Indiana Jones & The Headpiece of Partnership Formation

I’m your goddamn partner!

Marion Ravenwood

LisaIndy_0353_PostRaiders of the Lost Ark asks the age old question: Can a bar fight with Nazi henchmen that causes the destruction of the bar result in partnership formation with the former bar owner?

What fiduciary duty is owed between partners on an adventure to find rare antiquities?

Partnership formation can happen without warning, like a giant bolder crashing down upon you.

Or darts shooting out of walls.

All the essential elements for a partnership needed under Connecticut law, home of Marshall College, is “the association of two or more persons to carry on as co-owners of a business for profit forms a partnership, whether or not the persons intend to form a partnership. . . .” Hirschfeld v. Hirschfeld, 50 Conn. App. 280, 287 (Conn. App. Ct. 1998), citing Conn. General Statutes § 34-314.

Let’s put on our fedoras and get out the bullwhips, because it is time to analyze the partnership issues in Raiders of the Lost Ark.

Throw Me The Idol & I’ll Breach My Fiduciary Duty

Indy-Alyssa_9946What fiduciary duty was owed by Satipo to Indiana at the Temple of the Chachapoyan Warriors?

Indiana Jones contracted with Satipo for assistance in finding the Chachapoyan Fertility Idol.

Satipo arguably was in a partnership with Jones because of the business venture from the History Museum to find the Idol.

As such, Satipo would have owed Jones the fiduciary duties of loyalty and care. Conn. Sec. 34-338.

These duties include an accounting to the “partnership and hold as trustee for it any property, profit or benefit derived by the partner in the conduct…” and avoid having adverse interests to the partnership. Conn. Sec. 34-338(b)(1) and (b)(2).

Satipo telling Jones to “throw me the Idol, I’ll throw you the whip” while they were trying to escape was a breach of his duty of loyalty to Jones. Moreover, Satipo not throwing over the whip was not only a breach of his duty, but an improper partnership dissolution, because he attempted to steal the Idol for himself (the same can be said for the former partner Barranca, who also breached his duty of loyalty by pulling a gun on Jones).

Alternatively, if there was not a partnership because Satipo was simply an independent contractor, he would have breached his contractual obligations by trying to demand the Idol for the whip for Indiana to escape.

You Still Remember How To Show A Lady A Good Time

LisaIndy_9898Indiana Jones, an independent contractor for the US government, traveled to Nepal to purchase Headpiece to the Staff of Ra from Abner Ravenwood.

Jones negotiated with Marion Ravenwood for the Headpiece to the Staff of Ra for $3,000 cash, plus another $2,000 when they returned to the United States.

Marion kept the $3,000 cash.

After a Nazi thug bar fight resulting in the destruction of Marion’s bar and the $3,000 cash, Marion held up the Headpiece and said, “I am your goddamn partner!”

Would Indiana and Marion have a valid legal partnership?

Based on the statute and case law, yes.

You and I Are Merely Passing Through Partnership Formation…This, this IS Partnership Formation

A partnership is “the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.” Conn. Sec. 34-314(a). Moreover, a “person who receives a share of the profits of a business is presumed to be a partner in the business…” Conn. Sec. 34-314(c)(3).

Marion’s participation in the partnership with Jones was for the fee of 1) $5,000 in exchange for, 2) the Headpiece to the Staff of Ra, so 3) Jones could find the Ark of the Covenant for the United States government in the Well of Souls.

3d render of ark of the covenantThe partnership would be a valid partnership, despite the lack of a written partnership agreement. As one Court explained:

A partnership is a contractual relation, which may be implied from conduct and circumstances alone. See 59A Am. Jur. 2d Partnership § 89. Connecticut General Statutes § 34-314(a) defines the formation of a partnership as follows: “the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.” The elements of a partnership as expressed by the courts, generally include,an association of persons to combine property, money, effects, skill, and knowledge under a contract or agreement to carry out a lawful business enterprise for profit; co-ownership of the business enterprise; the conduct or contemplation of business activity; a community of interest in the business profits, management, and control; and the sharing of profits and losses from the business enterprise.

Balzer v. Millward, 2011 U.S. Dist. LEXIS 43355, 8-9 (D. Conn. Apr. 21, 2011).

The Jones-Ravenwood partnership was the blending of Marion’s property and Jones’ skill to locate the Ark of the Covenant for the United States, with Marion getting $5,000 (which adjusted for inflation from 1936 would be $81,741.62 in 2012 for the bronze headpiece). All of this conduct demonstrated a valid partnership between the parties.

The Man is Nefarious

Marion Ravenwood was the legal owner of the Headpiece to the Staff of Ra. Marion’s father lawfully found it as a treasure trove, because King Shishak had been dead since approximately 979 or 978 BC, thus waiving any claim to the headpiece.

As such, would the Jones-Ravenwood partnership have a copyright claim against the Nazi Major Arnold Toht for unlawfully copying one side of the headpiece?

Eight commandment, thou shalt not steal

Possibly, but the issue is moot, because Toht melted from the wrath of God. Moreover, violating at least half of the 10 Commandments before opening the Ark of the Covenant would superseded any copyright claims.

The Adventures Continues

The legal adventures of Indiana Jones do not end there. Another time we will explore child endangerment in Temple of Doom, destruction of public property in Last Crusade and back child-support in Crystal Skull.