Berkley v. Williams
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
DRAYTON D. BERKLEY, d/b/a
BERKLEY LAW FIRM PLLC,
JOSEPH C. WILLIAMS,
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”).
Berkley seeks legal fees incurred
actions and one criminal action.
On March 22, 2021, the Court held a bench trial on Berkley’s
(D.E. No. 92.)
On May 5, 2021, Williams filed his
proposed findings of fact and conclusions of law.
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
(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.
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.)
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
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:
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
Berkley graduated from the University of Mississippi with
a bachelor’s degree in engineering in August 1989.
He received his juris doctorate from the
University of Mississippi in December 1995.
(Id. at 25:19-
Berkley began his legal career at Bryan Nelson Randolph
& Weathers in January 1996.
(Id. at 25:24-26:1.)
insurance defense and admiralty.
(Id. at 26:1-26:2.)
there for six years, until 2002.
(Id. at 26:7-26:8.)
Tennessee, starting in June 2002.
(Id. at 26:9-26:10.)
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.
(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
(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.
id. at 27:1-27:4.)
Sales, LLC (“People’s Choice”) in a civil fraudulent lending
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.)
(Id. at 63:4-63:6.)
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
representation in the two cases began in 2008.
(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.)
jury trial was held from August 27, 2012, through August 29,
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
(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.
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.
The Chancery Court denied the motion.
34:12.) At that point, the trial fee was exhausted, and the
Regions Bank appeal began.
(Id. at 34:14.)
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.
(Id. at 35:1-35:2; Exhibit 2,
Briefing was completed around September 2013.
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
(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.)
Representing Williams and
Sessions Court did not have jurisdiction while the case was in
(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
(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
(Id. at 97:24-98:3.)
In the Regions Bank appeal, Berkley represented Williams,
People’s Choice, Kimberlee Williams, Alexis Williams, and Chazz
(Id. at 76:22-76:25.)
Berkley testified that he spent
about 95% of his time working on issues for Williams.
In the FED action, Berkley represented Williams,
Kimberlee Williams, Alexis Williams, and Chazz Bartley.
The Writ of Certiorari action replaced the appeal
of the FED action, and Berkley represented the same parties.
Berkley represented Williams and People’s Choice in the
(See id. at 39:2-39:3; 68:9-68-14.)
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.)
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
(Id. at 37:24-37:25.)
Berkley represented Williams
through his trial, which resulted in a hung jury.
The trial began with jury selection on October 7, 2013,
and ended with the hung jury on October 13, 2013.
(Id. at 42:5-
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.
Berkley testified that he moved to withdraw
“before I am certain I sent [Williams] an invoice.”
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.)
initially believed that the market rate for his services was
$500 an hour based on the attorney’s fees awarded in an election
(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.)
never testified about reasonable hourly rates for paralegals.
Berkley introduced, as Exhibit 1, the invoice he sent to
(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
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
(D.E. No. 94, 46:17-48:6.)
Those modifications are
(See Exhibit 2.)
Berkley seeks to
recover for 23.25 hours of time he spent on Williams’ civil
(Exhibit 2, at 4.)
He did not reduce the hours claimed
for his paralegal in Exhibit 2.
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.)
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.
Berkley testified that the total value of the
services on Exhibit 3 was $59,115.
(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.
He testified that he prepared an
(Id. at 51:3-51:6.)
Exhibit 3 contains
hourly rate from $200 an hour to $180 an hour.
(Exhibit 3, at
Berkley says he worked 132.9 hours for Williams in the
He says his paralegal worked 70 hours.
Berkley’s paralegal is his wife.
(D.E. No. 94, 102:22-
Her time on both invoices is block-billed.
Berkley did not keep time records contemporaneously.
He reconstructed the time when he prepared the
(Id. at 99:24-100:2.)
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
(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’
(Id. at 152:10-152:20.)
Williams testified that the
Rolex watch was worth $4,500 “[b]ecause new, they run at eight
(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
(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.
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”.
(D.E. No. 94, 154:9-
The bill of sale lists the selling price as $19,000.
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’
(D.E. No. 94, 54:12-54:14.)
gave Berkley the title to the BMW.
Williams testified that he
(Id. at 154:25-155:1.)
Conclusions of Law
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
(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
(5) the circumstances demonstrate that it would be
unjust for a party to retain the goods or services
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
precludes Berkley from recovering under the equitable remedy of
“The doctrine is derived from the equitable
maxim, ‘He who comes into equity must come with clean hands.’”
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.
applying Tennessee law may decline to grant equitable relief “to
inequitable, immoral, or illegal acts with regard to the subject
matter of their claims.”
In re Est. of Boote, 265 S.W.3d 402,
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
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.)
reducing the plaintiff’s recovery, the Tennessee Court of Appeals
declined to apply the “unclean hands” doctrine.
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.)
Court agreed with Williams, in the context of Williams’ motion
for summary judgment, that the $500 an hour fee Berkley charged
(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.
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
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.
estimation of the value of goods or services may suffice.
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;
(9) prior advertisements or statements by the
lawyer with respect to the fees the lawyer charges;
(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-
Berkley fails to prove that $350 an hour is a reasonable
reasonable fee would be.
First, Berkley’s time is an after-the-fact reconstruction.
commitment of time and labor and did not involve questions of
law that were particularly novel or difficult.
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.
(See Exhibit 2;
Second, Berkley was not precluded from other employment
(D.E. No. 94, 31:7-31:8.)
Third, Berkley fails to prove the fees customarily charged
for the services he provided Williams.
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.)
testified that his services are worth $350 an hour based on the
rate he has submitted to courts in minor settlements and divorce
(Id. at 57:4-57:13.)
When Berkley tried Williams’
criminal case, Berkley had never handled a felony criminal trial
(See id. at 69:9-69:15.)
Berkley had handled
three appeals in Tennessee before Williams’ appeal.
(See id. at
Berkley fails to provide sufficient evidence to prove the
fees customarily charged in the locality for similar legal
Berkley testified that he has been awarded an hourly
fee of $350 in minor settlements and § 1983 cases.
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
criminal defense fees are significantly higher than fees for §
1983 or employment cases.
(Id. at 177:8-177:18.)
not introduce any evidence of the prevailing legal fees in
similar appellate, criminal, or civil actions.
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
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
representation were not good.
a judgment of $6,000,000.
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
result in the Criminal action.
He secured a hung jury.
No. 91, 4.)
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
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.
(Id. at 25:24-
(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.)
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.
(D.E. No. 91, 4.)
Williams differ substantially from the fees he ultimately charged
Williams for the civil and criminal matters at issue here.
Berkley’s initial representation of Williams in the Austin case
and the Regions Bank case, Berkley charged a total of $16,500 in
(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;
Tenth, Berkley’s fee arrangement with Williams was not in
(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.
simpler, but more objective, hourly-rate standard, Berkley has
failed to establish that $350 is a reasonable hourly rate.
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
establish the time spent on Williams’ behalf.
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”).
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.
(Id. at 99:24-
The invoices are not a reliable estimation of the time
At issue is Berkley’s representation of Williams in the
Regions Bank appeal, FED action, Writ of Certiorari action, and
(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
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.
party proved the value of the watch or the car at trial. Whatever
the value, because Berkley cannot recover, there is nothing to
Berkley did not show how much time he devoted to work for
As noted, a necessary element of a quantum meruit
action is that “[t]he party to be charged received the goods or
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.
(D.E. No. 94, 76:7-76:12.)
Williams, and Chazz Bartley in the FED action.
(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.)
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.
Berkley’s testimony compounds the difficulty of estimating
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
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
For the foregoing reasons, Berkley’s claim against Williams
SO ORDERED this 14th day of July, 2021.
/s/ Samuel H. Mays, Jr.
SAMUEL H. MAYS, JR.
UNITED STATES DISTRICT JUDGE
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