Since his very first day at Nine & Pipers, Alfonse Innovare had been obsessed with winning the firm’s coveted SPA of the Year competition, the awarding of which was the highlight of the firm’s Christmas do.
But despite having gamely entered nine years running, he had never placed higher than 27th, and had heard through channels that Cynthia Highbrow, chair of the Award Committee, considered his work “dull beyond comprehension”, with no narrative arc, very poor transitions, a “Miscellaneous” ending, and utterly lacking in character development. For her part, Cynthia felt a duty to the firm and the legal community as a whole to uphold standards, and her heart had been hardened by decades of judgment.
So when, on a cold and dark December evening, she settled down at her desk to read that years’ submissions, she left Alfonse’s effort to the end, figuring it could be dealt with swiftly. But when she finally turned her eye to “This Agreement (this ‘Agreement’) concerning the purchase and sale of Stockings & Stuff Plc” and started to read, her world was quietly rocked.
It seemed that some kind of magic had touched Alfonse’s keyboard. Like Salieri upon first reading Mozart’s Jupiter Symphony, Cynthia was transported: in Alfonse’s hand, the Parties sprang to life, practically leaping off the page in their dimensionality; Covenants became holy vows, sacred in their commitment and tragic in their breach; Conditions Precedent masterfully infused the affair with an anxious undertone of festering uncertainty, only to unfold in flood of relief upon their satisfaction (or waiver); Representations and Warranties transported the reader with a conceptual distinction so subtle as to seemingly be beyond human ken; and the Closing – oh, the Closing! Although Cynthia was as hard-nosed as M&A lawyers come, the Closing, with its admixture of dramatic resolution and the undeniably erotic overtones of “exchange” left her feeling, as she shamefully admitted later, “a bit warm around the middle”.
Cynthia drafted a short, hand-written winner’s commendation (as a proud Luddite and traditionalist of the first order, she made a point of only using email for client matters) and dropped it, together with Alfonse’s SPA and a note “We have a winner!”, in the mailbox of Nine & Piper’s MP Cuthbert Craven (who had taken upon himself the honor of presenting the Award at the Christmas party) before stepping out into the darkness of the softly falling snow.
While being driven to work the next morning, Cuthbert (who, contra Cynthia, considered himself a technophile of rank – indeed, his run for MP had built on a commitment to modernizing the firm – and had all hard correspondence scanned to his iPad) was perusing his overnight incomings and eventually came upon Cynthia’s note. Something didn’t sit right.
How could Alfonse, a perennial underperformer in the SPA contest, have suddenly risen to the top of the class? Sensing something was afoot, Cuthbert summoned Alfonse to his office as soon as he arrived at the firm and asked him flat out whether he had plagiarized the storied SPA that had so moved Cynthia.
Alfonse, who was not particularly relaxed in the best of times, was visibly nervous, and after just a few well-crafted queries by Cuthbert, he came clean, in a manner of speaking: no, he had not written the SPA. But he had not plagiarized it either. Alfonse watched in trepidation as a curious wave of emotions seemed to wash over Cuthbert’s face, from confusion, to rage, to understanding, to, strangely, the gleam of a man who has just had an idea: a terrible, awful, wonderful idea. Without more, Alfonse was dismissed and returned to his office in a state of confusion: the world seemed suddenly strange and unpredictable. Why had Cuthbert seemed so pleased?
That afternoon, a message was sent to all associates in the M&A group, which read as follows:
We regret to inform you that this year’s Christmas party has been cancelled. In addition, Nine & Pipers is announcing a restructuring of its M&A group, which will unfortunately include a 75% reduction in associate headcount. We will also be introducing a new position, Associate Prompt Engineer, or “APE”. The first person to hold this position will be Alfonse Innovare, but we fully expect many more APEs in the future.
Postscript: Shortly after this development, Cynthia Highbrow retired from the practice of law and vowed never to read anything written after 2022 for the rest of her days.