Farmland Industries, Inc. v. Frazier-Parrott Commodities ( 1997 )

United States Court of Appeals
FOR THE EIGHTH CIRCUIT
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No. 96-1118
No. 96-1119
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Farmland Industries, Inc., *
*
Appellant - Cross Appellee,*
*
v. *
*
Frazier-Parrott Commodities, *
also known as Parrott *
Corporation, doing business as * Appeals from the United States
Parrott Corporation, Inc.; * District Court for the
Heinold Commodities, Inc.; * Western District of Missouri.
DeKalb Agresearch, Inc.; *
Christopher R. Parrott; Horace *
Seixas; John Dunn, *
*
Defendants, *
*
Heinold Holdings, Inc., *
*
Appellee - Cross Appellant.*
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Submitted: September 13, 1996
Filed: April 15, 1997
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Before BEAM, HEANEY, and JOHN R. GIBSON, Circuit Judges.
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JOHN R. GIBSON, Circuit Judge.
Farmland Industries, Inc. brings before us another, and perhaps the
final chapter in its litigation against Frazier-Parrott
Commodities, Inc. and others. The district court awarded Heinold Holdings,
Inc. attorneys' fees pursuant to Farmland's contract with Heinold
Commodities, Inc. Farmland argues that the attorneys' fees provision in
the contract is unenforceable under Missouri law and that a party to the
contract did not incur the attorneys' fees awarded. Farmland also argues
that the district court used the wrong standard to determine the amount of
the attorneys' fees award. Heinold Holdings cross-appeals, arguing that
the district court should have awarded prejudgment interest on its
attorneys' fees award. We reverse the district court's denial of
prejudgment interest and affirm in all other respects.
In 1985 Farmland entered into a contract with Heinold Commodities in
which Heinold Commodities agreed to facilitate commodities trades for
Farmland, and Farmland agreed to pay Heinold Commodities' "costs and
attorneys' fees incurred in defending against any claim brought by
[Farmland] in any suit, arbitration or reparations proceeding in which
Heinold [Commodities] is the substantially prevailing party."
In 1986 Farmland sued Heinold Commodities and others, accusing them
of defrauding Farmland by manipulating Farmland's commodities trades.
During Farmland's lawsuit, Heinold Holdings, which owned Heinold
Commodities, agreed to pay Heinold Commodities' attorneys' fees.
Thereafter Heinold Commodities' attorneys directly billed Heinold Holdings
for all services rendered on behalf of Heinold Commodities. Heinold
Commodities assigned its attorneys' fees claim against Farmland to Heinold
Holdings.
Farmland's lawsuit proceeded to trial, and the district court
directed a verdict in favor of Heinold Commodities at the close of the
evidence. The jury returned a verdict in favor of the other defendants on
all of Farmland's claims. We affirmed. Farmland
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Indus. v. Frazier-Parrott Commodities, Inc., 871 F.2d 1402 (8th Cir. 1989).
After prevailing against Farmland, Heinold Commodities moved for
summary judgment on its claim for attorneys' fees based on its contract
with Farmland. At the same time, it asked the district court to substitute
Heinold Holdings for Heinold Commodities in the claim for attorneys' fees
because of the assignment. Heinold Holdings asserted that it was entitled
to recover $748,288.38 for attorneys' fees incurred by Heinold Commodities
in defending against Farmland's lawsuit.
The district court substituted Heinold Holdings for Heinold
Commodities, but denied the motion for summary judgment. After a hearing,
the district court reduced the amount of attorneys' fees requested by
Heinold Holdings because it determined that part of the fees were not
incurred by Heinold Commodities. Relying on United States ex. rel. C.J.C.,
Inc. v. Western States Mechanical Contractors, Inc., 834 F.2d 1533 (10th
Cir. 1987), the court further reduced the attorneys' fees claimed by
Heinold Holdings to an amount that it considered to be reasonable. The
court awarded Heinold Holdings $516,359.30 in attorneys' fees, but denied
Heinold Holdings' request for prejudgment interest on that award.
I.
Farmland argues that the district court erred in awarding attorneys'
fees under the contract because no reasonable interpretation of the
contract permits an award in this case. It argues that we should use
Missouri law to interpret the contract, even though the contract states
that Illinois law governs its interpretation. We will assume without
deciding that Missouri law
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governs our interpretation of the contract.
Under Missouri law we must enforce a contract as written and
according to the plain meaning of the words in the contract when the
contract is clear and unambiguous. See Cross v. Ladue Supply, Inc., 424
S.W.2d 108, 110 (Mo. Ct. App. 1967). An ambiguity exists when a contract
is susceptible to more than one reasonable interpretation. See Coughenour
v. Bates, 785 S.W.2d 291, 297 (Mo. Ct. App. 1990). Whether a contract is
ambiguous is a question of law which we review de novo. See Jim Carlson
Constr., Inc. v. Bailey, 769 S.W.2d 480, 482 (Mo. Ct. App. 1989); Slotkin
v. Willmering, 464 F.2d 418, 422 (8th Cir. 1972).
Farmland acknowledges that the plain language of the contract
requires an attorneys' fees award when Farmland brings any claim against
Heinold Commodities and Heinold Commodities prevails. Nevertheless,
Farmland argues that it is unreasonable to allow attorneys' fees in this
case because its claims against Heinold Commodities had nothing to do with
its contract with Heinold Commodities.
We conclude that the clear language of the contract rebuts Farmland's
argument. The attorneys' fees provision is unambiguous. It gives Heinold
Commodities a contractual right to recover its attorneys' fees "incurred
in defending against any claim brought by [Farmland] in any suit . . . in
which Heinold [Commodities] is the substantially prevailing party."
(Emphasis added).
This plain language of the contract is broad enough to cover
Farmland's claims against Heinold Commodities resulting from its actions
facilitating the commodities trades. To hold otherwise would contradict
the plain language of the contract. See Slotkin, 464 F.2d at 421-22.
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We also reject Farmland's argument that following the plain language
of the contract leads to an unreasonable result. Although Farmland's
claims were not based on its contract with Heinold Commodities, they arose
out of trades facilitated by Heinold Commodities for Farmland under the
contract. The plain language of the attorneys' fees provision made it
reasonably foreseeable at the time of contracting that the provision would
apply in this type of case.
II.
Farmland argues that the attorneys' fees provision violates Missouri
public policy and is unenforceable. Farmland asserts that Missouri has a
public policy of open access to courts1 and that requiring Farmland to pay
attorneys' fees impedes its access to the courts and penalizes it for going
to court.
Missouri law permits an award of attorneys' fees in a variety of
circumstances, see Skyles v. Burge, 830 S.W.2d 497, 499 (Mo. Ct. App.
1992), including when a contract provides for such an award, see Jackes-
Evans Mfg. Co. v. Christen, 848 S.W.2d 553, 557 (Mo. Ct. App. 1993); Gibson
v. Gibson, 687 S.W.2d 274, 277 (Mo. Ct. App. 1985). Despite this
precedent, Farmland argues that it violates Missouri's public policy of
open access to courts to enforce a
1
Farmland contends that Missouri's public policy of open
access to courts is found in section 14 of article I of the
Missouri Constitution, which provides:
Open courts--certain remedies--justice without sale,
denial or delay. That the courts of justice shall be
open to every person, and certain remedy afforded for
every injury to person, property or character, and that
right and justice shall be administered without sale,
denial or delay.
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contractual attorneys' fees provision in a lawsuit unrelated to enforcement
of the contract containing the provision.
We reject Farmland's argument. Farmland has not cited, nor have we
found, any case which denies an award of attorneys' fees because it
violates Missouri's public policy of open access to its courts. Indeed,
such an action would be contrary to Missouri cases which have long allowed
attorneys' fees awards without concern for impeding access to courts. Cf.
McPherson Redev. Corp. v. Shelton, 807 S.W.2d 203, 206 (Mo. Ct. App. 1991).
Granting an award of attorneys' fees to a successful party does not
prevent any party from asserting its rights in court. Such an award does
not bar the door to the courthouse, but simply makes the losing party's
trip to the courthouse more expensive. Missouri law allows parties to
provide for attorneys' fees in their contracts. See Skyles, 830 S.W.2d at
499; Gibson, 687 S.W.2d at 277. We hold that an attorneys' fees award in
this case does not violate Missouri public policy.
We also hold that the attorneys' fees provision is not an
impermissible penalty. It is but part of Farmland's consideration
supporting its contract with Heinold Commodities. In exchange for Heinold
Commodities' promise to facilitate trades for Farmland, Farmland promised
to pay Heinold Commodities' attorneys' fees in the event Farmland
unsuccessfully sued Heinold Commodities. By enforcing the attorneys' fees
provision, we are giving Heinold Commodities the benefit of its bargain
with Farmland.
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III.
Farmland argues that it is not liable for some of the attorneys' fees
awarded by the district court because some of the fees awarded were not
incurred by Heinold Commodities. Under Farmland's contract with Heinold
Commodities, Farmland is liable only for attorneys' fees incurred by
Heinold Commodities. Farmland contends that the Heinold Commodities'
attorneys directly billed Heinold Holdings for most of their fees and that
Heinold Holdings, not Heinold Commodities, paid those bills and incurred
those fees.
The facts of this case do not support Farmland's argument. Farmland
sued Heinold Commodities, and it hired attorneys to defend Farmland's
lawsuit. The district court awarded fees only for the attorneys' services
rendered on behalf of Heinold Commodities. Although Heinold Holdings paid
some of Heinold Commodities' attorneys' fees during the course of the
lawsuit, this does not change the fact that the attorneys represented
Heinold Commodities and that Heinold Commodities was liable for their fees.
Thus, Heinold Commodities incurred the fees awarded by the district court.
See Morse/Diesel, Inc. v. Trinity Indus., Inc., 875 F. Supp. 165, 179
(S.D.N.Y. 1994).
IV.
Farmland argues that the district court erred in relying on United
States ex rel. C.J.C., Inc. v. Western States Mechanical Contractors, Inc.,
834 F.2d 1533 (10th Cir. 1987), to determine the amount of Heinold
Holdings' attorneys' fees award.
In Western States the Tenth Circuit Court of Appeals held that a
court should deferentially review a claim for attorneys' fees
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under a contract in order to give the party contractually entitled to those
fees the full benefit of his bargain and to ensure that the fees are
reasonable and equitable. Id. at 1548-49. The district court carefully
analyzed Western States, adopted its reasoning, and granted attorneys' fees
that fell within a range that it considered reasonable and equitable.
Farmland asserts that the district court should not have followed
Western States. Farmland contends that Western States should apply only
to those cases in which a party seeks fees under a contract because of
another party's breach of that contract. Farmland argues that because it
did not breach its contract with Heinold Commodities, the district court
erred in following Western States.2
We see nothing in Western States that supports Farmland's argument.
Western States involved claims brought by subcontractors against the prime
contractor and its bonding company under the Miller Act. Id. at 1536.
While Western States refers to the situation where contracting parties have
agreed that a breaching party will be liable for attorneys' fees, it goes
on to state that the purpose of the award is to give the parties the
benefit of the bargain and that the court's responsibility is to enforce
that bargain. Id. at 1547-49. We do not see anything in the Western
States opinion that limits attorneys' fees claims to breach of contract
cases. Certainly, there is nothing in Western States that limits the award
of attorneys' fees in a case such as this, where the contract clearly
refers to any claim and any suit, and Farmland's suit arose from the work
that Heinold Commodities
2
Farmland has not argued that the district court should have
used state law to determine the amount of attorneys' fees to award
under the contract.
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contracted to do. We reject Farmland's attempt to limit Western States to
only attorneys' fees claims that are a result of a breach of contract.
V.
Heinold Holdings cross-appeals the district court's denial of
prejudgment interest on its attorneys' fees award. Heinold Holdings argues
that Missouri law requires prejudgment interest in this case.
The parties agree that Missouri law governs whether Heinold Holdings
is entitled to prejudgment interest on its contractual claim for attorneys'
fees. Under Missouri law "[c]reditors shall be allowed to receive interest
at the rate of nine percent per annum, when no other rate is agreed upon,
for all moneys after they become due and payable, on written contracts .
. . ." Mo. Rev. Stat. § 408.020 (1994). A court must award prejudgment
interest when section 408.020 applies. See Slay Warehousing Co. v.
Reliance Ins. Co., 489 F.2d 214, 215 (8th Cir. 1974) (per curiam). The
general rule is that section 408.020 applies when the amount due on a
party's contract claim is liquidated, that is, fixed or certain. See
Catron v. Columbia Mut. Ins. Co., 723 S.W.2d 5, 6 (Mo. 1987); Dierker
Assocs. v. Gillis, 859 S.W.2d 737, 746 (Mo. Ct. App. 1993). This general
rule is based on the idea that a party should be liable for prejudgment
interest only when that party knows the exact amount owed. See Fohn v.
Title Ins. Corp., 529 S.W.2d 1, 5 (Mo. 1975).
Missouri courts, however, have subjected this general rule to various
interpretations and exceptions. See Catron, 723 S.W.2d at 6; Vogel v. A.G.
Edwards & Sons, Inc., 801 S.W.2d 746, 757 (Mo. Ct.
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App. 1990)("[A]s has been pointed out and demonstrated, the exceptions to
the liquidation rule are legion.")(quotation omitted). One exception
requires prejudgment interest on unliquidated claims for the reasonable
value of services rendered. See Denton Constr. Co. v. Missouri State
Highway Comm'n, 454 S.W.2d 44, 59-60 (Mo. 1970). When a party is liable
for the reasonable value of services, he is under a legal duty to liquidate
the sum due and must pay interest from the time he should have paid the
claim. See id. at 60. This exception applies when a party is liable for
the reasonable value of services rendered by an attorney. See Laughlin v.
Boatmen's Nat'l Bank, 189 S.W.2d 974, 979 (Mo. 1945). Even though the
claim is unliquidated in the sense that the amount due is to be measured
and determined by the standard of the reasonable value of the attorney's
services, a court must grant prejudgment interest on that claim. See id.;
see also Catron, 723 S.W.2d at 7 (discussing Laughlin). The Missouri
Supreme Court has carved out this exception because prejudgment interest
has traditionally been used to compensate a party for the loss of the use
of money to which the party was entitled. See Catron, 723 S.W.2d at 7.
We conclude that this case falls within this exception to the general
rule and requires an award of prejudgment interest on Heinold Holdings'
claim for attorneys' fees. The contract in this case gives Heinold
Holdings a claim for the reasonable value of the services rendered by
Heinold Commodities' attorneys. Indeed, the district court reduced Heinold
Holdings' claim for attorneys' fees to a reasonable amount. The Missouri
Supreme Court has held that a party is entitled to prejudgment interest on
an unliquidated claim for the reasonable value of services rendered. See
Denton, 454 S.W.2d at 59-60; Laughlin, 189 S.W.2d at 979-80. Therefore,
we must grant Heinold Holdings prejudgment interest on its attorneys' fees
award.
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We reverse the district court's denial of prejudgment interest on
Heinold Holdings' award of attorneys' fees and remand to the district court
for calculation of Heinold Holdings' prejudgment interest. We affirm the
judgment of the district court in all other respects.
A true copy.
Attest:
CLERK, U. S. COURT OF APPEALS, EIGHTH CIRCUIT.