Sirote & Permutt, P.C.
C. Randall Caldwell, Jr.
from Mobile Circuit Court (CV-18-902403)
& Permutt, P.C. ("Sirote"), appeals from a
summary judgment entered in favor of C. Randall Caldwell, Jr.
We reverse and remand.
and Procedural History
worked for George Woerner, who owned several businesses
headquartered in Foley. In 2009, Caldwell was promoted to
president of Woerner Landscape, Inc., one of those
businesses. Caldwell stated that, at that time, he was a
licensed attorney in good standing in Alabama even though he
was not engaged in private practice. During his employment
with Woerner, the BP oil spill occurred in the Gulf of
Mexico. Caldwell contacted an attorney with
Cunningham Bounds, LLC, a law firm in Mobile, regarding the
possibility of referring Woerner's businesses to
Cunningham Bounds for Cunningham Bounds to handle their
claims arising out of the BP oil spill. In April 2011, the
Woerner companies retained Cunningham Bounds to represent
them in the litigation related to the BP oil spill.
Cunningham Bounds executed representation agreements with
each of the Woerner companies; those agreements provided that
Cunningham Bounds would be paid a contingency fee for the
work. Each of the representation agreements included the
following provisions: "
TO: CUNNINGHAM BOUNDS, LLC
"1. I/We hereby employ Cunningham Bounds, LLC
('Attorneys') to represent me/us on my our claim for
damages arising out of the Deepwater Horizon oil spill
disaster caused by BP PLC and/or related BP entities,
Transocean, LTD and/or other Transocean entities, and in
Attorneys' discretion, any other defendants.
"Referral fees, if applicable: I/We understand that
my/our claims and case were referred to you by Randall
Caldwell (Referring Attorney) who may receive up to 1/3
of the attorneys fees set out in this Agreement. I/We
understand that this referral fee will not result in total
attorneys fees greater than that provided in Paragraph
left his employment with Woerner in spring 2012 and returned
to the private practice of law.
2014, the Woerner companies retained Sirote to assist
Cunningham Bounds in the BP oil-spill litigation.
Additionally, each of the Woerner companies sent Caldwell a
letter dated May 6, 2014, in which they stated that Caldwell
had previously assisted with a BP oil-spill claim asserted on
behalf of that Woerner company; that the claim had been
principally handled by Cunningham Bounds; and that at the
time Caldwell provided assistance he was working as in-house
counsel for one or more of the Woerner companies. Each letter
went on to assert that the claim would have to be reworked
"based on newly announced guidelines from appellate
courts hearing BP's objections to some of the previously
filed claims"; that the owners and management of the
Woerner companies felt that it would be in their best
interest to retain a firm with experienced tax and business
attorneys to assist in the claims; that the Woerner companies
wished to continue their representation by Cunningham Bounds;
that they were terminating the attorney-client relationship
between Caldwell and the Woerner companies; and that they
were retaining Sirote to assist Cunningham Bounds in
reworking the claims asserted by the Woerner companies. After
receiving this letter, Caldwell contacted one of the
attorneys at Cunningham Bounds and told him that it was his
position that he was entitled to the referral fees discussed
in the representation agreements because, he said, he had
referred the Woerner companies' claims to Cunningham
the Woerner companies reached a settlement regarding their BP
oil-spill claims. On September 20, 2018, Cunningham Bounds
filed a complaint for interpleader and seeking declaratory
relief against Caldwell and Sirote. In its complaint,
Cunningham Bounds asserted:
"4. Plaintiff Cunningham Bounds represented numerous
business entities in connection with the settlement of the
Deepwater Horizon catastrophe. Defendant Caldwell referred
several clients to Cunningham Bounds for representation.
Among the clients referred to [Cunningham Bounds], Caldwell
referred Client A, Client B, and Client C.
"5. The representation agreements entered into with
Client A, Client B, and Client C specified that:
"'I/we understand that my/our claims and case were
referred to you by Randall Caldwell, referring attorney, who
may receive up to 1/3 of the attorneys fees set out in this
agreement. I/we understand that the referral fee will not
result in total attorney fees greater than that provided in
"Those representation agreements were executed on or
about April 25, 2011.
"6. On or about May 2, 2014, Client A, Client B, and
Client C informed [Cunningham Bounds] that they had
terminated Caldwell from any representation relating to the
Deepwater Horizon settlement. On May 20, 2014, Client A,
Client B, and Client C directed [Cunningham Bounds] to remove
Caldwell from any correspondence related to the Deepwater
Horizon claims and to deal exclusively with its counsel
Sirote as it related to those matters. Client A, Client B,
and Client C directed [Cunningham Bounds] not to disburse any
fees to Caldwell.
"7. On July 8, 2014, [Cunningham Bounds] reached an
agreement with Defendants that it would not disburse any
referral fees related to the above-mentioned representation
absent an ...