What Happened
Come on, you know what happened, right?
For those denied the joy of Roald Dahl and his take on bad parents, here is an overview.
Willy Wonka, the owner of Wonka’s Chocolates, is a unique and secretive chocolatier. Wonka’s Chocolates has one factory. Unlike other factories, no workers or visitors are seen entering or leaving the property; everyone wants to know who is making the chocolate.
The world erupts into Wonka-mania when Wonka puts five golden tickets in the wrappers of five Wonka Bars. The ticket finders win a tour of the factory and a lifetime supply of chocolate.
Four ethically bankrupt kids win the first four tickets and bask in their newfound fame. A fraudster pretends to win the last ticket, but the fraud is uncovered and Wonka-mania resumes.
Charlie Bucket, a young student who lives in a food-insecure crowded house with his parents and four bedridden grandparents[1] finds the last ticket. Charlie, unlike the other winners, has no interest in the limelight. He loves chocolate and is genuinely interested in seeing the mysterious manufacturing process.
Mr. Slugworth surreptitiously approaches each ticket winner. Slugworth promises to compensate anyone who gives him an everlasting gobstopper from the Wonka factory.
Charlie, Grandpa Joe, the four rotten kids (Augustus Gloop, Violet Beauregarde, Veruca Salt, and Mike Teevee) and their terrible parents take a tour of the factory. Each child is given a top-secret everlasting gobstopper. They find out that Willie’s workers are the diminutive Oompa Loompas – from Oompaland. As they continue the tour, the four rotten kids are disposed of by their own rotten tendencies: Violet becomes a blueberry, Mike is shrunk and sent to the taffy-pulling room, Veruca is sent down the garbage chute, and Augustus Gloop is carried away by the cholate river, leaving Charlie as the last kid standing.
Charlie, while good, is not perfect, as demonstrated when Charlie and Grandpa Joe guzzle Fizzy Lifting Drinks without prior express authorization. Charlie and Grandpa Joe are nearly sucked through an exhaust fan, but they escape certain death and catch up to Wonka.
Wonka abruptly ends the tour and returns to his eclectic office. Upon inquiry, Wonka discloses that the Fizzy Lifting Drink episode represented a material breach of contract, voiding the contract and resulting in Charlie’s forfeiture of the lifetime supply of chocolate. Grandpa Joe gets all retributive and encourages Charlie to give the gobstopper to Slugworth. Charlie, being a good person, knows that Grandpa Joe is giving bad advice. Charlie follows his heart and puts the gobstopper on Wonka’s desk.
Wonka is exuberant, tells Charlie he passed the test, and reinstates Charlie’s prize. Wonka, Charlie, and Grandpa Joe go into the glass elevator. Wonka reveals the prize is really the entire factory and business, which Charlie will get when Wonka retires, and Charlie and his whole family will move into the factory.
Wonka tells Charlie about the man who got everything that he ever wanted and lived happily ever after.
What Happens Next
Charlie Bucket meets Wendy and Jen at Piñata-Con, the world’s biggest piñata party. Charlie tells Wendy and Jen that he is the protégée of Willy Wonka, and that Wonka Enterprises provided half of the candy for the event. Astonished, Wendy and Jen tell Charlie about their client and dear friend Charles (Charlie) Foster Kane[2], who’s company, Jim Dandy Incorporated, also provided 50% of the candy.
Charlie asks Wendy and Jen if they can provide him with some legal advice. Charlie’s mentor, Willy Wonka, is scheduled to retire. Part of Wonka’s exit strategy is to give Charlie 100% of Wonka Enterprises and its holdings at the end of the year. Charlie tells Wendy and Jen that he has some concerns. Long before Charlie became Wonka’s protégée, weird things happened at the factory. While Wonka adores Charlie, he does not take anyone’s advice, and many of Wonka’s bad practices continue. Wendy and Jen nonchalantly put down the Wonka candies they were about to eat.
According to Charlie, Wonka has a very casual relationship with food hygiene. Wonka uses unwitting minors as test subjects on his new confections and beverages. Wonka also forces his otherwise powerless employees to live on site under threat of returning them to their dangerous and unstable homeland. Charlie plans to end Wonka’s bad practices when he is in charge. Charlie is very worried about his liability for Wonka’s past acts when he becomes the owner of Wonka Enterprises.
“Whoa, that is a lot,” says Jen. Wendy added, “We know who can help, and after we convince them that we are not making this up, they will give you some great advice.”
Charlie asks to bring Grandpa Joe to the meeting, and after an explanation of attorney-client privilege and third parties, Charlie agrees it is best to come alone. Charlie meets with Wendy and Jen along with their colleagues, Marc Ullman and Steven Shapiro
Wendy and Jen explain that Charlie should not just step in as the new owner of Wonka Enterprises. He should form a new entity and enter into agreements to acquire the intellectual property, contracts, and physical property of Wonka Enterprises, since there is no telling what liabilities Mr. Wonka created.
Charlie explains that he is really worried about civil liability for the way Wonka ran things. He is especially concerned about U.S. Food and Drug Administration (FDA) compliance issues on domestic and international products.
Marc and Steve tell Charlie that it sounds like he has a lot of work to do. While Wonka’s confections seem to have flown under the radar for a long time, the publicity from Wonka-mania has raised the company’s profile. Marc and Steve also explain that when FDA investigators show up at the factory and announce their intention to conduct an inspection, the bad practices will have consequences. Marc explains that the FDA inspections are to ensure that the company manufactures its products in a way that will ensure that they are exactly what they are supposed to be and that they contain nothing that they are not supposed to contain.
Charlie is surprised to learn that the United States Government would care about his chocolate company and asks Steve what will happen if the inspectors show up while he is away. Marc explains that the FDA’s authority to conduct inspections is not dependent on the owner’s consent or presence, and that failure to permit inspection on the presentation of official notice by appropriately identified FDA officers or employees can result in criminal penalties and the factory being shut down.
Charlie says, “Well that should be easy enough; we have never heard of anyone complaining about Wonka Chocolates!”
Marc and Steve exchange glances and tell Charlie that it really is not that simple. They then tell Charlie that food and beverage manufacturers must address an amazing number of requirements which must be documented to comply with FDA regulations. They explain to Charlie that the regulations help to make sure that Wonka chocolates and confections are made exactly the way they are supposed to be made and that they do not contain things like bad bacteria, impurities or undisclosed allergens that might make someone extremely sick.
Marc and Steve explain that the Food Production regulations are found in 21 CFR Part 117 [3], sometimes called HARPC, and are designed to prevent foreseeable risks in the entire food supply chain. Steve tells Charlie that his business should have a compliant HARPC plan that includes:
- A detailed understanding of any hazards (micro-contamination, ingredient mix-ups, etc.);
- Identification of all foreseeable risks and implementation of a food safety plan to minimize each;
- Identification of places where these hazards are likely to be encountered;
- Mechanisms to ensure that the hazards are monitored and controlled, including proper training of the Oompa Loompas;
- Documentation of corrective actions when there is a problem;
- The presence of a Preventive Controls Qualified Individual (PCQI), as described in the Food Safety Modernization Act, who is also able to ensure that all of the company’s ingredient suppliers are following these rules.
Charlie asks if Augustus Gloop’s presence in the chocolate river created a problem. The silence and shocked stares of Marc, Steve, Wendy, and Jen cause Charlie to realize that he, much like Augustus, is in over his head and really needs help.
Charlie retains Rivkin Radler to represent him in creating his new entity and systems to ensure FDA regulatory compliance and review supply agreements. Wendy and Jen also refer Charlie to their partners, John Diviney in the firm’s Employment and Labor group, and Henry Mascia in the firm’s Immigration group, to advise on business practices and the employment of the Oompa Loompas.
The rules and regulations governing the sale of foods in the United States are complicated. Knowledgeable counsel can help navigate this often-tricky area. Save the drama for the movies.
[1] Grandma Josephine, Grandma Georgina, Grandpa Joe, and Grandpa George
[2] See Wendy And Jen Wreck the Movies – Citizen Kane (1941) Or Deposit Money, Not Children, in the Bank.
https://www.rivkinradler.com/publications/wendy-and-jen-wreck-the-movies-citizen-kane-1941-or-deposit-money-not-children-in-the-bank/
[3] Current Good Manufacturing Practice, Hazard Analysis, and Risk-Based Preventive Controls for Human Food
