糖衣

昨天，看完the firm。
金钱让人迷失的主题讨论，已经是老梗了。不过，片中的精英份子却玩不过社会上所谓腐败的黑手党，对政府的嘲讽，只能凭个人的智力来对抗。玩弄法律的人最后以尊重法律而获救。是适应教育制度保护的优秀份子在面对道德抉择的一剂警针。

我们先来回答一系列问题。



1.Mitch, Abby, Avery分别是怎样的人？

Mitch：年少气盛的法学院毕业生，哥哥因误杀而入狱，有着美丽的妻子，同时在孟菲斯的事务所有着一份相当体面的工作。睿智、勇敢、头脑清晰、临危不乱、对未来有着很大的野心和憧憬。同时对爱情似乎也有一定的忠贞（海滩一夜情对所有性取向正常的男人来说都是太难逾越的关卡了，阿汤，没事儿的啊~）

Abby：Mitch的妻子，同时是一名幼儿园的老师。美丽、温柔、懂事、端庄，几乎是那种模范型的娇妻。不同于Mitch，他对金钱与财富没有那么着迷。我觉得对于Abby而言，爱情远高于一切，她是为了爱情，并且是真实坦诚的爱情而活着的。这也是她中途离开Mitch，而后不惜冒着危险为了Mitch牺牲色相的动机。她无疑是深深爱着Mitch的。

Avery：Mitch的导师，为事务所帮黑帮洗钱并因此获得金钱与权力。这几乎是Mitch的未来倒影。然而他有着一个不爱他的妻子，于是只能从海滩派对的女人堆中获取慰藉。用Abby最后的话来说，"He was decent... and corrupt and ruined and so unhappy..."无疑，在最后的关头，不知道是幡然醒悟还是已然厌倦，他选择了爱情，即便可能只是一份无疾而终毫无回报的单相思。



2.What does Mitch value? Does this change during the movie?

从一开始我认为Mitch跟Avery是站在相近的起跑线上的。为了金钱和地位，出身并不显赫的Mitch勤勤恳恳地学习、兢兢业业地工作。房子、车子、丰厚的收入，这就是Mitch重视的，一如无数的前人。
然而当现实把他置于两难境地时，他的选择又发生了变化。
他似乎是个忠于爱情的人，但在海滩派对那一晚，他选择了欲望。
而在自己找出脱身方法之后，他又对Abby缄口不言，以促使她离开危险的境地。这一刻爱情战胜了私利。
从大方向来说，Mitch展现的最大转变是对名利的放手而转为通过正当途径（即在不触犯法律的前提下）寻求自由与快乐。他大可以继续为事务所洗钱、一路高升，也可以继续替FBI做卧底，以保全自己的性命与名誉。不过他似乎也足够聪明来采用另一种铤而走险的方法让自己全身而退，并获取一个重新开始的机会。
他履行了对顾客（黑帮）的loyalty，也履行了对正义（FBI）的loyalty，他是个彻头彻尾的大赢家。




3.所以到底什么是loyalty？它到底是好是坏？

Loyalty is the willingness to make an investment or personal sacrifice to strengthen a relationship.
对国家的忠诚，对上帝的忠诚，对金钱与权力的忠诚，每个人面对自己的loyalty都会做出截然不同的选择。而这个选择是没有对错的，只有对于个人而言的“值得还是不值得”。

美国务卿Colin Powell当初在美国民众面前、在世界媒体面前，以自己多年的credibility宣称美国坚信在伊拉克藏有核武器并坚持出兵。然而这么多年过去了，这句话无疑已经成为了一个巨大的讽刺，并必将伴随着Powell先生的余生。
他当初为什么要做这样一个选择呢？他履行了对谁的忠诚？

"When we are debating an issue, loyalty means giving me your honest opinion, whether you think I'll like it or not. Disagreement, at this stage, stimulates me. But once a decision has been made, the debate ends. From that point on, loyalty means executing the decision as if it were your own."
Said by Colin Powell.




4. To whom/what are you loyal? Why?

这是一个我们每个人都需要扪心自问的问题。
放置在美国，我们可以收获到很多诸如“上帝”、“国家”一类的答案。然而在中国，对于现在的年青一代来说，什么才是值得效忠的呢？是一个不断丧失民心的party？是当今风行的金钱与权力取向？还是那看上去很美的自由与快乐？
Loyalty is the willingness to make an investment or personal sacrifice to strengthen a relationship.
你做出了什么牺牲，你又愿意为此而放弃什么。

Loyalty便是自我价值观天平上的砝码，只需一个笃定的点头便可以为一段关系画下一个壮阔的句点。




思考之后的我的回答——

First of all, I'm loyal to freedom and the beauty of life. Anyone who can not provide me that surely won't gain my loyalty. That's because being a human is my most important and basic identity. Things like nationality, social status are attached onto later, and also mobile and dynamic. I devote certain loyalty to them, but never would I have the order reversed.
Other than that, I'm also loyal to those I love. My parents, my lover, my friends, they are the reason why I'm still joyful with humanities and positive about life. Without them, I'm nothing.

你的回答又是什么呢？

MR 1.2 Scope of Representation
Under the Model Rule (“MR”) 1.2(a) a lawyer is required to abide by his client’s decisions regarding objectives and a lawyer may take action as to the means by which they are to be pursued. This allows the client to set the outcome goals and for the lawyer to come up with the legal strategy and course of action to take to achieve those goals and objectives. Mitch McDeere (Tom Cruise,”Mitch”) represented the Morolto family and group of businesses. Mitch was required by law to do every lawful thing in the best interest of his clients and refuse to “go undercover” and disclose to the FBI. The client’s objectives were to minimize US tax liabilities by investing money offshore in the Cayman Islands and other low or zero tax jurisdictions. The FBI wanted to get their hands on confidential information including the corporate formation documents and bank account information which were protected by attorney-client privilege. Here. Mitch furthered the client’s objectives by not disclosing confidential information to the FBI, but by asking the client to voluntarily release their bills.

MR 1.16 Declining Or Terminating Representation
Under MR 1.16(2), a lawyer shall withdraw from the representation of a client if the lawyer’s mental condition materially impairs the lawyer’s ability to represent the client. Here, during Mitch’s representation of Mr. Morolto, Mitch experienced the following incidents: (1) his wife discovered he had an affair; (2) he jumped out of the window of his law firm; (3) he was under pressure from the FBI to cooperate; and (4) two “mob” members were chasing him and attempted to murder him. Mitch’s mental condition was “materially” compromised because he indicated he was paranoid of his safety, and his physical appearance indicated his ability to represent his client was impaired. However, notwithstanding his condition, Mitch continued to consult Mr. Morolto on his best course of action to address the overbilling issue. Mitch should have withdrew his representation. Therefore, Mitch violated MR 1.16(2) because he failed to withdraw representation of Mr. Morolto even though his mental condition was materially impaired.

MR 1.3 Diligence
Under MR 1.3, a lawyer shall act with reasonable diligence and promptness in representing a client. Comment [1] states a lawyer should pursue a matter on behalf of a client despite opposition, obstruction or personal inconvenience to the lawyer, and take whatever lawful and ethical measures are required to vindicate a client’s cause or endeavor. A lawyer must also act with commitment and dedication to the interests of the client and with zeal in advocacy upon the client’s behalf. Here, when Sonny Capps (“Sonny”) wanted to devise a plan to reduce taxes on his accounts at Cayman islands with an outside attorney, Avery Tolar (Gene Hackman, “Avery”) tried to stop him by using a veiled threat. He mentions the fact that the “Friends in Chicago” (Mafia) would dislike their business relationships being exposed to attorney’s other than the firm. There was no termination in the attorney client relationship between Avery and Sonny, and Avery has represented him for a substantial amount of time, so he is still Sonny’s attorney. Therefore, Avery has the duty to advise his client with reasonable diligence, and advocate upon the Sonny’s behalf. His implied threats are clearly not an act within the interests of his client.

MR 1.5 Fees
Under MR 1.5(a), a lawyer shall not make an agreement for, charge, or collect an unreasonable fee. Here, the Firm issued overbilling in order to support tax issue of Morocco Holding, and even Mitch recognized its issue by discussing with secretary. In determining the reasonableness, under MR 1.5(a)(1), the required time and labor along with novelty and difficulty of the questions would be considered for the requisite skill of legal service. In this film, the firm charged overbilling without proper guidance and detailed time slips. In addition, Mitch used invoices without authorization. In Comment [5] of MR 1.5, an agreement may not be made whose terms might induce the lawyer improperly to curtail service for the client in a way contrary to the client’s interest. Thus, the Firm and Mitch should write their time slips shortly after doing the work as well as detailed time slips for reasonable fee. In addition, the firm and Mitch need to customize charge to avoid charge or collect an unreasonable fee or expenses.

MR 1.6 Confidentiality of Information
According to the MR 1.6, a lawyer shall not reveal information relating to the representation of client unless the client gives informed consent. Even though it is the FBI agent that asked Mitch to disclose the file, it does not satisfy MR 1.6(b), which provides some exceptions that a lawyer may reveal the information if he believes it necessary.
Here, the agent required Mitch to provide the file to prove that the Firm assisted the Mafia to launder the money. However, MR 1.6(b) only entitles a lawyer to disclose information, which could prevent crime, substantial injury and mitigate loss. Someone may argue that the court and the government entity could order a lawyer to disclose the information. Nevertheless, under the Comment [15] of 1.6, without the informed consent of the client, the information sought is protected against disclosure by the attorney-client privilege or other applicable law. Thus, Mitch has to inform the Mafia (“client”) and obtain their consent, even though he exposed the overbilling or the money laundering.

MR 1.8 Conflict of Interest: Current Clients: Specific Rules
MR 1.8(b) states that a lawyer shall not use information relating to representation of a client to the disadvantage of the client unless the client gives informed consent, except as permitted or required by these Rules. That said, the rule prohibits disadvantageous use of client information unless the client gives informed consent. The firm has acted as the sole legal representative of the Mafia family. Mitch requested that the clients reveal the client-firm relationship so that he could disclose his firm’s overbilling issue. If Mitch used the information relating to the representation to the disadvantage of the client without informed consent, it would violate the lawyer's duty of loyalty.

MR 1.18 Duties to Prospective Client
The relationship of prospective client is formed by discussing possibility and a lawyer shall not use or reveal information learned in the consultation regardless of conviction of client relationship. MR 1.18(a),(b). Here, threatening the client by using the confidential information is likely considered as violation of the rule. Mitch would counter-argue that he was not admitted to practice law in TN when the event happened; however, the aforementioned duties as to the confidential information have been required when prospective client consulted and was in good faith. Furthermore, in MR 1.18(d), if a lawyer is disqualified from representation, no lawyer in a firm with which that lawyer is associated may knowingly undertake or continue representation. In addition, a lawyer shall not represent a client with interests adverse to a prospective client which are substantially related as stipulated in MR 1.18(c). Here, according to the facts, if Mitch was disqualified from representation, the Firm shall not represent the client. The exception of MR 1.18(d) would not be applicable in this case. Thus, Mitch and the Firm have duties to prospective clients, not to use or reveal information, or represent if interests are materially adverse.

MR 5.3 Associating with Non-Lawyers
Under MR 5.3(a), a partner, shall make reasonable efforts to ensure that the firm has in effect measures giving reasonable assurance that the person’s conduct is compatible with the professional obligations of the lawyer. Also under 5.3 (c)(2) a partner lawyer shall be responsible for conduct of such a person that would be a violation of the Rules of Professional Conduct. Although Mitch is allowed to work on projects under the supervision of Avery according to MR 5.3(a), he gave the client, Sonny, legal advice during the meeting at Cayman Islands. This is an unauthorized practice of law set out in MR 5.5, because Mitch is not a lawyer. Therefore, under MR 5.3, Avery who is a partner at the firm, should take responsibility for the actions of Mitch, which is a violation of the Rules of Professional Conduct.

MR 5.5 Unauthorized Practice of Law
A law school graduate who has not passed the bar or who has not been admitted to practice in any jurisdiction may be guilty of the unauthorized practice of law if he/she gives legal advice. Mitch’s advise to Sonny at Cayman Islands seems to be an unauthorized practice of law because Mitch has not taken the bar exam yet. Before flying to Cayman Islands, Avery ordered Mitch to redraft the repatriation of offshore funds, the revised tax plan for the client. Unlike the meeting with Sonny, Mitch’s support for Avery will not be considered unauthorized practice of law.
Avery’s legal service in Cayman Islands may fall under unauthorized practice of law. A lawyer who is not admitted to practice in other jurisdiction-here, Cayman Islands (British Overseas territory), shall not establish an office or other systematic and continuous presence in that jurisdiction for the practice of law (MR 5.5(b)(1)). We may assume that Avery has established systematic and continuous presence in Cayman Islands. He has advised Sonny for a long time regarding tax evasion and often travelled to the Island to meet. He also kept the boxes of secret files of the Chicago client in his resort room, which shows the firm has long been involved in the transaction in Cayman Islands.

MR 5.6 Restriction on the Right to Practice
MR 5.6 prohibits a lawyer from entering into any agreement of a partnership, share, operation, or employment which would restrict the right of a lawyer from practicing law after termination or a settlement. Here, Mitch did not enter into any written agreement that would restrict or prohibit him from the practice of law but he would have been disbarred for breaking attorney-client privilege by leaking confidential documents to the FBI. Alternatively, if Mitch tried to leave the firm then the firm would take non-legal action and kill him. So it is not an agreement to restrict Mitch practice but the result would have been the same if Mitch were to leave the firm.

MR 5.7 Legal Service
MR 5.7(a) states “A lawyer shall be subject to the Rules of Professional Conduct with respect to the provision of law-related services, as defined in paragraph (b), if the law-related services are provided: (1) by the lawyer in circumstances that are not distinct from the lawyer’s provision of legal services to clients.” Comment [9] of MR 5.7 further notes that examples of law-related services are financial planning and tax preparation among a wide range of economic and other interests of clients. Therefore, the Firm’s lawyers are subject to the Rules of Professional Conduct when providing law-related services like tax planning and other financial services. Avery violated MR 5.7 when he threatened Sonny that the Firm’s other “clients” would be displeased if Sonny fired the Firm.

MR 7.1 Communications concerning a Lawyer’s Service
        MR 7.1 states that “[a] lawyer shall not make a false or misleading communication about the lawyer or the lawyer’s services.” Comment [3] further notes that “an advertisement that truthfully reports a lawyer’s achievements on behalf of clients or former clients may be misleading if presented so as to lead a reasonable person to form an unjustified expectation that the same results could be obtained for other clients in similar matters.” Avery stated to Sonny, that the future value of his tax dollars would be less than half of their present value after the “Election” misleading the client to believe that Avery knows who will win the Presidential Election and how tax policy will change. Also, Mitch reiterates to Sonny that he should defer his taxes according to the schedule that Avery constructed, Sonny promptly responds by asking “Defer until when?”, Mitch responded by stating “Why do you care?”. Provided that this advice is true, Comment [2] of MR 7.1 states Truthful statements that are misleading are also prohibited... [a] truthful statement is misleading if it omits a fact necessary to make the lawyer’s communication considered as a whole not materially misleading. Mitch’s “Why do you care” statement omits the necessary fact of how many years the client’s taxes will be deferred and could mislead Sonny to conclude that other clients do not worry about this strategy and to solely trust his legal representation.

MR 8.1 Bar Admission and Disciplinary Matters
Under Rule 8.1, an applicant for admission to the bar, or a lawyer… in connection with a disciplinary matter, shall not fail to disclose a fact necessary to correct a misapprehension known by the person to have arisen in the matter. The applicant for admission to the bar is Mitch, and Avery, Mitch’s supervisory partner, is a lawyer in connection with a disciplinary matter. If Mitch and Avery did not disclose the violation of Rule 5.5 as discussed before, they both knowingly made an omission in connection with a disciplinary matter of Mitch.

MR 8.3 Reporting Professional Misconduct
Under the Rule 8.3 (a), a lawyer should report another lawyer’s violation of the Rules of Professional Conduct, if that violation raises a substantial question as to the lawyer’s honesty, trustworthiness or fitness as a lawyer. The Firm had been overbilling their client for years, and they also have engaged in money laundering and tax fraud. The overbilling is a violation of the Rule 1.5 as discussed above. The money laundering and tax fraud constitute misconduct because they are criminal conduct and would raise a substantial question to the lawyer’s honesty, trustworthiness or fitness as a lawyer. Therefore, under the Rule 8.3 (a), when Mitch knew the fact that the Firm was engaging multiple misconduct, he should report to the appropriate professional authority. However, under the Rule 8.3 (c), the Rule does not require disclosure of information protected by Rule 1.6. As discussed above, all the information about overbilling, money laundering and tax fraud are protected by Rule 1.6 which is the reason Mitch had to have the client’s consent to disclose the information.

MR 8.4 What Constitutes Misconduct
Under MR 8.4, “[i]t is professional misconduct for a lawyer to: (a) violate or attempt to violate the Rules of Professional Conduct, knowingly assist or induce another to do so, or do so through the acts of another; (b) commit a criminal act that reflects adversely on the lawyer's honesty, trustworthiness or fitness as a lawyer in other respects; (c) engage in conduct involving dishonesty, fraud, deceit or misrepresentation;”. Comment [2] further states that many kinds of illegal conduct reflect adversely on fitness to practice law, such as offense involving fraud”. Here, the Firm has overbilled client for many years. By mailing these misrepresentative bill to clients, they committed mail fraud and violated MR 8.4(c). Partners as well as most of the associates in the firm are complicit in tax fraud and money laundering, which are criminal acts reflecting adversely on the lawyer’s honesty. In addition, the firm throws money and provides a rather generous offer to Mitch, in order to make him get used to good life and induce Mitch to engage in tax fraud and money laundering. All other lawyers in the firm also know the scheme and assist to do so. Senior partners and associates disobey MR 8.4(a), violating the Rules of Professional Conduct, knowingly assisting and inducing Mitch to violate the Rules of Professional Conduct.

MR 8.5 Where the Lawyer Can Be Disciplined
MR 8.5(a) states that “A lawyer admitted to practice in this jurisdiction is subject to the disciplinary authority of this jurisdiction, regardless of where the lawyer's conduct occurs. A lawyer not admitted in this jurisdiction is also subject to the disciplinary authority of this jurisdiction if the lawyer provides or offers to provide any legal services in this jurisdiction. A lawyer may be subject to the disciplinary authority of both this jurisdiction and another jurisdiction for the same conduct.” The film implied that the lawyers in the Firm conducted criminal behaviors related with Mafia in Chicago. Even if those conducts occurred elsewhere, in TN, which is likely the jurisdiction for most of lawyers at the firm, the lawyers are subject to the disciplinary authority. Also, according to the last comment in MR 8.5, their criminal acts in Chicago, would be subject to the disciplinary authority of the Illinois court, even though they were not admitted in Illinois.

    汤姆克鲁斯的电影真的都很好看。这部也一样。
    一直特别喜欢这种类型的电影，男主角智慧过人，在面对两难境地时，能凭一己之力找到解决问题的完美方式，解救自己、解救家人。这一部就是如此，电影从开始就给我们营造了这样一种印象，这家事务所异常富有却又行事怪癖。紧接着这些在不和谐的感觉就有了答案。从开始事务所真面目的揭露，到后来米奇设计逃脱，电影始终让你处在一种紧张的状态中，但我的感觉是即是你大脑不停的转动也很难猜到米奇最后一步的行动。
    特别想说一下吉恩·哈克曼扮演的这位律师，最喜欢后来他和米奇老婆的几段对手戏，把这个人物的复杂全部表现了出来，让人在最后关头对这个狡猾、阴险又很贪婪的老头产生了一点怜悯。

如果你是好莱坞大片迷、犯罪迷、动作迷甚或汤姆克鲁斯迷，看完《the firm》，保你第一个念头是：这导演怎么不自裁以谢天下？这么好的一个题材，又是律师事务所，又是黑帮，又是FBI，最后竟然给出这么个淡出鸟来的结局，浪费了大明星时刻准备着的英雄架势。
    事情的发生是这个样子地：阿汤法学院优异成绩毕业，找了一个不寻常的事务所。该公司设在小城市，奖金极其优厚，赠送美宅靓车，连家属都有公司家属委员会打点。如此安逸的下去，过两年有了孩子，公司会出钱送到私立学校，阿汤哥也将在这蹊跷的公司贡献终生。可是天不作美，很快他被FBI盯上了：他的公司，是专为芝加哥黑帮提供法律支持的，政府已经订了很久，现在要他来做卧底。于是，阿汤站在了无法选择的路口：不答应，被政府投入监狱是迟早的事；帮助政府端掉这家黑店，全部黑帮都要与他为敌，下半辈子只能隐姓埋名。更重要的事，黑帮也是客户，出卖客户的律师将永远失去这个职业。
    事已至此，观众自然不着急：导演想必放一个英明神武的神人，杀出一条血路来。阿汤哥最终杀出来了，即没得罪政府，也没得最黑帮，一个人把律师事务所揭发了：不是揭发其“涉黑”，而是另一个能让他倒霉的问题：乱收费，就此一句把公司首脑送进了监狱，自己全身而退。片中，阿汤没有大显神威、大动干戈，只有一次抡起公文包，把一个追他的歹徒砸晕了。谢谢上帝，这得多结实的包、装多少文件啊。事毕，小两口高高兴兴地开车搬走了，去找下一份工作——这肯定出乎想看英雄的人们的预料吧。直到最后，他不是大英雄、大智慧家，还是个小律师。
    没有看到预期的火爆场面，真叫人扫兴。可是，是什么拯救了阿汤哥？专业素质。凭着对本专业的了解，在陷于绝境之中，不忘记公司多收客户钱是违法的，奋起击退了威胁。子曰：知识就是力量。同志们，这就是敬业。建议所有在读学生观看，当有一天遇到危难时，要先考虑到所学的专业，就有可能化险为夷。从这一点看，这部片也可算是励志片吧。

7分。天才青年律师游走在洗黑钱的无良律师社和罔顾线人安全的FBI两大势力之间。最终在几乎绝望的境地里绝处逢生，漂亮地走起了钢丝。前半段的故事有些太拖，还好后半段节奏足够紧凑，可惜结局的设计上有太多的巧合，比较让人失望。音乐算是本片里一个非常大的亮点，钢琴曲也能带出这么强烈的紧张感，真是让我大开听界啊～～年轻的Tom Cruise的确很适合扮演意气风发的男主角。