Law, Abiding

Vermont’s largest law firm is one of its oldest

by Will Lindner

drm0615Downs Rachlin Martin PLLC has its roots in 1955 St. Johnsbury, when the late John H. Downs’s partner left to serve on the U.S. Court of Appeals. As the firm has grown, its main base has moved to Burlington. Pictured are Robert D. Rachlin (left), a founding partner, senior director, and general counsel; Paul H. Ode Jr., managing director, business law; and seated, Allen Martin, director, retired.

In 1955, when President Dwight Eisenhower snatched attorney Sterry R. Waterman out of St. Johnsbury to serve on the U.S. Court of Appeals, Second Circuit, Waterman’s 36-year-old law partner, John H. Downs, was left to practice on his own. Yet Waterman’s sudden absence from the Northeast Kingdom legal community paved the way for what was to become the largest, and certainly one of the most diverse, law practices in Vermont: the firm known, since the early 1970s, as Downs Rachlin Martin PLLC.

Four years after Waterman’s appointment a 23-year-old third-year law student from the University of Chicago named Robert Rachlin — a Yale graduate and New Englander from West Hartford, Conn. — spent a week poking around Vermont seeking a job at one of the state’s “larger” law firms.

“In those days,” Rachlin says, “a ‘larger’ firm in Vermont was more than two lawyers.” It was, he concedes, an eccentric quest. He knew no one here and had never set foot in the state. “When anybody asks, ‘How did you end up in Vermont?,’ the answer I give is, ‘Pure whim and caprice.’”

His final stop was St. Johnsbury, where an attorney in a three-member firm suggested he drop in on John Downs. A solo practitioner, however, wasn’t Rachlin’s cup of tea.

“It was the end of a long trip,” he recalls, “and I was tired. I went back home to West Hartford.”

In Connecticut, however, he received a call from Downs, and when Downs offered to pay Rachlin’s way back to St. Johnsbury, he accepted.

“We hit it off and announced our engagement and have been married ever since,” says Rachlin, who is now 78 and serves as general counsel in the firm that has grown to employ more than 60 attorneys and legal professionals and about 80 support staff, and has offices in Burlington, St. Johnsbury, Montpelier, and Brattleboro, as well as Lebanon, N.H., and Plattsburgh, N.Y.

Downs passed away at age 91 in 2011. He had enjoyed a long and varied career, including election to the Vermont House of Representatives; a role in creating the Vermont Law School; and engagement, through the Lawyers’ Alliance for Nuclear Arms Control, with Soviet attorneys pursuing the same cause.

Downs Rachlin gradually took on additional attorneys, but it really began to hit its stride in 1969 when a lawyer in his early 30s, practicing business and commercial law with a prestigious firm in Boston, cast his eyes, too, on Vermont. Allen Martin also hailed from the Hartford area in Connecticut, but he had strong Vermont connections: His father had grown up in Essex Junction, the son of a local attorney also named Allen Martin.

“If you drive through Essex Junction today,” says the grandson, “you’ll come to a prominent street named Allen Martin Drive. It was named for my grandfather.”

The Connecticut Allen Martin attended Williams College, Oxford University, and Harvard Law School. But those worldly pursuits were salted with Vermont experiences: family vacations, during his youth, at Lake Seymour; and a year serving as law clerk for the self-same Sterry Waterman on the federal bench, during which time he roomed in St. Johnsbury. His three years with a top-notch Boston firm were interesting and rewarding, “but I wanted to come back to St. Johnsbury.”

As Martin recalls it, it was he who contacted Downs Rachlin, soliciting their interest. Almost paradoxically, though, he shared a vision that was taking hold at Downs Rachlin.

Looking back at those days, Rachlin puts it this way: “There’s no law, of God or man, that says that because we’re practicing in St. Johnsbury, Vt., the quality of our practice must be inferior to that in the metropolitan areas. The vision that we had was to hire people and to specialize — which was not widely done in Vermont in those days — to develop a quality of practice which would make us attractive not only to Vermont clients but to out-of-state clients as well, who would realize we had the ability to do the same quality of work they were used to in Boston and New York, but at much lower cost because our costs are less. Allen Martin most decidedly was of that type.”

Martin came as advertised, and his impact was dramatic. “Allen, without a doubt, was the keystone of our commercial practice,” says Rachlin, who had by then developed a comparable specialty in litigation. “I very much doubt that our commercial practice would have developed as it has without the impetus Allen provided.”

“The fact is, I changed large elements of the practice after I arrived,” says Martin. “I went out and attracted some new, very large clients that needed sophisticated legal help but didn’t want to pay what it cost to get that help in New York City or Boston.”

Joe Choquette, DRM’s external affairs manager, says Martin was adept at identifying specialty areas ripe for expansion, and recruiting capable people to fill them. “The other thing,” Choquette adds, “is that Allen is probably the best rainmaker of any attorney in Vermont. A ‘rainmaker’ means you get the clients and bring in the work.”

It wasn’t just established, high-profile companies that Martin and his DRM disciples assisted. When a struggling startup called Ben & Jerry’s needed capital but was rejected for loans by conservative Vermont banks, Martin provided an alternative plan: a common stock offering.

“It succeeded,” says Martin, “and they were off and running.”

In 1976 the ambitious firm opened a second office in South Burlington, occupying a small space on Dorset Street. In 1987, bursting at the seams, DRM moved to its present location at Courthouse Plaza on Main Street in Burlington. “The tail,” Rachlin says, “had become the dog.” No longer a branch office, the spacious, sixth-floor suite is now the hub of a firm with statewide, and even international, tentacles.

The size and breadth of its practice led a decade ago to comprehensive changes to its management structure. Paul Ode, a Middlebury College and Cornell Law School graduate who has been with the firm since 1982, explains.

“There came a point when it didn’t make sense anymore for a group of partners around a table to be making the decisions. We stepped back and asked, How should this firm be governed going forward?

Ode and others developed a structure in which an elected managing partner would have primary responsibility for leading the firm, assisted by a deputy managing partner and an administrative (non-legal) chief operating officer. This structure was adopted in 2002. Ode became the managing partner and CEO in 2009, and has been re-elected twice. Peter Kunin is the present deputy managing partner, and Linda Copson is COO.

“An important piece of the management puzzle,” Ode continues, “is our five discrete practice groups.” These practice groups divide among them a far broader array of legal doctrine and specialty service areas. The “practice chairs” meet weekly with Ode and Kunin, and serve as a cabinet, of sorts, in the overall management of the firm.

This restructuring was responsive to the fact that DRM has built longstanding relationships with companies whose legal needs have expanded as those companies have grown. One such firm is Country Home Products of Vergennes, which manufactures and sells lawn and garden equipment. Founded by renowned Vermont entrepreneur Lyman Wood (founder also of Garden Way), its relationship with DRM goes back decades.

“When Lyman filed the original articles of incorporation he met a young lawyer named Paul Ode,” says CEO Joe Perrotto. “Paul has been our main corporate counsel. In a sense, we have grown up together. DRM has the ability to provide tax advice, real estate advice, intellectual property advice pertaining to patents and trademarks, and a strong litigation practice. Being a company that operates on a national and international scale — because we’re on the ground now in China — we have occasion to run into legal professionals in other parts of the country. From a quality standpoint, DRM stacks up with professionals you’ll find anywhere.”

Perrotto pauses, then makes a point consistent with the entire history of Downs Rachlin Martin. “You find that a lot in Vermont,” he says. “People aren’t in Vermont because they can’t make a living anywhere else. They’re in Vermont because they choose to be there.”

Martin is no longer making his living in Vermont. Following his retirement in 2002, he and his wife, Bonnie — who, as a former member of the Flynn Center’s board of directors, helped redirect and resuscitate the then-struggling Burlington performance institution several years ago — moved to their Orford, N.H., home. There, Martin cemented his relationship with a Swiss company — parent to Weidmann Electrical Technology, a longtime DRM client in St. Johnsbury — by serving several years as chairman of its board of directors in Hanover until 2006, when he fully retired. The Martins, parents of two and grandparents of three, travel annually to Petit St. Vincent in the Caribbean, and to Nantucket.

The sole original partner still actively serving with the firm is the Renaissance man, as Paul Ode calls him — concert pianist and composer, historian, researcher, author, former law professor, pilot, and flight instructor — who came calling upon John Downs 56 years ago. In his role as general counsel, Rachlin advises his younger associates on ethics and risk-management issues. He’s in his office four days a week, and at the end of his cell phone, when needed, seven days a week.

Community service is prominent in DRM’s Vision and Values Statement; for Rachlin, that service could be anywhere in the world. Decades ago, he and Downs provided legal assistance in Jackson, Miss., to people engaged in the civil rights struggle. And between 2005 and 2009 Rachlin journeyed repeatedly to Guantanamo Bay, Cuba, to represent an Algerian detainee held by U.S. forces. Attorneys and staff continue the tradition by providing a variety of legal services free of charge to needy clients and serving as volunteer leaders in civic and charitable organizations.

Rachlin and his wife, Catharine, a former court administrator, live in Burlington’s New North End, handy to Lake Champlain, where she is a Dragon Boat aficionado. A father of five and grandfather of nine, Rachlin looks back at his own father, John, a child of immigrant parents, as he contemplates the life he has led.

“He owned a garage in Hartford,” he explains, “so my first job was pumping gas. The garage business didn’t always enjoy the best reputation, but my father was an exception. He was renowned for his personal and business honesty.

“As I said to one of my partners once, sometimes there’s an ethical issue where there isn’t a clear answer. And I told her when that happens I ask myself, what would my dad have done? I really think his principles had an influence on me, and therefore on the people that I’ve worked with. I give him a lot of credit.” •