The Merger Clause Ep 3 / 36

Episode 3 — Half a Bagel

calculating…

§1 — Hook

I woke up in the south guest room of an apartment I had not slept in before, on a Saturday morning that was, in my calendar, the first day in eleven that my calendar did not have anything in it.

The senior partners on both sides had agreed to a thirty-six-hour pause. The case had had a fact-pattern shake-out — Liberty's counterparty had filed a supplementary disclosure on Friday afternoon that neither team had been ready for — and the senior partners on both sides had wanted the thirty-six hours to redo the cross-examination grids before the Monday session.

The Holloway senior partner had, on the phone Friday night, been clear that the pause was not optional, by which he meant I do not want either of you working out of either firm's offices for thirty-six hours; the building is full of people who saw the press release, and I would prefer you not be photographed at a desk while you are supposed to be engaged.

I had not argued.

I had, eleven days into cohabitation, stopped arguing about a number of things — the driver, the doorman's reading of the bag tag, the south guest room, the kitchen in which I had not, in eleven days, made coffee.

I made coffee Saturday morning.

I made it the way I make coffee in my own apartment, which is filter, not the espresso machine on the counter that Liam — Chen — Liam — used, and the kitchen smelled, for the first time in eleven days, like coffee that I had made.

He was on the couch.

He was on the couch with a brief on his lap and a cold flat white at his elbow and the kind of clothes you put on when you are not going anywhere, which on him was a charcoal sweater that, for the first eight seconds I looked at him from the kitchen doorway, did not look like a Liam Chen item.

"There is half a bagel on the island," he said. He did not look up from the brief. "The second half is yours."

I looked at the island.

Half a deli bagel sat on a plate. The cream-cheese knife was laid flat across it like a place setting. The cream cheese had been spread to the rim of the cut surface and not over the edge, which is how I spread cream cheese, which I had not, in eleven days, mentioned.

"You went to the deli," I said.

"I went at seven."

"On a Saturday."

"On a Saturday."

I sat at the island. I picked up the bagel. He did not look up.

I ate it.

It was warm in the middle. He had toasted it after he came back. He had toasted it at — what — eight, eight ten, when he had heard the espresso machine not turn on and the filter machine turn on instead, and he had — silently, while I was in the bathroom, while I was reading the paper — toasted half a bagel and laid the knife across it and gone back to the couch.

The kind of person who toasts half a bagel for someone he has not, in eleven days, called by her first name, is the kind of person who is keeping a category open.

I did not know which category.

"Thank you," I said.

"You are welcome."

He turned a page in the brief. He did not look up.

I did not, sitting at the island in his sweater-not-a-suit on a Saturday morning, know which version of kindness this counted as.

I filed it.

§2 — Build

By eleven I was on the couch on the other end. He had moved his briefcase to give me the cushion, which was a thing he had done without saying anything about it, and we were each working a redacted copy of the supplementary disclosure with our laptops open on the same coffee table. I had a tea. He had a fresh flat white. The cold one was still on the floor at his elbow. He had not picked it up; he had not, in the four years he had owned the loft, picked up a cold flat white and reheated it; this is the kind of thing I had learned about him in eleven days.

We did not talk about the case. The case was the thing the laptops were there for. The thirty-six-hour pause was not optional and the not-optional version of the pause meant we did not, in the loft, in front of each other, talk about the case out loud. We marked up our screens.

At one o'clock he stood up and made me a sandwich without asking me whether I was hungry. The sandwich was a turkey-and-arugula on a roll that he had also gotten from the deli at seven in the morning, which meant he had — also at seven — bought a sandwich for a one o'clock that he had not, on Friday night, known would happen.

He put the sandwich on the coffee table. He went back to the couch. He did not say here you go.

I ate the sandwich.

"Chen," I said, halfway through.

"Sinclair."

"You bought lunch on the way home from the deli at seven."

"I did."

"You bought lunch for a Saturday you did not, on Friday night, know I was going to spend on this couch."

"I bought lunch for a Saturday I assumed you would be working through, in this apartment, because the senior partners had told us not to be photographed at a desk."

"You assumed I would be on the couch."

"I assumed you would be on a chair."

"And the bagel."

"I assumed you would be in the kitchen."

I looked at him.

"Of course you did," I said.

He did, for the first time all morning, look up from his laptop.

"Sinclair."

"Yes."

"It is a sandwich."

"On the record," I said. "It is."

He almost — almost — did the thing his mouth had done in the kickoff six days into the kickoff, the not-quite-smile that I had seen in the conference room when the parking-violation form had landed at his elbow.

He went back to his laptop.

The kind of man who does not, in eleven days, call his fake fiancée by her first name and who buys half a bagel at seven in the morning and a turkey-and-arugula on a roll for a one o'clock that he has not been told to expect, is the kind of man whose categories I had not yet finished filing.

I did not file him. I did not know where to file him.

I went back to the disclosure.

§3 — Twist

The phone rang at three forty-one.

The phone was mine. The ringtone — the unsubtle one I keep on for Holloway calls, because the Holloway senior partner's calls are the kind I do not let go to voicemail — went off in the kitchen, where I had left the phone on the island on the way to the couch.

I went and got it.

"Maya."

"Tom."

"Two things. First, Liberty's counterparty has filed a second supplementary; you and Chen will get it tonight."

"Fine."

"Second."

He paused.

The Holloway senior partner does not pause. The Holloway senior partner uses his pauses for opposing counsel. The Holloway senior partner has not, in eleven years, paused at me.

"Maya. Reid is being assigned co-second-chair on the merger defense, effective Monday. He will be in the cross-examination session at nine."

I was standing at the island. The half-bagel plate had been washed. The cream-cheese knife had been put back in the drawer. The kitchen, in the four hours since I had been in it, had been put back to the way it had looked at seven that morning when I had come in for coffee — clean, no evidence I had eaten, and the espresso machine on the counter wiped down.

"Effective Monday," I said.

"Effective Monday. He will second-chair the integration phase as well. The senior partners agreed at lunch on Friday."

"At lunch on Friday."

"At lunch on Friday."

I did not say, Tom. Reid was first chair on the M&A defense in 2022 and he froze in cross and I won the motion and he took the headline. I have not been first chair on anything since. I have, twice, been the closer you call when someone else is about to lose the room. You have, twice, given Reid the headline that was mine. You are, this week, giving him a third.

I did not say it because the Holloway senior partner already knew it. The Holloway senior partner had, in 2022, asked me to step in. The Holloway senior partner had, in 2022, given Reid the headline. The Holloway senior partner had, on the elevator from the kickoff six days ago, told me my partnership vote was contingent and not said contingent on what.

The contingent on what was Reid.

"Understood, Tom," I said.

"Maya — "

"Understood."

I hung up.

I stood at the island.

The thing I do, when I am surprised, is file. I had, in eleven years at Holloway, never not filed a thing the Holloway senior partner had told me on a Saturday afternoon at three forty-one. I filed it. I filed Reid. I filed the cross-examination grid that I had, for the last eleven days, redone in the south guest room at midnight every night under the assumption that the cross was mine. I filed the partnership cycle. I filed the engagement.

The thing I did not file, because I did not know where to put it, was the half-bagel plate.

The plate was, on the drying rack, still wet.

I had, with my filing hand, put my fingertip on the rim of it.

§4 — Cliffhanger

I came back into the living room.

He had not, in four minutes, looked up from his laptop.

He looked up when I sat down. He read me. He has, in eleven days, gotten faster at reading me; I have not figured out, yet, when in those eleven days it had happened.

"Reid?" he said.

I had not, in the kitchen, said the name out loud.

I had, in the kitchen, taken a Holloway senior partner's call on a Saturday afternoon, hung up without committing to anything, and walked back to the couch.

He had heard half of one side of the call, which was understood, Tom and understood. He had not heard the name. He had heard the texture.

"Reid," I said.

He did not look surprised.

He had not been surprised on Friday afternoon when the senior partners on both sides had, at lunch on Friday, agreed to the assignment. He had not been surprised because he had — somehow, somewhere in the six years of being on the wrong side of paperwork from me — known that the assignment was going to happen.

"You knew," I said.

"I did not know it was happening today."

"You knew it was going to happen."

"Sinclair."

"You knew."

He closed the laptop.

He set it on the coffee table. He set it next to the cold flat white that he had, all morning, not picked up.

"Carrington's senior partner told me at the dinner Tuesday," he said. "Not the assignment specifically. The fact that the Holloway senior partner had — twice, in two years — a problem solving for Reid."

"Tuesday."

"Tuesday."

"You did not tell me."

"You did not ask me."

"Chen."

"Liam," he said. Quietly. The way he had said Sinclair in the stairwell the day we met — not to convince me of it, but to put it on the record.

I looked at him.

He looked at me.

The hallway light, which is on the same timer as the entry timer, cycled out and cycled back in.

"On the record," I said. "I am asking you now."

"On the record," he said. "I am telling you. The Carrington senior partner told me Tuesday that your firm has, in the last two years, twice rerouted a headline you earned to Reid. He told me because he wanted me to know — for the joint-counsel face — that the partnership cycle at Holloway was, in his view, a coin flip. He told me at the dinner. I did not know it was Reid until you said the name in the kitchen four minutes ago."

"You did not tell me on Tuesday."

"No."

"Why."

He did not answer.

He looked at the cold flat white at his elbow. He looked at the coffee table. He looked at his hands.

"Sinclair. I did not know what to do with the information. It was — yours. I had been told by Carrington's senior partner about a wound my firm's opposing counsel had been carrying for two years. I did not have a clean way to give it back."

"Of course you did not," I said.

I had not meant for it to come out the way it came out. The dry-comparative had landed on his sweater the way the parking-violation form had landed at his elbow.

He looked at me. He did not say anything.

I picked up my laptop.

I did not, for the rest of the afternoon, work on the disclosure.

I did not, for the rest of the afternoon, look at him.

He did not, for the rest of the afternoon, pick up the cold flat white.

The kitchen, behind me, smelled, for what I counted as another forty minutes, like coffee I had made.

He had no idea — Tuesday, in the kickoff, in the dinner, in the elevator, in the apartment — that the half-bagel he had toasted at eight ten this morning was the first thing in eleven years that someone at Holloway had, on a Saturday morning before three forty-one, given me without first asking what it was contingent on.

He, sitting on the couch on the far side of the coffee table, had a different idea about his information.

He had not been wrong about it.

He had not, either, given it to me.

I did not, sitting on the couch with my laptop open and my filing hand resting on the arm of it, know which of those two — the bagel, the not-giving — was going to be the thing I told Priya about, when Priya asked me on Sunday what eleven days in Tribeca had been like.

I did not, for the first time in eleven days, want to file either.

Act 1 — complete

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