Arbitrary and capricious, p.1
Arbitrary and Capricious, page 1
Arbitrary and Capricious
Jim Lively
Treaty Oak Publishers
Copyright © 2022 Jim Lively
All rights reserved
The characters and events portrayed in this book are fictitious. Any similarity to real persons, living or dead, is coincidental and not intended by the author.
No part of this book may be reproduced, or stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without express written permission of the publisher.
ISBN-13: 978-1-959127-03-1
Cover design by: Kim McBride
This novel was influenced in part by my experiences as a corporate attorney for many years. It is dedicated to all the friends that I was fortunate to have made at Electronic Data Systems Corporation.
Chapter 1
“Sanders, care to check out the gallery?”
“Yes, let me just finish this email and I’ll be right with you.” Sanders exited his office and rounded the corner to enter the main gallery space.
Taylor stood on a ladder, adjusting a light directed down at a painting on the south wall. He walked over and stood next to the ladder.
“The lighting looks nice on that piece.”
Taylor flashed a smile. “Would it be better if I directed this other light on the painting?”
Sanders rubbed his head. “No, I think it looks fine.” He glanced at his watch. “Let’s get a glass of wine and then we can check out all the lighting.”
She climbed down from the ladder. “I know your rule about the need to enjoy wine while viewing art.”
Taylor Miller, a talented, beautiful, upper twenties woman, was a brunette, with lovely pale skin and piercing mahogany brown eyes. Sanders had first met her when she attended the grand opening of his art gallery, Interurban Contemporary, located in the Core District of Richardson, Texas. She gave Sanders’ a card with her website, and he promised to check out her work.
Several months later, while searching for something in his desk drawer, he came across her card. Sanders agreed to exhibit Taylor’s work at an exhibition in his gallery. They had developed a friendship which culminated in Taylor working part-time for him while she searched for a permanent position elsewhere.
Sanders opened the small refrigerator behind the bar and pulled out a bottle of Markham Chardonnay. He poured two glasses and slid one across the bar to Taylor. “How’s the job search coming?”
She moaned. “Tedious. The right type of position is just not available. I’m getting very frustrated.”
He leaned forward on to the top of the bar. “Sometimes, you just have to be patient. Take me, for instance. I practiced law for all those years before I discovered that all I really wanted to do is paint and run an art gallery.”
“Sanders, I really appreciate your letting me help around here. I know you could manage the gallery fine without my help.”
Sanders gestured toward the ladder. “I’m getting too old to be climbing around on a ladder, tinkering with the lighting. I really appreciate your doing that and your good eye for curating. Your fine art education is certainly reflected not only in your art but also in your view for what goes where in an exhibition.”
Taylor smiled. “Thank you. I just hope I can get a job soon with some museum or college.”
Sanders’ phone rang from inside his office. “It’s probably a salesman or something but I better go see who’s calling.”
He hurried off to his office and answered on the fourth ring. “Hello.”
“Is this Charles Sanders Pierce?”
Sanders wrinkled his forehead. “Yes.”
“The Charles Sanders Pierce who left the practice of law to become a famous artist?”
Sanders laughed. “Yes, to the first part about leaving the practice of law anyway. Who’s this?”
Giggling came from the other end of the line. “This is your former colleague. Don’t you recognize my voice?”
“Jackie? How in the world are you doing?”
“I’m doing fine, Charles. Oh, excuse me, I heard you go by Sanders these days. How are you?”
Sanders leaned back in his chair. “I’m doing fine as well. Are you still General Counsel for Global Data Systems?”
“Yes, going on a year now.”
“Are you interested in purchasing some art or are you calling just to reminisce?”
She sighed. “I wish I were just calling to reminisce, but I’m actually calling to ask a favor.”
Sanders picked up a pen resting on his desk. “Really?”
“Yes, Sanders. Would you consider a temporary contract job with Global Data Systems?”
“Jackie, you’re aware I haven’t practiced law in over five years now? I cannot fathom what value I could possibly offer.”
“In a word, Sanders, integrity. I need someone void of any conflict of interest to help with a corporate internal investigation of sorts. You used to be an expert in health benefits. That’s a critical part of the investigation.”
Sanders doodled with his pen on a legal pad of paper. “The operative words there are ‘used to be’. A ton of changes in the federal law governing health benefits have come down the pike in the five years since I retired. Surely you must have some attorneys in your department who could handle this matter.”
“Yes, but that’s where the conflict comes into play. They’re employees of Global Data Systems. The government would not perceive that as an independent investigation.”
Sanders inhaled and held his breath for a moment. “Couldn’t you hire an outside law firm to handle this instead?”
“I’ve tried. Every major firm I’ve contacted either has a connection with Global Data Systems, or one of its client companies, or worse yet, one of its competitors. Global Data Systems has two major competitors that provide the type of data processing and health benefit claims administration to large corporations across the United States.”
“Jackie, I’ve represented a lot of insurance companies over the years. It’s possible I have a conflict of interest as well.”
Jackie chuckled. “Don’t you think I thought of that? I still have some pull at our old law firm. They ran a ‘conflicts check’ of all your old clients. It came out clean.”
Sander rubbed his forehead. “Couldn’t you just hire the attorney who replaced me when I left the firm?”
“Impossible. You’re referring to Barbara Strom. She has a conflict as well. Barbara used to practice in-house with IBM. As you may suspect, IBM is a major competitor of Global Data Systems.”
Sanders ran his hand over his bald head. “I’m not sure, Jackie. I’m really enjoying not practicing law.”
“I understand, Sanders. However, would you at least come in and discuss the matter with me?”
He sighed. “I’m very hesitant. How long would this job take anyway?”
“A month or maybe two at the most. If you will meet with me, I’ll even buy you lunch in the company cafeteria.”
“I thought you wanted me to show up.” Sanders tsked-tsked and then paused. “I tell you what. If you delete the lunch in the cafeteria proposal, I’ll agree to come in and visit with you.”
Jackie laughed. “Corporate cafeteria food isn’t too enticing, is it?”
Sanders snorted. “Not unless you happen to have a taste for prison food.”
“Okay, Sanders, you win. Are you free next Tuesday at 2:00 p.m.?”
“Just a moment, let me check.” Sanders accessed the calendar on his phone. “Wide open.”
“Fantastic. My secretary will have you cleared with security at the gate.”
Sanders scribbled the date and time on a legal pad. “I’ll see you next Tuesday, but please don’t expect me to say ‘yes’ to whatever it is you want me to do.”
“No problem. I’ll see you Tuesday. Bye, Sanders.”
Jackie hung up before Sanders could respond. He stared down at the legal pad.
Why did I agree to even discuss the matter with her?
Sanders rose from his desk and ambled out of his office and back into the gallery. Taylor was sitting at the bar, staring down at her cellphone, which lay next to her empty wine glass on top of the bar.
He spotted her empty glass. “Care for a refill?”
She glanced over at his full glass. “No, I’ll wait for you to finish your glass first.”
He chuckled. “After that phone call, I may down it in one gulp.”
Taylor wrinkled her forehead. “Did you get some bad news?”
Before answering, Sanders walked behind the bar and picked up his glass. “That was a former colleague of mine.” He paused to take a swig of wine. “She’s general counsel with a large corporation and wants to retain me on some temporary work assignment.”
Her eyes widened. “Really? Are you going to do it?”
Sanders sighed. “I agreed only to meet with her and visit about the matter. I cannot imagine taking up any type of legal work now. I’m content with being an artist and running a gallery.”
Taylor smiled. “If you do decide to take the job, I’m more than happy to cover for you here.”
He finished off his glass of wine. “Thank you. I appreciate the offer. Let me pour us both a refill and let’s go discuss art.”
* * *
Sanders drove the short commute home from the gallery that evening. He had surrendered the view he enjoyed in his downtown apartment for a townhouse he purchased a few months earlier in Richardson. Sa nders chose it because it was only five miles from his gallery.
As he waited for the front gate of his community to open, he pondered what kind of job Jackie would ask him to do for Global Data Systems. Then he all but made up his mind to turn her down.
Chapter 2
Sanders glanced up at the wall clock in his living room. It was 1:00 p.m. He had just enough time to change clothes and make the trek up north to the Global Data Systems sprawling campus on Legacy Drive in Plano. Sanders climbed the stairs to the third floor of his townhouse and entered his bedroom.
He had taken care to select a pair of gray slacks and light blue dress shirt, reminiscent of his previous career, which he laid out on top of his bed. Fast as he could, he changed his clothes and slipped on a pair of black runners with white soles. Sanders smiled at the thought of wearing runners to a corporate meeting. That would never have crossed his mind years earlier when he was practicing law. Back then, it was strictly white dress shirt, conservative tie, charcoal gray suit and freshly polished black dress shoes. He grabbed a navy sport coat out of his entry hall closet before exiting his townhouse.
After maneuvering through light traffic while driving north on the North Dallas Tollway, Sanders eased his FIAT Spider up to security guard’s station and shifted it into park as he waited for the guard to approach his car. The guard check his credentials, handed him a plastic Visitor Badge, and opened the gate.
Sanders slipped the badge into his coat pocket and followed the directions to park in Visitor Parking, located about thirty yards from the front glass doors. Walking through the parking lot toward the doors, a shiny black Porsche 911 passed him first, trailed by a red Jaguar F-TYPE. Both cars disappeared into a small underground parking garage near the front door. Sanders surmised that this parking garage was reserved for corporate VIPs.
He entered the building and right away a security guard asked to see his Visitor Badge. Sanders fished the badge out of his pocket and handed it to the security guard.
As the guard snapped it onto the front pocket of Sanders’ sport coat, he growled, “Make sure your badge is visible at all times while you’re on campus.”
Sanders nodded but did not reply. The guard pointed in the direction of a huge reception desk. As he made his way over to the desk, Sanders surveyed the lobby. The carpet was an industrial gray tone prevalent in modern office buildings built since the late 1990s.
A large bronze sculpture of an eagle perched on a pedestal stood in the middle of the lobby. Sanders would later learn that the eagle was Global Data Systems’ corporate symbol. The artwork adorning the walls was minimal and seemed to have been selected to blend in with the gray and navy blue furniture.
When he approached the reception desk, a young twenty-something blonde, dressed in an impeccable white shirt and gray pantsuit, looked up from the desk and flashed a smile. “Good afternoon, Mr. Pierce.”
Sanders eyes widened. “Good afternoon. I can see you’re very efficient.”
“Ms. Vanderweel is on her way down to escort you to Legal Affairs.” The woman pointed toward her left. “Please have a seat over there”
Sanders nodded. “Thank you. Will do.”
Five minutes passed before an elevator across the lobby opened and a thirty-something brunette woman exited. Sanders watched as she made a beeline across the lobby in his direction, trying not to yawn at her boring corporate wardrobe choice, a navy blue pantsuit and light blue shirt. When she was within a few feet, Sanders rose from his seat.
She said, “Mr. Pierce?”
Pierce smiled. “Yes.”
“I’m Beverly Vanderweel, Ms. Rogers’ administrative assistant.”
“Pleased to meet you, Beverly.”
Beverly gestured with her left hand. “Please follow me.”
The two did not speak as they rode the elevator up to the tenth floor. When the doors opened, Sanders noticed that the carpet was much plusher than the lobby. The furniture was all matching dark leather and the artwork on the wall featured engaging abstract landscapes. Sanders wanted to inquire about the artist but chose to remain silent.
He followed Beverly down a long hallway to a closed door with the words ‘Legal Affairs General Counsel Conference Room’ imprinted on a brass plate. Beverly opened the door. The small conference room offered a stunning view of the Global Data Systems campus ten stories below. Around a maple conference table, eight dark leather chairs had been positioned, spaced evenly apart, with specific care.
“Please have a seat,” Beverly said. “Ms. Rogers will be with you soon.”
Five minutes later the door swung open, and in floated the familiar voice of Jackie Rogers giving some last-minute instructions to Beverly. “Tell Bryan to give me a call this afternoon to update me on the Sterling matter.”
Jackie was frowning when she entered the room and closed the door behind her with her left hand. She clutched a file and legal pad in her other hand. Her face lit up when she made eye contact with Sanders. She rushed around the table and gave him a quick hug.
“Putting out some last-minute fires?” Sanders said with a smirk.
Jackie rolled her eyes. “You couldn’t even imagine.” She gestured for him to take a seat. “Thank you for coming in to meet with me.”
Sanders sat back down in his chair. “You’re welcome.”
She crossed the room so she could face him and sat down. “Before we get started. How have you been?”
He leaned back in his chair. “I’m doing fine. Just leading a quiet life and enjoying being an artist.”
Jackie sighed. “I’m envious. Maybe someday I can retire.”
“How’s being General Counsel of Global Data Systems working out for you?”
She wrinkled her forehead. “It can be challenging at times. I deal with a lot of different problems, more than I dealt with in private practice.”
Sanders nodded. “I’m sure that’s right.”
Jackie opened the file folder and slid the contents across the table to Sanders. “I hate to ask you, but I need you to sign a non-disclosure agreement. Are you okay with that?”
Sanders’ eyebrows shot up. “You want me to sign an NDA just to tell me about whatever it is you want to discuss with me?”
She pursed her lips. “I trust you implicitly. But this is a very delicate issue. This is standard procedure for anyone doing sensitive contract work.”
Sanders picked up the two-page agreement. “Give me a second to read it.”
Jackie leaned back in her chair. “Take your time. I assure you that it’s very standard.”
Sanders spent less than two minutes to peruse the document. After signing it, he scooted the folder across the table to Jackie. “Okay, what’s next?”
She forced a smile. “Thank you. Now let me give you some specifics. As you may know, Global Data Systems handles the data processing and claims adjudication for health benefit plans for hundreds of large corporations across the United States. This is sensitive personal health information. Clients entrust us to perform these operations with the upmost in discretion and privacy. In some—”
Sanders cleared his throat. “Not only that, but it’s also federal law.”
Jackie groaned. “Yes. May I please continue?”
He sighed. “Of course.”
“Our contracts attempt to limit Global Data Systems’ exposure to the extent possible. But as you know, the court cases are trending toward finding us and our competitors as fiduciaries when we perform claims adjudication, regardless of what the agreements state.”
Sanders leaned back in his chair. “That holds you to a higher standard of review and makes you potentially more liable for any mistakes.”
She nodded. “Precisely. We’re aware of at least two cases from the Beta Account where someone or something has leaked sensitive health information. In one case, it involved a diagnosis of AIDS. This individual notified his corporate security, complaining that some stranger contacted him about his medical condition. The other company’s security alerted our head of Corporate Security, who had the matter investigated.”
Sanders tapped his pen on the legal pad in front of him. “Did Corporate Security uncover anything?”
