In the 

United States Court of Appeals 

For the Seventh Circuit ____________________ 

Nos. 18-2850, 18-2851, 18-3725, & 19-1054 

MERLE L. ROYCE, 

Plaintiff-Appellee, 

v.

MICHAEL R. NEEDLE P.C., 

Defendant-Appellant, 

v.

AMARI COMPANY, INC., et al., 

Defendants-Appellees, 

and

RICHARD JOSEPH COCHRAN, et al., 

Appellees. 

____________________ 

Appeals from the United States District Court for the 

Northern District of Illinois, Eastern Division. 

No. 15-cv-00259 — Rebecca R. Pallmeyer, Chief Judge. 

____________________ 

ARGUED JANUARY 14, 2020 — DECIDED FEBRUARY 20, 2020 

____________________ 
2 Nos. 18-2850, et al. 

Before WOOD, Chief Judge, and ROVNER and ST. EVE, Circuit 

Judges. 

ST. EVE, Circuit Judge. This dispute over attorney’s fees has 

a long, tortured history. Not because it is unduly complex or 

involves novel legal issues, but because one of the attorneys—

Michael R. Needle—protracted it every step of the way. He 

routinely and unapologetically tested the district court’s patience, disregarded court orders, and caused unnecessary delays. As a result, the district court sanctioned Needle multiple 

times for “obstructionist and vexatious” tactics. 

The fee dispute arose only because Needle steadfastly 

took an objectively frivolous position that he and his co-counsel, Merle L. Royce, were entitled to the lion’s share—almost 

sixty percent—of their clients’ settlement in an underlying 

suit as attorney’s fees. Even Royce rejected Needle’s position 

because the plain language of the contingent fee agreement 

provided that attorney’s fees shall be one-third of the settlement. The district court found the same, and then decided a 

sub-dispute over the division of the aggregate attorney’s fee 

between Royce and Needle under a separate co-counsel 

agreement. The court awarded Needle sixty percent and 

Royce forty percent of the aggregate attorney’s fee. 

Needle appeals both decisions relating to the attorney’s 

fee, the sanctions assessed against him, and a host of other 

perceived errors. We affirm the judgment in all respects because the district court’s rulings were correct, the sanctions 

were appropriate, and Needle’s other arguments are baseless. 

I. Background 

At its core, this is a simple contract dispute. It became protracted, however, and devolved into a three-and-a-half-year 
Nos. 18-2850, et al. 3

row with over a thousand docket entries. Many, if not most, 

of the filings were unrelated to resolving the merits. Our job, 

however, is made considerably easier because the district 

court—first Judge Shadur and then Judge Pallmeyer—effectively managed this problematic litigation. 

A. The underlying RICO action 

This case stems from an underlying civil Racketeer Influenced and Corrupt Organizations (RICO) action filed in 2007, 

Amari Inc., et al. v. John Burgess, et al., No. 07-cv-1425 (N.D. Ill.). 

Though not initially plaintiffs’ counsel, Needle and two Illinois attorneys eventually came to represent the Amari plaintiffs—a group of sixteen individuals and companies. Needle 

is a Pennsylvania attorney and the “sole attorney, shareholder, officer and employee” of his law firm, Michael R. Needle P.C. (“Needle P.C.”). (In every practical sense, Needle and 

Needle P.C. are the same.) The three attorneys drafted and 

executed a contingent fee agreement with their clients. According to Needle, the fee agreement went through five 

drafts. 

The two Illinois attorneys would both later withdraw from 

the representation, so Needle recruited another Illinois attorney to serve as his co-counsel and local counsel, Royce. Needle and Royce entered into a co-counsel agreement that set 

forth their division of any attorney’s fee received in the RICO 

action. Specifically, they agreed to split half of any fee equally 

and the other half proportional to the time each spent on the 

matter. 

Together Needle and Royce litigated the Amari suit for 

several years before successfully settling the case in November 2013. Pursuant to a confidential settlement agreement, the 
4 Nos. 18-2850, et al. 

parties settled the RICO action for $4.2 million. Importantly, 

the settlement agreement provided only for a single lumpsum settlement amount of $4.2 million (payable in installments according to a set schedule), without any further provisions relating to attorney’s fees, costs, expenses, or the like. 

All payments were made to Royce as escrow agent. 

B. The attorney’s fee dispute 

Instead of bringing an end to the matter, Needle was not 

happy with his cut of the settlement. He asserted that the attorneys, he and Royce, were entitled to a greater fee amount 

than Royce and the client group did. Specifically, Needle 

wanted $2.5 million, or approximately sixty percent, of the 

settlement amount as attorney’s fees, leaving the plaintiffs—

his clients—with $1.7 million. Needle and Royce also disagreed over the appropriate division of the attorney’s fee between themselves. The conflict froze the settlement proceeds 

in escrow, so Royce filed an interpleader action seeking a determination of the correct disbursements under the contingent fee agreement and the co-counsel agreement. 

C. The district court proceedings 

In the interpleader action over the attorney’s fee, Needle 

P.C. was initially represented by Cafferty Clobes Meriwether 

& Sprengel LLP, a local law firm. Needle P.C. answered the 

complaint and filed extensive, multicount counterclaims 

against both Royce and the Amari plaintiffs. In the counterclaims, Needle P.C. sought a constructive trust on the escrow 

account; a declaratory judgment regarding the division of the 

settlement fund between the plaintiffs and the attorneys and 

between Royce and Needle; and a declaratory judgment that 

section IV.1(A) of the contingent fee agreement (as opposed 
Nos. 18-2850, et al. 5

to section IV.1(B)) governed the attorney’s fee. Needle P.C. 

also brought claims against Royce for misrepresentation and 

conversion. We are centrally concerned with Needle P.C.’s 

counterclaim that section IV.1(A) of the fee agreement controls the contingent fee dispute. 

The core of Needle P.C.’s position—which underlies this 

entire litigation—was that the attorney’s fee was “separately 

negotiated” during the RICO suit settlement negotiations and 

included in the lump-sum settlement amount, thus triggering 

subparagraph (A) of the fee provision: “(A) any fee paid to 

us ... pursuant to any settlement agreement.” The district 

court expressed to Needle P.C. on at least three different occasions that it had serious concerns that Needle P.C. could 

present this claim consistent with Federal Rule of Civil Procedure 11(b). Needle P.C. did not heed the warning and continued to assert the counterclaim. So Royce and the Amari plaintiffs moved to dismiss the claim and also for Rule 11 sanctions. 

The district court dismissed the count asserting that section IV.1(A) governed the attorney’s fee determination, finding that Needle P.C.’s arguments were “not merely wrong but 

frivolous, disregarding what anyone having taken a first-year 

contracts class could identify as the pivotal legal issues” and 

“utterly devoid of merit.” The dismissal came with an award 

of sanctions against Needle P.C. and Cafferty Clobes, which 

is discussed later. 

1. Needle’s pro hac vice admission 

Following briefing on the motion to dismiss and sanctions, 

Cafferty Clobes moved to withdraw as Needle P.C.’s 
6 Nos. 18-2850, et al. 

counsel.1 Two months passed before a new attorney sought to 

appear only as local counsel and Needle moved for leave to 

appear pro hac vice on behalf of Needle P.C. The motion was 

immediately met with opposition. Royce raised a concern that 

Needle’s representation of Needle P.C. would implicate the 

lawyer–witness rule, while the Amari plaintiffs pointed out an 

alleged inaccuracy—or outright false representation—in Needle’s application for admission. The pro hac vice form asks if 

the applicant is “currently the subject of an investigation of 

the applicant’s professional conduct.” Needle checked the 

box for “No.” According to the Amari plaintiffs, this was false 

because at the time there were two active complaints and investigations pending before the Pennsylvania attorney disciplinary board. Though Needle attached an addendum to his 

application explaining that during a telephone call with a disciplinary board staff attorney he was “informed” and “believed” there was no active investigation relating to him, he 

never received written notification of a disposition of either 

complaint. The Amari plaintiffs also contacted the disciplinary 

board and were informed that both investigations of Needle 

were still active. 

The district court attempted to address Needle’s pro hac 

vice application and the attendant issues at a status conference on October 19, 2015. It did not go well. The court permitted Needle to appear telephonically, at Needle’s request, so 

1 As noted, the district court sanctioned Cafferty Clobes for the Rule 

11 violations that occurred while serving as counsel of record and before 

its withdrawal from the case. Cafferty Clobes later apologized to the court 

and opposing counsel for its role in filing the frivolous pleading and cooperated with opposing counsel to amicably pay its share of the fee award 

without objection or further litigation. 
Nos. 18-2850, et al. 7

that he did not have to travel from Philadelphia to Chicago. 

But Needle failed to call the court at the scheduled time. When 

Needle’s local counsel then called him from the courtroom, 

Needle blamed court staff for giving him the wrong number. 

The bigger problem, however, was that Needle took the call 

on his cell phone in public from a courthouse in Philadelphia. 

Needle could not participate effectively because of the ambient noise on his end. Even though counsel for Royce, counsel 

for the Amari plaintiffs, and local counsel were all present in 

court, Needle prevented the hearing from going forward as 

planned. 

The court was understandably frustrated—it accommodated Needle by allowing him to participate telephonically 

and Needle abused that privilege. The court continued the 

hearing to another date and ordered Needle to pay the costs 

of counsel’s in-person attendance at the aborted hearing. 

At the rescheduled hearing, Needle asserted only that the 

lawyer–witness objection to his pro hac vice admission was 

premature. But the legal issues at hand would inevitably require Needle’s testimony, and thus the lawyer–witness objection was ripe for ruling. The court denied Needle’s motion to 

appear pro hac vice and directed local counsel to discuss the 

scope of his representation of Needle P.C. and whether he 

would now serve as lead counsel. Three days later, local counsel withdrew. 

2. Needle P.C.’s second amended pleadings 

Needle P.C. went the next six months without counsel and 

the litigation stalled. Needle himself decided to “ignor[e] the 

litigation” by “not being on the telephone, not talking to anybody about it.” In an effort to get the case back on track, the 
8 Nos. 18-2850, et al. 

court reluctantly permitted Needle to appear pro hac vice. 

Further, the court permitted Needle to refile the second 

amended counterclaims that he had previously attempted to 

file without leave. In doing so, however, the court gave Needle a strict order: “File it, but don’t make any substantive 

changes.” Needle obviously understood, how could he not, 

responding, “I am not going to other than what I just said” 

about correcting two typographical errors. 

Mere days after the hearing Needle indicated his intent to 

ignore the court’s order—and his own promise to the court—

by telling opposing counsel that he was “working on” the revised versions of the second amended pleadings, which 

“would add certain details.” Judge Shadur held another hearing for the sole purpose of making an already plain court order even more plain. Nonetheless, later that day, Needle filed 

a motion for leave to file the second amended pleadings under seal, attaching the proposed filings that contained numerous substantive changes. This brought on a new round of motions, including for sanctions. 

The district court was not amused. Judge Shadur nevertheless gave Needle yet another chance to file compliant 

pleadings. The third time was not a charm: Needle still did 

not obey the court’s order. Because of Needle’s “stubborn refusal to comply” with the court’s order to refile the pleadings 

with only promised typographical corrections, Judge Shadur 

rejected Needle P.C.’s proposed amended pleadings. Instead, 

Judge Shadur treated the versions that Needle originally attempted to file without leave to do so as Needle P.C.’s operative pleadings. The court also granted Royce’s fee petition in 

the amount of $24,480, and further ordered that Needle pay 

an equal amount, $24,480, to the Clerk of Court as a sanction 
Nos. 18-2850, et al. 9

for the “burdens thrust on the judicial system by Needle’s 

conduct.” 

3. Delays in the litigation 

At this point, after a year and a half of proceedings and 

over three hundred docket entries, the case still had not progressed past the pleading stage. In addition to the amended 

pleading debacle and willful violation of the court’s order, 

over the course of the next several months Needle repeatedly 

and continuously failed to adhere to scheduling deadlines 

and requested extensions at the last minute—sometimes on 

the actual due date of a submission—which in turn would upset preset schedules and hearings. To make matters worse, 

while he requested extra time to complete necessary filings, 

Needle took the time to file several lengthy submissions related to ancillary and irrelevant issues. “Because of the inappropriateness of Needle’s conduct during the limited period 

since he was granted pro hac vice status, that status [was] revoked,” and Needle was “ordered to obtain responsible new 

counsel to represent” Needle P.C. Further, the court struck 

without prejudice Needle P.C.’s second amended counterclaims so that “new counsel [could] give prompt consideration to what portions of the now-stricken pleadings by Needle 

P.C. can properly be considered for reassertion in compliance 

with the objective and subjective good faith demanded by 

Rule 11(b).” Consequently, two years into the litigation, Needle P.C. still did not have an operative pleading. 

A month went by with Needle P.C. failing to retain new 

counsel, so Needle filed a motion for extension of time to find 

counsel. The court granted the motion, ordering Needle to 

provide regular updates on his efforts, but also temporarily 

reinstating Needle’s pro hac vice admission on a limited basis 
10 Nos. 18-2850, et al. 

so the case could proceed “in an orderly way.” The order requiring Needle P.C. to obtain independent counsel remained 

intact. 

Three months later Needle still had not retained counsel 

for Needle P.C., nearly fifteen months after local counsel 

withdrew. Due to the failure to “comply with [the] Court’s 

repeated orders to obtain counsel ... coupled with (a) the litigation tactics regularly employed by Needle in this action as 

well as (b) the false statements previously revealed to have 

been made by Needle in having sought and having obtained 

pro hac vice status in the first place,” Judge Shadur revoked 

Needle’s pro hac vice status once again. 

Royce then moved for an order of default because Needle 

P.C. had failed to defend the action by not obtaining counsel 

for an unjustifiable period of time. The court set a briefing 

schedule, under which Needle requested and was given sixty 

days to respond. Like Groundhog Day, the day before his response brief was due Needle moved for an additional two 

weeks to file it. Needle claimed he just discovered he had not 

ordered a transcript he apparently needed—an entirely 

avoidable delay. The court granted the extension, but not 

without consequences. The court imposed sanctions under 

28 U.S.C. § 1927 in the form of the reasonable costs and fees 

that Royce’s counsel incurred as a result of the further delay 

and the additional appearance at a preset hearing. 

Judge Shadur was set to retire soon, so the fee action was 

randomly reassigned to Judge Pallmeyer pursuant to 

28 U.S.C. § 294(b). When the case came to Judge Pallmeyer in 

June 2017, it was two-and-a-half years old and had largely 

been consumed by needless disputes. 
Nos. 18-2850, et al. 11

At that point, Judge Shadur had ruled that Needle and 

Royce together were entitled to one-third of the RICO settlement. Two disputes remained. The first was whether retainer 

payments made to the attorneys during the RICO action were 

to be deducted from the aggregate attorney’s fee. The second 

was the division of the aggregate attorney’s fee between 

Royce and Needle pursuant to the co-counsel agreement. 

4. Deduction of retainer payments 

Judge Pallmeyer set an evidentiary hearing on the matter 

of the retainer payments. Royce and the Amari plaintiffs 

moved to bar Needle from appearing or participating as 

counsel at the evidentiary hearing based on his past conduct 

and the revocation of his pro hac vice status. Judge Pallmeyer 

granted the motion to the extent Needle was barred from appearing as counsel for Needle P.C., but permitted Needle to 

participate in the hearing to represent his personal interests. 

During the evidentiary hearing, Needle cross-examined 

the two witnesses who testified and presented himself as an 

additional witness. He conducted a direct examination of 

himself, testifying in narrative fashion, and was cross-examined as well. Needle also introduced exhibits during the evidentiary hearing. Indeed, Needle had sent opposing counsel 

about 1,400 pages of proposed exhibits in advance of the hearing. 

After the evidentiary hearing, Judge Pallmeyer ruled that 

retainer payments totaling $62,789 were authorized by the 

management committee and by Needle, and thus were to be 

deducted from the share of attorney’s fees. As part of her decision, Judge Pallmeyer noted that she “d[id] not find Mr. 

Needle’s position credible.” 
12 Nos. 18-2850, et al. 

5. The Royce–Needle co-counsel fee division 

Following the determination regarding the retainer payments, the Royce–Needle fee split, which required Needle 

P.C.’s direct participation, was the sole remaining issue. The 

district court yet again ordered Needle to retain counsel for 

Needle P.C., and gave him thirty days to do so. On the last 

day of the deadline, three attorneys from the law firm Cozen 

O’Connor filed appearances for Needle P.C. The representation did not last long, less than three months, before Cozen 

O’Connor withdrew from the case for good cause.2 Another 

attorney, Frank Fusco, substituted as counsel for Needle P.C. 

and continues to represent Needle P.C. on appeal. 

The co-counsel agreement, which Needle drafted, provided that any attorney’s fee 

will be divided as follows: half of any such fee will be 

divided equally, regardless of time or effort of either of 

us, and the second half of any such fee will be divided 

in proportion to the time you and I have spent on this 

matter, regardless of any hourly rate. 

The district court first found that the fee-splitting provision 

complied with the relevant rules of ethics and thus was valid. 

Therefore, Needle and Royce would divide half of the fee 

equally and the other half proportionally. 

As to the proportional amount, Needle argued that the appropriate time split was 75/25 in his favor. After reviewing the 

2 The circumstances surrounding Cozen O’Connor’s withdrawal as 

counsel for Needle P.C. and whether Cozen O’Connor is entitled to its fees 

in quantum meruit are the source of another dispute and are the subject of 

a separate opinion issued today. 
Nos. 18-2850, et al. 13

briefs and the records, the court estimated that the proper 

proportional time division was 70/30 in favor of Needle, only 

five percent less than Needle advocated. Therefore, at the end 

of the day, Needle was entitled to sixty percent of the aggregate contingent fee amount ((1⁄2 x 50%) + (1⁄2 x 70%)) and Royce 

forty percent ((1⁄2 x 50%) + (1⁄2 x 30%)). 

6. The end of the fee dispute 

The district court entered final judgment on July 24, 2018. 

The judgment precisely distributed the RICO action’s $4.2 

million settlement (now $4,062,476.01 being held in the 

court’s registry) among all Amari plaintiffs and all attorneys. 

After the final judgment was entered, Needle P.C. moved 

for a new trial or to alter the judgment pursuant to Federal 

Rule of Civil Procedure 59. The crux of the motion was that 

(1) Needle P.C. was not permitted to reinstate the second 

amended counterclaim when it obtained new counsel, (2) the 

court did not engage in the requisite fact finding required to 

determine the allocation of the aggregate attorney’s fee between Royce and Needle, and (3) Needle P.C. is entitled to a 

new evidentiary hearing on the retainer issue because Needle 

was not permitted to represent the professional corporation 

and submit pretrial and posttrial submissions on its behalf. 

Judge Pallmeyer denied the motion. The issues overlap with 

the issues presented on appeal, so we will address them as 

appropriate below. Significantly, though, regarding Needle 

P.C.’s challenge to the reinstatement of the second amended 

counterclaim, the court noted that after Judge Shadur initially 

struck it, both Cozen O’Connor and Mr. Fusco had ample opportunity to review the stricken pleading and seek reinstatement (or leave to file a newly amended pleading) but did not 
14 Nos. 18-2850, et al. 

do so until Mr. Fusco eventually did in the Rule 59 motion 

after final judgment. 

The fee action was finally disposed of in the district court 

after three-and-a-half-years of litigation. This appeal by Needle P.C. followed. 

II. Discussion 

Needle P.C. raises myriad issues on appeal. In general 

terms, its challenges relate primarily to jurisdiction, the determination of the aggregate attorney’s fee under the contingent 

fee agreement, the determination of the attorney’s fee split between Royce and Needle pursuant to the co-counsel agreement, and the sanctions imposed against Needle.3 Though 

many of the arguments are underdeveloped and impenetrable, we address each argument raised in turn. 

A. Jurisdiction 

Needle P.C. starts with jurisdiction, as we do ourselves, 

and asserts that the district court lacked “interpleader jurisdiction” to hear the fee action. As best can be discerned, Needle P.C. contends that the parties should have submitted the 

entire attorney’s fee dispute to arbitration instead of bringing 

it in federal court based on an arbitration provision. This is 

3 Needle P.C. also purports to raise another issue on appeal, that it 

was error to allow the management committee to issue a schedule of distribution. But Needle P.C. lacks standing to bring this challenge. The distribution schedule sets forth what amount of the settlement (less the onethird attorney’s fee) each Amari plaintiff is to receive. It in no way affects 

Needle P.C.’s share of the attorney’s fee. See Lujan v. Defs. of Wildlife, 

504 U.S. 555, 560 (1992). 
Nos. 18-2850, et al. 15

not a jurisdictional argument, however, but a contractual 

right-to-arbitrate argument. 

The presence of a contractual arbitration provision cannot 

confer federal jurisdiction. See Vaden v. Discover Bank, 556 U.S. 

49, 58–59 (2009); Magruder v. Fid. Brokerage Servs. LLC, 818 F.3d 

285, 287 (7th Cir. 2016) (“The Federal Arbitration Act, 9 U.S.C. 

§§ 1–16, does not grant federal jurisdiction.”). But the inverse 

is not also true; if there is an independent basis for federal jurisdiction, an arbitration provision does not strip the federal 

court of its jurisdiction. “Subject-matter jurisdiction cannot be 

forfeited or waived ... .” Ashcroft v. Iqbal, 556 U.S. 662, 671 

(2009). On the other hand, a party can waive a contractual 

right to arbitration. Kawasaki Heavy Indus., Ltd. v. Bombardier 

Recreational Prod., Inc., 660 F.3d 988, 994 (7th Cir. 2011). And 

to the extent Needle had a right to arbitrate the attorney’s fee 

dispute, he clearly waived it. 

We will infer waiver of the right to arbitrate if, considering 

the totality of the circumstances, a party acted inconsistently 

with the right to arbitrate. Kawasaki, 660 F.3d at 994. This includes, among several other factors, “the diligence or lack 

thereof of the party seeking arbitration,” which should 

“weigh heavily” in the analysis. Cabinetree of Wis., Inc. v. Kraftmaid Cabinetry, Inc., 50 F.3d 388, 391 (7th Cir. 1995). Needle 

never moved to compel arbitration and invokes the arbitration provision for the first time on appeal. A delay of over 

three-and-a-half years is alone sufficient to find waiver, particularly where Needle actively participated in the litigation. 

See St. Mary’s Med. Ctr. of Evansville, Inc. v. Disco Aluminum 

Prod. Co., 969 F.2d 585, 589 (7th Cir. 1992). But Needle’s delay 

does not stand by itself. 
16 Nos. 18-2850, et al. 

On appeal, Needle tells us that he “questioned the use of 

interpleader” before the district court. Quite the opposite, 

Needle explicitly argued to the district court that “the binding 

mediation provision does not encompass or require a stay of 

Needle’s counterclaims,” which, like the matters the court adjudicated, involved “the determination of the aggregate attorneys’ fee.” Reading further, “Needle respectfully submits that 

[the federal court] is the proper forum to resolve all claims to 

the Settlement fund. Accordingly, the binding mediation provision should not stay any of the proceedings in this case.” 

Needle’s affirmative, unequivocal representation to the district court constitutes a waiver of the right to arbitrate and 

slams the door shut on any assertion that he can invoke it 

now. See Cabinetree, 50 F.3d at 390 (“[A]n election to proceed 

before a nonarbitral tribunal for the resolution of a contractual 

dispute is a presumptive waiver of the right to arbitrate.”). 

We also confirm the district court’s subject-matter jurisdiction to the extent Needle P.C. suggests it was lacking. “For 

that purpose, we must look to the suit as a whole, and we 

must assess whether jurisdiction was proper as of the time the 

suit commenced.” Autotech Techs. LP v. Integral Research & 

Dev. Corp., 499 F.3d 737, 742 (7th Cir. 2007). Royce alleges that 

diversity jurisdiction existed at the time he filed his interpleader complaint. Diversity jurisdiction requires (1) complete diversity of citizenship between the plaintiffs and the 

defendants, and (2) an amount in controversy that exceeds 

$75,000, exclusive of interest and costs. 28 U.S.C. § 1332(a); see, 

e.g., Del Vecchio v. Conseco, Inc., 230 F.3d 974, 977 (7th Cir. 

2000). Neither requirement is in dispute. In fact, Needle P.C.’s 

principal brief readily admits as much: “There was diversity. 

... The settlement exceeded $75,000, as did many claims on 

it.” And our own independent review confirms that the 
Nos. 18-2850, et al. 17

requirements of § 1332(a) were met in this case. We are satisfied that the district court had jurisdiction over Royce’s interpleader claim. 

B. Interpretation of the contingent fee agreement 

Needle P.C. challenges the district court’s motion to dismiss ruling, which he contends misconstrued the plain meaning of “pursuant to” in the attorney’s fee provision of the contingent fee agreement. We review a district court’s dismissal 

for failure to state a claim without deference. Shipley v. Chi. 

Bd. of Election Comm’rs, 947 F.3d 1056, 1060 (7th Cir. 2020). We 

take all well-pleaded facts as true and draw all reasonable inferences in the nonmoving party’s favor. Id. at 1060–61. 

The attorney’s fee provision, section IV.1 of the contingent 

fee agreement, provides that Needle and Royce, together, 

will be entitled to a contingent fee equal to the greater 

of: (A) any fee paid to us pursuant to a judgment and 

award of fees under the RICO or other fee shifting statute or pursuant to any settlement agreement, or

(B) one-third of any recovery actually received, with 

the recovery to be computed as any and all damages, 

treble damages, punitive damages, costs, expenses, attorney’s fees or other compensation actually paid, 

whether pursuant to settlement agreement or judgment, less any retainer paid .... 

Needle P.C. claims that subparagraph (A) of the fee provision 

controls the attorney’s fee, as opposed to subparagraph (B). 

This is because, according to Needle, a $2.5 million attorney’s 

fee was “separately negotiated during the discussions that led 

to the Settlement” of the RICO action, which was allegedly 

included in the lump-sum settlement amount. Under his 
18 Nos. 18-2850, et al. 

reading of the provision, then, subparagraph (A) applies because the attorney’s fee is a “fee paid to us ... pursuant to any 

settlement agreement.” Otherwise, the one-third floor provided for in subparagraph (B) would net him far less. 

The argument turns on the interpretation of a contract for 

fees, so we look to Illinois contract law. In re Solis, 610 F.3d 

969, 972 (7th Cir. 2010). In Illinois, words in a contract that are 

clear and unambiguous must be given their plain and ordinary meaning. Thompson v. Gordon, 948 N.E.2d 39, 47 (Ill. 

2011); see also In re Solis, 610 F.3d at 972 (“In Illinois (as in all 

states), a court gives contract terms their ‘common and generally accepted meaning,’ as informed by the ‘context of the 

contract as a whole.’” (quoting Krilich v. Am. Nat’l Bank & Tr. 

Co. of Chi., 778 N.E.2d 1153, 1164 (Ill. App. Ct. 2002)). Here, 

the contingent fee agreement is clear on its face and its plain 

meaning easily resolves the issue. 

It is uncontested that the RICO settlement agreement does 

not expressly provide for attorney’s fees. The settlement 

agreement provides for a lump-sum settlement payment of 

$4.2 million to “Plaintiffs” and sets forth a payment schedule. 

There is no term, reference, or hint in the settlement agreement to attorney’s fees. Not even an implication. We could 

stop here—it defies common sense to argue that that an attorney’s fee is “pursuant to” a settlement agreement that says 

absolutely nothing of the sort. 

Nevertheless, Needle P.C. insists that “pursuant to” carries a broad meaning that does not demand that the settlement agreement state the attorney’s fee. Of course, “pursuant 

to” can have multiple dictionary definitions. Indeed, “pursuant to” can mean: “In compliance with; in accordance with; 

under;” “As authorized by; under;” or “In carrying out.” 
Nos. 18-2850, et al. 19

Pursuant to, Black’s Law Dictionary (11th ed. 2019); see also 

Fruitt v. Astrue, 604 F.3d 1217, 1220 (10th Cir. 2010) (using 

same definitions of “pursuant to”); Acad. Imaging, LLC v. Soterion Corp., 352 F. App’x 59, 74 (6th Cir. 2009) (same); Tenn. 

Gas Pipeline Co. v. FERC, 17 F.3d 98, 104–05 (5th Cir. 1994) 

(same). But under any definition, the meaning is the same in 

this context. If the alleged attorney’s fee is “authorized by” 

the settlement agreement, or the attorney’s fee is to be paid 

“in compliance with” or as part of “carrying out” the settlement agreement, then the attorney’s fee must find its roots in 

the settlement agreement. There must be something, but there 

is nothing. There is no plausible construction of “pursuant to” 

that would mean an allegedly “separately negotiated,” noncontractual, and nonidentifiable fee is a fee paid “pursuant 

to” the settlement agreement. 

Reading the contract as a whole points to the same conclusion. The contingent fee agreement uses the phrase “pursuant 

to” twice in subparagraph (A). While Needle focuses exclusively on the second use in subparagraph (A), “pursuant to 

any settlement agreement,” the first use undercuts any argument he may have had. The first half of subparagraph (A) 

states: “any fee paid to us pursuant to a judgment and award 

of fees under the RICO or other fee shifting statute.” A fee 

paid “pursuant to” a statutorily authorized fee award is necessarily expressly stated, at least in some minimal form. No 

judgment could “award” attorney’s fees pursuant to a fee 

shifting statute yet leave the actual “award” unstated. So 

when the very same phrase “pursuant to” is used in the second half of the clause, we construe it the same. An attorney’s 

fee paid “pursuant to” a settlement agreement is a fee at least 

minimally indicated therein. 
20 Nos. 18-2850, et al. 

Needle’s argument also suffers from a fatal factual flaw. 

Over the course of many years of litigation, Needle has relentlessly avowed that the $2.5 million attorney’s fee was “separately negotiated,” yet he has never identified a single piece 

of evidence that supports his claim. We scoured the record too 

and came up empty. Tellingly, one of Needle’s own clients 

foreshadowed this outcome when this fee dispute first materialized: “There is no question, the settlement language 

clearly states the plaintiffs have been awarded 4.2 million dollars. There is NO MENTION of what the fees are to be paid to 

attorneys and no mention of awarding of fees under RICO.” 

That is exactly right. 

The plain language of the contingent fee agreement dictates that the attorney’s fee is determined under section 

IV.1(B), or one-third of the settlement payment, less any retainer fees. 

C. Striking the second amended pleadings 

Next, Needle P.C. argues that it was “improperly prevented from proceeding on well-founded defenses and 

claims.” The challenge is a mishmash of statements and arguments, but appears to stem from the district court’s decision 

to strike Needle P.C.’s second amended pleadings without 

prejudice. The court, on its own or on motion, “may strike ... 

any redundant, immaterial, impertinent, or scandalous matter.” Fed. R. Civ. P. 12(f). We review a district court’s decision 

to strike for an abuse of discretion and will disturb that decision only if it is unreasonable and arbitrary. Delta Consulting 

Grp. v. R. Randle Const., Inc., 554 F.3d 1133, 1141 (7th Cir. 2009). 

Recall that after Needle P.C. had gone six months without 

counsel and brought the case to a “screeching halt,” Judge 
Nos. 18-2850, et al. 21

Shadur reluctantly permitted Needle to appear pro hac vice 

to move the proceedings along. In doing so, Judge Shadur 

also permitted Needle to refile his second amended counterclaims, which had previously been stricken when Needle attempted to file the pleadings without leave and while not authorized to appear in the case. But the court made clear on 

several occasions that Needle was only to refile the second 

amended pleadings and was not to make any substantive 

changes. Needle flagrantly ignored Judge Shadur’s repeated 

orders and filed the second amended counterclaims with numerous substantive changes. Because Needle did so, the court 

opted to ignore the newly filed second amended pleadings 

and treat the original filed versions of the second amended 

counterclaims as Needle P.C.’s operative pleadings. 

Needle’s pro hac vice status lasted only four months. In 

addition to deliberately disregarding the court’s order about 

filing the second amended pleadings, Needle continued to engage in “obstructionist tactics” and disrupt the orderly progress of litigation. “Because of the inappropriateness of Needle’s conduct during the limited period since he was granted 

pro hac vice status,” Judge Shadur revoked it. The court also 

struck without prejudice Needle P.C.’s second amended 

counterclaims. But, critically, the court did so with the express 

intention that “new counsel should give prompt consideration to what portions of the now-stricken pleadings by Needle 

P.C. can properly be considered for reassertion in compliance 

with the objective and subjective good faith demanded by 

Rule 11(b).” 

When Needle finally obtained independent counsel for 

Needle P.C., first Cozen O’Connor and then Mr. Fusco, neither set of counsel moved to reassert the second amended 
22 Nos. 18-2850, et al. 

counterclaims (or any version of an amended pleading) as 

Judge Shadur invited. In fact, Cozen O’Connor sought to file 

amended pleadings but it was Needle who “rejected Cozen’s 

advice and only authorized Cozen to file a motion for leave to 

file the sur-reply and not the amended answers.” It was not 

until after final judgment was entered that Mr. Fusco even attempted to reinstate the stricken pleadings; but at that point 

it was too little too late.4 

The court did not abuse its discretion in striking Needle 

P.C.’s pleadings, particularly because Judge Shadur did so 

without prejudice and with an explicit direction to new counsel to seek reinstatement if appropriate. Rather, given the litigation history up until that point—almost two years—the decision to strike the pleadings subject to an investigation by independent counsel was entirely reasonable and certainly not 

arbitrary. Needle P.C. was in no way “prevented” from proceeding on any well-founded claims had counsel sought to 

timely reassert them. 

And even if Judge Shadur’s decision to strike the pleading 

is not viewed through the lens of Rule 12(f), district courts 

“possess certain inherent powers, not conferred by rule or 

statute, to manage their own affairs so as to achieve the orderly and expeditious disposition of cases.” Goodyear Tire & 

Rubber Co. v. Haeger, 137 S. Ct. 1178, 1186 (2017) (quotations 

omitted). That authority includes “the ability to fashion an 

4 Further, during a status conference after Mr. Fusco appeared and 

before final judgment was entered, opposing counsel alerted the court, 

and thus Mr. Fusco, that Needle P.C.’s pleadings had been stricken without prejudice subject to new counsel vetting them and that no one has yet 

sought to reassert them. It was not for another three months, until after 

final judgment, that Mr. Fusco moved to do so. 
Nos. 18-2850, et al. 23

appropriate sanction for conduct which abuses the judicial 

process.” Chambers v. NASCO, Inc., 501 U.S. 32, 44–45 (1991). 

We need not dwell on this discussion; Needle’s conduct is 

well-documented and speaks for itself, particularly with respect to the second amended pleadings, and the district court 

would have been well within its discretion to strike the pleadings as a sanction for Needle’s misconduct. 

D. Revocation of Needle’s pro hac vice status 

As noted above, the district court revoked Needle’s pro 

hac vice admission twice during the litigation. But when 

Judge Shadur did so the second time, Needle claims the sua 

sponte revocation violated his Fifth Amendment due process 

rights because he was entitled to notice and a hearing. We review a district court’s decision to revoke an attorney’s admission pro hac vice for an abuse of discretion. 

For support of this position, Needle relies on Johnson v. 

Trueblood, 629 F.2d 302 (3d Cir. 1980) (per curiam). In that case, 

the Third Circuit “believe[d] that some type of notice and an 

opportunity to respond are necessary when a district court 

seeks to revoke an attorney’s pro hac vice status.” Id. at 303. 

As to how much is “some” and what “type” of notice is required, “flexibility is dictated because in some cases there 

may be circumstances where formal notice is inappropriate.” 

Id. at 303–04. The form of the notice is left to the district court’s 

discretion, as long as the notice “adequately inform the attorney of ... the conduct of the attorney that is the subject of the 

inquiry, and the specific reason this conduct may justify revocation.” Id. at 304. Nor is a “full scale hearing ... required in 

every case,” only “a meaningful opportunity to respond to 

identified charges.” Id. We agree with Johnson’s general principle that some form of notice and opportunity to respond is 
24 Nos. 18-2850, et al. 

required before a court revokes an attorney’s pro hac vice admission. But Johnson does not require the procedural safeguards that Needle suggests, such as a full hearing in front of 

a different judge. 

Admission pro hac vice is a privilege, not a right. See Leis 

v. Flynt, 439 U.S. 438, 442 (1979) (per curiam). We recognize 

that attorneys may have an interest in that privilege, but that 

does not abridge the district court’s inherent authority “to 

control admission to its bar and to discipline attorneys who 

appear before it.” Chambers, 501 U.S. at 43 (citing Ex parte Burr, 

9 Wheat. 529, 531 (1824)); In re Snyder, 472 U.S. 634, 645 n.6 

(1985) (“Federal courts admit and suspend attorneys as an exercise of their inherent power.”). When an attorney abuses the 

privilege of appearing pro hac vice, the district court may revoke that privilege as a sanction for misconduct. All that is 

required before an attorney’s admission pro hac vice is revoked is adequate notice of the conduct in question and a reasonable opportunity to be heard on the matter. We leave it to 

the sound discretion of the district court to determine the appropriate notice and opportunity to respond in each individual case. 

Whatever minimal forms of notice and hearing may be required, this is not the case to define the contours. Needle had 

ample notice of the subject misconduct and more than enough 

opportunity to respond and conform his behavior to appropriate professional standards before the court revoked his pro 

hac vice status. Here is just a small sampling of the notice Needle received: 

 “I must tell you that you try anybody’s patience.” 
Nos. 18-2850, et al. 25

 “[I]t is inappropriate for you to seek to take advantage of a grant that was simply intended to 

make sure that we had an un-redacted version 

available ... because we then get ourselves into the 

kind of discussion that has interrupted this case to 

an extraordinarily extent by what I view as digressions.” 

 “You know, what I have seen here, as I indicated, is 

a continued pattern of really distorted aspects of 

this thing by taking snippets out of context and 

then attempting to, I think, twist them to Mr. Needle’s own use.” 

 “[A] case that has proved itself to be endless and to 

which endlessness you have contributed extraordinarily.” 

 “[This case has] been frustrated by Needle’s having 

preferred—not for the first time—to pursue his 

own agenda in generating work product on suit-related matters, rather than complying with the 

court-ordered timetable that would have given 

other counsel and this Court the intended opportunity to review his input in advance of the hearing.” 

 “[T]he nature of Needle’s irresponsible behavior 

cannot be permitted to paralyze this litigation and 

thus to keep it from reaching the merits as to all the 

parties to this litigation.” 

Indeed, the court had already revoked Needle’s pro hac vice 

once and then reinstated it before revoking it again for his 

continued misconduct. It is unclear what additional notice 
26 Nos. 18-2850, et al. 

Needle believes he is entitled to. And not only could Needle 

have been “heard” on the matter by simply conducting himself appropriately, he also participated in every hearing and 

had the opportunity to respond to each of the court’s admonitions. 

Finally, we note that Needle’s criticism is questionable to 

begin with. Only one month after Needle’s pro hac vice status 

was revoked the second time, Judge Shadur again reinstated 

it on a limited basis so that Needle could address the legal 

questions raised by the pleadings. Further, Judge Shadur indicated that Needle could continue to appear pro hac vice if 

he obtained independent counsel to act as co-counsel. Needle’s complaint is much ado about nothing. 

E. The alleged “default” 

Needle P.C. repeatedly claims that it was defaulted. There 

is no entry of default in the record. Although Royce did file a 

motion for default because Needle P.C. had “‘failed to ... defend’ by failing to obtain counsel for nearly 11 months,” the 

court never granted that motion and Needle P.C. was never 

otherwise defaulted. Needle P.C. litigated the case to the end. 

F. The co-counsel fee division 

When Judge Pallmeyer was reassigned the case, Judge 

Shadur had already ruled that the aggregate attorney’s fee 

was one-third of the settlement amount under the fee agreement. What was left of the fee dispute was the division of that 

one-third between Royce and Needle. Judge Pallmeyer recognized that “any resolution by some decision-maker ... is not 

going to make everybody happy,” and a quick and efficient 

resolution was the best way to bring this never-ending case to 

a close without continuing to incur unnecessary litigation 
Nos. 18-2850, et al. 27

costs. Both sides submitted simultaneous five-page briefs accompanied by large appendices in support of their positions. 

Needle contends that the district court erred in determining 

the division of the attorney’s fee without a trial. 

We review an attorney’s fee award for an abuse of discretion. Rexam Beverage Can Co. v. Bolger, 620 F.3d 718, 738 (7th 

Cir. 2010) (reviewing reasonableness of fees in fee petition for 

abuse of discretion). Though this attorney’s fee dispute is not 

an assessment of the reasonableness of a fee petition, we see 

no practical difference that should demand a more stringent 

standard of review. Both are fact-intensive inquiries that are 

appropriate for the highly deferential standard given the district court’s superior understanding of the litigation. See Dunning v. Simmons Airlines, Inc., 62 F.3d 863, 872 (7th Cir. 1995). 

And just like with a fee award, a district court is “not obligated to conduct a line-by-line review of the bills to assess the 

charges for reasonableness.” Rexam, 620 F.3d at 738. We have 

recognized “the impracticalities of requiring courts to do an 

item-by-item accounting.” Harper v. City of Chicago Heights, 

223 F.3d 593, 605 (7th Cir. 2000). 

The co-counsel agreement provided that any attorney’s 

fee “will be divided as follows: half of any such fee will be 

divided equally, regardless of time or effort of either of us, 

and the second half of any such fee will be divided in proportion to the time you and I have spent on this matter, regardless 

of any hourly rate.” Thus, the fee division is subject to two 

parts: an equal split and a proportional split. Although feesplitting agreements are subject to scrutiny under the rules of 

professional conduct, the court found that the co-counsel 

agreement’s fee-splitting provision complied with the 
28 Nos. 18-2850, et al. 

relevant rules of ethics and was thus valid. Needle does not 

challenge that determination. 

Turning to the second half of the fee-division formula—

the proportional split—Needle sought a 75/25 split. The district court reviewed the parties’ submissions and the associated billing records and then made a reasoned determination 

that the appropriate proportional split was 70/30 in Needle’s 

favor, or five percent less than Needle claimed. He finds that 

determination riddled with error and injustice yet does not 

point to any specific or identifiable error. Rather, Needle asserts a general right to a “trial or referral” on this issue under 

Federal Rule of Civil Procedure 55(b)(2). He is mistaken. Rule 

55(b) relates to default judgments; this was not a default judgment. And even then, the rule states only that a court may conduct a hearing if necessary, not that it must. That decision too 

rests within the discretion of the district court. Dundee Cement 

Co. v. Howard Pipe & Concrete Prod., Inc., 722 F.2d 1319, 1323 

(7th Cir. 1983). Needle was not entitled to a trial, so we need 

address only the reasonableness of the district court’s decision. 

We cannot overlook an important detail in this fee dispute: 

Royce kept detailed, contemporaneous billing records, 

whereas Needle did not. Instead, Needle determined the 

number of hours worked by examining his “electronic records ... of telephone, email, and computer activities.” Worse 

yet, Needle did not even begin preparing his reconstructed 

billing records until many months after the underlying RICO 

action was settled and dismissed. (And apparently, he was 

still in the midst of compiling his records of “time and activities in 2012 and 2013” years later in mid-2017.) Those reconstructed daily time entries covered nearly six years of 
Nos. 18-2850, et al. 29

litigation. Further, Judge Pallmeyer noted that Needle’s 

“daily entries for the month of August 2012 are identical to 

the daily entries for August 2013; his daily entries for November 2012 are identical to the daily entries for the following 

year, as well.” And many of his entries were simply implausible: “On 11 days, he ‘billed’ more than 20 hours; on another 

35 days, he billed 17 to 20 hours, and on 43 days he billed between 15 and 17 hours.” Notwithstanding the fact that Needle’s reliance on supposed billing records was on “shaky 

ground,” the court estimated that the appropriate division for 

the proportional half of the fee formula was 70/30 in favor of 

Needle. 

The district court thoroughly reviewed all of the relevant 

materials, which included extensive billing records, and 

made a reasonable determination based on the evidence. We 

hold that the district court did not abuse its discretion. 

G. The retainer payments 

The contingent fee agreement provided, in relevant part, 

that the attorney’s fee was “one-third of any recovery actually 

received, less any retainer paid pursuant to Section V below.” 

Royce and the Amari plaintiffs claimed that approximately 

$62,000 had been paid in retainer fees and should be deducted 

from the one-third share. Needle contested that the Amari 

plaintiffs had paid any retainer fees. The district court held an 

evidentiary hearing to resolve the dispute. Needle claims error but we detect none. 

Needle fully participated in the evidentiary hearing, 

though not as counsel for Needle P.C. and only to represent 

his personal interests. During the hearing, Needle cross-examined the two witnesses presented—a representative of the 
30 Nos. 18-2850, et al. 

management committee for the Amari plaintiffs and Royce. 

Needle then presented himself as a witness and testified in 

narrative fashion. He was cross-examined as well. Needle 

also introduced exhibits during the evidentiary hearing. 

After the evidentiary hearing, the district court ruled that 

the management committee and Needle authorized retainer 

payments totaling $62,789 and such fees were to be deducted 

from the share of the attorney’s fee pursuant to the contingent 

fee agreement. As part of her decision, Judge Pallmeyer noted 

that she “d[id] not find Mr. Needle’s position credible.” 

Needle had a full and fair opportunity to be heard on this 

issue and participate in the evidentiary hearing. And without 

him being able to articulate a definable error, we decline to 

disturb the district court’s sound ruling. The retainer payments totaling $62,789 were properly deducted from the attorney’s fee. 

H. Sanctions 

The district court sanctioned Needle four times. One sanction was for filing a frivolous counterclaim in violation of 

Rule 11(b), and the other three were for vexatious and obstructive conduct under 28 U.S.C. § 1927. Needle does not appeal the amount of any sanction, just the fact that the court 

imposed each one. We review the Rule 11 sanction first and 

then take up the § 1927 sanctions together. 

1. Rule 11(b) sanction 

The district court sanctioned Needle P.C. for filing counterclaims seeking a declaratory judgment that the attorney’s 

fee is governed by section IV.1(A) of the contingent fee agreement—claims the court deemed legally frivolous. Federal 

Rule of Civil Procedure 11(b) requires that attorneys certify 
Nos. 18-2850, et al. 31

“to the best of [their] knowledge, information, and belief, 

formed after an inquiry reasonable under the circumstances” 

that their filings have adequate foundation in fact and law 

and lack an “improper purpose.” Fed. R. Civ. P. 11(b). The 

rule “is principally designed to prevent baseless filings.” 

Brunt v. Serv. Emps. Int’l Union, 284 F.3d 715, 721 (7th Cir. 

2002). If the court determines that a lawyer or party has violated Rule 11(b), “the court may impose an appropriate sanction on any attorney, law firm, or party that violated the rule 

or is responsible for the violation.” Fed. R. Civ. P. 11(c). We 

review the decision to impose Rule 11 sanctions for abuse of 

discretion. MAO-MSO Recovery II, LLC v. State Farm Mut. 

Auto. Ins. Co., 935 F.3d 573, 583 (7th Cir. 2019). 

Needle P.C. was not sanctioned because its position 

turned out to be wrong, but because it was “frivolous, disregarding what anyone having taken a first-year contracts class 

could identify as the pivotal legal issues” and “utterly devoid 

of merit.” There was no attempt to construe the contingent fee 

agreement “according to generally accepted principles of contract interpretation.” Like here, Needle P.C. pointed to different dictionary definitions of “pursuant to,” but “the only 

thing that mattered” was what the phrase meant in the contract. The contingent fee agreement and in turn the settlement 

agreement were both plain. The settlement agreement “[i]n 

no way could ... be read to have made an award of attorneys’ 

fee,” and thus an alleged “separately negotiated” fee could 

not be “pursuant to any settlement agreement.” Needle P.C.’s 

contract interpretation arguments were “legally frivolous.” 

“Frivolous or legally unreasonable arguments ... may incur [a 

Rule 11] penalty,” Berwick Grain Co. v. Ill. Dep’t of Agric., 

217 F.3d 502, 504 (7th Cir. 2000) (per curiam), and Needle 

P.C.’s did here. 
32 Nos. 18-2850, et al. 

The district court also found that Needle P.C. presented its 

counterclaims for an improper purpose. On several occasions 

the court “had admonished [Needle] that it did not see how 

those arguments could be presented consistently with Rule 

11,” yet Needle charged ahead with a “determined indifference to the legal merits of the case.” “The very point of Rule 

11 is to lend incentive for litigants ‘to stop, think and investigate more carefully before serving and filing papers.’” Berwick, 217 F.3d at 505 (quoting Cooter & Gell v. Hartmarx Corp., 

496 U.S. 384, 398 (1990)). Needle disregarded both Rule 11 

and the district court’s warnings and filed the frivolous pleadings anyway, so “he has no basis to complain about the district court's decision to sanction him.” Id. 

2. Section 1927 sanctions 

“Any attorney ... who so multiplies the proceedings in 

any case unreasonably and vexatiously may be required by 

the court to satisfy personally the excess costs, expenses, and 

attorneys’ fees reasonably incurred because of such conduct.” 

28 U.S.C. § 1927. Sanctions imposed pursuant to § 1927 are reviewed for an abuse of discretion. Bell v. Vacuforce, LLC, 

908 F.3d 1075, 1081 (7th Cir. 2018). 

Needle was sanctioned three separate times for vexatious 

conduct. We review each sanction “not in isolation but in light 

of ‘the entire procedural history of the case.’” e360 Insight, Inc. 

v. Spamhaus Project, 658 F.3d 637, 643 (7th Cir. 2011) (quoting 

Long v. Steepro, 213 F.3d 983, 986 (7th Cir. 2000)). And when, 

as here, an attorney’s “contumacious conduct threatens a 

court’s ability to control its own proceedings,” the district 

court’s inherent authority to impose sanctions is “at its pinnacle.” Fuery v. City of Chicago, 900 F.3d 450, 464 (7th Cir. 2018). 

The procedural history of this case more than supports the 
Nos. 18-2850, et al. 33

sanctions—the record is “replete with delays, non-responses 

to court orders, and missed deadlines.” Patterson v. Coca–Cola 

Bottling Co., 852 F.2d 280, 284 (7th Cir. 1988) (per curiam) (affirming sanction of dismissal). In view of Needle’s pattern of 

vexatious and obstructive conduct, the sanctions are easy to 

justify in this case. We briefly touch on each one. 

First, the district court sanctioned Needle when he tried to 

attend a hearing telephonically from a courthouse in Philadelphia. Needle argues he should not be sanctioned for a “bad 

telephone connection” or an uncontrollable “telephone 

glitch.” His attempt to shift blame is belied by the record. The 

court scheduled the hearing specifically to address Needle’s 

pro hac vice application; his participation was indispensable. 

But Needle fails to recognize that the court permitted him to 

appear telephonically to accommodate him, not the other way 

around. Needle abused that accommodation by taking the call 

in a public place with too much ambient noise to participate 

in the hearing, forcing it to be rescheduled. The blame for the 

aborted hearing is Needle’s alone. The court reasonably imposed modest sanctions—the costs of Royce’s and the Amari 

plaintiffs’ attendance, $600 and $700, respectively—for Needle unnecessarily multiplying the proceedings. 

Second, Needle calls it an “egregious abuse of discretion” 

to sanction him for filing the second amended pleadings containing numerous substantive changes in violation of the 

court’s order. This sanction speaks for itself. The court gave 

Needle leave to refile the second amended pleadings but explicitly instructed Needle not to make any substantive 

changes. The court’s first order was unmistakable, but the 

court twice more held a hearing just to say it again. Despite 

three separate instructions, Needle flagrantly and 
34 Nos. 18-2850, et al. 

unashamedly disobeyed the court’s order. The district court 

outlined the history of “Needle’s continuing—and continuous 

—intransigence and of his obstructionist tactics” before finding that “the egregiousness of Needle’s conduct” warrants 

both the “payment of the requested amount of $24,480 to 

Royce in partial recompense for the services rendered by his 

counsel” as well as a further sanction “to deal with the burdens thrust upon the judicial system by Needle’s conduct” of 

“a like sum—again, $24,480—[to] be paid by Needle to the 

Clerk of Court for that reason.” The sanction was reasonable 

compared to the vexatiousness of Needle’s conduct. 

Third, and finally, the court sanctioned Needle after he requested a two-week extension of time to file a brief. Because 

the court granted the extension, Needle characterizes this as a 

sanction merely for “asking” for it. Only by ignoring the surrounding circumstances can Needle make this argument. After Royce filed a motion to dismiss and for an order of default, 

Needle requested and the court gave him sixty days to respond. The court set a hearing for shortly after Needle’s response was due. The day before the filing deadline Needle 

asked for an extension. The reason, he claimed, was that the 

previous day, or the fifty-eighth day of his response time, 

Needle realized that he had not ordered a hearing transcript 

that he felt was necessary for his response. There is no explanation for why it took fifty-eight days to look for this supposedly critical transcript. Although the court granted the twoweek extension, it also imposed the reasonable costs and fees 

that opposing counsel incurred as a result of Needle’s conduct 

further delaying the matter and requiring the additional appearance at the preset hearing. And contrary to Needle’s belief, there is nothing inconsistent with a court both granting 

an extension of time and assessing the costs incurred due to 
Nos. 18-2850, et al. 35

the extension against the requester, especially on the record 

in this case. Needle had a long history of delaying the proceedings and sanctions were appropriate for unreasonably 

causing further delay. 

The district court acted reasonably—and with considerable restraint—in each instance by sanctioning Needle for his 

conduct. We find no abuse of discretion whatsoever. 

III. Conclusion 

This relatively straightforward attorney’s fee dispute governed by contract was made exceedingly difficult by one attorney who took a frivolous legal position and turned it into 

a multiyear litigation rife with delays and misconduct. The 

district court did not err in its rulings or abuse its discretion 

in imposing sanctions. The district court’s judgment is 

AFFIRMED.