The lawsuit that packed a drab state courtroom here last week is known among lawyers as "the case with all the zeroes."
That's not quite accurate. The number that is causing all the excitement -- $11,792,232,783.83 -- doesn't actually contain any zeroes. But it is so large there is a tendency to view it as an abstraction.
And in fact, the number's relationship to reality was a central issue in two days of heated hearings here this past week.
A jury assessed that colossal sum against Texaco Inc. last month after finding that the nation's third-largest oil company had wrongfully intruded on Pennzoil Co.'s attempt to acquire a stake in Getty Oil Co. two years ago.
On Friday, Judge Solomon Casseb of the Texas District Court adjourned the post-trial hearings in the case, telling the lawyers to return on Tuesday for what many believe will be a ruling on the jury's v Getty Oil's public shareholders the equivalent of $112.50 a share for its three-sevenths' stake.
Pennzoil officials say they counted on gaining control of three-sevenths of Getty's oil and gas reserves, the equivalent of 1 billion barrels of oil, which was the prize in the deal from Pennzoil's standpoint.
"What Pennzoil lost was 1 billion barrels of oil," said James Kronzer, one of its attorneys. "That's what we had, and they took it away."
What happened in the next few days fills up a large part of the 25,000 pages of testimony heard by the jury in Judge Casseb's courtroom this summer and fall.
The Pennzoil-Getty deal became unglued almost immediately -- whether Texaco lured Getty away or was invited to bid for Getty was a key issue in the trial. The jurors concluded Texaco had horned in.
Before Pennzoil and Getty Oil directors had signed their merger agreement, it was topped by Texaco, whose $125-a-share offer was announced Jan. 6, 1984, and ultimately expanded to include all of the Getty shares at $128 apiece.
Texaco had won. Pennzoil had lost, but it convinced the Houston jury that Texaco had stolen Getty Oil through unlawful interference with its agreement. What was the value of that loss? What damage had Pennzoil actually suffered when Texaco outbid it? The jury, following the testimony of Pennzoil's trial witnesses, concluded that Pennzoil had lost access to the 1 billion barrels of Getty oil to which its three-sevenths share would have entitled it.
Pennzoil had testified that it spent an average cost of $10.87 to find a barrel of oil over the past five years, and the jury agreed with Pennzoil that it would have to spend at least that much over the next 25 years to find new barrels to replace the Getty reserves it lost, thanks to Texaco.
The multiplication was $10.87 times 1 billion barrels, producing $10.9 billion as the value of the Getty Oil reserves that Pennzoil lost. Then the jury subtracted $3.4 billion, the total cost for Pennzoil to buy its anticipated share of Getty. That left the amount for actual damages at $7.53 billion.
The jury, concluding that Texaco had acted with "intentional, willful and wanton disregard" of Pennzoil's rights, tacked on $3 billion in punitive damages to "send a message" to Texaco and other big companies about proper corporate behavior. That made the total $10.5 billion. Interest charges ran it up to more than $11 billion.
Following risky, but not uncommon, tactics for damage trials, Texaco offered no evidence during trial of what it thought the damage award should be. "Texaco chose not to bring in its experts. It chose to sit on its hands," Joseph D. Jamail Jr., Pennzoil's lead attorney, said last week.
That left Texaco's attorneys no choice but to offer arguments this week before Judge Casseb about their version of what a fair award would be if Texaco were obliged to pay, Jamail said.
"Something went wrong with that jury. In some fashion, they were confused," said Texaco's attorney, Richard Keeton. He argued that all Pennzoil was entitled to in damages was the value of what it had intended to buy -- three-sevenths of Getty Oil's stock. Pennzoil's deal was to buy Getty stock, not Getty oil reserves, Keeton said.
The agreement in principle between Pennzoil and Getty contains merely the promise that Pennzoil might gain access to Getty's oil in the future, Texaco's attorneys said. That possibility cannot be the basis for the jury's award of damages, they argued.
"We still believe and insist that any direct loss Pennzoil has must be measured by the stock value," Keeton said. "The best test of what something is worth is what you can sell it for," he added.
At best, from Texaco's standpoint, it owed Pennzoil nothing. At worst, all it had coming was the difference between what it had proposed to pay and what Texaco ultimately paid, a difference of $15.50 a share, or about $460 million.
Or, damages could be figured an entirely different way to produce damages in the $500 million range, Texaco told Judge Casseb. Using some of the Pennzoil witnesses' testimony, Texaco calculated it would cost Pennzoil $3.9 billion to replace the 1 billion barrels of Getty oil it lost over the next 25 years -- not $10.9 billion. Its cost of acquiring that oil from Getty -- had its deal gone through -- would have been $3.4 billion. Difference: $500 million.
"The jury award is 15 times that amount, leaving aside punitive damage award," Keeton said. "It's a lot of zeroes," protested Gibson Gayle, the Houston attorney and former head of the Texas Bar Association brought in at the eleventh hour to help plead Texaco's case. Enough, he claimed, to threaten the survival of Texaco, the nation's fifth-largest corporation.
But the impact of an award of that magnitude shouldn't interfere with the application of the law and the validity of the jury's findings, Jamail argued.
"The amount of zeroes behind the number has never played a part . . . in whether something is right or wrong," he said.