Xingkui Guo v. Woods & Woods, PP, M2016-01435-COA-R3-CV

Guo hired Woods & Woods under a written engagement letter (June 15, 2014), paying a $7,000 flat set fee that the contract stated was “earned upon payment,” plus a 33% contingent fee on recovery less the set fee.
Dispute arose when attorney Allen Woods refused to depose two third‑party witnesses after interviews, advising that doing so would be unethical; Guo insisted and Woods withdrew.
Guo sued the firm in general sessions for breach of contract; judgment for Guo ($2,275) was entered and Guo appealed to circuit court; the firm answered and asserted quantum meruit offset.
At the bench trial, the court found Woods had “justifiable reasons” to refuse the depositions (believing compliance would violate professional conduct rules), found the firm’s claimed 20.4 hours “overblown,” and awarded Guo $3,500.
On appeal, the firm argued the trial court erred by (1) failing to grant summary judgment/dismiss for procedural failures, (2) entering judgment without finding breach, and (3) miscalculating damages; Guo’s pro se briefs were deficient and the firm argued contractual fee provisions controlled.
The Court of Appeals reversed: it concluded Guo waived many appellate arguments by noncompliance with briefing rules, and—critically—found the trial court’s factual finding that Woods had justifiable reasons to refuse the depositions was inconsistent with awarding Guo any refund because the contract made the $7,000 nonrefundable and the fee was reasonable given the work.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Appellate waiver/pro se brief adequacy	Guo contended trial was unfair and court erred in fee award	Firm argued Guo’s briefs violated Tenn. R. App. P. 27 and waived issues	Court held Guo’s briefing failed Rule 27 and waived appellate arguments; appeal dismissed as to those claims
Whether firm breached engagement by withdrawing	Guo argued withdrawal breached contract entitling refund	Firm argued withdrawal was justified by ethical concerns and contract allowed termination for good cause	Court found Woods had justifiable reasons to refuse depositions, implying no breach
Enforceability of nonrefundable set fee ($7,000)	Guo sought return/partial return of set fee	Firm argued contract made the set fee “earned upon payment” and enforceable	Court held the written engagement made the $7,000 earned and enforceable; Guo not entitled to refund
Reasonableness of fee / quantum meruit offset	Guo argued hours claimed were exaggerated and fee excessive	Firm produced time summary (20.4 hrs) and testimony supporting fee and effort; firm cited local market and client’s agreement	Court found evidence supported the firm’s hours and that the $7,000 fee was reasonable; reversed $3,500 award

Murray v. Miracle, 457 S.W.3d 399 (Tenn. Ct. App. 2014) (pro se litigants entitled to fair treatment but must follow rules)
Hessmer v. Hessmer, 138 S.W.3d 901 (Tenn. Ct. App. 2003) (pro se litigant obligations)
Sneed v. Board of Professional Responsibility of the Supreme Court, 301 S.W.3d 603 (Tenn. 2010) (courts not required to research or construct litigant's arguments)
Bean v. Bean, 40 S.W.3d 52 (Tenn. Ct. App. 2000) (failure to cite record/authority may waive issues)
Alexander v. Inman, 974 S.W.2d 689 (Tenn. 1998) (factors for determining reasonableness of attorneys' fees and presumption a signer understands contract)