IN THE MATTER OF THE ESTATE OF LEE HOUSE BURFORD, DECEASED: GINGER RICHARDS AND KIMBERLY ARCHER, AS CO-MANAGERS OF THE BLACKBURN FIRM LLC APPELLANTS
WALTER WENDELL FREEMAN, EXECUTOR APPELLEE
OF JUDGMENT: 12/06/2017
COUNTY CHANCERY COURT HON. VICKI B. DANIELS JUDGE:
ATTORNEYS FOR APPELLANTS: HARRIS H. BARNES III JAMES WILLIAMS
JANOUSH S. GRAY EDMONSON
ATTORNEYS FOR APPELLEE: JOHN THOMAS LAMAR III TAYLOR ALLISON
J. WILSON, P.J., GREENLEE AND McCARTY, JJ.
This case concerns an employment contract between an attorney
and his client. We must decide whether the chancery court
erred by cancelling the contract due to the attorney's
death and ordering compensation for the attorney's firm
on a quantum meruit basis. Finding no error, we affirm.
In 2008, Lee House Burford entered into an employment
contract with Barry C.
for legal services. The contract stated as follows:
THIS AGREEMENT, made this 4th day of June, 2008, at Olive
Branch, Mississippi, by and between LEE HOUSE BURFORD,
hereinafter referred to as "Client," and BARRY C.
BLACKBURN of THE BLACKBURN LAW FIRM, PLLC, hereinafter
referred to as "Attorney."
Client retains Attorney to represent him as his Attorney at
law in connection with his estate plan and the administration
of his estate, including but not limited to preparation of
estate planning documents, consultations, updates/revisions,
and the formal administration of his estate upon his demise
including assistance with Client's revocable living
trust. Therefore, Client and Attorney have agreed that
Attorney shall receive a fee of Two Hundred and Sixty-Five
Thousand Dollars ($265, 000.00) for his services rendered
from his estate upon his demise. Further, client empowers him
to institute all legal action as may be advisable in his
Additionally, both Burford and Blackburn agreed that the
contract "shall bind their estates, successors and
assigns, whether so expressed or not, and shall inure to the
benefit of the successors and assigns of Client and
Attorney." The contract also contained a clause that
entitled Blackburn to reasonable attorney's fees if he
had to file suit to collect his fees owed under the contract.
The contract was signed by both parties and notarized.
About six years after the contract was signed, Blackburn
passed away. Prior to his death, Blackburn had conveyed the
Blackburn Law Firm (BLF) into a revocable living trust.
Ginger Richards and Kimberly Archer, the managers of BLF and
executors of Blackburn's estate, established an account
on behalf of BLF to collect money owed and pay outstanding
debts. The managers also changed the name of BLF to The
Blackburn Firm LLC (the Firm). Archer stated that Jason
Bailey, a local attorney, helped her and Richards file the
petition to probate Blackburn's estate. The record
includes the order accepting Blackburn's will for probate
and granting letters testamentary. Bailey prepared and
submitted the order. Blackburn's will also contained a
clause requesting that his executors hire Bailey to
administer Blackburn's estate. There is nothing in the
record to suggest that Burford cancelled or rescinded the
contract for services-a fact that the attorney for
Burford's estate conceded during oral argument.
Burford died in February 2015. On behalf of Walter Freeman,
the executor of Burford's will, Bailey filed a probate
petition in the Tate County Chancery Court. The managers
subsequently filed a probate claim against Burford's
estate for the contracted sum of $265, 000. Freeman objected
to the claim. In their response to Freeman's objection,
the managers conceded that Blackburn did not handle the
formal administration of Burford's estate and that a
reduction in the amount owed to Blackburn would be
appropriate based upon the costs associated with probating
After a hearing, the chancery court found that the contract
between Burford and Blackburn was cancelled due to the
impossibility of performance, i.e., Blackburn's death.
The chancery court ruled that "Blackburn's duties
under the contract were clearly spelled out and he was unable
to come close to performing those duties due to his
death." The chancery court concluded that the Firm was
entitled to collect fees from Burford's estate on a
quantum meruit basis. During the hearing, Archer had produced
two documents listing the scheduled meetings and the list of
estate-planning documents drafted for Burford. Based upon
these documents, the chancery court found that Blackburn had
documented performing thirty-six hours of work for Burford
prior to Blackburn's death. The chancery court then
determined that a $250 per-hour fee was reasonable for the
work performed and awarded the Firm $9, 000.
The Firm now appeals, arguing several issues that we have
condensed as follows: (1) the contract was valid and should
be enforced as written; (2) even if quantum meruit was the
proper basis, then the amount awarded should be based on the
amount stated in the contract; and (3) attorney's fees
should have been awarded according to the contract.
This Court will not disturb a chancery court's findings
of fact unless they are manifestly wrong or clearly erroneous
or unless the chancellor applied an erroneous legal standard.
Ainsworth v. Ainsworth, 139 So.3d 761, 762 (¶3)
(Miss. Ct. App. 2014). However, we review a chancellor's
conclusions of law de novo. Lowrey v. Lowrey, 25
So.3d 274, 285 (¶26) (Miss. 2009). Questions involving
the construction and interpretation of contracts are