Hayseeds “Necessity” Requires Insured Cooperation and Meaningful Demand; Bankruptcy-Related Noncooperation Defeats Fee-Shifting

Introduction

In Bristol Springs Custom Homes, LLC v. Argos Group US, Inc., the Fourth Circuit reviewed summary judgment for an insurer (Colony Insurance Co.) and its claims administrator (Argo Group US, Inc.) on an insured’s theories of breach of contract and bad faith under West Virginia law. The dispute arose from a construction-defect suit filed by Bristol’s customers (the Ritters) that ended in a $325,000 jury verdict against Bristol. Colony defended under a complete reservation of rights and engaged in settlement negotiations that were complicated after Bristol filed for bankruptcy.

The appeal presented two principal questions: (1) whether Bristol could recover Hayseeds damages (attorneys’ fees and consequential damages) by showing it “substantially prevailed,” specifically that its counsel’s services were necessary to obtain payment; and (2) whether Bristol could pursue statutory bad faith under the West Virginia Unfair Trade Practices Act (UTPA), W. Va. Code § 33-11-4(9), based on subsections the West Virginia Supreme Court of Appeals has confined to third-party claimants.

Summary of the Opinion

The Fourth Circuit affirmed summary judgment against Bristol on its Hayseeds and UTPA claims and dismissed the insurer’s cross-appeal as procedurally improper.

  • Hayseeds: Bristol failed to create a triable issue that its attorney’s services were “necessary” to obtain settlement, because the record did not show “but for” causation and instead showed that Bristol’s own conduct—especially after bankruptcy—impeded negotiations.
  • UTPA: Bristol’s reliance on § 33-11-4(9)(b), (c), (d), (f), (g), and (m) failed as a matter of law under controlling West Virginia precedent limiting those provisions to third-party claimants.
  • Cross-appeal: Defendants’ cross-appeal was dismissed because it sought only affirmance of a favorable judgment on an alternative ground.

Although the panel noted a possible “close question” whether the filing of the coverage/bad-faith suit accelerated settlement, it held that Bristol’s lack of meaningful engagement in negotiations—particularly after the bankruptcy filing—foreclosed the “necessity” element.

Analysis

Precedents Cited

1) West Virginia “Hayseeds” line: fee-shifting and “necessity”

The court’s Hayseeds analysis is anchored in three West Virginia decisions that define both the remedy and the insured’s evidentiary burden.

Hayseeds v. State Farm Fire & Casualty, 352 S.E.2d 73 (W. Va. 1986), supplies the remedial rule: when a policyholder “substantially prevails” in a covered dispute, the insurer is liable for (i) reasonable attorneys’ fees, (ii) net economic loss caused by delay, and (iii) aggravation and inconvenience. The Fourth Circuit treated Hayseeds as the source of the fee-shifting framework, but the operative fight was not about the category of damages— it was about whether Bristol satisfied the “substantially prevails” standard as later refined.

Jordan v. Nat'l Grange Mut. Ins. Co., 393 S.E.2d 647 (W. Va. 1990), provides the controlling two-part definition of “substantially prevails”: (1) the resolution is for an amount equal to or approximating what the insured claimed immediately before suit; and (2) the insured’s attorney’s services were necessary to obtain payment. Critically, Jordan rejects mere temporal sequence (“post hoc, ergo propter hoc”) and requires proof that but for counsel’s services the settlement would not have been achieved. The panel used Jordan to set the causation standard and to explain that a post-suit increase in settlement offers, standing alone, is not enough.

Hadorn v. Shea, 456 S.E.2d 194 (W. Va. 1995), adds texture to “necessity” by emphasizing that “it takes two to negotiate” and that a claimant/insured’s own negotiating posture can defeat the argument that attorney involvement was necessary to avoid trial or secure payment. The Fourth Circuit used Hadorn by analogy: Bristol, like the plaintiff in Hadorn, maintained positions that impeded settlement (pre-trial refusal to drop its counterclaim; post-bankruptcy failure to meaningfully engage). The panel cited Hadorn for the proposition that a party cannot convert its own unwillingness or failure to negotiate into “necessity” for fee-shifting.

Miller v. Fluharty, 500 S.E.2d 310 (W. Va. 1997), was invoked to underscore the importance of a reasonable demand during negotiations: if the policyholder makes such a demand, the insurer must meet it or promptly explain why not. The panel relied on Miller largely in the negative: the record did not show Bristol making a concrete demand that would trigger the insurer’s corresponding obligation in the way Miller contemplates.

2) West Virginia UTPA standing limits: insured vs. third-party claimant

To affirm dismissal of the UTPA theories, the Fourth Circuit endorsed the district court’s reliance on:

  • State ex rel. State Auto Prop. Ins. Cos. v. Stucky, 806 S.E.2d 160 (W. Va. 2017)
  • State ex rel. W. Va. Mut. Ins. Co. v. Salango, 866 S.E.2d 74 (W. Va. 2021)

These cases limit certain § 33-11-4(9) subsections to suits by third parties seeking recovery from the insured, not by the insured against its own insurer. The panel agreed that the same limiting logic applies to subsection (m) because it uses the same relevant statutory language as the other subsections at issue.

3) Federal summary judgment and appellate procedure guardrails

The court framed review and disposition using familiar federal standards:

  • Bandy v. City of Salem, 59 F.4th 705 (4th Cir. 2023): de novo review; inferences for the nonmovant.
  • Fed. R. Civ. P. 56(a): no genuine dispute of material fact; movant entitled to judgment as a matter of law.
  • Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (1986), and Wai Man Tom v. Hosp. Ventures LLC, 980 F.3d 1027 (4th Cir. 2020): a scintilla of evidence or conclusory allegations cannot defeat summary judgment.
  • Morrison v. County of Fairfax, 826 F.3d 758 (4th Cir. 2016): summary judgment appropriate where no reasonable jury could find for the nonmovant.

On the cross-appeal, the panel applied: al-Suyid v. Hifter, 139 F.4th 368 (4th Cir. 2025), dismissing as “unnecessary and not properly taken” a cross-appeal that “merely seek[s] affirmance of a favorable judgment on alternative grounds.”

Legal Reasoning

1) Why Bristol could not prove “necessity” under Jordan

The panel treated the “necessity of attorney services” element as the decisive fault line. It reasoned that Bristol’s evidence essentially reduced to a timeline argument: settlement offers rose after Bristol sued. Under Jordan, that is insufficient because it confuses sequence with causation.

The court then identified affirmative record facts undermining “but for” causation:

  • Pre-trial posture: Bristol refused to dismiss its counterclaim when the Ritters conditioned a reduced demand on dismissal. The panel analogized this to the claimant in Hadorn standing by an aggressive number, reinforcing that negotiation outcomes are bilateral.
  • Bankruptcy as a negotiation constraint: after Bristol filed for bankruptcy, Colony was “divested of its authority” to waive Bristol’s appeal rights without bankruptcy-court approval—yet the Ritters demanded a release including waiver of appeal. This meant progress required coordination with the debtor and the bankruptcy process, not merely insurer willingness.
  • Noncooperation after bankruptcy: the opinion stresses that Bristol did not respond to Colony’s repeated requests to confer about how to proceed with settlement in light of bankruptcy constraints. This non-engagement, in the panel’s view, breaks the causal chain needed to show that counsel’s services were necessary to obtain payment.
  • Absence of a clear demand: the court found it “not clear” Bristol ever made a concrete demand that Colony accept the Ritters’ number or increase the offer; the closest language was a generalized statement of “hopeful” payment. Without a demand, there was no meaningful basis to claim Colony failed to meet an obligation that would support Hayseeds fee-shifting.

Even conceding the possibility that litigation pressure “accelerated” settlement, the court held that Bristol’s post-bankruptcy failure to participate in negotiations foreclosed a jury finding of necessity, warranting summary judgment under Morrison.

2) Why the UTPA claims failed categorically

On the UTPA counts, the Fourth Circuit did not undertake a granular, element-by-element fact analysis of each alleged subsection violation. Instead, it affirmed on a threshold legal ground: West Virginia precedent (State ex rel. State Auto Prop. Ins. Cos. v. Stucky; State ex rel. W. Va. Mut. Ins. Co. v. Salango) limits the specific subsections pleaded to third-party claimants. Because Bristol was the insured suing its insurer/administrator, those subsections were unavailable as a matter of law, including subsection (m) which the district court found used the same operative language.

3) Why the cross-appeal was dismissed

Defendants sought to challenge the district court’s determination that the Hayseeds doctrine could apply in this setting (a third-party liability claim). The panel declined to reach that issue because it affirmed summary judgment on the merits of “necessity.” It then dismissed the cross-appeal under al-Suyid v. Hifter as procedurally improper: a cross-appeal cannot be used simply to offer an alternative ground to affirm a judgment the appellee already won.

Impact

  • Higher practical bar for Hayseeds fee-shifting at summary judgment: The opinion reinforces that plaintiffs must develop record evidence of “but for” causation—e.g., concrete demands, insurer refusals, or proof that counsel’s specific actions overcame insurer intransigence—rather than relying on post-suit settlement chronology.
  • Insured cooperation matters, especially in bankruptcy: By emphasizing Bristol’s non-responsiveness after bankruptcy, the court signals that insured-side silence or refusal to collaborate on settlement mechanics can defeat the “necessity” element, even where underlying exposure is severe and settlement eventually occurs.
  • Demand discipline becomes litigation-critical: The opinion’s reliance on the absence of a “real demand” suggests that insureds seeking Hayseeds damages should document clear, specific demands and responses—positioning the case within the framework referenced in Miller v. Fluharty.
  • UTPA pleading constraints remain rigid: The affirmance on Stucky/Salango grounds underscores that insureds cannot repurpose third-party-oriented UTPA subsections for first-party/insured-versus-insurer disputes in West Virginia federal litigation.
  • Appellate practice: The cross-appeal dismissal reiterates the Fourth Circuit’s intolerance for defensive cross-appeals that merely seek affirmance on alternative grounds.

Because the decision is unpublished, it is not binding precedent within the circuit. Nonetheless, it provides a detailed roadmap of how federal courts applying West Virginia law may evaluate “necessity” evidence (or its absence) in Hayseeds-style fee-shifting disputes.

Complex Concepts Simplified

Reservation of rights
When an insurer provides a defense but formally reserves the right to later deny coverage. The insurer funds the defense while preserving its ability to argue that some or all claims fall outside the policy.
Third-party vs. first-party insurance claim
A third-party claim involves someone outside the policy (e.g., the Ritters) seeking damages from the insured. A first-party claim involves the insured seeking benefits directly from its insurer (e.g., property or underinsured motorist benefits). West Virginia’s Hayseeds doctrine is traditionally associated with first-party disputes, which is why Defendants attempted to challenge its applicability here (though the panel did not reach it).
“Substantially prevails” under Jordan v. Nat'l Grange Mut. Ins. Co.
It is not enough that the insured eventually receives money. The insured must also show that its lawyer’s work was necessary—meaning the outcome would not have occurred but for the lawyer’s services.
“It takes two to negotiate” (Hadorn v. Shea)
Courts may deny fee-shifting where the claimant/insured’s own stance prevented settlement. Negotiation failure is not automatically the insurer’s fault.
UTPA statutory bad faith (W. Va. Code § 33-11-4(9)) limitations
Some subsections are interpreted by West Virginia courts as protecting third-party claimants pursuing recovery from the insured, not the insured suing the insurer. If a subsection is unavailable to the insured as a matter of law, the claim fails regardless of disputed facts about claims handling.
Cross-appeal
An appellee generally does not need (and cannot properly take) a cross-appeal merely to argue a different rationale for affirming the same judgment.

Conclusion

The Fourth Circuit’s decision centers on a rigorous application of Jordan v. Nat'l Grange Mut. Ins. Co.: Hayseeds recovery requires proof that counsel’s services were truly necessary—supported by “but for” causation evidence, not merely the fact of a post-suit settlement. The court’s emphasis on Bristol’s post-bankruptcy noncooperation and the lack of a clear settlement demand demonstrates that insured conduct can be dispositive in fee-shifting disputes. Separately, the opinion reaffirms that West Virginia UTPA subsections invoked here remain confined to third-party claimants under State ex rel. State Auto Prop. Ins. Cos. v. Stucky and State ex rel. W. Va. Mut. Ins. Co. v. Salango.

Practically, the case counsels insureds (and their counsel) to build a contemporaneous record of concrete demands, responsive negotiation efforts, and insurer refusals— and warns that bankruptcy-related negotiation constraints and insured-side silence may defeat “necessity” even when the insurer ultimately funds a substantial settlement.