January 9, 1991, Minato Ward, Seibu Real Estate External Advisory Firm.
Shimada unscrewed and screwed back the ballpoint pen in his hand.
Three stacks of documents, secured with black binder clips, were spread across the desk.
He had already read through each stack twice.
Filing a lawsuit was out of the question.
Hamano had only given a five-word conclusion: "model is overly optimistic."
Upon hearing this, the legal department did not even bother drafting an opinion.
"Optimistic" was not a legal concept; it would not even survive the opposing counsel's first round of questioning in court.
What was more important was the process.
"Organize these three types of documents into an index," he said to the person in charge. "Specifically, Gokurakukan's heavy oil consumption, snow removal outsourcing, dome maintenance, and equipment depreciation data from the past three months."
"Also, compile the full text of the winter operation model from the transfer information package back then, as well as Hamano's technical summary. Organize all of it."
The person in charge finished writing in his notebook and looked up. "And then?"
"Send it to the Loan Management Department of Dai-Ichi Kangyo Bank," Shimada said, "under the guise of a supplementary explanation for the annual audit."
"Word it as: 'To coordinate with the loan extension evaluation, we request confirmation on whether the following operational data was included in the original review working papers.'"
The pen of the person in charge paused.
"When the bank sees this..."
"When the bank sees this, they will register the document number into the routine files for the loan extension." Shimada set the ballpoint pen back on the desk. "It will not blow up immediately. But the next time Dai-Ichi Kangyo holds a loan management meeting, there will be an official letter from the asset owner on the table. Will the examiners be able to avoid opening it then?"
Banks rely on paper trails; whoever handles or verifies a document must be traceable.
Once a letter is assigned a tracking number, it is no longer mere gossip—it is pushed right into the pending task list.
Seibu did not need to actually solidify the accounts.
As long as they could force the other party to deploy staff, check archives, and write explanations over the phrase "model is overly optimistic," half the battle would be won.
The person in charge asked no further questions.
Shimada pulled an envelope from his drawer, which contained business cards that had just been printed yesterday.
On the newly printed cards, the title read: "Seibu Group Real Estate Division · External Professional Advisor."
"Do one more thing."
"Yes, sir."
"The existence of Hamano's summary—just let the Kansai side know about it." He stood up from his chair. "Go through the channel of the social gathering. It does not matter who represents us; what matters is that those words are brought up at the right table."
The person in charge packed up his notebook and withdrew.
Shimada turned to look out the window; the sky had gone completely dark.
Looking down from the twelfth floor, the lights of Akasaka looked like gold dust mixed into spilled ink, flowing everywhere.
A confirmation letter itself cannot be a weapon.
It is merely a rope.
One end is tied to the bank's review desk, while the other end is hooked to the filing cabinets of Saionji Construction.
The tighter the rope is pulled, the more the other end is forced to step forward and answer.
January 11, 1991, Osaka, Sumitomo Bank Osaka Head Office.
Yasui read the note sent from Kitashinchi for the third time before folding it and placing it into his inner coat pocket.
There was only one sentence and a number on the note.
"Hamano's materials technology summary has been released. Conclusion: the model is overly optimistic. Seibu is currently cooperating with Dai-Ichi Kangyo Bank to provide a supplementary explanation for the loan extension."
He walked to the door of Deputy Department Manager Umeba's office and knocked twice.
When Umeba looked up, the tea by his hand had already gone completely cold.
"Look at this." Yasui handed the note over.
After Umeba finished reading, he fell silent for over ten seconds.
"Seibu made the first move."
"Yes," Yasui sat down in front of the desk. "They plan to drag the Saionji family into the audit process."
Umeba placed the note on the desk, pressing down on one corner with his finger.
"What can an audit find? Gokurakukan's materials are real, and the construction is real. Hamano only said 'overly optimistic.'"
"They do not need to find anything," Yasui said. "As long as the bank starts asking questions, the process is initiated. Once the process is initiated, Saionji Construction has to spend time responding. To spend time responding, they have to deploy staff. Deploying staff..."
Umeba's finger moved away from the note.
"The trading pre-examination on Sumitomo's side will also slow down."
Yasui neither nodded nor shook his head. He simply crossed his hands over his knees and looked at Umeba.
"What is Mr. Uragami's intention?" Umeba asked.
"Do not touch Gokurakukan itself," Yasui said. "That is Seibu's business. We will do our own thing."
He pulled a stack of printed documents from his briefcase and placed them on the desk.
The documents were formatted in a uniform layout, with the signature line printed with the words "Your Company's Legal Department · Risk Confirmation Letter."
Umeba flipped open the first page.
The content was very short; the main body did not exceed three hundred words.
"We have recently learned that the group to which your company's overseas settlement pre-examination agency belongs is involved in a cost model review for a large-scale facility project. In view of this, we hereby write to request your company's confirmation on the following matters—"
Four questions were listed below.
Cross-default, credit support, data preservation, and scope of authorization.
Every question was very ordinary. If placed in routine bank-to-bank correspondence, even a legal assistant would not look at them twice.
But the "group to which the pre-examination agency belongs" referred to Saionji, and the "large-scale facility project" referred to Gokurakukan.
The meaning of the entire letter would be crystal clear as soon as the people in the legal department filled in those two blanks.
Umeba finished flipping through the four letters.
"Who are they being sent to?"
"Sumitomo Metal, Sumitomo Chemical, Sumitomo Electric, and Sumitomo Light Metal." Yasui stood up. "We will send them under the guise of external risk control consulting, with the sending unit being the Osaka Head Office Compliance Office."
Umeba closed the documents.
"If Yoshio asks about this..."
"He will not ask," Yasui walked to the door and paused with his hand on the doorknob. "Once these letters are sent out, the legal departments of each company are obligated to conduct internal verifications."
"If anyone bypasses the verification and gives the green light directly—if problems arise afterward, the responsibility lies with the legal department, not the bank."
He glanced at Umeba.
"As Mr. Uragami said: there is no need to snatch the meat back. We just need to make it impossible for their chopsticks to pick it up."
January 14, 1991, Osaka, Saionji Trading Office.
Nagata noticed the anomaly half a day before the letters actually arrived.
At 2:00 PM, the legal department of Sumitomo Chemical called.
The wording was very polite, asking: "Does your pre-examination business share a credit support system with your group's construction sector?"
After Nagata answered, he hung up the phone.
At 3:00 PM, the Foreign Trade Section Chief of Sumitomo Metal sent another fax.
The content requested Saionji Trading to provide a "risk isolation explanation between the settlement pre-examination business and other business sectors of the group."
Nagata tore the fax off the machine and placed it on the corner of his desk.
At 3:30 PM, the fax from the legal department of Sumitomo Electric also arrived.
The questions were almost identical, only replacing "risk isolation" with "cross-default exclusion statement."
Nagata stood next to the fax machine, laying the three sheets of paper side by side.
The same day.
The same type of question.
The legal departments of three companies had asked the exact same question within three hours, using three slightly different wordings.
Nagata picked up a pencil and noted the receipt time, the sender, and the key terms of the question in the blank space of each fax.
Then he opened his drawer and took out the mail sent by Sumitomo Light Metal the day before yesterday.
That made four of them now.
Four companies within a span of one to two days.
Even the structure of the questions was highly overlapping.
Nagata clipped the four documents together with a paperclip, flipped through them, and pulled out a sheet of white paper. He drew a simple table on it with his pencil.
Left column: Sender. Middle column: Key terms of the question. Right column: Speculated source of wording.
After filling it out, he stared at the table for a minute.
Then he picked up the phone.
"Connect me to the Tokyo Main Residence, Managing Director Endo."
January 15, 1991, Tokyo, the Second-Floor Study of the Saionji Main Residence.
Endo placed Nagata's comparison table on the right side of the coffee table, and the copy of the letter sent by the Seibu advisory firm to Dai-Ichi Kangyo Bank on the left side.
Satsuki sat behind the desk, and this time, the celadon cup by her hand was filled with sencha.
Satsuki first looked at Nagata's table.
Four companies, four letters, with almost identical wording structures.
One did not even need to look closely to know that the Hakusuikai was up to their underhanded tricks again.
She set down the comparison table and picked up the copy from Seibu.
What the Loan Management Department of Dai-Ichi Kangyo Bank had received was an index under the guise of an "annual audit supplementary explanation." Its content pointed to the discrepancy between Gokurakukan's winter operating costs and the transfer information package.
"So these two have already started colluding, have they?"
Satsuki picked up her teacup and took a sip. The astringency of the sencha lingered at the back of her tongue for a few seconds before dispersing.
"This has two layers," she said.
"On Seibu's side, what they want is for Dai-Ichi Kangyo to bring up Gokurakukan's operational discrepancies at the loan management meeting." Satsuki placed her teacup back on the desk. "This line of attack targets the integrity of Saionji Construction's data."
"On Hakusuikai's side, what they want is to graft Gokurakukan's audit issues onto Sumitomo's authorization." Her finger lightly brushed across the comparison table. "By binding two unrelated matters together, they want to plant the idea in the legal departments of various companies: 'Should we pause and confirm this first?'"
Endo nodded. "Of those four Sumitomo-affiliated companies, two have already suspended the pre-examination submissions for the next batch of documents. Their legal departments said they will wait to see the response after the three-day deadline has passed."
"Three days." Satsuki leaned back in her chair, swiveling slightly. "Hakusuikai has gotten smarter. They do not need to snatch the business back; they just need to force every single one of our documents to go through an extra procedure."
Endo drew a sheet of paper from his folder. "Nagata asked if we need to give Sumitomo Yoshio a heads-up first."
"No," Satsuki replied casually. "If our Yoshio-san finds out now, he will only get angry, and anger solves nothing."
With a light push, she stood up and walked to the window.
The curtains were only half-drawn. The courtyard outside was covered in a thin layer of snow, and a small pile of white had accumulated on the cap of the stone lantern.
"As for Seibu—" She kept her back to Endo. "Have Saionji Construction issue a response today, with only three points."
"First, the entire set of original documents from the transfer information package has been preserved and is ready for review by the bank or any third party at any time."
"Second, construction records, material procurement, and acceptance reports are all independently kept by the original suppliers. Saionji Construction is not responsible for explaining the operational data after taking over."
"Third—the operating revenue, cost control, and loan extension evaluation after the handover of Gokurakukan fall within the scope of the asset owner's operational responsibility."
Endo quickly noted it down in his notebook.
"The meaning of these three points combined is—"
"I will give you the documents, but losing money is your own business." Satsuki turned around. "Once Dai-Ichi Kangyo sees this response, if they still want to pursue it, they will have to turn their spearhead toward Seibu's own business judgment."
Endo closed his notebook. "What about the Osaka side?"
"The Hakusuikai's letter asks about 'group credit commingling.'" Satsuki walked back to the desk, picked up Nagata's comparison table, and looked at it once more. "Then let us completely untangle the commingled parts."
She sat back down.
"Have Saionji Trading send a unified explanation to the four Sumitomo-affiliated manufacturing companies, stating—" She paused. "Saionji Trading undertakes document pre-examination and letter of credit condition reviews. The related business will be independently accounted for and does not rely on Saionji Construction's balance sheet as a basis of guarantee."
"There is no contractual association or cross-default mechanism between the Gokurakukan project and the export documents of Sumitomo manufacturing."
"And add one last sentence."
Endo looked up.
"If Sumitomo Bank Osaka Head Office believes there is a specific risk, please clearly point out the specific transaction number, specific risk terms, and specific legal basis involved. Our office will respond within five working days after receiving a clear indication."
Endo finished writing the last sentence, his gaze pausing on the paper for a moment.
The meaning of this sentence was very clear—if you want to fight, fine.
But you cannot use a vague letter to go fishing; you must tell me exactly which transaction you are talking about.
And currently, the Hakusuikai did not have a single specific transaction in hand that had run into issues.
"In addition," Satsuki pulled a blank memo pad from her drawer, wrote a few lines, and handed it over. "You also have three things to do."
Endo took the memo.
"First line: Organize the timeline of the letters. Record the dispatch dates, overlapping wordings, and carbon copy recipients among the Seibu advisory firm, Sumitomo Bank Compliance Office, and the suppliers."
"Second line: Request that all supplier responses be carbon-copied to Saionji Construction's legal department at the same time."
"Third line: Send a reverse confirmation letter to Dai-Ichi Kangyo Bank—confirming whether the bank received the winter stress test report, energy consumption estimate, and maintenance cost model during the loan review for Gokurakukan back then."
Endo put the memo away.
He understood the meaning of the third point immediately.
If Dai-Ichi Kangyo admitted they had seen those materials back then, Seibu would have no leg to stand on if they claimed in the future that they "had absolutely no idea there was a risk with winter costs."
"My Lady, if the bank replies 'we received them' to the third point—"
"Then the cost discrepancy of Gokurakukan is not the misjudgment of Saionji alone." Satsuki picked up her teacup and took a sip of the lukewarm sencha. "It was the collective optimism of all participating parties back then. The bank, the underwriters, the buyer, the seller—everyone was optimistic together."
"A common ailment of the bubble era."
Satsuki set down her teacup.
"Yes, a common ailment," she said. "So a common ailment should not require only one person to take the medicine."
Endo packed up his folder and bowed slightly. "I will arrange it immediately."
When he reached the door, Satsuki spoke again.
"And one more thing."
Endo turned around.
"Tell Nagata to just proceed with business as usual."
Endo nodded, pushed open the door, and walked out.
January 17, 1991, Tokyo, Saionji Construction Legal Department.
Legal Section Chief Tadokoro flipped through the faxes on his desk once more.
This was the carbon copy sent over by the Legal Department of Hamano Material Industry when they responded to Seibu's supplier confirmation letter this afternoon. According to the new rule set by the Young Mistress, a copy of all supplier responses had to be provided to Saionji Construction's legal department.
Tadokoro paused when he flipped to the second page.
Behind the second page of the fax paper, an extra sheet of paper was slipped in.
The paper was slightly narrower than the A4 sheets in front of it; it was internal stationery from Hamano's legal department.
The content was a "Draft Organization of Inquiry Matters."
Six questions were listed below the title, with "Source," "Verification Method," and "Required Response Deadline" noted next to each question.
Tadokoro compared the six questions with the letters received by other suppliers that he had accumulated.
They were exactly the same.
Even the numbering format was identical, with the serial number in front of each question marked as "SB-EL-91-" followed by three digits.
SB. (Make no mistake, this is the abbreviation for Seibu.)
Tadokoro pulled this draft organization out from the stack of faxes and placed it into a transparent file bag.
Then he dialed Managing Director Endo's direct line.
At 8:00 PM that evening, on the second floor of the Saionji Main Residence.
Endo placed the transparent file bag on the coffee table in front of Satsuki.
Satsuki pulled out the sheet of paper and flipped it over to look at the footer.
Number "SB-EL-91-004."
"SB."
She placed the paper back into the file bag.
"Was it 'accidentally' slipped in by Hamano's side?"
"Legal Section Chief Tadokoro called to confirm. Hamano's legal assistant said it was mistakenly attached during the carbon copying," Endo said. "Hamano's side already knows, but they have not asked us to return it."
Satsuki smiled and placed the file bag back on the coffee table.
"Keep it for now."
She draped her coat over her shoulders and walked toward the door.
"Chizuru."
A soft response sounded from outside the shoji door.
"Prepare tomorrow's refreshments," Satsuki pushed open the door without turning back. "Father said he wants to eat the yokan from Toraya."
The light from the hallway spilled through the crack of the door in a long, thin beam, falling onto the study floor.
On the coffee table, the transparent file bag lay quietly.
In the light, the text "SB-EL-91-004" at the footer of the paper inside was clearly legible.
SB. Seibu.
The rope has been tied.
Now, they only need to wait for the person on the other end to keep pulling.