A Rational Arrangement, page 23
“Even stipulating that she does—” and his father’s tone made it clear that he was dubious on this point “—there is still the matter of her parents, friends, relations. Not to mention yours. Do you want to be the subject of rumor, Nikola?”
Do I have a choice? “I will not live my life based on the fear of ‘what will people say?’”
“No. I don’t suppose you will.” Lord Striker’s stern, square-jawed face looked weary. “Why must you learn everything the hard way?” There was no answer for that so Nik didn’t bother to offer one. “Yet you must be serious about your reputation and duties someday. This house cannot afford – literally cannot afford – your continued shenanigans. You cannot rely upon the continued beneficence of petitioners, especially with the low quality of the people you entertain.” Entertainment? Is that what you’re calling it today? Nikola held his tongue as his father continued, “You must marry a woman of means and quality, and treat this house and its people with dignity, or it will surely come to ruin.”
“I hear you, my lord.” Agree, no. “Shall we walk on? I daresay your guests are waiting for you.”
By the narrowing of his eyes, Nik could tell Lord Striker caught the distinction, but his father only gave another sigh. “Very well.”
The week before Ascension was crowded with a hundred little things that all had to be finished now, before the Season made all business impossible. Justin carved out time for a Thursday invitation to Nik anyway – hunting at the Markavian’s preserve and dinner afterwards – because it had already been too long since he’d seen his friend. Wednesday morning, one of his negotiations succeeded with unexpected speed, and Justin found an hour to call on Miss Vasilver. He’d already selected a handful of holdings that were good candidates for sale and had files prepared on two. Justin brought his secretary, Henry Millson, along as a resource for additional information.
At the front door of Vasilver’s house, Justin identified himself and the nature of his call: “Business with Miss Vasilver,” in the hopes that this, combined with his professional rather than social attire, would let him avoid a social reception. Vain hope: he was received in a parlor at least as stiff as his own formal one, where Mrs. Vasilver entertained him for a handful of minutes while her daughter did whatever it was women did before they would see callers. The older woman looked like a squishy version of her daughter, with none of the girl’s spine or cool reserve in her manner. She was obviously overawed by having Lord Comfrey in her parlor, falling over herself to make him welcome. He bore it with tolerant amusement. There were far worse fates than being fawned over.
When Miss Vasilver joined them, she wore not a morning-call dress but a professional suit: a slim straight skirt of sea blue pinstriped with pale blue and a tailored jacket that looked masculine on her tall, boyish frame. A lace scarf bloused between the jacket’s lapels, secured by a cameo pin. Matching lace cuffs draped over her wrists from beneath the jacket’s sleeves, unlike the plain cuffs under Justin’s business jacket. It was appropriate attire for an appointment with a colleague, suited to an office and not a parlor. Justin smiled in appreciation of that gesture as he rose to offer his hand – palm up correctly this time. He found himself amused that it took conscious thought to do so, as if the subconscious part of him had decided she was a man, or at least ought to be treated like a man. She certainly cut an appealing figure in that suit. “Miss Vasilver. Thank you for seeing me; allow me to present my secretary, Mr. Millson. We brought a couple of files for your perusal.” Millson, a dignified man of medium build some years older and inches shorter than Justin, inclined his balding head in acknowledgement, one hand motioning to the case.
“My pleasure, gentlemen.” Miss Vasilver’s manner was as reserved as before; she flicked her gaze over him impersonally before glancing away. “If you would care to discuss this business in my study?” She made a slight gesture to the door.
Justin inclined his head and took his leave of Mrs. Vasilver. The latter looked offput. “But, Wisteria, surely the parlor is more comfortable—”
“—for a social call, Mother, which this is not. We’ll need the space. Gentlemen.” Miss Vasilver led the way to an office suite on the first floor, beside the library.
A slim, puppyish clerk was working at a desk in the suite’s front room. He raised his head from his ledger to give Miss Vasilver a worshipful look. She returned a cordial nod and a “Carry on, Mr. Thackeray” that held no more cognizance of the clerk as a man than her reaction to Justin. She unlocked the office door and stood aside for her visitors to enter.
Miss Vasilver’s study was a long room, with a graceful sofa beneath the window along one side and a fireplace bracketed by bookcases of carved dark wood opposite. The walls were painted a warm light yellow with a runner of flowery trim along the floor. At the far end was a gigantic U-shaped mahogany desk, with shelves and little drawers atop the two sides facing the wall. Beneath were both large filing drawers and smaller drawers for other items. The free-standing side was more akin to a table, with three chairs ranged about it, and a fourth at the center of the U. Justin, who had a beautiful antique rolltop desk in his own office, found himself envious of this capacious monstrosity. The surface held no loose papers, but a few stacks of closed files and binders. The whole of the room was brightly lit by gaslight fixtures and heated by a central furnace: the flagstones of the fireplace were scrubbed clean, with no indication that the grate within had seen a fire in years.
The gentlewoman circled behind the desk with a whisper of cloth from the kick pleat of her ankle-length skirt and took her seat with a wave to the other chairs. Justin sat as well; beside him, Millson followed suit, but the older man bristled at taking direction from a woman in a professional setting. Miss Vasilver folded her hands in her lap. “How may I be of service, my lord?”
Justin ignored his secretary’s discomfort, gesturing to the man to produce the case. “These are a couple of privately-held businesses I hold an interest in: Colbury Textile and Ellesex Manufactory. Does Vasilver Trading have any interests in them?”
Miss Vasilver’s eyes unfocused for a moment. “No, we do not. Please, proceed.”
Millson removed two thick brown binders from the case and set them on the desk as Justin said, “I’m considering selling either or both of my stakes. Nothing against them, but I need the capital for another venture. I’ve a buy-out offer from Mr. Colbury for my share of Colbury Textile, but I’m skeptical of his valuation. The other partners in Ellesex do not wish to increase their stakes, so that one will need to be shopped around if I sell.”
The young woman nodded her dark-coiffed head, pulling the Ellesex file to her. She opened the binder, skimmed the table of contents, and flipped to the financials. “What part do you have in control of these businesses, my lord?”
“I am one of the directors for both so I am familiar with their performance and overall strategy, but I’ve no hand in the day-to-day management.”
Another nod as she took the binder on Colbury and glanced through it. “These were prepared internally by each business?”
Justin glanced to Millson. The secretary cleared his throat and said primly, “The quarterly financials are from internal accounting. We audit my lord’s larger holdings on a rotating basis; the last audit on Colbury was two years ago and Ellesex, fifteen months. The overviews in each were prepared by Comfrey’s accounting department.”
“Mm. No irregularities on either uncovered during audits?”
“Nothing extraordinary, ma’am. Exact findings from them are detailed in the appendices.”
She flicked to the back of the Colbury binder, scanned through a few pages, then flipped back to the financials, going back and forth a few times. “Colbury Textile has a two million mark loan on which they do not make payments?”
“An operating line, ma’am,” Millson said, as if he didn’t expect her to know what one was.
“It’s shown as fully drawn on the last quarterly balance statement.” She flipped through several pages. “And on the…five statements before that. Why aren’t they making payments on it?” She turned to the tab on contract details and scanned down. “There’s no interest charge on the loan?”
This had seemed vaguely familiar to Justin, and now he remembered why. “Ah, yes. The loan is from Indigo & Weston Bank. Mr. Colbury’s father-in-law is president and authorized a no-interest line for the business.”
Miss Vasilver turned from the binder to look at Justin. “I do not need to tell you, my lord, how irregular that is?”
Justin allowed himself a smile. “Nice deal if you can get it.”
“I would not describe a loan that has been fully funded for eighteen months as an ‘operating line’. With no interest, it sounds like a gift. I am troubled by the label of ‘loan’, however. It matures in the spring of next year.”
“Indigo & Weston renew it every year. It’s routine,” Millson said, patronizing.
“And if they did not?”
“Mrs. Colbury would go to daddy and bat her eyelashes at him until they did, I imagine,” Justin said.
“And when her father is no longer president of the bank? Or when Indigo & Weston folds and its assets are taken by its creditors?”
Justin raised his eyebrows. “Do you have reason to think the bank troubled, Miss Vasilver?”
“Its president is making large loans without interest charge to an institution with no apparent plan for repayment? Whatever short term advantage this loan may have for Colbury Textile, it is clearly not to the benefit of the bank.”
“So now would be a good time to sell, don’t you think?” Justin quirked one corner of his mouth up in a half-smile.
“Now is a good time never to have been involved. I’d take whatever Mr. Colbury offered and be glad to get out without having to explain or illuminate this situation to an uninvolved party.” Miss Vasilver betrayed no trace of humor. “Would you like me to investigate it still, my lord? I will need additional documentation if so – I’d want to see all their original contracts to see what other surprises might lurk in the terms and conditions.”
Next to Justin, Millson winced at the boxes of paperwork implied by that request. The viscount was about to say ‘no’ when he reconsidered, curious what else Miss Vasilver might uncover. If Colbury did have other skeletons to hide, threatening to shed a light on them might induce him to sweeten his offer. “I believe I would, Miss Vasilver, if you’ve the time for it. Do you have an estimate for your fee?”
“Around eleven hundred marks, my lord. Sixty marks an hour for my time and fifteen for my assistants,” Miss Vasilver said. “Colbury will be at least thirty hours, two-thirds delegated. Nothing jumps out at me on Ellesex, though that may change with a closer review; I could produce an estimate of value based on this documentation in three.”
Justin smiled again, admiring the speed of her calculation and her decision: a fair valuation of her highly-skilled time – if anything, it was on the low side of what he’d expect – given without hesitation or apology. Ignoring Millson’s ruffled attitude, he said, “Agreed.”
They stayed another quarter-hour, going over a few details from the binders and answering questions about their organizational system and notation. After a few minutes, Justin and Miss Vasilver sent Millson to the other room to sort out with her secretary the details of the additional documents she would require. When they were alone, Justin asked, “Do you truly suspect Colbury of fraud?”
“Fraud? No, not on the basis of that. If his accountants intended to deceive, they’d not have categorized the funds as a loan at all. But – mismanagement, perhaps.” Miss Vasilver showed no self-consciousness at being alone with a man. She was intent upon the older financials from the Colbury binder. “It does look like they used funds from the line to pad dividends for some time. Which is not criminal, but far from good practice either.”
“Show me?” Justin circled around her desk to stand beside her as Miss Vasilver flipped between old quarterly statements to show the changes over time, before the line had been maxed twenty months ago.
“See? There’s a rough correlation between these draws and the quarterly dividend payments – those are not supported by the net income, as shown here. Dividends didn’t drop much after the line was fully funded, however, and net income is up. Assuming it’s not padded from something else. No, my main concern is that the business doesn’t appear to generate enough profit to service that debt if the bank charged a market rate on it. Never mind repayment, were it called upon. Are you a guarantor on the debt, my lord?”
“No, Colbury and his father are.” Justin leaned over her shoulder to study the figures. “As I recall, the additional profits recently are from manufacturing-process improvements – the lowered levels a couple of years ago were attributed to the cost of implementing those.” He scanned the columns of labels and numbers. “Ah, here – see, cost of goods were up and total sales likewise rose, but labor costs stayed the same.” Justin rested one hand on Miss Vasilver’s shoulder as he pointed to the figures in question with the other, flipping between years to illustrate the difference.
“Oh, I see – was it an equipment purchase or training?” Miss Vasilver asked, shifting his hand from the binder so she could turn back further to search for the initial expenditure.
“Equipment, I believe, and a team of engineers to manage the installation. There.” Justin stopped her on a balance sheet from two years ago and flipped forward to the next quarter. “The total value of equipment rose in this quarter.”
“That makes sense,” Miss Vasilver said, turning forward again.
“I do sit on the board. I wouldn’t have you think I’ve paid no attention at all,” Justin told her with a wry smile.
The young woman half-turned and looked up at him with calm brown eyes as she placed one hand over his on the desk beside her. “Oh, my lord, I did not mean to imply you’d been remiss in your oversight.”
“But I have been, haven’t I?” Justin was more amused than anything else by the situation. If she’d lectured him on the immorality of letting his partner take advantage of his connections at the bank, he’d have thought her insufferably naive. But the way her concerns were founded on business reasons was – perhaps a bit paranoid of her, but she had a point. And it was not the only oddity, now that he considered it. “If it’s a capital improvement, Colbury shouldn’t have used funds from an operating line to pay for it.”
“No – but you’re a director for them, not an accountant. And acquiring a loan with no interest charge is not the sort of thing most people would regard as a potential problem.”
“True. I should not expect myself to have the same perceptiveness you do,” Justin said, teasing.
Instead of flustering her, Miss Vasilver answered the remark with, “Isn’t that why you wanted to retain my services?”
Justin grinned, squeezing her shoulder. “True enough.” He became aware of how close he was, of her bare hand over his atop the desk, her face tilted to him as she sat at the desk and he loomed over her. I ought to step back, he thought, and didn’t. Miss Vasilver showed no sign of discomfort with his nearness; he wasn’t sure she’d noticed, which was stranger yet. And a little maddening: I am inappropriately flirting with you here, you could at least do the courtesy of objecting if you are not going to respond in kind.
“I don’t mean to be…arrogant, my lord. Or patronizing,” she was saying, expression solemn. “I am…much better with numbers than people.”
Justin shook his head at her earnestness. “My dear Miss Vasilver, you take me far too seriously.”
She tilted her head to one side. “How should I take you, Lord Comfrey?”
In bed is the most comfortable, Justin thought. He had the sudden urge to dip his head down and kiss her, to see if she’d notice that. I really ought to step back. Her fingers caressed the back of his hand for a moment – oh, she did notice – and then moved away to the desk. But no awareness was reflected in her expression: neither a coy downward glance nor a bold look of invitation. Also, I ought to say something. “In small doses,” he answered her. “I daresay one needs to build up a tolerance to me first.”
“Truly, my lord? You seem quite tolerable to me,” she said, deadpan. Her fingers shifted to stroke his hand again, pale brown eyes unreadable.
“Then you must be a tolerant woman indeed, Miss Vasilver.” Justin heard the scrape of chairs from the adjoining room. He drew away at last to sweep a self-mocking bow to her, then took her hand to kiss it as he rose. Millson re-entered the room and cleared his throat. “But I will not try your patience with prolonged exposure; I imagine you have other business to attend to, and we have your requirements in hand.”
Miss Vasilver stood, her head still cocked to the side as she regarded him. “As you say. Thank you for your time, my lord. I’ll get back to you next week about Ellesex; I’m afraid Colbury will have to wait until some time after the Ascension season before I may complete it.”
Justin waved one hand in dismissal. “No hurry.” He pressed her fingers gently between his before releasing her to take his leave.
“What an unnatural creature,” Millson said as they stepped into the carriage.
“Mm.” Justin was irritated by the man’s tone, but he didn’t trouble himself to contest the point. She was an odd woman; as bright and perceptive on business matters as Nikola had said, but impenetrable as a person. He touched the back of his hand, where her fingers had caressed, wondering at the contrast between that intimate gesture and her expressionless features. Are you indeed too honest, Miss Vasilver? In business matters, perhaps. But it seems one of those personal cues is intended to deceive. Which one, I wonder? If she’d been a man, he would have thought her expression meant to fool any watching eyes while the touch communicated with him alone. But a woman flirting with a man – in private, at that – would have no need to worry about observers. Unless she wanted to signal an interest in a clandestine affair rather than a marital alliance. A curious notion; married women had flirted with him thus, on occasion, but an eligible single gentlewoman? All of them prized marriage above all else. Would this one be different? Justin smiled to himself. Why wouldn’t she? She’s unusual in every other way.
