A Giant has Fallen

Paul H. Frankel, a founding member and Chairman Emeritus of the Bloomberg BNA State Tax Advisory Board, passed away February 28. In this blog post, Professor Richard Pomp remembers Frankel as a giant in state taxation as well as a warm and colorful friend.

I first met Paul nearly 40 years ago, although perhaps “met” is not the proper word, unless interpreted so loosely to encompass his cross-examining me for six hours in a Utah case. The questions came fast and furious, aggressive and edgy. Paul was unrelenting. The courtroom was full of his groupies, who dropped by to see the Godfather of SALT at work.

The poor court reporter could not keep up with his machine gun cross. She was so exasperated she stood up and said, “Mr. Frankel, please slow down, you are not in New York City anymore. I need a break.” The judge was similarly exhausted and called for a 15-minute recess.

Paul came over to me in the hall, and I did not know what to expect. After all, he, like me, is from New Jersey, and I know we take no prisoners there. Instead, and if this does not capture the essence of Paul, he gave me a big bear hug, and told me that “it was not personal, that what goes on in the courtroom stays in the courtroom and never spills over. We do what we have to do in there but we never make it personal.” (A lesson some in our field should learn.) And being the “touchy feely” guy I am, I hug him back and gently whisper in his ear, “but I take it personally.” And he just gives me that infectious Paul smile, all knowing and all forgiving, and we went back at it for another three hours.

Shortly after that trial, Paul and I worked together when I was the Director of the N.Y. Tax Study Commission. Together, we created an independent tax court for New York, which has served as a model for other states. That was probably the first of what would prove to be a lifetime of lessons I learned from Paul about lawyering, advocacy and drafting. I thought this was the start of a beautiful friendship, a real bromance. He was going to be like a big brother to me.

And then a few weeks later he turns around and sues me, well not personally, but as you know, I take such things personally; he sued to strike down a statute I had drafted.

But it was impossible not to love the man or even hold a minor grudge. He was generous of spirit and forgiving of human frailties. When someone told Paul that one of his so-called friends was trying to steal his client, he simply responded with his typical graciousness and Buddha-like demeanor by saying, “Everyone has to make a living.” This was typical of Paul. Never in our 40 years together did I ever hear him utter a negative word about anyone. And he had lots of provocations.

No one was humbler, more loyal to his friends or more of a mensch. He treated everyone with respect, especially opposing counsel, and was treated with affection and respect in return. When he entered the Oklahoma courtroom for the Scioto trial, the State greeted him with homemade cookies. (And Paul never entertained the possibility that the cookies might be spiked, typical of his always viewing the best in everyone.)

No one could fill a courtroom (or a ballroom) like Paul, with his personality and his smile. He put the SALT field on the map and opened it up to women, long before others even thought about it. He was a mentor to many of the leading lights in our field.

Paul imposed a new order of civility on the SALT field, which brought together previously warring factions. He did not preach, but led by example. That spirit of goodwill led the business community to work with the Multistate Tax Commission on the revisions to the Compact; that would not have taken place in an earlier era and is a tribute to Paul. He single-handedly changed the culture and mindset of our profession.

Regardless of what side Paul and I we were on, we had lots of meals together. Paul had three rules when it came to restaurants. It had to be close, had to be fast and had to be reasonably priced. He had a fourth, unstated rule. He would always pick up the check (which he requested when the meal was served), just one very small example of his enormous generosity.

Paul once took me to his favorite place, close to his house (of course) in New Jersey. There were troubling signs before we ever entered. The sign on the door said, “Open 7 days a week, plus Sat. and Sundays.” I looked inside and saw flickering florescent lights and green linoleum on the floor. I tentatively entered and Paul was greeted by name like a celebrity. We sat down at the Formica table top and read the place mats that had the Heimlich manoeuver on them—not a good sign. The menu looked like it was mimeographed in the 1960s, featuring Jell-O dishes. I asked the waiter what he would suggest, and he bent down and in a quiet voice said, “get out while you can.” We did get out quickly, but only because we were the only ones there and the service was fast.

Paul was an ethical, fair but fierce competitor, and clients loved him for that. That competitiveness extended outside the law. Paul and I were at a hotel on a Sunday before the start of a trial the next day at which we were on opposite sides. I made him take a yoga class with me. I naively thought it would be good for him. We show up to a class taught by a “new agey” 20-year-old who looks like Tinker Bell.

We were easily the oldest in the room. Paul is scowling because he does not want to be there; he’s doing it for me. He looks menacing in his black leotards with MO FO sewn above the chest. Tinker Bell’s eyes go from the MO FO to Paul and you can see on her face what she thinks the MO FO stands for, and it is not Morrison and Foerster. You can see her fear, the panic, as she assumes Paul is a gang leader, a geriatric gang leader to be sure, but anyone who wears MO FO on their leotards must be one mean street dude.

Nonetheless, she has a class to teach and the lights go down, the incense is lit, we start chanting Om to get centered and grounded and go into our first pose. Paul then raises his hand. You can see the shock in Tinker Bell’s eyes. She is terrified. No one raises their hand during the first yoga pose, certainly not someone with MO FO on their leotards. She would like to have ignored his hand but she can’t. She can’t break her gaze, which darts from the raised hand to the MO FO. She calls on Paul in a quiet, fearful, trembling voice. And in his courtroom voice that destroys the entire mood of the room, Paul asks, “how do you win at this?” We left, to everyone’s great relief.

That same competitiveness was on display in the debates that we had over the years. Paul would never tell me what cases he would discuss or what he was going to do. People thought this was an unfair tactical advantage. But let me clear the air right now. Paul did not know what he was going to do until the morning of the debates.

Debating Paul was like debating a tongue on steroids. The best way to understand Paul in the debates, and the extraordinary lawyer he was, is to appreciate that he grew up in New Jersey, where stop signs are mere suggestions and when someone tells you to have a nice day you tell them to mind their own business.

I was never offended when his passion and zeal led him to call me the Prince of Darkness, Darth Vader and the Master of Misconception. I once said to Paul those are good jokes and he said, “what jokes?”

I learned a few things from those debates. When Paul wanted my opinion, he would give it to me. One of us was always right in those debates, and the other was named Pomp. There are two sides to every issue, Paul’s side and the wrong side. To err is human, to blame it on me is even more human.

I loved his bloviating and blustering and volcanic outbursts. I will never forget asking Paul if these debates had been good for him. Without missing a beat, he replied with that twinkle in his eye, “I don’t think they have been good for anyone.”

I will miss those debates. I will miss all the times we spent together, professionally and socially, no matter what side we were on. I always looked forward to our time together, his stories, his insights, his wisdom and his experiences. An unparalleled raconteur.

Paul taught me so much. He taught me how to be a lawyer and more important, how to be a professional and a decent human being. To this day, whenever I have a dilemma to work through, I take a deep breath and ask myself, “what would Paul do?” It will take a long time to accept that I cannot simply call him and find out.