Chapter 381 Confirmation Letters and Ropes
Chapter 381 Confirmation Letters and Ropes
January 9, 1911, Minato Ward, Seibu Real Estate External Consultants Company.
Shimada unscrewed the ballpoint pen in his hand and screwed it back on.
There were three stacks of documents on the table, secured with black binder clips. He had already read each stack twice.
A lawsuit is not an option.
Hamano only gave the five words "the model is too optimistic," and the people in the Ministry of Justice were too lazy to even draft a written opinion after hearing it.
"Optimism" is not a legal concept; in court, it wouldn't even withstand the first round of questioning from the opposing lawyer.
What's more important is the process.
"Organize these three types of documents into an index," he told the person in charge. "Data on the heavy oil consumption, snow removal outsourcing, dome maintenance, and equipment depreciation of the Elysium over the past three months."
"Also, the full text of the winter operation model from the data package that was transferred back then, as well as Hamano's technical summary, should all be compiled."
The person in charge finished writing in their notebook and looked up. "And then?"
"Send it to the Loan Management Department of Dai-Ichi Kangyo Bank," Shimada said, "under the guise of a supplementary explanation for the annual audit."
"The wording should be: 'To facilitate the loan extension assessment, please confirm whether the following operational data was included in the original review documents.'"
The person in charge paused for a moment.
"The bank saw this..."
"When the bank sees this, they'll register the document number in the routine loan extension file." Shimada put the pen back on the table. "It won't explode immediately. But when Dai-ichi Kangyo holds its next loan management meeting, there will be an extra formal letter from the asset holder on the table. At that point, how can the examiners not look at it?"
Banks rely on documentation; they need to be able to trace back who handled the document and who verified it. Once a letter is assigned a number, it's no longer just gossip, but is added to the to-do list.
Seibu doesn't need to actually verify the accounts; as long as they get the other side to mobilize personnel, check files, and write explanations just because of a claim that "the model is too optimistic," they've already won half the battle.
The person in charge did not ask any further questions.
Shimada took an envelope from the drawer; inside were business cards that had just been printed yesterday.
The newly printed document has the title "External Professional Consultant, Real Estate Division, Seibu Group".
"Do one more thing."
"Yes."
"The existence of Hamano's summary—just let the Kansai side know." He stood up from his chair. "Let's go through the process of the family reunion. It doesn't matter who represents us; what matters is that the message is raised at the right table."
The person in charge put away the notebook and left.
Shimada turned to look out the window; it was already completely dark.
From the twelfth floor, the lights of Akasaka looked like spilled ink mixed with gold dust, flowing everywhere.
Confirmation itself cannot be used as a weapon.
It's just a rope.
One end was tied to the bank's review table, and the other end was tied to the filing cabinet of the Saionji Construction Company.
The tighter the rope is pulled, the more the other end has to step forward and answer.
……
January 11, 1991, Osaka, Sumitomo Bank Osaka Main Store.
Yasui read the note from Kitashinchi for the third time before folding it and putting it into his inner jacket pocket.
The note contained only one sentence and one number.
"The Hamano Materials Technology Summary has been released, and the conclusion is that the model is overly optimistic. Seibu is cooperating with Dai-Ichi Kangyo Bank to provide supplementary explanations regarding the loan extension."
He walked to the door of the deputy minister's office and knocked twice.
When Mei Chang looked up, the tea beside him had gone cold.
"Look at this." Yasui handed over the note.
After reading it, Mei Chang remained silent for more than ten seconds.
"The Seibu made the first move."
"Hmm." Yasui sat down at the table. "They plan to drag the Saionji family into the audit process."
Mei Chang placed the note on the table, pressing down one corner with his finger.
"What can an audit find out? The materials used in Gokurakukan are real, and the construction is real. Hamano only said he was 'somewhat optimistic.'"
"We don't need to find out anything," Yasui said. "As soon as the bank starts asking, the process starts. Once the process starts, Saionji Construction will have to take time to respond. Taking time to respond means they'll have to allocate personnel. Allocating personnel..."
Mei Chang removed his fingers from the note.
"The commercial preliminary review process at Sumitomo will also slow down."
Yasui neither nodded nor shook his head. He simply placed his hands on his knees and looked at Umeba.
"What does Mr. Urakami mean?" Umeba asked.
"We won't touch Gokurakukan itself," Yasui said. "That's Seibu's business; we'll do ours."
He took a stack of printed documents out of his briefcase and placed them on the table.
The document uses a standardized format and is signed "Your Legal Department - Risk Confirmation Letter" at the bottom.
The plum blossom field turns to its first page.
The content is very short, with the main text not exceeding three hundred words.
"We have recently learned that the group to which your company's overseas settlement pre-audit agency belongs is involved in the review of cost models for large-scale facility projects. In view of this, we would like to request your company's confirmation on the following matters—"
Four questions were listed afterward.
Cross-default, credit support, data preservation, and scope of authorization.
Each question is quite ordinary. Placed in the routine correspondence between banks, they wouldn't even warrant a second glance from a legal assistant.
However, "the group to which the pre-screening agency belongs" refers to Saionji Temple, and "large-scale facility project" refers to Gokurakukan.
The meaning of the entire letter will be clear once the Ministry of Justice fills in those two blanks.
Mei Chang finished reading all four letters.
"To whom should it be sent?"
"Sumitomo Metal, Sumitomo Chemical, Sumitomo Electric Industries, Sumitomo Light Metals." Yasui stood up. "Using the guise of external risk control consulting, the letter was sent to the Osaka Headquarters' Compliance Office."
Documents from the Mei family.
"If Yoshio asks about it..."
"He won't ask." Yasui walked to the door, paused on the doorknob. "The legal departments of each company are obligated to conduct internal verification after these letters are sent out."
"If anyone skips the confirmation process and releases the goods directly—and problems arise afterward, the responsibility lies with the legal department, not the bank."
He glanced at the plum field.
"Mr. Urakami said: There's no need to snatch the meat back. Just make it so that the chopsticks can't pick it up."
……
January 14, 1991, Osaka, Saionji Trading Office.
Nagata noticed the unusual timing; it arrived half a day earlier than the letter.
At 2 PM, Sumitomo Chemical's legal department called.
The wording was very polite, and the question asked, "Does your pre-approval business share the same credit support system as your group's construction sector?"
After answering, Nagata hung up the phone.
At 3 o'clock, the foreign trade manager of Sumitomo Metal sent another fax.
The content requests Saionji Corporation to provide a "risk isolation explanation between settlement pre-audit business and other business segments of the group".
Nagata pulled the fax machine off the machine and placed it on the corner of the table.
At 3:30, the fax from Sumitomo Electric Industries' legal department also arrived.
The problem is almost the same, except that "risk isolation" has been replaced with "cross-default exclusion statement".
Nagata stood next to the fax machine and placed the three sheets of paper side by side.
the same day.
The same type of problem.
Within three hours, the legal departments of the three companies asked the same question using three slightly different sets of wording.
He picked up a pencil and marked the date of receipt, the sender's organization, and keywords related to the problem in the blank spaces of each fax.
Then he opened the drawer and took out the email that Sumitomo Light Metal had sent him the day before yesterday.
That makes four portions.
The four companies were located within one to two days of each other.
Even the problem structures are highly overlapping.
Nagata fastened the four documents together with paperclips, flipped through them, and then took out a piece of white paper. He drew a simple table on it with a pencil.
Left column: Sending organization. Middle column: Key words related to the issue. Right column: Speculated source of wording.
After filling it out, he stared at the form for a minute.
Then I picked up the phone.
"Receiving the Tokyo headquarters, Executive Director Endo."
……
January 15, 1991, Tokyo, second-floor study of the Saionji main residence.
Endo placed Nagata's comparison chart on the right side of the coffee table and a copy of the letter from Seibu Consultants to Dai-Ichi Kangyo Bank on the left.
Satsuki sat behind her desk, the celadon cup beside her filled with sencha this time.
Satsuki first looked at Nagata's watch.
Four companies, four letters, with almost identical wording and structure.
It's obvious without even looking that Bai Shui Hui is up to his old tricks again.
She put down the comparison chart and picked up the copy from Seibu's side.
The loan management department of the First Kangyo Bank received an index titled "Supplementary Explanation to the Annual Audit." The content pointed to discrepancies between the winter operating costs of the Gokurakukan and the transfer data package.
Hmm... these two have already started colluding, haven't they?
Satsuki picked up the teacup and took a sip. The astringent taste of the simmered tea lingered on the back of her tongue for a few seconds before dissipating.
"It's divided into two floors," she said.
"What Seibu wants is for Dai-ichi Kangyo to uncover the operational deviations of Gokurakukan at the loan management committee meeting." Satsuki put her teacup back on the table. "This line of work targets the completeness of the data related to the construction of Saionji Temple."
"The White Water Club wants to link the audit issues of Gokurakukan to the Sumitomo authorization." Her finger lightly traced across the comparison table. "They're tying two unrelated things together, hoping to make the legal departments of various companies think, 'Shouldn't we stop and verify this first?'"
Endo nodded. "Of the four companies in the Sumitomo group, two have already suspended the preliminary review and submission of the next batch of documents. The Ministry of Justice said they'll wait until the three-day deadline to see their response."
"Three days." Satsuki leaned back in her chair, turning slightly. "Shirai has learned to be smart. They don't need to take the business back; they just need to make each of our orders have an extra step in the process."
Endo pulled a piece of paper from the folder. "Nagata asked if we should first inform Sumitomo Yoshio."
"No," Satsuki replied casually, "Our Mr. Yoshio would only get angry if he found out now, and getting angry won't solve anything."
She gently pushed herself up, stood up, and walked to the window.
The curtains were only half-drawn, and the courtyard outside was covered with a thin layer of snow, with a small pile of white snow on the caps of the stone lanterns.
"To Seibu—" she said, her back to Endo, "have Saionji Construction issue a response today, with only three points."
"First, the original documents of the transfer package will be fully preserved, and we will cooperate with banks or third parties for review at any time."
"Secondly, the construction records, material procurement, and acceptance reports are all kept independently by the original supplier, and Saionji Construction is not responsible for interpreting the operating data after taking over."
"Thirdly, the operational revenue, cost control, and loan extension assessment of the Paradise Pavilion after its handover fall within the scope of the asset holder's operational responsibilities."
Endo quickly jotted it down in his notebook.
"The meaning of these three sentences together is—"
"I'll give you the data, but losing money is your own problem." Satsuki turned around. "If Daiichi Quanye wants to continue pursuing this after seeing this reply, they'll have to turn their attention to Seibu's own business judgment."
Endo closed his notebook. "What about Osaka?"
"The letter from the Hakusui-kai asks about 'group credit commingling'." Satsuki walked back to her desk, picked up Nagata's comparison table, and looked at it again. "Then we'll dismantle the commingled parts completely."
She sat down again.
"Have the trading company issue a unified statement to the four manufacturing companies in the Sumitomo Group, saying—" She paused for a moment, "The trading company is responsible for the preliminary review of documents and the review of letter of credit terms. The related business will be accounted for independently and will not be based on the balance sheet of Saionji Construction as a guarantee."
"There is no contractual relationship or cross-default mechanism between the Gokurakukan project and Sumitomo Manufacturing's export documents."
"One last sentence."
Endo looked up.
"If Sumitomo Bank Osaka Head Office believes there is a specific risk, please specify the relevant transaction number, specific risk clauses, and specific legal basis. We will respond within five business days of receiving your specific information."
Endo finished writing the last sentence and paused his gaze on the paper for a moment.
The meaning of this sentence is very clear—if you want to fight, you can.
But you can't use a vague letter to lure people in; you have to tell me specifically which point you're referring to.
However, Bai Shuihui currently has no specific transactions that have gone wrong.
"Also," Satsuki said, taking a blank notepad from the drawer, writing a few lines, and handing it to her. "You also have three things to do."
Endo took the note.
First line: Organize the timeline of correspondence. Record the dates of correspondence between Seibu Consulting, Sumitomo Bank's Compliance Department, and suppliers, as well as any overlap in wording and recipients.
The second line requests a response from all suppliers, with a copy sent to the legal department of Saionji Construction.
The third line: Send a reverse confirmation letter to the First Kangyo Bank to confirm whether the bank received the winter stress test report, energy consumption forecast, and maintenance cost model when the loan for the Gokurakukan was reviewed that year.
Endo carefully put the note away.
He immediately understood the meaning of the third point.
If Dai-ichi Kangyo admits to having seen those materials back then—and Seibu later claims that it was "completely unaware of the risks associated with winter costs"—then its argument becomes untenable.
"Miss, if the bank replies 'received' for the third question—"
"Then the cost discrepancy at Gokurakukan wasn't just a misjudgment by Saionji alone." Satsuki picked up her teacup and took a sip of lukewarm sencha. "It was the collective optimism of all the parties involved back then. The banks, underwriters, buyers, sellers—everyone was optimistic."
"A common problem of the bubble era."
Satsuki put down her teacup.
"Yes, it's a common problem," she said. "So a common problem can't be treated by just one person."
Endo carefully put away the folder and gave a slight bow. "I'll arrange it right away."
As he reached the door, Satsuki spoke again.
"There's one more thing."
Endo turned around.
"Tell Nagata to continue business as usual."
Endo nodded, pushed open the door, and went out.
……
January 17, 1991, Tokyo, Saionji Construction Legal Affairs Department.
The head of the legal department, Tasaka, flipped through the faxes on the table again.
This is a copy sent by Hamano Materials Industries' legal department this afternoon in response to a supplier confirmation letter from Seibu. According to the new rule set by the young lady, a copy of every supplier's response must be sent to Saionji Construction's legal department.
Tadokoro stopped when he turned to the second page.
An extra sheet of paper was inserted behind the second page of the fax paper.
The paper is slightly narrower than the previous A4 size; it's the internal paper used by the legal department in Hamano.
The content is a "List of Inquiry Items".
Below the title are six questions, each with its source, confirmation method, and required response deadline.
Tadokoro compared the six questions with the letters he had collected from other suppliers.
The same.
Even the numbering format is the same; each question is preceded by a serial number "SB-EL-91-" followed by three digits.
SB. (Don't misunderstand, this is an abbreviation for Seibu.)
Tadokoro pulled the document from the pile of faxes and put it into a transparent file bag.
Then he dialed the direct line to Executive Director Endo.
……
That evening at 8 PM, on the second floor of the main residence of Saionji.
Endo placed the transparent file bag on the coffee table in front of Satsuki.
Satsuki pulled out the paper, turned it over, and glanced at the foot of the page.
Number "SB-EL-91-004".
"SB".
She put the paper back into the file folder.
"Was it an 'accidental' intrusion from Hamano's side?"
"The head of the legal department, Tadokoro, called to confirm, and the legal assistant at Hamano said it was a mistake when it was copied," Endo said. "Hamano already knows about it, but they haven't asked us to return it."
Satsuki smiled and put the file bag back on the coffee table.
"Keep it for now."
She draped her coat over her shoulders and walked towards the door.
"Chizuru".
A soft response came from outside the shoji gate.
"Prepare tea and snacks for tomorrow." Satsuki pushed open the door without turning around. "Father said he wants to eat the yokan from Toraya."
The light from the hallway shone through the crack in the door, a thin beam falling onto the study floor.
On the coffee table, the transparent file folder lay quietly.
The lettering "SB-EL-91-004" was clearly visible in the footer of the paper inside under the light.
SB.
Seibu.
The rope is already tied.
Now all we need to do is wait for the person on the other end to continue pulling.
MMB