Growth Spurt

31May16

With a rapid growth in new legal business during the latter part of 1960, the firm had to expand. By early 1961, the firm had about twenty-six lawyers, evenly split between Boston and Washington. Much of the workload entailed representing several Boston-based securities underwriters who were busy doing “Regulation A” private securities offerings, which had recently been authorized by the S.E.C. The firm had also picked up the New England Council as a client. The Council served as a business lobbying group for New England based companies, and Colson did their political work while Morin began to pick up corporate work from the Council’s individual members.

One day in January of 1961, Congressman Morse called Morin and informed him that Edward Gadsby, then the Chairman of the SEC, was going to resign following John F. Kennedy’s inauguration. Gadsby was a country lawyer from Williamstown, MA – a Renaissance man; described by Morin as “a lovely, gentle guy.” He had planned to retire to Williamstown and open a small law office there, but Morse suggested to him that he join Colson & Morin, where he could hang his hat in Boston and have a presence in Washington too. Brad told Morin, “you two guys have exactly what he wants!”

Gadsby met with Colson and Morin in their Washington office, assessed their operation, and quickly discerned that the atmosphere in their operation was appealing to him. They broke up the meeting agreeing to talk again soon.

At the end of the day, Colson and Morin were ruminating over cocktails about the prospect of having the former Chairman of the SEC join their firm, and they began to wonder aloud, would he be offended if they suggested his name come first? While most lawyers would jump at the chance, they had pegged Gadsby as a humble country gentleman, and they were concerned that he might think they were trying to trade on his name.

A short while later, Colson invited Morin and Gadsby out to his suburban Virginia home for dinner, and during cocktail hour they began to discuss their potential law firm. Gadsby appeared somewhat uncomfortable to the partners, until after some prompting from Colson, he said, “You know, I’m very easy to please,” and he hesitated further, and continued, “you guys have done so well together and you’re obviously close friends, but the only thing I would suggest to you is that perhaps my name should come first.” Colson looked at Morin and shrugged, and Morin said to Gadsby, “that would be fine with us.”

By 1963, Gadsby, Colson & Morin had quadrupled in size, with offices in Boston, Washington and Ponce, Puerto Rico; and Morin that year moved his family from Hillside Avenue in West Newton to a beautiful historic colonial mansion on five acres in the heart of Wayland.

That same year, Morin received a call from Paul Hannah. He had been general counsel for Raytheon for a long time, and he was looking for a small firm to which he could bring along Raytheon as a client. Hannah met with the three partners and it was quickly agreed that he would be a welcome addition to the firm. Hannah was a very good corporate lawyer with a great deal of prestige and a bit more seniority (he was ten years older than Morin, 19 more than Colson). Hannah suggested that his name head the firm, but Morin promptly informed Hannah that they had promised Gadsby that his name would remain at the head of the firm. So it became Gadsby, Hannah, Colson & Morin.

“Edificaciones”

It may seem unusual that a fledgling law firm in Boston would open a law office in Ponce, Puerto Rico. It is a story worth telling in Morin’s own words:

It all started in 1960 — a year of momentous events. Kennedy beat Nixon and became President. Leverett Saltonstall was reelected Senator from Massachusetts. Chuck Colson (who had managed Saltonstall’s campaign) and I decided to form a law firm. I met Pat Wilson.

Early that year Chuck called to ask for advice. He had been called by a young lawyer in Puerto Rico who wanted to know from Senator Saltonstall who was the number one constitutional lawyer in Boston. Sensing new business, I said “I am.” “Be serious,” Chuck said. “All right,” I said, “he’s on the faculty of the Boston University Law School, and his name is Bob Kent. Now, what’s it all about?”

What it was all about was, at the moment, Pat Wilson. Pat was a young lawyer from Idaho City, Idaho, who had graduated from Notre Dame and Georgetown Law School, had met and married a young lady from Puerto Rico who was attending Visitation Convent, a very exclusive Catholic girls’ school in Washington, D.C. After graduation and admission to the D.C. Bar he had set up a law practice in Ponce, Puerto Rico with a local lawyer named Charles Cuprill.

Pat Wilson’s wife, Adriana, was the daughter of Mario Mercado, a wealthy Puerto Rican sugar planter of meticulous Spanish descent. “Don Mario,” as he was universally known, was a true aristocrat — tall, strikingly handsome in his seventieth year, always dressed in starched cotton cord suit with starched white shirt and dark blue (sometimes red) cravat and a belted 38-caliber revolver holster (usually empty) on his thigh. One of the largest sugar growers in Puerto Rico, he lived in a magnificent hacienda high on the hills overlooking the south shore of Puerto Rico and the blue, blue Caribbean. “Magnificent” that is, until the Commonwealth Oil Company decided to take advantage of the Puerto Rico Industrial Development Act and the deep harbor facilities offered by Puerto Rico’s south coast and to build a state-of-the-art oil refinery only a few miles from Don Mario’s castle. Also, up-wind from Don Mario where the prevailing southerlies never let up in their depositing of large amounts of black, oily soot spewing out of the refinery into Don Mario’s immaculately white aerie — crystal chandeliers and ivory Oriental rugs included.

Don Mario’s hatred of the Puerto Rico Industrial Development Authority and his distrust of the government in general was, therefore, well-developed even before the authority decided to exercise its right of eminent domain to designate 40 hectares of Don Mario’s sugar cane for future factory construction and “industrial development.” Now, this was no great loss to the Mercado empire in terms of acreage. But the Authority itself — no great Mercado lover to be sure — singled out the 40 hectares which were so fertile and generous to cane cultivation that, two hundred years before, the pioneers of this industry had laboriously constructed an intricate network of wood-lined irrigation ditches to capture the pure rain water from the mountains to the north and channel it into the first of Puerto Rico’s sugar cane farms. So choice was the land, in fact, that for generations (including Don Mario’s) this 40 hectares was used for “seed cane” — that is, for developing strong, healthy supplies of cane for transplantation to and proliferation in the vast commercial fields of southern Puerto Rico. In other words, the Governor of Puerto Rico had decided to show the Mercado dynasty who was boss by putting Don Mario out of business.

It was this series of events which eventually, and circuitously, brought me to Puerto Rico as an authority on Constitutional Law, to examine the possible remedies available to the Mercados against the government of Puerto Rico. After considerable study I concluded that if I were successful it would cause the destruction of the then-blossoming, immensely successful and wildly popular program of industrial development of this small Commonwealth known as “FOMENTO” and reduce Puerto Rico once more to a poor agricultural economy dominated by the sugar planters whose principal export was rum.

But I am ahead of myself. To arrive at this stunning conclusion required what can be described only as an “odyssey.”

My first step was to sign up for Spanish lessons at Berlitz in Boston. I had a Panamanian teacher named Roberto. Lessons were two hours, twice a week. I soon learned that Roberto was a (social) beer drinker and it soon occurred to me that I was the last student of the day (4 to 6 p.m., as I recall), and that the Ritz Carlton Hotel was almost directly across Boylston Street (Clarendon ?) from the Berlitz studio. Thus, if I treated Roberto to a couple of beers at the Ritz bar after lessons (and myself to a couple of tongue-loosening dry martinis) I could get another hour or so of relatively cheap Spanish lessons. I learned the words for pencil, pen, paper, window, door, etc. and how to ask and answer certain questions (like,”what color is the pen?”), but by far the most important word I learned was that for “building”: “edificio.” Why, you will soon understand.

Soon it was time to practice law. Step number one was, of course, to read carefully the enabling statute itself, to examine the actual extent of the statutory authority to take private property — as well as the intent of the legislature in enacting the laws permitting it. And, indeed, the language was clear, and the power did exist in the Puerto Rico Industrial Development Authority to acquire private property by eminent domain to the extent reasonably necessary to fulfill the intent of the legislature. But there were some exceptions set forth in the statute, obviously generally intended to make it clear that the Authority was established to create employment, but not at the expense of existing businesses. But the language was strange, I noted.

The exception was described in the statute as applying to “any building wherein was being carried on a bona fide industrial commercial or agricultural enterprise.” “One does not carry on an agricultural enterprise in a building,” I reasoned. On the other hand, I was aware that very large expropriations of sugar fields had been accomplished in the areas east of San Juan for the construction of small factories and assembly plants, and that the local courts had sustained the takings as being authorized by the statute and not effectively excepted.

Still, I was not satisfied that the statute I was reading was at all consistent with that conclusion. And then it suddenly dawned on me that the law had originally been passed in Spanish and I was reading the English translation. And a very cursory bit of research reminded me that a basic principle of statutory interpretation is that the language of statutory origin governs.

With the help of Pedro Perrata’s law clerks I now delved into the Spanish language enabling statute and there — staring at me — was a word I did not know — “edificacione” — which had been translated in the English version as “building.” Oh, Roberto, thank you, Roberto! Somewhere along the course of my Berlitz foray I had learned that the word for “building” is “edificio.” What, then, did “edificacione” mean? Now, I am excited. Remember the irrigation ditches and the dams? What did the legislature intend? Am I on to something?

It is moments like this that have made the practice of law so exciting for me — so much fun. To tackle a problem, to think, to reason, to turn every stone, to discover! And then to pursue. I knew in the back of my mind what I hoped “edificacione” meant. And if I could prove it, I could imagine what it would mean — far beyond Don Mario’s seed cane!

All of this “research” had been carried on in the dark, dark roadside offices of Pedro Perrata which, if it had nothing else, had lots of books in various stages of neglect and obsolescence. (“Pocket parts,” for example, had been accumulated for years without filing, rendering the original volumes all but useless as a research tool. Mertens‘ definitive 20-volume treatise on federal income taxation which you would expect to find only in a serious practitioner’s complete tax library, had not been updated for the four years since its purchase — and there were literally piles of unfilled updated “pocket parts” and new volumes on the floor of the tiny “library” of this one-man shop.) So, it was time to move on.

The night of my “discovery” I briefed the taciturn Pat Wilson on my progress. He was only mildly interested but, more importantly, he remembered vaguely that the Puerto Rico legislature had only very recently begun to keep a sort of “Congressional Record” of its sessions. The next morning we were on our way to San Juan to see what the government had to offer. Maybe somewhere in Spanish we would find out what the legislature had in mind when it used the work “edificacione” instead of “edificio.”

Pat had remembered correctly. And during that fateful year, when it created the Puerto Rico Industrial Development Authority, transforming Puerto Rico’s future forever after from a purely agricultural/tourist economy into one basically dependent upon commerce and industry, the legislature had begun to make a daily record of its proceedings — the “Diario Secciones.” And with very little effort we came to the day when the Committee on Agriculture and Industry had brought its land-taking bill to the floor to explain on the record (diario) the nature of the exceptions set forth in the statute. Although the explanation did not explain the meaning of “edificacione” other than simply repeating it, it did make clear that the government was not meant to take jobs to create jobs. Etched in my mind is the phrase “es decir” used by the Committee Chairman in explaining the exception. “Es decir” (that is to say — or, “in other words” the power of eminent domain was to be used to create employment where none exists, but not at the expense of enterprises already being carried on. I really had all I needed to mount an attack on the Mercado expropriation. But my target was the United States Court of Appeals for the First Circuit, presided over by the brilliant Calvert Magruder.

I reasoned that the Court of first jurisdiction here would have to be the local Puerto Rico Court which could be depended upon to side with the government no matter how compelling the argument. But under the then-prevailing procedural rules an appeal from that court was not to a Commonwealth Court, but, rather, to the United States Court of Appeals for that judicial circuit subsuming Puerto Rico — the First. And Calvert Magruder was totally immune from any political pressure or extra-judicial influence. And Magruder was my hero from law school days. The clarity of his opinions and the flawless artistry of his explanation of them had made the study of the law enjoyable. And, as improbable as it certainly was, I came to know him personally and to play golf with him and his closest personal friend, Dean Erwin Griswold of the Harvard Law School, on a number of occasions as a very young lawyer. (But, that’s another chapter.)

Above all, I did not want to appear before Calvert Magruder unprepared or, even, under-prepared. I wanted to impress him with the depth of my research. I wanted an authoritative definition of that mystery word “edificacione.” One of the great libraries of the world is right in Washington, D.C., and it was there I hoped to find my answer.

The woman at the Library of Congress could not have been nicer. I eventually found her back in the stacks in the Spanish section of the library. It was her domain, and I had been forewarned that there was nothing in the Spanish language that she did not know something about. When I told her what I was looking for and why, she became at once an advocate for the cause. This was not some dull old research project; it was a war between actual people and we were on the same side, together, fighting for the right against the brutal dictator. “Edificacione,” she mused . “I have not heard used that word.” So it was that we found ourselves finally in the humidified, air-conditioned room housing the priceless old Spanish histories and — yes — encyclopedias. Great, large leather folios of bound parchment laboriously compiled with (I guessed) old quills with some sort of pigment and then illuminated (!) with gold outlines. What a sight! Only my friend could touch these, with white-gloved hands. And so it was she who came to the word “edificacione” with its description meticulously set forth in beautiful, legible script by (I guessed) holy monks five hundred years ago. It would be difficult to describe the feeling. Boy, will Magruder love this!

My new best friend read me the description in Spanish and then tried to interpret it. I have forgotten the exact words used, but they added up to what I had hoped for. “Would you say that a fair modern translation might be ‘man-made improvement’?” I asked. “Yes,” she said excitedly, “erect above the ground. That would be perfect.” I was already mentally taking this wonderful lady’s deposition as an expert. There was perhaps no one in the world better qualified to tell the Court what “edificacione” meant. And it meant exactly what I wanted it to mean. The ditches! The dams! The agricultural enterprise providing employment! The unlawful taking!

“This is the nicest morning I’ve ever spent, thanks to you.” I said. “Your courtesy and enthusiasm are beautiful.” “I have never met a lawyer who enjoyed so much what he was doing,” she replied. “I wish every day was so interesting.” And that ended our brief friendship, but left me with memories which will never die.

I hurried back to my Boston office and quickly called Bob Kent on whom I would rely in preparing the pleadings to bring us to victory over the oppressor. “I’ve got it, Bob,” I said. “We’re going to get Don Mario his land back, and we may even wreck the Puerto Rico economy.” “Carlos,” said the professor, “I don’t see how you do it. The average guy would have bowed out of this deal when he first looked at it, but I’ll be damned if I don’t agree with you. Let’s go.”

A flawless petition was prepared for filing in the United States District Court in San Juan (Bob’s idea being to force the government into asking for transfer to the local court if they wanted to). Nothing was left out and we honestly contemplated that they might capitulate rather than risk establishing a disastrous precedent. And now it was time to bring the joyous news to Don Mario and the great Pedro. And it was only fitting that Bob should come with me. He had been with me on my first visit when I needed — or thought I did — a real expert on Constitutional law. And he had formed a sort of bond with Pedro Perrata, who really was a “gas.” (To this day Bob chuckles when I remind him of the Perrata “library,” being far more addicted to the book side of the practice than I.) Besides, I reasoned that when the discussion got down to procedural matters I was going to need all the help I could get. And Kent was all the help anyone could ever ask for!

And so we found ourselves once again in Pedro’s dungeon-like office with Pat Wilson and, this time, Don Mario Mercado himself, in imposing person. This was to be the denouement — I was going to explain our proposed path to victory and Bob would answer the questions on how and when to proceed. And that I did, leaving no detail out, and rolling the word “edificacione” off the tongue in my best Spanish. And I said “Don Mario, we are going to get your cane field back.” There was stunned silence. Pat Wilson asked a couple of sensible procedural questions. Don Mario and Pedro listened awhile and then embarked upon a heated two-person conversation in Spanish which Pat seemed to be able to follow. Then questions followed, but not the kind we expected. Construction of a factory had already been started on the property (the first time I had heard this) — would they have to stop? “Yes, and tear down whatever was there.” The fields had already been destroyed; could damages be claimed? “Yes. Big damages.” (I thought sickly about the priceless ditches and dams!) More Spanish conversation. Might the government retaliate? “Don’t know how.” And so on. Recess for lunch, siesta. Meet again at 3:00 o’clock.

And so the three gringos, Pat, Bob and I, retired to the lovely Ponce Hotel on the mountain-side overlooking the old city and enjoyed a cocktail and a bottle of wine with some tasty little local specialty while Pat tried to fill us in on the conversation between Pedro and Don Mario. Bottom line, Don Mario was concerned that if we won this case the government would be very upset and might decide to retaliate. The Mercado interests stretched into many things in Puerto Rico and they were in rather steady argumentation with the revenue people. They were trying to get the government to help stop Commonwealth Oil from fouling Don Mario’s home. Maybe air service to Ponce would be curtailed, etc., etc., etc. Of course, we had assumed that all of these considerations had been long since discussed and discarded before deciding to retain us in the land-taking case. “Yeah,” said Pat, “but they never thought they could win!”

You guessed it. At 3:30 we met once more. Don Mario had decided that the risk of winning was too great. We had done a very good job and maybe things might change at a later date. Have a nice trip home.

Of the many stories Charles Morin committed to paper, this was the one he most often repeated.

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