So The Dark Knight Rises comes out next week. In preparation, we’re taking a look at one of the issues from The Dark Knight. Specifically… isn’t Coleman Reese violating the rules of professional ethics? (Spoilers below!)
I. The Setup
Coleman Reese is an attorney hired by Wayne Enterprises to assist with the pending merger with LSI Holdings. While “running the numbers,” Reese discovers some irregularities and goes on a fishing expedition. He finds blueprints of the Batmobile (aka the Tumbler) and—correctly!—concludes that Bruce Wayne is Batman. One of the funnier moments in the movie is here, where Reese attempts to blackmail Wayne Enterprises by confronting Lucius Fox about this discovery. Suffice it to say that he hadn’t crunched all of the relevant numbers.
Later, Reese goes public, or at least tries to. This is after the Joker threatens to kill people if Batman doesn’t come forward. Things don’t go as planned, and the Joker changes his mind, but that’s the basic idea.
II. The Blackmail
Clearly, blackmail is a bad idea. Blackmailing Batman is a worse one. But apart from the blackmail, Reese was right to go to Fox about his discoveries. ABA Model Rule 1.13, Organization as Client, reads, in part, as follows:
(b) If a lawyer for an organization knows that an officer, employee or other person associated with the organization is engaged in action, intends to act or refuses to act in a matter related to the representation that is a violation of a legal obligation to the organization, or a violation of law that reasonably might be imputed to the organization, and that is likely to result in substantial injury to the organization, then the lawyer shall proceed as is reasonably necessary in the best interest of the organization. Unless the lawyer reasonably believes that it is not necessary in the best interest of the organization to do so, the lawyer shall refer the matter to higher authority in the organization, including, if warranted by the circumstances to the highest authority that can act on behalf of the organization as determined by applicable law.
Bruce Wayne is certainly a “person associated with the organization,” and he’s definitely acting in a manner related to the representation—spending Wayne Enterprises’ money, if nothing else—which is probably a violation of a legal obligation to the organization, i.e., not wasting shareholder dollars or using corporate assets for personal projects. That’s called “embezzlement”. It’s also “likely to result in substantial injury to the organization,” as that cellphone surveillance project wasn’t exactly free. Not to mention any negative press or damage to the corporation should Batman’s identity be discovered. And the right thing to do if a lawyer for a corporation discovers something like that is to go to the CEO. Which Reese did. And if he’d simply said “Mr. Fox, we’ve got a problem here,” he’d have been entirely in the clear. Unfortunately, he got greedy, with hilarious results.
III. The Media Interview
But when the Joker threatens mayhem should Batman not step forward, Reese decides to go to the media. This time, he’s actually in the clear, completely. ABA Model Rule 1.6, Confidentiality of Information, reads, in part:
(b) A lawyer may reveal information relating to the representation of a client to the extent the lawyer reasonably believes necessary:(1) to prevent reasonably certain death or substantial bodily harm;
It doesn’t say that the client will be causing the death or injury, just that revealing the information is reasonably necessary to prevent such. So if a lawyer has information about a client, and the lawyer reasonably believes that revealing it will save someone’s life, they can reveal it (NB they don’t have to, but they may). That’s what Reese decided to do. The Joker threatened to kill people unless he got this information, and Reese reasonably concluded that revealing that information might save people.
Of course, the Joker changed his mind, at which point revealing that information would not be reasonably calculated to save anyone’s life. So if he had revealed the information after the Joker changed the terms, he’d have violated the rules of ethics.
So while Reese trying to blackmail Wayne was a problem, going to Fox wasn’t. And going public when the Joker threatened Gotham City was actually fine. We’ll have another post about the potential embezzlement issue next week as we prepare for the release of The Dark Knight Rises!