Bode & Grenier, LLP v. Carroll Knight
420 U.S. App. D.C. 313
| D.C. Cir. | 2015Background
- Bode & Grenier (D.C. law firm) represented three Michigan companies owned by Carroll Knight from 1994–2008; billing was largely oral until 2007.
- After a 2005 Toledo petroleum spill, the firm provided extensive regulatory and litigation services; appellants later paid sporadically and then stopped.
- On August 7, 2007, parties executed: a Retention Letter (governing future services), a $300,000 Promissory Note, and a Confession of Judgment allowing immediate judgment on the Note upon default.
- Appellants defaulted; the firm entered the Confession in Michigan on May 2, 2008 and obtained a $302,500 judgment ex parte.
- The firm then sued in D.C. federal court for $75,105.97 in unpaid fees under the Retention Letter; after litigation, the district court awarded $70,000 on breach plus $269,585.19 in attorney’s fees. Appellants appealed.
Issues
| Issue | Plaintiff's Argument (Bode & Grenier) | Defendant's Argument (Knight) | Held |
|---|---|---|---|
| Whether Michigan Confession of Judgment precludes the federal suit (res judicata) | Confession resolves debt; bars later suit on related fee claims | Confession was limited to the Promissory Note and did not preclude separate claims under the Retention Letter | Confession did not have preclusive effect; res judicata inapplicable |
| Denial of leave to amend answer to add defenses based on "Litigation Committee" | N/A (plaintiff opposed reopening) | Late amendment alleged failure of consideration and condition precedent tied to Litigation Committee approval | Denial affirmed as abuse of discretion not shown; amendment unduly delayed and prejudicial |
| Whether Litigation Committee clause was a condition precedent excusing recovery | N/A | Trial court erred in not deciding that the committee’s approval was required | Not reviewed on appeal—issue not decided below and therefore not reached |
| Choice of law and recoverability/limit of attorney’s fees (whether Michigan law governs and caps fees) | Retention Letter is separate; D.C. law applies; recoverable under its fee clause | Note’s Michigan choice-of-law and 15% fee cap should govern/limit recovery | Retention Letter did not incorporate Note’s clauses; D.C. law applies; fees recoverable under Retention Letter |
Key Cases Cited
- Aka v. Washington Hosp. Ctr., 156 F.3d 1284 (D.C. Cir.) (summary judgment standard)
- Thomas v. Washington Gas Light Co., 448 U.S. 261 (U.S. Supreme Court) (Full Faith and Credit / §1738 principles)
- Gordon v. Heller, 260 N.W. 156 (Mich. 1935) (Michigan treatment of confessions of judgment as ex parte)
- Adair v. State, 680 N.W.2d 386 (Mich. 2004) (Michigan res judicata framework)
- Foman v. Davis, 371 U.S. 178 (U.S. Supreme Court) (standards for leave to amend pleadings)
- Firestone v. Firestone, 76 F.3d 1205 (D.C. Cir.) (abuse-of-discretion review of denial to amend)
- Elkins v. District of Columbia, 690 F.3d 554 (D.C. Cir.) (undue delay in seeking leave to amend can justify denial)