“You know, your sister being alive doesn’t change anything. You need to kill the Wookie. You made a deal.”
“I don’t need to keep this deal. You were wrong. Osha being alive changes everything. My loyalty is to Osha, not your Master.”
Although The Acolyte largely involves legal issues of crime and criminal procedure, there are occasional civil legal issues embedded in the revenge drama. One such issue centers on the mysterious contract between Mae and the Master, a/k/a the Stranger, d/b/a Qimir.
The exact promises they exchanged are not clear, although presumably Mae promised to be the Stranger’s pupil for life, as seeking an acolyte is the Stranger’s repeated main motivation. In return, it seemed that the Stranger had promised Mae the training, power, and opportunity to exact revenge on the four Jedi that Mae held responsible for Osha’s death. And it would not be a true devil’s bargain without a sinister liquidated damages provision: Mae noted that the Master would kill her if she failed to uphold her end of the deal.
When Episode 4 began, Mae had just learned that Osha was still alive, and her Master (in disguise as Qimir) sensed Mae’s flagging resolve to seek revenge. He admonished her that she could not back out of the deal. But later, after trapping Qimir and preparing to turn herself in, Mae repudiated her contractual obligation in light of Osha’s newly discovered survival.
Given all this, what contract principles govern this dispute over the enforceability of their Faustian agreement?
As a threshold issue, a contract that involves hurting people is not enforceable. Under California Civil Code section 1668, “All contracts which have for their object, directly or indirectly, . . . willful injury to the person or property of another . . . are against the policy of the law.” So Mae never had any legal obligation to perform this unlawful contract.
But assuming that the contract was not for an illegal purpose, Mae likely has good arguments that the newly discovered information of her sister’s survival undermines the enforceability of the bargain.
Mistake
First, a mutual mistake between the contracting parties regarding the facts underlying a contract can cause a critical failure in the requisite meeting of the minds, voiding the contract altogether.
Many jurisdictions have adopted the formulation of the elements of the mistake defense from the Restatement of Contracts 2d § 152, which requires the party seeking rescission to establish:
- a mistake that relates to a basic assumption upon which contract was made;
- that has a material effect upon the agreed exchange; and
- the asserting party must not have assumed the risk of the mistake in the deal.
Frustration of Purpose
Additionally, courts may excuse the performance of a contract where the point of the contract has been somehow erased or frustrated. See La Cumbre Golf & Country Club v. Santa Barbara Hotel Co., 271 P. 476 (Cal. 1928) (hotel company excused from paying flat fee for golf privileges for its hotel guests when hotel burned down). Specifically, to assert the excuse of frustration, a person seeking to avoid their obligation has to show:
- a party’s principal purpose is substantially frustrated;
- such party is not at fault; and
- the contract was made on the basic assumption that the cause of the frustration would not occur.
While the frustration excuse is usually applicable where circumstances change after the parties sign a deal, circumstances existing at the time of contract formation may also frustrate the purpose of the agreement. See, e.g., Mariani v. Gold, 13 N.Y.S.2d 365 (Sup. Ct. 1939) (lessees of premises leased for health resort and milk farm could avoid lease after discovering that existing zoning ordinance prohibited this use). And because the facts supporting an existing frustration excuse are often similar to those supporting the defense of mistake, parties may assert both. See United States v. Frownfelter, 626 F.3d 549 (10th Cir. 2010) (noting that “for an agreement to be rescinded under the doctrine of mutual mistake, the party seeking rescission must satisfy a three part test similar to that for frustration of purpose”).
Either way, a court would likely not enforce Mae’s contractual obligation in light of the revelation that Osha is alive. For purposes of the defense of mistake, Osha’s death was the impetus for Mae’s decision to seek revenge—a basic assumption underlying Mae’s deal with the Stranger. Moreover, Osha’s survival has a material effect on the exchange because Mae’s murder of the Jedi has no value as revenge if the Jedi did not actually kill Osha. The mutual mistake of fact underlying their deal means that the contract is void, and a court would likely rescind it.
But even if a court decided that Mae and the Stranger had struck a valid deal, Mae has a strong alternative argument for framing Osha’s survival as an existing frustration of the purpose of Mae’s agreement. The purpose of her agreement to the Stranger’s terms was to acquire the power and opportunity to avenge her sister’s death. The power and opportunity to exact revenge are worthless to Mae—and her purpose “substantially frustrated”—if there is no death to avenge.
The Stranger might argue that while Osha survived, their deal still has value to Mae, such as seeking vengeance for her mother and the destruction of her childhood home. In other words, this situation is like when a party realizes less-than-expected profit from a deal, which courts have held is insufficient frustration to excuse performance. See, e.g., Hiriam Hicks, Inc. v. Synagro WWT, LLC, 867 F. Supp. 2d 676 (E.D. Pa. 2012).
However, Mae could convincingly testify that since Osha’s survival “changes everything,” revenge for Osha was her sole purpose of the contract. Presumably Mae would have been angry and grieved for her other losses, but agreeing to the Stranger’s terms was of value to her only for the singularly painful loss of her twin sister. Her loyalty, after all, “is to Osha,” and no one else. This would likely be a sufficient basis for a court to hold that because of the existing frustration of Mae’s purpose in entering the deal, no duty of performance ever arose, and her continued performance would be excused.
The Acolyte’s cautionary tale of selling a soul for revenge is timeless as one ultimately never gets quite what one bargains for. Mae’s lesson in devil’s deals is a hard one, but fortunately the law of contracts can save the rest of us from a similar fate.
