, assuming both parties had equal bargaining power at signing. Your client's a major manufacturer — no coercion argument."
"Obviously."
"Second: New York courts will exercise jurisdiction over the full agreement, including London-side performance, if the choice-of-law clause is broad enough. Depends on the language. 'Arising out of' covers direct disputes. 'Relating to' covers everything."
"The clause says 'arising out of or relating to.'"
"Then you're covered. Third issue—" I paused. The Library tags brightened, a new connection forming — not from my preparation but from Scottie's own description. The joint venture. The split performance. "Third issue is the mandatory arbitration clause."
Scottie's wine glass stopped halfway to her mouth.
"Page four," I said. "The arbitration provision. Standard ICC clause, but it specifies London as the arbitral seat. If the other side invokes it, your New York enforceability argument hits a wall — you'd have to litigate the arbitrability question before you can litigate the substance."
"I know about the arbitration clause."
"But your client doesn't want to arbitrate."
Scottie set her glass down. The detection read a shift — not surprise, but reassessment. The look of someone who'd handed me a puzzle expecting me to solve the first layer and had watched me reach the second.
"No," she said. "They don't. Arbitration means no precedent, no public record, and a panel that might include a UK arbitrator sympathetic to the London performance arguments. My client wants a New York courtroom."
"Then you need to argue that the arbitration clause doesn't cover this specific dispute. The scope language matters. If it says 'arising out of the agreement' but the damage claim is for tortious interference with the joint venture rather than breach of contract—"
"—then it falls outside the arbitration clause because the tort claim isn't 'arising out of' the agreement itself." Scottie leaned forward. "That's cute. But opposing counsel will argue that the tort claim is inextricably linked to the contractual relationship."
"They will. And they'll cite Mitsubishi Motors v. Soler."
"And I'll counter with Stolt-Nielsen v. AnimalFeeds."
"Which got narrowed by CompuCredit v. Greenwood."
"Which doesn't apply because CompuCredit dealt with statutory claims, not common-law torts."
We went back and forth for forty minutes. The lamb arrived and grew cold while Scottie dismantled my jurisdiction argument and I dismantled her arbitrability workaround and both of us rebuilt from the wreckage. The Library provided occasional tag confirmations — a citation check here, a holding clarification there — but the substance was pure argument, the kind of adversarial dialogue that generated heat without generating LP because nobody was winning or losing. Just thinking.
Scottie was brilliant. Not Mike-brilliant — not the eidetic recall, not the infinite archive. Scottie was brilliant the way a surgeon was brilliant: precise, creative, capable of seeing the structure beneath the surface and cutting exactly where it mattered. She made connections I didn't see. I made connections she didn't see. The Venn diagram of our blind spots had almost no overlap.
That was terrifying.
"You missed the venue argument," she said, finally cutting into the lamb. "If the arbitration seat is London but the tort claim is filed in New York—"
"The venue argument is a trap. You'd win on initial motion and lose on appeal because the Second Circuit defers to arbitral seat designations in ICC clauses."
"Depends on the panel."
"Everything depends on the panel. That's why it's a trap."
Scottie ate a piece of lamb. Chewed thoughtfully. "You're good at this."
"So are you."
"I know." No false modesty. No deflection. The detection read pure honesty — a woman who knew her own abilities and didn't need to perform either humility or arrogance about them. "That's what makes this interesting."
The waiter appeared. Scottie ordered dessert — "Two. He's having the crème brûlée whether he knows it yet" — and the folder sat between us like a chess game paused mid-move, neither side conceding.
"Can I ask you something?" she said.
"Depends."
"Where did you learn to argue like that? Columbia doesn't teach cross-border jurisdiction disputes at the level you just played them."
The question. The one that came up every time someone pushed past the surface — how do you know what you know, Don Klein? The same question that would come from Donna eventually, from Harvey eventually, from anyone who looked at me long enough to notice the gap between a mid-tier associate's resume and a mid-tier associate's performance.
"I read a lot," I said.
"You read a lot." The detection caught the evasion — my own signal reflecting back as a faint muffled echo, the Library's warning that my answer didn't match my knowledge. Scottie's clean baseline meant she probably sensed it too, in her own non-supernatural way.
She didn't push. Instead, she picked up the check — the waiter had left it between the dessert plates — and signed it with the practiced efficiency of a woman who'd bought a lot of dinners and never kept score.
"You're a mid-tier associate who just antagonized the biggest firm in Manhattan," she said. "I'll get dinner."
"Thank you."
"Don't thank me. Win a case for me someday." She stood. The folder stayed on the table. "Keep it. I want your full analysis. No rush."
Walking home, I replayed the venue argument instead of the way the light had caught her jaw when she'd leaned forward to make the CompuCredit distinction. Both were dangerous. Scottie won by making you forget you were competing — the intellectual engagement and the personal engagement occupying the same frequency, impossible to separate.
My phone buzzed at the corner of 72nd and Lex.
Harold: Don — quick question about Henderson. Opposing counsel filed a motion to dismiss. Can we talk tomorrow morning?
My stomach tightened. Harold's first crisis. The detection couldn't read text messages, but the word motion to dismiss carried its own frequency — the sound of a case going wrong and a new associate's confidence hanging on what happened next.
Tomorrow, 10 AM, I typed back. Bring the full filing schedule.
I pocketed the phone. Scottie's folder was under my arm. Harold's problem was in my inbox. The Library hummed at twenty-three LP, steady and waiting.
Two fronts. One night to prepare for neither, because the preparation that mattered wasn't legal — it was deciding how much to help Harold and how much to let him learn.
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