The Sorgan Krill Farmers contracted with The Mandalorian in a contract for services that was straight out of Magnum PI: The Mandalorian would provide security services against raiders in exchange for lodging. While the Mandalorian and the Child were not in the guesthouse at Robin’s Nest, they did get a nice barn for their lodging with food services. Was that a valid contract?
Taking inspiration from Hawaiian law, a “landlord and tenant may agree to any consideration, not otherwise prohibited by law, as rent.” HRS § 521-21. In this case, the consideration is performance of security services. As there was not a written rental agreement between the parties as to the tenancy of a lease, the tenancy is a month-to-month lease. HRS § 521-22. However, as there was no written contract, the lease could be unenforceable under the statute of frauds. HRS § 490:2A-201. However, since there was contract performance by the Mandalorian and Cara Dune, this arguably would eliminate the statute of frauds issue. See, Shannon v. Waterhouse, 58 Hawai’i 4, 5-6, 563 P.2d 391, 393 (1977).
The contract for security services in exchange for lodging was likely valid, but does have an issue with the lease agreement not being in writing.
Was there a Partnership Agreement between Mandalorian and Cara Dune?
The Mandalorian immediately sought the assistance of Care Dune to assist in providing security services to the Sorgan Krill Farmers. Did this alliance form a partnership between the Mandalorian and Dune?
A partnership 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.
The Mandalorian and Care Dune provided security services together for the Sorgan Krill Farmers, in exchange for lodging. Moreover, Dune was paid “lunch money” as her initial consideration to join the partnership. While neither truly followed the formal requirements to form of partnership, their conduct did show two individuals working together for profit. This is the classic definition of a partnership, or at least a joint venture.
Did the Sorgan Farmers fail to disclose a material fact about the AT-ST?
Not all surprises are good. The Sorgan Krill Farmers failing to tell the Mandalorian and Cara Dune about the Raiders’ Imperial Walker would fall into the “not good” surprise category. The issue for their security contract is whether the non-disclosure of that material fact could make the contract voidable. There are situations when a contracting party has a duty to speak about a material fact that can amount to concealment.
There can be a duty to speak about a material fact under four situations:
It may be directly imposed by statute or other prescriptive law;
It may be voluntarily assumed by contractual undertaking;
It may arise as an incident of a relationship between the defendant and the plaintiff; and
It may arise as a result of other conduct by the defendant that makes it wrongful for him to remain silent.
CACI No. 1901 citing SCC Acquisitions, Inc. v. Central Pacific Bank 207 Cal.App.4th 859, 860 (2012).
The tort elements for concealment are:
1) The defendant must have concealed or suppressed a material fact;
2) The defendant must have been under a duty to disclose the fact to the plaintiff;
3) The defendant must have intentionally concealed or suppressed the fact with the intent to defraud the plaintiff;
4) The plaintiff must have been unaware of the fact and would not have acted as he did if he had known of the concealed or suppressed fact, and
5) As a result of the concealment or suppression of the fact, the plaintiff must have sustained damage.
Boschma v. Home Loan Center, Inc. 198 Cal.App.4th 230, 248 (2011)
The Sorgan Krill Farmers would have had a duty to disclose their knowledge of the AT-ST, because the fact there was an Imperial Walker would have been voluntarily assumed by the contractual undertaking; that it would have arose as an incident of a relationship between the defendant and the plaintiff; and it was just wrong for them to remain silent about the Walker. That was a material fact that went to the performance of the contract and should have been disclosed. However, it is unlikely the Farmers intended to defraud the Mandalorian and simply were clueless to the importance of disclosing the fact the fact there was an AT-ST. This did require an immediate contract modification to teach the Farmers how to defend themselves, opposed to voiding the contract.
