Early in June of last year, the lawyers of Washington got in the mail a stiff creamcolored card on which was embossed, in a dignified black type, the following message: WE ARE PLEASED TO ANNOUNCE THAT HAVING TERMINATED OUR RELATIONSHIP WITH JONES, DAY, REAVIS & POGUE WE WILL CONTINUE THE PRACTICE OF LAW UNDER THE NAME CROWELL & MORING IN OUR OFFICES AT 1100 CONNECTICUT AVENUE, N.W.
For months there had been talk on the streets that this was coming; there had even been brief stories in the newspapers, alluding to "conflicts of interest" that were driving the Jones, Day firm apart. Still! On the back of that stiff card were the names of 53 lawyers, nearly two-thirds of the firm. It was impossible to remember when a law firm had lost so many people at one time -- maybe one never had.
The size of the defection accounted for the slightly cheeky tone of the message on the card, the "we will continue the practice of law . . . in our offices," implying that these lawyers who called themselves Crowell & Moring were Jones, Day, Reavis & Progue, rather than some group of rebels. Their attitude seemed especially irreverent when you considered that the firm they were leaving was the sixth largest in the country, with 220 lawyers spread between a home office in Cleveland and branches in Washington and Los Angeles. The Washington office, with 80 lawyers, was the largest outpost here of an out-of-town firm.
It was also an old, eminent, established firm, commonly thought of as the best and most solid firm west of the Hudson. It counted among its partners many men distinguished not only inside the profession but outside it too: Erwin Griswold, the former dean of the Harvard Law School and solicitor general; James Lynn, the former secretary of housing and urban development and director of the office of management and budget; H. Chapman Rose, the former under secretary of the treasury; Seth Taft, of the Ohio Tafts; the list went on and on. Its clients were similarly respectable: General Motors, Westinghouse, Republic Steel, TRW, Easton Corporation, Marathon Oil, Cleveland Trust and many others.
Like the divorce of a prominent clergyman, the rupture of a firm like Jones, Day might be taken as a signal that powerful forces of disharmony were present in a world with a reputation for being stately and secure. The lawyers who got the cream-colored card could only speculate, of course. The internal affairs of law firms were private and secret, not a proper subject of conversation even among close friends.
So even the lawyers of Washington did not know what the Jones Day split was really alal about. They didn't know the extent to which it was a signal of a wider splintering in Washington law practice, and of the growing bad feeling between the capital and the rest of the country. Nor did they know how much it had to do with one proud old man, who had built and ruled the Washington office of Jones, Day only to find himself, at the end of his career, being pressured by his partners in Cleveland and then, to his utter surprise, turned upon by the young lawyers in his own office in Washington. I: The Gentleman In 1912, in a town called Villisca in Iowa, someone murdered eight people with an axe. Four years later, in the town of Red Oak, the Villisca Ax Murder case came to trial. It was a big event in southwest Iowa. Important lawyers from the East were arguing the case, and a crowd gathered every day to hear them.
In the crowd was a 17-year-old boy named Welch Pogue, whose father, grandfather, and great-grandfather had been farmers in Iowa. The boy became fascinated by the case -- so much so that he went to the courthouse in Red Oak every day after school to watch, and so much that he decided he would one day leave the farm and become a lawyer himself.
Sixty years later, nearing 80, Welch Pogue was presiding over the Washington office of the law firm that bears his name, Jones, Day, Reavis & Pogue. He was a small, trim man, clear of eye, brisk of step, neat -- all in all, beautifully preserved, with hardly a wrinkle. Mr. Pogue often referred to people of whom he approved as gentlemen, in a way that made clear that a central part of his vision of himself was that he, too, was a gentleman. He was known to disapprove of flashiness, of ostentation, of strong drink. When younger lawyers in the firm would gather, sometimes, late on Friday afternoons for a drink or two in someone's office, care was taken not to advertise it, because it was likely that Mr. Pogue would not fully approve.
Welch Pogue was of the opinion that the practice of law should be a gentleman's profession. Thus his practice was somewhat at odds with the public perception of the activities of the Washington Lawyer. He did not ordinarily lobby on Capitol Hill. He did not throw his weight around at the White House. He did not peddle influence. It was his belief that that kind of work -- political work -- inevitably led to a lessening of a lawyer's respect in the community.
He did, it was true, practice mainly before the Civil Aeronautics Board, which he had chaired back in the 1940s. He had come to the CAB in 1938, leaving a career as a corporate finance lawyer with the Boston firm of Ropes & Gray because he had sensed that aviation was a growing field, and had quickly advanced at the board, becoming chairman in 1943. In 1946 he had left to go into private practice, and founded a firm called Pogue & Neal. But he saw aviation law as purely a technical field, not a political one, requiring primarily the ability to present complicated rate and route requests to the board.
Pogue was, in his restrained way, also a man of great pride and ambition, and he channeled these impulses into his law firm. Under his leadership, Pogue & Neal grew and prospered, but in the mid-'60s Pogue became concerned that it had become too dependent on aviation, especially on the business of its biggest client, Eastern Air Lines. So in 1967 he arranged for Pogue & Neal to merge with the small Washington office of Jones, Day, which was then operating under the name of Jones, Day, Cockley & Reavis. The men in Jones, Day were fine lawyers, Pogue felt, and they were gentlemen too; and coincidentally, Pogue's son Dick was building a fine career out in the main office in Cleveland. Partly as a sign that Pogue & Neal was not just joining Jones, Day -- that, if anything, it was the other way around -- the new merged firm in Washington was given a different name from the Cleveland firm -- Reavis, Pogue, Neal & Rose.
This was the start of an odd relationship between the firm's offices in Washington and Cleveland. Both offices were run, unlike most law firms, by a single managing partner with absolute power: Pogue in Washington and Jack Reavis in Cleveland. In theory Reavis was Pogue's boss, but in practice Pogue was given a free rein to run his office. Besides the different names, the finances of Washington and Cleveland were largely separate, and Washington was allowed to do its own hiring. It seemed at first as if the two offices were independent of each other -- a notion that would one day bring Pogue much pain, but that was off in the future. For now, the Washington office was Pogue's law firm, whose degree of greatness would be a reflection of his efforts.
It was partly for that reason that the Washington office began to expand, and in directions quite apart from the established practice of Cleveland. By and large, the business of Washington lawyers is helping large corporations deal with federal rules and regulations, most of which have been passed under the banner of reform and social justice. Washington lawyers who are liberals often champion these reforms and then help clients get around them; Washington lawyers who are conservatives (like most of the lawyers in Jones, Day) usually feel that they are misguided and a nuisance, but nonetheless find them a financial bonanza because they increase the need for legal services.
In the years following the merger of Jones, Day and Pogue & Neal, Washington lawyers were therefore fortunate to have in positions of influence Lyndon Johnson and Ralph Nader, who helped spawn the greatest wave of regulatory legislation since the New Deal. The more the government began to regulate businesses, the more new buildings sprang up along K and L streets to house lawyers and lobbyists. Suddenly corporations needed not just the old Washington standbys, tax and antitrust lawyers, but also occupational safety and health lawyers, equal employment opportunity lawyers and, more recently, environmental and energy lawyers.
So Welch Pogue's law firm began to grow very quickly. It hired not only young associates out of law school, but also more than a dozen "lateral" partners from other firms or government agencies. Pogue's own practice grew when he gave up the Eastern account in 1972 for that of Pan American World Airways, a bigger client. By 1977, Pan Am was paying the firm $966,275 in annual legal fees, which accounted for the biggest single chunk of its total revenues of perhaps $10 million a year. Partners were making, on the average, well over $100,000 a year. And when the firm opened a Los Angeles office, it changed to a single name nationwide: Jones, Day, Reavis & Pogue. Welch Pogue now had his name on the sixth largest firm in America. He had also, by now, fully created all the elements -- the growth, the independence from Cleveland, the specialized practice, the representation of Pan Am -- of his own unpleasant fall from power.
On Oct. 17, 1977, the Civil Aeronautics Board voted three to one to award a new route from Dallas/Fort Worth to London to Pan Am, Pogue's client, rejecting a competing bid to get the route by Braniff Airlines, which is based in Dallas. Like all international route awards, this one had to get President Carter's approval. Ordinarily that is a formality.
But on Dec. 21, Carter overturned the CAB's decision and awarded the route to Braniff. Pan Am's chairman, William T. Seawell, immediately issued a statement saying he was "outraged" at Carter's decision, which he attributed to "the kind of political manipulation that the president promised would not characterize his administration."
By this, Seawell was presumably referring to the strong support the Texas congressional delegation had expressed to Carter for Braniff's getting the route, and to the letters from prominent citizens and chambers of commerce all over Texas. The White House insisted that the decision had been made on its merits, but by all accounts Seawell remained convinced that the decision had been a political one (he will not comment on the matter today) and acted on that conviction.
One evening during the time of Carter's decision, a 48-year-old lawyer named Berl Bernhard was invited to a meeting at the home of Averell Harriman to muster support for the Panama Canal treaties. Bernhard was a man whose ideas about Washington law practice were rather different from Welch Pogue's. He had been involved in politics for years -- he managed Edmund Muskie's presidential campaign in 1972 -- and believed that the view that lawyers should not make politics part of their practice was a narrow and unrealistic one. A lawyer's job in Washington was, in Bernhard's opinion, to look after all his clients' needs, and if that meant politics and lobbying, fine.
At the Harrimans' home that night, William T. Coleman, the former secretary of transportation and a member of the Pan Am board, took Bernhard aside. The two men were old friends, having met when they both worked on a White House civil rights conference in the Johnson administration. Coleman asked Bernhard if he would be interested in taking over the Washington representation of Pan Am. Bernhard said he would.
The next week, Sol. M. Linowitz, the negotiator of the canal treaties and another member of the Pan Am board and old friend of Bernhard's (Linowitz and Ed Muskie had been law school classmates at Cornell), called Bernhard and discussed the matter further. Bernhard talked to his partners about it. Seawell came down to Washington for more talks. On Jan. 1, 1978, Pan Am officially switched its Washington legal account from the firm of Jones, Day, Reavis & Pogue to the firm of Verner, Liipfert, Bernhard & McPherson.
There was a nice irony, instructive about the ways of Washington, in the way the contact between Bernhard and Pan Am had been made. The hostess at the Harrimans' house that night, Pamela Harriman, was herself on the board of Braniff, the source of Pan Am's misery.
Mrs. Harriman, through a spokesman, declines to say whether she took part in Braniff's effort to get the Dallas-to-London route; but the point is that Pan Am's interests were being looked after at a party given by Pan Am's arch-rival, the primary purpose of which was to muster the support of people interested in Pan Am, people interested in Braniff, and many others, for a government policy. The ability of all those people to do business with one another transcended their connections of the moment to one or another private or public interest group; no doubt long after they had all switched jobs and clients, they would still be friends. It was a different world from that of the Cleveland lawyers in Jones, Day, with their single-minded lifelong devotion to a few large clients. In Washington, lawyers moved from client to client and from government to private practice, and whether you were in the game was more important than which side you were on.
When Seawell broke the news that he was switching law firms to Welch Pogue, he said only that the relationship had not worked out as he had hoped. But Pogue knew perfectly well that Seawell had had his heart set on the Dallas-to-London route. He remained unshaken in his conviction that a lawyer should not attempt to exercise political clout; he had never held himself out as someone who would do that. Still, Pogue and his law firm in Washington had just lost their biggest client. II: The Succession
As a practical matter, the loss of Pan Am was not a mortal threat to the Washington office of Jones, Day, Reavis & Pogue. It did mean, however, that Welch Pogue was no longer the biggest income-producer in the office, and there began to be more and more talk, in those early months of 1978, about who his successor as managing partner would be. After all, he would be 79 that fall.
Certainly one possibility was James Lynn, who had just finished his triumphal tour of Cabinet offices. Lynn was a short, no-nonsense, intelligent, garrulous man who had grown up and gone to college in Cleveland and had spent 18 years in the Cleveland office of Jones, Day before joining the Nixon administration. His ties to Cleveland and his prominent name were points in his favor. He was ambitious -- what Washington lawyer wasn't? -- but he had said when he came to the Washington office that he was not interested in management. That seemed to make his ascension to the managing partnership unlikely.
The other obvious candidate was Eldon Crowell, the head of the firm's government contracts department, who with the loss of Pan Am had become the biggest source of business in the office and for that reason alone a major figure. Crowell, whose friends called him by his childhood nickname, Took, was in his early 50s, and on first encounter he gave the impression of being a man of elegance and refinement. He dressed elegantly. He spoke elegantly. He was a graduate of Princeton and the University of Virginia Law School and on the whole he seemed to be cut from a more Eastern and sophisticated cloth than the Midwesterners who ran Jones, Day.
On the rare occasions when Crowell went to the Jones, Day Cleveland offices, they struck him as -- well, oaken was the word that came to mind. They bespoke an entirely different way of life and set of beliefs from the bright, airy Washington offices, with their hallways full of modern art. The Cleveland lawyers were business lawyers, fighting arms of the large corporations they represented; whereas Croswell's lifeblood was his expertise in a Washington procedure, which he lent to a wide range of clients.
Crowell had started his legal career in 1951, when he joined the firm of Sellers, Conner & Cuneo, which under the direction of Gilbert Cuneo had become the leading government contracts firm in Washington. Cuneo's great stroke of good fortune as a lawyer had come in 1961, when Robert McNamara took over the Defense Department and announced that most Pentagon contracts would henceforth be awarded on a fixed-price basis, ending the cost-plus-fixed-fee arrangement that had prevailed during the Eisenhower years. The Defense Department wasn't going to guarantee contractors their profits any more.
What that often meant was that the big defense contractors would bid a low price in order to get a contract, and then litigate the agreed-upon price upward by claiming that the conditions on which the contract was based had changed. That was where Gilbert Cuneo came in.
As the '60s ended the government moved away from fixed-price contracts, but by that time there were so many complicated contracts, so many claims and counter-claims, and so many disputes between prime contractors and subcontractors, that business for the contracts lawyers continued to boom. In 1970 Took Crowell and three other lawyers left Sellers, Conner, where Crowell had been second fiddle to Cuneo, and joined Jones, Day, where in contracts Crowell was the number one man. Since then he had done extremely well. Now, in 1978, he was the second most powerful, and arguably the single most important, partner in the entire Washington office.
It was a sign of Crowell's importance that he now had a role in the management of the firm, albeit a small one. He was one of five members of a Washington executive committee that Welch Pogue had appointed early in 1978, indicating perhaps that Pogue was now willing to share his power and even possibly to pass it on to the kind of management committee that most firms had. But Crowell would soon find out that the power of the Washington executive committee was less than it appeared to be.
One day in September Pogue called the members of the executive committee together and told them he was thinking of bringing two new partners into the Washington office: Jonathan Rose and Joe Sims, both young men in their 30s, well credentialed, who had worked in the antitrust division of the Justice Department under Donald Baker, a former head of the division who had joined Jones Day as a partner a few months before.
The members of the executive committee met and decided this was a bad idea, and they told Pogue they thought so. For one thing, there wasn't much existing antitrust business in the Washington office of Jones Day, so for the time being Rose and Sims would have to be supported out of the other partners' earning which already were supporting Donald Baker. It didn't seem to be rational business move. But Allen Holmes, who by now had succeeded Jack Reavis as the managing partner in Cleveland, was an antitrust specialist, and so was Welch Pogue Dick, who was Holmes' heir apparent. It looked as if this might be their idea -- as if Cleveland was telling Washington who its partners would be. Not only that, when the committee met with Don Baker, it was clear that he thought the bringing in of Rose and Sims had been worked out long before. Evidently somebody had told him that -- evidently someone in Cleveland, because Welch Pogue insisted that the decision was his to make and that he hadn't made it yet.
Pogue brought up the matter of Rose and Sims before the entire Washington partnership at a meeting one Friday in September. After he had explained the proposition, Baker and several others spoke in favor of it. Then the members of the executive committee spoke in opposition. It seemed to those who wanted to bring in Rose and Sims that Took Crowell and the others were being expecially vocal and uncooperative about the whole thing. They seemed to be deeply suspicious of the Cleveland office, and to think of themselves as members of an entirely different law firm. They even had the bad taste to hint that because Jon Rose was the son of a senior partner, Chapman Rose, nepotism was a more important factor than his first-rate qualificiations in the move to bring him into the firm. They didn't recognize that there came a time, when men of quality were involved, to put aside local concerns and be team players.
The meeting ended inconclusively, as meetings at Jones Day always did, because the final decision would rest with Pogue.But a few days later, after a trip to Cleveland, he announced that Rose and Sims would indeed be taken on. Washington would pay half their salaries, and Cleveland would pay half and provide them with plenty of business. This did not make the executive committee happy; to them, this still had a Cleveland scent.
And it also began to seem, in subtle ways, the Cleveland was not happy with the Washington Executive Committee. John Macleod, an earanest young partner who represented coal mines in a safety proceedings, served on the executive committee, and assisted Pogue in management under the title of "assistant to the Washington managing partner," dealt fairly often with the Cleveland office. As the fall wore on, Macleod began to get the distinct feeling that the leadership there was displeased with the executive committee, and also felt more coolly toward him than it once had.
What he -- and, for that matter, Crowell -- didn't know was that the two managing partners, Welch Pogue and Allen Homes, were in those months deciding who would replace Pogue. By the end of the year they had made up their minds. There would be a single managing partner, not a committee. It would not be Took Crowell. It would be Jim Lynn. III: The Ouster
On Saturday evening, Jan. 13, 1979, Mr. and Mrs. Eldon Crowell gave a dinner at the Chevy Chase Club for Robert W. Oliver. Oliver had worked for Pogue at the CAB back in the '40s and had been the third member of Pogue & Neal. Now he was retiring.
It was a nice occasion. Some of Oliver's friends were there, and some of his partners, and some of his business associates. The men wore black tie and almost all of them made toasts to Oliver.
The first thing Monday morning, Jan. 15, Welch Pogue's secretary called Crowell and said Mr. Pogue wanted to see him. When would be convenient? she asked. Ten-thirty, said Crowell.
At 10:30, Crowell went to Pogue's office. Pogue told him how nice he thought the party for Oliver had been. Then he got down to business. He said that the government contracts group had been an enormously successful operation. Because of its very success, Pogue said, it had created problems for the firm therefore, said Pogue, the firm had made the decision that it would be in the best interests of the firm for Crowell and three other government contracts partners too leave.
Crowell was taken completely by surprise. How could one be too successful?Whose idea was this? He asked Pogue who was aware of this decision. Pogue mentioned several partners in Washington, and of course the Cleveland management.
Crowell said he wanted to talk to the other three partners in the government contracts group about it. Pogue said that would be fine. He asked Crowell to come back on Wednesday with his response, and not to tell anyone but those three men. He also handed Crowell a strange two-page memorandum, entitled "Points Discussed" and neither signed by nor addressed to anyone, which summarized what he had just said.
When he left Pogue's office, Crowell quickly discovered that the government contracts partners were scattered all over the country, and he went back and told Pogue he needed more time because he wanted to tell them all in person. Pogue said that would be fine.
In any event, the end of the week everyone in the firm knew, and then all hell broke loose. Perhaps Pogue had not imagined that everyone would find out he wanted the government contracts partners to leave; certainly he had not imagined how upset everyone would be when the word got out.
Partners all over the firm, especially the younger ones, were in a state of great agitation. There were meetings, frantic phone calls to Cleveland, speculation -- and behind it all was the idea that something outrageous had occurred. The biggest and most seccessful section of Jones, Day/ Washington was being kicked out, without any consultation among the partnership. At best, it was a foolish business decision made unilaterally by Welch Pogue; at worst it was a case a lawyers in Cleveland -- people not even in the Washington office -- meddling in Washington affairs in the most divisive and financially foolish way possible. By now there were also rumors that Jim Lynn would succeed Pogue, and while everyone liked and respected Lynn, his secret selection was yet another example of government from outside.
On Friday, several partners went to see Pogue to ask him to change his mind, and he refused. In the episode of Rose and Sims, most of the young partners had been midly annoyed but had not really turned their ill will toward Pogue. Now things had changed; now they had lost their faith in Pogue's judgment and in his independence from Cleveland. It was sad, but it was true.
That weekend, several young partners went down to the office to try to figure out some organized response to the ouster of the government contracts group. They thought about sending a resolution to the Cleveland management, expressing the view that the ouster was unacceptable. But that would not be binding.
Then another idea began to emerge: They would fire Welch Pogue as managing partner.
There was a provision for this in the firm's partnership agreement. It said that if partners representing two thirds of the ownership shares in the Washington office voted to change the office's management, their votes would be binding.
If it were right that asking Crowell to leave had been Pogue's decision, as he insisted it was, then the only way to void that decision was to remove Pogue from the managing partnership. Of course, most people believed the ouster had really been more Cleveland's decision than Pogue's, but if that were so, firing Pogue would show Cleveland how angry everone was. And what could Cleveland do in response, with a new management in place in Washington?
So the group in the office that weekend drafted a document. It was brief, just two paragraphs, bor e the title, "Certification to Cleveland Managing Partner," and was attached to a regretful but firm cover letter from John Macleod. It announced the replacement of Welch Pogue by the five-member Washington executive committee.
On Monday and Tuesday, the document was drawn up and signed, and on Tuesday afternoon one of the signers, a young partner named Dick Mathias, was dispatched to Cleveland with a copy.
As soon as Mathias was gone, John Macleod went to Pogue's office and broke the news to him. It was obviously a difficult meeting, for Macleod as well as for Pogue; Macleod had been Pogue's assistant, and had come to think of himself as something of a confidant and protege of the old man's.
It was all mercifully brief. Pogue said he had a difficult day and preferred not to discuss this at length until later. Macleod had heard rumors that the people in Cleveland were saying that all this trouble was Washington's affair, and he guessed Pogue was disappointed that Cleveland wasn't backing him up more.
More than that, Pogue seemed to be ending his career by, intentionally or not, making an irrational move that was now backfiring in a way that would bring him great personal embarrassment. Why would he do such a thing? Perhaps it was for the sake of his son Dick, who would be taking over the management of Jones, Day in just a few years and who would have been greatly hampered in that role by the strong presence in Washington of Took Crowell. Perhaps it was to spare Jim Lynn the trouble of having to contend with a strong rival from the start of his tenure as managing partner. Perhaps, being near the end of his career and well aware that it was the firm and not just the Washington office that now bore his name and would live on no matter what happened to him now, he was loath to defy Allen Homes. In any event, Macleod had the strong impression, although Pogue never said so, that Pogue felt his young assistant, and all the other young lawyers whose careerss he had nurtured, had in the end betrayed him.
As for Pogue, he realized that this was not something he could fight, and so the best thing would be for him to hide his true feelings. He had had some practice at this, years before when he had been in college at the University of Nebraska and had spent his free time acting in a traveling student troupe. He would have to be an actor now.
So, on Fridat, Jan. 26, at a meeting of the Washington partnership, Welch Pogue resigned from the managing partnership, and Crowell gave a little talk, praising the great contributions of Pogue to the firm and explaining that now the time had come for a committee to take over.
It still remained for the new management to make its peace with Cleveland, so a committee on inter-office relations was formed, and it began to discuss the idea of the two managements getting together to talk. There were some difficulties in scheduling the meeting -- difficulties that, in truth, had a mysterious edge to them, in that the Cleveland people seemed positively loath to talk about the agenda for the meeting at all -- but after a few delays Cleveland called and proposed a definite time and place. They would all get together in Washington, at 8 o'clock on the morning of Wednesday, Feb. 14, for a breakfast at the Metropolitan Club. IV: The Massacre
Valentine's Day, 1979, was a cold, miserable day. The day before, 5.6 inches of snow had fallen on Washington, tying up traffic and closing schools. At the Metropolitan Club, a four-story brick edifice on I Street that exudes stolidity, the five members of the Washington executive committee sat down with the Cleveland managing partner, Allen Holmes, and several other lawyers from the Cleveland and Washington offices.
Eldon Crowell stood up and said that on behalf of the new management of the Washington office of Jones, Day, Reavis & Pogue, he wanted to welcome the Cleveland management to Washington, and to express the hope that the two managements could work fruitfully together to resolve the differences of the past and move forward to even greater success in the future.
Then Allen Holmes got up. He was a big, white-haired man of 59, wearing black-framed glasses. He suffered periodically from attacks of a severe neurological disease called Guillain-Barre Syndrome that had left his arms and legs weak and spindly. During the attacks, each of which was more severe than the last, his lungs would collapse and his body would become completely paralyzed, and he would have to spend months in a hospital bed, breathing through a tube. He was, obviously, an extremely determined man, having risen to the leadership of the firm and to national prominence in the field of antitrust law. He had a first-rate mind. He particularly prided himself on his rationality, his powers of analysis, his resistance to illogic and emotionalism.
Holmes said that he saw matters somewhat differently from Crowell. As he was speaking, an eight-page memo from him was being placed in the mail slot of each of the partners in the Washington office, in a sealed envelope.
The memo explained that because so many large corporations were sending more and more of their legal business to their in-house counsels, which were far less expensive than law firms, the law firms had to become more competitive. They had to be able "to respond on what I would term a transactional basis to complex, wide-ranging litigation and other legal problems pertaining to a variety of corporate interests."
The "Government Contracts Group," the memo said, had been very successful, but its success had "created obstacles to the growth of our national practice." The group had clients that might be on the other side of litigation from Jones, Day's regular corporate clients.
It had an "individual possessory approach" toward its clients. It was not interested in building a national practice.
Therefore, Holmes wrote, "I regretfully conclude that the rapid growth of the Government Contracts Group has created an imbalance in our Washington office, a potential for conflicts in representation, and a philosophical dichotomy which have made the Group incompatible with the national firm at which we have aimed . . . Accordingly, I am opening discussions with the management of the Washington Office looking toward an open, amicable and negotiated settlement which will preserve those elements in Washington vital to our national practice."
There was no way around it. If the issue were to be forced, all the partners in Washington, Cleveland, and Los Angeles would decide it, and Holmes clearly had the votes. Crowell and his group and the new management were out.
To Allen Holmes, it was perfectly obvious that this would happen; in fact, as early as 1976 his analysis of the situation had led him to the conclusion that there would be a split one day. He had never considered letting the five-man committee run the office. Jones, Day was one law firm, and it had to be under the control of the managing partner in Cleveland. It had to be able to muster its forces quickly and efficiently, to handle the biggest and toughest corporate mergers and stock offerings and law suits without clearing everything through a lot of committees. It couldn't be a confederation of dukes who had to be consulted at every turn. Lately even young law students applying for jobs at Jones, Day/Washington had begun to say they were hearing that the office was a fine place to go if you were interested in government contracts, but that it did not really offer a well rounded practice. In Holmes' mind, there was not the slightest question about what had to be done.
In point of fact, Washington had for years mystified Holmes. Just as every newspaper editor believes somewhere deep down that his Washington correspondent has gotten a little too close to the officials he covers, just as every chief executive officer believes his Washington vice president to be more a creature of Washington than of the corporation he works for, so Allen Holmes believed that Washington can be treacherous ground for lawyers. aThey begin to represent many different clients before a single agency, and soon they fall into the live and let live atmosphere of Washington. They know that if they push too hard for one client, they may lose the relationship with the agency that will permit them to represent other clients. The lawyers begin to tell their clients what the agency wants, rather than telling the agency what the client wants. They lose their sharp cutting edge. V: The Split
A few diehards clung to the idea of making a new peace, but really it was clear after Valentine's Day that many more lawyers than the 15 or so who seemed to fall under Holmes' directive were going to leave the firm. The only question was who would go where. By the following weekend, Crowell and a few others were sitting down and working out rough estimates of the budget for the new firm they would start. Most of the partners -- 27 of 43 -- decided to leave Jones, Day. They were Washington lawyers; they had little interest in a national practice of the kind Holmes had in mind; and by now they were emotionally hostile to Holmes and the brusque management-from-afar that he represented. Such a man -- a man who would summarily dismiss his own partners -- was not someone you wanted to practice law with.
The ones who stayed were by and large the older partners (along, of course, with Rose and Sims) and those with closer ties to Cleveland and more traditional views about how a law firm should be run. The only older man that the group leaving had real hopes of luring away was Dean Erwin Griswold. The dean was perhaps the most prominent member of the firm. There was already a building at Harvard named after him; he had argued 120 cases before the Supreme Court, more than anyone alive; and at 74, he had the kind of crusty, independent demeanor that seemed to signal that whichever side he was on was the right side. Nothing would legitimize the new firm so much as his presence.
There was some basis for thinking he might leave. He was known to have disapproved of the abrupt dismissal of Crowell in January and had flown to Cleveland to have a talk with Allen Holmes about it. He had been at the Valentine's Day breakfast and had been vocally surprised and upset at what Holmes had done there. The dean was primarily involved in litigating cases in the higher courts, and he worked mainly with the associates. So some of the associates who had worked with him most closely were dispatched to try to convince him to come with the new group.
But the dean was from Cleveland originally, had practiced briefly there as a young man, and still felt strong ties to the city. He also liked the idea of a national firm, and Welch Pogue and Chappie Rose were his old and dear friends. So, while it was true he had not entirely approved of the way the separation had been handled, he decided to stay.
Then there was the question of the associates, who did not bring business with them but did much of the firm's work and produced about three times as much income as they were paid. On Valentine's Day both groups had talked to the associates, and later each group had circulated a prospectus to them, explaining how it intended to practice law. They were valuable commodities.
On Sunday, Feb. 18, Lionel Epstein, one of the partners who would be staying, had a party to which all of the associates were invited. Epstein was a man of independent wealth, and he lived in a large house with large grounds on Oregon Avenue, filled with his impressive collection of the works of Edvard Munch and other artists.
Allen Holmes and Dick Pogue were among those at the party, and they had personal chats with many of the associates. Then Holmes gave a little speech. He said the Washington office would continue to grow and prosper, that it would be a good place to work. One of the associates asked him why he had fired the government contracts group. Holmes said that that was past history, and he didn't want to relive it. To most of the associates, caught up as they were in the outrage at what Holmes had done, that wasn't the answer they were looking for. Besides, most of the partners they worked with would be leaving. In the end, 26 of them decided to leave Jones Day, and only 10 stayed.
After that, it was mostly details. All the paralegals and secretaries and copier operators had to decide whether to stay or leave. There were negotiations over the division of the firm's property, at which it was decided that those who were leaving would keep the law library and the firm's lease to the top four floors of 1100 Connecticut Avenue, since they represented a majority of the office, and that in return they would forfeit their pension rights. After some debate, the group that was leaving decided on the name of Crowell & Moring -- it was short, and the inclusion of the name of Frederick Moring, an energy lawyer, would signify that they did not intend to be just a government contracts firm. For several months the two groups practiced in the same offices while Jones, Day looked for a new space; the receptionists answered the phone by saying simple "law offices." For the most part, everyone got along and tried not to bear ill will; after all, they were gentlemen.
June 1, 1979, was the day the partnership officially dissolved and Crowell & Moring officially opened its doors. The day before that, one of the Crowell & Moring partners, Philip Fleming, decided to go around and shake the hand of every partner who would be staying with Jones, Day and say how much he had enjoyed practicing law together. Fleming was a lanky, gentle man who had served on the Washington executive committee but had tried hard to hold the firm together, and had been genuinely upset that it came apart.
When Fleming got to Welch Pogue's office, he said he had enjoyed it and that he was sorry it had worked out the way it had.He was sorry. He had worked for Pogue for 22 years, ever since he came to Pogue & Neal right out of law school. Pogue said he thought Fleming had always been fair. He said he appreciated that. And then the old man started to cry.
There was no real loser in the split, unless it was Pogue. Crowell & Moring has prospered, and has aggressively recruited new associates. Jones, Day, under Lynn's leadership, brought in several partners and associates from Cleveland to fill the gaps left after the split, and began hiring several more from outside. There is plenty of legal business in Washington to go around.
On Nov. 19, 1979, Jones, Day moved into its new office, an expensive-looking suite with off-white walls, thick gray carpets, and chrome name plates outside every door. The next day, the lawyers of Washington got in the mail another stiff cream-colored card on which was embossed, in a dignified black type, the following message: JONES, DAY, REAVIS & POGUE ANNOUNCES THAT ITS WASHINGTON OFFICE HAS MOVED TO 1735 EYE STREET, N.W.