Bonnie Rose Negotiation #1
June 13th, 2021
A Jan 14, 2014 email from Kevin Sartorio, the lawyer for the Canadian Standards Association (“CSA” / “Civil Service”);
“Tim & Lyndsey [former PS Knight lawyers];
“I’ve received a request from CSA for permission for Bonnie Rose (President of Standards) to reach out to Gordon Knight directly to discuss this dispute and options for exploring settlement.”
See? They were worried.
Lyndsey called me about it, asking my views.
With my permission, Tim replied that yes, a meeting could be arranged and that “Gord happens to be transiting through Toronto on Thursday and could if appropriate arrange an in-person meeting at Pearson [Airport].”
That was a hint, but Kevin didn’t notice. I’d been travelling alright, secretly meeting CSA staff in Ohio.
Kevin replied that “Bonnie Rose is tied up presently in meetings but given the tight turnaround I have been asked to get back to you to advise that she would be free to meet with Gordon at or near Pearson anytime after 2:30pm tomorrow.”
And that’s how worried they were. A senior executive has a full schedule, they can’t just drop everything, clearing their calendar for several hours on less than 24 hours’ notice. But Bonnie did just that. Yeah, she was worried alright.
Said Sartorio; “Also, I ask that it be confirmed that nothing arising in the meeting will find its way on to a blog posting or otherwise be made public. Ms. Rose is trusting Mr. Knights’ good faith intentions for the meeting.”
We did honour this, completely. Not a word broke on RestoreCSA or elsewhere, nor was any reporter given an inside, off-the-record. The good faith intentions noted by Sartorio were later waived by CSA when they, not we, violated privilege by voluminously publishing detail of our negotiations.
On January 16, 2014, I had my first one-on-one with a CSA executive.
My flight landed at Pearson with about a half an hour to spare before the negotiation. I was to meet Bonnie at a restaurant on the second level of the Sheraton Gateway, a hotel so close to the airport that it’s attached by a causeway. I made my way into the Sheraton.
Bonnie Rose is an engineer and she looks it. She’s average female height, slight build, very short brown hair, with glasses, and in her late 40s. She dressed professionally, equal to her title yet lacking personality, as though she hadn’t any fashion sense, nor inclination to develop any, but bought what she thought was required for no other reason than it was required. I liked her right away.
She waved at me from across the lobby, probably knew my look from all the RestoreCSA videos that’d been watched in CSA offices. My look, like hers, was arrived at in spite of apathy to fashion. This day, my casual fashion was all the more so for I was dressed for aircraft comfort, not negotiating with executives.
Seated and with coffees at the ready, the game began. Bonnie opened by assuring me that CSA surely meant no harm to me or my company or my father. In fact, she said, the only reason CSA sued me was because they’d run out of options, I wouldn’t talk to them. This was rubbish of course, we’d had a discussion a few months before CSA’s lawsuit and they’d subsequently made no effort to reach me before filing in Court. It’s likely Bonnie didn’t know that (or wasn’t told about it), so I corrected it politely but otherwise let it be. She then waxed on about settlement terms.
In these first salvos Bonnie was warm and engaging, in control of her pitch, but it was coming through that she hadn’t done anything like this before. A settlement between parties takes account of the relative strengths and weaknesses of each side, the guilt or innocence of each side, and the costs to both parties of failing to come to terms. In this, it’s a dance to the centre of the ballroom. But Bonnie wasn’t dancing. She was dictating -nicely, mind you, but all of her points were one sided and self-serving, as though there’d been no pondering at CSA of any viewpoints other than their own. In this, she wasn’t really prepared. She was also operating outside her comfort zone. She was trying to frame the issues in order to contain them, rather than to resolve them. These were rookie mistakes but, at least in this instance, I wasn’t making them; Bonnie was.
She offered a very low royalty payment for the right to use public law. I countered that under Queen’s Printer Copyright, we already had this right without any payments at all. Recall that Manson’s Law, the Ruling that made private ownership of legislation legal, wouldn’t be issued until two years later. At this 2014 meeting then, Bonnie was cornered. “No, not at all,” she pleaded, “this is our work, we did this, it is our property.” “But Bonnie,” I replied, “when your property is passed into law it ceases to be privately owned. Your text is like any other text that’s lobbied for and passed into law. You own what you’re lobbying for, not the laws that result.” Bonnie was pausing a fair bit, she hadn’t thought through the other side of the argument and was now doing so on-the-fly, during negotiation.
“We’ll need to draft a contract between CSA and PSK,” she said, “with reasonable terms for turnover, dealt with in good faith at the end of the contract period.” This was silly, I said, because we already had a contract with CSA, a full license to reproduce electrical law without any payment at all. Well, she said, then how could it be public law if we needed a license? Oh boy, Bonnie wasn’t ready for this meeting.
I explained the basics of our relationship with CSA, going back to 1967. I pointed out that PSK used to be based in British Columbia, where there’s usually a gap of a year or more between CSA releasing a new iteration of text for electrical law and the passage of that text into law. In that gap, before it’s actually passed into law, the CSA privately owns the text in British Columbia. We needed their license to quote from it until BC passed it into law, then our books would be under Queen’s Printer Copyright. Critically, I pointed out that our license had been respected by CSA for three decades, and now CSA was denying knowledge of that contract, unilaterally voiding it to their convenience. “In this context,” I said, “on what basis could we have confidence in any new CSA contract; you won’t respect the one you’ve already signed.”
Look, I liked Bonnie. She was intelligent, capable, seemingly honourable -she wasn’t a good fit at CSA. In fact, in all the years since this first negotiation, I haven’t met a Civil Service executive more credible than Bonnie Rose. It’s just that she was unprepared by her staff and held a losing hand. Not much she could do.
Well, Bonnie was on the ropes and she knew it, but she also knew that she couldn’t give an inch. In any such negotiation, one is given parameters to work within, and those that she’d been given were as one-sided and self-serving as her own frame of reference. There just wasn’t any room to move. Rather, it seems that she expected me to fold my cards in realization of how inappropriate it was for me to have defended myself. She was affording me the charity of a chance to surrender to her, rather than to Kevin. This, she thought, was what persuasion looked like.
I wasn’t making headway, so I changed tactics. I mentioned that we’d been contacted by some of her staff, that there were people inside CSA who knew a lot and were talking to me. They were sharing some rather worrying stories of widescale fraud and wholesale corruption. The CSA product testing division appeared to be selling fake test results, fabricating entire testing datasets -the place was an absolute mess and a major liability, and Bonnie was on the hook for all of it.
As I said this, she gave a faint smile and cocked her head slightly. Disbelief and patronization; she was indulging me, being patient with me, waiting for me to finish. She figured I was bluffing, bigtime.
Then I asked her if she’d recently given layoff instructions to a senior figure in Cleveland. She had, by the way, as the day before I’d met with one of that person’s direct reports. The instruction from Bonnie had been to identify targets for layoff, then relieve them of most of their duties for a few weeks in order to justify their termination as under-utilized employees.
Bonnie didn’t connect with this at first, probably because the instruction she gave was a few weeks old and likely because she did this a lot, so it didn’t stand out. So I went for the jugular.
I leaned forward in my chair, as though I was selling insurance. I raised my head slightly and intently looked at her, with a Cheshire Cat smile, and then, speaking slowly, deliberately; “Bonnie,” I said, “why do you suppose I was in Ohio?” Her eyes went wide. Suddenly she got it; that’s why I was transiting through Pearson! The only reason for anyone without family in Ohio to fly to Ohio, in January, in the middle of a litigation, was to meet with whistleblowers. Her staff were ratting on her. And she didn’t know how many staff, or which ones, or how to stop them. And the biggest fear of all was that I might be right, that there was indeed rampant corruption at CSA.
The meeting ended pretty quickly after that. It was amicable, she was friendly but, you know, strained. My hit had connected. We mutually agreed to meet again in a few weeks’ time, giving her time to ponder our position and, though not stated, to verify the information I’d given her about corruption at CSA’s Cleveland facility.
And boy, did she! We’ll write on that second meeting shortly.
In the interim, we have a five-day defamation trial starting next week, on June 21. Given the context, it should be a right gas!