Berkley v. Williams

Filing 101

FINDINGS OF FACT AND CONCLUSIONS OF LAW. Signed by Judge Samuel H. Mays, Jr on 7/14/2021. (Entered: 7/14/2021) (Mays, Samuel)

IN THE UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF TENNESSEE
WESTERN DIVISION
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DRAYTON D. BERKLEY, d/b/a
BERKLEY LAW FIRM PLLC,
Plaintiff,
v.
JOSEPH C. WILLIAMS,
Defendant.

No. 2:17-cv-02909-SHM-dkv

FINDINGS OF FACT AND CONCLUSIONS OF LAW
Plaintiff Drayton D. Berkley, d/b/a Berkley Law Firm PLLC,
(“Berkley”) brings this quantum meruit action against Defendant
Joseph Williams (“Williams”).
during

Berkley’s

Berkley seeks legal fees incurred

representation

of

Williams

in

three

civil

actions and one criminal action.
On March 22, 2021, the Court held a bench trial on Berkley’s
claim.

(D.E. No. 92.)

On May 5, 2021, Williams filed his

proposed findings of fact and conclusions of law.
95.)

(D.E. No.

On May 5, 2021, Berkley filed his proposed findings of

fact and conclusions of law.

(D.E. No. 96.)

On May 10, 2021,

Berkley responded to Williams’ proposed findings of fact and
conclusions of law.

(D.E. No. 97.)

On May 17, 2021, Williams

responded to Berkley’s proposed findings of fact and conclusions
of law.

(D.E. No. 98.)

Pursuant to Federal Rule of Civil

Procedure 52, the Court makes the following findings of fact and
states the following conclusions of law.
I.

Background
In the Joint Pretrial Order, (D.E. No. 91), the parties

agree to the following summary of the case:
This case is a quantum meruit action brought
pursuant to Tennessee common law in which Plaintiff
Drayton D. Berkley alleges that he provided valuable
legal services to Defendant Joseph Williams and
Defendant has not paid for those services. At issue
are Plaintiff’s alleged representation of Defendant in
five actions: (1) Regions Bank. N.A. v. Williams et
al., Tennessee Court of Appeals Docket No. W201300408-COA-R3-CV, (“Regions Bank appeal”) (2) Regions
Bank, N.A. v. Williams et al., Shelby County General
Sessions Court, Docket No. 1604413 (“FED action”), (3)
Williams v. Regions Bank, Shelby County Circuit Court
Docket No. CT-002721-13 (“Writ of Certiorari action”),
(4) In re Alexis Williams, U. S. Bankruptcy Court
Docket No. 13-23275 (“Alexis Williams bankruptcy
action”), and (5) State v. Williams, Shelby County
Criminal Court (“Criminal action”). Plaintiff sent
invoices to Defendant charging him $500.00 per hour to
represent Defendant in those cases. Defendant provided
Plaintiff with a Rolex watch and a 2005 BMW 330 CI,
which he believed was full payment for any services
rendered to him. Plaintiff does not agree that the
Rolex watch and BMW vehicle constituted full payment
for legal services rendered.
(D.E. No. 91, 1-2.)
II.

Jurisdiction and Choice of Law
The Court has diversity jurisdiction under 28 U.S.C. § 1332.

Berkley is a resident citizen of Tennessee. (D.E. No. 35 ¶ 1.)
Williams is a resident citizen of Texas. (Id. ¶ 2.) Berkley
alleges that the amount in controversy exceeds $75,000. (Id. at
2

1 n.1.) “[T]he sum claimed by the plaintiff controls if the claim
is apparently made in good faith.” St. Paul Mercury Indem. Co.
v. Red Cab Co., 303 U.S. 283, 288 (1938); see also Charvat v.
NMP, LLC, 656 F.3d 440, 447 (6th Cir. 2011).
State substantive law applies to state law claims in federal
court. See Erie R.R. Co. v. Tompkins, 304 U.S. 64, 78-80 (1938).
When there is no dispute that a certain state’s substantive law
applies, the court need not conduct a choice-of-law analysis sua
sponte. See GBJ Corp. v. E. Ohio Paving Co., 139 F.3d 1080, 1085
(6th Cir. 1998). Throughout the case, the parties have assumed
that Tennessee substantive law governs Berkley’s claim. (See
D.E. No. 49-1 at 7; D.E. No. 51-1 at 2-4.) The Court will apply
Tennessee substantive law.
III. Findings of Fact
A. Stipulated Facts

In the Joint Pretrial Order, the parties have agreed that
the following facts are not in dispute:
1.

There

is

no

existing

enforceable

contract

between Berkley and Williams.
2. Berkley secured a hung jury for Williams in
the Criminal action.
(D.E. No. 91, 4.)
B. Facts Established at Trial
3

Berkley graduated from the University of Mississippi with
a bachelor’s degree in engineering in August 1989.
94, 25:17-25:19.)

He received his juris doctorate from the

University of Mississippi in December 1995.
25:20.)

(D.E. No.

(Id. at 25:19-

Berkley began his legal career at Bryan Nelson Randolph

& Weathers in January 1996.

(Id. at 25:24-26:1.)

He practiced

insurance defense and admiralty.

(Id. at 26:1-26:2.)

there for six years, until 2002.

(Id. at 26:7-26:8.)

Berkley

next

worked

at

The

Cochran

Tennessee, starting in June 2002.

Firm

in

He worked

Memphis,

(Id. at 26:9-26:10.)

He

worked primarily on tort cases, and he also worked on § 1983
excessive force cases.

(Id. at 26:10-26:12.) Berkley worked at

The Cochran Firm until January 2005.

(Id. at 267-26:18.)

Berkley formed his own law practice in 2005.
26:19.)

(Id. at 18-

For the first three to four years, he worked on cases

that he brought from The Cochran Firm.

(Id. at 26:19-26:21.)

He primarily handled personal injury cases, and he also handled
divorce cases.

(Id. at 26:21-26:24.)

Berkley first met Williams in 2003.

(Id. at 26:4-27:1.)

Berkley began representing Williams in 2008 when Williams was
seeking new representation for some of his legal matters.

(See

id. at 27:1-27:4.)
Berkley

represented

Williams

and

People’s

Choice

Auto

Sales, LLC (“People’s Choice”) in a civil fraudulent lending
4

case in federal court (the “Austin case”) and in a fraud case in
the Tennessee Chancery Court (the “Regions Bank case”).
id. at 27:6-27:22; id. at 62:11-62:14.)
car dealership.

(Id. at 63:4-63:6.)

(See

People’s Choice was a

In the Regions Bank case,

Berkley also represented Kimberlee Williams, Alexis Williams,
and Chazz Bartley.

(See Exhibit 7.)

Kimberlee Williams is

Williams’ wife, and Alexis Williams and Chazz Bartley are his
daughters.

(D.E.

No.

94,

144:15-144:16.)

representation in the two cases began in 2008.
27:12.)

Berkley’s

(See id. at 27:5-

Berkley charged Williams $4,000 for summary judgment

motions in both cases.

(Id. at 28:10-28:11; id. at 63:7-63:11.)

In 2011, the Chancery Court denied summary judgment in the
Regions Bank case and the case went to trial.
63:19; see id. at 32:22-32:23.)

(Id. at 63:17-

The record does not show how

the Austin case concluded.
Berkley charged a flat fee of $12,500 to represent Williams,
People’s Choice, and Williams’ family members at trial in the
Regions Bank case.

(Id. at 33:4-33:5.)

standard flat fee for a trial.

That fee is Berkley’s

(Id. at 33:5-33:13.)

The non-

jury trial was held from August 27, 2012, through August 29,
2012.

(Exhibit 7.)

The Chancery Court entered a $6,000,000

judgment against Williams and People’s Choice.
94, at 33:23-34:5.)

(See D.E. No.

Kimberlee Williams, Alexis Williams, and

Chazz Bartley were divested of their ownership in the Williams
5

family house.
Exhibit 7.

(See Exhibit 7.) The judgment was admitted as

(Id. at 121:4-121:12.)

Berkley ultimately charged

$16,500 for his representation in the Austin case and in the
Regions Bank case from the beginning through trial.
65:22-66:3.)

(Id. at

Berkley continued his personal injury practice

while representing Williams.

(Id. at 31:7-31:8.)

After the trial, Berkley filed a post-judgment motion. (Id.
at 34:6-34:7.)

The Chancery Court denied the motion.

(Id. at

34:12.) At that point, the trial fee was exhausted, and the
Regions Bank appeal began.

(Id. at 34:14.)

According to

Berkley, he told Williams that he would charge the “market rate”
for the appeal because he did not know how long it would take.
(Id. at 34:21-34:24.)

Berkley had handled only three other

appellate cases in Tennessee.

(Id. at 78:7-78:11.)

the appeal on January 17, 2013.
1.)

(Id. at 35:1-35:2; Exhibit 2,

Briefing was completed around September 2013.

94, 42:23-42:24.)

He filed

(D.E. No.

The Tennessee Court of Appeals affirmed the

trial court’s judgment.

(Id. at 79:4-79:6.)

After the $6,000,000 judgment had been entered, the Chancery
Court ordered Williams to transfer title to his house to Regions
Bank.

(Id. at 33:24-34:5.)

In January 2013, while the appeal

was pending, Regions Bank filed a Forcible Entry and Detainer
(“FED”) action in the General Sessions Court to obtain possession
of the house.

(Id. at 35:1-35:6.)
6

Representing Williams and

his

three

family

members,

Berkley

argued

that

the

General

Sessions Court did not have jurisdiction while the case was in
Chancery.

(See id. at 35:6-35:9.)

denied Berkley’s motion.

The General Sessions Court

(Id. at 35:10-35:11.)

On appeal of the FED action, Williams would have had to
post a bond equivalent to a year of rent to prevent the house
from being detained. (Id. at 36:14-36:19.)
afford the bond.

(Id. at 36:19-36:20.)

Williams could not

Berkley began the Writ

of Certiorari action to avoid the statutory bonding requirement
for an appeal.

(Id. at 36:21-37:7.)

The court initially set a

$500 bond, but on request from Regions Bank the court increased
the bond to $150,000.

(Id. at 37:5-37:20.) Berkley filed a

motion to withdraw from the Writ of Certiorari action in December
2013.

(Id. at 98:13-98:18.)

However, Berkley represented

Williams through oral argument, which concluded in January 2014,
and the motion for rehearing, which was filed in February or
March 2014.

(Id. at 97:24-98:3.)

In the Regions Bank appeal, Berkley represented Williams,
People’s Choice, Kimberlee Williams, Alexis Williams, and Chazz
Bartley.

(Id. at 76:22-76:25.)

Berkley testified that he spent

about 95% of his time working on issues for Williams.
76:13-76:25.)

In the FED action, Berkley represented Williams,

Kimberlee Williams, Alexis Williams, and Chazz Bartley.
79:12-79:15.)

(Id. at

(Id. at

The Writ of Certiorari action replaced the appeal
7

of the FED action, and Berkley represented the same parties.
(See 80:10-80:22.)
Berkley represented Williams and People’s Choice in the
Criminal action.

(See id. at 39:2-39:3; 68:9-68-14.)

Berkley

began representing Williams on January 9, 2012, because Williams
could not be released on bond until an attorney had made an
appearance for him.

(Id. at 38:2-38:8; Exhibit 3, 1.)

Berkley

had not previously tried a felony case in a Tennessee court.
(D.E. No. 94, 69:1-69:8.)
The criminal trial was “heating up” from June through August
2013.

(Id. at 37:24-37:25.)

Berkley represented Williams

through his trial, which resulted in a hung jury.
42:8.)

The trial began with jury selection on October 7, 2013,

and ended with the hung jury on October 13, 2013.
3.)

(Id. at 42:5-

(Exhibit 3,

After the trial, on November 6, 2013, Berkley moved to

withdraw because Williams had not paid him. (D.E. No. 94, 70:1070:24; Id. at 124:8-124:10.)

The Criminal Court granted that

motion when a different lawyer appeared for Williams.
70:15-70:17.)

(Id. at

Berkley testified that he moved to withdraw

“before I am certain I sent [Williams] an invoice.”

(Id. at

71:22-71:25.)
Berkley testified that a white collar criminal defense
attorney’s hourly rates are significantly higher than the rates
in § 1983 or employment cases.

(Id. at 177:8-177:18.)
8

Berkley

initially believed that the market rate for his services was
$500 an hour based on the attorney’s fees awarded in an election
law case.

(See id. at 118:16-118:17.)

Berkley testified, based

on his “study and practice”, that the reasonable hourly rate for
his services was $350 an hour.

(Id. at 54:17-54:21.)

Berkley

never testified about reasonable hourly rates for paralegals.
Berkley introduced, as Exhibit 1, the invoice he sent to
Williams.

(See id. at 45:8-47:16.)

The document was dated

December 5, 2012, but Berkley testified that the document was
prepared on December 5, 2013, and that he submitted it to
Williams at some point that year.

(D.E. No. 94, 46:1-46:5.)

Exhibit 1 covered the Regions Bank appeal, the FED action, the
Writ

of

Certiorari

action.

(Exhibit 1.)

action,

and

Alexis

Williams’

bankruptcy

Berkley initially sought payment for 89.3

hours of his time, and 110 hours of his paralegal’s time.
(Exhibit 1, at 4.)

Berkley also submitted, as Exhibit 2, a

modified version of Exhibit 1 that removed the time for Alexis
Williams’ bankruptcy action and reduced the FED time by 75%
because Williams was only one of the four people who benefited
from it.

(D.E. No. 94, 46:17-48:6.)

handwritten reductions.

Those modifications are

(See Exhibit 2.)

Berkley seeks to

recover for 23.25 hours of time he spent on Williams’ civil
cases.

(Exhibit 2, at 4.)

He did not reduce the hours claimed

for his paralegal in Exhibit 2.
9

(See id.)

Berkley testified

that, because his paralegal’s hours were block-billed, there was
no way to determine from Exhibit 2 what matters she worked on in
the civil cases.

(D.E. No. 94, 103:22-104:5.)

Berkley never

testified about how his paralegal’s hours should have been
allocated in the civil cases.

Berkley testified that the total

value of the services on Exhibit 2 was 27,937.50.

(Id. at 59:20-

59:23; Exhibit 2.)
Berkeley submitted, as Exhibit 3, the invoice he sent to
Williams sometime in 2014 for the Criminal action.
50:11-51:19.)

Berkley testified that the total value of the

services on Exhibit 3 was $59,115.
3.)

(D.E. No. 94

(Id. at 59:24-60:3; Exhibit

He testified that he might have sent it to Williams on March

19, 2014, but he is sure he sent the invoice by September 2014.
(D.E. No. 94, 50:20-50:11.)
invoice in March 2014.
a

handwritten

He testified that he prepared an

(Id. at 51:3-51:6.)

modification,

reducing

Exhibit 3 contains

Berkley’s

hourly rate from $200 an hour to $180 an hour.
4.)

paralegal’s

(Exhibit 3, at

Berkley says he worked 132.9 hours for Williams in the

Criminal action.
(Id.)

(Id.)

He says his paralegal worked 70 hours.

Berkley’s paralegal is his wife.

102:25.)

(D.E. No. 94, 102:22-

Her time on both invoices is block-billed.

(Id. at

103:22-103:25.)
Berkley did not keep time records contemporaneously.
at 99:19-99:23.)

(Id.

He reconstructed the time when he prepared the
10

invoices.

(Id. at 99:24-100:2.)

create them.

He used the same process to

(See id. at 49:15-49:16.)

Berkley reviewed public

records to see how many court appearances and motions he handled
for Williams. (Id. at 49:16-19.) He reviewed his correspondence
with Williams.

(Id. at 49:19-49:24.)

Williams testified that he gave Berkley his Rolex watch and
BMW because he knew Berkley needed a car and liked Williams’
watch.

(Id. at 152:10-152:20.)

Williams testified that the

Rolex watch was worth $4,500 “[b]ecause new, they run at eight
grand.”

(Id. at 153:9-153:11.)

Williams was not certified as

an expert, and he did not provide the basis for his conclusion
about the cost of the specific watch.

Berkeley testified that

the Rolex was not “fully marketable” because it did not have
documentation.

(Id. at 53:10-53:12.)

was admitted as Exhibit 6.

A photograph of the watch

(Id. at 113:22-114:5.)

Williams testified that he gave Berkley his BMW.
153:25-153:2.)
Exhibit 5.

Williams introduced the bill of sale at trial as

(Id. at 154:2-154:9.)

It includes his handwritten

“selling price” based on the “NADA book”.
154:20.)

(Id. at

(D.E. No. 94, 154:9-

The bill of sale lists the selling price as $19,000.

(Exhibit 5.)

The NADA book was not admitted, nor was any other

evidence of the value of the BMW.

Berkley testified that he

could not obtain title to the BMW because it was not in Williams’

11

name.

(D.E. No. 94, 54:12-54:14.)

gave Berkley the title to the BMW.
IV.

Williams testified that he
(Id. at 154:25-155:1.)

Conclusions of Law
In Tennessee,
A
quantum
meruit
action
is
an
equitable
substitute for a contract claim pursuant to which a
party may recover the reasonable value of goods and
services provided to another if the following
circumstances are shown:
(1) there is no existing, enforceable contract between
the parties covering the same subject matter;
(2) the party seeking recovery proves that it provided
valuable goods or services;
(3) the party to be charged received the goods or
services;
(4) the circumstances indicate that the parties to the
transaction should have reasonably understood that the
person providing the goods or services expected to be
compensated; and
(5) the circumstances demonstrate that it would be
unjust for a party to retain the goods or services
without payment.

Swafford v. Harris, 967 S.W.2d 319, 324 (Tenn. 1998) (citing
Castelli v. Lien, 910 S.W.2d 420, 427 (Tenn. Ct. App. 1995), and
Pascall’s, Inc. v. Dozier, 407 S.W.2d 150, 154 (Tenn. 1966)).
A. Unclean Hands
Williams

argues

that

the

doctrine

of

“unclean

hands”

precludes Berkley from recovering under the equitable remedy of
quantum meruit.

“The doctrine is derived from the equitable

maxim, ‘He who comes into equity must come with clean hands.’”
12

Coleman Mgmt., Inc. v. Meyer, 304 S.W.3d 340, 351 (Tenn. Ct.
App. 2009), quoting Segal v. United Am. Bank, No. W2004–02347–
COA–R3–CV, 2005 WL 3543332, at *4 (Tenn.Ct.App. Dec.28, 2005).
Quantum meruit is an equitable remedy, and the doctrine of
“unclean hands” applies.

Castelli, 910 S.W.2d at 428.

Courts

applying Tennessee law may decline to grant equitable relief “to
parties

who

have

willfully

engaged

in

unconscionable,

inequitable, immoral, or illegal acts with regard to the subject
matter of their claims.”
417

(Tenn.

Ct.

App.

In re Est. of Boote, 265 S.W.3d 402,

2007).

“Any

willful

act

regarding

a

litigated matter which would be condemned and pronounced as
wrongful by fairminded persons is sufficient to trigger the
doctrine of unclean hands.”

Id. at 417 n. 26.

In an unpublished opinion, the Tennessee Court of Appeals
concluded that the doctrine of “unclean hands” did not apply to
an attorney seeking recovery in quantum meruit when there was no
evidence

of

inequitable,

negligent
or

immoral

representation
behavior

during

or

unconscionable,

the

representation.

McDonnell Dyer, P.L.C. v. Select-O-Hits, Inc., No. W2000-00044COA-R3CV, 2001 WL 400386 at *11 (Tenn. Ct. App. Apr. 20, 2001).
In that case, the plaintiff’s recovery was reduced because the
fee the plaintiff claimed was excessive.

Id. at 4-7.)

Despite

reducing the plaintiff’s recovery, the Tennessee Court of Appeals
declined to apply the “unclean hands” doctrine.
13

Id. at 11.

Williams has not proved that Berkley has “unclean hands.”
Williams’ argument is based entirely on Berkley’s original fee
request of $500 an hour.

(See D.E. No. 94, 118:16-118:17.)

The

Court agreed with Williams, in the context of Williams’ motion
for summary judgment, that the $500 an hour fee Berkley charged
was unreasonable.

(D.E. No. 61, 21.)

However, Williams fails

to prove that Berkley acted in an unconscionable, inequitable,
immoral, or illegal manner in seeking that fee.

“Unclean hands”

does not bar recovery.
B. Valuable Services
Berkley is not entitled to recover in quantum meruit because
he did not prove the value of the services he provided to
Williams.
The amount recovered in quantum meruit is “limited to the
value of the goods or services, and not their contract price.”
Forrest Const. Co., LLC v. Laughlin, 337 S.W.3d 211, 227 (Tenn.
Ct. App. 2009).

The reasonable value of services is based on

the “customs and practices prevailing in that kind of business.”
Id. at 228 (quoting Lawler v. Zapetal, 679 S.W.2d 950, 955 (Tenn.
Ct. App. 2009) (quoting Chisholm v. Western Reserves Oil Co.,
655 F.2d 94, 96 (6th Cir. 1981)).

A plaintiff may not recover

in quantum meruit “without some proof of the reasonable value of
the goods or services.”

Castelli, 910 S.W.2d at 428.

An

estimation of the value of goods or services may suffice.

Id.

14

The plaintiff has the burden of establishing the value of the
goods and services rendered. ICG Link, Inc. v. Steen, 363 S.W.3d
533, 547 (Tenn. Ct. App. 2011).
In quantum meruit actions for attorney’s fees, Tennessee
courts rely on the Tennessee Rules of Professional Conduct to
determine reasonable fees.

See Mitch Grissim & Associates v.

Blue Cross & Blue Shield of Tennessee, 114 S.W.3d 531, 538 (Tenn.
Ct. App. 2002); Connors v. Connors, 694 S.W.2d 672, 676 (Tenn.
1980); Adams v. Mellen, 618 S.W.2d 485, 489 (Tenn. Ct. App 1981).
The Tennessee Rules of Professional Conduct list the following
ten factors to consider in determining a reasonable fee:
(1)the time and labor required, the novelty and
difficulty of the questions involved, and the skill
requisite to perform the legal service properly;
(2) the likelihood, if apparent to the client,
that the acceptance of the particular employment will
preclude other employment by the lawyer;
(3) the fee customarily charged in the locality
for similar legal services;
(4) the amount involved and the results obtained;
(5) the time limitations imposed by the client or
by the circumstances;
(6) the nature and length of the professional
relationship with the client;
(7) the experience, reputation, and ability of
the lawyer or lawyers performing the services;
(8) whether the fee is fixed or contingent;

15

(9) prior advertisements or statements by the
lawyer with respect to the fees the lawyer charges;
and
(10) whether the fee agreement is in writing.
Coleman v. Coleman, No. W2012-02183, 2013 WL 5308013, at *13-14
(Tenn. Ct. App. Sept. 19, 2013) (citing Tenn. Sup. Ct. R. 8, R.
Prof’l Conduct 1.5(a), and Connors, 594 S.W.2d at 676); Johnson
v. Hunter, No. M199800314COAR3CV, 1999 WL 1072562 (Tenn. Ct.
App. Nov. 30, 1999).
The Court decided on summary judgment that $500 an hour was
not a reasonable rate for Berkley’s services.

(D.E. No. 61, 16-

21.)

Berkley fails to prove that $350 an hour is a reasonable

fee,

that

his

total

fee

request

is

reasonable,

or

what

a

reasonable fee would be.
First, Berkley’s time is an after-the-fact reconstruction.
His

representation

of

Williams

did

not

require

an

unusual

commitment of time and labor and did not involve questions of
law that were particularly novel or difficult.

Berkley seeks

compensation for 23.25 hours he spent on Williams’ civil cases,
180 hours his paralegal spent on Williams’ civil cases, 132.9
hours he spent on Williams’ Criminal action, and 180 hours his
paralegal spent on Williams’ Criminal action.
Exhibit 3.)

16

(See Exhibit 2;

Second, Berkley was not precluded from other employment
while

representing

maintained
Williams.

his

Williams.

personal

Berkley

injury

testified

practice

while

that

he

representing

(D.E. No. 94, 31:7-31:8.)

Third, Berkley fails to prove the fees customarily charged
for the services he provided Williams.
is significant.

In this case, that factor

Berkley never testified about a reasonable fee

for paralegal services.

He asserts that $350 an hour is a

reasonable attorney’s fee.

(D.E. No. 94, 56:24.)

Berkley

testified that his services are worth $350 an hour based on the
rate he has submitted to courts in minor settlements and divorce
cases.

(Id. at 57:4-57:13.)

When Berkley tried Williams’

criminal case, Berkley had never handled a felony criminal trial
in Tennessee.

(See id. at 69:9-69:15.)

Berkley had handled

three appeals in Tennessee before Williams’ appeal.

(See id. at

78:7-78:10.)
Berkley fails to provide sufficient evidence to prove the
fees customarily charged in the locality for similar legal
services.

Berkley testified that he has been awarded an hourly

fee of $350 in minor settlements and § 1983 cases.
115:7-115:14.)

(Id. at

He also testified that $12,500 is his standard

flat fee for a trial.

(Id. at 33:5-33:13.)

Berkley provided no

evidence of the hourly rates customarily charged for similar
actions in Memphis. He did testify that he believes white-collar
17

criminal defense fees are significantly higher than fees for §
1983 or employment cases.

(Id. at 177:8-177:18.)

Berkley did

not introduce any evidence of the prevailing legal fees in
similar appellate, criminal, or civil actions.

Without that

information, the Court cannot determine whether $350 an hour
represents a reasonable attorney’s fee for the four different
actions at issue in this case.

Berkley’s assumption appears to

be that $ 350 an hour is a reasonable rate for the appeal of a
Chancery action in the Court of Appeals, an FED in the General
Sessions Court, and a jury trial in the Criminal Court.
Berkley’s testimony about the fees he charges in other cases
is not sufficient to establish the fees charged for similar
services.

Berkley’s representation of Williams did not include

§ 1983, divorce, minor settlement, or personal injury. Berkley’s
testimony did not establish the fees customarily charged by
attorneys in his market for similar services.

He addressed only

fees he had been awarded.
Fourth, the amount at issue in Berkley’s representation of
Williams

was

significant,

representation were not good.
a judgment of $6,000,000.

but

the

results

of

his

civil

The Regions Bank appeal involved

(Id. at 33:23-34:5.)

The appeal was

unsuccessful, as was Berkley’s representation of Williams in the
FED action and Writ of Certiorari action.

(See id. at 79:4-

79:6; 35:10-35:11; 83:8-83:10.) Berkeley did obtain a positive
18

result in the Criminal action.

He secured a hung jury.

(D.E.

No. 91, 4.)
Fifth,

there

is

no

indication

that

Williams

or

the

circumstances imposed any unusual time limitations on Berkley.
Sixth, Berkley represented Williams from 2008 to 2014. (See
D.E. No. 94, 27:1-27:4; 50:11-51:19.)
Seventh, Berkley’s experience, reputation, and ability are
not exceptional in the areas of law in which he represented
Williams.
25:25.)

Berkley has practiced law since 1996.

He is not, however, experienced in handling the types

of cases he handled for Williams.

Berkley had never handled a

felony criminal trial in Tennessee.

(Id. at 69:1-69:8.)

handled only three civil appeals in Tennessee.
78:11.)

(Id. at 25:24-

He had

(Id. at 78:7-

Berkley testified that his practice has primarily

consisted of § 1983 excessive force claims, minor settlements,
and personal injury cases.

(See Id. at 26:21-26:24.)

Berkley

failed to prove that an attorney without much experience in the
areas in which he represented Williams would be able to charge
the same rate as an experienced attorney.
Eighth, Berkley did not have an enforceable contract with
Williams to provide legal services.
Ninth,

Berkley’s

fees

in

his

(D.E. No. 91, 4.)
prior

representations

of

Williams differ substantially from the fees he ultimately charged
Williams for the civil and criminal matters at issue here.
19

In

Berkley’s initial representation of Williams in the Austin case
and the Regions Bank case, Berkley charged a total of $16,500 in
flat fees.

(D.E. No. 94, 65:22-66:3.)

In his invoices to

Williams, Berkley sought recovery for services by the hour, and
he sought substantially higher fees.

(See Exhibit 1; Exhibit 2;

Exhibit 3.)
Tenth, Berkley’s fee arrangement with Williams was not in
writing.

(D.E. No. 91, 4.)

Berkley has not met his burden.

The factors set forth in

the Tennessee Rules of Professional Conduct do not support his
claim for fees.

His request is not reasonable.

Applying the

simpler, but more objective, hourly-rate standard, Berkley has
failed to establish that $350 is a reasonable hourly rate.

He

has failed to establish what a reasonable hourly rate would be.
Absent proof of the reasonable value of the services rendered,
Berkley cannot recover in quantum meruit.
C. Receipt of Services
1. Time Records
To

prove

the

services

Williams

received,

establish the time spent on Williams’ behalf.
suffice.

Berkley

must

An estimation may

Castelli, 910 S.W. 2d at 428 (“Courts will not award

quantum meruit recoveries without some proof of the reasonable
value of goods or services . . . but the required proof may be
an estimation of the value of the goods and services”).
20

Although

an estimation may suffice, Berkley’s invoices are not sufficient.
He did not record his time contemporaneously with the work.
D.E. No. 94, 99:19-99:23.)

The time was reconstructed months

and in some cases over a year after the fact.
100:2.)

(See

(Id. at 99:24-

The invoices are not a reliable estimation of the time

spent.
At issue is Berkley’s representation of Williams in the
Regions Bank appeal, FED action, Writ of Certiorari action, and
Criminal action.

(D.E. No. 91, 1-2.) In none of those cases,

did Berkley keep contemporaneous records of the time worked.
(D.E. No. 94, 99:19-99:23.)

When Berkley asked for payment, he

reconstructed the time and provided Williams with the invoices.
(Id. at 99:24-100:2.)

The combination of Berkley’s testimony

and his exhibits is not sufficient to establish the time spent
representing Williams.

Without sufficient time records or some

other basis for a reasonable estimation, Berkley is not entitled
to recover in quantum meruit. I
2. Allocation of Time

The parties also dispute whether the Rolex Watch and the BMW
that Williams gave Berkley constituted accord and satisfaction,
or otherwise offset Berkley’s recovery. Because Berkley is not
entitled to recover in quantum meruit, the Court need not
determine whether there was accord and satisfaction.
Neither
party proved the value of the watch or the car at trial. Whatever
the value, because Berkley cannot recover, there is nothing to
offset.
I

21

Berkley did not show how much time he devoted to work for
Williams

and

represented.

how

much

he

devoted

to

the

other

parties

he

As noted, a necessary element of a quantum meruit

action is that “[t]he party to be charged received the goods or
services.”

Swafford, 967 S.W.2d at 324.

Berkley cannot recover in quantum meruit from Williams for
services Williams did not receive. Berkley represented Williams,
People’s Choice, Kimberlee Williams, Alexis Williams, and Chazz
Bartley in the Regions Bank appeal.
Berkley

represented

Williams,

(D.E. No. 94, 76:7-76:12.)

Kimberlee

Williams,

Williams, and Chazz Bartley in the FED action.

Alexis

(Id. at 79:12-

79:15.) The Writ of Certiorari action was essentially the appeal
of the FED action.

(See id. at 80:13-80:15.)

In the Criminal

action, Berkley represented both People’s Choice and Williams.
(See id. at 67:3-67:7.)
Berkley testified that he removed the time for the Alexis
Williams bankruptcy action, which is no longer at issue, and
reduced the FED and Writ of Certiorari time to account for the
benefit others received.

(D.E No. 94, 46:17-46:23.)

He also

testified that over 90% of the Regions Bank appeal dealt with
Williams. (Id. at 77:15-77:16.) Berkley provided no other proof
to show how the benefit of the services rendered was divided
among the various parties.

22

Berkley’s testimony compounds the difficulty of estimating
the

services

allocable

to

Williams.

Berkley

attempted

to

estimate the time spent after the fact based on his guesses about
how long the work would have taken.

He later modified his after-

the-fact estimate by attempting to allocate time among the
parties, whose interest in the various cases the Court is unable
to determine.

Berkley is only able to recover from Williams for

the benefit Williams received.

Berkley failed to provide a

reasonable estimate of the time spent performing services for
Williams.
V.

Conclusion
For the foregoing reasons, Berkley’s claim against Williams

for

quantum

meruit

is

DENIED.

Judgement

will

enter

Defendant.
SO ORDERED this 14th day of July, 2021.

/s/ Samuel H. Mays, Jr.
SAMUEL H. MAYS, JR.
UNITED STATES DISTRICT JUDGE

23

for