There are plenty of lawyers in Philadelphia, but one Philadelphia attorney could practice anywhere, as the term is not limited to practitioners in the City of Brotherly Love. The first meaning, deriving from the city’s reputation as home to the colonies’ best lawyers, was purely praise. Later, a more ambiguous nuance crept in, suggesting an aptitude for exploiting technical details.
The letter of comfort, a subtle and captivating novel about the obligations of professionals in the business world, concerns a lawyer practicing in Philadelphia. But is he also a Philadelphia lawyer at large? And if so, what kind? The protagonist is forced to respond with a mercurial tycoon, an old flame, and desperately needed funding. Until the end, it’s a close call.
The author, Arthur RG Solmssen, was himself a prominent securities attorney in Philadelphia. He was also a skilled enough novelist, and sufficiently insightful about his patrician milieu, to merit comparison with Louis Auchincloss, a better known lawyer-novelist of the same vintage. The letter of comfort (1975) is the culminating volume in Solmssen’s trilogy about the Philadelphia legal profession, and it’s safe to say that never before or since has a novel about an issue of convertible subordinated debentures been so entertaining.
Sure, The letter of comfort is much more than a bond issue. It’s hard to think of another book that more effectively dramatizes the strained relationship between executives and their lawyers, or the complex web of obligations that binds them together. It’s also about love, social status and empire building.
The story takes place in 1969. Our hero and narrator is Ordway Smith, a partner in the august fictional Philadelphia law firm, Conyers & Dean. Although a graduate of Harvard College and Penn Law, Ordway presents himself as something less than the sharpest legal eagle in the sky. His main value to the company seems to be his relationships; it is to him that they turn to bring a new CEO, who has just moved to town, into a prestigious club. Ordway, a partner’s son, is also the company’s link to his family’s chemical business, a major customer. As a young man, he failed the bar exam, but a kind senior partner gave him time to try again, explaining, “Brilliant minds aren’t the only thing we need here.”
Ordway proves an interesting and attractive character, gifted with the confidence of his social class but plagued by self-doubt amplified by the knowledge that he stands on third base not because he hit a triple. but because he was born there. Yet it is not Hamlet. As the book progresses, one of his great business lessons emerges clearly: that doubt, properly channeled, is a gift, which goes particularly well with an inordinate sense of obligation.
As the book progresses, one of his great business lessons emerges clearly: that doubt, properly channeled, is a gift, which goes particularly well with an inordinate sense of obligation.
He soon finds himself portraying a self-taught mogul named Charlie Conroy, whose Conroy Concepts Corp. is an old-fashioned conglomerate assembled by an ambitious entrepreneur with little talent or interest in helping its subsidiaries thrive. He also doesn’t have the sense to leave things to people who know what they’re doing. Charlie is in dire financial straits, the markets are moving in the wrong direction, and a $100 million bond offering is the only answer.
The problem is, well, Charlie. Working day and night, he ruthlessly drives his subordinates and criss-crosses the country by private jet in search of acquisitions. For him, trading is much more interesting than managing, and companies are valuable primarily as building blocks of an empire rather than companies creating lasting value. He’s also in a bad mood and probably drinks too much. In other words, Charlie rides close to the edge and takes Ordway with him. At one point, Charlie’s frenzied greed pushes his attorney into a dangerous ethics violation, quickly corrected but shocking nonetheless. Ordway’s already strained marriage suffers further because of his demanding client, who sends Ordway’s wife a mink coat to soothe him after ruining a family vacation. The gesture falls flat.
But much more than a vacation is at stake. Before the closing of the crucial debenture offering, Charlie decides to acquire Bromberg Instruments in Northern California. It’s a smart move; Bromberg is a good company and has the potential to strengthen CCC’s balance sheet, making bonds more attractive to investors. It’s soon clear that each deal is heavily dependent on the other, and both are complicated by the personalities and family dynamics of the company’s executives: Bromberg father and son are at odds over the sale, and that’s perhaps be the least of their problems.
Meanwhile, Charlie’s house of cards falters as he demonstrates the worst qualities of the compulsive negotiator. A lawsuit filed by minority shareholders in the Hydroflo unit of CCC, a maker of washing machines, threatens to derail the crucial bond issue with well-founded accusations of mismanagement. Ordway manages to settle that one. But a seemingly fatal crisis erupts when another CCC acquisition, a power plant builder named Darby Turbine, runs into trouble.
Darby has built a new coal plant in West Virginia, but pollution scrubbers keep clogging and opinions differ on what to do to fix the problem. As a result, Darby’s customer – the local power company, which commissioned the plant – withheld final payment for the work. Suddenly, all parties to the bond deal are facing a diabolical tangle of technical, accounting, financial and, yes, legal difficulties that could torpedo the offer, wipe out numerous professional fees and bring Charlie’s empire down. Solmssen, like its protagonist, handles great complexity with consummate skill, making it all not only clear but compelling, and even maintaining a satisfying sense of urgency.
If you’ve never tried to make a deal like this before the digital revolution, you’ll be amazed at the effort – and strain – entailed by the ink-on-paper technology of the day. Suffice to say that things were much more difficult. With their backs to the wall due to a filing delay, the Brombergs, underwriters, accountants and lawyers agree that while the scrubber’s situation poses a business risk, it’s not an overwhelming risk. And even if it changes what is represented in the documents, everyone is better off living with a caveat inserted into the auditor’s “comfort letter” (an opinion attesting to the accuracy and completeness of the prospectus) than to withdraw from the agreement.
All that’s left is for Ordway to sign Conyers & Dean’s comfort letter, only he’s not very comfortable. No one, after all, sees potential problems more clearly than a lawyer. How bad is this scrubber thing? How bad could this get? Whatever happens, his firm will be involved. “I’m kind of sucked,” he complains to a lover as the action continues to its dramatic climax, “into something that I don’t really want to do because I’m afraid that everything crumbles if I don’t.”
Ordway is not perfect. But in the end, he turns out to be a damn good Philadelphia lawyer after all.