Attorneys entered into joint-venture for the representation of the Port of New Orleans for its Katrina-related losses and claims.  Although the Port authorized a representative to negotiate and secure representation with Spears and Hall, their initial contingency fee proposal was rejected. Hall and Spears had a meeting at which Spears indicated he had no interest in working on an hourly fee basis. Mr. Hall was thereafter engaged for $200/hr.  A year later, Hall consulted the Port’s representative about bringing in another firm to assist with the Port’s Katrina-related insurance claims. Chip Merlin was selected, but was unwilling to work on an hourly basis. Accordingly, the Port executed a contingency fee contract with Merlin and Hall’ for their joint representation of the Port, providing for a 33.3333% fee for a gross recovery exceeding $95,000,000. Hall testified that he mentioned that Spears might be interested in participating in the case once the contingency fee arrangement had been proposed, but the Port instructed him not to share this information with Spears because the Port was in the process of suing Spears for legal malpractice for his work with the Port on an unrelated case. Ultimately, the defendant agreed to settle the Port’s claim in the amount of $117,500,000. Hall’s share of attorney’s fees was $6,002,278.31, from which $900,118.58 was deducted for the hourly fees already paid to him.  Thereafter, Spears filed suit against Hall alleging a breach of their joint-venture agreement and seeking one-half of the contingency fees earned by Hall.  The trial court found for Spears, and the Court of Appeal affirmed.

On writs to the Louisiana Supreme Court, however, Hall argued that the lower courts committed reversible error by: (i) inding that Spears lost an opportunity to perform contingency fee work for the Port by Hall’s exclusion of him; (ii) concluding that Hall breached a fiduciary duty to Spears where none existed; and (iii) holding that the Rules of Professional Conduct are inapplicable and unenforceable with respect to the validity of the parties’ oral joint venture agreement. The Louisiana Supreme Court, reversing, agreed:

“We find unpersuasive the parties’ reliance on jurisprudence involving joint ventures that arose only after one attorney was retained by the client, and the other was subsequently engaged as co-counsel for that representation…. Because neither Mr. Spears nor Mr. Hall had an existing contract with the Port when they purported to form a joint venture, this matter is distinguishable from those cases.  In both Duer and Scurto, an attorney entered a valid contingency fee agreement with a client, then subsequently procured the employment of another attorney to assist him in that representation, thereby creating a joint venture between the two attorneys. Here, conversely, notwithstanding the parties’ initial oral agreement to jointly represent the Port on a contingency fee basis, no enforceable arrangement existed between either party and the Port at the time of the agreement for which a second attorney would be brought in as co-counsel. Thus, the record clearly demonstrates the joint venture, and any fiduciary duties arising therefrom, terminated under multiple, independent theories: the impossibility of the joint venture’s object, the parties’ failure to amend their agreement or enter into a new joint venture, and the nonfulfillment of a suspensive condition of the joint venture….

“Nevertheless, this case merits further examination as to whether the RPC applies and what impact these rules may have under the circumstances presented.  In considering and rejecting Mr. Hall’s contention that the Rules of Professional Conduct apply to this case, the court of appeal concluded that the rules of contract apply to any alleged breach, not the RPC. We recognize case law noting that a breach of a joint venture to claim a share of attorney’s fees is considered a breach of contract claim, rather than a fee dispute.” However: “The Raspanti court’s decision was based on a former version of Rule 1.5(e) which, at the time, provided in part, that ‘a division of fee between lawyers who are not in the same firm may be made only if: (1) The division is in proportion to the services performed by each lawyer or, by written agreement with the client, each lawyer assumes joint responsibilities for the representation….’

“The current version of Rule 1.5(e), which applies to the instant matter, is substantially different: A division of a fee between lawyers who are not in the same firm may be made only if: (1) the client agrees in writing to the representation by all of the lawyers involved, and is advised in writing as to the share of the fees that each lawyer will receive; (2) the total fee is reasonable; and (3) each lawyer renders meaningful legal services for the client in the matter….. Rule 1.5(e), like all of the RPC, unquestionably has the force and effect of substantive law. As such, whether a suit by one attorney against another for a share of attorney’s fees is couched in terms of a contract dispute or a fee dispute is immaterial unless the attorneys have complied with Rule 1.5(e) of the RPC. In a dispute between lawyers of different firms over attorney’s fees allegedly owed, the starting point of the analysis is whether the client agreed in writing to the representation by all of the lawyers involved and was advised in writing of each attorney’s respective share of the fees. Thus, any cases upholding agreements that do not comply with Rule 1.5, including oral agreements between attorneys of different firms for the joint legal representation of a client without the client’s written agreement, are expressly overruled.”

 

Spears v. Hall, No.2025-00195 (La. 3/6/2026), 2026 WL 636698.