Washington Lawyer

Legends in the Law: Sol Linowitz

(Appeared in Bar Report, August/September 1995)

Sol M. Linowitz is a 1938 graduate of the Cornell Law School. A cofounder and former chairman of the Xerox Corporation, Linowitz served as ambassador to the Organization of American States under President Lyndon Johnson and as the chief conegotiator of the Panama Canal Treaties under President Jimmy Carter. He also served as President Carter’s representative to the Middle East peace talks. Until 1994 Linowitz practiced law as a partner with Coudert brothers in Washington, D.C.

Bar Report: Can you tell us a little bit about your background?
Sol Linowitz: Well, I was a Depression kid. I was born in 1913 and my father was a fruit importer in Trenton, New Jersey. He built up a significant business, and provided the family with a comfortable standard of living. I always assumed that after high school I’d go off to college. But my father’s business came crashing down in the Depression. So when I graduated in the summer of 1931, I was confronted with the question, "How am I going to get enough money to pay for college?"

Fortunately, I was able to obtain some financial assistance through a scholarship program that made it possible for me to work my way through Hamilton College by waiting tables, selling papers, tutoring, and taking on odd jobs.

BR: What made you decided upon a career in the law?
SL: As an undergraduate I was searching for direction. On Sunday afternoons, I often used to read to Elihu Root, who was one of Hamilton’s most distinguished alumni. You may recall, Root had served as secretary of state under Teddy Roosevelt. He’d lost his eyesight, and had come back to spend some time on the campus in the last years of his life. One afternoon he stopped me and asked, "What are you going to do after you graduate?" I said, "I don’t know. I can’t decide between being a lawyer and being a rabbi." He said, "Be a lawyer. A lawyer needs twice as much religion as a minister or a rabbi."

The point he was making was that if you really believe in your principles you ought to put them to use in the real world and not just preach from pulpit. I thought that was a profound truth.

BR: So you decided to go to law school?
SL: That’s right. I enrolled at the Cornell Law School in the autumn of 1935. My experience during the Depression had given me insights and concerns that I otherwise might not have had, and I saw the law as a tool that could be used to help people. So when I went off to law school I was burning with desire to do good.

BR: Did you have a vision of the career path you wanted to follow?
SL: I had stars in my eyes. During my third year, I interviewed with several of the prestigious Wall Street firms in New York City. I was also persuaded by a friend’s father to visit a small family firm in Rochester, Sutherland & Sutherland, that was seeking an associate to help with their expanding practice. The firm was comprised of three lawyers, Judge Arthur Sutherland and his two sons, Andrew and Arthur Jr. Judge Sutherland had been a local supreme court judge. His son Andrew was a trout fisherman who rolled his own cigarettes. Arthur the younger was erudite and eloquent, a scholar, who eventually went on to become a professor of constitutional law at Cornell and Harvard. I was absolutely charmed by the Sutherlands. On one of my visits Arthur the younger handed me a fiddle and he played the guitar and sang while I accompanied on the fiddle. I thought, "Boy, this is a wholly different life from what I’d seen in New York."

The Wall Street firms probably made more sense in terms of where I wanted to go with my life. But I knew that I’d be running with the pack in New York—that I’d have to hustle all the time, and I’d be competing with other aggressive young associates who were eager to climb ahead. At Sutherland & Sutherland I’d be removed from the rat race, and would be practicing law in a way that could provide personal fulfillment. So even though the salary in Rochester was a little less than one-half of what I might’ve expected in New York, I decided to accept the position at Sutherland & Sutherland.

BR: It retrospect, do you feel that was a wise choice?
SL: Absolutely! What I learned at Sutherland & Sutherland was that the law is a human profession. If you are going to get satisfaction and personal fulfillment as a lawyer, you’ve got to do things that are helpful to people. You can’t practice law impersonally. The greatest satisfaction I got as a lawyer was to see people come into the office feeling upset, anxious, and fearful, and then have them leave with peace of mind. The Sutherlands had that kind of a practice.

BR: Did the onset of World War II alter the direction of your career?
SL: The Japanese attacked Pearl Harbor on December 7, 1941, which was my 28th birthday. On December 8, I went down to the recruiting office to explore the possibility of a commission in the service. I tried to get into the Army and the Navy, as well as the Air Corps, but I was denied a commission due to what the doctors described as an organic defect in my left knee. I thought that was silly. I’d been kicked in the knee playing soccer when I was in college, but I had no idea the knee had suffered any long-term damage. I was getting along just fine.

At any rate, I wanted to be part of the war effort. So I came to Washington and went to work for the Office of Price Administration (OPA) where I was in charge of appellate cases in the rent control program. I was housed in one of those hot temporary buildings erected on the mall. It had a tin roof and the office heated up to 110 degrees in the summer.

Shortly after I arrived, I encountered another young lawyer by the name of Richard Nixon. He and I worked together at the OPA from 1942-44. He was in the rationing program and I was in rent control. We were both the same age, and we had both been denied military commissions. So we had a lot in common. He struck me as a decent guy with ambitions similar to my own. I don’t recall Nixon ever saying that he wanted to go into politics, but it was clear that he was drawn to government service.

BR: Did your work with the OPA satisfy your desire to participate in the war effort?
SL: Not really, no. It was interesting work and we got pep talks about how important we were to the war effort, but I’d been hoping to play a role beyond what I was doing at OPA. As it turned out, both Nixon and I eventually received Naval commissions. Although I was never cleared for sea duty, I did have the satisfaction of being an officer in the Navy and feeling that the work I was doing there was a more vital, integral part of the national war effort.

BR: Did you give any thought to staying in Washington after the war was over?
SL: Briefly. Some attractive offers came my way, but my wife and I liked Rochester. We had friends there and thought it would be a great place to raise a family. What I didn’t realize was that the firm of Sutherland & Sutherland had changed dramatically. Andrew Sutherland had decided to retire and Arthur wanted to teach. So there was very little business.

BR: Did that result in some lean times?
SL: Did it ever! A colleague by the name of George Williams and I decided we’d resuscitate the firm. To our dismay, the only significant business left over was a case involving an estate that had a large fee that was due and payable. We had bills were coming in, but there was no money. We needed that fee in order to stay afloat. On Saturdays George and I would take turns going down to the office to wait for the mail delivery in the hope that the check had come in. Saturday after Saturday, I vividly remember that phone call, "It isn’t in yet." "It isn’t in yet." That’s how tough things were. For a couple of years there, George and I wondered whether we were going to be able to stay in business.

I might add that during these rather lean years, I was watching Richard Nixon establish himself on the national scene. I remember feeling envious of the way he was moving up. My wife still teases me about that—that Richard Nixon, of all people, was the guy with whom I chose to compare myself.

BR: How did your association with Xerox begin?
SL: It evolved from a very slender sprout. A good friend of mine by the name of Joe Wilson was the president of a company called Haloid that sold silver haloid paper for photographic purposes. The law firm that represented Haloid was the same firm that represented Eastman Kodak. One day Joe came to see me. He explained that he was looking into something called electrophotography being developed by the Battelle Memorial Institute in Columbus, Ohio. He was interested in acquiring option rights under the patents and said, "I need a lawyer to draw up an option agreement." He explained he didn’t want to use the law firm Haloid normally used because of their association with Eastman Kodak. So I got on the train and traveled to Columbus with him to see this new invention.

BR: On that trip, did you have the feeling that this was the start of something big?
SL: Not in the slightest. It was the most unimpressive demonstration I’ve ever witnessed. We met with a small group of scientists who had a piece of coated metal and a light bulb. They rubbed the anthracene-coated plate with cat’s fur, took a transparent ruler, shined the bulb through the ruler onto the plate, and the sprinkled some powder on the plate. Then they took a piece of paper, held it against the plate, and lifted it up to show a smudge on the paper. They said triumphantly, "That’s it!" Joe said, "That’s it?" "Yep, that’s it!" What they had demonstrated with the lightbulb experiment foreshadowed the whole process of electrophotography. But I wasn’t a scientist so I didn’t feel any great excitement.

BR: Was there a point at which the vision began to crystallize for you?
SL: Joe understood the potential implications a lot more quickly than I did. His enthusiasm was infectious, so I wasn’t far behind. This may surprise you, but had Joe and I been more scientifically trained—had we had a better sense of what was required to tame this process of electrophotography so that it could be put into an effective machine—I don’t think we would have persevered. The scientists at Haloid were all skeptical. Joe and I both had liberal arts educations, and we didn’t have enough knowledge to get in the way of our blind confidence that this technology had the potential to make a fine product.

BR: Did this process that eventually became known as xerography go through a lengthy development period?
SL: Very lengthy. The process was in development from 1948, when I negotiated our first patent option, through 1959 when our first successful copy machine was put on the market. During that eleven-year interim we faced a lot of uncertainty. None of us knew whether Haloid was going to be able to survive, and other companies were looking into alternative technologies. So it was a big gamble to keep our patent options and to continue to invest in research and development. We were out there going for broke.

The most dramatic indication I can give you of how uncertain this gamble was is evidenced by the fact that my wife and I bought a house in Rochester in 1958. In order to get the mortgage I had to prepare a financial statement for the bank. I owned significant stock options in Haloid-Xerox, but I didn’t list them among my assets because I didn’t think they were worth much.

BR: Was the first copy machine made available on the commercial market in 1959 an immediate success?
SL: It was an unimaginable success. Our revenues at what was then still called Haloid-Xerox absolutely exploded. In a very short span of time, we made the transition from a modest Rochester company to a major international corporation with annual revenues in the hundreds of millions of dollars.

BR: How was it that you came to be named chairman of Xerox?
SL: Back in 1953, Joe Wilson, who was the president of Haloid, had a heart attack. He asked me to become vice president, which I reluctantly agreed to do, primarily so I could speak as an officer of the company while Joe was recuperating. In the meantime, I continued my practice as a lawyer and kept my office at the law firm. Because I was intimately involved at every stage in the patent negotiations only Joe and I really knew what was going on with this new technology that we were trying to develop. In 1959, when the company began its period of rapid growth, we formed an executive committee, and I was named chairman of that committee while Joe functioned as the chief executive officer. Later I became chairman of the board.

BR: Did the onset of such sudden success change you in any way?
SL: It was gratifying. The fact that it was unexpected made it particularly pleasing. It was exciting to be a part of something that was having such a tremendous impact on the way companies were doing business. Xerox was a case where invention became the mother of necessity—until it was invented people didn’t realize how much they needed it.

BR: Was it during your years as chairman of Xerox that you met Lyndon Johnson?
SL: Yes, I met him a couple of times when he was vice president, but there was no particular intimacy. Then, after he became president he appointed me to a commission to study foreign aid. Pretty soon, he began inviting me to the White House on a semi-regular basis. It was a gradual, informal thing. I’d get a call from Bill Moyers or Jack Valenti, and they’d say, "The president wants you to come down here next Wednesday." So I’d fly down for a meeting. Johnson and I had several long talks about foreign policy and education.

President Johnson kept offering me jobs in his administration, and I kept turning him down because I didn’t think the jobs he was offering were what I was best suited to do. At one point, he asked me to become secretary of commerce, and on another occasion he said he wanted me to take charge of the Peace Corps. Then, when he offered me the job of ambassador to the Organization of American States (OAS). This was in 1966, and he was shocked when I said yes. He couldn’t understand why I’d turn down a cabinet position and then accept this ambassadorship. But I did so because I thought the OAS was compatible with my interests and abilities. I thought it was where I could make the greatest contribution.

BR: Did you like President Johnson?
SL: Yes, we had a good relationship. He could be irascible and irritating, but he was basically a good man who wanted to do the right thing. He was also a man who was deeply torn by his own insecurities. There’s no denying the fact that he carried his own devils.

BR: How would that manifest itself?
SL: He’d make cracks about all the Ivy League people who were surrounding him. He’d deliberately mispronounce words or names, and then say, "Of course, I didn’t go to a fancy school like you fellas did." He seemed intimidated by people who had Ivy League educations or had been successful in the business world. He was very aware of the fact that he’d gone to a tiny little college in southwest Texas and he had a bit of an inferiority complex about having what he considered an inferior education. It was so obvious that he wanted to be recognized as a great president, and that he was very fearful that he wouldn’t be. Lyndon Johnson took some getting used to, but he had a lot of good qualities.

I remember one occasion when Lincoln Gordon and I went down to Latin American to meet with the presidents of the Latin American countries to make arrangements for a summit meeting that Johnson was planning to attend. After several days of traveling from one country to the next, we flew into to San Antonio and were going to meet Johnson at his ranch the next day. I had just gotten into bed at about 11:30 that evening when the phone rang. It was the president, and he said, "I want you out here tonight." I said, "Tonight?" He said, "Yeah, I want to talk to you about this." I wasn’t very happy about it, but I got out of bed, called Lincoln, got dressed and packed, and helicoptered out to the ranch. When we landed there was a station wagon waiting there with a driver in the front seat. I waited for them to unload my bags and toss them into the station wagon, and then I got into the back seat. The driver turned to me and said, "Welcome home, Sol." And it was President Johnson. He’d driven out to pick us up in his own car. There wasn’t a Secret Service agent in sight. He’d probably yelled at them as he was leaving the house and scared them off. That’s the kind of thing he was capable of doing. I’ve worked with several presidents, and there aren’t many who would drive out in the middle of the night to pick someone up. But Johnson never gave it a second thought. He had that thoughtfulness and kindness in him.

BR: Did you ever talk to him about Vietnam?
SL: Only once. I told him that I thought we were on the wrong course. Every step we made seemed to get us in deeper and deeper, and I told him that he ought to find a way to disengage. Well, he got very upset. He said, "I don’t want you to bring that up again!" Vietnam was serious business with him. It was not a subject one touched on lightly. My impression was that Johnson was going through his own private agonies, so that it would’ve been painful for him to say out loud some of the things that he was thinking. He was asserting his vigor and commitment and confidence that this war was the right thing to do, but my conjecture is that there was a part of him that never believed it.

BR: Did the deepening involvement in Vietnam ever cause you to consider resigning from the government?
SL: No. On the contrary, I was so sure that the policy we were pursuing in Latin America was right that I thought maybe it made up for some of the things that had gone wrong. I never felt that my disagreements with President Johnson over Vietnam affected his support for the things we were doing in Latin America—things such as investing in education, agriculture, and urban development—that improved economic conditions in those countries.

BR: Of course it was your old friend, Richard Nixon, who succeeded Lyndon Johnson as president. Were you pleased to see him enter the White House?
SL: In getting to know Nixon at the OPA, I felt that he was a decent guy who meant exactly what he said. But once he got into politics he began doing things that I found unsavory—you’ll remember his rise came during the height of the McCarthy era, and the business with Alger Hiss and the smear campaign he ran against Helen Gahagan Douglas in his 1950 Senate race bothered me. I was disappointed to see him become such a political hack. By the time he was elected president, I had no desire to be a part of his administration. I only stayed on for a short while until a replacement could be found.

BR: After serving in government at a level where you had direct access to the president and the secretary of state, was it difficult to go back into private practice and focus on the needs of individual clients as opposed to the needs of nations?
SL: The short answer is, of course. I was lucky, though. Upon leaving the government, I joined Coudert Brothers, where I had the opportunity to do international work that was stimulating and absorbing. In addition, subsequent administrations, both Republican and Democratic, have at various times involved me in one capacity or another—whether it’s been undertaking troubleshooting missions as a roving ambassador or serving on presidential commissions. Consequently, I’ve been involved enough so that I’ve never felt like an outsider.

BR: How did you come to be the lead negotiator on the Panama Canal treaties?
SL: Shortly before President Carter was elected in 1976, I chaired a commission that issued a report on U.S.-Latin American relations. The report stated that the most serious problem confronting the United States in the years ahead was the conflict over the Panama Canal. The arrangement then in force was the 1903 treaty that dated back to the administration of Theodore Roosevelt. That treaty was a source of shame to the Panamanians because it conveyed sovereignty over a large stretch of their territory to an occupying power. There had been riots in the past, and it was obvious to all of us on the commission that the problem was going to get worse.

President Carter was familiar with the commission’s report and he agreed with our conclusions. Shortly after his inauguration, he and Cy Vance called me in to the White House and he told me that he wanted Ellsworth Bunker and me to negotiate a treaty that was "generous, fair, and appropriate." In doing so, we were given a broad mandate. President Carter wanted three things: 1) a treaty acceptable to the Panamanians; 2) a treaty that fully protected U.S. interests; 3) a treaty that could be ratified by the Senate. He didn’t tell us how to meet those objectives, he just wanted it done.

In retrospect I’d have to say that assignment was probably the most difficult and exciting challenge of my life. It is also the accomplishment of which I’m most proud.

BR: Why is that?
SL: In recognizing the legitimate dissatisfactions the Panamanians had with the 1903 treaty and making the appropriate adjustments, we were acting the way a great nation should act. We could’ve thrown our clout around and made this little country come to heel, but instead we chose to treat the Panamanians with the dignity and respect they deserve.

BR: What was the most difficult obstacle you had to overcome?
SL: Well, the negotiations with the Panamanians were a challenge unto themselves. But dealing with the Panamanians was easy compared to getting the political support in the United States that was necessary for Senate ratification. I found the domestic battle to be difficult, disturbing, and frightening.

BR: Why frightening?
SL: The far right was absolutely sure that the nation’s security was being damaged, and I bore the brunt of their attacks. My life was threatened, and my family was threatened.

Having said that, I need to make a distinction between legitimate opposition and the far right crazies. Ronald Reagan, who was then the governor of California, was at the forefront of the responsible opposition. His position, in a nutshell, was: "We built the Panama Canal. We paid for it. We should keep it." That sentiment played well politically, and I understood that. If you read David McCollough’s book The Path Between the Seas you’ll get a feel for what an extraordinary achievement it was to build the canal, and I could understand someone saying, "Hey, wait a minute, maybe we shouldn’t be so eager to give the canal away." I tried to address that point of view by traveling around the country giving talks and speeches and so forth.

On one occasion, shortly before Ronald Reagan was scheduled to appear on "Meet the Press" I met with him here in Washington at the Madison Hotel. We had lunch together and he was the most decent, polite man you could imagine. He had a list of questions written out on a yellow pad, and he’d ask a question and then check it off as I gave the answer. When we were through, he walked me to the elevator, thanked me, and said, "You’ve answered every one of my questions. I’m pleased that we had this chance to talk."

I went home elated. I remember I telling my wife, "You won’t believe what happened! I just turned Ronald Reagan around!" I could hardly wait for his appearance on "Meet the Press." The next morning I tuned in, but was shocked to hear him come on as strong as ever in opposition to the treaties. It was as though we had never talked.

So I met with him a second time, and we spent a couple of hours going through the exact same ritual. He asked the questions and checked them off on his yellow pad. When we were done, he said, "Thank you very much, you’ve answered all of my questions." Only this time, I wasn’t about to leave it there. I said, "Governor, can I assume that you will move in our direction?" He said, "Oh, no. I’m gonna be against ya. But thank you so much for coming and talking to me." He was as nice and affable as could be, but there wasn’t a thing I could say that would cause him to budge an inch.

BR: Then why did he bother talking to you? Was he just going through the motions? An actor reading a script?
SL: No, I think he was genuinely interested. But his opposition to the treaties had become a potent political weapon. He got thunderous applause every time he stood before a crowd and said: "It’s ours. We built it. We paid for it. We ought to keep it." This was a man who wanted to be President of the United States, and he had stumbled across this issue that played well with the electorate. Politically, Reagan knew what he had and he knew that he needed to stand firm.

Anyway, that was the sort of opposition we had to overcome to secure Senate ratification. Taking on Ronald Reagan in the year before he was elected president was no easy task. Ultimately, however, we managed to prevail by the narrowest of margins. The treaties were ratified in 1979.

BR: What do you think the consequences would have been had the Senate rejected the treaties?
SL: Anti-American sentiment in Panama would have intensified. There would have been more riots, and some militant guerrilla group probably would’ve blown up the locks. I vividly remember that during the ratification hearings the chairman of the joint chiefs of staff testified that it would take at least 100,000 men to protect the canal. So the alternative was not a continuation of the status quo, but something far, far worse.

BR: How have the treaties affected our relations with Panama?
SL: In the 17 years since the treaties were ratified, our relations with Panama have had their ups and downs. There were some significant problems during the Noriega period, but at present our relationship is a strong one. During the Haitian refugee crisis, President Clinton asked me to meet with the new president of Panama and to ask him to take in some of the Haitian refugees to ease the burden we were feeling here. President Balladares agreed to do so. As a favor to us, Panama took in a significant number of the Haitian boat people. I think their willingness to help is indicative of the mutual respect that exists between our countries today—a respect that would not be possible without the treaties.

BR: Last year your book The Betrayed Profession was published. Where does the title come from? Betrayed by whom?
SL: Betrayed by us, by the lawyers. We inherited a noble profession, and to the extent that we have transformed it into a huckstering business operation we have betrayed our calling. We are supposed to be members of a learned society of professionals bound by ethical standards, morals, and manners.

BR: What prompted you to write the book?
SL: I’ve been concerned for some time that there is a general sense of dismay, disappointment, and discouragement among lawyers, a sense that the profession has lost the dignity and respect it once had. I wanted to write a book that honestly addressed that situation.

BR: Have you been pleased my the reception the book has received?
SL: Yes, very much so. Predictably, some of my colleagues did not feel that it was a necessary contribution. But I’m pleased that several state bar associations have set up committees to try to implement some of the ideas contained in the book, and the American Bar Association—before whom I delivered the keynote address—has a group working on some of these ideas. I feel that individual members of the bar need to stand up and say things out loud—we need to try to make the profession what we want it to be. The book was written in the faith that we lawyers can restore ethical values to the profession and regain our dignity.