“No Fee Without Privity” – Mississippi Supreme Court Forecloses Third-Party-Beneficiary, Quantum-Meruit and Common-Fund Claims by Associated Counsel against the State

Introduction

In Roedel Parsons Blache Fontana Piontek & Pisano v. State of Mississippi, No. 2024-CA-00477-SCT (decided 3 July 2025), the Supreme Court of Mississippi tackled a recurrent but under-litigated question: when the Attorney General hires outside counsel on a contingency basis and that lead firm later “associates” additional lawyers, may those associated lawyers sue the State directly for fees if the case fails to generate a monetary recovery? Chief Justice Randolph, writing for a unanimous Court, said “no”—and in doing so cemented a clear, bright-line rule that only parties in privity with the State hold enforceable contractual or quasi-contractual fee rights, absent an express statutory authorization or an identifiable common fund within the court’s control.

The decision arises from the long-running “Entergy electricity-rates” litigation initially brought by the AG’s office in 2008. After years of complex proceedings, Entergy secured a summary judgment and no monetary recovery accrued to Mississippi or its citizens. Nevertheless, the Louisiana firm Roedel Parsons—associated by the original contingency-fee counsel (the Kilborn Firm)—demanded over $34 million from the State, premised on several theories:

third-party-beneficiary status under the AG–Kilborn retention agreement;
unjust enrichment and quantum meruit; and
the equitable “common-fund” doctrine.

The circuit court dismissed the action under Rule 12(b)(6); the high court has now affirmed, establishing a precedent of statewide importance for public-sector fee arrangements.

Summary of the Judgment

The Court held:

The retention agreement’s plain language barred any claim that associated counsel (Roedel Parsons) became third-party beneficiaries; the contract expressly required that any associated counsel be engaged “at no cost to the State.”
Because the agreement disclaimed State liability to associated counsel, quantum-meruit and unjust-enrichment theories fail—no reasonable expectation of payment from the State existed.
The common-fund doctrine is inapplicable where (a) there is no actual fund before the court, (b) purported beneficiaries are diffuse and unidentifiable (“all Mississippi ratepayers”), and (c) benefits are speculative rather than traceable.
Accordingly, the complaint was properly dismissed; Roedel Parsons’ recourse, if any, lies solely against the Kilborn Firm with whom it contracted.

Analysis

Precedents Cited and Their Influence

Burns v. Washington Savings, 171 So.2d 322 (Miss. 1965) – core statement of the privity requirement and third-party-beneficiary exception. The Court used Burns to frame the threshold inquiry: did the State–Kilborn contract place a “direct benefit” on Roedel Parsons?
Yazoo & M.V.R.R. Co. v. Sideboard, 133 So. 669 (Miss. 1931) – three-part test for third-party-beneficiary status (“expressly broad enough,” “evident intent,” and “substantial interest”). Applied to show Roedel Parsons fails every prong.
Trammell v. State, 622 So.2d 1257 (Miss. 1993) – “incidental beneficiaries have no enforceable rights.” Used to label Roedel Parsons as incidental at best.
Redd v. L & A Contracting Co., 151 So.2d 205 (Miss. 1963) – defines quantum meruit; stressed the need for the payor’s knowledge and expectation of payment.
Hans v. Hans, 482 So.2d 1117 (Miss. 1986) – building block for unjust enrichment analysis.
Boeing Co. v. Van Gemert, 444 U.S. 472 (1980) – U.S. Supreme Court articulation of the common-fund doctrine. Mississippi Court imported its criteria to show they were unmet.
Tupelo Redevelopment Agency v. Gray Corp., 972 So.2d 495 (Miss. 2007) – need for notice to the payor in quantum-meruit situations.

Legal Reasoning

Contractual Privity & Express Disclaimer – The retention agreement’s “no cost to the State” clause was dispositive. Because contracts are interpreted by their plain terms, extrinsic allegations (e.g., alleged $500 million in savings) cannot rewrite the bargain.
Incidental vs. Intended Beneficiary – Even if the State foresaw that associated counsel would be employed, the contract expressly placed the fee burden on the Kilborn Firm, making any benefit to Roedel Parsons incidental.
Quantum Meruit/Unjust Enrichment – These doctrines require (a) services rendered, (b) expectation of payment from the defendant, and (c) the defendant’s awareness of that expectation or retention of a benefit in inequitable circumstances. The State never induced or expected to pay Roedel Parsons; instead the agreement negated any such expectation.
Common-Fund Doctrine – The Court emphasized jurisdictional control over a discrete fund as a prerequisite. Alleged “ratepayer savings” are not funds within the court’s reach, nor are the beneficiaries identifiable for fee allocation. The doctrine therefore could not be invoked as an independent cause of action.

Impact of the Decision

Clarity for Public Contingency Contracts – The Attorney General and other state officers may confidently stipulate that associated counsel are retained “at no cost to the State,” insulating the State from later fee petitions if the primary case fails to yield a recovery.
Risk Allocation to Lead Counsel – Lead firms that subcontract portions of work must now bear exclusive responsibility for fee splits; associated counsel should secure explicit contractual protection directly from the lead firm, not the State.
Narrowing of Common-Fund Arguments – Plaintiffs will need to identify an actual, sequestered fund or escrow under the court’s control to trigger equitable fee shifting.
Influence beyond Mississippi – Other jurisdictions grappling with multi-firm public litigation (e.g., opioid, environmental, antitrust cases) may cite this decision for the proposition that sovereign defendants owe no implied fee duties when contracts explicitly disclaim them.

Complex Concepts Simplified

Third-Party Beneficiary

A person not named in a contract can sometimes sue to enforce it, but only if the contract was made for that person’s direct benefit. If the benefit is indirect or incidental, they have no right to sue.

Quantum Meruit

Latin for “as much as he deserves.” If someone performs valuable services for another without a contract, the law may imply a promise that they will be paid a reasonable amount—but only when the recipient knew or should have known payment was expected.

Unjust Enrichment

An equitable principle preventing a person from unfairly benefiting at another’s expense. Courts award restitution (repayment) if retaining the benefit would be inequitable.

Common-Fund Doctrine

When a lawyer’s efforts create or preserve a specific pool of money for a group, the court can order proportional payment of fees from that pool so all beneficiaries share the cost. It applies only when an identifiable fund exists under the court’s authority.

Conclusion

Roedel Parsons v. State of Mississippi draws a sharp line: associated counsel cannot leapfrog contractual privity or rely on equitable doctrines to recover fees from the State where (1) the State’s agreement expressly negates liability, (2) no recovery has materialised, and (3) no discrete common fund exists. The ruling fortifies the State’s ability to manage litigation costs, clarifies risk allocation among collaborating law firms, and curtails expansive fee theories premised on incidental public benefits. Going forward, any lawyer entering a public-sector contingency matter as “of counsel” should secure direct contractual rights with the lead firm and abandon hope of back-end recovery from the State absent explicit statutory or contractual authorization.