1The Hon. Lyle Strom, United States District Judge for the District of

Nebraska, sitting by designation. 

United States Court of Appeals

FOR THE EIGHTH CIRCUIT

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Nos. 98-2936WM, 98-3043WM

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Kansas City Power & Light Company, *

*

Plaintiff-Appellant, *

*

v. *

* On Appeal from the United

Jack R. Manson, * States District Court for

* the Western District of

Intervenor Defendant-Appellee, * Missouri. 

*

Western Resources, Inc.; Robert L. *

Rives, *

*

Defendants. *

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Submitted: March 8, 1999 

Filed: March 17, 1999

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Before RICHARD S. ARNOLD and HANSEN, Circuit Judges, and STROM,1

District Judge.

___________

RICHARD S. ARNOLD, Circuit Judge.
2The Hon. Scott O. Wright, United States District Judge for the Western

District of Missouri.

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These appeals (an appeal and a cross-appeal) come from an order of the District

Court2 in a corporate-takeover case. For a description of the underlying litigation,

which involved a question of Missouri corporation law, see Kansas City Power &

Light Co. v. Western Resources, Inc., 939 F. Supp. 688 (W.D. Mo. 1996). The

District Court awarded approximately $520,000 in fees and costs to two law firms

representing a shareholder of Kansas City Power & Light Company who intervened

in the case. 

In the main appeal, brought by Jack R. Manson, the intervening shareholder,

the major argument raised is that the District Court erred in awarding fees on the

"lodestar" basis, taking into account only the hours expended by the attorneys and

what the Court found to be a reasonable hourly rate. Mr. Manson argues that the

Court should have used a different method, the "percentage of benefit" approach, a

method which, in the estimation of appellant, would have produced a fee award in the

neighborhood of six million dollars. Mr. Manson also argues that the District Court

erred in fixing the attorneys' hourly rates. We affirm. The District Court was

intimately familiar with the litigation before it, much more familiar than we could be,

and was therefore in a position to judge the extent of the contribution that Mr.

Manson and his lawyers made to a result favorable to their side on the issue of the

interpretation of the Missouri corporation statute. In addition, the District Court was

in the best position to determine the overall amount of the award. If appellant

believes that one of his law firms has been undervalued, and the other one overvalued, he may easily make the adjustment himself. The award of fees and costs is

to the client, not directly to the lawyers. 

The cross-appeal is brought by Kansas City Power & Light Company, which

argues that no fees should have been awarded. It is true, as the cross-appellant urges,
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that the lawsuit was brought by it, not by Mr. Manson. The original case was brought

by Kansas City Power & Light Company against Western Resources, Inc., and a

named shareholder of the plaintiff. As we have noted, Mr. Manson, appellant in the

main appeal, was an intervenor. The District Court, however, was of the view that

Mr. Manson and his lawyers contributed substantially to the result of the case, which

was favorable to the Western Resources side. We defer to the District Court's

assessment of the extent of Mr. Manson's contribution to this result. Kansas City

Power & Light did not contest, in the District Court, either the hours expended or the

hourly rates submitted. We see no abuse of discretion on the part of the District

Court. 

Affirmed. 

A true copy.

Attest: 

 CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.