THE CORPORATION IS YOU!

by John Denvir

Most "lawyer films" pit the idealistic lone practitioner against the evil system. Young Mr. Lincoln is an early example of the genre. But in reality most lawyers now work for corporations or large law firms that operate like corporations. In this context ethical questions arise that do not confront the single practitioner who must only decide whether to take the client and then how to zealously advocate on his or her behalf. When the lawyer is employed by the corporation the distinction between lawyer and client begins to erode and problems arise.

One problem is what moral responsibility does the employee lawyer have for unethical acts committed by the corporation. I don't mean just situations like in the The Firm or Changing Lanes where the employer asks lawyers to commit unethical acts, but moral responsibility for actions the lawyer is not directly involved in, but profits from as a member of the organization.

I don't know any lawyer films that raise this issue, but it is presented well in another context by John Sayles' Sunshine State. Jack Meadows (Timothy Hutton) is a landscape architect employed by Plantation Estates, a real estate development corporation that wishes to build a luxury residential complex on an island off the coast of Florida. To accomplish this goal, the corporation uses a variety of tactics, some proper, some ethically dubious, and some clearly illegal. One legal, but sleazy, method is to recruit an African-American former local football star to front for them in the purchase of land in an African-American community. The locals think they are getting the star as a neighbor, but actually the properties purchased are going to be included in the new development that will replace their community. One clearly illegal tactic is to bribe the Chair of the local city council to get necessary city approvals.

Of course, Meadows, the low key landscape architect, is not directly connected to any of these devious schemes. He just "moves dirt around" as he explains to his romantic interest, Marly Temple(Edie Falco). Jack is an American success story; he comes from a poor family (his father was a gardener on some rich guy's estate in Newport) and has risen to be a very highly regarded landscape architect, going around the country turning wilderness into lush gardens in Plantation Estates' various projects. We have no reason to hold him responsible for his employer's unethical and illegal methods of acquiring the land he later beautifies. He's just a professional doing his thing.

But as the plot develops we start to question whether Jack is as innocent as he seems. Meadows tells Marly that landscape architecture was not his first career; he went to business school after college and had a successful career "buying and selling corporations" until his boss went to jail for fraud and Meadows re-evaluated his career choices. So the apparently naive Meadows actually is quite conversant with corporate shenanigans. Also it turns out that he not only landscapes the project, but is also willing to help the sales people to "romance" a prospective client when necessary. The divide between corporate departments is not as clear as first thought. One starts to wonder exactly how much Jack knows about Plantation Estates business methods.

Or, how much he chooses not to know. Social scientists tell us that we all are subject to "cognitive dissonance," the tendency to ignore information that does not conform to our preferred beliefs. Maybe Jack doesn't know more because at some level he knows that such knowledge would contradict the image of Plantation Estates he prefers to hold. For instance, he assures Marly that Plantation Estates is not a sleazy operation like a lot of real estate development corporations, although the viewer knows the corporation is at least as sleazy as the competition. Is his a case of voluntary ignorance?

Sunshine State raises another troubling issue that I think relates to lawyers as well as landscape architects, the temptation for an employee to downsize his or her professional ideals to meet the employers' values. On one of their first dates, Jack rhapsodizes about his pride in being a landscape architect, a profession he proudly tells her that dates back to when the great Frederick Law Olmstead dedicated himself to bringing nature to the urban masses in projects like New York's Central Park. But Marly rather rudely interrupts him to point out that landscaping gated communities for the rich doesn't sound like bringing nature to the masses. Meadows can only lamely concede that the "populist element" has disappeared. Maybe, despite his corporate title and high salary, Jack ended up just like his dad, a gardener for rich people.

The Supreme Court has assured us that corporations are "persons", but if this so, they are very greedy persons. The corporation's sole reason for existence is to produce profit. I remember hearing an interview with the president of an American auto company in which he pointed out that his corporation's real product was profit; cars were just a means to that end. In fact, I imagine that one could make a plausible argument that it is the corporation's moral duty to its shareholders to maximize its return on capital.

While we should not minimize the very real benefits to society that are the indirect results of the corporation's obsessive search for profit, neither should we blind ourselves to other less helpful side-effects. One little discussed side-effect is the corporation's effect on the ideals of its employees. Like Jack, they might see part of their original vision somehow disappear. And if we extend this form of "cognitive dissonance"-the tendency to shape our personal ideals to meet our professional role- to all the lawyers who work for corporations, the societal loss of idealism becomes enormous.

Of course the corporate form is not going to go away and lawyers do have a legitimate need to earn a living. Maybe the lesson to take away from the plight of Jack Meadows is not revolution or despair, but a realization that organizational forms are not neutral and that working for a group complicates matters. One strategy would be to work internally to reform the organization to better reflect your ideals, although it must be recognized that organizations are not eager for reform or friendly to internal reformers. And if that doesn't work, you can always open your own law office. Like Honest Abe.



Posted September 1, 2005

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