Too Close to the Sun (35 page)

"I knew Vittorio would listen to me."

"And you were right." Will paused. "Is he in
love with you?"

"No," she said immediately, though to be
honest, she couldn't say she knew for sure.

"Are you in love with him?"

"No." That question she could answer, though
she doubted Will would believe her. Or believe what she was about
to tell him next. "I love you."

"Right." He looked away. "So you keep
saying."

She watched him. It was as bad as she had
feared it would be. Yet she clung to the fact that he hadn't walked
away yet. That gave her a scintilla of hope. Until he walked away,
she had a chance. To explain. To make him understand. But what was
the right tack to take? To cry? Beg for forgiveness? Use logic and
reason?

"Will, I know you try to do the right thing.
I want you to understand that's what I feel I've done here. I know
the valley can't stay the same forever—I'm not Tinkerbell. But it
kills me to see people from outside coming in, paving it over,
making their money, then leaving. I can't apologize for trying to
stop that."

"What breaks my heart, Gabby, is that you
think I'm one of those people."

I don't want you to be!
she wanted to
scream at him,
I want to believe you're just like me!
But
how could she, seeing him so cold and unrelenting, not giving an
inch. Not, from what she could tell, trying in the least to
understand her. Simply ready, as Vittorio had been, to cast her
aside if she didn't fall in with his master plan.

Will got to fire the final salvo. Because she
was too spent to manage it.

"What you don't seem to understand, Gabby, is
that you extract a promise from me, you make me the bad guy if I
don't live up to it, then you take advantage of what I've told you,
in trust, and call yourself an angel and me a sinner. Well, if
that's your idea of doing the right thing, I'd say we don't have
much to talk about."

She lost him then. He turned and walked away
through the vines as she had feared he would from the beginning.
She had too much pride to call after him. She was too wise to keep
trying at that moment to explain. And for the life of her, she
couldn't tell if there was really any point.

A day and a half after his vineyard battle
with Gabby, Will sat at an umbrella-shaded table in front of
Taylor's Refresher, a longtime St. Helena burger-and-fries hangout.
While waiting for Max to join him, he nursed an old-fashioned milk
shake and watched traffic crawl along two-lane Main Street, clogged
with locals and late-August tourists. It was another scorcher. Heat
blistered from the pavement and an unpleasant, gusty north wind
snapped at the Stars and Stripes hanging high on a nearby
flagpole.

Yet what seethed in Will was an ice-cold
anger. Toward Max Winsted, in part. But the far greater share was
directed at Gabby.

She had betrayed him. That she could be so
disloyal, so untrustworthy—he never would have guessed it of her.
He couldn't trust her again—that much was sure. What she had done
was so counter to what she knew he wanted, what he'd been working
so hard for. She'd accused him of betrayal in the past, but she was
so much more the guilty party now.

He still couldn't believe that she would go
to her old lover to try to unravel the deal on which she knew he
had so much riding. And on the basis of what? Ill-conceived, barely
thought-out views about business and its many abuses. The fact that
she didn't really understand what Will did, didn't really care to
learn about it, didn't stop her for a minute. As far as she was
concerned, she was right and he was wrong and that was the end of
it. She was so quick to condemn him!—and yet had the nerve to spout
off about love and loyalty.

His heart pounded just thinking about it. The
only salvation, the
only
one, was that all was not lost
where Suncrest was concerned. Despite Gabby's outrageous behavior,
Will still believed that he had the upper hand when it came to the
winery. Chances were very good that he could still back Max into a
corner and get the deal done.

His attention was drawn by Max's shiny red
two-seater convertible—top down, of course—screeching to a halt in
the parking lot. Will watched Max get out of the car, shake his
legs to get the creases out of his khaki trousers, then smooth back
his dark hair. Once, then again. Then he took a deep breath. During
all these ministrations, he remained within a foot of his Mercedes,
clearly reluctant to face the man waiting for him.

Will shook his head.
You
should
be
nervous to see me, you sneaky moron
.

Max Winsted was nothing if not easy to read.
Once Will got over the initial shock of seeing him with Vittorio
Mantucci, he'd immediately understood why in recent weeks Max had
started dragging his feet on GPG's acquisition of Suncrest. All of
a sudden Max was throwing up roadblocks. This was a problem, and
that, too. Then other staff stepped onto the work-slowdown
bandwagon. Suncrest's lawyer took a day to answer a question when
it should have taken her only a few hours. Same with the
accountant. And all the winery-wide stalling was for one reason and
one reason only, Will knew: Max was waiting for an offer from
Vittorio Mantucci.

And such an offer was possible. But Will's
experience told him it would never trump GPG's. There was no way it
would be larger. And all cash. And, most crucial of all, that it
would come together quickly enough to be a real threat.

And even if it did, Will still had an ace in
the hole: the no-shop clause. If Max tried to accept another offer,
Will could sue him until his eyes blurred. And pending lawsuits
would sure give Vittorio Mantucci something to think about.

Will watched his prey abandon the safety of
the parking lot and manfully approach the fenced-in front patio of
the restaurant. He lumbered over to Will, who didn't bother to get
up.

"Didn't know you liked this place," Max
mumbled, taking a seat.

"You can get a good steak sandwich here,"
Will said. "Probably'll cost you only a third what it does at
Meadowood." Max blanched. "Shall we go order?" Will asked.

Max agreed. Will beat him to the screened-in
window and chuckled again at the menu. This was the Napa Valley
equivalent of fast food, with gourmet options and of course a wine
list. "I'll take an ahi tuna burger and another White Pistachio
shake," he told the order-taker, then pivoted toward Max. "What can
I get you? My treat."

Max seemed surprised by even this low-level
generosity. "I'll take a Miss Kentucky," he said, which turned out
to be a chicken-breast sandwich with mountains of jack cheese,
mushrooms, and onions.

Once they resumed their seats, Will dipped
his chilled extra-long spoon into his second shake and cocked his
chin at Max's meal. "I guess both of us are living large today.
Then again, we do have something to celebrate."

Max frowned and set down his sandwich, ranch
dressing dripping between his thick fingers. "What do we have to
celebrate?"

"The definitive documents. They're done."
Will reached down beside his chair to pull a sheaf of papers from
his briefcase. "Here they are, ready to go." He set them on the
table, then leaned forward. "I was thinking we'd hold the signing
ceremony tomorrow at 10 AM. I'll bring all my people over to the
winery. How would that work for you?"

"Uh, can't make that." Max shook his head.
"Anyway, how can the final documents be done? There are still
outstanding issues."

"No." Will kept his tone light. "Everything's
been resolved."

"But my mom's not here to sign. I don't know
when she'll get back from Paris."

"We don't need her to sign. She gave you a
limited power-of-attorney, remember?" Will smiled at Max's stricken
expression. "To do the deal as defined in the term sheet. Our
lawyers spoke with yours about that. It's done."

Max started sputtering. "But she hasn't
agreed to the cut in the offer price. And there's still some fine
print I have to go over with her."

Will laughed. "Honestly, Max, if I didn't
know any better, I'd say you've come down with amnesia. We handled
the new price with your mother two weeks ago. As I said before,
every single detail has been dealt with." Will deliberately fell
silent so he could enjoy the spectacle of watching Maximilian
Winsted squirm. Then he snapped his fingers, making Max jump. "You
know, Max, maybe you
do
have amnesia. Because you also
forgot that the term sheet you signed has a legally binding no-shop
clause."

Max literally choked and had to suck down
some Coke. Will watched him, half hoping he would expire right then
and there. "You know, Max, when I saw you the other day at
Meadowood with Vittorio Mantucci, I knew what was going on. I have
to say, it doesn't make me happy to know I'm doing business with
somebody who's not on the up-and-up."

Max sounded truculent. "I haven't done
anything wrong."

Will sat back in his chair, folded his hands
in his lap. "That would be something for the lawyers to decide,
wouldn't it? That is, if we were ever to involve them by filing
suit. After all, GPG's already invested hundreds of thousands of
dollars in the due diligence, and we'd hate to think we spent all
that money for nothing. And you wouldn't want the added financial
burden of a suit, would you, Max? Or the negative publicity?"

He paused to let that sink in. Then, "I think
you've got a lot more common sense than that, Max. I find it very
hard to believe that you'd walk away from twenty-seven million in
cash on the slim hope that you'll get more out of some European
dealmakers who don't know you from Adam. Who haven't done step one
of their due diligence. Jeez, who haven't even made an offer
yet!"

Will didn't really know if that was true but
kept his eyes on Max's face to gauge if he got it right. Judging
from Max's somberness and uncharacteristic silence, Will guessed
that he did. And was damned relieved.

"So I'll see you tomorrow at ten," Will said.
"And let me be perfectly clear. Tomorrow is it. The end. Do we
understand one another?"

Max stared down at his sandwich. "Yeah." He
looked and sounded like a rebellious overgrown teenager.

Will rose from his chair, pulled out his
wallet, and threw a five-dollar tip next to his nearly untouched
tuna burger. "And if you bring up some new bullshit issue to try to
stall, GPG will walk and the deal will be off. And I guess you
won't get that 27 million after all."

Then Will strode across the patio toward his
car, one thought skipping through his mind.
Not even Max Winsted
is stupid enough to let this bird-in-the-hand deal slip
away.

*

Friday morning shortly before nine, Max was
in the convertible, driving as fast as he could in the hope that it
would clear his mind, free his thoughts, provide him clarity.

So far it wasn't working.

He barreled along the Silverado Trail, which
had less traffic and so allowed him to go faster than Highway 29.
He'd already driven north all the way to Calistoga and now was
looping back in a southerly direction. There was no fog
anywhere—again. It was hot as blazes, and the north wind was
blowing and neither was helping his ability to make a decision.

When he made it back to Suncrest, he might
just turn around and do the same loop over again. How else was he
going to figure out what to do? To sign or not to sign—that was the
question. And the signing ceremony was in an hour. Should he just
do the deal with GPG and get it over with? Or stall somehow so
Mantucci could come up with an offer?

At least this was his own decision. His
mother had given him power-of-attorney to handle the deal, though
it was humiliatingly narrow.

He careened past the entrance to Meadowood,
which brought back in skin-crawling detail the unexpected
face-to-face with Will Henley. That guy was sure full of surprises.
Max would've bet his mother that after seeing him with Mantucci,
Henley would call off the deal, call in his lawyers, and sue Max's
ass to kingdom come.

But no. And why not? Max knew damn well why
not: Henley wanted Suncrest so bad he could taste it.

Max thought that was a pretty good argument
for not signing. Because if Max gave Mantucci time to make an
offer, Henley would counter it. Max knew that in the marrow of his
bones. And then Max would be the beneficiary of a good
old-fashioned auction, and not have to settle for this fire-sale
price of 27 million.

But Henley's cocky voice resounded in his
memory.
I find it very hard to believe that you'd walk away from
27 million in cash on the slim hope that you'll get more out of
some European dealmakers who don't know you from Adam. Who haven't
done step one of their due diligence. Jeez, who haven't even made
an offer yet!

All true, unfortunately. But Max just wasn't
sure. Wouldn't he be a fool not to wait and see if an offer from
Mantucci panned out, and if so, how big it would be? Naturally
Henley wanted to make it sound beyond stupid for Max not to sell
immediately to GPG. But Max found it very hard to believe that even
if he didn't sign today, Henley would walk away. For whatever
reason, Henley really wanted Suncrest.

Fine
, Max thought.
Then let him pay
for it
.

Max made a sudden right onto a narrow,
tree-lined residential road that would lead him to Main Street in
St. Helena. Maybe he'd pick up a coffee, see if after he got more
caffeine in his system he'd still feel the same way.

He left the car in a back alley off Main
Street and was on his way toward his favorite bakery when he spied
a tiny storefront he hadn't seen before. Or maybe he just hadn't
noticed it. On its window, behind which hung dark curtains that hid
the interior, were pasted big red letters in a half-circle: MADAM
NATALIA. And below that, straight across: PSYCHIC READER AND
ADVISOR. The door was open and the inside lights—what there were of
them—were on.