IN THE SUPREME COURT OF TEXAS
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`444444444444
`NO. 16-0107
`444444444444
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`ALBERT G. HILL, JR., PETITIONER,
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`v.
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`SHAMOUN & NORMAN, LLP, RESPONDENT
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`4444444444444444444444444444444444444444444444444444
`ON PETITION FOR REVIEW FROM THE
`COURT OF APPEALS FOR THE FIFTH DISTRICT OF TEXAS
`4444444444444444444444444444444444444444444444444444
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`Argued October 10, 2017
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`JUSTICE GREEN delivered the opinion of the Court.
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`JUSTICE GUZMAN did not participate in the decision.
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`This case involves a law firm’s quantum-meruit suit for the reasonable value of its services
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`in assisting its client reach a comprehensive settlement of various lawsuits filed against him. We
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`must decide whether Texas Government Code section 82.065 or our common law permits the firm’s
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`quantum-meruit recovery for services it performed under an unenforceable contingent-fee agreement
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`and whether the firm’s damages expert improperly based his damages model on that agreement. We
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`hold that despite the firm’s lack of a signed writing, the statute of frauds does not preclude its
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`quantum-meruit claim. In addition, we hold that there was sufficient evidence to demonstrate that
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`the firm performed compensable services in negotiating the global settlement. However, we hold
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`that the expert’s opinion as to the reasonable value of the firm’s services cannot be given legal
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`weight, and without it, there is legally insufficient evidence to support the jury’s award. Because
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`there is some evidence of the reasonable value of the firm’s services, we reverse the part of the court
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`of appeals’ judgment that reinstated the jury’s award and remand the case to the trial court for a new
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`trial on the amount of the firm’s recovery.
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`I. Background
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`Albert G. Hill, Jr. (Hill) became involved in contentious litigation with his son, Albert Hill,
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`III (Hill III) and numerous other parties beginning in 2007. These lawsuits, referred to as the “spider
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`web of litigation,” involved other members of the Hill family, family trusts, trustees, and various
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`business entities. In February 2010, this web of litigation comprised more than twenty lawsuits,
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`spanning multiple courts and involving approximately one hundred lawyers representing various
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`parties and entities.
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`Shamoun & Norman, LLP (S&N) initially became involved in the web of litigation in 2009.
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`Hill and Gregory Shamoun signed two limited-engagement agreements for S&N’s representation
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`in what the parties refer to as the “Abbott Financial” case (agreement signed November 19, 2009)
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`and the “Bordeaux Trust” case (agreement signed January 15, 2010). The Abbott Financial case
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`involved the collection of a debt against Hill III, and the Bordeaux Trust case involved a suit
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`alleging that Hill and his wife withdrew money from a trust for their own benefit. Shamoun testified
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`that at the time he was retained for representation in those two cases, he had not yet engaged in
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`“global settlement negotiations” for Hill.
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`2
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`In March 2010, Hill was also facing a federal civil RICO lawsuit, set for trial in May 2010,
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`in which $1 billion in damages were sought against him by Hill III and other family members for
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`alleged impropriety in withdrawing and distributing funds related to various trusts (the “RICO
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`case”). At an earlier point in the RICO case, Hill had been sanctioned and held in contempt for
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`filing a false affidavit. This contempt order frustrated Hill’s settlement efforts, and as of March
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`2010, settlement negotiations had effectively halted.
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`On March 5, 2010, Frances Wright, Hill’s personal attorney, asked Shamoun to attend a
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`meeting with the lawyers for the trust, trustees, and Hill’s family because Hill needed to find “a
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`person who could be one voice for the group” and deal with Hill III’s lead attorney, Steven Malouf.
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`Shamoun attended the meeting, and though he did not formally become settlement-negotiations
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`counsel at that time, he began communicating and negotiating with Malouf about a global
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`settlement. According to Malouf, settlement negotiations became “very active” when he started
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`dealing with Shamoun, and Shamoun “reenergized” the settlement discussions. In early- to mid-
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`March, Shamoun offered Malouf’s clients $55 million to settle, but they rejected the offer. Malouf
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`emailed Shamoun on March 27, expressing his lack of interest in settling and stating, “We just need
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`to let the jury decide.”
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`Hill claims that Shamoun first requested a potential discretionary bonus in a meeting
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`sometime in the first week of March. Hill claims he told Shamoun he would consider it, and that
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`as Hill understood it, he had unfettered discretion in whether there would be a bonus and how much
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`any bonus might be.
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`3
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`On March 27, Wright called Shamoun on behalf of Hill and explained that Hill wanted
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`Shamoun to get involved in the RICO case and work toward a global resolution of the cases
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`composing the web of litigation before the RICO trial in May. Wright discussed Hill’s desire to
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`increase his outstanding settlement offer from $55 million to $73 million, and authorized Shamoun
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`to make this offer to Malouf to settle all pending cases. In this conversation, Wright also told
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`Shamoun that Hill had offered to pay him a bonus based on this settlement offer—Hill would pay
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`Shamoun 50% of the savings, if any, between the $73 million ceiling and the cash component of the
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`global settlement if that resolution was reached before the RICO trial in May. As Shamoun
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`understood it at the time, Hill would keep the other 50% of any settlement savings. If a global
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`settlement was achieved for $73 million or more, Shamoun understood that under Hill’s offer he
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`would receive nothing.
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`Shamoun immediately relayed the $73 million settlement offer to Malouf, who again
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`indicated no interest in settling. After this rejection, Shamoun called Hill. Shamoun told Hill that
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`he and Wright had spoken earlier that day, and Wright had relayed Hill’s desire for a global
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`resolution of all the cases in the web of litigation and had extended Hill’s settlement-bonus offer to
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`achieve that end. Shamoun claims that in this conversation he formally accepted Hill’s offer.
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`Shamoun’s understanding of his obligation under this alleged oral contingent-fee agreement was to
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`achieve a global resolution of all the cases in the web of litigation before the RICO trail and have
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`the trial court vacate the contempt order against Hill.
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`In April 2010, after Hill’s counsel withdrew in the RICO case, Shamoun agreed to formally
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`represent Hill in that case and in a separate probate case. Hill and Shamoun executed two hourly
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`4
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`fee, limited-engagement agreements on April 12 and April 13—bringing the total to four written
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`engagement agreements between Hill and Shamoun.
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`On April 30, Shamoun and Hill were summoned to the federal courthouse to discuss the
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`status of the settlement. Shamoun and Hill both testified that during their visit to the courthouse,
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`Shamoun told Hill three times to “remember my bonus,” and that each time Hill confirmed that he
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`remembered. Hill testified that he thought Shamoun’s request was odd, and he later told Wright
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`about the exchange.
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`On May 2, Wright presented to Hill a document entitled “Performance Incentive Bonus.”
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`Wright testified that she prepared the document in May, that she alone drafted it, and that the
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`document correctly represented the oral contingent-fee agreement Shamoun reached with Hill. The
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`document, which was introduced into evidence by both parties, stated: “The performance incentive
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`bonus shall be calculated as the delta between $55 million and $73 million, and shall be split 50/50
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`between Law Offices of Frances Johnson Wright, P.C. and Shamoun and Norman.” Shamoun
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`testified he had not seen the document before it was presented to Hill and had no part in drafting it.
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`When Wright presented the document to Hill, Hill refused to sign it.
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`A settlement conference was ordered in the RICO case for May 4, 2010, before federal
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`Magistrate Judge Paul Stickney. In attendance were Shamoun, Hill, Hill III, and Hill III’s attorney,
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`Charla Aldous. At this conference, Shamoun communicated Hill’s settlement terms to Hill III and
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`his attorney. Aldous said the terms included, but were not limited to, vacating federal orders from
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`the federal lawsuit and settling the cases composing the web of litigation. No settlement documents
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`were signed at that time, but the parties were back in court the next day for a court-ordered
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`5
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`mediation. Later that day, Shamoun discovered Wright’s failed attempt to memorialize the oral
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`contingent-fee agreement. Shamoun called Hill that evening to ask about it and recorded the
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`conversation, unbeknownst to Hill. Hill, in response to Shamoun’s inquiry about whether the two
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`had an agreement, stated, “we need to make a deal that is understandable and reasonable. You
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`know, that has some relevance and makes sense.” Hill and Shamoun spoke again by phone later that
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`evening. Hill testified that in this call he fired Shamoun, but Hill admitted that he “should have
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`elaborated a bit more.” Shamoun’s understanding of that conversation was not that Hill had fired
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`him, but merely that Hill told him that two other attorneys, Keith Benedict and Ty Miller, would be
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`taking the lead at the mediation the next day. Shamoun thought this made sense because those
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`attorneys were more familiar with the specific trust and tax issues at hand.
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`Shamoun presented text messages and emails showing that he was still in contact with
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`Benedict and Miller about the settlement agreement on the morning of May 5. Shamoun attended
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`the mediation on May 5 but left early. Before he left, Shamoun asked Hill about the oral contingent-
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`fee agreement again and told Hill not to have a “selective memory,” to which Hill responded, “Trust
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`me.” The final settlement terms were read into the record at the end of the mediation on May 5, and
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`a formal settlement agreement was signed on May 13, 2010.
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`There is disputed testimony as to who negotiated the final settlement. Aldous and Malouf
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`testified that the terms Shamoun discussed prior to and on May 4 became part of the settlement
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`agreement signed on May 13. Hill, Benedict, and Judge Stickney—who acted as mediator—testified
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`that Shamoun was not involved and did not settle the web of litigation on May 5. Judge Stickney
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`6
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`testified that during Shamoun’s brief time at the mediation on May 5, Shamoun said he was not
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`representing Hill in the mediation because of a disagreement.
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`On May 17, 2010, Hill sent Shamoun a formal letter terminating his representation in all
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`matters. The letter stated:
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`As you know, I terminated your representation of me as settlement counsel prior to
`the global settlement in the cases in which you were providing representation. Given
`the claim you and Frances Wright have made to a fee contingent on the terms of that
`settlement, I think it would be better if you and I fully disengaged.
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`On August 16, 2010, S&N sent Hill a demand letter claiming $11,250,000 for its legal services. Hill
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`declined to pay this amount, but he did satisfy all other fee obligations relating to the four written
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`engagement agreements between him and S&N.
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`S&N subsequently brought suit against Hill for breach of contract, fraud, fraudulent
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`inducement, civil conspiracy, quantum meruit, quasi-estoppel, exemplary damages, and attorney’s
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`fees.1 Hill filed counterclaims against S&N and Shamoun for breach of fiduciary duty, breach of
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`contract, and civil conspiracy. Before trial, the trial court granted Hill’s summary judgment motion
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`on S&N’s breach-of-contract and quasi-estoppel claims, and S&N abandoned its civil-conspiracy
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`claim against Hill. The case went to trial on S&N’s quantum-meruit, fraud, and fraudulent-
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`inducement claims and Hill’s counterclaims. The trial court granted Hill’s motion for directed
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`verdict on S&N’s fraud and fraudulent-inducement claims, but it denied his motion for directed
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`verdict on quantum meruit.
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`1 S&N also asserted various causes of action against Benedict, Miller, and AG Hill Partners, LLC, but later
`nonsuited those claims.
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`7
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`At trial, S&N’s counsel conceded that the “Performance Incentive Bonus” was unenforceable
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`because it was an oral contingent-fee agreement. S&N’s damages expert, Richard Sayles, testified
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`at trial to the reasonable value of S&N’s services by considering the factors laid out in Arthur
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`Andersen & Co. v. Perry Equip. Corp., 945 S.W.2d 812, 818 (Tex. 1997).2 Sayles discussed each
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`factor individually and concluded that the reasonable value of S&N’s services in reaching a global
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`settlement of the web of litigation was $15,912,500—the same amount that S&N would be entitled
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`to had the “Performance Incentive Bonus” been an enforceable contract. On direct examination,
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`Sayles indicated that he calculated this number based on the terms of the oral contingent-fee
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`agreement that Shamoun alleges he and Hill entered into on March 27, 2010.3 On cross
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`examination, Sayles further admitted that his opinion was based on the assumption that this alleged
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`agreement was enforceable.4 Shamoun testified that he worked between 150 and 400 hours
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`2 The factors are:
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`(1) the time and labor required, the novelty and difficulty of the questions involved, and the skill
`required to perform the legal service properly; (2) the likelihood . . . that the acceptance of the
`particular employment will preclude other employment by the lawyer; (3) the fee customarily charged
`in the locality for similar legal services; (4) the amount involved and the results obtained; (5) the time
`limitations imposed by the client or by the circumstances; (6) the nature and length of the professional
`relationship with the client; (7) the experience, reputation, and ability of the lawyer or lawyers
`performing the services; and (8) whether the fee is fixed or contingent on results obtained or
`uncertainty of collection before the legal services have been rendered.
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`Arthur Andersen, 945 S.W.2d at 818.
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`3 On direct examination, Sayles testified:
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`[A]s I understand it, the value on the services between [Shamoun] and [Hill] was that the cash
`component of the overall settlement, being half of the difference between 73 million and whatever the
`cash component turned out to be . . . . [T]he cash component was about 41.175 million. So you do the
`math on that and it comes up to the fee that I gave you.
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`4 On cross examination, Sayles testified:
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`Q: [Y]our opinions are based on the assumption that Mr. Hill promised a mandatory bonus to Mr.
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`8
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`performing global settlement services for Hill, but, in contrast to his work under the four
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`engagement agreements, he did not keep records of his time on this matter. Sayles admitted that his
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`opinion as to the reasonable value of S&N’s services would not be justified based on a time factor
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`alone.
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`Hill’s defense at trial was that Shamoun’s so-called “global settlement services” were
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`actually services already covered under the four engagement agreements the parties executed prior
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`to the alleged oral contingent-fee agreement, thus preventing S&N’s recovery under quantum
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`meruit. Hill offered each engagement agreement into evidence at trial. Shamoun’s fee under those
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`agreements ranged from $400 to $650 per hour. Shamoun testified that in 2010 he charged his
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`clients anywhere from $275 to $600 per hour.
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`The jury found in favor of S&N on its quantum-meruit claim, concluding that (1) S&N had
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`provided compensable global settlement services for Hill, and (2) the reasonable value of S&N’s
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`compensable global settlement services was $7,250,000. The jury did not award S&N any
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`attorney’s fees. The jury also found in S&N’s favor on all of Hill’s counterclaims. In response to
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`this verdict, Hill filed a motion to determine appropriate equitable relief and set aside the jury
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`findings, and S&N filed a motion to disregard the jury’s award of zero attorney’s fees. The trial
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`court granted Hill’s motion, setting aside the jury’s quantum-meruit findings and rendering a take-
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`nothing judgment. S&N appealed.
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`Shamoun. That’s fair, right?
`A: I believe that [Hill] agreed to that bonus as being the fair value of achieving a global settlement as
`Gregory Shamoun described in his own testimony.
`Q: And that’s an assumption you’re making?
`A: That’s what I am basing my opinion on, I don’t have anything beyond that.
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`The court of appeals reversed, holding that the trial court should not have granted Hill’s
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`motion to disregard because the verdict conflicted with Texas Government Code section 82.065 and
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`there was legally sufficient evidence to support the jury’s finding both that S&N provided
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`compensable global settlement services and that the monetary value of those services was
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`$7,250,000. 483 S.W.3d 767, 779–80 (Tex. App.—Dallas 2016, pet. granted). In determining that
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`there was sufficient evidence to support this award, the court of appeals relied primarily on Sayles’s
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`expert opinion. Id. at 785–89.
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`In this Court, Hill presents two issues in support of his position that the court of appeals
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`erroneously reinstated the jury verdict that the trial court set aside. First, Hill raises a legal
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`question—whether Texas Government Code section 82.065, a statute of frauds that requires
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`contingent-fee contracts for legal services be signed and in writing, precludes a law firm’s quantum-
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`meruit recovery as a matter of law for legal services performed under an alleged oral contingent-fee
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`agreement. See TEX. GOVT. CODE § 82.065. Second, Hill contends that the court of appeals’
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`decision violates equitable principles governing quantum meruit, including that the ultimate decision
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`on the amount of equitable relief to be awarded belongs to the trial court. We address each issue in
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`turn.
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`II. S&N’s Quantum-Meruit Claim
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`We first address Hill’s contention that the court of appeals’ decision violates the statute of
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`frauds by reinstating a jury verdict that gives legal effect to an unenforceable oral contingent-fee
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`agreement. Specifically, we must determine whether Texas Government Code section 82.065
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`precludes S&N’s quantum-meruit recovery as a matter of law for the global settlement services
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`Shamoun provided. We hold it does not.
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`A. Statute of Frauds
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`Quantum meruit is an equitable remedy that is “based upon the promise implied by law to
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`pay for beneficial services rendered and knowingly accepted.” In re Kellogg Brown & Root, Inc.,
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`166 S.W.3d 732, 740 (Tex. 2005). The purpose of this common law doctrine is to prevent a party
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`from being “unjustly enriched” by “retain[ing] the benefits of the . . . performance without paying
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`anything in return.” Truly v. Austin, 744 S.W.2d 934, 938 (Tex. 1988). To recover under a
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`quantum-meruit claim, a claimant must prove that: (1) valuable services were rendered or materials
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`furnished; (2) for the person sought to be charged; (3) those services and materials were accepted
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`by the person sought to be charged, and were used and enjoyed by him; and (4) the person sought
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`to be charged was reasonably notified that the plaintiff performing such services or furnishing such
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`materials was expecting to be paid by the person sought to be charged. Vortt Exploration Co. v.
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`Chevron U.S.A., Inc., 787 S.W.2d 942, 944 (Tex. 1990). A party generally cannot recover under a
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`quantum-meruit claim when there is a valid contract covering the services or materials furnished.
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`In re Kellogg Brown & Root, 166 S.W.3d at 740. The measure of damages for recovery under a
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`quantum-meruit theory is the reasonable value of the work performed and the materials furnished.
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`E.g., Lamajak, Inc. v. Frazin, 230 S.W.3d 786, 796 (Tex. App.—Dallas 2007, no pet.).
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`The court of appeals relied in part on Texas Government Code section 82.065(c) in holding
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`that S&N’s quantum-meruit claim was permissible despite the fact that the parties lacked a signed
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`agreement. 483 S.W.3d at 778–80. Section 82.065 currently reads:
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`11
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`(a)
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`(b)
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`(c)
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`A contingent fee contract for legal services must be in writing and signed by
`the attorney and client.
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`Any contract for legal services is voidable by the client if it is procured as a
`result of conduct violating Section 38.12(a) or (b), Penal Code, or Rule 7.03
`of the Texas Disciplinary Rules of Professional Conduct of the State Bar of
`Texas, regarding barratry by attorneys or other persons.
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`Any attorney who was paid or owed fees or expenses under a contract that
`is voided under this section may recover fees and expenses based on a
`quantum meruit theory if the client does not prove that the attorney
`committed barratry or had actual knowledge, before undertaking the
`representation, that the contract was procured as a result of barratry by
`another person. To recover fees or expenses under this subsection, the
`attorney must have reported the misconduct as required by the Texas
`Disciplinary Rules of Professional Conduct of the State Bar of Texas, unless:
`(1)
`another person has already reported the misconduct; or
`(2)
`the attorney reasonably believed that reporting the misconduct would
`substantially prejudice the client’s interests.
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`TEX. GOVT. CODE § 82.065. The court of appeals reasoned that even if Hill and S&N’s oral
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`contingent-fee agreement was void under subsection (a) because it was not it writing, subsection (c)
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`permits an attorney to recover fees owed under quantum meruit. 483 S.W.3d at 779. Thus, the fact
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`that the parties’ oral contingent-fee agreement was unenforceable under the statute of frauds did not
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`preclude S&N’s quantum-meruit claim. Id.
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`Whether a contract falls within the statute of frauds is a question of law, which we review
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`de novo. Dynegy, Inc. v. Yates, 422 S.W.3d 638, 642 (Tex. 2013). Section 82.065, enacted in 1989,
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`originally consisted of only subsections (a) and (b). Act of May 29, 1989, 71st Leg. R.S., ch. 866,
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`§ 3, 1989 Tex. Gen. Laws 3855, 3857. In 2011, the Legislature added subsection (c) and broadened
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`subsection (b) to apply to “any contract for legal services” rather than only a “contingent fee
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`contract.” Act of May 19, 2011, 82d Leg., R.S., ch. 94, § 4, sec. 82.065(b), (c), 2011 Tex. Gen.
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`12
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`Laws 534, 534–35. Subsection (b) was further amended in 2013. Act of May 17, 2013, 83d Leg.,
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`R.S., ch. 315, § 1, sec. 82.065(b), 2013 Tex. Gen. Laws 1073, 1075 (narrowing subsection (b)’s
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`applicability by removing “the laws of this state” and replacing it with “Section 38.12(a) or (b),
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`Penal Code or Rule 7.03”).
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`Hill and S&N agree that the court of appeals erred in applying subsection (c) because the
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`alleged oral contingent-fee agreement would have been entered into before the enactment of that
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`subsection.5 The 2011 version of section 82.065, effective September 1, 2011, and the 2013 version,
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`effective September 1, 2013, do not apply to contracts entered into prior to their effective dates. § 4,
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`sec. 82.065(b), (c), 2011 Tex. Gen. Laws at 535 (“Section 82.065, Government Code, as amended
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`by this Act, applies only to a contract entered into on or after the effective date of this Act. A
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`contract entered into before the effective date of this Act is governed by the law in effect
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`immediately before the effective date of this Act, and that law is continued in effect for that
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`purpose.”); § 1, sec. 82.065(b), 2013 Tex. Gen. Laws at 1075 (using the same language as the 2011
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`Act). S&N and Hill allegedly entered into the unenforceable oral contingent-fee agreement in 2010.
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`Thus, the court of appeals was required to apply the 1989 version of section 82.065, which did not
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`contain subsection (c).
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`S&N concedes that the alleged oral contingent-fee agreement is unenforceable under section
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`82.065(a), but argues it is nevertheless entitled to the reasonable value of its services under a
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`quantum-meruit theory in order to prevent Hill’s unjust enrichment. Hill argues that S&N’s claim
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`5 Hill further argues that the court of appeals erred in applying subsection (c) because it applies only to contracts
`procured through barratry. Because we hold that the court of appeals erred in relying on subsection (c) based on the
`subsection’s effective date, we do not address this argument.
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`is an attempt to circumvent the statute of frauds and give effect to an otherwise unenforceable
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`contingent-fee agreement. The statute of frauds, Hill argues, dictates that attorney’s fees cannot be
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`based on a measure that is contingent on the result.
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`Whether the statute of frauds bars recovery for a non-contract claim depends on the nature
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`of the damages the plaintiff seeks to recover. Baylor Univ. v. Sonnichsen, 221 S.W.3d 632, 636
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`(Tex. 2007); Haase v. Glazner, 62 S.W.3d 795, 800 (Tex. 2001). In Haase, we held that the statute
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`of frauds bars a fraud claim to the extent the plaintiff seeks to recover as damages the benefit of a
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`bargain that cannot otherwise be enforced because it fails to comply with the statute of frauds. 62
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`S.W.3d at 799. We relied on this holding in Sonnichsen when we held that the statute of frauds
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`barred a volleyball coach’s fraud claim for benefit-of-the-bargain damages when the claim arose
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`from an unenforceable oral employment contract. 221 S.W.3d at 637. We noted, however, that the
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`statute of frauds does not bar recovery of out-of-pocket damages for fraud, and if Sonnichesen had
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`sought such restitution-based damages, his suit would have been viable. Id. at 636.
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`Here, S&N initially pled a claim for breach of the alleged oral contingent-fee agreement,
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`seeking the benefit of that bargain. But before trial, the court granted Hill’s summary judgment
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`motion on the breach-of-contract claim, and S&N’s only issue submitted to the jury was on quantum
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`meruit. The jury charge tracked the Pattern Jury Charge on quantum-meruit damages, asking
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`(1) whether S&N performed “compensable global settlement services” for Hill, and if so, (2) what
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`was the “reasonable value of such compensable global services at the time and place they were
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`performed.” See Comm. on Pattern Jury Charges, State Bar of Tex., TEX. PATTERN JURY
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`CHARGES: BUSINESS, CONSUMER, INS. & EMPLOYMENT 115.7 (2012). Thus, S&N sought
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`only the reasonable value of its services in assisting Hill reach a global settlement, not the benefit
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`of its bargain under the alleged oral contingent-fee agreement.
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`Further, despite Texas Government Code section 82.065(c)’s inapplicability in this case, the
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`common law has provided for quantum-meruit recoveries for attorneys who did not have written
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`contingent-fee agreements that complied with subsection (c). For example, in Celmer v. McGarry,
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`412 S.W.3d 691 (Tex. App.—Dallas 2005, pet. denied), the court of appeals rejected an attorney’s
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`argument that a series of emails constituted evidence of a contingent-fee agreement but held that the
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`attorney was permitted to recover the reasonable value of his services in quantum meruit. Id. at
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`707–08 (“[W]here a written contract is unenforceable, a plaintiff is not barred from recovery in
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`quantum meruit.”); see also In re Webber, 350 B.R. 344, 381–82 (Bankr. S.D. Tex. 2006) (mem.
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`op.) (applying Texas law, “[t]his Court finds that even if the oral contingency fee agreement is void
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`[under section 82.065(a)], [the attorney] may recover attorney’s fees on the equitable principle of
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`quantum meruit”).
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`“The purpose of the Statute of Frauds is to remove uncertainty, prevent fraudulent claims,
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`and reduce litigation.” Givens v. Dougherty, 671 S.W.2d 877, 878 (Tex. 1984). This Court has
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`recognized that attorney-client contracts “are [to be] closely scrutinized.” Anglo-Dutch Petrol. Int’l
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`v. Greenberg Peden, P.C., 352 S.W.3d 445, 450 (Tex. 2011). Section 82.065(a)’s requirement that
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`such agreements be in writing and signed by both parties makes clear the Legislature’s concern that
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`clients are aware of the terms of their contracts for legal services. See TEX. GOV’T CODE
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`§ 82.065(a). This concern, however, does not preclude an attorney’s recovery for the reasonable
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`value of his or her services under the equitable theory of quantum meruit. See, e.g., Celmer, 412
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`15
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`S.W.3d at 708. To hold otherwise would allow some clients to be unjustly enriched by retaining the
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`benefits of an attorney’s performance without paying anything in return. See Truly, 744 S.W.2d at
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`938. Accordingly, we hold that Texas Government Code section 82.065(a) does not preclude a law
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`firm’s quantum-meruit suit to recover the reasonable value of legal services performed under an
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`unenforceable agreement.
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`The court of appeals relied on Enochs v. Brown, 872 S.W.2d 312, 321 (Tex. App.—Austin
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`1994, no writ), disapproved on other grounds, Roberts v. Williamson, 111 S.W.3d 113 (Tex. 2003)
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`(addressing whether parents of injured children may recover loss-of-consortium damages), in
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`permitting S&N’s quantum-meruit claim. 483 S.W.3d at 779. Though we similarly hold that Texas
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`Government Code section 82.065(a) does not preclude S&N’s claim despite the lack of a signed
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`writing, the court of appeals’ analysis in Enochs conflicts with our later decision in Quigley v.
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`Bennett, 227 S.W.3d 51 (Tex. 2007), and thus did not influence our opinion.6
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`B. Legal Sufficiency of the Evidence
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`Having determined that the statute of frauds does not preclude S&N’s quantum-meruit claim
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`as a matter of law, we next consider Hill’s argument that the jury verdict fails because the jury’s
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`quantum-meruit findings are not supported by legally sufficient evidence. We hold that there was
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`6 In Enochs, the court of appeals affirmed an attorney’s recovery of fees based on a written contingent-fee
`contract that was signed only by the client despite Texas Government Code section 82.065(a). 872 S.W.2d at 317–19.
`The court reasoned that subsection (a)’s purpose was fulfilled because the client’s signature demonstrated her awareness
`of the contingent-fee arrangement and because the attorney had fully performed. Id. at 318. The court next addressed
`the alternative quantum-meruit holding in the event that the contract was not enforceable. Id. at 320. In reviewing the
`appellant’s no-evidence challenge, the court considered the client’s mother’s testimony that “she understood that [the
`lawyer’s] fee would be one-third of [the client’s] recovery.” Id. at 321. Given our later holding in Quigley, it was
`improper for the court to consider evidence of the value of the unenforceable contingent-fee agreement as evidence
`supporting quantum-meruit recovery. See discussion infra.
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`legally sufficient evidence to support the jury’s determination that S&N performed compensable
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`global settlement services for Hill. However, because there was some evidence of the value of
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`S&N’s services, but not enough to support the jury’s award, we reverse the part of the court of
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`appeals’ judgment that reinstated the jury’s verdict and remand the case to the trial court for a new
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`trial on the amount of S&N’s recovery. See Midland W. Bldg. L.L.C. v. First Serv. Air Conditioning
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`Contractors, 300 S.W.3d 738, 739 (Tex. 2009) (per curiam) (reversing and remanding for a new trial
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`on attorney’s fees when there was evidence that services provided some value but insufficient
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`evidence to support the full fee requested).
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`Evidence is legally insufficient to support a jury finding when (1) the record discloses a
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`complete absence of evidence of a vital fact, (2) the court is barred by rules of law or of evidence
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`from giving weight to the only evidence offered to prove a vital fact, (3) the evidence offered to
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`prove a vital fact is no more than a mere scintilla, or (4) the evidence conclusively establishes the
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`opposite of a vital fact. Crosstex N. Tex. Pipeline, L.P. v. Gardiner, 505 S.W.3d 580, 613 (Tex.
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`2016) (citations omitted). “In determining whether there is no evidence of probative force to support
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`a jury’s finding, all the record evidence must be considered in the light most favorable to the party
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`in whose favor the verdict has been rendered,” Merrell Dow Pharms. v. Havner, 953 S.W.2d 706,
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`711 (Tex. 1997), including evidence offered by the opposing party that supports the verdict. See
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`City of Keller v. Wilson, 168 S.W.3d 802, 827 (Tex. 2005) (“Nor can evidence supporting a verdict
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`be identified by which party offered it . . . .”).
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`As stated above, to recover under a quantum-meruit theory, a claimant must prove that:
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`(1) valuable services were rendered or materials furnished; (2) for the person sought to be charged;
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`(3) those services and materials were accepted by the person sought to be charged, and were used
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`and enjoyed by him; and (4) the person sought to