ERIC F. MELGREN, District Judge.
This case arises out of a contract dispute between Plaintiffs State Farm Fire and Casualty Company and State Farm Mutual Automobile Insurance Company (collectively, "State Farm") and Defendant Gates, Shields, & Ferguson, P.A. ("GSF"). In August 2009, the parties entered into an Attorney Subrogation Collection and Litigation Master Retainer Agreement (the "Agreement") in which GSF agreed to provide legal services to State Farm and/or its insureds for subrogation claims. State Farm terminated the agreement in January 2014 and subsequently reassigned the subrogation cases GSF was handling to another law firm. The parties dispute whether State Farm owes GSF attorneys' fees for the subrogation cases it was handling before termination.
The parties have filed cross-motions for summary judgment (Docs. 167 and 169) that are currently pending before the Court. In addition, GSF has filed a Motion to Strike State Farm's Memorandum in Opposition to GSF's Motion for Summary Judgment (Doc. 199) and a Motion to Strike the Affidavit of Jill Earley (Doc. 202). As set forth below, the Court grants State Farm's summary judgment motion and denies GSF's summary judgment motion. It also denies GSF's Motion to Strike State Farm's Memorandum in Opposition and Motion to Strike the Affidavit of Jill Earley.
GSF asks the Court to strike State Farm's Memorandum in Opposition to GSF's Motion for Summary Judgment because it exceeds the page limit in the Court's Standing Order. The Court's Standing Order provides that "[m]emoranda in support of [Rule 56] motions shall be limited in total to 50 pages." Response memoranda are subject to the same rule.
State Farm's Memorandum in Opposition is fifty-five pages and thus exceeds the maximum allowable page limit. Ordinarily, the Court would grant GSF's motion and require State Farm to re-file its Memorandum in Opposition in conformance with page limitation set forth in the Standing Order. However, the parties' motions have been ripe since February, and the Court finds that granting such motion would result in a delay in litigation that is not in the interest of justice. Furthermore, the five additional pages in State Farm's Memorandum include the Cover Page, Table of Contents, and Table of Authorities. These pages provide little information other than serving as a reference guide for the parties. Therefore, GSF's Motion to Strike is denied.
State Farm contends that the Court should disregard many of GSF's Uncontroverted Statements of Fact because the documents cited by GSF in support of these facts have not been authenticated. Specifically, State Farm attacks GSF's citation to its counterclaims, State Farm's answer, GSF's interrogatory responses, and GSF's responses to requests for production. In response, GSF claims that it is not necessary for it to authenticate these documents because GSF is both the party and the attorney. GSF argues that, because the crux of the litigation involves the attorney who has signed and produced the documents in question, the signature of the attorney on these documents is enough to authenticate them.
The Court disagrees. Under District of Kansas Local Rule 56.1(d), all facts upon which a motion is based "must be presented by affidavit, declaration under penalty of perjury, and/or relevant portions of pleadings, depositions, answers to interrogatories, and responses to requests for admissions." Unauthenticated documents, once challenged, cannot be considered by a court in determining a summary judgment motion.
To the extent GSF cites its responses to requests for production or documents produced in response to those requests, the Court will disregard these facts, as they have not been properly authenticated. With regard to the pleadings, GSF's counterclaims are not verified, and therefore, the Court will only consider those facts that State Farm admitted in its answer.
GSF asks the Court to strike the affidavit of Jill Earley, which State Farm offered in support of its Memorandum in Opposition to GSF's Motion for Summary Judgment. Earley is a staff assistant and analyst on State Farm's vendor performance team. As part of her employment duties, she managed the relationship between State Farm and GSF. GSF contends that the Court should strike the affidavit because it is a sham and because Earley is incompetent to testify.
State Farm relies on Earley's affidavit to controvert GSF's Statement of Fact numbers 62-74, 76, and 84 and to support its Statement of Additional Facts numbers 130-134. However, the affidavit is unnecessary to controvert GSF's facts 62-74, and 76 because the Court will not consider them in determining GSF's motion for summary judgment. Facts 62-74 have not been supported by properly authenticated documents, and fact 76 is not a statement of material fact. Therefore, the only facts that are at issue are GSF fact 84 and State Farm's additional statement of facts 130-134.
GSF fact 84 states that State Farm is in possession of the detailed and itemized written request for reimbursement of reimbursable claim expenses incurred by GSF in pursuit of the subrogation claims. State Farm's additional facts 130-134 generally state the following: (1) State Farm did not receive any funds within thirty days of January 8, 2014, on any of the matters at issue in this lawsuit; (2) State Farm has paid all the expenses GSF seeks to recover with the exception of one $100 charge; and (3) GSF received attorneys' fees of approximately $225,000 on subrogation recoveries made between May 1, 2013, and January 31, 2014.
None of these facts are material to the determination of the parties' motions. GSF attempts to create an issue regarding the expense payments by stating that it is the timing of the expense payments and not the fact that there is one payment left to be made that is a key issue before the Court. GSF argues that because State Farm made the expense payments more than thirty days after termination, it has chosen to selectively enforce the Agreement. GSF, however, does not cite properly authenticated documents in support of its statement that State Farm made expense payments more than thirty days after termination, and Earley's affidavit is not offered to controvert this fact. GSF's motion thus appears futile because none of the facts at issue are determinative to the parties' summary judgment motions.
Regardless of the futility of GSF's motion, the Court finds no basis to strike Earley's affidavit from the record. The affidavit is not, as GSF asserts, a sham affidavit. The Tenth Circuit considers the following in determining whether an affidavit creates a sham fact issue: (1) whether the affiant was previously cross-examined; (2) whether the affiant had access to the pertinent evidence at the time of his earlier testimony; and (3) whether the earlier testimony reflects confusion that the affidavit attempts to explain.
GSF also has not met its burden to show that Early is incompetent to testify based on a prior head injury that may affect her memory. GSF cites no authority for its argument that Earley is incompetent based on her statements in her deposition. Furthermore, Earley's affidavit is not made from her recollection. As is common with summary judgment proceedings, Earley looked into certain facts based on documents that were provided to GSF and then swore to the results of her inquiry. The Court therefore denies GSF's motion to strike Earley's affidavit.
Plaintiffs State Farm Mutual Automobile Insurance Company and State Farm Fire and Casualty Company are Illinois insurance corporations with their principal place of business in Bloomington, Illinois. Defendant GSF is a Kansas professional association located in Overland Park, Kansas. GSF operates as a law firm.
State Farm is a property and casualty insurer. It issues policies of automobile, homeowners, and business insurance in Missouri and Kansas. Many policies issued by State Farm include coverage for physical damage to an insured's real or personal property. From time to time, real or personal property that State Farm insures sustains damages as a result of the fault of one or more persons or entities. In such circumstances, State Farm may assert a subrogation claim against the wrongdoer to recover the amount it paid on account of the wrongdoer's fault. State Farm, as subrogee, pays the property losses of the insured and then steps into the shoes of the insured, as subrogor, and asserts a subrogation claim against the wrongdoer to recover the amount it paid on account of the damage to the insured's real or personal property. From time to time, State Farm employs attorneys to represent it or its insureds in these subrogation claims.
State Farm and GSF entered into an ATTORNEY SUBROGATION COLLECTION AND LITIGATION MASTER RETAINER AGREEMENT (the "Master Retainer Agreement"). The parties also executed a REQUEST FOR SERVICES—OTHER INSURANCE CARRIER (OIC) LITIGATION ("Request for Services"). The parties also accepted Work Rules, which were part of the Request for Services. The Master Retainer Agreement, the Request for Services, and the Work Rules are all integrated together to define the rights, responsibilities, and expectations of the parties at the time they were executed in August 2009. The three documents are collectively referred to as "the Agreement."
The Agreement sets for the terms under which State Farm would retain GSF to provide representation to State Farm or its insureds to make subrogation recoveries. The Agreement contains the following provision regarding the referral of State Farm's subrogation cases:
Other pertinent terms of the Agreement include the waiver, termination, and survival provisions, which state as follows:
The final paragraph states that the Agreement "shall be binding upon each of the parties hereto, their respective successors, and to the extent permitted their assigns and cannot be amended or otherwise modified, except as agreed to in writing by each of the parties hereto." The Agreement was amended on February 3, 2011, by the addition of a new Section 28 relating to taxes. Both GSF and State Farm signed the amendment.
The Request for Services contains the following pertinent provision:
The Request for Services also states that should State Farm's need for GSF's services change, State Farm could terminate GSF's services at that time at no additional expense to State Farm.
On occasion, State Farm arranged to pay GSF an hourly fee for investigative work in claims where State Farm had not yet paid or established a responsible party. In those instances, conversations would have been had with State Farm employees on specific claim files and a separate attorney fee engagement letter was executed.
Between the period of August 2009 and March 2013, State Farm referred numerous subrogation matters to GSF for handling, and GSF earned over $1 million in fees. On March 25, 2013, State Farm advised GSF that it was suspending assignments of new subrogation files to GSF.
On May 6, 2013, State Farm's Subrogation Services issued a separate internal memo stating that GSF would continue to handle all pending claim files in its inventory.
On or about January 8, 2014, State Farm terminated the Agreement by emailing a letter of termination to GSF. Pursuant to paragraph 23.e. of the Master Retainer Agreement, the effective date of termination was January 8, 2014. State Farm informed GSF that it decided to "terminate" its relationship with GSF and directed that all current pending subrogation claim files (the "Pending Subrogation Claims") immediately be transferred to the law firm of Wallace Saunders. GSF transferred the Pending Subrogation Claims and complied with State Farm's request to wind up the business relationship between GSF and State Farm.
At the time of termination, there were thirteen Pending Subrogation Claims in State Farm's inventory of subrogation cases. State Farm eventually received funds on seven of the thirteen Pending Subrogation Claims, but none of these funds were received within thirty days of the Agreement's termination.
On August 7, 2014, State Farm filed this lawsuit seeking a declaratory judgment that under the Agreement GSF has no right to attorneys' fees on any settlement or judgment secured in any of the Pending Subrogation Cases and that GSF's lien notices are invalid. In response, GSF asserts several counterclaims. First, GSF seeks a declaratory judgment that it is entitled to attorneys' fees for the professional legal services it rendered on the Pending Subrogation Claims. GSF also asserts claims quantum meruit, promissory estoppel, unjust enrichment, breach of contract, and a claim for the enforcement and foreclosure of its attorneys' liens. The parties have filed cross-motions for summary judgment, which are ripe for the Court's decision.
Summary judgment is appropriate if the moving party demonstrates that there is no genuine issue as to any material fact, and the movant is entitled to judgment as a matter of law.
Though the parties in this case filed cross-motions for summary judgment, the legal standard remains the same.
The parties have filed cross-motions for summary judgment regarding whether GSF is entitled to recover attorneys' fees under the Agreement for the professional services it rendered for the Pending Subrogation Claims and whether GSF's attorneys' liens are valid. The legal issues raised in the parties' motions largely overlap. Therefore, the Court will address them together rather than separately.
In diversity cases, district courts generally apply the substantive law, including the choice of law rules, of the forum state.
State Farm contends that GSF is not entitled to attorneys' fees under the Agreement for the professional services it rendered in the Pending Subrogation Claims. The central dispute in this case is the enforceability of paragraph 23.g. of the Agreement. This paragraph states:
State Farm asks the Court to declare that under this provision, GSF has no right to attorneys' fees on any settlement or judgment secured in any of the Pending Subrogation Claims more than thirty days after termination of the Agreement. GSF also seeks summary judgment on this provision, asking the Court to declare it invalid, illusory, and unenforceable.
State Farm contends that paragraph 23.g. is enforceable based on the basic rules of contract interpretation in Illinois. These rules provide that:
State Farm further argues that paragraph 23.g. is enforceable based on Illinois case law construing attorney fee contracts. The Illinois Supreme Court has specifically held: "Where a client and his attorney have an express contract for compensation, that contract will control the amount of compensation due the attorney from the client and quantum meruit principles are not involved, at least where the fee provided for by the contract was not excessive or fraudulent."
In response, GSF offers several reasons as to why paragraph 23.g. is invalid and unenforceable. First, GSF contends that under Illinois law, the Agreement and paragraph 23.g. ceased to exist upon termination. Second, GSF contends that the Agreement is ambiguous. Third, GSF argues that paragraph 23.g. is illusory. Fourth, GSF claims that State Farm selectively enforced the Agreement, and fifth, GSF argues that State Farm violated the covenant of good faith and fair dealing. The Court will address each of GSF's arguments below.
GSF argues that under Illinois law, paragraph 23.g. ceased to exist when State Farm terminated the Agreement. In support of this argument, GSF cites a line of Illinois cases providing that "when a client terminates a contingent-fee contract, the contract ceases to exist between the parties . . . and the contingency term, whether the attorney wins, is no longer operative."
At first glance, this law appears to directly conflict with the case law cited by State Farm holding that when the attorney fee contract controls the attorney's compensation, the doctrine of quantum meruit does not apply. However, upon further review of the Agreement, the Court finds the cases that GSF cites inapplicable and unpersuasive. Contrary to GSF's argument, neither the Agreement nor paragraph 23.g. ceased to exist upon termination. Illinois law recognizes the validity of survival provisions in contracts.
GSF contends that the Agreement is ambiguous because the two sentences of paragraph 23.g. are inherently inconsistent and conflicting, thus creating an ambiguity on their face. Under Illinois law, a contract is ambiguous if its words are reasonably susceptible to more than one meaning.
GSF's argument as to why paragraph 23.g. is ambiguous is difficult to understand at best, perhaps because it is misconstruing State Farm's interpretation of it. The last sentence of paragraph 23.g. states: "Law Firm shall not be entitled to receive any fee on any funds State Farm receives more than thirty (30) days after the effective date of termination." According to GSF, State Farm contends that the last sentence of paragraph 23.g. prohibits GSF from recovering any compensation, not just a contingency fee on the Pending Subrogation Claims. GSF, on the other hand, contends that this language only prohibits it from receiving a contingency fee, not the reasonable value of its services received.
The problem with GSF's argument is that both parties seem to agree that the language of 23.g. prevents GSF from recovering a contingency fee on any funds State Farm receives more than thirty days after termination. State Farm is not arguing that this provision prevents GSF from recovering the reasonable value of its services received. Instead, State Farm is arguing that GSF cannot recover the reasonable value of its services rendered because the Agreement does not contain any provision allowing it to do so, and GSF cannot recover on its equitable counterclaims or breach of contract counterclaim. GSF is attempting to create an ambiguity by claiming that the parties disagree as to what the language means. But, as stated above, the Court will not find ambiguity on this basis.
GSF next contends that paragraph 23.g. is unenforceable because it violates public policy and the policy against illusory contracts. Under Illinois law, "public policy strongly favors the freedom to contract."
An illusory promise contravenes public policy and is unenforceable.
Moreover, none of the cases GSF relies on support its argument that paragraph 23.g. violates public policy. GSF relies on Holstein v. Grossman
Finally, GSF also claims, without citing any authority, that paragraph 23.g. is a forfeiture provision. Under Illinois law, "[t]he crux of forfeiture is punishment or penalty for some improper conduct or act done by the party against whom forfeiture is sought."
In response to State Farm's motion for summary judgment, GSF argues that State Farm has selectively enforced the Agreement. First, GSF contends that State Farm departed from the terms of the Agreement by entering into separate engagement letters with GSF after execution of the Agreement, by paying attorney fees on a matter where there was no recovery whatsoever, and by reimbursing GSF its expenses more than thirty days after termination of the Agreement. GSF contends that this selective enforcement of the Agreement should result in the invalidation of its terms or create an ambiguity in its interpretation.
This argument fails for at least two reasons. First, with regard to GSF's statements that it entered into separate engagement letters with State Farm and that State Farm paid its expenses more than thirty days after termination, GSF has not supported these facts with admissible evidence as required by D. Kan. Rule 56.1, and thus they are disregarded by the Court. At most, State Farm has admitted that it retained GSF on occasion to perform hourly services in matters where there was yet no subrogation claim. GSF, however, has not pointed to any writing showing that State Farm departed from the Agreement.
And second, GSF's argument fails based on the language of the Agreement. GSF argues that under Illinois law, a condition precedent may be waived, and that GSF waived paragraph 23.g. by making expense payments more than thirty days after termination. The Agreement, however, contains a "No Waiver" provision stating that "if either party on any occasion fails to adhere to any term of this Agreement, and the other party does not enforce that term, the failure to enforce on that occasion shall not prevent enforcement on any other occasion." Therefore, even if State Farm did selectively enforce the Agreement, it is still entitled to enforce paragraph 23.g. with regard to GSF's claim for attorneys' fees.
Finally, GSF takes issue with State Farm's alleged failure to comply with the Agreement's arbitration clause. Paragraph 22 of the Agreement states that "any controversy or claim arising out of this Agreement shall be submitted to non-binding arbitration." GSF claims that it demanded arbitration of the parties' dispute before State Farm filed its Complaint, and that this Court is required to find that the subject matter of the Complaint is covered by this clause. It also argues that State Farm's decision to ignore GSF's demand and the arbitration clause is prima facie evidence of State Farm's selective enforcement of the Agreement.
The Court sees little merit in this argument. If GSF is asking the Court to find that the Agreement ceased to exist upon termination, then it cannot rely on this provision to argue that State Farm selectively enforced it because this provision would no longer exist. GSF cannot pick and choose which provisions of the Agreement it wants to survive. Furthermore, although GSF may have demanded arbitration before State Farm filed suit, it has never filed a motion to compel arbitration in this litigation. Section 4 of the United States Arbitration Act states that "[a] party aggrieved by the alleged failure, neglect, or refusal of another to arbitrate under a written agreement for arbitration may petition any United State district court . . . for an order directing that such arbitration proceed in the manner provided for in such agreement." GSF's page and half argument regarding arbitration in response to State Farm's motion for summary judgment is not a motion to compel arbitration, and absent such motion, the Court sees no reason to determine whether the issues in the Complaint are covered by paragraph 22 of the Agreement. Therefore, the Court does not find State Farm's alleged failure to arbitrate a valid basis for invalidating paragraph 23.g. of the Agreement.
Finally, GSF asserts that State Farm has violated the covenant of good faith and fair dealing. Under Illinois law, every contract implies good faith and fair dealing between the parties to it.
Here, GSF has failed to show that State Farm had considerable discretion in compensating GSF after termination of the Agreement. The Agreement clearly states that GSF is not entitled to any fee on any funds State Farm receives more than thirty days after termination of the Agreement. GSF's argument that State Farm has violated the covenant of good faith and fair dealing is yet another attempt to avoid the contractual language it bargained for when it signed the agreement. The Court therefore finds that State Farm did not violate this covenant.
Despite GSF's best efforts to invalidate paragraph 23.g., the Court finds it to be unambiguous and enforceable. The Court must therefore give its words "their plain, ordinary and popular meaning."
In its motion for summary judgment, GSF claims that State Farm amended the Agreement and then breached its terms by not allowing GSF to handle the Pending Subrogation Claims "to conclusion." GSF bases its argument on the May 1, 2013 letter from State Farm to GSF, which states: "We have agreed that your law firm will continue to handle the subrogation files currently in your inventory to conclusion." According to GSF, this letter modified the Agreement or created a separate contract between State Farm and GSF. GSF argues that State Farm breached the contract by transferring the Pending Subrogation Claims to another law firm thereby denying GSF the ability to handle the files "to conclusion." According to GSF, the consequence of this breach is that State Farm must pay the reasonable value of the professional services that GSF provided to State Farm.
In response, State Farm contends that it never amended the Agreement or created a new contract with GSF. The Court agrees. Although GSF correctly cites the language of the May 2013 letter in its argument, it conveniently ignores the next sentence following its quote, which states: "These files will continue to be handled per the terms and conditions of the existing Master Agreement and Request for Services — Work Rules." This sentence makes clear that after the May 1, 2013 letter GSF would handle the current subrogation files pursuant to the Agreement—not a new or amended contract. There is no evidence that GSF objected to or contested the terms of the May 2013 letter. Thus, by its very language, the May 2013 letter does not appear to amend the Agreement or create a new contract.
GSF's argument also fails based on the Agreement's terms. The last paragraph of the Agreement states that it "cannot be amended or otherwise modified, except as agreed to in writing by each of the parties hereto." This language is unambiguous, and under Illinois law should be given full effect.
GSF attempts to claim that the May 2013 letter qualifies as an amendment even though it does not comport with the terms of the Agreement because State Farm and GSF entered into separate engagement letters for some of the claims. However, as noted above, GSF fails to support its argument with admissible evidence. While State Farm admits that it retained GSF to perform hourly services in matters where there was yet no subrogation claim, GSF cannot point to any writing which established a modification of the Agreement in those events. Therefore, they are not material here. GSF simply has not met its burden to show that it is entitled to judgment as a matter of law on this claim. Therefore, the Court denies GSF's motion for summary judgment on its breach of contract claim and grants State Farm's motion for summary judgment on this claim.
GSF has asserted three counterclaims seeking equitable relief—a claim for quantum meruit, a claim for promissory estoppel, and a claim for unjust enrichment. Both parties move for summary judgment on these claims. The Court will address each below.
Quantum meruit is a quasi-contract theory, the essence of which is "the receipt of a benefit by one party which would be inequitable for that party to retain."
In response, State Farm argues that GSF cannot establish a claim for quantum meruit because the parties entered into an express contract and that contract controls GSF's compensation. State Farm relies on Illinois case law stating that a plaintiff cannot prevail under quantum meruit if there is an express contract.
In Industrial Lift Truck Service Corp., a dealer and distributor entered into a dealership agreement that the distributor later terminated according to its terms.
The court rejected the dealer's argument that quantum meruit should apply using reasoning that also applies to GSF's claim here. The court found that the dealer made the design changes with the view of being compensated pursuant to the contract's terms. The court further stated:
Here, GSF entered into the Agreement knowing the risk involved. It knew that State Farm could terminate the Agreement as it was terminated and knew based on the language of paragraph 23.g. that it could not recover any fees on any funds State Farm received thirty days after termination. It also knew that there was no other provision in the contract that provided for GSF to be compensated in the event State Farm did not recover funds on any of the Pending Subrogation Claims within thirty days after termination. Like the dealer in Industrial Lift Truck Service Corp., now that a situation GSF knew could occur has occurred, GSF is seeking to shift the risk it assumed under the Agreement. The law will not allow GSF to use quantum meruit "as a means to circumvent the realities of a contract it freely entered into."
GSF argues that the cases it cites are more applicable than Industrial Lift Truck Service Corp., because they involve an attorney and client who have entered into a contingency fee relationship. But, as previously noted, the cases GSF cites are inapplicable because the Agreement contains a survival provision. Neither the Agreement nor paragraph 23.g. ceased to exist upon termination.
The Court finds that GSF's claim for quantum meruit is barred by the Agreement. Although this is a harsh result, it is not one that is unanticipated by the parties. GSF freely entered into the Agreement, knew the risk involved should State Farm terminate it, and accepted the benefits of the Agreement during its term. Therefore, the Court grants summary judgment for State Farm and denies summary judgment for GSF on this counterclaim.
GSF asserts an alternative claim for promissory estoppel. To establish such a claim, GSF must prove that (1) State Farm made an unambiguous promise to it; (2) GSF relied on such promise; (3) GSF's reliance was expected and foreseeable by State Farm; and (4) GSF relied on the promise to its detriment.
In this case, GSF acknowledges that there was a written contract between it and State Farm. It alleges that State Farm promised to pay for GSF's professional services rendered in the pursuit of subrogation claims and that GSF relied on that promise and performed its obligations under the Agreement by representing State Farm and its insured in the subrogation claims. The Court has found the Agreement to be enforceable and to control the relationship of the parties. Therefore, GSF's claim for promissory estoppel fails. The Court grants summary judgment to State Farm on this claim and denies summary judgment to GSF.
GSF contends that it is entitled to recover under the alternate theory of unjust enrichment. The doctrine of unjust enrichment is based upon implied contract.
The parties both move for summary judgment as to whether GSF's attorneys' liens are valid and enforceable. GSF states that it filed the liens to put State Farm on notice that it did not consent to the application of paragraph 23.g. at the time of termination. GSF further states that it does not seek to enforce statutory lien laws but that it seeks to equitably enforce the liens.
The elements of an equitable lien are "(1) a debt, duty, or obligation owing by one person to another, and (2) a res to which that obligation fastens."
State Farm has also shown that GSF's attorneys' liens are invalid. Under Illinois law, an attorney cannot send a valid lien notice after termination of the attorney client relationship.
In addition, certain subrogation claims handled by GSF remained pending in Missouri and Kansas. The Missouri courts have recognized that "[a]n attorneys' right to compensation remains based on contract, and attorneys liens [merely] provide security for these contractual rights."
After considering the parties' motions, the Court grants State Farm's Motion for Summary Judgment and denies GSF's Motion for Summary Judgment. The Court therefore finds that: (1) State Farm is entitled to summary judgment on its declaratory judgment claim because under the terms of the Agreement, GSF is not entitled to receive any fee on any funds State Farm received more than thirty days after termination of the Agreement and GSF's attorneys' liens are invalid: (2) State Farm is entitled to summary judgment on GSF's claims of quantum meruit, promissory estoppel, unjust enrichment, and breach of contract; and (3) State Farm is entitled to summary judgment on GSF's claim to enforce its attorneys' liens.
