Our first post on the No Man’s Land story arc is a short one dealing with an issue of contract law. Spoilers will be part and parcel of our discussion of this series, but it came out in 1999, so we feel the statute of limitations has run.
I. The Setup
After an earthquake destroys much of Gotham, Batman is feeling understandably overwhelmed. In order to prevent some of the looting and recruit some assistance, he appeals to Oswald Cobblepot’s self-interest: help me out because the sooner the city is up and running the sooner you can get back to being a crime boss. The alternative is to get on Batman’s bad side, so the Penguin joins up. We later learn (in Batman Chronicles #12) that this arrangement was enforced via a contract signed by the various thugs and mobsters. That contract is the subject of this post.
II. The Contract
Unfortunately, we only get a good look at two of the contract’s nine clauses, and parts of them are obscured (our guesses are given in brackets):
ITEM EIGHT: In addition to the clause against looting (above) the undersigned hereby agrees to rob no one of faith. Actions will be grounded in logic, but during the course of this mission, nothing will be stated nor implied to any person or persons with the express intent of crushing spirit or will. The injuries encountered in an undertaking of this magnitude will not be limited to those of the body. This [shall] be kept in mind at all times.
ITEM NINE: No guns or firearms of any kind shall be utilized [or] displayed. The undersigned hereby acknowledges [that if he or she is] caught bringing firearms into Gotham City in the [course] of this mission, the undersigned will be prosecuted [to the] full extent of the law.
The meaning of “rob no one of faith” is apparently not to refrain from stealing from priests and nuns but rather not to steal someone’s sense of hope or faith that things will improve. The clause comes up when a thug feels compelled to lie to a kid who asks “Were you guys sent by Batman?” (the thug says yes, though he does not know this to be the case).
This a well-intentioned clause, but unfortunately it’s pretty poorly drafted. The principle faults are that it is vague, unnecessarily restrictive in parts, and yet also not restrictive enough in other parts. (Item Nine is basically fine except that we would add “while carrying out the Mission” to the end of the first sentence.)
“Faith,” “spirit,” and “will” are all too vague. Something like “refrain from inflicting emotional distress” is better defined legally and serves essentially the same purpose.
“The express intent of crushing spirit or will” means that the person would have to actually express their intent (e.g. saying something like “I’m going to go be needlessly cruel to that little kid.”). That’s much more restrictive than necessary. We want the thugs to do more than refrain from intentionally distressing people. They should also take reasonable care not to do so accidentally.
“This shall be kept in mind at all times” is not restrictive enough. Someone can happily keep in mind the fact that the earthquake survivors may be psychologically injured while negligently or recklessly rubbing salt in the wound. It would be better if they had an affirmative duty to help, at least to a reasonable extent.
Instead, we might offer something like this:
ITEM EIGHT: In addition to the clause against looting (above) the undersigned hereby agrees not to intentionally, recklessly, or negligently inflict emotional distress upon anyone in the course of carrying out the Mission. The undersigned shall act rationally while carrying out the Mission except as necessary in order to avoid inflicting emotional distress. The undersigned shall make reasonable efforts to relieve the physical as well as emotional and psychological injuries of Survivors encountered while carrying out the Mission.
Of course, both Survivors and the Mission should be defined elsewhere in the contract. Presumably the mission already is, but we can’t say for sure.
Another thing we would do differently: we wouldn’t stamp it with “From the desk of Bruce Wayne.” Given that it was Batman that talked the Penguin into cooperating, it seems monumentally stupid to then use Bruce Wayne’s letterhead on the contracts. It beggars belief that no one put two and two together.
A final general contract drafting note: there had better be an indemnification clause in there. That is, an agreement that if the thugs harm anybody or their property while carrying out the mission, then the thugs will take the heat rather than Bruce Wayne.
So far No Man’s Land is off to a good start! There are some good legal issues here, and although we’d expect a better contract from a Yale Law alumnus, Batman can probably be forgiven the sloppy drafting given the tight schedule and the stress of cleaning up after a massive earthquake and fire.