Date: Jun 2, 2026

Charging-Lien Attorney Bears Burden to Prove Oral Fee Terms and Hours; Courts May Resolve Credibility Conflicts Using Course-of-Dealing Evidence and Electronic Activity Audits

1. Introduction

In Jenai Hayes v. Metro. Gov't of Nashville & Davidson Cnty. (6th Cir. May 28, 2026), the Sixth Circuit addressed a post-settlement fee dispute among former co-counsel arising from an oral compensation agreement made shortly before trial in a civil-rights case brought by five school administrators against the Metropolitan Government of Nashville.

The dispute centered on what Brian Christopher Winfrey—who joined the plaintiffs’ litigation team late—was promised: (i) one-third of all attorneys’ fees (as Winfrey claimed), or (ii) $700 per hour (as Ann Buntin Steiner and Jesse F. Harbison claimed). The parties also contested how many hours Winfrey worked during the roughly five-week period between his entry and the settlement.

After two evidentiary hearings, the district court credited Steiner and Harbison, found an hourly agreement, and awarded fees accordingly, relying in significant part on a shared-drive activity audit to estimate hours when Winfrey did not produce billing records. Winfrey appealed; Steiner and Harbison sought appellate sanctions.

2. Summary of the Opinion

Affirmed the district court’s contract-based fee award enforcing an oral $700/hour agreement.
Affirmed the district court’s methodology for determining hours, including reliance on a co-counsel estimate derived from shared-drive activity where the claimant failed to produce billing records.
Rejected claimed procedural unfairness regarding late-filed impeachment material and the district court’s clarifying question at the hearing.
Declined to reach the district court’s alternative quantum meruit analysis because the contract holding sufficed.
Denied Steiner and Harbison’s motion for appellate sanctions, holding the appeal was not frivolous.

3. Analysis

3.1 Precedents Cited

The panel’s reasoning is built on a tight chain of standards-of-review and state-law contract principles, anchored by the following authorities (cited exactly as in the Opinion):

(a) Jurisdiction and the equitable nature of charging-lien adjudication

Exact Software N. Am., Inc. v. DeMoisey, 718 F.3d 535 (6th Cir. 2013) and Green v. Nevers, 196 F.3d 627 (6th Cir. 1999): cited for appellate jurisdiction to review fee determinations in this posture. DeMoisey also supplies the core propositions that charging-lien enforcement is equitable in nature and that district courts possess “well-earned” discretion in fee matters.
Starks v. Browning, 20 S.W.3d 645 (Tenn. Ct. App. 1999): used to align Tennessee’s view of charging-lien enforcement with the equitable framework and to confirm that ordinary contract principles govern when the lien claimant’s entitlement depends on an agreement.

(b) Standard of review and deference to credibility findings

Kalyawongsa v. Moffett, 105 F.3d 283 (6th Cir. 1997): cited for deferential review in attorney-fee disputes, including hours determinations.
Young v. Nationwide Mut. Ins. Co., 693 F.3d 532 (6th Cir. 2012): provides the Sixth Circuit’s abuse-of-discretion taxonomy (clearly erroneous facts, wrong legal standard, misapplication, or clear error of judgment).
Anderson v. City of Bessemer City, 470 U.S. 564 (1985): the central credibility/deference authority; the Opinion repeatedly relies on Anderson’s teachings that credibility determinations get “even greater deference,” and that coherent, plausible testimony uncontradicted by extrinsic evidence is rarely clear error.
Crye- Leike, Inc. v. Carver, 415 S.W.3d 808 (Tenn. Ct. App. 2011): cited as a Tennessee analogue reinforcing deference to credibility findings.
Bose Corp. v. Consumers Union of U.S., Inc., 466 U.S. 485 (1984): invoked to support the district court’s authority to reject uncorroborated testimony.

(c) Tennessee contract formation (oral contract) and “meeting of the minds”

Chambers v. Devore, 2015 WL 4381631 (Tenn. Ct. App. July 17, 2015) and Starks v. Browning: cited for the proposition that the attorney seeking to enforce a charging lien bears the burden to prove entitlement to payment.
Davidson v. Holtzman, 47 S.W.3d 445 (Tenn. Ct. App. 2000): provides the two-part requirement to enforce an oral contract—mutual assent and sufficiently definite terms—and supports using objective evidence and post-formation conduct to infer assent.
Moody Realty Co. v. Huestis, 237 S.W.3d 666 (Tenn. Ct. App. 2007) and T.R. Mills Contractors, Inc. v. WRH Enters., LLC, 93 S.W.3d 861 (Tenn. Ct. App. 2002): cited for the objective standard and use of course of dealing to infer mutual assent.
Wofford v. M.J. Edwards & Sons Funeral Home Inc., 490 S.W.3d 800 (Tenn. Ct. App. 2015): establishes that when parties give competing accounts of contract formation, whether a meeting of the minds occurred is a fact question.

(d) Contextual reading of judicial remarks and evidentiary/procedural discretion

United States v. Akridge, 2024 WL 84097 (6th Cir. Jan. 8, 2024): cited for the interpretive directive to read a court’s statement “in context.”
C.S. v. McCrumb, 135 F.4th 1056 (6th Cir. 2025) and Ondo v. City of Cleveland, 795 F.3d 597 (6th Cir. 2015): cited for district courts’ broad discretion to manage dockets and admit relevant evidence.
S.S. v. E. Kentucky Univ., 532 F.3d 445 (6th Cir. 2008): cited for deference to district courts in interpreting and applying local rules.
United States v. Jamieson, 427 F.3d 394 (6th Cir. 2005): cited to reject the notion that due process was denied where a meaningful opportunity to respond existed (including at a hearing).

(e) Trial-management authority to clarify the record

Craddock v. FedEx Corp. Servs., Inc., 102 F.4th 832 (6th Cir. 2024) (quoting Quercia v. United States, 289 U.S. 466 (1933)): cited for the principle that a judge is not a “mere moderator.”
United States v. Powers, 500 F.3d 500 (6th Cir. 2007): cited for the court’s discretion to interject and ask neutral questions to clear confusion—applied a fortiori in a civil evidentiary hearing where the judge is factfinder.

(f) Appellate sanctions

Larry E. Parrish. P.C. v. Bennett, 989 F.3d 452 (6th Cir. 2021): cited for the proposition that not every weak appeal is frivolous, supporting denial of Rule 38/§ 1912/§ 1927 sanctions.

3.2 Legal Reasoning

(a) Charging lien + contract: equitable remedy, state-law contract rules, claimant’s burden

The court begins by situating the dispute within Tennessee’s charging-lien statute, Tenn. Code Ann. § 23-2-103, and reiterates that enforcement is equitable even if entitlement turns on state-law contract principles. Critically, the panel emphasizes that the lien claimant bears the burden of proving what he is owed, citing Starks v. Browning and Chambers v. Devore. That allocation matters twice: first for establishing the terms of the oral agreement, and second for proving hours.

(b) The “meeting of the minds” finding turned on credibility corroborated by objective evidence

Applying Davidson v. Holtzman, the panel treats mutual assent as an objective inquiry informed by conduct and course of dealing (per Moody Realty Co. v. Huestis and T.R. Mills Contractors, Inc. v. WRH Enters., LLC), and treats the competing narratives as a factual question (per Wofford v. M.J. Edwards & Sons Funeral Home Inc.).

The Sixth Circuit then applies the appellate posture: under Anderson v. City of Bessemer City, it will not disturb credibility-based findings absent clear error, especially where the credited testimony is coherent, plausible, and supported by extrinsic evidence. The district court’s acceptance of the $700/hour version was supported by multiple corroborators the panel found significant:

Post-settlement emails repeatedly requesting Winfrey’s hours for billing purposes (consistent with hourly compensation).
An email in which Winfrey acknowledged “the agreement Ann [Steiner] made at [his] hourly rate.”
Testimony from other late-added attorneys paid hourly and understanding Winfrey was on the same arrangement.
The district court’s adverse credibility assessment of Winfrey, reinforced by objective impeachment showing his simultaneous activity in other cases and holiday travel.

(c) “No matter what happened” was read contextually to include settlement as “success”

Winfrey attempted to leverage a snippet of the district court’s oral ruling—“$700 an hour, no matter what happened”—into an argument that the court invented new terms. The panel rejected this through United States v. Akridge’s contextual-reading principle: the phrase was reasonably understood to mean Winfrey would be paid at the hourly rate whether the “win” came by settlement or trial. The court further treated settlement as an ordinary litigation success and noted Winfrey himself acknowledged cases often resolve shortly before trial.

(d) Hours calculation: discretion increases when records are missing, and the burden does not shift

The panel affirmed the hours estimate as a classic discretionary call under Kalyawongsa v. Moffett and Exact Software N. Am., Inc. v. DeMoisey. It accepted the district court’s reliance on Harbison’s shared-drive audit estimate, particularly because Winfrey—despite claiming he had billing records—did not produce them. The Opinion underscores DeMoisey’s point that discretion is “paramount” where billing records are “shabby,” and reasons that discretion is even more justified where the party with proof refuses to supply it.

The panel also rejected Winfrey’s doctrinal pivot that once the hourly contract was found, Steiner and Harbison bore the burden to prove hours. Citing Chambers v. Devore, it reaffirmed that the party seeking payment bears the burden.

(e) Procedural fairness: impeachment filing and judicial clarification fell within district court discretion

Two asserted procedural defects were rejected:

Late-filed “credibility brief”: The court held the district court acted within its broad case-management and evidentiary discretion (C.S. v. McCrumb; Ondo v. City of Cleveland), and that local-rule application is discretionary (S.S. v. E. Kentucky Univ.). The panel also rejected a due-process framing because Winfrey had a hearing shortly thereafter and did not meaningfully rebut even on reconsideration (United States v. Jamieson).
Clarifying question to opposing counsel: The panel held the judge’s question was neutral and aimed at resolving an apparent inconsistency, fitting within the authority to clarify confusion (United States v. Powers) and consistent with the principle that the judge is not a mere moderator (Craddock v. FedEx Corp. Servs., Inc. quoting Quercia v. United States).

(f) Sanctions: weak is not frivolous

Applying Larry E. Parrish. P.C. v. Bennett, the panel denied sanctions, reinforcing that a losing appeal—especially one contesting credibility and discretion in a record-heavy fee dispute—is not automatically frivolous under Rule 38 or the cited statutes.

3.3 Impact

Although “NOT RECOMMENDED FOR PUBLICATION,” the decision consolidates several practical, litigation-facing lessons likely to influence charging-lien and inter-attorney fee disputes in the Sixth Circuit (and beyond as persuasive reasoning):

Oral fee terms will be decided like any other fact dispute: course-of-dealing evidence (emails, billing requests, treatment of similarly situated attorneys) can be dispositive when the only contrary proof is a party’s impeached testimony.
Burden discipline matters: the attorney asserting a charging lien must prove both entitlement and amount; courts will not reward strategic nonproduction of billing records.
Modern evidence sources are fair game: electronic activity logs (e.g., shared-drive access) may function as a proxy for time when time records are absent.
Appellate review is steeply deferential: credibility-based resolutions and discretionary fee calculations are hard to overturn absent clear error.
Sanctions remain exceptional: even in contentious attorney-on-attorney disputes, sanctions require more than a weak merits position.

4. Complex Concepts Simplified

Charging lien (Tenn. Code Ann. § 23-2-103): A mechanism allowing an attorney to claim payment from a client’s recovery (like settlement funds). Here, it was used by a lawyer to secure disputed fees from settlement proceeds.
Equitable proceeding: A court-supervised fairness-based proceeding where the judge has broader discretion (as contrasted with a purely legal claim for money damages). Fee disputes tied to charging liens are treated as equitable even when contract principles determine entitlement.
Mutual assent / “meeting of the minds”: Whether the parties objectively agreed to the same essential terms. Courts look at words and conduct (emails, billing behavior, how similar arrangements were handled), not just after-the-fact testimony.
Clear error vs. abuse of discretion: “Clear error” is a high bar for reversing factual findings—especially credibility calls. “Abuse of discretion” is also deferential and generally upholds reasonable choices among permissible options.
Quantum meruit: A fallback theory allowing payment for the reasonable value of services when no enforceable contract term governs. The district court addressed it alternatively, but the Sixth Circuit did not need to.
Rule 38 / § 1927 sanctions: Tools to penalize frivolous appeals or vexatious multiplication of proceedings. The court emphasized that losing is not the same as frivolous.

5. Conclusion

The Sixth Circuit’s decision affirms a pragmatic rule-set for inter-attorney fee disputes following settlement: the charging-lien attorney must prove the contract terms and the hours owed; district courts may resolve oral-agreement conflicts through credibility findings grounded in objective corroboration; and where billing records are not produced, courts may reasonably rely on alternative evidence (including electronic activity audits) to estimate compensable time. The Opinion also reinforces broad trial-court discretion in managing evidentiary hearings and rejects sanctions absent true frivolity.