Undue Influence: The Epic Battle for the Johnson and Johnson Fortune.

• Author: Langbein, John H.

Basia Piasecka, a thirty-year-old Polish emigre, landed in New York in 1968 seeking work. Through Polish connections, she found her way to kitchen employment in the New Jersey home of Seward Johnson and his second wife, Essie. Within months, Basia became Seward's mistress. Seward, then seventy-three, was an heir to the Johnson & Johnson pharmaceuticals fortune. Although Johnson & Johnson treated Seward as a nominal officer, he played no role in the company. (29-31, 42) He spent his decades philandering and dabbling in oceanography through a foundation that he established. In 1971 Seward divorced Essie, settling $20 million on her to dissolve their thirty-two-year marriage. Weeks later Seward married Basia, who was more than forty years his junior. (53) Their marriage endured a dozen years, until Seward died from cancer in May 1983.

Seward's estate was valued at his death in excess of $400 million. (171) Seward was survived by his six adult children, four of whom were older than Basia. Seward had shown little interest in the children when they were young (33), and his relationship with them as adults was largely perfunctory, although Basia cultivated amicable relations with the children throughout her marriage to Seward. As adults, the children were embarrassing wastrels, constantly in debt to their trust funds. They fared as badly in their marriages and family lives as in their careers and business affairs. (34-42, 94-98) The extravagant marital and extramarital adventures of one of Seward's daughters, Mary Lea (99-117), would strain credulity in a work of cheap fiction. Beginning in the 1940's, Seward had used inter vivos trusts to settle Johnson & Johnson stock worth tens of millions on each child. (33) In the many wills that he executed across the next four decades, he excluded his children from benefitting further in his estate. After marrying Basia, Seward revised his estate plan several times, making ever larger provision for her. His last will, executed in April 1983 when his struggle with cancer was near the end, devised a little of his estate to his foundation and the rest to Basia. The will excluded the children, as well as their spouses and descendants.

At about the time that he married Basia, Seward hired the prominent New York law firm of Shearman & Sterling to take charge of his estate planning. The firm placed Seward's affairs in the hands of a young associate, Nina Zagat. Nina and Basia became confidants, and, over the dozen years of the marriage, Nina assisted the couple with a variety of transactions. Seward's estate plan, drafted by Nina with the firm's oversight and approval (123-27), named herself as one of three co-executors, together with Basia and Seward's oldest child, Junior. Under New York's peculiar scheme of statutory executor fees,(1) each of the three co-executors would receive the full statutory commission, calculated as a percent of the estate. Using three executors multiplied the fee by three. Based on the estate's value at Seward's death, Nina stood to reap a $6.2 million executor's fee, plus trustee's fees that would amount to nearly a million dollars each year thereafter (418-19) for as long as Basia lived.(2)

When the contents of Seward's will became known, the children instituted the will contest that David Margolick chronicles in his book. The children alleged that Basia, in cahoots with Nina, procured the April 1983 will by exerting undue influence on the cancer-ravaged Seward. The children's lawsuit was weak. Under the doctrine of undue influence, persons contesting a will must prove that the testator was vulnerable to undue influence (the "susceptibility" test), and that the defendant's wrongful conduct caused the testator to disinherit the contestants.(3) The Johnson children's case satisfied neither branch of the doctrine, Seward had made ever more generous provision for Basia in successive wills during the years of their marriage, long before his terminal bout with cancer might have left him vulnerable to Basia's asserted imposition. Further, he had already disinherited the children in the string of wills from the decades preceding his marriage to Basia. He thought their trust funds were enough. (122-23)

Shearman & Sterling probated Seward's will in the Surrogate's Court, New York's court of probate jurisdiction. The children's undue influence contest was tried there. The highly publicized jury trial lasted many weeks and went badly for Basia. On the eve of the verdict, she agreed to a settlement that diverted roughly $40 million of estate proceeds from her to the children. (586) The estate also paid the legal fees of both sides, which amounted to $25 million. (587)

How did so weak a case turn into a $40-million dollar asset? Margolick's answer, in a nutshell, is that the children's lawyers--aggressive litigators from the firm of Milbank, Tweed, Hadley & McCloy--bested the estate's counsel, Sullivan & Cromwell, whom Shearman & Sterling had engaged to defend Basia and Nina. The story line of the book is that clever Milbank lawyers, aided by the astonishing partiality of the judge, Surrogate Marie Lambert, "concocted" (397) a case that they had no business winning.

Readers familiar with Margolick's "At the Bar" column on law and lawyers, which appears weekly in the New York Times, will not be surprised to find that his six-hundred page book is long on gossip, relentlessly scornful of establishment persons, and sadly short on legal analysis. Margolick recounts "the epic battle for the Johnson & Johnson fortune"(4) as the voyage of a ship of fools. His subject is not so much the lawsuit, or the legal system that permitted it, but rather the human foibles of the characters caught up in it. The book's early chapters center on the Johnson family--Seward courting Basia; Seward...