Bucket v. Wonka

Re: Willy Wonka and the Chocolate Factory (1971)/Contracts

How is a contract formed?  What makes a contract enforceable?  Can minors sign contracts?  What if a contract has super tiny print or is in Latin?

Sources:

Restatement (Second) of Contracts (1981).

Uniform Commercial Code.

Williams v. Walker-Thomas Furniture Co., 350 F.2d 445 (D.C. Cir. 1965).

Stacey Lantagne, "Contract Issues in 'Willy Wonka and the Chocolate Factory.'" ContractsProf Blog, February 22, 2016.   https://lawprofessors.typepad.com/contractsprof_blog/2016/02/contract-issues-in-willy-wonka-and-the-chocolate-factory-.html

Latin Discussion on Reddit:  https://www.reddit.com/r/law/comments/1gb2i0/the_latin_in_the_contract_drafted_by_willy_wonka/ 

Written, Researched, and Recorded by Céleste Young, 2023-2025.
Music: Out On My Skateboard - Mini Vandals

Waitisthatlegal@gmail.com

Transcript

           A popular topic in movies involves the main character being tricked into signing an unfair contract.  The contract is usually unreadable in some way, either having literal fine print or overly verbose legalese.  The plot then usually revolves around the character trying to get out of the terms of the contract, in some cases by finding a loophole.  In reality, contract law is firmly rooted in principles of good faith and fair dealing making most of these outrageous contracts completely unenforceable.  A classic example of one of these kinds of contracts is Willy Wonka’s contract with the Golden ticket winners in the 1971 movie, Willy Wonka and the Chocolate Factory.    

            Willy Wonka and the Chocolate Factory, which starred Gene Wilder as the best Willy Wonka portrayal yet, has one of the most amazing contracts to ever appear in film. Watching this movie as a lawyer was actually just as fun as seeing it as a child because the satire of the legal contract is about as spot on as whipped cream being whipped by whips, and poached eggs stolen from the woods in the dead of night.  There are technically 2 contracts in the movie: the Golden Ticket and the Contract the kids sign at the beginning of the tour.  There is also an offer made to Charlie by Slugworth (Wonka’s rival chocolatier) that is likely made to all the children because Slugworth shows up in all the news segments with the winners.  So, are any of these examples enforceable contracts and if not what remedies might the children have?

            First let’s discuss what a contract is and what makes it legally binding or enforceable.  A contract is a bargained for exchange of promises with all parties agreeing to be bound by the terms.  A contract is formed when there is an offer, acceptance, and consideration.  A contract is unenforceable if there is any reason its terms or consideration are not valid.     

            To break down these terms let’s look at the contract formed by the Golden Ticket.  The Golden Ticket contest is announced by Wonka Chocolate as a chance for 5 children to tour the Wonka Factory and win a lifetime supply of chocolate.  Wonka has made a valid offer, and it is even in writing.  An offer is the manifestation of present intent to enter a bargain that is communicated using definite and certain terms.  Wonka communicates the terms of the bargain through the announcement and the Golden Ticket.  These terms are: each child with a ticket is required to show up at the factory on time on the designated day with one adult family member and in return they will get a tour of the factory and a lifetime supply of chocolate.  This offer is very clear and defined about the date and time of the tour and whom the winner should bring.  The lifetime supply of chocolate is a little vague, because how much chocolate is a lifetime supply.  In the real world, many contests give a lifetime supply of something as a prize and it is usually a calculation made that gives the winner a finite amount of the product or a voucher that can be used to get more of the product as needed.  In the books this is made a lot clearer because the Golden Ticket itself lays out the logistics of a lifetime supply and how each child will be followed home by trucks filled with chocolate, but if they ever run out they need only show the ticket at the gate of the factory to receive more chocolate.  

            Acceptance is the unconditional assent to be bound by the offer.  Each of the Golden ticket winners accepts the tour of the factory and the lifetime supply of chocolate by performing the requirements set by Wonka and put in writing on the Golden Ticket. Wonka has made an offer and the children accepted by arriving at the factory on the day and time specified on the Ticket with only one family member.

            Consideration is the bargained for exchange with legal detriment.  The legal detriment is just that both parties have some skin in the game.  Consideration usually comes in one of two forms: a promise for a promise, or performance for a promise.  Here, Wonka has opened his factory and promised the winners a lifetime supply of chocolate.  The children have to show up on time to receive the tour and the chocolate.  There is performance for a promise which is valid consideration.

            With the offer, acceptance, and consideration, there has been a contract formed, whether Wonka intended it or not.  Each of the children is entitled to a lifetime supply of chocolate simply because they found a Golden Ticket and met the requirements listed on the ticket with no further action required.  If Wonka refuses to perform his end of the bargain, like telling Charlie that he will not get his lifetime supply of chocolate, then Wonka has breached the contract.  When a contract is breached the party that did not break the terms of the agreement is entitled to some form of remedy.  Usually, this is in the form of monetary damages, but if money would not adequately cure the harm then the court can consider equitable remedies, like forcing the breaching party to perform.  Contracts remedies are rarely punitive so damages will usually not exceed the actual or expected value of the goods or services.  In this case, if Wonka denies any of the children the chocolate then they could sue him for breaching the contract.  The remedy in this case would be the monetary value of the lifetime supply of chocolate because it is an amount that can be calculated based on the terms of the contract and does not force the court to compel Wonka to deliver truckloads of chocolate.  The remedy if Wonka had breached earlier and not given the tour would have been different because it is too speculative for the court to determine the cost of a one-of-a-kind tour of a factory that has been completely closed off for years.  In that scenario, the court would likely have to force Wonka to give the tour.  I would like to add that in the book each of the children are given their lifetime supply of chocolate, and Charlie wins the factory simply by being the last kid standing.

            The Slugworth/Wonka offer of money for the Everlasting Gobstopper is likely also a binding offer which would form an enforceable contract if any of the children accepted it by giving the Gobstopper to Slugworth.  After each child is revealed to be the winner of a Golden Ticket a creepy man is shown and in Charlie’s case he shows up as Charlie runs home with the ticket.  The man says he’s Slugworth and if Charlie brings him an Everlasting Gobstopper from inside Wonka’s Factory then Slugworth will give him a bunch of money.  On the surface, this is a manifestation of Slugworth’s present intent to be bound by his promise of paying the Golden Ticket winners in exchange for an Everlasting Gobstopper.  Of course the man is later revealed to be Mr. Wilkinson, Wonka’s only human employee, who made the offer as a loyalty test to Charlie.  Charlie returns his Gobstopper to Wonka which is what wins him the factory.  We don’t know what the other children have done with their Gobstoppers, but Wonka (through Wilkinson) has made a valid offer should any of them choose to perform.

            Although the offer is valid, any resulting contract could be unenforceable for several reasons.  If Slugworth was the real Slugworth, then the terms of the contract could potentially be illegal if the Gobstoppers are considered stolen property.  When the subject matter of a contract is illegal then the contract is unenforceable.  This makes sense when you think about how a court of law would have to break the law to allow a contract to be performed.  Slugworth is asking the children to steal candy for him and a contract cannot require someone to commit a crime.  Mr. Wilkinson knows that the Gobstoppers are going to be given to the children so they will not have to steal anything.  The Gobstoppers are likely a gift because Wonka gives one to each child and does not ask for them back, and due to them being “Everlasting” they are not something the kids are going to eat and leave no trace of, they will eventually take them home from the Factory.  Wonka could try to put conditions on the gift so that there are consequences if the kids sell or give away the Gobstopper in the future.  Wonka might have actually done that in the teeny tiny print of the actual contract, which has its own problems I will discuss later.  

            On the other side of things it is revealed the person making the offer is a Wonka employee who is actually setting up a trap for the children, so this would likely be false consideration based on a lie.  All parties to a contract are required to act in good faith when executing and performing a contract.  A party cannot misrepresent facts or intentionally withhold facts from the other party when they know the other party would never agree to the contract if they knew those facts.  Mr. Wilkinson is falsely representing himself as Slugworth; this is a material fact that could alter the children’s performance.  While they might be willing to sell the Gobstopper to Slugworth, the rival candy maker, especially after the experiences they had in the Wonka Factory; it is another thing entirely to sell the Gobstopper back to a shady Wonka Employee, that sort of screams “This is a Trap!”

            Even if the offer is not a binding contract, the court can create a contract through Promissory Estoppel.  Promissory Estoppel is an equitable remedy where the court can construct an enforceable contract when there was a promise made that the other party reasonably and foreseeably relied on and that it would be unfair if it were not enforced.  It should have been completely foreseeable to Wonka that any of the children might rely on the promise of cash for the Everlasting Gobstopper, especially due to his very dim view of most of them.  So if any of the children were to produce an Everlasting Gobstopper and ask for the money then it would be unfair not to enforce the deal, particularly if taking the Gobstopper prevents them from getting their lifetime supply of chocolate or winning the factory.  This would probably be an enforceable offer if any of the kids tried to give Slugworth/Mr. Wilkinson the Gobstopper.

            And finally, there is the Contract.  Common law holds that a written contract is valid if it contains the subject matter of the agreement, identifies the consideration, and is signed.  Wonka’s contract seems to contain the subject matter of the agreement, mainly because it seems to contain every legal matter even remotely related to factories and the same is likely true about the consideration.  The overbroad nature of the contract and the way it is presented are their own problem which the children could use to challenge the enforceability of the contract; but on its face the contract seems to contain the important information.  In terms of the validity of the contract, the major problem is who has signed the contract.  As soon as everyone enters the factory Wonka unveils a contract on the wall and tells each of the kids to sign, just the kids.  It is a long accepted rule in contract law that contracts involving minors cannot be enforced.  The only exceptions are employment contracts where it is legal for the minor to be employed and when the minor is contracting for necessities.  The reason this rule exists is because a minor lacks the capacity to fully understand the legal importance of a contract and may also lack the ability to perform due to being under the age of 18.  The minor party can void the contract at any time; however, the adult party to the contract is still bound to the terms of the deal because they had the capacity to enter into the contract.  

            The Wonka Factory is implied to be in England and English law defines minors as anyone under the age of 18.  The fact that the Golden Ticket expressly required each child to be accompanied by one adult family member also makes this really strange.  It would be incredibly easy to have the adults sign the contract as witnesses to their kid’s signature and this would cure the minority problem.  It’s almost as though Wonka doesn’t want the Contract to be binding…which is actually not totally out of the realm of possibility for Willy Wonka.  In the book and the more recent Tim Burton movie there is no contract.  Grandpa Joe’s statement to Charlie highlights the problem of capacity.  He tells Charlie to sign the contract because he’s got nothing to lose.  If Charlie was an adult he might be able to understand what nonsense that statement is, but as a child it seems obvious to him that Grandpa Joe is right.  Charlie has a lot to lose, possibly more than the other children.  Charlie is poor, but he has a roof over his head, he is in school, and he has a job delivering papers.  His mother is the only other breadwinner in the family and there are 6 mouths to feed, though realistically this is England, probably post-war, and at least the 2 grandfathers should be getting a pension.  If Charlie is killed or badly injured in the factory, his family would lose out on that second income and Charlie might never be able to work or get an education to pull himself out of poverty.  And because he signed Wonka’s contract he would not have any legal remedies for this harm or loss of life.

            Aside from the issue of minority, Wonka also manages to hit each benchmark of an unconscionable contract.  Unconscionability is a contract law concept where the bargaining power between the parties or the actual construction of the contract is so unfair that no one in good conscience could enforce it.  In one famous American case which created the framework later adopted by the English courts, Williams v. Walker-Thomas Furniture Company, the Court phrases the question of unconscionability like this:

Did each party to the contract, considering his obvious education or lack of it, have a reasonable opportunity to understand the terms of the contract, or were the important terms hidden in a maze of fine print and minimized by deceptive sales practices?

There are two types of unconscionability: Procedural where the unequal positions of the two parties take away any meaningful choice and results in terms that are overwhelmingly favorable to one party over the other; and Structural where the actual text of the contract makes it impossible to read and understand, either through the language used or the size and placement of the text.  Here, Wonka presents both in his Contract.  

            In terms of procedural unconscionability Wonka has all the power.  The Contract is already drafted and Wonka will not let anyone proceed into the Factory unless the children sign it.  When Mr. Salt tells Veruca that she cannot sign it because he needs his lawyer to review it first, Wonka tells him that’s impossible.  Several of the parents voice their concerns and objections, particularly about not being able to read the contract.  This is the biggest issue here, Wonka has presented this massive document that takes up an entire wall, but is trying to hurry the signing along so he can start the tour.  This would not be a problem if this contract consisted of just the large liability waiver at the top, the part that reads: 

“WHEREAS The management cannot be held responsible for any accidents, incidents, loss of property or life or limb.

And

WHEREAS For damage caused by lightning, earthquakes, floods, fire, frost or frippery of any sort, kind or condition, consequently the undersigned take responsibility.”

These two clauses are large, easy and fast to read, and are relatively easy to understand.  Although, frippery looks like a made up word but in context it basically means frivolousness which does not fit in with the other acts of God listed.  The guests to the Factory would know from reading this that Wonka is having them sign a waiver so they can’t sue him for accidents, death, or damage by acts of God.  

            I should note here, that waivers of liability are usually enforceable, but not for intentional acts or gross negligence.  Wonka cannot simply waive away all potential harm done to the children especially since his factory is an OSHA nightmare and in most cases he doesn’t even do the bare minimum to prevent harm being done.  Also a liability waiver can only excuse foreseeable harms, and most of what happens in the factory is not foreseeable.  Could Augustus Gloop have foreseen drowning in the Chocolate river, yes; could he foresee being sucked up a pipe and transported to the fudge room, no.  Could Violet Beauregarde have foreseen that sampling gum that was not fully tested might result in her getting sick, or breaking a tooth, or even dying, sure; could she have foreseen being turned into a giant blueberry, absolutely not.  Veruca’s actions leading to her being injured or killed is definitely foreseeable, she is not an egg so obviously she is going to be dropped down the trash chute.  Mike Teevee’s harm is foreseeable in the moment, he watches the Wonka Bar go from huge to normal sized, so logically he is not huge and will shrink.  It is actually the best result, because he easily could have died or been lost in the ether.  It is not a harm that could been foreseen at the beginning of the tour when Mike signed the waiver, because being shrunk down to purse size is not a harm one might expect from being in a Chocolate Factory.  Wonka is only going to be protected from foreseeable harms that could reasonably be expected in the course of touring a Chocolate Factory.

            The liability waiver is also the only part of the contract that Wonka even addresses.  He tells the parents that they can’t blame him for wanting to protect himself, at no point does he reference the other parts of the contract or what specific terms they may include.  Remember that parties are required to act in good faith, which requires full disclosure of the terms the parties are agreeing to.  Wonka fails to mention that there is a clause in the contract that outlines what is required of the children in order for them to receive their lifetime supply of chocolate.  That apparently is outlined in Section 37 B, which if each paragraph is a section then the last section that is readable by the movie goer is Section 4, so Section 37 has to be one of the impossible to read parts farther down the wall.  If Wonka wanted the contract to be fully enforceable he needed to draw attention to the other sections because for all intents and purposes it appears the children are signing a liability waiver and not a comprehensive listing of rules for the contest the kids already think they won.  Also Section 3 is about labour union contracts and Section 4 seems to be about guild payment agreements, both of which are completely irrelevant topics because none of the children are employed, nor are they being employed by Willy Wonka.

            Basically Wonka’s statements misled everyone into thinking they were signing a waiver of liability and Wonka failed to give anyone time to read the contract or give them a meaningful choice in agreeing to its terms.  These facts would make the contract unenforceable because of procedural unconscionability.

            Of course Wonka would argue that no one was forced to sign the contract, they could have walked away.  Technically he would be correct, any of the kids and adults could have refused to sign the contract and been escorted out of the factory.  This is somewhat unrealistic, the tour is a once in a lifetime opportunity given to only 5 children.  No one has seen the inside of the factory in years and the mystery of what goes on in the factory and the promise of a lifetime supply of chocolate is too much for any of the characters to turn down.  Which is why, despite some of the parents’ objections, all the children sign the contract.

            The contract would definitely be unenforceable due to structural unconscionability.  Wonka pulls out all the stops on this concept; his contract has a little bit of everything.  From “boilerplate” language, overuse of legalese, Latin phrases, and impossible to read tiny print.  Even the fact that it is on a wall in a room with 10 people and Wonka is textbook unconscionability.  One term that is often brought up with unconscionable contracts is “boilerplate” language.  Boilerplate refers to standard clauses used in legal contracts that are sometimes considered too complex or abstract to be used without explanation or simplification.  There is nothing wrong with using boilerplate language so long as both parties to the contract have the education and/or experience to understand what it means, or they have separate legal counsel to read over it.  It’s actually really funny that in response to one of the parents asking what is in the contract, Wonka responds something to the effect of: it’s all standard contract stuff, and he even uses the term boilerplate.  It is clear that one of the parties to the contract absolutely does not have the knowledge to understand the terms of the boilerplate sections, the children are not lawyers or regularly dealing in legal contracts so it is inherently unfair to have them agree to a contract that contains such language.

            The Latin used in the Rules section read out by Wonka is also a problem for enforcement.  Although Latin has been used extensively in the past in legal writings, the modern trend is away from using a dead language that is mostly gone from school curriculums.  A legal Latin term used here and there is maybe not as big of a deal, but whole Latin phrases that even the internet is divided on the meaning of are not okay.  The two phrases Wonka reads out loosely translate to (at least according to Reddit discussions): The torch of the mind is the fire of glory, etc. etc.  I am mindful the crime is punished twice/in two ways, etc. etc.  Neither of these two phrases even makes much sense on its own, but in the context of explaining to Charlie why he lost it is downright nonsensical.  I had to go to Reddit because even the subtitles on my DVD wouldn’t register what Wonka says, so I had no idea what the Latin even was to even try to translate it myself.  Wonka hilariously tells Grandpa Joe that the contract clearly states, in black and white, clear as day, etc. etc.  Which is just fantastic satire, because it is anything but clear, or in a language people actually read.

            Probably the most glaringly obvious problem with this contract is that the size of the writing gets progressively smaller the farther down the wall it goes.  The text is comically tapered from huge to so small it is non-existent.  In this case, even if the children or adults wanted to read the contract fully, they physically can’t.  Even Wonka in his office later on has to use a magnifying glass to read the clause in the printed copy of the contract containing the important contest rules.  If the terms of the contract are written so small that no one can read them without a magnifying glass or a microscope, then they cannot be enforced because it is fundamentally unfair to hold someone to terms they cannot decipher on their own.

            If the Contract Wonka has all the children sign is unenforceable then what are the legal remedies available?  Wonka’s main motivators for the Contract seem to be to protect him and the factory from liability and to enforce the secret contest rules.  Wonka would not be protected from liability if the entire contract is unenforceable, although he could try to argue that the court could enforce just the top part of the contract because it was understood to be a liability waiver by all the parties.  This argument would fail because the children are all minors and cannot sign the contract; if Wonka was serious about the waiver he should have made the adults sign the contract, too.  Wonka would also not be able to argue that any of the children broke the rules of the contest and cannot get their lifetime supply of chocolate because the contract containing these additional rules is unenforceable and because the children already won the chocolate based on the terms provided in the contest announcement and the Golden Ticket.  Additionally, none of the children could argue that Wonka owes them the chocolate factory.  Charlie won the factory based on Wonka’s personal assessment of each of the children.  The factory was never mentioned as a potential prize, so none of the children, including Charlie, agreed to it as part of the terms of any of the potential contracts, nor could any of them have foreseeably relied on it as part of a Promissory Estoppel argument.

            The remedies available here are the lifetime supply of chocolate or its monetary equivalent and the ability for any of the children to sue for the injuries and mental trauma they experienced on the tour.

            In conclusion, Willy Wonka’s written contract is completely unenforceable for almost every reason that exists under the concept of unconscionability, but also has some other notable issues.  The least of the problems being that the children are all minors which would make the contract voidable; and the worst of the problems is the vast scope of injuries, accidents, acts of God, and frippery that Wonka is trying to absolve himself of responsibility for, particularly since 4 of the 5 children leave the factory having endured some injury or trauma.  Mostly the problems are a comical satire on fictional depictions of contracts.  The contract appears on a wall, the print goes from very large to microscopically small, it contains a lot of overly flowery language including starting each section with Whereas and consisting of run-on sentences that say very little.  The contract also contains nonsensical Latin phrases, just to add to the pretentiousness of the whole thing.  When Wonka asks the kids to sign the contract, the adults all act pretty reasonably (with the exception of Grandpa Joe who is a pretty terrible person overall, but maybe he recognized that the contract didn’t matter because only Charlie had to sign it and not him, therefore making it voidable…doubtful, but interesting..).  The parents of the other children complain that they can’t read the contract, that they need to have a lawyer look it over, and that they want Wonka to tell them what is in the document.  One parent tells Wonka that contracts are for suckers and implies that he cheats his customers regularly using contracts; Wonka tells him that he just needs to protect himself.  Wonka even uses the red flag, circle, underline the term when it appears in an essay prompt of the contract containing “boilerplate” language and that the whole contract contains all the standard contract stuff.  In the end, Charlie and Grandpa Joe find out that there was actually a really important part of the contract buried in the literal fine print that outlines the rules of the contest.  Ultimately, Wonka does not enforce those rules because Charlie returns the Everlasting Gobstopper, which fulfills the secret loyalty test Wonka had for the children.

            Ironically, Wonka is subject to two other enforceable contracts; just not the one he printed on the wall and had the kids sign.  The Golden Ticket is a valid written offer that all 5 children accept by showing up at the factory on time on the right day.  Slugworth/Mr. Wilkinson’s offer to pay the children for an Everlasting Gobstopper is also enforceable, even though it is not in writing.  Each of the children should have at least ended up the way they do in the book, alive and with a procession of Wonka trucks following them home.  

            In the end, if Wonka had wanted the Contract on the wall to be enforceable he should have treated it a bit more like the Lick-able Wallpaper: The strawberries taste like strawberries, the contest’s rules should be clearly stated and look like contest rules.  The liability waiver looks like a liability waiver, but isn’t real because the words are meaningless; just like the snozzberries taste like snozzberries, but who ever heard of a snozzberry?

Thank you for listening.  This show is researched, written, and recorded by me, Céleste Young.  None of the legal advice or opinions expressed in this episode are intended as specific or individualized legal advice.  Please like, subscribe, rate, or review this podcast if you enjoyed it.  If you have any questions or comments, please e-mail them to Waitisthatlegal@gmail.com.  You can find the Podcast on Twitter, Facebook, and Instagram.

Never sign a contract you don’t understand and don’t trust mysterious, eccentric factory owners to give you a fair deal.