Chapter 2
Chapter 2: The Research
Chapter 2: The Research
Cole did not extend his hand. Instead, he handed her a business card that had his name and three phone numbers on it, nothing else. She took it because not taking it would have been a gesture, and she had already made enough gestures in the last hour.
"One other thing," Cole said as she was leaving. "If you have a serious objection to any of this, tell me now. But if you're going to do this, you need to know that I'm thorough. I don't do anything halfway."
"I'm thorough too," Isla said. It came out with more confidence than she felt.
"I know," Cole said. He looked down at his notes. "You've built two companies. The first failed because you insisted on paying fair trade minimums before anyone else was doing it. The second failed because you refused venture capital that came with strings. This one is working because you finally understand that compromise is a tool, not a surrender. I read your founder interviews."
She didn't know what to say to this. No one had ever read her founder interviews and extracted that specific narrative from them. Most people extracted something about "disrupting" fashion or "scaling" sustainability. He had extracted the thing that was true about her.
"I'll wait for your lawyer's call," she said.
"Good," Cole said. He was already looking at his phone, ready to move on to the next problem. "I'll probably marry you in six months. We can discuss alternatives when we meet with legal."
Isla walked out of the Landmark Partners conference room at 4:47 p.m. on a Tuesday in San Francisco with a term sheet she couldn't accept and a business card for a man who had just proposed a marriage of convenience like it was a reasonable solution to a business problem.
She was three blocks from the office when she realized her hands were shaking.
This was not from fear. This was from the feeling that something had just tipped over the edge of probability into action. Cole Mercer had not asked if she wanted this. He had simply observed that she needed it and offered to be the solution. He had written it down. He had said his lawyer would call.
By tomorrow at nine in the morning, her life would have a legally binding option attached to it.
She laughed on the street corner like she had just heard a very good joke. A woman walking by gave her a wide berth. Isla didn't blame her.
Two weeks until she ran out of money. Twelve months until she had to prove stability. A marriage contract that didn't exist yet, drafted by a man who solved matching problems like they were the only thing that mattered.
She caught a cab back to her SoMa loft. She sat in the backseat and looked at Cole's business card. The stock was expensive. The printing was perfect. There was nothing else on it. No title. No website. Just his name and three ways to reach him, like the card was a problem and he was the solution.
She opened her laptop the moment she got home. Pulled up everything she could find about Cole Mercer. Articles about his fund. Brief mentions in venture press. A picture of him at a Stanford business school event from ten years ago, looking exactly the same age and infinitely more controlled.
There was one thing worth reading. An interview with a founder who had sold her company to a firm that Cole sat on. The founder had described him as "the only person I trusted with this decision because he actually thought about it instead of just wanting it."
Isla closed her laptop. She opened it again. She read the interview once more. Then she set her phone aside and sat in the dark of her loft, listening to the sound of the city outside, waiting for her lawyer to wake up and receive a call that would change everything.
Tomorrow at nine in the morning, Cole Mercer's lawyer was going to call her lawyer.
In fourteen days, she would be out of money.
By then, she would probably be married.
The law office of Patterson & Thorn occupied two floors of a building on Market Street that had probably cost a significant percentage of venture capital's total annual budget. Isla had been inside expensive law offices before, but never for a reason quite like this. She had also never had her personal lawyer, Janet Wu, call her at 6:47 a.m. to say, "What the hell is happening?" before Isla had finished her first cup of coffee.
The answer to that question, it turned out, involved a forty-two-page initial draft of a marriage contract that Cole's lawyer, Robert Mercer (his brother), had sent over at some point in the pre-dawn hours. Janet had called before Isla had even logged into her email.
"He's sending you 42 pages about marriage?" Janet had demanded. "Did you agree to marry this person?"
"Provisionally," Isla had said. "There's a board seat and an estate clause and also I have fourteen days of runway."
There had been a long silence on the other end of the line. Then Janet had said, "Okay. I'm calling you back in twenty minutes. Don't do anything. Don't agree to anything. Don't even respond to their email."
Janet was sixty-one and had a reputation for taking impossible business transactions and making them boring through sheer force of competence. When she showed up at Patterson & Thorn's office at 8:15 a.m., she looked like she had already read all forty-two pages and had opinions about every single one.
Cole was already there. He was sitting in a conference room that smelled like expensive paper and something botanical that the office probably bought in bulk. He had a cup of black coffee and his own marked-up copy of the contract. There were more annotations on his pages than there were on hers. Blue ink, precise handwriting, the same note from page six: "Clarify intent here."
"Isla," he said, standing when she came in. Not standing in a way that seemed polite. Standing in a way that seemed like he had a system for greeting people and was executing it. "Thank you for coming."
"I was instructed to come by my lawyer," Isla said.
"Good," Cole said. "Robert, this is Isla Quinn. Isla, this is Robert Mercer. My brother. He's a lawyer. We will now attempt to make this less ridiculous by making it very detailed."
Robert looked like a softer version of Cole. He had the same gray eyes and the same tendency toward precision, but he smiled when he shook Isla's hand. It was a smile that suggested he had done this before, or at least had done something like this before.
"I promise you that marrying people is less legally complex than what Cole's asking me to document," Robert said. "But he's thorough."
"So I've heard," Isla said.
Janet sat down across from Cole with the air of someone who was about to negotiate for a country. She had a tablet with notes and a leather portfolio with printed sections marked with sticky tabs. "Let's start with what this is," she said. "This is not a marriage. This is a legal arrangement disguised as a marriage to satisfy unrelated third-party requirements. Correct?"
"Correct," Cole said.
"And the duration is twelve months from the date of marriage, or earlier if the personal stability clause is deemed satisfied by the venture capital firm. Correct?"
"Correct," Cole said again.
"Then we can drop everything in these three pages about spousal support, community property, and inheritance rights," Janet said, gesturing at sections she had flagged. "We're not getting married. We're forming a partnership corporation. We'll draft accordingly."
Robert made a note. Cole did not look surprised. Instead, he looked like he had hoped she would say this. "There's also the question of living arrangements," he said.
"You need to live together," Janet said. "To maintain the fiction of a real marriage."
"Fifty percent of the time, minimum," Cole said. "For purposes of the board seat. My grandfather's estate attorney will require evidence that I'm cohabiting with my spouse."
"How much evidence?" Isla asked. She had been quiet up until this point because she was still slightly stunned that she was having a conversation about how much evidence of her marriage would be required to satisfy a dead man's financial terms.
"Utility bills, mail, appearance at social functions," Cole said. He had clearly already thought about this. He probably had a spreadsheet. "Nothing unusual. The sort of things any actual married couple would have."
"Living arrangements," Janet said, making a note. "Half the time. Where?"
"I have an apartment in Manhattan," Cole said. "Isla has an office in San Francisco."
"I have a loft in SoMa," Isla corrected. "I live there."
"Then you'll move," Cole said. He was still in the mode of someone solving a logistics problem. "To New York. Temporarily. It's easier to maintain the fiction if you're in my time zone."
Isla opened her mouth to argue. Janet put a hand on her arm.
"We'll discuss that after we discuss the financial terms," Janet said. She was looking at Cole the way a chess player looks at someone who just played an interesting move. "Because I assume there are financial terms."
"No," Cole said.
"No?" Janet sat back. Isla could see her recalculating something.
"Isla needs to be married. I need to be married. This is transactional for both of us," Cole said. He was reading something in his copy of the contract as he spoke. "I benefit from the resolution of my board seat issue. Isla benefits from the ability to close her venture round. Those are sufficient exchange of consideration."
"People don't usually structure marriages this way," Janet said.
"People usually don't structure marriages at all," Cole said. "They structure them haphazardly through emotional attachment and then regret it. We're doing the opposite. We're being precise about what we want and building a structure to serve it."
Isla found herself staring at him. He had just made marriage sound like a construction project, and this should have been offending to some core part of her that believed in the idea of things being romantic. Instead, it was possibly the most straightforward thing anyone had ever said about marriage in her hearing.
"I have three changes," Isla said.
Cole looked up from his contract. "Okay."
"First, the term is eighteen months, not twelve. My board wants proof of stability at the Series B, which closes in four months. Then they'll want evidence that the marriage is stable. I'd rather not have to explain my divorce schedule to investors."
"Reasonable," Cole said. "Eighteen months from the marriage date."
"Second, there's no fidelity clause or exclusivity clause or anything that implies we're actually a couple except when we need to be. We don't owe each other anything except competence and discretion."
"Competence and discretion," Robert repeated, writing this down.
"Third, there's an exit clause," Isla said. "Either of us can walk away with thirty days' notice if our circumstances change in a way that makes this unviable."
Cole was quiet for a moment. Janet raised an eyebrow.
"That's actually interesting," Cole said finally. "Most contracts don't include exit clauses that benefit both parties equally."
"Most contracts aren't between two people who don't know each other," Isla said. "I'm not willing to be trapped in this if something changes."
Cole nodded slowly, like he was working through the logic of this. "That's fair," he said. "But I want right of first refusal."
"What does that mean?" Isla asked.
"If either of us wants to exit, we notify the other first. We have the option to renegotiate before we trigger the dissolution," Cole said. "It's a courtesy. A chance to modify rather than terminate."
Isla looked at Janet, who shrugged in a way that suggested this was the least objectionable thing he had said all morning.
"Okay," Isla said.
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