Agent Lance Hunter signed a cocktail napkin and gave it to Director Phil Coulson as acceptance of Coulson’s offer to join SHIELD. Does Hunter have a valid employment contract with Director Coulson’s SHIELD?
YES, with some creative lawyering.
Silicon Valley has been the home of deals written on cocktail napkins for decades. In fact, the earliest California case where parties first put a deal on a napkin, which was a signed contract by the next morning, was in 1953 for purchasing 800 head of cattle. H. Moffat Co. v. Rosasco (1953) 119 Cal.App.2d 432, 436 [260 P.2d 126].
In Hunter’s case, Director Coulson made a verbal offer for Hunter to join SHIELD. Hunter was abducted by Mack and Mockingbird and taken to the SHIELD Helicarrier Elliott before he could accept Coulson’s offer. After escaping and finding Director Coulson, Hunter simply signed the cocktail napkin and stated he was accepting the job offer.
There are several significant problems with Hunter having a valid employment contract. First, the cocktail napkin only has his signature. It does not contain the scope of employment, job duties, pay, vacation time, medical coverage, date of signature, or anything required terms for there to be a valid contract.
These defects are fatal to any contact. However, if Hunter had been given a written contract prior to his abduction that contained the required terms, a valid contract might be possible if the napkin is considered a separate signature page to a written contract. This would require the napkin being attached to a written employment agreement once Coulson can recapture his office or print a new contract.
Another option is to view Hunter’s signature as a manifestation of his intent to accept Coulson’s offer. The terms of the contract would need to be fully defined over drinks with umbrellas and codified in a final written agreement.
Any oral terms discussed between Coulson and Hunter not included in a final written agreement could be excluded under the Parole Evidence Rule, which states that any prior oral agreements cannot contradict a final written agreement. Cal Code Civ Proc § 1856(a).
There is a very strong argument that Hunter has an implied in fact contract. Such a contract is one where the existence and terms are manifested by conduct. Cal Civ Code § 1621.
Hunter’s conduct has demonstrated he is working for SHIELD since being abducted to the Elliott, demonstrating he accepted Director Coulson’s offer. Hunter’s conduct demonstrating an agreement to work for SHIELD include:
1) Hunter resisted the interrogation by Commander Robert Gonzales and the “Hufflepuff” leaders;
2) Hunter fought to escape Elliott;
3) Hunter found Director Coulson after getting to shore; and
4) Hunter immediately signed a cocktail napkin for Coulson after ordering a drink.
All of these actions demonstrate Hunter accepted Coulson’s original offer.
There is also the reality that Director Coulson’s SHIELD is an illegal operation, thus the contract would be void. However, assuming there are Presidential Pardons or Congressional Amnesty Acts in the near future, Hunter can consider himself employed by Director Coulson’s SHIELD. That, or they just formed a terrorist conspiracy.