Faricy Law Firm, P.A. v. API, Inc. Asbestos Settlement Trust
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Faricy Law Firm, P.A. v. API, Inc. Asbestos Settlement Trust
Opinion of the Court
This case requires us to clarify the proper method for calculating the quantum meruit
Minnesota law prohibits a discharged contingent-fee lawyer from receiving the contingent fee as a contract remedy, instead allowing recovery only of the reasonable value of services under a theory of quantum meruit. See In re Petition for Distribution of Attorney's Fees Between Stowman Law Firm, P.A. ,
FACTS
For 10 years, Faricy represented API Trust and its predecessor, API, in suits against insurance carriers that refused to indemnify API for asbestos-related verdicts and settlements. The insurance carriers claimed that API had exhausted the aggregate limits under their respective *655policies, but Faricy advised API to pursue coverage from the carriers because API's policies had no aggregate limits. Under an agreement providing for payment to Faricy on an hourly-fee basis, API first retained Faricy in 2002 to pursue these asbestos-related insurance-coverage claims. In 2004, Faricy and API entered into a second retainer agreement, which provided for a reduced hourly rate along with a 14% contingency fee. Soon thereafter, API filed for Chapter 11 bankruptcy, leading to the formation of API Trust, which continues to handle the remaining asbestos-related claims and insurance-coverage litigation through its trustee. From 2002 to 2009, Faricy represented API and API Trust on various asbestos-related claims, and API Trust paid Faricy for all work completed before January 2009.
In 2004, while working under the first retainer agreement, Faricy filed an insurance claim on behalf of API Trust with Home Liquidator. The dispute here concerns Faricy's work on the Home Liquidator claim after January 2009.
At API Trust's behest, Faricy and API Trust entered into a third retainer agreement in January 2009; this agreement, which replaced the 2004 agreement, had no hourly fee and a 1/3 contingent fee. The agreement allowed API Trust to terminate Faricy's representation for any reason and stated that, in the event of termination, "the Firm shall be entitled to receive such compensation as determined by Minnesota law under the circumstances of this engagement."
From January 2009 to August 2012, Faricy represented API Trust on the Home Liquidator claim. Faricy's attorneys drafted letters, conducted legal research, and advised and strategized with API Trust concerning settlement negotiations with Home Liquidator.
In June 2012, while Faricy was still representing API Trust, Home Liquidator extended an $11 million settlement offer. On August 31, 2012, API Trust terminated Faricy's representation and requested a bill for the services that Faricy had provided on Home Liquidator and one other matter.
Faricy responded in late September, requesting "33-1/3% of any Insurance Recovery against Home Insurance Company and the Home Liquidator." After receiving this letter, the trustee of API Trust discussed Faricy's request with his colleagues, the API Trust advisor and legal representative, admitting in an email that he thought that Faricy "is entitled to a quantum meruit fee for time spent." The trustee also testified at trial that he would have considered paying Faricy the reasonable value of its services had Faricy actually submitted a bill that reflected that it had "actually done something of value for the trust" and showed the time it had spent on that work. Despite this acknowledgment that Faricy would be entitled to the reasonable value of his services, the trustee did not respond to Faricy's request for the contingent fee because he did not want Faricy to file a lien on the Home Liquidator recovery.
In November 2012, just over two months after API Trust terminated Faricy's representation, API Trust settled the Home Liquidator claim for $21.5 million. Two years later, Faricy learned that Home Liquidator would begin making settlement payments to API Trust. Faricy again wrote to API Trust and requested 1/3 of the payments, based on the 2009 contingent-fee agreement. In December 2014, API Trust informed Faricy for the first time that it did not consider the Home Liquidator claim to be within the scope of the 2009 agreement and that it refused to pay Faricy any amount that reflected the contingent fee or any fee. Although API
*656Trust refused to pay Faricy for any work on the Home Liquidator claim, the trustee received $41,000 for work completed on the Home Liquidator claim.
In June 2015, Faricy filed an attorney's lien under
API Trust contended in district court that the contingent-fee agreement did not cover the work that Faricy did on the Home Liquidator claim, but the district court rejected that argument. The district court found that "Faricy and the trustee [for API Trust] worked together to set the stage for an excellent outcome consistent with the settlement objective that was identified entering the negotiations. Millions of dollars were recovered with the possibility of more in the future." It also found that "the events leading to the settlement between API Trust and the Home Liquidator lead to the reasonable inference that Faricy's work product, advice, and recommended negotiation strategy led to the settlement in significant part ."
To determine the quantum meruit value of Faricy's services, the district court attempted to use two different methods of calculation: (1) the lodestar method, which focuses on evidence of the hours worked, see Specialized Tours, Inc. v. Hagen ,
On appeal, the court of appeals concluded that the district court erred in deciding that Faricy had not provided enough evidence to calculate a quantum meruit fee. Faricy Law Firm, P.A. v. API, Inc. Asbestos Settlement Tr. , A16-1539,
The court of appeals reversed the district court's decision and remanded to the district court to engage in a quantum meruit analysis by applying a set of factors that it listed in the opinion. Id . The court of appeals did not mention consideration of the contingent-fee agreement. See
ANALYSIS
This case concerns the method for calculating an award for the equitable remedy of quantum meruit. We review a district court's decision of whether to award equitable relief for an abuse of discretion. Melrose Gates, LLC v. Moua ,
I.
A discharged attorney may file a lien to recover attorney fees.
This same rule prevents a contingent-fee attorney from recovering the contingent fee under the terms of the contract if the contingency occurred after the client terminated the attorney's representation. See Stowman ,
The discharged attorney is instead entitled to compensation for the reasonable value of the services under the equitable theory of quantum meruit.
Faricy asserts that (1) a district court should be able to consider the contingent-fee agreement when determining the value of the services for a discharged attorney and (2) this consideration could even result in an award equivalent to the contingent-fee amount in some circumstances. API Trust, on the other hand, contends that a court can never consider a contingent-fee agreement when determining quantum meruit because (1) quantum meruit is limited to the "value conferred," which cannot include the contingent-fee agreement and (2) considering a contingent-fee agreement would violate the rule that a discharged contingent-fee attorney cannot recover the contingent fee. See Stowman ,
On three occasions, the court of appeals has provided a set of factors to consider when calculating the quantum meruit value of a discharged attorney's services involving contingent-fee arrangements. Faricy Law Firm ,
We conclude that district courts should use the following factors to determine the quantum meruit value of a discharged contingent-fee attorney's services:
(1) time and labor required;
(2) nature and difficulty of the responsibility assumed;
(3) amount involved and the results obtained;
(4) fees customarily charged for similar legal services;
(5) experience, reputation, and ability of counsel;
(6) fee arrangement existing between counsel and the client;
(7) contributions of others; and
(8) timing of the termination.
We have chosen these factors because they combine considerations that we have previously applied to determine the value of an attorney's services in other contexts with concerns that are specific to the context of a discharged contingent-fee attorney.
The first six factors derive from the considerations for determining the reasonable *659value of legal services owed in the condemnation context. See City of Minnetonka v.Carlson ,
Similarly, these same factors are considered in the lodestar method, which courts use to evaluate the reasonableness of statutory attorney fees. See Minn. Gen. R. Prac. 119; Hagen ,
Although the same six factors are used in both contexts, their function in the condemnation context and when applying the lodestar method is distinct. In the condemnation context, the factors are used to establish the amount of fees, which must be reasonable; whereas, under the lodestar method, the factors are applied to evaluate whether a certain amount is reasonable.
To be sure, this court has not previously applied these six factors in the specific context of a quantum meruit evaluation to determine the reasonable value of services of a discharged contingent-fee attorney. Nonetheless, these six factors include useful measures of the value of the services provided and we have approved of them before to determine "the reasonable value of legal services." Carlson ,
But the first six factors discussed above are not alone sufficient to determine the value conferred upon the client, particularly in situations where the attorney's representation is terminated after substantially contributing to an ultimately successful case. We have thus added two factors: "the contributions of others" and "the timing of the termination." These factors allow the court to measure the value of the services depending on how the timing of the termination related to the ultimate result and whether the discharged attorney added value compared to other contributors to the case. To demonstrate with extreme examples, the value conferred could vary if the client discharges the attorney after one day of representation compared to moments before settlement occurs. Considering the timing of the termination is especially crucial to prevent a client from avoiding a contingent fee when it becomes apparent that the client will recover or reach a successful result. Similarly, the value of the attorney's services would vary if other entities were involved in the case, either before or after the termination, as the court of appeals encountered in L-tryptophan ,
Using a set of factors to guide the calculation of quantum meruit is consistent with the way that district courts make other equitable determinations. We have said that "bright-line rules of any kind are in conflict with the basic principles of equity, which by definition require a court to weigh and balance the equities between the parties." RAM Mut. Ins. Co. v. Rohde ,
Because we have clarified that the calculation of a quantum-meruit award includes considering the "fee arrangement existing between counsel and client," we agree with the court of appeals that a remand is necessary so that the district court may consider the contingent-fee agreement between Faricy and API Trust, in addition to the other relevant factors that we have identified. The fee agreement "is merely one factor, among a host of others that the district court is to consider in awarding reasonable attorney fees." See Green ,
*661Our conclusion lies somewhere between the parties' arguments. That district courts may consider the contingent-fee agreement does not mean that Faricy is automatically entitled to its full contingent fee, which would violate the rule that a discharged contingent-fee attorney cannot recover the contingent fee as a remedy for breach of contract. See Stowman ,
II.
Having addressed Faricy's request to review the quantum meruit calculation, we now turn to API Trust's cross-petition concerning the amount of evidence required to find that a fee is due in quantum meruit. API Trust contends that the court of appeals erred by reversing the district court's decision. See Faricy Law Firm ,
We have now outlined the set of factors to apply when calculating quantum meruit to ensure that district courts engage in an equitable analysis. The district court applied an incomplete set of factors when determining whether Faricy was entitled to quantum meruit without "balanc[ing] the equities of the case." Dakota Cty. HRA ,
Because we have adopted a multi-factor test that differs from the methods that the district court employed, we conclude that a remand is appropriate and we do not decide the issue raised by API Trust. On remand, the district court must apply the factors that we enunciate today to balance the equities and to determine the reasonable value of the services that were provided by Faricy. See
CONCLUSION
For the foregoing reasons, we affirm the decision of the court of appeals as modified.
Affirmed as modified.
THISSEN, J., not having been a member of this court at the time of submission, took no part in the consideration or decision of this case.
*662DISSENT
Literally, quantum meruit means "as much as he or she had earned." A Dictionary of Modern Legal Usage 724 (2d ed. 1995). In the legal context it means "reasonable value of services,"
The district court also recognized that the record supported a conclusion that the trustee did most of the work and thus that the reasonable value of Faricy's work is something less than $41,000.
Minnesota Rule Professional Conduct 1.5 also includes a list of factors used to evaluate whether a lawyer "make[s] an agreement for, charge[s], or collect[s] an unreasonable fee or an unreasonable amount for expenses," similar to the second step in the lodestar test. See Minn. R. Prof. Conduct 1.5. Many of the factors in that rule overlap with the factors we adopt today in the context of determining the reasonable value of services awarded in quantum meruit in contingent-fee arrangements. The substantial overlap shows the utility of the factors that we have chosen. After all, it makes sense that the factors that help a court determine and establish a reasonable fee would be similar to the factors used to evaluate whether an agreed-upon, charged, or collected fee is reasonable.
The dissent focuses on the lack of hours information that Faricy provided as support for the district court's inability "to place a non-speculative value on Faricy's work." But the district court's role was to weigh the equities, which we have now clarified includes considering more factors than the number of hours expended on the case. In addition, the quantum meruit factors set forth today allow the district court to specifically consider the contingent-fee agreement and the timing of the attorney's discharge, factors not captured under the L-tryptophan approach.
Dissenting Opinion
I respectfully dissent. The district court denied Faricy's motion for attorney fees, concluding that "Faricy failed to carry its burden of proving the reasonable value of its work in connection with the Home Liquidator claim no matter what calculation approach is used." The record supports that determination, and I would affirm it.
The majority reaches a different outcome. Specifically, the majority concludes that Faricy is entitled attorney fees under a quantum meruit theory, and it adopts an eight-factor analysis that it contends the district court needs to apply in order to decide Faricy's motion. I do not disagree that quantum meruit could be a basis for recovery in this case, but the district court considered and rejected the theory because Faricy did not offer evidence from which the court could determine fees under this theory.
Despite the fact that "the court implored Faricy to include in its post-trial submission a contingent-fee alternative based upon quantum meruit ... Faricy provided no evidence and no alternative -only a vigorous argument in favor of a contingent fee and a contingent fee alone." Based on Faricy's decision to support only a contingency-fee theory of recovery, the district court determined that it had "a grossly inadequate factual basis for an award of quantum meruit fees." Consequently, the court had to deny Faricy's motion for fees. My review of the record confirms that the district court was correct.
The thrust of Faricy's argument at the district court was simply that Faricy was entitled to the contingency fee, and Faricy presented the original contingency fee amount to the district court. Faricy also offered some information about some of the hours it claimed to have worked, but Faricy did not separate its hours by case so there was no way for the district court to determine whether these hours were in fact spent on the Home Liquidator claim. Moreover, Faricy did not contend or prove that the hours submitted were a representative estimate of time and labor spent on the Home Liquidator claim, and Faricy did not even provide the court with its customary rate for similar legal services. Faricy also did not submit any specific evidence regarding its cost investment, the difficulty of the responsibility assumed, or expert testimony as to the value of Faricy's experience, reputation, and quality of representation.
Based on this record, the district court determined it would be impossible to assess the reasonable value of services and so, at the close of evidence, implored Faricy to present further evidence. Faricy did not comply. Faricy, instead, continued to ask the court to simply award it the contingency fee amount. Consequently, after considering quantum meruit and attempting to apply the multifactor test from In re L-tryptophan Cases ,
The majority concludes that the district court erred because the court did not "weigh the equities." But the majority does not disagree that recovery under quantum-meruit is limited to the "reasonable value" of services provided. See supra at 657 ("The discharged attorney is instead entitled to compensation for the reasonable value of the services under the equitable *663theory of quantum meruit."). Even if the equities weighed in favor of Faricy, there is still an absence of proof on the fundamental element of the claim-reasonable value of services provided.
The majority slides by the evidentiary vacuum and remands the case "[b]ecause we have adopted a multi-factor test that differs from that the district court applied." But the district court already engaged in a multi-factor analysis, considered the quantum meruit theory and denied recovery on that basis due to insufficient proof of the value of services provided. While the additional factors provided by the majority's new test may provide some insight into the appropriate value of Faricy's services, the insufficient factual evidence will still make it impossible for the district court to place a non-speculative value on Faricy's work.
I also disagree with the majority's invitation that the district court should give Faricy a second bite at the apple by reopening the record. Faricy made a strategic choice to support only a contingent-fee theory as the basis for its attorney fees motion. That choice dictates the result. See, e.g. , United States v. Griffin ,
Dissenting Opinion
I join in the dissent of Chief Justice Gildea.
Reference
- Full Case Name
- FARICY LAW FIRM, P.A., Appellant/Cross-Respondent v. API, INC. ASBESTOS SETTLEMENT TRUST, Respondent/Cross-Appellant.
- Cited By
- 5 cases
- Status
- Published