Lessons with Contract and Partnerships on The Mandalorian

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December 13, 2019

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.

Back to Tatooine with The Mandalorian

By

Josh Gilliland

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December 11, 2019

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Does leaving Stormtrooper heads on pikes violate public health laws against desecration of a corpse? Can you leave a child in a spaceship without adult supervision? Joshua Gilliland, Gabby Martin, and Thomas Harper explore these issues and more in The Mandalorian episode The Gunslinger.

How the Mandalorian Saved the Blue Harvest

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Josh Gilliland

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December 10, 2019

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Legal review of The Mandalorian episode “Sanctuary” with Joshua Gilliland, Gabby Martin, and Thomas Harper.

Saving The Child from the Client on the Mandalorian

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Josh Gilliland

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November 27, 2019

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How do you atone for the sin of turning a child over to fascists for medical experimentation that would be a war crime? In the Mandalorian’s case, you go save the kid in a way that makes Clint Eastwood in Unforgiving look restrained.

Spoilers ahead for The Mandalorian, Chapter 3, The Sin.

Did the Mandalorian have a Duty to Rescue Child from the Imperial Remnant?

The law does not impose a duty to rescue a stranger absent a special relationship. Moreover, there is no duty to protect others from the criminal acts of third parties. Folsom v. Burger King, 135 Wn. 2d 658, 674-75 (Wash. 1998), citing W. PAGE KEETON ET AL., PROSSER AND KEETON ON THE LAW OF TORTS § 56 (5th ed. 1984) and Hutchins v. 1001 Fourth Ave. Assocs., 116 Wn.2d 217, 223 (1991).

A “special relationship” can arise when one party is entrusted with the well-being of another individual. Folsom, *675, citing Lauritzen v. Lauritzen, 74 Wn. App. 432, 440, 874 P.2d 861 (1994). One of those situations is when someone has a custodial relationship to another. Stangle v. Fireman’s Fund Ins. Co., 198 Cal.App.3d 971, 974-75 (Cal. Ct. App. 1988), and Rest.2d Torts, § 314A.

The Mandalorian arguably had developed a custodial relationship with the Child based on the following events: finding the Child; protecting the Child from IG-11; protecting the Child from the Trandoshan bounty hunters; and refusing the Jawa offer to take the Child in exchange for the stolen parts to the Razor Crest. During this entire series of events, the Mandalorian had a custodial relationship with the Child. Moreover, the Mandalorian’s actions arguably put him “in loco parentis” to the Child, which is when “to a person who has put himself in the situation of a lawful parent by assuming the obligations incident to the parental relation without going through the formalities necessary to legal adoption.” Fuller v. Fuller, 247 A.2d 767, 770 (D.C. 1968), citing Niewiadomski v. United States, 159 F.2d 683, 686 (6th Cir. 1947), cert. denied, 331 U.S. 850, 67 S.Ct. 1730, 91 L.Ed. 1859. Moreover, “in loco parentis” only arises when someone is “willing to assume all the obligations and to receive all the benefits associated with one standing as a natural parent to a child.” Id.

The Mandalorian provided the Child safety and security while the Child was in his care. Moreover, the only time the Child cried was when Stormtroopers took the Child away for medical experimentation. Based upon the above series of events, The Mandalorian had developed a “special relationship” with the Child, which mandated rescuing the Child from the Imperial Remnant.

Was the Mandalorian’s Raid on the Imperials Justified under the Defense of Others?

Yoda said to Luke Skywalker, “A Jedi uses the Force for knowledge and defense, never for attack.” The Mandalorian did not get that memo. Moreover, an attack on an aggressor upon another could justify an attack upon the aggressor under the defense of others. The question is whether the defense of others justified the Mandalorian raiding an Imperial compound to rescue the Child.

A person has engaged in perfect defense of others – and is not guilty of homicide – if he kills a person with, “an honest and reasonable belief in the need to defend himself or others from great bodily injury or death.” People v. Garcia, B259708, at *6-7 (Cal. Ct. App. Dec. 28, 2016), citing People v. Valenzuela 199 Cal.App.4th 1214, 1227 (2011), quoting People v. Flannel (1979) 25 Cal.3d 668, 674-675; § 197, subd. 3. The subjective belief of danger negates the malice necessary to make the homicide murder, which then turns to the issue of whether that belief was reasonable. Garcia, citing People v. Rodriguez 53 Cal.App.4th 1250, 1269 (1997).

Did the Mandalorian have an honest and reasonable belief that he needed to defend the Child from the Imperials? The Mandalorian watched with his infrared scope, that also picked up audio, a conversation between the Client and Dr. Pershing directing the Doctor to quickly extract the necessary material from the Child because the Client could no longer guarantee Dr. Pershing’s safety. Coupled with every Bounty Hunter having been retained by the Client to terminate the Child, the Mandalorian did have an honest and reasonable belief the Child was in mortal danger from the Client having Dr. Pershing conduct a medical procedure that could kill the Child. This reasonable belief would negate the malice required for murdering fourteen Stormtroopers and makes his use of force justifiable in order to save the Child.

Let’s not forget the Imperials were the ones who had blown up planets and waged wars on civilian populations in their Doctrine of Fear. It would be unreasonable to not see them as an imminent threat to anyone in their custody.

Self Defense Against Bounty Hunters

The entire Bounty Hunters Guild all had tracking fobs activate after the Mandalorian rescued the Child from the Imperials. This resulted in the Bounty Hunters confronting the Mandalorian and a shootout with at least sixteen other Bounty Hunters.

The doctrine of self-defense requires a person to reasonably believe that their safety was endangered. Over a dozen Bounty Hunters surrounded the Mandalorian. The Client had retained those very same Bounty Hunters to kill the Child. Moreover, Greef Karga had stated earlier the other Bounty Hunters wanted the Mandalorian dead for his success in finding the Child. Furthermore, during the shootout Karga also stated a threat to kill the Mandalorian and strip his body for parts. There was more than enough of a reasonable belief for the Mandalorian to fear for his life, and that of the Child, for him to claim self-defense in his gunfight with the Bounty Hunters.

When Jawas Attack

By

Josh Gilliland

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November 20, 2019

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It is one thing to scavenge and another to steal someone’s personal property. In The Mandalorian episodes The Child, a group of Jawas in a Sandcrawler were caught stripping the Razer Crest for parts. Multiple issues explode out of this incident.

Grand Theft Jawas

The Razer Crest was the personal property of The Mandalorian. The vehicle was parked on the planet Arvala-7. The Jawas worked collectively to strip the Razer Crest of parts, its outer hull, engine parts, equipment, and the Mandalorian’s weapons locker.

Grand theft is when a person takes real or personal property of another with a value over $950 or when property is taken from an automobile. Cal. Pen. Code § 487(a) and (d)(1). While the interstellar exchange on Beskar is unknown, the value of the Razer Crest and the equipment onboard is easily over $950 in value. The Jawas committed Grand Theft with their stripping and pillaging of the ship, which understandably upset the Mandalorian.

Trading With Jawas for the Return of Stolen Property

The Jawas wanted to “trade” something of value in exchange for the parts to the Razer Crest. Normal contract negotiations include an offer, terms, acceptance, consideration, and performance. This is rather insulting when the trade is for the return of personal property. This raises the issue of economic duress, which is when “a wrongful act which is sufficiently coercive to cause a reasonably prudent person faced with no reasonable alternative to succumb to the perpetrator’s pressure.” Andrieu v. Aquantia Corp., H044638, at *13-14 (Cal. Ct. App. Nov. 21, 2018). Moreover, a party can rescind a contract if consent was “obtained through duress, menace, fraud, or undue influence.” CA Civ. Code § 1689(b)(1). Furthermore, statutory duress is when there is the unlawful detention of a person’s property. CA Civ. Code § 1569.

The Jawas demanding the Mandalorian to retrieve “The Egg” from a vicious wild animal in order to recover his personal property meets every meaning of “duress” in contract law. The Jawas found bold new ways to benefit from their lawless behavior, the most extreme in making someone risk their life for breakfast.

Adventures in Babysitting

The Mandalorian took his infant Target on a mission to storm the Jawas’ high speed Sandcrawler and on the worst egg hunt imaginable. This is in addition to fighting off Trandoshans and a gunfight with Jawas. Has the Mandalorian engaged in child endangerment?

California defines child endangerment as the following:

Any person who, under circumstances or conditions likely to produce great bodily harm or death, willfully causes or permits any child to suffer, or inflicts thereon unjustifiable physical pain or mental suffering, or having the care or custody of any child, willfully causes or permits the person or health of that child to be injured, or willfully causes or permits that child to be placed in a situation where his or her person or health is endangered, shall be punished by imprisonment in a county jail not exceeding one year, or in the state prison for two, four, or six years.

Cal. Pen. Code § 273a(a).

Whether there has been child endangerment is highly fact specific. The Target’s bassinet following the Mandalorian while he attempted to board the Sandcrawler could have produced “great bodily harm” if the Jawas had fired upon the bassinet. The Jawas also deployed more medieval countermeasures of throwing objects at the Mandalorian, which could have caused injury if directed at the Target. However, since the bassinet was out of the line of fire from the bassinet, one can argue it was safer for the bassinet to follow the Mandalorian instead of being left alone in the desert.

The Mandalorian made the least dangerous decision by taking the Target with him to secure the Egg. Given the options to recover the parts were either leave the Target with Kuiil, who was with the Jawas who had expressed interest in the Target, the Mandalorian would have been rightfully concerned for the Target’s safety in the event more bounty hunters attacked or the Jawas turned on Kuiil. While leaving the Target to the side while confronting a large animal was not Plan A, it was the least bad option available to the Mandalorian.

A Public Policy Shootout over Contracts in The Mandalorian

By

Josh Gilliland

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November 19, 2019

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Long, long, ago, in a courthouse far away, it was said that the freedom of contract be not lightly interfered with. Baltimore Ohio c. Railway v. Voigt, 176 U.S. 498, 504-5 (1900). The Mandalorian is a story with parties entering contracts upon contracts. However, what contracts in the first episode were valid and which were not?

The Enforceability of an Oral Contract Entered During a Shootout

The Mandalorian met IG-11 while the droid started an armed assault on a compound holding the Target for their respective bounties. This created an awkward meeting, as the Bounty Hunters’ Creed states that No Hunter Shall Interfere With Another’s Hunt. The Mandalorian made the offer that they split the reward for capturing the Target, to which IG-11 agreed. What was not agreed upon was IG-11’s counter offer to acquire the Reputation Credits for the hunt.

The basics of contract formation are 1) Offer; 2) Acceptance; 3) Consideration; and 4) Performance. Moreover, “All persons are capable of contracting, except minors, persons of unsound mind, and persons deprived of civil rights.” Cal. Civ. Code § 1556. Furthermore, the question for California courts is whether there is mutual assent between the parties, which is “manifested by an offer communicated to the offeree and an acceptance communicated to the offeror.” Donovan v. RRL Corp., 26 Cal.4th 261, 270-71 (Cal. 2001), citing 1 Witkin, Summary of Cal. Law (9th ed. 1987) Contracts, § 128, p. 153.

From the context of the shootout, the Mandalorian made an offer for he and IG-11 to work together and split the reward. IG-11 accepted this offer verbally and by conduct. However, there was no mutual assent on the issue of IG-11 getting the Reputation Credits for the hunt. While that term was not agreed upon, a court could find there was a contract between the parties to split the profit from the hunt.

IG-11’s Bounty Claim Violated Public Policy

Whoever contracted with IG-11 to kill the Target violated public policy and the Bounty Hunter’s Creed. The Mandalorian was right to take protective measures against IG-11.

The Bounty Hunters’ Creed states that:

In the Hunt One Captures or Kills, Never Both

In cases where the acquisition had been taken alive, that “choice” could not be altered. To kill an acquisition in the course of the hunt was one thing, but to purposely kill an unarmed, helpless being already subdued and unable to resist was seen as simple slaughter and wanton butchery. An acquisition “killed while attempting to escape” however, would be an entirely different matter altogether.

The Mandalorian had a contract to capture the Target; IG-11 had a contract to kill the target. IG-11’s contract to purposely kill an unarmed and helpless being was a gross violation of the Bounty Hunters’ Creed. Whoever hired IG-11 did not want a Bounty Hunter, they wanted a butcher.

A contract to kill someone is not the work of a bail bondsman, but a murder-for-hire contract. It is grossly illegal to contract to kill someone, especially an infant. The legal term is solicitation. Anyone who solicits another to commit murder can be sentenced to state prison for at least three and up to nine years. CA Penal Code § 653f. This raises significant issues as to what kind of puck was issued with a kill order on an infant, the work of a bail bondsmen is to bring someone in, not play hit man.

Contracts cannot violate public policy, which was defined by Lord Brougham, “that no one can lawfully do anything which has a tendency to be injurious to the public welfare.” Maryland C. Co. v. Fidelity Etc. Co., 71 Cal.App. 492, 496-97 (Cal. Ct. App. 1925). A contract is void against public policy if it “clearly contravenes that which has been declared by statutory enactment or by judicial decisions to be public policy, or unless the agreement manifestly tends in some way to injure the public.” Spangenberg v. Spangenberg, 19 Cal.App. 439, 446-47 (Cal. Ct. App. 1912). As murder is clearly defined as being illegal and against public policy, one cannot enter a contract to murder another person.

I Have Spoken

Can Bounty Hunters Use Lethal Force?

By

Josh Gilliland

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November 18, 2019

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The Mandalorian is the story of a bounty hunter in the Outer Rim who is no stranger to using lethal force. Is it lawful for a bounty hunter to kill?

As a preliminary matter, many states have stopped using the term “bounty hunter.” In California, such as individual is a “bail fugitive recovery person,” who has extensive statutory requirements, including having both bail and private investigator licenses. CA Penal Code § 1299.02. Other requirements include having proper documentation before apprehending a bail fugitive; must not represent themselves as being with law enforcement; and provide at least six hours of notice to local law enforcement that they are going to apprehend a bail fugitive, absent exigent circumstances. CA Penal Code §§ 1299.05; 1299.06; 1299.07; and1299.08.

There are two big requirements: bail fugitive recovery persons cannot forcibly enter a premise or carry a weapon unless in compliance with state laws. CA Penal Code §§ 1299.09 and 1299.10.

In arguendo that the Mandalorian was in compliance with California gun laws, could a bounty hunter shoot a bail jumper? In a Connecticut case that asked whether warning shots could be fired at a fleeing bail jumper, the answer is “no.” The Court explained, “A bounty hunter’s legal right to seize and hold does not automatically authorize the use of force…” McGibony v. Danaher, No. CV094020419S, 2009 Conn. Super. LEXIS 2609, at *7 (Super. Ct. Oct. 1, 2009).

That is not the end of the analysis. In the first episode of The Mandalorian, there was a fight with a human and a Quarren. The elements of the confrontation include the Mandalorian entering the cantina, not saying anything, and walking up to the bar. The two assailants surround the Mandalorian with claims the Mandalorian spilled the human’s drink when the Mandalorian entered the cantina. The human struck his knife across the Mandalorian’s chest armor and asked if the armor was real Beskar. This contact is technically battery, because the contact was a “willful and unlawful use of force or violence upon the person of another.” Cal. Pen. Code § 242.

The contact of the knife against the armor was the moment the Mandalorian responded to the physical battery upon his person. This triggered classic self-defense analysis. The Mandalorian could have reasonably believed he was in immediate danger of being killed or suffering great bodily harm, because he was surrounded and a knife had made contact with his person; The Mandalorian reasonably believed the use of force was needed to defend himself; and the Mandalorian used no more force than was necessary to defend against the danger. The human assailant was subdued with the use of force, but lethal force was not used on the Quarren until he fired a blaster at the Mandalorian. See, 1 CALCRIM 505 (2018). All of the Mandalorian’s actions were proportional to the threats he faced during the altercation.

Now, we don’t exactly know what Sub Paragraph 16 of the Boadsmen’s Guild Protocol Waiver says exactly, but it is hard to imagine that giving IG-11 a license to storm a stronghold by force…