281 So.3d 942
Miss. Ct. App.2019Background
- In 2008 Lee House Burford signed a written personal-services fee agreement with attorney Barry C. Blackburn providing $265,000 payable from Burford’s estate for estate-planning work and administration after Burford’s death.
- Blackburn performed services for several years, then conveyed his firm into a trust and later died; Blackburn’s firm managers (Richards and Archer) probated Blackburn’s will and filed a claim against Burford’s estate for the contracted $265,000.
- Burford died in 2015; Walter Freeman, as executor, objected to the Firm’s probate claim. The Firm conceded Blackburn did not complete formal administration before his death.
- The Tate County Chancery Court found Blackburn’s death made personal performance impossible, cancelled the contract, and awarded the Firm quantum meruit compensation based on 36 hours of documented work at $250/hour ($9,000).
- The Firm appealed, arguing (1) the contract should be enforced as written against the estate, (2) quantum meruit recovery (if any) should reflect the contract amount, and (3) contractual attorney’s-fee provisions should apply.
- The Court of Appeals affirmed: the contract was a personal-services agreement terminated by the attorney’s death; quantum meruit recovery was proper and the chancery court’s factual findings (36 hours at $250/hour) were not manifestly erroneous. A concurring opinion also held the fee agreement was unreasonable and therefore unenforceable.
Issues
| Issue | Plaintiff's Argument (Firm) | Defendant's Argument (Executor) | Held |
|---|---|---|---|
| Whether the written fee contract is enforceable against Burford’s estate for $265,000 | Contract is valid, binding on successors and assigns, and payable from the estate | Contract was a personal-services contract tied to Blackburn; his death made full performance impossible; alternatively, fee unreasonable | Contract terminated by Blackburn’s death; cannot be enforced to collect $265,000 |
| Whether the Firm may recover under quantum meruit | If contract cancelled, Firm is still entitled to recover value of services (potentially more than chancery award) | Firm performed some services but recovery should be limited to reasonable value proved at trial | Quantum meruit recovery was appropriate; chancery court’s award ($9,000) affirmed as not manifestly erroneous |
| Proper measure of recovery (contract amount vs. quantum meruit hourly/percentage) | Recovery should reflect contract terms or a percentage basis used elsewhere | Contract didn’t authorize a percentage; court will not rewrite contract; recovery limited to proven reasonable value | Court will not supply a percentage clause; award must be based on proven reasonable value under quantum meruit |
| Whether the fee agreement is invalid as an unreasonable/excessive fee | Fee was agreed to by client and should be enforced | Fee ($265,000) is excessive compared to services proved; unenforceable as unreasonable | Concurring opinion: fee agreement is invalid as unreasonable; chancery court judgment can also be affirmed on that ground |
Key Cases Cited
- Miller v. Parker McCurly Properties LLC, 36 So. 3d 1234 (Miss. 2010) (illness or death of promisor excuses personal-services contracts)
- In re Estate of Fitzner, 881 So. 2d 164 (Miss. 2003) (elements and prerequisites for recovery in quantum meruit)
- Reeves Royalty Co. Ltd. v. ANB Pump Truck Serv., 513 So. 2d 595 (Miss. 1987) (undisputed testimony must be taken as true absent contradictory evidence)
- Fitzpatrick v. Kellner, 193 So. 911 (Miss. 1940) (fee agreement invalid if fee is so excessive as to be oppressive or extortionate)
- Ownby v. Prisock, 138 So. 2d 279 (Miss. 1962) (same principle: unreasonable attorney fee agreements will be held invalid)