Multi Case Name

CourtCourt of Chancery of Delaware
DecidedJuly 31, 2025
DocketMulti Case Filing
StatusPublished

This text of Multi Case Name (Multi Case Name) is published on Counsel Stack Legal Research, covering Court of Chancery of Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Multi Case Name, (Del. Ct. App. 2025).

Opinion

EFiled: Jul 31 2025 02:25PM EDT Transaction ID 76767931 Case No. Multi-Case IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN RE BREMERTON CELLULAR ) CONSOLIDATED TELEPHONE COMPANY LITIGATION ) C.A. No. 5949-VCL

IN RE SALEM CELLULAR ) CONSOLIDATED TELEPHONE COMPANY LITIGATION ) C.A. No. 6886-VCL

IN RE PROVO CELLULAR ) C.A. No. 6887-VCL TELEPHONE COMPANY LITIGATION )

IN RE BLOOMINGTON CELLULAR ) C.A. No. 6888-VCL TELEPHONE COMPANY LITIGATION )

IN RE SARASOTA CELLULAR ) C.A. No. 6889-VCL TELEPHONE COMPANY LITIGATION )

IN RE BRADENTON CELLULAR ) C.A. No. 7030-VCL TELEPHONE COMPANY LITIGATION )

IN RE LAS CRUCES CELLULAR ) C.A. No. 7031-VCL TELEPHONE COMPANY LITIGATION )

IN RE ALTON CELLTELCO ) C.A. No. 7032-VCL LITIGATION )

IN RE GALVESTON CELLULAR ) C.A. No. 7033-VCL PARTNERSHIP LITIGATION )

IN RE BELLINGHAM CELLULAR ) C.A. No. 7036-VCL PARTNERSHIP LITIGATION )

IN RE RENO CELLULAR TELEPHONE ) C.A. No. 7042-VCL COMPANY LITIGATION ) MEMORANDUM OPINION ADDRESSING MOTION FOR FINAL DISTRIBUTION

Date Submitted: April 21, 2025 Date Decided: July 31, 2025

Carmella P. Keener, COOCH AND TAYLOR, P.A., Wilmington, Delaware; Norman M. Monhait, REID COLLINS & TSAI LLP, Wilmington, Delaware; Michael A. Pullara, Houston, Texas; Allan B. Diamond, Justin Strother, DIAMOND MCCARTHY LLP, Houston, Texas; Attorneys for Michael Pullara and Moving Plaintiffs.

Mary S. Thomas, THOMAS LAW LLC, Wilmington, Delaware; Attorneys for Darr Barshis and Ajamie LLP.

LASTER, V.C. Michael A. Pullara and Ajamie LLP litigated these cases together under a

hybrid fee arrangement. They agreed to charge their clients 50% of their published

rates and, if they obtained a recovery, split a contingency fee. Pullara would get a

fixed 30% of the contingency fee and Ajamie a fixed 20%. They would split the other

50% in proportion to their lodestars. They documented the arrangement in a fee-

sharing agreement.

By the time they secured a favorable settlement, Pullara and Ajamie were

fighting over the fee. The parties placed the recovery in an escrow account. Pullara

and Ajamie distributed the lion’s share to the clients, made an initial distribution to

themselves, and joined issue over the remaining $31,049,015.01.

Pullara had the primary client relationships, and he led the clients in

contesting Ajamie’s entitlement to a fee. Among other things, they argued that the

fee-sharing agreement was unenforceable under the Texas Disciplinary Rules of

Professional Conduct. The court agreed, invalidated the fee-sharing agreement, and

awarded Ajamie a fee of $15,814,340.14 under principles of quantum meruit. If the

fee-sharing agreement had been valid, Ajamie would have received more. After a

distribution to Ajamie, $17,862,185.15 remained in the escrow account.

Pullara now claims he is entitled to $16,469,753.20. That would leave a balance

of $1,392,431.95 in the account.1 Pullara proposes for the balance to go to the clients.

He maintains that the court’s invalidation of the fee-sharing agreement means he is

1 Neither amount includes interest. The escrow account bears interest, and

Pullara and the clients are entitled to a proportionate share of the accrued interest when the escrow agent makes distributions to them. entitled to those funds as well. Absent the ethical violation that rendered the fee-

sharing agreement void, Ajamie would have received them. Pullara has disclaimed

the increased amount, saying he does not want to profit from an ethical violation.

That is a laudable sentiment, but Pullara does not have any claim to those

funds. Under principles of unclean hands, Pullara cannot benefit from the

invalidation of the fee-sharing agreement. Pullara and Ajamie both committed the

ethical violation that rendered the fee-sharing agreement invalid. If anything,

because Pullara had the primary client relationship, Pullara was more responsible

for the oversight. It would be inequitable for Pullara to benefit at the expense of his

clients by getting more than he would have received if the unethical fee-sharing

agreement remained in place. Pullara’s show of generosity reflects only the outcome

equity demands.

Pullara also offers an inflated calculation of his entitlement. If the fee-sharing

agreement had been valid, Pullara would have received a total fee of $15,463,221.76.

He cannot receive more than that.

Taking into account fees Pullara already received, Pullara is entitled to

$14,167,344.02. The clients are entitled to $3,694,841.13. Both Pullara and the clients

are entitled to interest on their share. The escrow agent must make the appropriate

distributions.

2 I. FACTUAL BACKGROUND

The facts are drawn from the parties’ submissions and the court’s previous

decision on Ajamie’s fee.2 As the court noted in that decision,

The record contains a large number of exhibits, affidavits, declarations, and other documents that contain various calculations relating to how many hours each attorney worked, how much each attorney billed, what their lodestars would have been, when payments have been made and how much, and what the value of the services. Many of the documents are inconsistent or contain gaps. The court has spent considerable time deciphering the documents and striving to reach values that are as objectively correct as possible.3

That observation applies here too.

A. The Squeeze-Outs, Client Agreements, and Sharing Agreement

For historical reasons, AT&T, Inc. came to hold a majority interest in

partnerships that owned cellular telecommunications licenses covering particular

geographic areas. AT&T periodically engaged in freeze-out transactions that

eliminated the minority investors in those partnerships.

Pullara is a Texas-licensed solo practitioner who had litigated successfully

against AT&T during an initial round of freeze-outs. When AT&T engaged in a second

round, many of the minority partners (the “Clients”) signed agreements retaining

Pullara as counsel (the “Client Agreements”).

As a solo practitioner, Pullara needed help litigating against AT&T. To that

end, each Client Agreement authorized Pullara to associate with joint venture

2 In re Bremerton Cellular Tel. Co. Litig. (Ajamie Fee Decision), 328 A.3d 330

(Del. Ch. 2024).

3 Id. at 337 n.16.

3 counsel. The Client Agreements committed Pullara and joint venture counsel to bill

their hourly fees at 50% of their published rates. The attorneys also would be

reimbursed for their expenses. As additional compensation, Pullara and joint venture

counsel would receive a contingency fee equal to 20% of any recovery. Some of the

Clients later signed amendments that raised the contingency fee percentage to 30%

in exchange for eliminating their obligation to pay hourly fees. The Client

Agreements made clear that adding joint venture counsel would not affect the size of

the contingency fee.

The Client Agreements noted that Pullara intended to work with Ajamie. As

foreshadowed, Pullara associated with Ajamie as joint venture counsel, and they

agreed on how they would share any contingency fee (the “Sharing Agreement”).

Texas law governed the Sharing Agreement.

Under the Sharing Agreement, Pullara would receive a fixed 30% of the

contingency fee and Ajamie a fixed 20% (the “Fixed Tranches”). They would allocate

the remaining 50% based on their relative contributions to the case, measured by

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