Buyer’s remorse. That was the theme Theodore Wells Jr. of Paul, Weiss, Rifkind, Wharton & Garrison crafted to defend Citigroup Inc. in a multibillion-dollar lawsuit.
To prove it, he had to undermine the credibility of the man at the helm of one of the United Kingdom’s leading private-equity firms.
In November, following a three-week trial in U.S. District Court for the Southern District of New York, the jury deliberated for only four hours before finding for Citigroup against Terra Firma Capital Partners L.P.’s demand for $8 billion in damages. Terra Firma, represented by Boies, Schiller & Flexner Chairman David Boies, had argued that Citigroup had duped the equity firm into overpaying for the music company EMI Group Ltd. in 2007.
Central to Wells’ success, he said, was his cross-examination of Terra Firma Chairman and British financier Guy Hands. The interrogation lasted three days. “The investment went bad, and he turned around and tried to blame Citigroup,” Wells said. Hands “concocted a story to shirk responsibility.”
Hands’ position hinged on his claim that David Wormsley, one of Citi’s most successful lawyers, had called three times during the weekend before the sale falsely reporting that a rival had bid for EMI, forcing Terra Firma to boost its own offer. Only the cellphone records didn’t support that claim, Wells argued.
Wells next turned to the paper trail — or, rather, the lack thereof. There was no record of a conversation between Hands and Wormsley about bids to invest in EMI, Wells said. On the other hand, evidence showed Terra Firma had carefully analyzed the label’s books. “This is Corporate America. This is a large sophisticated company,” Wells said in court. “If this company is investing $4 billion…it would be written down someplace.”
Wells, co-chairman of Paul Weiss’ litigation department, painted Hands as someone who usually could find opportunity where others saw misfortune — a person with the “magic sauce,” as he put it. “But the magic sauce didn’t work this time,” Wells argued in his summation to jurors. “When he bought EMI, he made a mistake, and he lost a lot of money.”
Wells, whose clients have included former New York governors Eliot Spitzer and David Paterson, said the trial theme drove his cross-examination of Hands. “There’s no question this was one of the most important cross-examinations of my life,” Wells recalled. “I had many sleepless nights that I could lose $8 billion.”
Terra Firma has appealed the outcome to the U.S. Court of Appeals for the 2d Circuit.
• Give a powerful opening statement; first impressions ar lasting.