Grrl Power #919 – Objection!
I like how it’s the act of merely stamping a printout of the LLC filing that takes away HenchWench’s powers. Although, using devil/fae rules, Arianna probably had to sign the line under the stamp before it affected her. Normally, someone would have to actually submit the suspended form with whatever office deals with that stuff for it to work, but as mentioned, Arianna has special lawyer powers.
If the stuff Arianna is saying is legal nonsense, I may go back in and edit some stuff based on comments. I googled around a bit and it seems like LLC’s are filed with a state’s Secretary of State office. Actually it seems like they deal with a lot of business stuff, but I’m still kind of guessing.
In audiobook news, Aether’s Revival book 2 is available in the spoken word format. It’s recorded by Andrea Parsneau, and while I usually prefer dual narrators to avoid bad falsetto/truesetto, Andrea is the woman of 350 voices. Maybe 375. I know “1,000” makes for better marketing, but it’s always hyperbolic. Even Mel Blanc was realistically topping out at like, 400.
I’ve never read cultivation novels before this series. Actually, I’m not sure I knew what cultivation was. For those of you who don’t, it was largely pioneered in eastern literature, and is kind of like LitRPG, except instead of leveling up from experience points or whatever, the heroes of cultivation novels do a lot of homework, meditate a lot and pop a plethora of pills. Like, mana pills, I guess. They fight stuff too, but it’s not like a 350 page dungeon crawl either.
It sounds tedious riveting, I know, but Schinhofen’s books have always been a bit more methodically paced/slice of life-y, which, I assume if you’re reading this comic, has at least some appeal to you. Schinhofen also did the Binding Words series, which is one of my favorites and I’ve recommended it here before.
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I am wondering about the rebar and her leg?
She merged with her ghostform and moved away from the rebar. I assume since the ghostform wasn’t injured, her leg became fine.
Her teeth are back too. I think when she ghosted her body and then reverted it reformed based on her self-image.
Gonna have to agree with this observation and presume that Henchwench’s discovery of the ghost/flesh meld had the unexpected consequence of healing her every injury. Maybe there’s a mental aspect to it that it’s about how she envisions or visualises herself that impacts the image made but whatever the case with teeth and nose back I agree she’s healed up the leg as well.
Hmmm… Does that mean that if she envisioned herself as Shehulk or a knockout blonde with extra amenities, that she would be able to materialize looking like that?
I expect it would have to be a very well ingrained self-image to assert itself over the starting state of the body. Someone with severe body dysmorphia might end up re-forming with modifications that bring them closer to what they think of as their ‘true’ form*, but it’s probably not something that can be done consciously. Even the ‘healing’ demonstrated here is probably on the level of ‘my permanent self-image is in my usual whole and healthy state’ rather than being deliberately induced as such.
* Apologies if I’m getting the terminology wrong; feel free to correct me if so.
She probably can’t avoid returning as she was originally due to a total lack of powers. Once the contract gets nullified the powers slowly nullify. No powers, no fighting, but also no damage. Reset to non-employee.
No, that may be fine for her Rock-Form, not her Meat-Form
she merged with her phantom form, flesh became astral, and then back again, makes sense that spiritual regeneration transmutated back to flesh recovered her wounds.
She phased out of it, but probably still has a wound
I’d guess the astral form merge worked as Curaga/Regen.
It’s no longer in her leg, since her leg moved away from it. And the merge seems to have mostly fixed the wound.
Idem. But her nose and teeth are ok
She’s lucky she was standing on the ground and so on. And not flying at Mach2 or lifting 10 tons and such.
I was thinking about that, too.
TBH, I was wondering what would happen if she was in her astral form when that ability got rescinded. Being kicked back to physical seems the best possible outcome for her.
In RPGs I know two variants:
a) You get expelled to the nearest free space (the nice version).
b) The parts still inside of a solid object melds with it, usually killing you (the combat version).
Good news is that Hench Wench doesn’t need a dentist for her teeth, plastic surgery for her nose or a tetnaus shot for the rebar through the leg anymore.
Probably will need a medic for something in short order though
The most dangerous power of them all!
Beuracracy!
Bureaucracy. Meaning, basically, “Rule by bureaus”.
Why did you think the President’s circle of advisors were called the Cabinet?
Takes rule-lawyer to a new level
No, that’s when Archon acknowledges the perspective of certain foreign groups that the United States is villainous in order to get Hench Wench working for the taxpayers.
Its a shame the author like this resolution.
Because i loathe it. I personally find it to clash exceptionally much with the tone of the story.
Something like this would have been fitting if they had been dealing with a Devil/Fae. Not a super.
Well, all of those exist in this universe. So who’s to say that one of her ancestors isn’t a fey, or Devil/demon? Or some other supernatural creature that uses contract based magic?
It would be funny if Hench Wench was, in fact, completely normal and either managed to work out a contract with a devil/fae that granted her powers, either Emperor Joker style (tricked/rules lawyered the supernatural entity into gaining powers) or Sistah Spooky style (being writing up the contract screwed up a decimal point or two)
To be honest, I think it fits. She’s a super whose powers are based on contracts, so if you nullify the contracts, you nullify the power gained from them. So, it’s kinda Devil/Fae-like, but just not being used by a Devil/Fae being, as far as we know.
I agree with this sentiment as well. I’ll even go one step further, the thought of HW’s powers being demon or super never even crossed my mind. All I thought was it was based on contracts and twisted legaleze, so it was only appropriate that, given the tone of comic, something as silly as a contract suspension would stop her. Whether we go the part super, part fae route like with Pixel is of no consequence to me.
She is basically part devil, part super. Like Pixel is both a super and a were-jaguar, and only the jaguar form has powers. Supernatural and superpowers don’t clash in this case. She has the superpower to copy other superpowers, but only as long as a contract permits her to, I think it’s a pretty interesting take on the concept.
and that is the perfect example. the comic already has precedence for a super/supernatural hybrid. Pixel even lacks the enhanced physique of other supers because the super aspect grafted onto the therionthrope aspect instead, giving her were jaguar form plasma/laser claws.
So Henchwench could be part super part devil(or)fae so she gets the power copy ability but also the infernal contract ability and learned to combine these for her own benefit.
Ari only dealt with the law-shit (and she had to grasp mighty hard at even that)
It wouldnt be the first time a super had powers that seem more appropriate for a demon though.
Vehemence being the main alternate example, where Dabbler even said ‘demons who control vehemic energy are EXTREMELY rare – I’ve never even heard of a human who had it’ (to paraphrase).
That was something I remembered as well. All the more reason why I have no complaints.
Not that it matters, but what makes you think she wasn’t? It literally does not matter in the slightest whether HenchWench’s paranormal power is mutant, Djinn, or Fae.
She GOT her powers by establishing a contract. She KEPT her powers by fine print that kept the contract in force. She LOST her powers by the suspension of the contract.
Besides which, we all know Arianna is a devil, at least on an honorary basis.
It’s her Kryptonite. Almost literally. She was just about unstoppable with enough powers behind her, but she also needed that contract to have those powers.
She’s probably gonna end up working for Deus, honestly. And I think that’d be keen, since she’s really all-into the whole “Muahaha! Supervillain!” thing. This world needs more of those.
If she worked for Deus, she’d be far too overpowered. She’d have the power of Deus to be PERFECT IN EVERY CONCEIVABLE WAY AND A PARAGON OF ALL HUMANITY!
All praise Deus, amen.
Although that depends on if she can get powers not only from supervillains, but also from paragons of all that is right and just in the world, admittedly.
(allpraisedeus,amen)
Whether someone is a villain or a hero is a point of view thing. All HW has to do is know that SOMEONE considers Lord Deus to be a villain, and his ex girlfriend Max would be happy to confirm that for her. (Or at least unable to deny it.)
To have the power of Deus but not have the immeasurably wisdom that goes along with it though. I tremble at the thought!
Would we really want that sort of unfettered power out there?
Can Arianna smoke in her office?
let’s get the company/archon(?) lawyer to check on that
Might be in her home office. After all, it’s after normal working hours.
Actually, as I understand it, it’s illegal to smoke in any building owned or operated by the United States government, and a military base like ARCHON HQ would certainly qualify. Then again, we’ve seen that ARCHON plays pretty fast and loose with every rule out there, including the smoking ban (we’ve seen both General Fault and Max smoking, and now Arianna).
ARCHON’s legal status is…confusing. They’re both Police *and* Military, with very few of the restrictions of either of them. Max seems to still have her military rank/there is a general in charge of them but the Posse Comitatus Act should really limit military forces acting in the US.
It’s a bit of worldbuilding I’d really like to see worked out more. Where does ArcSWAT’s remit *end*? What can ArcSwat not step into/would another group have jurisdiction beyond them. Like, they actively threatened an international organization with the magic council situation, which is more ‘Big Stick Military Diplomacy’, as police don’t really have authority to act on anyone else’s soil but also are acting to catch criminals on American soil.
It is confusing. Having powers of both sate actors (police) AND military is a recipe for disaster when uncontrolled. So, there will need to be extremely strict oversight of the whole thing.
Sydney gets away with a lot because of her insane power level, the fact that no one has a clue what will happen with the orbs if she dies and because she can’t really help being herself. She does likely give everyone in HQ at every level grey hairs overnight but she isn’t malicious.
Making superheros police does solve some problems, but it also opens up a HUGE can of worms.
And then, Sydney.
Small wonder there was such a fuss about bringing her in.
I’m surprised they never got sued over that whole ‘Maxima’s shot blowing up a bridge because the person she fired it at blocked’. Yes, the shot was deflected but Maxima was firing an exceptionally deadly weapon in the vicinity of innocent bystanders and, as proven, accidents can happen.
I’m not sure ArcSWAT *has* a notable level of Oversight. What is the plan for Maxima deciding to break the law? Hoping she decides to turn herself in afterwards? I dunno, the Police + Military combo leaves me a bit iffy on them and with a *lot* of questions about the limitations of this setup.
I assume their members, like Maxima for example, have a right to use such heavy level of ordinance when they deem it necessary.
And then their reasoning and actions are reviewed in a debriefing.
I’ve actually mentioned before why what Maxima did with the bridge was something that Archon would almost certainly have been sued over as a civil tort, at the very least.
Someone could try but probably wouldn’t get very far. And such an issue would be more relevant to Archon’s legal team, not the main cast.
The only reason I can think of on why they wouldn’t get very far on that would be because Arianna would settle out of court and include an NDA as part of the settlement agreement. :)
I mean, if Archon leadership/the government sides with Max on it being an acceptable use of force given the threat, then there’s not much that can be done.
You’re allowed to sue the government and people do… quite often. The government does, more than one would like to realize, overstep its bounds of authority.
Yeah, people sue the government and military all the time, for a variety of reasons, because you can sue almost anyone in America. But most fail to get anything substantial out if it, or anything at all.
Probably because people didn’t see what happened and the reports are classified. Someone on the bridge wouldn’t be able to tell whether Max or Sciona shot the bridge.
I’ve mentioned this before, actually.
Sydney is also an incredibly huge boost to their PR that they don’t want to lose.
Supers are, universally, built like greek gods and have the natural charisma to match. Someone that actually comes of as a relatively normal person on the team and visibly being one of its important members is a massive humanizing factor helping keep the average person on the street from resenting them.
considering archon also deals and has contacts with alien and supernatural elements it probably has a lot of leeway in what they can and cannot do, after all, who knows if they might need to burn some sage or tobacco to exorcise something or negotiate with some kind of smoke being.
Posse Comitatus was specifically called out and dealt with earlier. Suffice to say it doesn’t apply to Archon as a new branch of the military.
That feels like something that would be challenged it court, Posse Comitatus being bypassed like that. As they’re a branch of the military filling a law enforcement role and bypassing a lot of state autonomy. Militarization of police is…rather a concern, after all. Especially when I don’t think a lot of Archon have actual Law Enforcement training. Sydney certainly doesn’t.
As I understand it, Posse Comitatus is a write-in law rather than a write-out one; it covers only those armed forces explicitly named in it, which does not include at least one of the major branches (the Navy?). Whether the excluded branches have their own internal regulations covering a similar function is a separate question.
From an in-universe perspective, making ARC a branch of the military was a way to keep them under the DoD, thus allowing Supers to be transferred across from the existing branches rather than discharging them and hoping they’d sign up to a new civilian agency. It’s a reasonable categorisation, given that many high-end Supers are comparable to a respectable combat force in terms of potential damage and therefore potential accountability. And it puts them on a Federal rather than State or Local basis, as the distribution of ‘Atypical’ problems isn’t likely to match the distribution of the Supers best able to address them.
Yes but that also makes those supers…well, part of the military. While they’re very clearly acting in the role of Law Enforcement, which should in theory put them under the Department of Justice like US Marshals or the FBI. Since there *is* Federal Law Enforcement agencies.
…does this mean that somewhere there is ArcSWAT Military Police that are supposed to handle ArcSWAT’s troublemakers?
Yes, that is precisely why an agent of ArcDark was following Dabbler. They may not be enforcement, but they’re definitely data collection and monitoring.
I think the naval services have some levels of exemption – the Coast Guard is pretty much a police force (but if we really want to, at least some cutters can have cruise missiles mounted – which might discourage smugglers…). The Navy and Marines can also do maritime enforcement (to the best of my limited knowledge, they just support the Coast Guard these days, but historically (including the post-Civil War era Posse Comitatus was made law) the Navy ran down pirates and smugglers (depending on how well funded the Coast Guard predecessors were at the time).
I’m guessing Archon’s jurisdiction is pretty carefully defined (given that it seems to be “super humans, the supernatural, and anything/anyone extraterrestrial in origin”, that makes for generally easy definitions – right up till you have to deal with Alari born on Earth, but still in possession of alien tech). DaveB has all the literary room he needs to have loopholes in that jurisdiction he wants.
Yep.
Posse Comitatus is specifically written to only cover the Army and Air Force (which used to be part of the Army).
Navy regs cover the Navy and Marines for this. In theory, it’s easier to change the Navy regs than the law, but it isn’t something that is going to be done any time soon.
Coast Guard and Space Force are specifically EXCLUDED from Posse Comitatus, because they do have law enforcement powers; Coast Guard has maritime law enforcement powers, and Space Force has…. “space law” enforcement powers.
Yeah. That’s a thing.
So it wouldn’t be beyond all reason, in this ~fictional~ universe, that there would be a further exception for Archon, to cover “super law” related enforcement powers. Which, you know, was covered in #146-#147.
The National Guard are also technically Military and Law Enforcement. Which I’d imagine ARCHON would have a similar setup too.
Funniest thing I have ever seen in my life-
Drunk idiot in a boat throwing fireworks into the water next to a federal courthouse dock in Boston Harbor. When he ignored a cop asking him to stop, the cop called for backup and MAN did it show up.
Boston harbor patrol baot
Federal Marshals boat
Massachussetts States Police boat
THEN 2 Coast Guard RIB (Rigid Inflatable Boats)
They forced the guy to the dock after a bit of a chase where he was throwing things into the water. At that point, the cops all said ‘We didn’t actually see anything, we have no probable cause.’ Coast Guardsmen goes ‘We don’t NEED no stinkin’ probable cause!’
Drunk idiot tries to run away on a dock filled with cops and Coast guardsmen. He gets ONE step before he is tackled and taken tot he ground. In the process of him being restrained, a packet of white powder falls out of his pocket. On a federal courthouse dock. Coast Guard tear his boat literally apart.
They find-
1) An unregistered handgun
2) A sizable bag of Cannibis
3) Open containers of alcohol (NOT in Boston Harbor you don’t!)
They do NOT find any fireworks. Apparently, he threw them overboard when he was being chased. Didn’t matter, between resisting arrest and all the crap he had on his person, he was in deep trouble even before it was brought up that he was on federal land.
Posse Comitatus was enacted for several reasons, some good, some bad. It does not and never has applied to the Coast Guard!
This belongs on https://www.reddit.com/r/WinStupidPrizes/
The Posse Comitatus Act is one of those things that gets arm-chair lawyers is quite the dither.
First, the act was not passed until the end of reconstruction. It was an act to limit federal power over the states–most specifically, to allow the so-called “Redeemers” to turn back the clock a bit and remind the previously enslaved of their place. It was never about individual liberty, quite the opposite, in fact.
Second, the act originally covered only the Army. It was amended in 1956 to include the Air Force. Note that the Air Force was made a separate branch in 1947, so unless and until another amendment is passed, it does not apply to ARCHON. Moreover, according to wikipedia, not only does the act not apply to the Coast Guard or the US Space Force, but part of the reason to create the Space Force was that it would not be under the Act. Also, that a Secretary of the Defense directive in 2013 made the act apply to Navy and Marines. Previously, they had their own internal rules to the same effect.
Finally, as mentioned else this has beendefinitively answered in-comic.
I remember this being addressed during the press conference (exposition hell) during the beginning of the comic. I cannot remember how thoroughly it was covered however.
Posse comitatus was covered at the start.
Only army and airforce qre specifically mentioned. Other branches then took rules to the same effect.
Archon didn’t
I think you’re referring to Executive Order 13058 (1997), which is entitled “Protecting Federal Employees and the Public to Exposure to Tobacco Smoke in the Federal Workplace.”
1) While that order is for all interior space owned, rented, or leased by the Executive Branch of the Federal Government, I don’t think it covers military – just civilian executive branch buildings. Technically, Archon is not civilian – it’s military.
2) There are a number of exceptions under 13058 sec 2. Since there are nine different exceptions taking up a lot of text, I’ll just show you the executive order instead (one of which could apply to a private office with no one else in it)
https://www.govinfo.gov/content/pkg/WCPD-1997-08-18/pdf/WCPD-1997-08-18-Pg1224.pdf
3) The executive order is for areas where the public or public employees have access.
4) No one else is in her office. Makes it hard for anyone to show cause to use that Executive Order against her, even if the other things I mentioned were not true.
1) That’s an executive order, not a law. Thus, any president can end or amend it. We have no idea if Clinton established it in the GrrlVerse or if any other president altered it.
2) “The head of any agency may establish limited and narrow exceptions that are necessary to accomplish agency missions.”
Wanna bet who gets to phrase the “necessary” exceptions for Arc?
“2) “The head of any agency may establish limited and narrow exceptions that are necessary to accomplish agency missions.””
I forgot to mention that one in my list, although it’s part of the ‘exceptions’ in 13058 sec 2 :) But was important enough to add to the list. Good catch.
Plus Archon has smoked cigars before among the heads of the different staff, including the General. Remember, when they were deciding on whether to give Sydney an offer to work for Archon?
https://www.grrlpowercomic.com/archives/comic/grrl-power-113-secret-meetings-in-smoky-wood-paneled-rooms/
https://www.grrlpowercomic.com/archives/comic/grrl-power-114-merchandising-gives-her-the-vapors/
It was very satisfying. Ogasmic even.
It was for Arianna anyway. A lot of people tend to light up a smoke right afterward, so it does seem likely.
Every episode of Boston Legal ended with a glass of single malt whiskey and a cigar being smoked by Denny Crane and Alan Shore (played by William Shatner and James Spader). :)
Also one episode of Stargate Atlantis ended that way after a successful court victory on an alien planet by Lt. Colonel Sheppard and Richard Woolsey (played by Joe Flanigan and he who is forever ‘The Doctor’ on Voyager, Robert Picardo).
With Heatwave around, nobody’s paying much attention to smoke detectors anyway.
I see a new career for HW coming right up – after her rehab…
I find it interesting that she has a career background in law, makes sense ofcourse.
Well that’s what you get for using government-reulated contracts for magicqa powers
Coming out of wraith form looks… unpleasant.
I recently worked on a story about a guy in Hell whose flesh would be turned into a ghostly state and those parts eaten by demons, and his flesh meld back and repair the area after. I wrote it a numb feeling unpleasant but ultimately impossible to describe properly with a human frame of mind context.
Being unceremoniously forced out wraith form probably is. Not to mention losing all of her other powers probably wouldn’t have felt pleasant. When you riding a super-powered adrenaline high, losing those powers is the ultimate crash.
Shouldn’t she be missing a tooth?
Everyone noticed the teeth but nobody noticed Concretia nude with no ghost clothes, like Henchwench, for this page and the last, despite appearing with ghost clothing when she hit HW in the boob.
…alright, we noticed, we just didn’t want Dave to correct it
Maybe she did file everything normally but the found out henchwench was still active and needed to be ‘served’ the form to seal the deal?
Ka-golem is a magnificent sound. Also, I hope Hench-wench returns. She’s magnificent.
Yes, I love every time he throws in a “The Wotch” reference. I really wish that comic would come out of it’s pretty much never ending hiatus.
Bwahahahaa! Arianna took down a supervillain OVER THE PHONE. With her shoes off!
Oh GOSH that second to last panel is adorable!
Keep depowered HenchWench around for silly antics and appealing stockings!
Behold the Power of Attorney!
Told ya there was nothing wrong with the contract itself!
Ari must be use to pulling shit out of her arse to have pulled that off so quickly
I should think that’s pretty much her core skill set, if she is Lead Counsel for a bunch of maniacs like Archon
You don’t need much to ass pull when you can simply say “This contract is null, pending court review.”
There might still be some flaws, but Arianna went for the big option when there wasn’t an immediately exploitable issue. Not as elegant perhaps, but less likely to be countered (as we’ve seen Henchy has covered her bases on several fronts).
There is a lot wrong with that contract, folks signing under duress is just one of them. No you can not sign a power of attorney under duress either. Makes a that void at the outset, having not actually read the whole thing that is just the most glaring legal problem with it. Doesn’t help that the folks signing it that weren’t under duress and we don’t know if they weren’t being pushed into signing this pos. She may have written lots of contracts for attorney’s but she isn’t one, so she doesn’t know all the little legal loop holes she can run into that will blow it up in her face.
There’s sooooooooooo much wrong with the contract actually. Arianna’s being extremely generous by just calling it ‘ethical grounds’:)
Yes, illegal contracts made where you have to agree to be fired, where one of the members is being held hostage and clearly under duress, where the LLC is entirely made in order to engage in illegal activities, would be quite a few ‘ethical grounds.’ :)
Did you miss the part where Ari praised Henchie for the contract? And only regretted it was for Evil Porpoises?
Something can be designed with no good intent, and yet still be designed and carried out well. Just look at how many high-up military figures have been very publicly admiring of particular bits of kit that the other side has, while at the same time trying to destroy as much of it as possible. Arianna’s in that sort of situation: she can appreciate the fine craftsmanship, even as she comprehensively breaks it apart.
Yes exactly. I might be able to design blueprints for a really awesome looking house on paper, but I can still have no clue on how to actually build the thing in practice. :)
She praised its deviousness. It’s not in any way a competently written contract though.
Like I said, Arianna is being generous to say there are problems ‘on ethical grounds’ since the ‘ethical grounds’ are the many unconscionable clauses (like requiring yourself to agree on being fired in order to be fired), the nature of the LLC being made for an illegal purpose, making it an illegal contract, and the inclusion of one of the members being a hostage being tortured in order to make her sign.
Probably the most competent thing about HW’s LLC Agreement is that she picked incredibly stupid people to sign it without reading it. Which says more about their stupidity than her competence, regardless of the devious nature of the contract.
It ‘could’ have been written just as deviously but also competently by…. lets see….
1) Not having Concretia as one of the LLC members
2) Having a FRIEND of yours who would never betray you be the manager, not yourself. It’s easier to get away with that clause if someone ELSE is the manager.
Still, the biggest problem is that the LLC is being used as part of a criminal enterprise and I don’t see any way to get past THAT, since the Secretary of State of New York would still have to sign off on it, and if they say it’s for a purpose other than its intended purpose, they’d have lied when doing the filing, which itself is a reason to dissolve the LLC as well. :)
Your (2) would have been a VERY smart move.
“Yes, as soon as the LLC manager confirms the firing, I guess I will be unemployed. You should get right on to contacting them. Last I heard they were in Aruba. In the meantime, I have vacation time saved up, and I guess I don’t really have to defend you guys any more, so I’ll see you later.”
(HW in ghost form burrows under ground then starts using flight directly away while concealed in the concrete.)
Uh….head counsel, not head council. Tho that would make a nice name for the latrine cleaning crew on a ship.
Or the writers on an porn set.
Frankly, If I was to edit something here, it would be a more eldrich scream from HW. I’m no lawyer, I hate burocracy, so I cant say much about it.
I also hate bureaucracies because they can all too easily gain too much power through unlawful means. But I’ve also found that even ordinary people should also learn what the laws are, if for no other reason, to be capable of defending themselves from such a over-extensive bureaucracy.
It’s more or less a matter of “know thine enemy,” as a rule-of-thumb.
And watch, in further months, as SmugD has a ‘chat’ with the NYSoS who then decides there is nothing ethically wrong with the contract and Henchie’s L.L.C. is legally protected (and now bound to him)
Still feel that, as smart as Henchie is, she shoulda filed it off-shore (or at least not in her own state), but… the fight had to end somehow
IANAL, but pretty sure LLCs have to be filed in the jurisdiction you’re doing business in.
Yep. Otherwise the LLC agreement is not an LLC agreement if it’s not filed in the state in which you are doing business. Even if you do business in mutiple states, you have to first file in a home state. You can’t file outside of the US and still do business as an LLC in the United States without filing in at least one state (the state where your business’s primary operations are located).
Is that accurate? You do have to file in each state, and you have to have a legal representative in each state you want to have business in, for service of process, thus establishing personal jurisdiction in that state.
However, I don’t know of any requirement that the “foreign” (ie out-of-state) entity filing with the SoS has to be an entity formed within a US state.
Yep, what I said is accurate. You have to file in one ‘home state’ – but that home state has to be where you do the majority of business of the LLC. Then to do business in other states, you have to complete what’s called a foreign LLC registration. It’s different than the LLC operating agreement. You’ll also have to present that Certificate of Authority from your Home State LLC filing to any other state you do business in before you can do business in that state.
But for simplicity’s sake, and since Arianna did outright say it, HW clearly filed in New York as the home state.
Couldn’t they work around this by buying an LLC.
Let me elaborate:
imagine they have a moderate amount of resources and there is somewhere a moderately sized LLC that is on or over the edge of bankruptcy, but does a lot of business inside said state. Couldn’t they just buy this LLC and avoid a number of problems.
a. It has been founded for a purpose it still fulfills the bosses just do evil side jobs
b. It still does the majority of it’s business in it’s home state
Building your own multinational might also work, but that requires probably somebody who understands business, which is obviously not the case here.
I’m not sure what you mean by ‘buying an LLC.’
You mean buying the business? That doesn’t get you around anything. If you buy an LLC, the LLC Operating Agreement still has to be filed in a home state where you do the majority of your business, and file foreign LLC registrations in every other state in which you’re wanting to do business. It doesn’t ‘work around’ any of the problems. Not to mention an LLC means there are multiple owners. You don’t just ‘buy the entire LLC’ – you buy into an LLC, or buy other LLC member’s shares in the LLC, and then they have to sell you those shares, meaning they’re no longer in the LLC.
For example, let say I, a person with no powers, wants to, as you put it, ‘buy the LLC.’ I go to Brut and Flygirl and say ‘I will pay you X amount of money for your ownership share in the LLC (not going to include Concretia because i’m trying to keep this a little logical and my mind can’t handle taking seriously the idea of buying an ownership stake of an LLC from someone who’s being held hostage and being forced to be an owner in the first place).
Anyway, once I buy Brut and flygirl’s shares, they are no longer in the LLC… and Hench Wench no longer has their powers. However, there are usually clauses written in an operating agreement about who has the first right to buy the ownership stake. Usually the other LLC members get ‘first crack,’ a right of first refusal basically, at buying out the other LLC members before they can let an outsider buy into the LLC.
So I’m not really sure what you’re suggesting. Maybe I’m missing something on what you’re trying to ask?
Okay, on quick review, it sounds like you are describing the common practice, which is a “should” or “usually do” rather than a “shall”.
QUOTE FROM https://harrisbricken.com/blog/business-united-states-overview-foreign-companies/
A foreign company is not required to conduct business in the US through a US entity and could instead open a branch office. Doing so, however, is generally not advised for tax and liability reasons. A branch office, unlike a subsidiary, is not a separate legal entity of the parent company. (… snipped list of the resulting tax and legal effects…) Accordingly, foreign businesses coming to the US do not generally elect to open a branch office unless specifically advised to do so by a US attorney.
END QUOTE
So, in this case, a foreign-country corporation doesn’t have to have a home office in one particular state, but that’s the most common practice.
One of the Prime Maxims in American Law is that no one can be compelled to commit a crime; Laws & Statutes are specifically worded to reflect this general statement as a valid description. Any contract or agreement that does so is null & void, with no other effect. The Uniform Commercial Code makes that clear, in its defining what constitutes a legally enforcible contract.
Just want to mention that the UCC doesnt cover employment contracts or LLC operating agreements – it covers commercial sales contracts (ie, sale of goods, leasing of goods, negotiable instruments, banking transactions, investment securities, title of goods, secured transactions, etc). Mostly as guidelines that state can choose to use or ignore in favor of common law or other state statutes.
See, clearly what’s going to happen is Henchie is gonna get out on Bail, Deus is gonna take her to DeusLand, and she’s gonna enter into a NEW contract (fully legal as recognized by the ruling head of state) wherein she’s working for a bunch of his goons (and himself, of course)- possibly including his maid.
Beware the powers of a federally mandated legal officer I suppose. Its also why you _never_ mess with a judge in their own court,they’ll have you in prison at days end.
Still reminded of the LARP character I made with very high Legal skill AND status. It was pretty good when I could get people out of trouble, but some folks found out what happens when you piss off the county DA…
“Wait… What do you mean our headquarters is scheduled for demolition..?”
A county DA would have zero ability to do that. (Legally.)
On the other hand, she could identify and prosecute willful code violations, lack of permits, and so on, and require the team to THEMSELVES demolish any modifications to the headquarters made in violation of code and without proper permits and inspections.
Judges can, and have been, struck off for pulling shit like that
You oughta read about Judge Roy Bean, the Law West Of The Pecos.
Yeah? And how did he end?
Credits rolled.
By the power of Graysku… i mean… Rules and Legislations, book 3, paragraph 73, line 6 sub B, i hereby command you to stand down and behave like a decent person!
and today we have come full circle ….. how do you get rid of a OP villain’s advantage …. a good lawyering ….. press L for KopyKraut
Never before has a lame plot wrap-up been called so accurately.
She was screwed already. Arianna was nice enough to give her a heads up before stripping HW of her powers.
Yeah, everything suggests her powers are bound to strict legal reality, not perception. Arianna could have done this without making a call at all, it just would have been less interesting. (And, as a practical note, been very likely to get her killed if she suddenly lost powers without warning)
Agreed. Plus its more fun to watch their face …
I hope that you’re not suggesting that there is anything unrealistic about this webcomic.
—
We may observe that supers have, in addition to godlike bodyforms, the innate ability to carry on long conversations in between punches. This is valuable clue to the aspect of the thaumion that results in Earth’s excess of supers to begin with.
Talking is always a free action.
Legal counsel. Town council
I’m pretty sure “enacting” is something legislatures do. Maybe you meant “employing”?
Maybe it was mentioned already, but Henchwench feels a lot like an evil Halo. Hyper-active, a wide collection of abilities, and inventive use of such.
No way would an American court have jurisdiction over a galactic contract.
Well being as it was filed here. Yeah, yeah they do. And the court that has the most juice with it in this case is apparently NY. Lots of good reasons to file there I guess. IF I were to do similar there are better states to do it though. For tax purposes and legal / ethical rules with more. How to say it. ‘Wiggle room’.
Actually …. yes they could. It’s a question of venue. If the contract took place on American soil, with at least one American, then we can argue that it’s an American venue. ESPECIALLY since it’s easier for an alien to come to the USA than it is for an American to go to galactic court.
Also not to mention, like I’ve said previously, the galactic Council has no authority over people who are not within the galactic federation or whatever sort of overarching government the galaxy has in the first place. Earth does not have a say in the galactic government, so the galactic government should not have power over Earth. Especially over the United States (and any other country that fought a revolutionary war against another country that officially ruled it), considering we fought a revolutionary war to NOT have that sort of thing happen to us in the first place.
Maybe the whole thing works because Henchwench believes it does so the only person Arianna needs to convince is Henchwench
So. One might guess that Arianna is possibly related to a disgraced former Army Special Forces Colonel who was arrested with his team for a crime they didn’t commit.
I mean, she obviously loves it when a plan come together. :)
Sometimes a cigar is just a cigar.
And you guys called me crazy for saying that they could simply have the legal system nullify the contract.
My favorite part of his whole thing is all the people who are not lawyers trying to sound lawyery about legalese in a world with super heroes.
In the real world, not that it really matters, federal agents like Max have broad powers to do exactly what Arianna did, suspend a thing until it can be reviewed. Max could also have seized all of the LLC’s assets, effectively dissolving the LLC for legal purposes pending a hearing.
Also in the real world the kind of circular contract language Hench Wench used isn’t valid, b/c she isn’t an officer and so can’t make decisions of the officers, who are legally responsible for the actions of the LLC, subject to her veto unless she is also an officer which I assume would do something weird to her powers.
Finally if an LLC is formed with the purpose of criminal enterprise, which this was, all protections, including contracts signed, revert to individuals and carry no force, including employment contracts. So legally, from the front, Hech Wench’s powers should only work for legal corporations and when she breaks the law she loses the protections of any contract she might have signed with the corporation.
Which is a really long way of saying it was a brilliant bit and quit over analyzing it.
To be fair, Max WAS having a bit of a hard time stopping the crazy girl. Did she have time to think about legal stuff?
Add to that, most Colonels I have known knew a bit about the law, but they didn’t generally have time to go into much detail unless it was needed for whatever they were doing. They usually had staff for finding out such things.
So, while Max holds the evil and insanely powerful hench person’s undivided attention, the staff swoop in to save the day.
I DO love that Arianna saved the day in her stockings.
If Max seized the LLC’s assets, and HenchWench somehow had wrangled herself as an Asset there… would that have given HW all of Maxima’s powers?
No, because we’ve had direct confirmation from DaveB himself that, for whatever reason, she can only copy the powers of other villains. It’s arguably a stretch to call Concretia a villain, but no amount of Silly Putty is stretchy enough to classify Max as one.
{Starts looking up the Arabic for ‘Villain’, to compare against ‘Destroyer of Mosques and Bridges’…}
Arianna legit beat a supervillain. Love it. Also Hench Wench reminds me a lot of Tifa in her looks
Now to have Arianna match wits with a Kodiak bear, like we’ve all been waiting for!
https://www.grrlpowercomic.com/archives/comic/grrl-power-guest-comic-john-troutman/
Ra Ra Ariana!
Susie News needs to give her a special session, for saving the day.
That sounds like a different story altogether…
Isn’t Sydney about due for a level-up? It occurs to me that she may be holding off, because this is her first chance to let Krona study the skill tree at her leisure. Maybe she can give Sydney something like an owner’s manual, or at least a few hints about what some of the unfilled nodes might do, or even what her still unknown orbs might be for. Also, I wonder if either Dabbler or Krona might have some trick that would let Dabbler see what Krona sees. That would likely be very helpful. I sometimes feel like they don’t make as much use of Dabbler’s intelligence as they should. Plus, it would likely be fun for her, and would remind everyone that she is more than just another pretty face/monster crusher extraordinaire.
While it’s always fun to see Sydney climb the skill tree and use (abuse) the new ability, in this fight she merely disabled a slime-spitting mook and helped Cora deal with some non-supers. It’s probably not a lot of XP for her.
A really fun episode, but no one’s getting a level raise except maybe Arianna who’s already pretty high level.
Sydney seems to gain her level-ups when she stretches her abilities with the orbs.
At the press conference she had to fight with the PPO to get it to fire. And she used it for the first time in a significant way, as cutting a tank in half is a bit more impressive than starting a forest fire.
At Wars she used the telepresence orb in a new way, and also did a lot of actual fighting.
On the Alari home world she took greater firepower than she had ever before, assuming that’s what the “crackly” look of her force field was supposed to relay which seems like a safe guess, and she also did piles of real fighting.
Here she hasn’t done much. Uselessly picked up and flew away with the stasis pod to go “hide” it in a city of 8+ million, got her orbs captured and nullified, and whatever we might assume she did in the off-screen assault on the yacht.
Also I’m not sure Sydney is capable of “holding off” on leveling up. She doesn’t appear to have any prior indication that it is going to happen, and at Wars it happened at a very inconvenient and potentially deadly time.
It initially opened automatically when she was in a safe location. She opened it intentionally at another point.
It would be interesting to see her learn to close it without picking a power.
The press conference/powers demonstration was a safe location, sure. But the Wars warehouse (grrl-power-506-square-root-access ) was not. Sydney had just been killed, after all. So clearly it doesn’t only open in a safe situation. The Alari homeworld (grrl-power-659-the-greatest-challenge-upgrading) was also not a safe place, although Sydney had withdrawn a bit before the skill tree opened up, so you could argue that she was safe (for some value of) at the moment. You could also argue that hiding behind a building from something that has demonstrated advanced senses (scanning the Archon team, and especially the orbs) isn’t a safe place.
I do not recall Sydney ever deliberately opening up the skills tree. Can you point to that case?
After Sydney made her high-speed getaway on Alar, she tried spinning the Orbs ‘manually’ to see whether that would trigger the Skills Tree. She wasn’t sure at the time that she did have another point to spend, but was hoping that the Kaiju fight would be enough. It’s not conclusively proven that the Tree would open when prompted if it did not have a point ready to spend, or even that the prompting triggered its opening at all – it may have been automatic on reaching a safer place, and a coincidence that Sydney also tried prompting it at the same time – so a control experiment is still needed.
The Wars warehouse and the first upgrade on Alar were similar situations: Sydney was in a dangerous situation, she got out of that dangerous situation to a safer location, the Skill Tree opened, and then a bit of the dangerous situation that had been following her arrived. Without metaknowledge, the Orbs have no way to tell whether the location is ‘safer’ permanently or only temporarily.
Links: Wars situation and escape, (four pages of discussion before) opening, arrival; Alar situation, escape and opening, arrival.
The roof was safe when the skilltree *opened* there, at least until Sciona’s golem/bot arrived (a handful of minutes?). It was also at least relatively safe when it opened by itself on Alar, while she was hiding behind a building away from Squidward’s search efforts and had a need to upgrade.
She did open it deliberately after the 2nd kaiju battle, after fleeing to the far side of the planet. Perhaps not in the intended / optimal manner, which remains to be seen, but it was definitely intentional.
Actually this reminds me, now that Sydney knows how to open the skilltree at will (which may require having a point to spend?) we are way overdue for Krona to have a go at transcribing it and maybe even hacking at it a bit. Which would either go fantastically or cause reality to implode, but seems like she could safely add some points for Sydney to spend.
Literally no one involved would let Krona attempt that. Not Halo, not Krona, not Max or Dabbler, not any adult within a mile of the situation.
Halo’s skilltree is every bit as powerful as Krona’s power, and must have defenses against tampering. If Krona wanted to provide opponents for Sydney to grind on, that would probably be safe. Any other combination of those powers is likely to result in Bad Things(TM)
Oh, nice! I did not recall that at all. Yes, seems deliberate to me also.
I don’t call either of those locations safe.
At Wars, Sydney had just died. And the orbs seem to be well aware of this, given that she gained the skill point despite the timey-wimey-reset of events that wiped out her learning to teleport. Sydney herself seems to have transcended the time reset by retaining that knowledge.
And on Alar, as I mentioned above hiding behind a building from an eldritch horror that has already demonstrated advanced scanning abilities doesn’t make you safe.
If you want to define ‘safe’ as ‘not currently engaged in combat’ I suppose you could continue to argue for those situations being safe. Seems a bit sketchy to me, but then I’m a doctor not a Nth tech Maytag man.
If you don’t call those situations ‘safe’, would you mind outlining what you would? Without relying on metaknowledge that’s visible to the author/reader but not to the Orbs in-universe, please.
You’re correct that, at Wars, Sydney had just been save-pointed after dying. Had, past tense. She then had several pages worth of discussion with the rest of Team X-Ray before Maxima called round for reports, and only then did the Skill Tree activate.
On Alar, the reader knows that the Kaiju is still hunting Sydney with reconnaisance-by-fire, but the Orbs don’t have that metaknowledge. As far as they can tell from their limited perspective, Sydney has shaken off the aggro and the Kaiju has moved on to other prey.
Even when the Kaiju does manage to throw shrapnel at Sydney, there’s no on-page evidence that it did so knowingly. The fact that it’s shooting up other parts of the city suggests that it has not been able to track her, and does not have the capability to ‘advanced scan’ through cover. If it was able to pinpoint her through the building, would it not have shot her directly through the building? Instead, it’s walking fire across swathes of the city, and gets lucky with some forward-scattered shrapnel.
DING DING DING. This round goes to Arianna.
Well it seems that Hench wench powers are somehow based around her understanding of the legal code. Too bad she didn’t try and get it filed internationally
Would be amusing if she actually reforms, does find work as a paralegal, and then randomly one day, she gains super powers, working for someone apparently random.
Honestly that’s probably how she discovered her powers in the first place. One of the people she was working for was probably a super villain in Disguise and suddenly she had his powers them he gets busted and she loses the powers and realizes that she gets the power to the people that hire her if they have powers in the first place
Minor nitpick – I believe Ariana would be Head *Counsel*.
Now, in reality, that would be someone other than Ariana, simply because she has more than enough on her plate with the PR and marketing side of things. But, eh, comic book logic, same with how every scientist is good at everything and not hyperfocused on a single aspect of one field.
(Also, I wonder if the Evil LLC folks could have just fired people to selectively remove HenchWench’s powers. I’m also curious as to how a person held in slavery – which is kinda illegal – could count as an employee of said LLC.)
It couldn’t. That’s probably one of the many ‘ethical grounds’ that Arianna was talking about. Although again, it wouldnt actually be ‘ethical grounds’ so much as ‘an illegal contract’ or ‘a contract enforcing illegal activities, which is void.’
That’s more of a mouthful though to say I suppose.
I’d say it’s fair to use the words “ethical grounds” when discussing the suspension of an unconscionable contract made for illegal purposes, including an aspect having one party who was kidnapped and extorted to join the contract.
“On public policy grounds” would also be a fair statement, but let’s face it, Arianna didn’t need to use any particular words.
“I’d say it’s fair to use the words “ethical grounds” when discussing the suspension of an unconscionable contract made for illegal purposes”
Yes but since in the context it was being presented as Arianna doing the cancelling of the llc agreement it doesnt look particularly constitutional that way. I admit that she could just be saying ‘ethical grounds’ as shorthand for ‘a contract made for illegal purposes’ though. It’s not like HW would know the difference. :)
“”On public policy grounds” would also be a fair statement”
That’s true as well. Completely agree with you. There IS a concept in contract law called the doctrine of public policy, and it can be used to decide if a rule should be allowed to be applied to a specific dispute. In this case, HW’s clauses really shouldnt be allowed because they would be a mess of the point of an LLC agreement, or of establishing a business in the first place. But again, really should be a judge saying something like that, which was my main point that I mentioned elsewhere.
+1
Nice smile, but shouldn’t she be missing a few teeth?
Clunk!
And there you have it why NO ONE should mess with the law except the lawyers.
And even lawyers rarely know exactly what they’re doing, or why it works…just that it does! lol