Torres, Scammon, Hincks & Day, LLP v. Stephen F. Cass.

NOTICE: Summary decisions issued by the Appeals Court pursuant to M.A.C. Rule
23.0, as appearing in 97 Mass. App. Ct. 1017 (2020) (formerly known as rule 1:28,
as amended by 73 Mass. App. Ct. 1001 [2009]), are primarily directed to the parties
and, therefore, may not fully address the facts of the case or the panel's
decisional rationale. Moreover, such decisions are not circulated to the entire
court and, therefore, represent only the views of the panel that decided the case.
A summary decision pursuant to rule 23.0 or rule 1:28 issued after February 25,
2008, may be cited for its persuasive value but, because of the limitations noted
above, not as binding precedent. See Chace v. Curran, 71 Mass. App. Ct. 258, 260
n.4 (2008).

COMMONWEALTH OF MASSACHUSETTS

APPEALS COURT

24-P-747

TORRES, SCAMMON, HINCKS & DAY, LLP,

vs.

STEPHEN F. CASS.

MEMORANDUM AND ORDER PURSUANT TO RULE 23.0

The plaintiff law firm (firm) brought this action to

recover legal fees from its former client, the defendant. After

a bench trial, a judge of the Superior Court found in favor of

the firm. The defendant now appeals, arguing that the judge

erred in allowing the firm to recover despite alleged violations

of ethical rules and improper withdrawal from representation,

and that quantum meruit was not available as a remedy. We

affirm.

Background. In 2015, the defendant reached out to his

longtime friend, a lawyer, regarding potential legal issues

relating to his employment. In 2016, the defendant engaged his

friend's firm to represent him in connection with a lawsuit
against his employer. The firm took the defendant's case on a

contingency fee basis. After two years of litigation, the firm

moved to withdraw following unsuccessful mediation. The

defendant obtained successor counsel, who took the defendant's

case to trial and obtained a jury verdict in his favor including

$100,000 in compensatory and $150,000 in emotional distress

damages. The verdict included the award of attorney's fees to

the defendant. Successor counsel reached out to the firm so

that both could submit their fee requests in connection with a

petition on behalf of the defendant. The firm submitted a

request for fees, supported by affidavit and billing records.

At a hearing concerning the attorney's fees, the judge who

had presided over the jury trial asked successor counsel to

adjust the fee request to remove items not fairly charged to the

other party and to attempt a resolution with respect to the

fees. Over the course of the next several weeks, the parties

negotiated and ultimately arrived at an agreement whereby, among

other things, the firm would receive $190,634 for its legal work

on behalf of the defendant. Pursuant to this agreement, the

defendant signed a general release and confidential settlement

agreement, and the parties filed a stipulation of dismissal with

prejudice. Successor counsel received payment from the other

party.

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Shortly thereafter, a person purporting to represent the

defendant contacted the firm and asserted that the firm was not

entitled to fees. The person directed successor counsel not to

disburse the funds designated for the firm. Successor counsel

placed the amount allocated to the firm into escrow and tendered

it to the court. As a result, the firm received no payment for

legal work performed on behalf of the defendant.

The firm then brought an action in Superior Court against

the defendant seeking a declaration that the defendant was not

entitled to any of the escrowed funds, alleging that the

defendant had breached the engagement letter with the firm and

had violated the covenant of good faith and fair dealing by

preventing the firm from being paid for its legal services, and

alternatively seeking recovery in quantum meruit. After a

three-day bench trial, the judge found, on a special verdict

slip, that the defendant had breached a contract with the firm,

as well as his duty of good faith and fair dealing, and awarded

damages in the amount of $190,634; alternatively, the judge

found that the firm was entitled to damages in the same amount

on a quantum meruit theory. The judge also declared that the

defendant had no right to the funds held in escrow.

Discussion. On appeal, the defendant claims that the judge

erred in allowing the firm to recover legal fees when the firm

violated ethical rules relating to legal fees and improperly

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withdrew from representation of the defendant. The defendant

also contends that quantum meruit recovery was unavailable

because there was a governing contract in place.

Because the parties agreed to waive detailed findings of

fact pursuant to Rule 20(2)(h) of the Rules of the Superior

Court (2018), our review "shall be according to the standard of

review that would apply to a verdict by a jury in a case tried

to a jury and to the judgment entered thereon." Rule 20(8)(b)

of the Rules of the Superior Court (2018). This means that the

judgment will be upheld if "anywhere in the evidence, from

whatever source derived, any combination of circumstances could

be found from which a reasonable inference could be drawn in

favor of the [prevailing party]." Rabassa v. Cerasuolo, 97

Mass. App. Ct. 809, 814 (2020), quoting Dobos v. Driscoll, 404

Mass. 634, 656, cert. denied, 493 U.S. 850 (1989).

Here, the firm presented evidence that it had an engagement

letter agreement in which it agreed to represent the defendant

on a contingency fee basis. The letter provided that, in the

event of termination of representation prior to conclusion of

the case, the firm could seek payment for work performed prior

to termination. The letter provided that such payment would not

exceed the lesser of (i) the fair value of services rendered or

(ii) the contingency fee to which the firm would have been

entitled upon occurrence of the contingency. The judge awarded

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the firm damages in the amount of $190,634, consistent with the

terms of the engagement letter agreement.1

The defendant's action in preventing the firm from

receiving its earned fees constituted not only a breach of the

agreement, but also a breach of the defendant's duty of good

faith and fair dealing. See A.L. Prime Energy Consultant, Inc.

v. Massachusetts Bay Transp. Auth., 479 Mass. 419, 434 (2018)

(covenant of good faith and fair dealing provides that neither

party shall do anything which will have effect of destroying or

injuring right of other party to receive fruits of contract;

breach occurs when one party violates reasonable expectations of

other). There was also no error in the judge's alternative

finding that, even without the contract terms allowing the firm

to recover after termination, the firm would still be entitled

to receive payment of the fair value of its services in quantum

meruit. See Malonis v. Harrington, 442 Mass. 692, 696-697

(2004) (lawyer not entitled to recover on contingency fee

contract after client terminated him retained right to be

compensated for his services).

1 There was evidence that the fair value of services
rendered by the firm was at least $190,634. There was also
evidence that the defendant's gross recovery was $800,000, such
that the thirty percent contingency fee to which the firm would
have been entitled was $240,000. The firm's recovery after
termination was limited to the lesser of these amounts --
$190,634.

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The defendant argues that the firm violated Mass. R.

Prof. C. 1.5 (c), as amended, 480 Mass. 1315 (2018), by failing

to provide an itemized statement of services rendered and

expenses incurred within twenty days of the termination of

representation. The firm concedes that it failed to provide

such a statement, but argues that it was not required to do so.

The firm contends that its engagement letter agreement with the

defendant was drawn from the Rule's model "Contingent Fee

Agreement, Form A," such that the requirement of the statement

was obviated. See Mass. R. Prof. C. 1.5 (f) (1), (2) (model

agreements satisfy requirements of Rule 1.5 [c]; lawyer who uses

Form A "does not need to provide any additional explanation to a

client beyond that otherwise required by this rule").

Whether or not ethical rules required the firm to provide

the statement within twenty days of termination, the defendant

has not shown that a misstep in complying with this rule, in the

circumstances of this case, results in negation of the firm's

contractual right to be paid. See Sunrise Equip. & Excavation,

Inc. v. Construction Mgt. & Bldrs., Inc., 104 Mass. App. Ct.

669, 678-679 (2024) (looking to purpose of rule to determine

whether violation requires nullification of agreement). Here,

the firm never sought to recover its fees from the defendant

himself. It only submitted its requested fees to the court

after the defendant was awarded attorney's fees, to be paid by

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the other party; further, there was never an issue as to the

reasonableness of the fees charged by the firm. Clients may not

rely on violation of an ethical rule to absolve themselves of a

contractual obligation to pay legal fees where the rule was not

intended to protect clients in their position. See Saggese v.

Kelley, 445 Mass. 434, 440-441 (2005).2

The defendant further contends that the judge erred in

allowing the firm to recover legal fees because it had

improperly withdrawn from representation. See Bank of Am., N.A.

v. Prestige Imports, Inc., 89 Mass. App. Ct. 741, 748-749 (2016)

(right to recover fees may be forfeited due to wrongful

withdrawal from case). Far from showing any impropriety, the

evidence at trial showed that the firm had sought to withdraw

due to a conflict of interest that arose during mediation of the

case, that the firm consulted with the Board of Bar Overseers

regarding the matter, and that the firm concluded that it was

ethically obligated to withdraw; further, the judge in the

underlying action agreed and allowed it to withdraw. Thus, the

evidence allowed the judge to conclude that the firm did not

2 The defendant also argues that the firm's failure to
provide a written statement, along with its discussions
regarding an attorney's lien, led to confusion and ambiguity and
put him at risk of paying "two full contingencies." Yet, there
was no attorney's lien or contingency fee actually in play in
this case.

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wrongfully withdraw from the case and therefore did not forfeit

its right to recover fees.

The judge's finding in favor of the firm on special verdict

slip is supported by the record.

Judgment affirmed.

By the Court (Singh,
D'Angelo & Hodgens, JJ.3),

Clerk

Entered: August 20, 2025.

3 The panelists are listed in order of seniority.

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