NOT RECOMMENDED FOR PUBLICATION File Name: 26a0242n.06
No. 25-6091
UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT
) JENAI HAYES, et al., ) FILED Plaintiffs ) May 28, 2026 ) KELLY L. STEPHENS, Clerk BRIAN CHRISTOPHER WINFREY, ) Appellant, ) ) v. ) ON APPEAL FROM THE UNITED ) STATES DISTRICT COURT FOR METROPOLITAN GOVERNMENT OF ) THE MIDDLE DISTRICT OF NASHVILLE & DAVIDSON COUNTY, ) TENNESSEE TENNESSEE, et al., ) Defendants ) OPINION ) ANN BUNTIN STEINER; JESSE F. ) HARBISON, ) Defendants-Appellees. )
Before: SILER, NALBANDIAN, and HERMANDORFER, Circuit Judges.
HERMANDORFER, Circuit Judge. This appeal concerns a dispute among former co-
counsel over the terms of an oral fee agreement. Ann Steiner and Jesse Harbison litigated the
underlying case for nearly five years before Brian Winfrey joined their team. After the case settled,
the lawyers gave conflicting accounts of Winfrey’s compensation terms. The district court held
evidentiary hearings to resolve the matter, credited Steiner and Harbison’s account, and awarded No. 25-6091, Hayes v. Metro. Gov’t of Nashville & Davidson Cnty.
Winfrey fees on that basis. We affirm the district court’s fee award and deny Steiner and
Harbison’s motion for appellate attorneys’ fees.
I
This fee dispute arose from a lawsuit by five school administrators against the Metropolitan
Government of Nashville. Ann Steiner and Jesse Harbison litigated the case for around five years.
With trial approaching, they asked Brian Winfrey to join the plaintiffs’ litigation team. He agreed
during a June 2, 2025, meeting, but the parties never memorialized his compensation terms in
writing. The case unexpectedly settled roughly five weeks later—a development Winfrey
attributes to his addition to the case.
Tensions over attorneys’ fees surfaced immediately. Harbison, Steiner, and Winfrey
disputed the terms of their oral contract, prompting Winfrey to file notice of a charging lien on the
settlement proceeds. See Tenn. Code Ann. § 23-2-103. Harbison and Steiner asked the district
court to adjudicate the fee dispute and moved with the original settling parties to deposit the
contested funds with the district court. The district court accepted the funds and held two
evidentiary hearings to resolve the conflict.
At the first hearing, the attorneys offered different versions of the agreement reached on
June 2. Winfrey testified that Steiner and Harbison promised him the greater of (i) one-third of all
attorneys’ fees or (ii) his fee petition, both contingent on the case’s ultimate success. He claimed
that during a post-settlement phone call, Steiner reiterated that promise and assured him that he
would be paid one-third of all fees. Steiner and Harbison offered a different account. They
testified that the agreement was strictly for $700 an hour. Both emphasized that they would not
have surrendered one-third of the fee award to an attorney joining on the eve of trial after their
own five-year investment. Steiner also disputed Winfrey’s characterization of the post-settlement
2 No. 25-6091, Hayes v. Metro. Gov’t of Nashville & Davidson Cnty.
phone call. In her version of events, she was shocked by Winfrey’s demand for one-third of the
fees; to defuse the situation, she told Winfrey that he would “get what’s fair” and they could discuss
it later. Oct. 1 Hr’g Tr., R.332, PageID 7900.
Steiner and Harbison corroborated their account with additional evidence. Post-settlement
emails showed that members of the plaintiffs’ litigation team repeatedly requested Winfrey’s hours
for billing purposes. In response, Winfrey sent a flurry of lengthy emails airing personal and
professional grievances. And while those emails make clear Winfrey’s demand for one-third of
the total fee award, at one point Winfrey expressly acknowledges “the agreement Ann [Steiner]
made at [his] hourly rate.” Emails, R.312-1, PageID 7489. Steiner and Harbison also presented
testimony from two attorneys who, like Winfrey, had joined the case after its initiation. Both were
compensated on an hourly basis and understood that Winfrey had joined under the same
arrangement. One specifically recalled Winfrey stating that the only compensation he wanted was
$700 per hour.
In addition to covering the disputed fee structure, the first hearing addressed the number of
hours Winfrey worked. Winfrey claimed that he devoted himself entirely to trial preparations—
canceling travel plans, sidelining other cases, and working at least 12 hours a day, 7 days a week.
Steiner and Harbison were skeptical. Because the team’s documents were stored on a shared drive,
Harbison could track each attorney’s document access and activity. Based on that data, she
estimated that Winfrey spent no more than 112 hours on the matter during his roughly five-week
involvement.
The district court scheduled a second hearing to receive “any additional testimony offered
by either side.” Scheduling Order, R.327, PageID 7790. In the interim, it directed the parties to
brief the disputed issues. Winfrey’s brief doubled down on his workhorse narrative, asserting that
3 No. 25-6091, Hayes v. Metro. Gov’t of Nashville & Davidson Cnty.
he shut down the rest of his practice and devoted more than 600 hours to the case over a 37-day
period—a rate of more than 16 hours per day. Two days before the second hearing, Steiner and
Harbison filed a “credibility brief” responding to those claims. The brief cataloged publicly
available docket entries from six of Winfrey’s other federal cases during the relevant period. Those
entries demonstrated that Winfrey filed motions, attended depositions and mediations, worked on
discovery matters, communicated with opposing counsel, and traveled out of town for a holiday.
Winfrey responded only with a motion at the second hearing to strike the brief as “unwarranted,”
which the district court denied. Oct. 22 Hr’g Tr., R.343, PageID 8657. And while Winfrey
asserted he could produce billing records “[i]f compelled to submit a formal fee petition,” Winfrey
Decl., R.334-6, PageID 8338, he offered no additional evidence at the second hearing.
After hearing ten hours of testimony and argument and reviewing the lawyers’ dueling
written submissions, the district court issued a ruling from the bench. The district court credited
Harbison and Steiner’s account of the oral contract and held that Winfrey was entitled to $700 per
hour for his work on the case. The court stressed that its conclusion turned on credibility.
Winfrey’s claim to one-third of the fees rested solely on his own impeached testimony, while
Steiner and Harbison’s version was corroborated by emails, the parties’ course of dealing, and
testimony from the other attorneys. The district court further noted that Winfrey had neither
produced the detailed billing records he claimed to possess nor meaningfully rebutted Harbison’s
112-hour estimate derived from the shared drive. Relying on that estimate, the district court
awarded him $78,400. Anticipating that Winfrey would appeal, the district court also conducted
a quantum meruit analysis as an alternative holding.
Winfrey filed a motion to alter or amend the judgment under Federal Rule of Civil
Procedure 59. His motion sought a new evidentiary hearing and raised many of the same issues
4 No. 25-6091, Hayes v. Metro. Gov’t of Nashville & Davidson Cnty.
he now presses before this Court. The district court largely denied that motion but revised its fee
award upwards by 35.5 hours based on an earlier filing in which Harbison and Steiner estimated
Winfrey’s time spent in mediation and drafting. The court entered a final award of $103,250.
Winfrey timely appealed the resolution of the fee dispute, and we have jurisdiction to review it.
See Exact Software N. Am., Inc. v. DeMoisey, 718 F.3d 535, 540 (6th Cir. 2013); Green v. Nevers,
196 F.3d 627, 631 n.2 (6th Cir. 1999).
II
Actions to adjudicate and enforce attorneys’ charging liens are equitable in nature, even
when the underlying dispute turns on state-law contract principles. See DeMoisey, 718 F.3d at
546; cf. Starks v. Browning, 20 S.W.3d 645, 652 (Tenn. Ct. App. 1999). “Our standard of review
on appeal gives deference to the district court.” Kalyawongsa v. Moffett, 105 F.3d 283, 289 (6th
Cir. 1997). We thus review the district court’s fee “calculations for an abuse of discretion, keeping
in mind the well-earned nature of this discretion given the district court’s role in handling the
underlying litigation.” DeMoisey, 718 F.3d at 547. A district court abuses its discretion if it “relies
on clearly erroneous findings of fact, applies the wrong legal standard, misapplies the correct legal
standard when reaching a conclusion, or makes a clear error of judgment.” Young v. Nationwide
Mut. Ins. Co., 693 F.3d 532, 536 (6th Cir. 2012). Factual findings are clearly erroneous only if the
record leaves us “with the definite and firm conviction that a mistake has been committed.”
Anderson v. City of Bessemer City, 470 U.S. 564, 573 (1985) (citation omitted). Credibility
determinations, a subset of factual findings, receive even greater deference. Id. at 575; cf. Crye-
Leike, Inc. v. Carver, 415 S.W.3d 808, 814-15 (Tenn. Ct. App. 2011). When a district court credits
a witness who “has told a coherent and facially plausible story that is not contradicted by extrinsic
5 No. 25-6091, Hayes v. Metro. Gov’t of Nashville & Davidson Cnty.
evidence,” findings based on that testimony “can virtually never be clear error.” Anderson, 470
U.S. at 575.
III
On appeal, Winfrey (a) contests the district court’s finding of an hourly-rate agreement, (b)
disputes the district court’s calculation of his compensable hours, and (c) claims that unfairness in
the proceedings below requires reversal. He also attacks the district court’s alternative quantum
meruit holding. Because we affirm the district court’s contract-based holding, we do not reach the
quantum meruit issue. Harbison and Steiner defend the judgment and seek appellate attorneys’
fees. We agree with them on the merits. But because Winfrey’s appeal is not frivolous, we deny
their motion for fees.
A
In Tennessee, an attorney who joins a case mid-litigation may assert a charging lien against
settlement proceeds. Tenn. Code Ann. § 23-2-103. The attorney seeking enforcement of the lien
bears the burden of proving his entitlement to payment. See Starks, 20 S.W.3d at 653; Chambers
v. Devore, 2015 WL 4381631, at *8 (Tenn. Ct. App. July 17, 2015). When an attorney’s
compensation depends on an underlying contract, ordinary state contract principles govern
enforcement. See Starks, 20 S.W.3d at 650, 652.
To enforce an oral contract in Tennessee, a party “must prove (1) mutual assent to the
contract’s terms and (2) that the terms are sufficiently definite.” Davidson v. Holtzman, 47 S.W.3d
445, 453 (Tenn. Ct. App. 2000). Mutual assent, or a meeting of the minds, is assessed under an
objective standard and may be inferred based on the parties’ conduct and course of dealing. See
Moody Realty Co. v. Huestis, 237 S.W.3d 666, 674 (Tenn. Ct. App. 2007); T.R. Mills Contractors,
Inc. v. WRH Enters., LLC, 93 S.W.3d 861, 866 (Tenn. Ct. App. 2002). Where, as here, the parties
6 No. 25-6091, Hayes v. Metro. Gov’t of Nashville & Davidson Cnty.
offer different versions of the events underlying contract formation, “whether a meeting of the
minds occurred is a question of fact.” Wofford v. M.J. Edwards & Sons Funeral Home Inc., 490
S.W.3d 800, 807 (Tenn. Ct. App. 2015) (cleaned up).
Winfrey challenges the district court’s finding that the parties had a meeting of the minds
that Winfrey would be paid $700 an hour for his time billed upon successful resolution of the case.
We detect no error—let alone a clear one—in the district court’s finding. Steiner and Harbison
each testified that Winfrey agreed to be compensated $700 an hour at their June 2 meeting. That
testimony was both “coherent” and “plausible.” Anderson, 470 U.S. at 575. Their account of
Winfrey’s fee structure was consistent with how every other late-added attorney was paid,
subsequent requests for Winfrey’s hours, and Winfrey’s own email acknowledgment of an hourly
agreement. 25-6091 See Davidson, 47 S.W.3d at 454. Although Winfrey introduced other emails
in which he denied the existence of an hourly agreement, the district court “was free to disregard
them” based on its dim assessment of Winfrey’s credibility in this matter. Id.
Winfrey doesn’t challenge the credibility assessment as clear error. And it’s unclear how
he could. As the district court observed, Winfrey testified that he shut down the rest of his practice
and dedicated himself entirely to the underlying case. But that tunnel-vision account was rebutted
by undisputed evidence revealing Winfrey’s active participation in at least six other matters over
the same period, with additional time spent on holiday travel. That same evidence showed that the
exorbitant number of hours Winfrey asserted—a clip of over 16 hours per day, every day—verged
on impossibility. On this record, we do not have a “definite and firm conviction” that the district
court erred. Anderson, 470 U.S. at 573 (citation omitted).
Winfrey’s counterarguments rest on a blinkered reading of the record. First, he seizes on
the specific phrase the district court used to express its holding: “the fee agreement in this case
7 No. 25-6091, Hayes v. Metro. Gov’t of Nashville & Davidson Cnty.
was $700 an hour, no matter what happened.” Oct. 22 Hr’g Tr., R.343, PageID 8657. Winfrey
takes “no matter what” to its literal extreme and points out all manner of scenarios that were not
included in the parties’ hearing testimony; from there, he claims that the district court
impermissibly supplied a new contract term. But, as with all proceedings, “[w]e must review the
court’s statement in context.” United States v. Akridge, 2024 WL 84097, at *4 (6th Cir. Jan. 8,
2024). Here, the district court’s ruling was meant to signal that it sided with Harbison and Steiner’s
account of the oral contract. Read in context, “no matter what” referred to the fact that payment
would follow regardless of whether success came by settlement or trial victory.
Second, Winfrey contends that there could be no meeting of the minds on his settlement
compensation because Harbison and Steiner did not expect the case to settle. That argument also
fails. Both attorneys testified that on June 2 they agreed to pay Winfrey “$700, if we win.” Oct.
1 Hr’g Tr., R.332, PageID 7895. Settlement is an ordinary and expected form of success in
litigation. Moreover, Winfrey admitted that he specifically advised the pair not to count settlement
out because “cases have a funny way of settling or resolving when [he] enter[s] shortly before
trial.” Id. at PageID 7864. The district court did not clearly err in concluding that the parties
mutually assented to $700 per hour upon any successful resolution of the case.
B
Winfrey next challenges the district court’s calculation of his hours. We review that
determination for abuse of discretion. See Kalyawongsa, 105 F.3d at 290; DeMoisey, 718 F.3d at
547. And we see none.
The district court reasonably credited Harbison’s testimony—based on an audit of the
team’s shared drive—that Winfrey worked roughly 112 hours. Although Winfrey attacks her
estimates as pure speculation, Harbison described her methodology and expressed a willingness to
8 No. 25-6091, Hayes v. Metro. Gov’t of Nashville & Davidson Cnty.
revise her estimate if Winfrey provided his hours. Yet Winfrey has not attempted to discredit her
account via “extrinsic evidence,” despite his continued assertion that he possesses yet-to-be-
produced billing records documenting over 600 hours. Anderson, 470 U.S. at 575. We have
recognized that a district court’s discretion is “paramount” when it’s asked to calculate hours based
on “shabby billing records.” DeMoisey, 718 F.3d at 548. That discretion follows a fortiori when
one side merely describes records it has declined to produce. The district court did not abuse its
discretion by relying on Harbison’s audit of the electronic case-file access, particularly when the
only opposing testimony it received was “totally impeached” by the credibility brief. Oct. 22 Hr’g
Tr., R.343, PageID 8659; see DeMoisey, 718 F.3d at 547. If anything, the district court’s decision
to revise the hours-estimate upwards when Winfrey pointed to additional proof—supplied by
Harbison and Steiner—demonstrates its careful consideration of the evidence in this matter.
Winfrey’s counterarguments do not convince. To start, Winfrey contends that, once the
district court accepted the hourly-rate contract, the burden shifted to Harbison and Steiner to prove
Winfrey’s hours. He asserts that Harbison’s estimates were too speculative to satisfy that burden.
But, as the party seeking payment, Winfrey bore the burden of proving the fees owed. See
Chambers, 2015 WL 4381631, at *8. Winfrey next faults the district court for relying on
Harbison’s estimates and not his own 600-hour account, but the district court was entitled to reject
his uncorroborated, impeached assertions. See Bose Corp. v. Consumers Union of U.S., Inc., 466
U.S. 485, 512 (1984). Finally, Winfrey claims that Harbison and Steiner testified that his fees
would be determined through a fee petition to the district court, and that the court’s use of another
methodology improperly “short-circuited” that process. Winfrey Br. 26. That account misreads
the record. Harbison and Steiner testified that if the case succeeded at trial, each attorney would
submit their fee petition—a standard step in federal civil-rights litigation. Cf. 42 U.S.C. § 1988(b).
9 No. 25-6091, Hayes v. Metro. Gov’t of Nashville & Davidson Cnty.
Nothing in their testimony suggested that a fee petition was the sole mechanism of compensation,
and their repeated requests for Winfrey to provide his hours are inconsistent with any such
understanding.
C
Winfrey next argues that two procedural errors combined to deny him a fair hearing. We
again disagree.
First, Winfrey objects to the district court’s consideration of the credibility brief filed two
days before the second hearing. District courts, though, have “broad discretion” to manage their
dockets and admit relevant evidence. C.S. v. McCrumb, 135 F.4th 1056, 1069 (6th Cir. 2025)
(citation omitted); see Ondo v. City of Cleveland, 795 F.3d 597, 604 (6th Cir. 2015). The district
court here exercised that broad discretion to accept a filing containing publicly available docket
entries that directly impeached Winfrey’s testimony in a dispute that largely turned on credibility.
Winfrey argues that the local rules guaranteed him 14 days to respond, but “[t]he interpretation
and application of local rules are matters within the district court’s discretion.” S.S. v. E. Kentucky
Univ., 532 F.3d 445, 451 (6th Cir. 2008) (citation omitted). Winfrey suggests that these supposed
errors reached a constitutional level because he was denied any meaningful opportunity to respond
to the brief. But he fails to explain why the hearing two days later—during which he had the
opportunity to produce evidence and cross-examine witnesses—was not sufficient. See United
States v. Jamieson, 427 F.3d 394, 407 (6th Cir. 2005). Nor, it’s worth noting, did Winfrey offer
any rebuttal evidence to the credibility brief when he sought the district court’s reconsideration
nearly a month after the hearing.
Second, Winfrey objects to a clarifying question the district court asked during closing
argument. When Steiner and Harbison’s counsel stated that there was “no apparent meeting of the
10 No. 25-6091, Hayes v. Metro. Gov’t of Nashville & Davidson Cnty.
minds” and moved on to quantum meruit, the district court interjected: “[A]re you conceding there
was no meeting of the minds and, therefore, we must go to quantum meruit? Or are you saying
you want me to make a credibility determination that the agreement was $700 an hour[?]” Oct. 22
Hr’g Tr., R.343, PageID 8651-52. Winfrey characterizes that question as the court rescuing
counsel from a dipositive concession and supplying a new theory of the case. The record belies
that portrayal. The hourly-rate agreement had been Harbison and Steiner’s position throughout
the fee dispute, up to and including counsel’s own statements just moments before. Fairly read,
the question was a neutral effort to clarify apparent inconsistency. Even in criminal trials, a district
court is “not a mere moderator,” Craddock v. FedEx Corp. Servs., Inc., 102 F.4th 832, 841 (6th
Cir. 2024) (quoting Quercia v. United States, 289 U.S. 466, 469 (1933)), but has considerable
discretion to “interject [itself] into the trial, speak to counsel, and question witnesses in order to
clear up confusion,” United States v. Powers, 500 F.3d 500, 511 (6th Cir. 2007). That rule follows
with greater force when the district court itself serves as a factfinder in a civil evidentiary hearing.
Here, the district court’s question was “neutral, unbiased,” and consistent with its practice
throughout both hearings, during which it routinely stepped in to clarify witness testimony on both
sides. Powers, 500 F.3d at 512. The district court’s effort to obtain clarity about a disputed
position was not procedural error.
IV
Steiner and Harbison filed a motion for appellate sanctions against Winfrey for prosecuting
a frivolous appeal under Rule 38 of the Federal Rules of Appellate Procedure, 28 U.S.C. § 1912,
and 28 U.S.C. § 1927. But not every weak appeal is frivolous. Because this appeal does not meet
the legal standards of a frivolous appeal, we deny the motion for appellate sanctions. See Larry E.
Parrish. P.C. v. Bennett, 989 F.3d 452, 457-58 (6th Cir. 2021).
11 No. 25-6091, Hayes v. Metro. Gov’t of Nashville & Davidson Cnty.
* * *
We affirm the district court’s award of attorneys’ fees to Winfrey and deny Harbison and
Steiner’s motion for appellate sanctions.