ContractsProf Blog

Editor: Jeremy Telman
Oklahoma City University
School of Law

Thursday, January 27, 2022

The New Season of Ozark Has Dropped: Contracts Issues Abound!

Ozark 4In these days of pandemic-induced isolation, when one cannot go safely to the cinema or theater, it is nice to be able to follow characters who live as though there never were a pandemic and whose lives are somehow nevertheless a million times worse than ours.  Perhaps this is the hidden allure of Netflix's Ozark.  Perhaps it is the fine performances and the moral dilemmas that the characters have to navigate.

Or maybe it's just all the contractual issues that arise (if you can set aside the fact that all of the agreements would be unenforceable under the doctrine of illegality.

SPOILER ALERT: PLOTS (AND PLOTS) REVEALED AFTER THE BREAK!

Jason_Bateman_Deauville_2011_(cropped)Things get going early on with a new deal between the Byrdes and Omar Navarro.  Grateful that the U.S. government has raided the rival Lagunas cartel headquarters in Mexico based on evidence provided by the Byrdes, Omar announces a new partnership.  By the way, how does that work?  Last I checked, Mexico had its own government, and the U.S., while not above military activities in the territory of a foreign sovereign unwilling or unable to address a threat to U.S. national security or interests, since when do we undertake military operations in Mexico in response to an attack that cut short the lives of three foot soldiers in the Kansas City mob? 

Laura LinneyVerdict: the new partnership agreement would be void for vagueness as well as physical duress, not to mention illegality.  The Byrdes are now supposed to "launder" Navarro, the well-known leader of a drug cartel so that he can walk away rom his business.  How they are supposed to do that or what that would even mean is something that neither they nor I comprehend.  But as Marty (Jason Bateman, left) and Wendy (Laura Linney, right) come straight from showers, where they have washed blood and guts out of their hair, it seems clear that this is an offer that they cannot refuse.

Meanwhile, back in Missouri,  Darlene (Lisa Emery) has brought Ruth (Julia Garner) into th heroin business, in partnership in Ruth's brother and Darlene's lover, Wyatt (Charlie Tahan).  Ruth proposes that they split the profits, with 50% going to Darlene and 25% each for her and Wyatt.  Darlene allows Ruth to keep her 25% but insists on splitting the remaining 75% with Wyatt.  "What's mine is yours," she explains.  Such a sweet lady.  This is a very accurate depiction of how partnerships go wrong.  Where is the liability shield or at least a partnership agreement?  Without such an agreement, losses will follow profits, and how are Ruth and Wyatt supposed to cover their share of the losses, should, for example, the Novarro Cartel decide to burn the poppy fields and, I don't know, kill Darlene?  Where is Helen Pierce (Janet McTeer) when you need some legal advice?  

Oh yeah.

Verdict:  not a wise structure for this business association.

Jonah Byrde (Skylar Gaertner), a character and actor who gets more interesting with each new season, was no fan of Helen's but he should have consulted with her before volunteering to set up a software system to help Ruth  launder Darlene's money.  I mean, you're good at the money laundering thing, kid, but do you really want to be an employee-at-will with no agreed-upon compensation or benefits?

Verdict: get yourself an employment lawyer, STAT!

Finally, we have a nice illustration of an implied-in-fact contract.  Omar Navarro (Felix Solis) has explained to the Byrdes that his nephew, Javi (Alfonso Herrera), is reckless and ambitious and will kill them all if he thinks they are weak.  Javi also charmingly explains to the Byrdes that he favored having them killed at the end of Season 3, but he brought pastries, so . . . .  In any case, Javi solves a problem he was having with the local Sheriff, who he knew was also a potential problem for the Byrdes in their feud with Darlene.  He brings his solution to the problem to the Byrdes' home so that they can transport it to their crematorium.  I think we have another partnership here, and while the precise contours of the agreement may be somewhat vague, clearly the parties are mutually obligated to one another for something through their conduct.   

Verdict: eager to see where this new partnership goes!

https://lawprofessors.typepad.com/contractsprof_blog/2022/01/the-new-season-of-ozark-has-dropped-contracts-issues-abound.html

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