Revisiting“The Vegas Resolution”

Vegas.jpg

by Jim Freund

© 2021


            HELP! I’m reaching out to my readers for guidance here. There’s a certain short story I want to write that will serve a purpose, but I see a variety of ways I might go about it. So this piece is really a newfangled branch of prose – an essay about a projected fictional story, or a tale wrapped in an essay, or whatever . . . . Just hang in there, and then set me straight.

* * *

            Deep into my eighth decade now, the time has come to ‘fess up to one of the nagging disappointments of my professional career.

            Back in early 1984 – that’s 37 years ago – I came up with the idea for an offbeat negotiating maneuver, designed to solve the knotty problem negotiators often face as they try to “walk that last mile” to reach agreement on the dollar terms of a commercial deal. At the time, I wrote an article about it in the Legal Times, which was reprinted three years later as The Vegas Resolution in my book, The Acquisition Mating Dance and other Essays on Negotiating.

            I fully expected to be flooded with favorable comments (including a passel of “Isn’t he clever?” reactions) and maybe even to score some legal business from willing disciples. What greeted me instead, however, was a rather muted reception.

            For several decades I licked my wounds, until deciding to incorporate the maneuver into a fictional short story titled Awash in Associates in my 2008 book, Smell Test – Stories and Advice on Lawyering. Inasmuch as the book was being published by the American Bar Association, I was confident that its “dealmaker” membership would warm to the idea – but again, it produced a quiet hush.

            So now it’s 13 years later, I’ve got my own blog – and dammit, I’m determined to give the thing one more try before cashing in my chips! Only this time I intend to add several new enticing wrinkles, which I’m hopeful will garner significant attention.

* * *

            Let me begin by introducing (or re-introducing) you to the typical situation the maneuver is designed to combat.

            Assume that two parties are negotiating a deal involving the acquisition of a company (or any other purchase of property or goods) and are close to agreement on the price. But, as so often happens, the protracted give and take leading up to this point has caused a hardening of their bargaining arteries.

            Each party has characterized its last position as final – “This is as far as I’ll go under any circumstances”. That terminal gap just seems too heavy a lift for either side to undertake. And yet, as is often the case, this verbal finality reflects their public posture. In reality, the deal is virtually begging to be done, and both parties want it badly.

            To make the situation more concrete, let’s say that at this point the potential buyer has offered $49 million to purchase the seller’s company, while the seller is holding out for $50 million. (If it makes you feel more comfortable, make the range $49,000 and $50,000 – the maneuver works equally well at the lower numbers.) That’s a two percent spread between the bid and the asked. Rest assured that in the corporate acquisition arena – in fact, in almost every dollar transaction large or small – that’s a pretty tight market. And in most such cases, underneath the bluster, both sides are ultimately willing to compromise somewhere in the middle.

            Often, however, achieving that final compromise is no piece of cake. Sure, I’m aware of the advice from negotiating mavens – try to reconcile interests rather than compromise positions, separate the people from the problem, invent options that creatively reconcile differing interests – but, for better or worse, the key tactical decision here is usually: Who’s going to suggest splitting it down the middle? If you wait for the other guy to make a move, it might never happen. If you do it yourself, you run the following risk.

            Let’s say the buyer suggests splitting the difference at $49.5 million. If the seller doesn’t accept, then the buyer’s implicit new position (regardless of what caveats he attaches to his offer) is $49.5 million; i.e., the seller knows that the buyer is willing to go that far. Meanwhile, the seller is still at $50 million, and he may well refuse to budge at this time – which means that if a compromise ultimately results, it’s more likely to be in the neighborhood of $49.7 or $49.8 million than at the halfway point proposed by the buyer.

            In these situations, It would be helpful to have a neutral observer who could recommend splitting the difference without this causing either side to change position – but no one fitting that description is likely to be around. If it’s attempted by the lawyer, investment banker, broker, or anyone else identified with a party, the other side will probably assume that the proposal has been pre-cleared with the client, notwithstanding the usual disclaimer (“Hey, it just occurred to me that perhaps I could sell my client on a number somewhere in the middle if you’re willing to make a similar effort with yours . . . .”) – and the damage is done.

            So, although the parties are very close, obtaining closure is still a worry. Reason doesn’t always prevail, and deals can founder even at this point.

* * *

            And it was at this juncture, dear reader, that I had my initial reverie about how this type of impasse could be resolved if the seller and buyer were both in Las Vegas. It involves a pair of dice.

            I don’t know if you’ve ever patronized a crap table, or are otherwise familiar with those little black-and-white cubes that roll across the green felt. No matter; my maneuver is really a matter of mathematics – the straightforward math of crap-shooting.

            Each die is numbered from one to six. So two dice can produce 36 possible combinations, which translate into eleven possible numerical totals, ranging from two to 12. The most common sum – seven – can be made six different ways (6-1, 5-2, 4-3, 3-4, 2-5, 1-6. The next most common numbers, six and eight, each can be rolled five ways. The five and the nine have four variants; the four and ten have three; the three and eleven have two; and “snake eyes” (two) and “boxcars” (twelve) have one each.

            My notion was that the negotiators would link that last 2% segment of the final purchase price to a roll of the dice.

            With the dice producing eleven possible totals, an increment of purchase price could be assigned to each number. For example, since two is the lowest total, that could serve as the low end of the bargaining range, in this case, $49 million. The highest total is twelve; that would be the top of the range, $50 million. Now, it just so happens that each number in between can be assigned a $100,000 increment. (Whatever the bargaining gap, dividing it by ten creates the appropriate increments; e.g., with a $100,000 gap, the increments are $10,000 each.)

            In the original article, I took off from there, posing and responding to all the questions that needed to be answered to utilize this mechanism, but without personalizing any of the characters involved. Later, in my story, the idea was introduced in the context of an existing partner-associate relationship in the purchaser’s law firm. (You know the drill: previously scorned associate comes up with idea, sells it hard, bails out partner with client, gains partner’s increased reliance, and so on.)

            For this third time around, I’ve decided to use the story format (which allows me to introduce seeds of conflict into the proceedings), but with one key difference: the individual who comes up with the dice concept and sells it to various constituencies along the way is now a WOMAN!

            Not only does no one of that gender appear in those prior efforts (my bad), but let’s face it – when you picture dice being rolled (as in the “Luck Be a Lady” boiler room scene in Guys and Dolls), the participants are usually all male. So that’s my first fresh take on the subject – a lady high roller let loose in the hallways of finance.

            At this point I haven’t actually written the story, but I’ll lay out for you the proposed plot and introduce the key characters. I’m looking for your feedback as to how I should resolve some of the unsettled issues.

* * *

            The heroine – whom, in a touch of irony, I’ve named Sarah, the moniker of the Salvation Army doll who confronts Sky Masterson and his gambling cohorts in Guys and Dolls – is a young partner in a mid-sized law firm (The Darrow Firm). The firm’s senior partner (we’ll call him Chieftan) has for years cultivated a major client (Byre Corp), which has resulted in lots of assignments to handle acquisitions. For each Byre deal, Chieftan assigns a young partner to run with the ball.

            The general counsel of Byre (a reprobate for whom I’ve chosen the name Ogler) has had his eye on Sarah for a while – perhaps less due to her legal acumen (which is plentiful) than to her good looks (which are bountiful). So when Byre is preparing to negotiate its latest potential acquisition of a company (Cellar Corp.), Ogler calls Chieftan and asks him to designate Sarah as The Darrow Firm’s partner in charge of the deal. Chieftan, who values Sarah’s skills highly and wants to accommodate Ogler’s request, agrees to do so.

            Relations start out well, as Sarah handles the negotiations with Cellar quite ably, and the parties are closing in on a deal. But now something happens which leads to conflicting dynamics that pervade the rest of the tale. (This is the first place I need your help.)

            Here’s how I originally plotted things out. The sinister Ogler just can’t control himself; and during a late night strategy session between the two of them in his private office, he makes an unambiguous sexual move on Sarah.

            If I ultimately go this way, I promise to devote some generous ink to describing this encounter in the story – but for our purposes here, suffice to say that Sarah was having none of it. Byre Corp. may be The Darrow Firm’s big client, but Sarah immediately rejects Ogler’s overture and tells him off in no uncertain terms.

            Well, now we have our villain. Ogler is mad as hell at Sarah and wants her out of his sight forthwith. But he realizes he can’t fire Sarah as Byre’s counsel on the Cellar deal, because then his boss is likely to find out that he put the make on her. His boss (the Byre president, a man named Frugal) is known to take a strong moralistic stance on such matters, so this wouldn’t be advantageous to Ogler’s career. Still, the spurned general counsel is now determined to do everything in his power to undermine Sarah, even if it means sabotaging the Cellar deal.

* * *

            I showed this version to several close friends, and a few advised me against introducing the sexual harassment bit. “Leave out the sexual overture because it makes readers think too much about recourse for that,” advised one. Another said, “One thing I would write out of the story is the sexual harassment. That’s too gimmicky in the MeToo world.” And a third objected because “it’s likely to throw off your main purpose of the story – a new technique for solving problems.”

            I respect the guys who espoused these views, but I’m loathe to give up the one sure way to provide the venom that turns the spurned Ogler against Sarah. I suppose I could have him make a “romantic” (but non-sexual) overture which she turns down, and he takes the turndown badly – but it doesn’t seem to carry the same weight . . . So let’s leave it as is for the moment.

            But I’d like to know what you think about this subject . . . .

* * *

            Now it just so happens that in addition to her keen lawyering skills (and incidental good looks), Sarah is a gambling junkie in her spare time. While other young partners make downpayments on a house in the Hamptons or go skiing at Aspen, Sarah’s idea of a prime vacation is to fly out to Las Vegas and spend serious hours at the crap table.

            Meanwhile, the Byre-Cellar deal has evolved into the situation I described earlier – with the parties at $49 and $50 million respectively, and no further movement taking place. Cellar, through its CEO (named Stoutheart), has given every indication that it won’t budge a nickel below the $50 million level Stoutheart wants to achieve in the deal. Byre, through its (aptly named) CEO Frugal, has made it clear that $49 million is the top price he would be willing to pay, even if that means Byre will lose the deal.

            And this is precisely the point at which Sarah comes up with The Vegas Resolution – the idea of basing the final price on a roll of the dice. (In the story, I’ll need to resist the temptation to have the comic strip light bulb blaze on to signal innovation.) She understands it may be a longshot, but nothing else has worked so far with these ornery executives, so she feels it’s worth a try.

            Sarah realizes, however, that before she can present this idea to Frugal as something to use with Stoutheart, she has to run it by her own boss Chieftan, who might prove reluctant for her to take that uncommon tack. And, in fact, Chieftan is initially resistant – hesitant about suggesting anything to Frugal that might make his cash cow think less of The Darrow Firm.

            But Sarah doesn’t give up easily. To lend authenticity to her pitch (and emphasize the probability of a conservative result from the dice), she prepares a written table that shows the purchase price assignments, the number of ways each total can be rolled, and the resulting odds on a single roll. It looks like this:

Dice Total      Purchase Price           Ways to roll (out of 36 possibilities)       Odds Against

2
                     $49.0 million                         1                                              35-1

3
                     $49.1 million                         2                                              17-1                

4                      $49.2 million                         3                                              11-1

5                      $49.3 million                         4                                              8-1

6                      $49.4 million                         5                                              6.2-1

7                      $49.5 million                         6                                              5-1

8                      $49.6 million                         5                                              6.2-1

9                      $49.7 million                         4                                              8-1

10                    $49.8 million                         3                                              11-1

11                    $49.9 million                         2                                              17-1

12                    $50.0 million                         1                                              35-1

            As the table shows, she explains to Chieftan, the numbers five through nine, which relate to prices from $49.3 million through $49.7 million, account for 24 out of the 36 possible combinations. In other words, she assures him, the chances that a roll would fall somewhere in this midstream are two out of three; and the likelihood of an aberrational result could be further minimized by providing for several rolls and averaging the results.

* * *

            One of my readers – more a litigator than a deal maven – chafed at the bias toward the middle created by using a pair of dice. His suggestion was to use a single die, which gives each of its six numbers an equal chance of coming up, and letting the one and the six represent the zero and one million dollar poles, with the other four numbers representing increases of $200,000, $400,000, $600,000 and $800,000. He further advises me to “resist the temptation to roll the single die twice because that would lead to in-the-middle bias.” But for me, the in-the-middle bias of using two dice (and perhaps performing two rolls) is a key feature of this resolution – I feel that most business people would be predisposed to keep to a minimum the risk of an aberrational result too close to either party’s last position.

* * *

            The tabular presentation does the trick. Gradually – although the idea of this goes against everything Chieftan has held sacred for 30 years – he grasps how the dice idea might work to resolve a small-margin impasse at the end of a tedious price negotiation. And, not incidentally, he sees how it might enhance The Darrow Firm’s stature with its client. “Sarah,” he says, “I think you’re on to something here.”

            But Chieftan isn’t about to give Sarah carte blanche. For example, I can imagine him making a little speech along these lines. “At least it could be feasible in a case such as this, where the parties are privately-owned. If a public seller were involved, everyone would be gasping in horror: ‘How dare you deal with the stockholders’ money in this fashion?’ I can just picture the paragraph in the proxy statement that solicits shareholders to approve the acquisition of the company:

          “In arriving at the negotiated purchase price, the parties took into account the company’s results of operations for the past five years, its net worth, its present and historical market values . . . and then rolled dice for the last $1 million’!”

            Sarah readily agrees that the SEC may not quite be ready for this kind of thing. But they concur that the real question is whether their client Frugal is ready for it – especially since he’s almost certain to end up paying more than $49 million.

            He may not be, Sarah admits, if indeed he’s really unwilling to go higher than $49 million to buy Cellar under any circumstances. But, she adds, if what’s at stake here is more a matter of machismo or saving face or whatever, then the dice roll might give him an acceptable way of arriving at a deal.

            That’s right, says Cheiftan– adding the observation that since Frugal is such a numbers man, he may be intrigued by the mathematical aspect. So Chieftan concludes that it’s worth a shot, since they certainly don’t seem to be getting anywhere in terms of traditional bargaining.

            He authorizes Sarah to present the idea to Frugal, with this caveat: “But don’t tell him you ran it by me, so I can disassociate myself from the thing if he doesn’t like it.”

             Sarah winces inwardly – (Is she thinking, “That’s so typical of a male boss”?) But she readily agrees to abide by Chieftan’s caveat.

* * *

As she later prepares for the meeting with Frugal, Sarah tries to picture his reaction. One thing she knows for sure is what his big question is likely to be –  a tough one to answer, but vital to deal with.

            Ordinarily, when Sarah is about to suggest a new strategy to a corporate client, she might run it by the company’s general counsel first. But after her unpleasant experience with Ogler and his sullen mood since being turned down, she decides not to do this – afraid, as she might well be, that he’ll give her idea short shift and adversely influence his boss. So she arranges a meeting directly with Frugal. Unfortunately, though, Ogler finds out it’s taking place and makes it his business to be there.

            As Sarah presents the proposal to Frugal, Ogler is itching for the opportunity to jump in the very moment he senses that Frugal is unimpressed, and to demolish the damn thing. But in fact, Frugal listens carefully to Sarah, is impressed by the logic and her chart, and grasps the usefulness of the proposition.

            (See! I told you it would work with a smart client. . . .)

            Aware of Frugal’s growing interest, Ogler bites his tongue and refrains from throwing cold water on the concept – at least not yet, while Frugal is taking the proposition seriously.

            Frugal now asks several questions, explores some of the ramifications, and then says (and here I quote him verbatim): “But Sarah, here’s the real negotiating problem created by your idea. When we raise it with Cellar, won’t they view it as a signal that we’re willing to pay top dollar of $50 million – not just the $49 million I’ve been trying to get them to accept, and not even the $49.5 million they could infer if we offered to split the difference in traditional fashion? And won’t that knowledge tempt them to reject our proposal and hold firm at $50 million, in hopes that we’ll ultimately come around?”

            It was the key question that Sarah knew Frugal would ask. She is ready for it – but before she has a chance to reply, Ogler sees his opportunity and leaps in. “That’s an excellent point, Frugal, and the risk of it happening is definitely there – especially since we’ve made such a big deal out of $49 million being our top figure. Now, uh, it seems to me that instead of this Vegas stuff, what we really ought to do is to . . . .”

            But Sarah regains the floor, interrupting Ogler’s negative reaction with these words: “I see your point, Frugal, but we can reduce this risk substantially by the manner in which we suggest the proposition. After all, there’s a big difference between a buyer who’s willing to pay $50 million – and it’s willingness, not capacity, that’s usually at issue – and a buyer who’s willing to take about a three percent risk that he’ll have to pay $50 million. A risk, I would add, with a correlative opportunity to make the purchase for $49 million. So your pitch to Stoutheart should be something like, ‘I don’t want to pay $50 million – but I’m a gambler, and if you are too, here’s a way we can resolve this impasse.’ If Cellar rejects the proposal, we’re still at $49 million, no matter what reading they choose to make of the situation.”

            Frugal is impressed with Sarah’s acumen. After some further discussion (and despite Ogler’s negative muttering), he authorizes Sarah to give the dice resolution a try.

            Sarah is delighted. She had known, of course, that Byre has the wherewithal to pay up to $50 million for this deal; and now she’s found out that Frugal – while still as tight-fisted as his name – is enough of a gambler to try it this way, without violating his macho approach to the power aspects of negotiating.

            Before she leaves the meeting, however, Frugal emphasizes to her that in dealing with Cellar, the dice idea can’t seem to have emanated from Frugal. He’s probably worried, Sarah guesses, that it might be construed by Stoutheart as undercutting Frugal’s seriousness toward the negotiations. “You handle it, Sarah,” he says, “and don’t attribute it to me.” (Another timid male . . . ?) As for Ogler, he has no intention of even attending the forthcoming meeting with Cellar, at which he’s certain Sarah’s approach will be utterly rejected.

* * *

            The next step, of course, is the big one, as Sarah well knows. It’s one thing to have gotten her own client on board – it will be quite another to win over the other side. The biggest obstacle is the typical cynicism of an adverse negotiator – the kneejerk reaction that such a novel proposal must be designed to benefit the proposer, at the expense of the recipient.

            Sarah can see two hurdles here – President Stoutheart of Cellar, and Cellar’s lawyer, a middle-aged man named Counselor. In Sarah’s mind, the key is the lawyer.        If he is opposed to it, there’s little hope of reaching his client. But Sarah has so far enjoyed good relations with Counselor during the negotiations; and if Counselor can be persuaded that the idea has merit, then he can help sell it to Stoutheart – with a much higher chance of success than if Sarah (or even Frugal) attempted to convince Stoutheart directly.

            Sarah favors the approach of trying out the dice concept on Counselor lawyer-to-lawyer, with no clients around. The pitch she intends to make is that if both of them endorse the idea, then they can attempt to sell it to their respective clients. In her mind, this is preferable to surprising the opposing lawyer with a controversial concept like this in front of his client. The hazard of such surprise is that even if the lawyer is interested in pursuing the concept, he may well balk at it initially – since he wouldn’t know at that point how well the idea has gone over with his client.

            Prior to the meeting with Counselor, I envision a scene where Sarah is in her own office with the capable senior Darrow associate on the deal (Debby), discussing what lies ahead. Here’s a stab at their dialogue.

            Sarah: “There’s a real tactical decision to make regarding how to bring up the proposition with Counselor. To keep it from being attributed to Frugal (which he has insisted be the case), I probably should appear to have made up the idea on the spot – the proverbial light bulb flashing on above my head.”

            Debby: “Yes, but the problem with that is you’d then have to spend some time fussing with how the numbers work – it can’t appear to flow too smoothly.”

            Sarah: “That’s right. And I can’t help thinking that the proposal might stand a better chance of being accepted if I suggest this isn’t something new – that gaming solutions occur all the time. Most (middle-aged male?) corporate lawyers don’t like to be way out ahead of the pack.”

            Debby: “You could buttress that by producing a pad of printed score sheets. In effect, you’d be saying, ‘Another day, another roll of the dice’.”

            Sarah: “That’s a good concept. But then, of course, the risk of it being attributed to Frugal is much greater . . . .”

            After further discussion, Sarah decides to approach Counselor on an in-between basis. She won’t pretend she just thought this up –  she’ll admit it’s been percolating in her mind for a while, so that’s why she has the numbers down pat, But she won’t claim falsely to have used it in other deals, and further will imply that she hasn’t yet run it by her own client.

* * *

            So, later that day, Sarah meets with Counselor in the latter’s office. Counselor – a smart, experienced attorney with a strong practical bent – comments at the outset that “We’ve got two bull mooses butting heads here, neither of whom is willing to be the first to suggest a compromise – even if it means losing the deal.”

            Sarah, agreeing with his sentiment, says she has a “somewhat offbeat idea to break this logjam.” From the outset, Counselor shows real interest. Sure, when she first mentions the dice, his eyes widen in surprise, but he continues to listen; and as Sarah proceeds with the analysis and provides him with the table of values, it’s clear that Counselor is taking this seriously. Apparently, he considers it a constructive way to get the deal done – something that he knows his client wants to see accomplished. He must have sensed, thinks Sarah, that his client Stoutheart is enough of a gambler – and wary of Frugal ever agreeing to his $50 million asking price – that the idea might fly.

            (Another smart guy has joined the team – please take note!)

            After Sarah has expressed confidence that she can convince her client to go along with The Vegas Resolution, Counselor then raises the kind of question that lawyers relish: If they decide to roll the dice, will the parties be bound to do the deal at the dice price? Addressing his own question, Counselor suggests that the parties should draft and negotiate the entire deal before throwing the dice – leaving only the purchase price blank, to be filled in and the agreement signed once the dice are thrown.

            But Sarah notes that even there, the guy who doesn’t like the result can just refuse to sign. To really button it up, you’d need to have a signed final agreement before the roll, which recites the dice procedure to be followed in order to fix the price.

            Counselor agrees with her legal analysis, but notes that the document may become public some day – “And I’m not sure you’d want to broadcast what we did to the world.”

            They discuss it some more, and finally Sarah proposes (and Counselor accepts) that they rely on moral suasion – getting the two parties to orally agree in principle in advance of the roll that they will move ahead on a deal at the price determined by the dice.

            Sure enough, Counselor gets back to Sarah late that afternoon to say that Stoutheart is willing to “roll them bones.” (Good boy, Stoutheart!) Sarah replies that Frugal is also on board. They work out the particulars, conclude negotiations on all other terms of the deal, and set the ceremony for two days hence.

* * *

            Lying in bed that night – pleased as punch with how things are going – Sarah indulges in some uncharacteristic fantasy reflections, which run along these lines.

            She envisions the process somehow getting disclosed, at which point a disgruntled one percent owner of Cellar sues both sides for being irresponsible with the stockholders’ money. She can almost hear the judge delivering his opinion orally from the bench, in these words:

            “Admittedly, the gaming conclusion to the negotiations was rather bizarre, to say     the least. But the defendants have advanced a simple justification for their actions – it clinched the deal. I find that to be the crucial factor, particularly since the evidence is unclear whether, without this device, either party would have budged from its prior position . . . . Judgment for the defendants.”

            Hooray! Sarah’s nocturnal mind then takes off from there. Following the judicial seal of approval, the idea of shooting dice catches on as a handy solution for this kind of problem. In fact, when deals reach a certain point in the bargaining, it becomes common for someone to suggest, “Well, how about using Sarah’s Resolution?” and no one has to explain what it is – sort of like the Stayman Convention in bridge. Sarah’s name has become synonymous with the process. All over corporate America, attorneys are carrying dice in their attaché cases, just in case the opportunity might arise.

            A few more years go by in her fantasy. Now, the lawyer proposing Sarah’s Resolution doesn’t even have to say anything. He or she just takes out a pair of dice and gives them a plunking palm rustle – like The Caine Mutiny’s Captain Queeg with his little steel balls – until the other side takes the hint.

            Time passes. Now every conference room across the land is equipped with a pair of dice, perched in the middle of the table near the pencils and yellow pads – like the doubling cube on a backgammon board. Whoever wants to suggest their use reaches out and pushes the dice toward the adversary, raising one eyebrow ever so slightly. The people on the other side exchange glances; their leader then nods in agreement. A green felt pad is spread across the table. A certified public accountant – resembling one of those vote tabulators we used to see at the Academy Awards – is produced. He or she fills in the numbers on a printed scoring pad, then picks up the cubes. The seller yells a hopeful “Boxcars!” The dice are thrown . . . . It’s a deal!

            And on that blissful note, Sarah falls asleep.

* * *

            Well, now the big day comes. All participants (including Ogler) are assembled for the dice roll in a conference room at Counselor’s law office. Frugal and Stoutheart shake hands to initiate the proceedings. The conference table is cleared of papers and coffee cups. The procedure is reiterated once more. Sarah proudly produces a pair of dice.

            But just then, before things go any further, Stoutheart says, “I don’t want to imply mistrust, but how do I know these dice aren’t loaded to produce a low number?”

            This catches everyone by surprise. As might be expected, Frugal registers indignation and Ogler engages in a lot of huffing and puffing about Byre’s honesty, Stoutheart’s pernicious implication of mistrust, and so on. It’s a tense moment indeed. Let’s face it – when the deal-clincher has been reduced to a novel proposition like rolling the dice, everything is very fragile, and the whole edifice could easily come crashing down.

            But Sarah – (What a woman!) – keeps her head and, without even consulting her client but speaking directly to Stoutheart, says, “If you’re worried about that, Stoutheart, we’d be prepared to reverse the formula and let the low dice numbers stand for the higher prices.”

            Stoutheart flashes a broad smile. “Very smart, Sarah – that’s just what I wanted to hear! You’ve solved my problem – there’s no need to switch the numbers. Let’s proceed as planned.”

            They had agreed to have two rolls of the dice – one by each side – with the final number being an average of the two. Counselor and Sarah are given the rolling honors. Counselor promptly rolls a seven. Sarah picks up the dice, resists the temptation to blow on the cubes or cock them by her ear, and rolls a nine. The average of eight produces a $49.6 million purchase price. Frugal and Stoutheart shake hands – the deal is sealed.

            Frugal has another appointment to keep and leaves the conference room right after the handshake. Ogler hangs around and manages to leave at the same time as Sarah. They get into the elevator together. No one else is around. Sarah is feeling quite pleased as the author of the idea that has cemented the deal. Ogler isn’t.

            “You and your idiot ideas, Sarah,” he says. “Forget the fact that you rolled a nine – that’s just physical incompetence. But not only does Byre end up forking out $600,000 more than Frugal wanted to pay for this deal, it’s even $100,000 more than if we had just split the difference at $49.5 million – which I know Stoutheart would have been agreeable to, regardless of all your pablum about his credibility in sticking at $50 million.” Ogler pauses briefly and then, flashing a mischievous frown, growls: “You know what, Sarah? I’m going to deduct that $100,00 from your firm’s fee.”

            Sarah waits for Ogler to chuckle and say he was just kidding, but it doesn’t happen. As the elevator reaches the lobby and Ogler stalks away without even a goodbye, Sarah realizes that when The Darrow Firm submits its bill for the deal, she is likely to have a real fight on her hands.

* * *

            Okay. So now the key question arises – how should the story end? Here are a few of the possibilities.

  • It could just conclude on the ambiguous note of Ogler’s ugly threat, leaving the ultimate verdict on Sarah’s performance up in the air – but hinting at a moral such as “Just when you think everything is going swimmingly . . . .” 


  • It could play out that Frugal overrules Ogler, congratulates Sarah on getting the deal done (albeit at slightly above the mid-point of the contested range), and pays every penny of The Darrow Firm’s fee. (No more than that, though, since any bonus would belie Frugal’s name.)

  • To the contrary, Frugal could be adversely influenced by Ogler, and not only hold back some of the fee but put the relationship between Byre and The Darrow Firm at risk.

  • In which case, what would Chieftan then do – stand by Sarah, or turn on her as causing this major client problem with her “cockamamie dice idea”?

            A female reader of the draft who liked the story said that “only the second possibility leaves the very smart Sarah in the clear and clearly in the black – all to the good.” Still, I’m placing a little less reliance on her view, which continued with “It’s unlikely I’ll ever choose to see a woman do anything less than win (YAY KAMALA!).”

            A male reader, who reached the same conclusion of a happy ending, suggested having “a special party for Sarah,” and that “if you want to appeal to rednecks, give her a gift of felt-covered dice to hang from the rear-view mirror” – although he felt compelled to add, “the danger of this being that it allows cops to stop her for harassment because technically that’s a violation in some places.”

            Another male reader came up with an interesting twist, based on the “cardinal rule” for a gambler – to have an “ace in the hole.” He suggested adding to the story a reference to Ogler’s “big mistake of putting of some his (sexual) advances in emails, which he has forgotten about – but Sarah hasn’t. And she hasn’t discarded them either. Those emails are Sarah’s ace in the hole which she keeps “just in case.” If Ogler chooses to follow through with his threat to reduce the fees, Sarah might decide “to turn the tables on him through those saved emails.”

            Here’s the thing, though – I have a basic problem to resolve. From a strictly literary standpoint, in terms of short story dramatics, Ogler’s tale-end villainy really appeals to me; and I’d relish selecting and drafting the most worthy resolution that flows from that move.

            On the other hand, if my mission is to get negotiators to buy in to the use of The Vegas Resolution, do I really want to undercut its value by stirring up this sort of trouble in a tale where it has actually been put into play? I can just see a reader thinking, “Well, Jim, I like your dice idea on the merits, but I’m just too concerned by all the issues it can raise – as you’ve pointed out so cogently at the end of your story.”

            Let’s face it, at the risk of dulling down the tale, I might be better off having Sarah roll snake eyes, thereby reducing the final price below the midpoint of the disputed range – and with everyone on her team (except bad boy Ogler, of course) quite pleased with the results.

            Anyway, you can see that I need to devote some additional reflection to the whole thing – and for that, I would certainly appreciate your input . . . .

Previous
Previous

Confessions of a Superstition Skeptic

Next
Next

Wit & Wisdom