Session February 23, 2017
from the Circuit Court for Davidson County No. 15C3765
Hamilton V. Gayden, Jr., Judge
former client sued his former attorney for breach of
contract, and the trial court entered judgment in favor of
the client for $3, 500. Because the trial court found that
the attorney had "justifiable reasons" for
terminating the contract, and because the contract provided
that the $7, 000 set fee paid by the client at the beginning
of the representation was earned upon payment, we have
determined that the trial court erred in entering judgment in
favor of the client.
R. App. P. 3 Appeal as of Right; Judgment of the Circuit
Court Reversed and Remanded
Xingkui Guo, Nashville, Tennessee, Pro Se.
J. Downton, Nashville, Tennessee, for the appellee, Woods
& Woods, PP.
D. Bennett, delivered the opinion of the Court, in which
Frank G. Clement, Jr., P.J., M.S., and W. Neal McBrayer, J.,
D. BENNETT, JUDGE
and Procedural Background
Guo signed a contract, structured as an engagement letter,
with the Law Offices of Woods & Woods ("the
Firm"), on June 15, 2014, for the Firm to represent him
in an ongoing lawsuit against two of his former employees.
Allen Woods, an attorney with the Firm, had primary
responsibility for Mr. Guo's case. The engagement letter
contains the following pertinent provisions regarding the
You and the firm both agree that a set fee and a fee
contingent upon the outcome of your litigation involving your
pending lawsuit for libel and malicious prosecution is the
appropriate method to determine our legal fee in this case.
Please be advised that the Law Offices of Woods and Woods
does not guarantee any specific outcome or certain result.
All parties, however, agree that upon the execution of this
Engagement Letter, you will deposit with Woods and Woods, PC
a set fee of $7, 000 for all work performed with regard to
the initial trial in regard to your already pending lawsuit.
Thereafter, following final resolution of this case in your
favor, whether as a result of receiving a court ordered
judgment for a certain amount or as a result of an agreed
upon settlement between you and the adverse party(ies), Woods
and Woods, PC shall be entitled to 33% of any judgment or
settlement actually collected, minus the $7, 000 fee already
paid to the firm. The set fee is earned upon payment and
does not guarantee any certain result.
(Emphasis added). The contract further states: "[The
Firm] may terminate this representation at any time, for good
cause . . . ." Upon signing the engagement letter, Mr.
Guo paid the Firm $7, 000, and the Firm began its
representation of Mr. Guo.
disagreement arose between Mr. Woods and Mr. Guo beginning in
early October 2014. After Mr. Woods conducted phone
interviews with two third-party witnesses, he strongly
advised Mr. Guo against taking their depositions because he
thought their testimony would hurt Mr. Guo's case and
because he thought it would be unethical to depose the
witnesses under the circumstances. When Mr. Guo insisted that
Mr. Woods depose these two witnesses, Mr. Woods withdrew as
Mr. Guo's attorney.
2015, Mr. Guo filed a civil warrant in general sessions court
against Mr. Woods for breach of contract. The warrant was
amended to dismiss Mr. Woods individually and substitute the
Firm as the proper defendant. On October 1, 2015, the general
sessions court entered judgment in favor of Mr. Guo in the
amount of $2, 275. Mr. Guo appealed to circuit court, and the
Firm answered, denying any breach of contract and,
alternatively, asserting a claim for offset pursuant to
quantum meruit for services rendered by the Firm.
Firm filed a motion for summary judgment on December 29, 2015
along with a statement of undisputed material facts. On
February 5, 2016, Mr. Guo, acting pro se, filed an unsigned
response to the Firm's motion. On February 16, 2016, the
Firm filed a motion to compel a response to its
interrogatories and request for production of documents and
to deem admitted its requests for admission due to Mr.
Guo's failure to respond to them.
trial was set for June 23, 2016. On June 17, 2016, the Firm
filed a motion in limine requesting that the trial court rule
on several matters. First, the Firm asked the court to rule
on the pending motion for summary judgment, which had been
heard months earlier and upon which the court had reserved
ruling. Second, the Firm asserted that the court should
dismiss the lawsuit based upon Mr. Guo's failure to
prosecute, particularly his failure to respond to the
interrogatories. Third, the Firm requested that the court
declare the factual averments set forth in its statement of
material facts to be accurate and not in dispute due to Mr.
Guo's failure to respond to them. At the beginning of the
hearing, as stated in its final order, the trial court
"merge[d] the issues presented by Defendant in its
Motion for Summary Judgment into the issues presented during
the Bench trial."
the trial, the trial court heard testimony from Mr. Guo and
Mr. Woods. Mr. Woods testified about his work on Mr.
Guo's case and stated that he had interviewed the two
police officers at issue in contemplation of taking their
depositions. After those interviews, Mr. Woods stated, he
advised Mr. Guo that the police officers' depositions
would hurt his case and that it would be unethical for Mr.
Woods to depose them. Over Mr. Woods's objections, Mr.
Guo introduced testimony from Renee Brewer, a private
investigator, who stated that she had talked to the two
police officers and that they could not recall speaking with
Mr. Woods. The trial court stated at the hearing that it did
not accept Ms. Brewer's testimony, but this finding is
not reflected in its order.
In its final order, entered on July 8, 2014, the trial court
found, in pertinent part:
Defendant admits that it refused to take the depositions of
these witnesses, but states that it refused to take the
depositions because to do so would violate Rule of
Professional Conduct 1.2(d) and would further the Plaintiffs
ulterior motive to take those depositions for a fraudulent
purpose not related to the litigation. The Defendant requests
that the Court rule it is entitled to the entirety of the $7,
000.00 fee the Plaintiff previously paid it. In support of
its argument, the Defendant offers evidence that its
attorneys performed 20.4 hours of work on the Plaintiffs
lawsuit. Plaintiff ...