NATHANSON GOLDBERG v. MATTHEW HANEY (2026)

MEMORANDUM AND ORDER PURSUANT TO RULE 23.0

After a jury-waived trial, a judge of the Superior Court issued a judgment declaring that defendant Matthew Haney owed the plaintiff, Nathanson & Goldberg, P.C. (N&G), unpaid legal fees in the amount of $53,281.22, along with prejudgment interest and statutory costs. Haney appeals, arguing that the trial judge committed error by (1) imposing personal liability on Haney despite that he signed a fee agreement in his capacity as a corporate officer of Massachusetts Preservation Corporation (MPC); (2) enforcing selected provisions of the fee agreement while refusing to enforce its arbitration clause; (3) entering judgment against one contracting party where another joint party was dismissed and found indispensable pursuant to Mass. R. Civ. P. 19, 365 Mass. 765 (1974); (4) assessing excessive damages unsupported by the evidence; and (5) imposing legal fees where alleged deficient representation directly prejudiced Haney's underlying civil matter.² We affirm.

Background. The judge found the following facts. N&G represented Haney and MPC in a civil lawsuit (2012 action) that MPC filed against the Attorney General of the Commonwealth. MPC was not initially represented by N&G. The Attorney General filed counterclaims against MPC and Haney, who was named individually.

In the 2012 action, on summary judgment, the court found in favor of the Attorney General and against MPC and Haney on counterclaims one and two. The court denied summary judgment on the third counterclaim against Haney in his individual capacity alleging a breach of fiduciary duty and scheduled the matter for trial. Haney and MPC's first attorney withdrew from the case.

Subsequently, a written fee agreement was executed by and between N&G and Haney, as the president of MPC. Although there was a separate signature line for Haney to sign as a client in his individual capacity, that line on the fee agreement was not signed by Haney. Attorney Alvin Nathanson signed the agreement on behalf of N&G. The agreement provided that no results were guaranteed by the firm and set forth that, if there was a disagreement between “the Client and Attorney” as to fees or expenses, the matter would go “before the Fee Arbitration Board of Massachusetts Bar Association.” Haney paid the retainer fee of $10,000.

In December 2015, Nathanson filed an appearance in the 2012 action to represent both MPC and Haney. Numerous filings were made by Nathanson between March 2016 and September 2016 in preparation for trial. On September 26, 2016, and again on July 21, 2017, Nathanson moved to withdraw because MPC and Haney were not paying legal fees to N&G. The court denied both motions. Nathanson continued to represent Haney and MPC through September 2017 and made additional filings. A jury-waived trial took place over five days beginning on September 5, 2017. The judge ruled against MPC and Haney on all the claims and assessed damages in the total amount of $455,159.37.

Nathanson prepared a motion to alter or amend the judgment. There was a discussion between Nathanson and Haney regarding the fact that, because N&G's bills had not been paid, some payment had to be made before Nathanson filed the motion. Haney then made a payment of an unknown amount and Nathanson filed the motion. In July 2018, Nathanson, for the third time, filed a motion to withdraw, which was allowed.

After trial, N&G brought this suit against Haney alleging breach of contract regarding the unpaid legal fees discussed supra, arising from the 2012 action. At the conclusion of the jury-waived trial, the presiding judge made the following factual findings: (1) throughout Nathanson's representation of MPC and Haney, all legal bills were addressed to Haney at his personal mailing address; (2) the total unremitted legal fees amounted to $58,281.22; and (3) Haney paid an unverified sum to Nathanson at some point between February 2018 and April 2018. Regarding the unverified sum, the judge found that Haney was not truthful in his claim that this was a $12,000 payment; however, the judge also found that the law firm's payment records were insufficiently detailed. Accordingly, the judge credited the unknown amount as $5,000 paid by Haney. As such, the judge ultimately found Haney liable for breach of contract and entered the damage amount of $53,281.22.

Discussion. 1. Standard of review. “Where a judge makes findings of fact in a bench trial, we review them for clear error.” H1 Lincoln, Inc. v. South Washington St., LLC, 489 Mass. 1, 13 (2022). We review the trial judge's legal conclusions de novo. See id.

2. Breach of contract. We note at the outset that the judge characterized the contract as an oral contract; however, the record is unclear as to whether Haney expressly assented to compensate N&G in accordance with the fee agreement. See Vasconcellos v. Arvella Mut. Ins. Co., 67 Mass. App. Ct. 277, 280 (2006) (“An oral contract, like any other, requires an offer, acceptance, and consideration”). Nonetheless, we may affirm on any basis supported by the record, see Lopes v. Commonwealth, 442 Mass. 170, 181 (2004), and conclude that the record supports a determination that there was an implied contract formed between N&G and Haney.

To prevail on a claim alleging a breach of contract, the plaintiff must demonstrate that (1) there was an agreement between the parties; (2) the agreement was supported by consideration; (3) the plaintiff was ready, willing, and able to perform his or her part of the contract; (4) the defendant committed a breach of the contract; and (5) the plaintiff suffered harm as a result. See Bulwer v. Mount Auburn Hosp., 473 Mass. 672, 690 (2016). “In the absence of an express agreement, an implied contract may be inferred from (1) the conduct of the parties and (2) the relationship of the parties.” T.F. v. B.L., 442 Mass. 522, 526-527 (2004).

An implied contract requires proof that there was a benefit to the defendant, that the plaintiff expected the defendant to pay for that benefit, and that the defendant expected, or a reasonable person should have expected, that he or she would have to pay for that benefit. See T.F., 442 Mass. at 527. “Where an agreement involves repeated occasions for performance by either party with knowledge of the nature of the performance and opportunity for objection to it by the other, any course of performance accepted or acquiesced in without objection is given great weight in the interpretation of the agreement.” Restatement (Second) of Contracts § 202(4) (1981).

“An attorney-client relationship may be found to exist, and hence an implied promise to pay may be inferred, where the party participated in the matter for which the attorney sought a fee from him, such as by signing a pleading prepared by the attorney for the party or by appearing in court with the attorney.”

1 R.L. Rossi, Attorney's Fees 3d § 1.4 (2026).

Here, the elements for valid implied contract formation were met when Haney began paying N&G for legal services rendered regarding the 2012 action. N&G clearly represented Haney in his individual capacity during the 2012 action -- counterclaims were filed against Haney in his individual capacity and N&G made court filings on his behalf. The record does not support Haney's assertion that he represented himself at any point in the 2012 action. Furthermore, the fee arrangement was clearly understood by Haney, as subsequent monthly legal invoices were addressed to Haney and delivered directly to his post office box. Haney remitted payment for several of the invoices. See Kaarela v. Birkhead, 33 Mass. App. Ct. 410, 413 (1992) (“The deposit of the escrow funds constituted an acceptance of the escrow arrangement”).

Therefore, we conclude that an implied contract was formed between the parties and that Haney was in breach of the contract when he refused to further compensate N&G for rendering legal services.³

3. Arbitration clause. Haney asserts that the judge erred by enforcing the core terms of the fee agreement but not the arbitration clause. In general, it is improper for a judge to “decide that a contract is fair enough to enforce all its basic terms (price, service, credit) but not fair enough to enforce its arbitration clause.” Lopez Rivera v. Stetson, 103 Mass. App. Ct. 187, 189 (2023), quoting Allied-Bruce Terminix Cos. v. Dobson, 513 U.S. 265, 281 (1995). However, this rule is inapplicable here.

The implied contract between the parties encompasses only the fee arrangement for legal services rendered. There is no evidence in the record suggesting that the conduct of the parties amounted to a meeting of the minds on any of the other terms contained within the written fee agreement signed only by MPC, not Haney. In other words, the implied contract between the parties was narrower than the fee agreement.⁴ As such, there was no arbitration clause that bound the parties.

4. Damages. Haney argues that the damages award was excessive. “[A]n award of damages must stand unless to make it or to permit it to stand was an abuse of discretion on the part of the court below, amounting to an error of law” (citation omitted). Labonte v. Hutchins & Wheeler, 424 Mass. 813, 824 (1997). “It is an error of law if the damages awarded were greatly disproportionate to the injury proven or represented a miscarriage of justice” (quotation and citation omitted). Id.

Here, the award of damages was not excessive because it comports with N&G's hourly rate and number of hours billed, as detailed in each of the invoices. The judge noted that “[a]t no point did Haney express concerns about the legal bills, nor did he assert that the Law Firm was overbilling them during the course of the litigation.” We agree with the judge's findings that the invoices reflect the “fair market rate for [the] time reasonably spent preparing and litigating a case.” Fontaine v. Ebtec Corp., 415 Mass. 309, 326 (1993). Furthermore, the award of damages is $5,000 less than the total amount owed according to the invoices, as the judge credited testimony from both parties that “some amount was paid” by Haney between February 2018 and April 2018. Lastly, Haney argues that he should not be responsible for paying 100 percent of the damages because N&G represented both MPC and Haney in his individual capacity. This argument fails because N&G began representing Haney and MPC when the remaining legal issues being litigated primarily concerned Haney in his individual capacity. Therefore, the damages awarded were not excessive.

5. Deficient and prejudicial performance. Haney alleges that N&G may not recover fees because N&G's representation was “deficient and prejudicial.” Haney's argument is that N&G should have presented evidence that in the 2012 action establishing that he had relied on legal advice from another law firm that MPC was not a public charity and that N&G failed to introduce that defense or call the author of the advice letter as a trial witness. Haney's argument is divorced from the realities presented within the factual record. Specifically, the judge noted that N&G raised the advice of counsel defense and that three different judges rejected the argument. The judge also observed that “Nathanson and his associates exercised adequate care and skill in providing their legal opinions and representation during the 2012 ․ litigation.” We agree and therefore hold that N&G's representation of Haney (and MPC) did not amount to deficient performance.⁵

Judgment affirmed.

FOOTNOTES

2.   Haney also noticed an appeal from the order denying his motion to alter or amend the judgment. Because Haney does not raise any argument in his brief with respect to that order, his appeal therefrom is waived. See Mass. R. A. P. 16 (a) (9) (A), as appearing in 481 Mass. 1628 (2019) (“The appellate court need not pass upon questions or issues not argued in the brief”).

3.   Haney challenges the judge's conclusion that N&G could also recover under the theory of quantum meruit. Because we conclude that there was an implied contract between N&G and Haney, we need not fully address Haney's argument. However, we agree with the judge that, even if no valid contract was formed, N&G would be entitled to recovery under a quantum meruit theory because N&G conferred a “measurable benefit to” Haney. Liss v. Studeny, 450 Mass. 473, 479 (2008) (“Even if ultimately unsuccessful, an attorney's competent efforts to advance his client's cause are a measurable benefit to the client”).

4.   The implied contract was distinct from the written agreement between N&G and MPC. Accordingly, we need not discuss the merits of Haney's argument regarding the dismissal of an indispensable party under Mass R. Civ. P. 19.

5.   We grant the appellee's request for an award of attorney's fees. The parties shall proceed in accordance with Mass. R. A. P. 25 (b), as appearing in 498 Mass. 1601 (2026).