Friday, November 25, 2011
As you may have heard, the new Muppets movie is out. Yes, your old favorites are back - Kermit, Miss Piggy,Fozzie Bear, the whole gang. You might have also heard that there's a new star in the movie. No, not is-he-a-man-or-a-muppet Walter. It's....a CONTRACT! That's right, the star of the new Muppets movie is a long, scrolled, fine print contract signed by none other than Kermit the Frog. The entire plot hinges on it. Without giving too much away - (c'mon, the Muppets are not about cliff hangers) - a condition in the contract requires the Muppets to raise $10,000,000 by a certain date or else they lose their beloved, but now decrepit and abandoned, theatre. A real live condition - but is it a condition precedent or condition subsequent? In addition, there are issues of nondisclosure (there's oil under the theatre, but the evil Tex Richman isn't telling). Is there a duty to disclose? When did Tex learn about the oil - at the time the contract was formed? Does it matter? Was Kermit tricked? Is the contract unconscionable? And finally, there's the interpretation issue -- the "theatre" is also called a "studio." Is it the same building? Is there possibly a misunderstanding here? Strangely, the Muppets movie doesn't even try to answer these questions. No, they make the movie all about finding love and relevancy in the digital age. But we contracts profs know - as Tex Richman's henchmen point out - the contract is the critical plot point. There would be no movie without it. Keith Rowley - are you listening? Pirates of the Carribean - make way for the Muppets!