IN THE COURT OF APPEALS OF THE STATE OF MISSISSIPPI NO. 2017-CA-01775-COA IN THE MATTER OF THE ESTATE OF LEE HOUSE BURFORD, DECEASED: GINGERRICHARDS AND KIMBERLY ARCHER, AS COMANAGERS OF THE BLACKBURN FIRM LLC APPELLANTS

v. WALTER WENDELL FREEMAN, EX ECUTOR APPELLEE DATE OF JUDGMENT: 12/06/2017 TRIAL JUDGE: HON. VICKI B. DANIELS COURT FROM W HICH APPEALED: TATE COUNTY CHANCERY COURT ATTORNEYS FOR APPELLANTS: HARRIS H. BARNES III JAMES W ILLIAMS JANOUSH S. GRAY EDMONSON ATTORNEYS FOR APPELLEE: JOHN THOMAS LAMAR III TAYLOR ALLISON HECK NATURE OF THE CASE: CIVIL - CONTRACT DISPOSITION: AFFIRMED - 04/16/2019 MOTION FOR REHEARING FILED: MANDATE ISSUED: BEFORE J. WILSON, P.J., GREENLEE AND McCARTY, JJ. McCARTY, J., FOR THE COURT: ¶1. This case concerns an em ploy m ent contract between a n attorney and his client. W e

m ust decide whether t he chancery court erred by cancelling the contract due t o the attorney ’s death and ordering com

pensation f

or the attorney ’s f

irm on a quantum m eruit basis. Finding no error, we af

f irm

. FACTS ¶2. In 2008, Lee H ouse Bu r f o r d e n t e r e d into an em

p loy m e nt contract with Barry C.Blackburn f or legal services. The contract stated as f ollows:
T H I S A G R EEMENT, m ade this 4th day of June, 2008, at O live Branch , Mississippi, by and between LEE HOUSE BURFORD, hereinaf ter ref erred to as “Client,” and BARRY C. BLACKBURN o f T HE B L ACKBURN LAW FIRM, PLLC, hereinaf

ter ref erred to as “Attorney .” Client retains Attorney t o represent him as his Attorney at law in connection with his estate p l an and the adm inistration o f h i s estate, including but not lim ited t o preparation of estate planning docum ents, consultations, updates/revisions, and the f orm al adm inistration of his estate upon his dem i se including assistance with Client’s revocable living trust. Theref ore, Client and A t t orney have agreed that Attorney shall receive a f ee of Two Hundred and Sixty -Five Thousand Dollars ($265,000.00) f or his services rendered f

rom his estate upon his dem ise. Further, client em powers h i m to institute all legal action as m ay

be advisable in his judgm ent. ¶3. A d d itionally , b oth B urf ord and Blackburn agreed that the contract “shall bin d t h e i r estates, successors and a ssigns, whether so expressed or not, a nd shall inure t o the benef it of the successors and assigns of Client and Attorney .” The contract also c ontained a clause that entitled Blackburn to reasonable attorney ’s f ees if he had t o f

ile suit to collect his f

ees owed under the contract. The contract was signed by both parties and notarized. ¶4. About six y ears af ter the co n t ract was signed, Blackburn p assed away . P rior to his death, Blackburn h ad convey ed t he Blackburn L aw Firm (BLF) into a revocable living trust. Ginger Richards a nd K im berly Archer, the m a nagers of BLF and executors of Blackburn’s estate, e s tablished an account on b ehalf of B LF to collect m oney owed and pay outstanding debts. The m anagers also changed the n am e of BLF to The Blackburn Firm LLC (the Firm ). Archer stated that Jason B ailey , a local attorney , helped her and Richards f ile the petition to

2probate Blackburn’s e state. 1 The record in c l u d es t he order a c cepting Blackburn’s will f or probate and granting letters testam entary

. B ai l ey prepared and subm i tted the order. Blackburn’s w ill also containe d a c l a u se requesting that his e xecutors hire Bailey to adm inister Blackburn’s estate. There is nothing in t he record t o suggest that Burf ord cancelled or rescinded the c ontract f or services—a f

act t hat the attorney f

or Burf ord’s estate conceded during oral argum ent. ¶5. Burf

ord died i n February 20 1 5

. O n b e h a l f o f W a l t e r F r eem a n, the executor of Burf ord’s will, B a i l ey f

iled a probate petition in the Tate County Chancery Court. 2 The

m anagers subsequently f

iled a probate claim against Burf ord’s estate f

or the contracted sum of $265,000. F reem an objected to the claim

. I n their response to Freem an’s objection, the

m anagers conceded that Blackburn did not handle t he f orm al adm inistration of Bu r f o r d ’ s
estate and that a r eduction in the am ount owed to Blackburn would be a ppropri ate based upon the costs associated with probating Burf ord’s estate. ¶6. Af ter a hearing, the chancery court f ound that th e c o n t r a c t b e t w e e n B urf ord and Blackburn was c ancelled due to the im possibility of p erf

orm ance, i.e., B lackburn’s death. The chancery court ruled that “Blackburn’s duties under the contract were clearly s p elled out and he was unable to c om e close t o perf orm ing those duties due to his death.” The chancery

court concluded that the F irm was entitled to collect f ees f rom Burf ord’s estate o n a quantum

m eruit basis. During the h e aring, Archer had produced two docum ents listing t he scheduled

1 A rch er t estif

ied th a t B ailey h ad b een i n terested i n b u y in g B L F b u t u ltim a t ely m o v ed o u t o f state.

2 B ailey later w ith d rew as co u n s el. 3m eetings and t he list of estate-planning docum ents draf te d f or B urf ord. B ased upon these docum ents, the chancery court f ound that Blackburn had docum ented perf orm ing thirty -six hours of work f

or Burf ord prior to Blackburn’s death. T he chancery court then determ ined

t h a t a $ 2 50 per-hour f

ee was reasonable f

or the work perf

orm ed and awarded the F i r m $9,000. ¶7. The Firm now appeals, arguing several issues t hat we have condensed as f ollows: (1) the contract was valid and should be enf orced a s written; (2) even i f q uantum m eruit was the
proper b asis, then the am ount awarded should be based on the am ount s t ated in the contract; and (3) attorney ’s f

ees should have been awarded according to the contract.

STANDARD OF REVIEW ¶8. T h i s C o u r t w i l l not disturb a chancery c o urt’s f i ndings o f f

act u nles s t h e y a r e

m anif estly wrong or cle a r l y erroneous or unless the chancellor applied an erroneous legal standard. Ainsworth v. Ainsworth , 139 S o. 3d 761, 762 (¶3) (Miss. Ct. App. 2014). However, we review a chancellor’s conclusions of law de novo. Lowrey v. Lowrey , 25 So. 3d 274, 2 85 (¶26) (Miss. 2009). Questions involving the construction and i nterpretation of

contracts are que s t i o n s o f law that we review d e novo. Royer Homes of Miss. Inc. v. Chandeleur Homes Inc. , 857 So. 2d 748, 751 (¶4) (Miss. 2003). DISCUSSION I. The contract w as not fully perform ed. ¶9. The Firm argues that a v alid contract existed between Burf ord and Blackburn and that it m ust be autom atically paid the $ 265,000. The contractual term s s t ated that the agreem ent

4was “between Lee House Burf ord, hereinaf

ter ref erred to as ‘client,’ and Barry C. Blackburn of t he Blackburn Law Firm PLLC, hereinaf t er ref erred to as ‘ attorney .’” (Em phasis added). The term s ref

er to Blackburn individually a nd not the Blackburn Law Firm

. All s ides agree that Blackburn perf

orm ed his duties under the contract f or over six y ears p rior t o his death. This contract i s in the nature of a personal-service s c o n t r a c t , a nd not a contract with the attorney ’s f

irm

. ¶10. W h ile Burf

ord’s estate strenuously a rgues t hat the contract f or personal services itself is invalid due to the am ount of the f ee, we do not n eed to reach that q uestion, as we f

ind that the contract was unable to be com pleted af ter B lackburn’s d eath d

ue to t he im

possibility of perf orm ance. Perf

orm ance of a contract is excused by “the illness or death of the prom isor who contracted t o r e nder personal services.” Miller v. Parker McCurly Properties LLC , 36 So. 3d 1234, 1240 (¶12) ( Miss. 2010); accord Baptist Mem’l Hosp.-N. Miss. Inc. v. Lambert , 157 So. 3d 109, 114 (¶¶12-13) (Miss. Ct. App. 2015) ( discussing a phy sician who received

a m edical diagnosis t h a t h e was n o l onger f it to practice m edicine and was excused f rom perf orm ing a contract due to the doctrines of im possibility and im

p racticability )

. “ W here a
contract is m ade with an attorney , and it is specially contracted o r understood that he alone is to d o the work or to render the services, or that his skill exclusively i s depended u pon, then the death of the attorney term inates the contract, whether he be alone or a m em b er of a f irm .” Clifton v. Clark , 83 Miss. 446, 6 So. 251, 253 (1904). Blackburn agreed t o perf orm a series of estate-related services f o r B urf o rd f or a set f ee, but Blackburn died prior to com p leting his express obligations under the contract.

5¶11. Althoug h t h e F i r m b r o u g h t in a nother a ttorney to handle t he estate adm inistration

expressly contracted-f

or in t he agreem ent, the contract was f or B l a ckburn to perf

orm the

estate adm inistration personally —not his f

irm or another attorney

. As a result, Bailey could

not f ulf ill the contract i n B lackburn’s stead. N o r d i d Bailey e v er join Blackburn’s f irm or purchase t he f

irm af ter Blackburn’s death. As a res u l t , t he contract cannot be enf orced to grant the Firm

the f u l l am ount. The chancery court’s ruling on this point is af f irm ed.
II. Quantum m eruit provided a basis for com pensation. ¶12. Since we agr e e t h a t t h e c o n t r a ct could n ot be com pleted due to im

possibility

of perf orm ance, we m

ust determ ine whether the chancery court properly awarded the Firm on

a quantum m eruit b asis. “Quantum m e r u i t recovery is a contract rem e dy which m ay be
prem ised e ither on express or ‘im plied’ contract, and a prerequisite to establishing grounds f or quantum m eruit recovery is claim ant’s reasonable expectation of com pensation.” In Re
Estate of Fitzner , 881 S o. 2d 164, 173 ( ¶ 2 5) (Miss. 2 003). The e s sential elem ents of
recovery under a quantum

m eruit claim

are: (1) valuable services w ere rendered o r m aterials f urnished; ( 2) f

or t he person sought to be charged; (3) which services and m aterials were acc e p t ed by the person sought t o be charged, [ and] used and enjoy ed by him ; and (4) under such circum s tances as reasonably notif ied [ the] person sought to be charged that [ the] plaintif

f , i n perf orm i ng such services, was expected to be paid by [ the] person sought to be charged. Id. at 173-74. ¶13. There is no doubt that Blackburn did perf o rm services f

o r Burf o rd under the contract and should rec e i v e c o m

p e n s ation as a result. Yet the Firm protests t hat it was entitled to

m uch m ore than the $ 9,00 0 t hat the chancery court awarded, and argues that the chancery

6court f

ailed to consider the uncontradicted testim ony that B lackburn perf orm ed m ore work f or Burf ord than the records indicated. ¶14. As set out above, all sides agree that Blackburn provided services under the contract f or alm ost six y ears. A r c h e r , w h o was Blackburn’s paralegal d uring this tim e period, was the sole w itness at the hearing, and m uch of her testim ony f

ocused on t he wide-ranging work Blackburn perf

orm e d f or B urf ord during the six y ears between the f orm ation of the contract and Blackburn’s death. “ Undisputed testim ony , which i s not so unre a s o n a b l e a s to be unbelievable, mu s t be t aken a s t ruth.” R eeves Royalty Co. Ltd. v. ANB Pump Truck Serv. , 513 So. 2d 595, 599 ( Miss. 1987). For “in the absence of c ontradictory evidence, courts are b o u nd to accept t he only c redible evidence of f ered in a proceeding and apply the correc t law.” MSU v. PETA , 992 So. 2d 595, 607 (¶20) (Miss. 2008). ¶15. However, Archer o n l y i n t r o d uced o ne docum e nt listing the num ber of scheduled

m eetings between Blackburn and Burf ord a t the o f

f ice, a nd another docum e nt l i s t i n g the numb e r o f e state-planning docum ents d raf ted f or Burf ord. She also testif

ied that m uch of the work perf

orm ed b y Blackburn—either m eetings, conf erences, o r phone calls—was not docum ented d

ue to the nature of the contract. According to Archer, Burf ord called Black b u r n o n h i s cell phone “all the tim e” and would f r equently “pop i n” at the of f ice. Burf ord als o w e n t to Blackburn’s house “quite of t en.” Likewise, Blackburn m et with Burf ord a f ter o f f ice h ours and on the weekends. She also stated that Blackburn “changed [ Burf ord’s] docum ents quit e a b i t , ” and she said, “I would say m ay be m onthly , certainly .” She then said t h a t d

ue to a “volatile relationship w ith another g entlem an [ Burf ord] would

7want to change his docum ents every tim e he changed his clothes.” ¶16. I n a d d i t i o n t o t h e e s tate planning s p ecif ically s et out in the contract, Blackburn perf orm ed o ther legal work f or Burf ord, i ncluding a rea l e s t a t e c losing and an insurance claim on a car wreck. Archer’s testim ony indicated that Blackburn undertook this additional legal work under the auspices of the contract. The uncontested evidence was clear that Blackburn substantially perf orm ed his duties under the contract. The chancery court saw f it

to com pensate t he F i r m b ased solely on the recorded events and t he testim o ny of the paralegal and a t a r a t e of $250 p er hour, which Archer testif ied was within t he range of Blackburn’s hourly

rate of $250 to $375. ¶17. Under o ur standard of review, the chancery c o u r t’s f actual determ i nations m

ust be af f irm ed unless there was m anif est error. Th e c h ancery court heard t he paralegal’s testim o ny , reviewed t h e d o c u m ents, and considered the s cope of the w ork perf orm ed. Ultim a tely , the chancery court was in the best position to weig h the evidence of quantum

m eruit com

pensation. W hile not every case will be the sam e, o r turn on com pensation based
upon a record of work perf orm e d by the hour, in t his i nstance we cannot say the chancery

court com m itted m a nif

est error. ¶18. The F irm also urges that it could have been com pensated by a percentage agreem ent. However, the contract f

or personal services did n ot contain such a clause, a n d w e w i l l not draf t one f or the parties. There was evidence in the record that Blackburn had used such a percentage clause f

or com pensation in at least one other contract, but did n ot do so in the one
at hand. Our rule o f c ontracts h as long been that specif icity m ay prevent headaches at a later

8date because “the answer t o the objection of hardship in all such cases being t hat it m ight

have b een guarded against by a p r oper stipulation.” Piaggio v. Somerville , 119 Miss. 6 , 80 So. 342, 344 (1919). To the extent that the Firm is f rustrated that it did not recover a greater f ee despite the attorney ’s service over m any y ears, the contract was not segm ented in a way
to gr ant com

pensation per y ear, per task, or o n a percentage basis. W e cannot say the chancery court com m itted any

error in ruling upon the contract presented to us. ¶19. For this s am e r eason t he Firm is not entitled t o f urther f ees a nd costs f

or its ef f orts to

recover com

p ensation per the contract. As set out above, the c ontract f ailed due to im p ossibility of perf

orm a nce. T he chancery court considered the language of t he contract, weighed the evidence, and allowed the Firm to recover b ased u pon the t estim ony and docum ents produced into evidence at trial. W e f i nd there was no error on this point. ¶20. AFFIRMED. BARNES, C.J., GREENLEE, W E STBROOKS, TINDELL, M cDONALD, LAWRENCE AND C. WILSON, JJ., CONCUR. J. WILSON, P.J., CONCURS WITH SEPARATE WRITTEN OPINION, JOINED B Y C. WILSON, J .; M cDONALD, J., JOIN S I N PART. CARLTON, P.J., CONCURS IN RESULT O NLY WITHOUT SEPARATE WRITTEN OPINION. J. WILSON, P.J., CONCURRING: ¶21. I concur that the decision and judgme n t o f t h e chancery c o urt should be af f irm ed based on the doctrine of im possibility of perf

orm ance. The judgm ent also could b e af f irm ed

on the ground that the f

ee a greem ent at issue is invalid because it purports to charge an unreasonable attorney ’s f e e. I. Relevant Facts

9¶22. Blackburn’s f ee agreem e nt purported t o c h arge a f ee of $265,000 f

or legal services

“ i n c o n n ection with [ Burf

ord’s] estate planning docum ents, consultations, u pdates/revis i o n s , and the f orm al adm i nistration of [ B urf o rd’s] e s t ate upon his dem ise including assistance with [ Burf ord’s] revocable living trust.” 3 ¶23. Blackburn draf

ted Burf ord’s f ive-page w ill that w as adm itted to p robate in this case. The will is not unusual or com plicated. I n response to disc o very requests, Blackburn’s f orm er paralegal, K im

berly Archer, created a list of all docum ents that Blackburn allegedly draf ted f or Burf ord, as w ell as all subsequent revisions t hat were m ade to those docum ents. Archer listed a healthcare power of attorney , a p o w e r of a ttorney , a revocation of som e unknown docum e nt, a certif icate of trust, a r ev o c a b l e l i ving trust, a nd a pour-over will. Blackburn did n ot produce any of these docum ents a t trial o r present any other evidence of their nature or purpose. N otably , Archer testif ied that all of the docum ents were originally draf ted i n J a n u a r y 2 0 07, but the f ee agreem ent between B lackburn and Burf o rd was not signed until June 4, 2008. This obviously raises a q uestion as to whether the original draf ts

were even covered by the f ee agreem ent o r were p aid f o r separately

. The testim ony at trial did not answer that question. ¶24. Archer’s list also shows that Blackburn revised som e of Burf ord’s docum e n ts in April and again in May 2007—still prior to the execution of the f ee agreem e nt that Blackburn is

attem pting to enf

orce in this case. Finally , Archer’s list s h o w s r evisions to f o ur of the docum ents in May

2009.

3 I w ill ref er to b o th B lack b u rn an d h is estate as “B lack b u rn ” an d to b o th B u rf o rd an d h is estate as “B u rf

o rd .” 1 0¶25. Archer testif ied that s he actually draf

ted these docum ents herself under Blackburn’s direction. She t estif

ied that i t did not take her l onger than two hours to draf t any o f the docum ents and several took her only ten or twenty m inutes. ¶26. Archer also created a list o f all scheduled o f f i c e me e t i n g s between Blackburn and Burf ord. She l isted thirteen s uch m eetings between 2 007 and 2011

. S i x of the thirteen

m eetings o ccurred prior to the execution of t he f ee agreem ent at issue. Archer testif ied that none of the m eetings lasted longer than two hours. ¶27. Archer’s testim ony at trial was vague and of f ered f ew specif i c s . S h e contradicted herself , and her answers seem ed to change depending o n who w as asking the questions. On d i r ect exam ination, in response to questions f rom B lackburn’s lawy er, she testif ied, “We changed [ B u r f

o r d ’ s ] d ocum e nts quite a bit. I would say m ay be m onthly , certainly .”
How ever, on cross-exam ination, Archer was a sked to conf irm that “there were no other revisio n s o t her than what” was s hown on t he l ist discussed above. Archer responded, “[ T]hose are t he o nly t i mes that we revised i t, i s that list right there.” Finally , on redirect

exam ination, Archer reasserted that Burf or d “would want t o c h ange h is docum ents every tim e he changes his clothes.” ¶28. Archer testif

ied that B urf

ord would stop by

the of f ice “of ten” or “quite a bit” to see Blackburn and that t heir unscheduled m eetings were not recorded or r ef lected on her list of

m eetings. She also testif ied that Blackburn and Burf ord m et outside the of

f ice af ter hours and som etim es had dinner (“steak and whiskey ”) together. On c r o s s - e x a m ination, Archer testif i ed as f ollows regarding those out-of

- of f ice m eetings:

1 1Q.

. . . [ Y ]ou’re not telling the Court today t hat those were all business m e etings, are y o u? I j u s t w a n t to m ake sure that’s not what y ou’re say ing. A. I wouldn’t know if they were or they

weren’t. I wasn’t there. Q.

. . . . [ Y]ou don’t k now that they weren’t all just personal m e etings; is that correct? A. I can’t say

either way

. But then on redirect exam ination, Archer agreed, over a hearsay objection, that Blackburn had told her that “m any

of [ the out-of

-of f ice] m eetings were to discuss estate planning.” ¶29. A r c h er also claim ed that Blackburn “did a r eal estate closing [ f o r B u r f o r d ] a n d handled an insurance claim w hen” Burf ord was in a car wreck. However, s he “couldn’t f ind”
any of those f

i les. There was no testim o ny o r evidence as to when the closing or c ar wreck occurred. Nor was there a ny t estimo n y or e vidence concerning B lackburn’s tim e or what services h e perf

orm ed in connection with either. Archer claim ed that B l a c k b u r n handled these two issues f

or Burf ord at no charge because of their f ee agreem ent. However, she also acknowledged that the real estate closing and t he car wreck were not covered b y the actual

term s of the f ee agreem ent. ¶30. Archer asserted that B lackburn expected t hat Burf ord would have a “taxable estate.” She im plied that this me a nt that Burf ord’s estate planning was m o re c om plicated than a ty pical estate. However, Blackburn did not i ntroduce a ny evidence of the size o f B urf ord’s

estate or what p l anning was done f or it. T he o nly m eaningf

ul evidence of assets in the record is that Burf

ord owned real property in Tate County with a t otal a p p r aised value of approxim a tely $242,998.74. I n a pleading, the estate represented to the c hancery court that

1 2the total value o f the estate was a pproxim a t e l y $ 4 6 3 , 000, c o nsisting of the real property , “som e cash and b onds, a sm all am o unt of f arm equipm ent, a pickup truck and m iscellaneous household and personal item s .” The chancery court adopted that f i gure in its f

indings of f

act, albeit without any

supporting docum entation.
II. Analy s is ¶31. Rule 1.5 of the Mississippi Rules of Prof essional Conduct clearly m andates that “[ a] lawy er’s f

ee shall be reasonable.” M.R.P.C. 1.5(a). Section 34 of the R estatem ent (Third) of the Law Governing L awy ers (2000) likewise states that “[ a] lawy er m ay not charge a f ee larger than is reasonable under t he circum s t a n c e s . ” T his p rinciple applies not only in disciplinary disputes but also in contract disputes b etween lawy ers and clients. 1 Geof f rey C

. Hazard et al., The Law of L awyering § 9.06.1, a t 9-18 (4th ed.) (“[ I]n a variety of ci v i l

contests between lawy ers and clients over f ees, t he client will p revail unless the l awy er’s f ee is reasonable.”). Indeed, “courts are generally m ore l ikely to f ind a f ee unreasonable in the

sense that it is u n e nf

orceable against the c l ient than they are to f ind t he sam e f

ee so unreasonable as to warrant prof essional d iscipline.” Id. at 9-23. “[ I]n f ee disputes between lawy er and client, [ an unreasonable] f e e will not be approved

. . . even though t he parties had agreed to the fee .” Restate me n t , supra , § 34 cm t. a (em p hasis added). I n such cases, “[ a] client-lawy er f

ee arrangem ent will be set aside when its provisions are unreasonable to the client.” Id. cm t. b ( em

phasis added); accord 1 R obert L. Rossi, Attorneys’ Fees § 1: 1 8 , at 1-56 (3d ed.) (“Courts m ay scrutinize f ee agreem ents to determ ine the reasonableness of the f ee, and have the i nherent power to ref use t o enf orce contracts f

or excessive f

e es. Thus, the

1 3excessiveness o f t h e f e e m ay be asserted by the client as a contract def ense in an action to recover an attorney ’s f

ee.”). 4 ¶32. “Such a r

ule o b viously e ncroaches upon the f reedom of contract, but the lim itation of reasonableness i s a longstanding one.” 1 Hazard et al., supra , § 9.02, at 9-8. M oreover, the rule sim ply recognizes that “[ l]awy ers . . . owe the i r clients g reater d uties than are owed under t h e g e n e ral law of contracts.” Restatem ent, supra , § 34 cm t. b; see also, e.g. , In re A.H. R obins Co. , 86 F .3d 364, 374 (4th Cir. 1996) ( “An attorney has the burden of proof as
to the reasonableness of his f ee when he sues to recover f r om his c l ient. This allocation of the burden of proof is prem ised on the r e l a t i o n s h ip o f trust owed by a lawy e r t o h is client, with concom itant obligation to charge only a r easonable f ee . . . . This approach is at the very heart of t h e special relationship between attorney a nd client.”) ( quoting McKenzie Construction Inc. v. Maynard , 7 5 8 F

. 2d 97, 100 (3d Cir. 1985)). “Fee contracts between attorney and client are the subjects of special interest and concern t o the courts, and are not
to b e enf orced on t he sam e basis a s ordinary com m e rcial c ontracts.” 1 Rossi, supra , § 1:13, at 1-42. ¶33. There ar e f

e w r e p o r t e d M i s sissippi c a ses about contractual f ee disputes between attorney s and clients. However , a s s t a t e d above, our law is clear that a l awy er m ay not charge or attem

pt to c ollect an unreasonable or excessive f ee. See M.R.P.C

. 1

. 5 ( a ) ; Miss.

4 “A lth o u g h reaso n ab len ess is u su ally assessed as o f th e tim e th e co n tract w as en tered in to , later ev en ts m ig h t b e relev a n t.” R estatem en t, su p ra , § 3 4 c m t. c . F o r in stan ce, a larg e f lat f ee m ay b e f

o u n d u n reaso n ab l e i f i t f ar ex ceed s t h e reaso n a

b l e v alu e o f th e serv ices u ltim ately p ro v id ed b y th e atto rn ey . 1 H azard et a l., su p ra , § 9 .0 6 .2 , at 9 -2 4 to -2 5 ; Jef f rey Jack so n & D o n ald C am

p b ell, P ro fessio n a l R esp o n sib ility fo r M

ississip p i L a w yers § 2 2 :7 , at 2 2 -9 (2 0 1 0 ). 1 4State Bar Ass’n v. A Miss. Atty. , 489 So. 2d 1081 (Miss. 1986). Moreover, the Mississippi

Suprem e Cour t h a s h e l d t h at a f ee agreem e n t “ will be held invalid” if it provides f or a f ee that “is so excessive in proportion to the services to be rendered as to be i n f act oppressive

or extortionate.” Fitzpatrick v. Kellner , 187 Miss. 843, 850-51, 1 93 So. 911, 912-13 (1940); accord Ownby v. Prisock , 243 Miss. 203, 207-08, 138 So. 2d 279, 280 (1962). ¶34. The f

ee agreem ent at issue i n this case is i nvalid and u nenf orceable because it purports
to charge a n unreasonable a nd excessive f ee. T he record shows t hat Blackburn draf ted and later revised a relatively

sim ple will and a f

ew o ther docum ents. The other docum ents are
not even in the record, but apparently none took m

u ch tim e f

or Archer to create. As noted above, the original draf

ts o f the will and other docum ents and two rounds of later revisions

a l l p r e d a ted the f

ee agreem e nt that Blackburn is attem pting to enf

orce in this c ase . Blackburn im

plies that Burf

ord’s estate was expected to be large or com plicated, but there is n o credible evidence in the record to s how t hat. There was t e s tim ony s uggesting that Burf ord was perhaps a d if

f icult client who required som e special attention; however, as discussed above, that testim o ny was also vague and internally contradictory

. T here was also
vague testim o ny tha t B l a c kburn handled a “car w r eck” and a “real estate closing” f or Burf ord. But Blackburn p r e s e n t e d absolutely no evidence as t o what or how m uch t im e either m atter involved. More im portant, n either m a t t e r r elated to the f ee a g reem ent that Blackburn seeks to enf o rce in this case, which covers only es t a t e p l a n n ing and adm inistration. ¶35. In af

f irm ing t he judgm e n t o f t h e c h a n c ery court, we also a f f irm t he chancellor’s

1 5f

inding t hat “approxim ately 36 hours of work” was actually proven b ased on the testim ony p r e s e n t e d at trial in this case. That is a reasonable f inding based on the “ less-than- i d e a l evidence presented by the parties to the litigation.” Pruitt v. Pruitt , 144 So. 3d 1 249, 1252- 53 (¶11) (Miss. Ct. App. 2014) (em phasizing that a chancellor’s f indings m ust be based on the evidence presented by the parties, even if that e v i d e n c e i s l ess t han ideal). A f ee of $2 6 5 ,000 f

or thirty

- six hours of w ork i s clearly u nreasonable and e xcessive, and no other evidence was prese n t e d at trial that could possibly justif y s uch a f

ee. Burf ord u ltim ately received a relatively s i m

ple will a n d a f

ew other docum ents t hat, while not in the record,

a p p a r e ntly w ere not com plicated to create. For t hose services, $265,000 clearly is a n unreasonable and excessive f ee. This renders the f

e e agreem e nt invalid a nd unenf orceable. Fitzpatrick , 187 Miss. at 8 50-51, 193 So. at 912-13; O wnby , 2 43 Miss. at 207-08 , 1 3 8 So. 2d at 280; Restatem ent, s u p r a , § 3 4 c mt. a; Hazard et al., supra , § 9.06.1, at 9-18; Rossi,

supra , § 1:18, at 1-56 (3d e d.). Theref ore, the j udgm ent of the chancery court could also be af f irm ed on this ground. 5
C. WILSON, J . , JOINS THIS OPINION. McDONALD, J ., JOINS THIS OPINION IN PART.

5 A lth o u g h th e ch an cery co u rt d ecid ed th is case o n o th er g ro u n d s , th e estate alleg ed th at th e f ee w as u n reaso n ab l e in its o b j ectio n to t h e p ro b a ted claim , an d t h e estate b rief ed th e issu e o n ap p eal as an a ltern ativ e g ro u n d f o r a f f irm an ce. T h e ap p ellee is “en titled to raise an y altern ativ e g ro u n d b ased o n th e p lead in g s in th e c o u rt b elo w w h i ch w o u l d su p p o rt th e j u d g m en t h ere.” B ro ca to v. M iss. P u b lish ers C o rp
. , 5 0 3 S o . 2 d 2 4 1 , 2 4 4 (M iss. 1 9 8 7 ). N o cro ss-ap p eal w as r e q u i r e d f o r t h e estate to raise th is altern ativ e g r o u n d f o r af f irm an ce. E m p ire A b ra sive E q u ip . C o rp . v. M o rg a n , 8 7 S o . 3 d 4 5 5 , 4 6 1 (¶2 1 ) (M iss. 2 0 1 2 ). 1 6