Melat, Pressman & Higbie, L.L.P. v. Hannon Law Firm, L.L.C.

Justice COATS,

dissenting.

134 Although I would also find that the rules governing client contingent fee agreements do not, in and of themselves, similarly govern the fee sharing agreement at issue here, and that Hannon's quantum meruit claim acerued only upon the declination of Melat and Howarth to share attorney fees recovered from their clients, I do not believe the majority opinion provides adequate justification for either of these related propositions. More particularly, I believe the majority's unwillingness to come to grips with the true nature of quantum meruit and specify the limitations period applicable to such claims preclude it from even identifying the applicable statutory acerual provision, much less applying that provision to the cireum-stances of Hannoun's claim. Finally, because I not only consider unduly facile and unconvincing the majority's explanation for failing to do so, but also believe that a proper application of the statutory scheme leads inexorably to the conclusion that Hannon's claim (notwithstanding its accrual only upon recovery of a contingent fee) was already barred by the time it was filed, I disagree with both the majority's rationale and its ultimate conclusion. I therefore respectfully dissent.

1 35 There can be no doubt that the limitations periods governing all personal civil actions in this jurisdiction are mandated by statute. To determine whether any particular action is barred as untimely, it is necessary to know both when the action accrues and the time period within which it may be initiated after accrual. See BP Am. Prod. Co. v. Patterson, 185 P.3d 811 (Colo.2008). The legislature has provided a lengthy list of civil actions with specific limitations periods and corresponding points of accrual, §§ 13-80-101-108, C.R.S. (2012), including a catchall provision for "(alll other actions of every kind for which no other period of limitations is provided." $ 183-80-102(1)G). - Precisely when a particular cause of action acerues and whether it has been initiated within the applicable statutory limitations period are therefore, first and foremost, matters of statutory construction.

136 Noticeably missing from the majority rationale is any reliance on the controlling statutory scheme in general or any specific statutory limitations period and corresponding point of accrual in particular. Instead, the majority looks to general propositions concerning typical meanings of the term "accrue," gleaned from such sources as Black's Law Dictionary, foreign case law addressing a different problem altogether, and prior pronouncements of our own, in the context of specific tort provisions of the statutory *851scheme. Because the accrual dates prescribed by the legislature are structured to correspond precisely with limitations periods dictated for each specific cause of action, cf. BP American, 185 P.3d at 814 (demonstrating direct correspondence between accrual provision and limitations period designated for liquidated debt, as distinguished from accrual provision and limitations period designated for all other contracts), the majority's reluctance to identify an applicable limitations period for quantum meruit claims generally, or at least for Hannon's specific quantum meruit claim, actually precludes it from identifying the accrual date for that claim. Unlike the majority, I consider it clear that the determination of an accrual date for any particular civil action in this jurisdiction necessarily depends on the specific language of the statutory accrual formula, see §§ 18-80-108(1)-(18), corresponding to the limitations provision governing the particular class of civil action at issue, see §§ 13-80-101-107.5.

137 Although this court has never given its endorsement, the court of appeals has for some years bound the lower courts of this jurisdiction with its assessment that actions in quantum meruit, or unjust enrichment, are governed by section 18-80-101(1)(a), the three-year limitations period for contract actions. See Rotenberg v. Richards, 899 P.2d 365 (Colo.App.1995). Despite some unfortunate language to the effect that quantum meruit is a "theory of contract recovery," Dudding v. Norton Frickey and Assocs., 11 P.3d 441, 446 (Colo.2000), we have always (including even in the very paragraph in which this language appeared) made clear that quantum meruit is not only not dependent upon the existence of a contract, either express or implied in fact, but is instead "a very different concept that balances the equities between the parties." Id. at 449. More recently, we have expressly characterized unjust enrichment, with which we have largely equated quantum meruit, as a broad remedy, "cutting across both contract and tort law," and found the unjust enrichment claim in that case to sound in tort rather than contract. Robinson v. Colo. State Lottery Div., 179 P.3d 998, 1007 (Colo.2008). Unlike an express contract, whether written or oral, or even an implied-in-fact contract, all of which are contracts in the true sense that they involve an actual, if not always express, meeting of the minds of the parties, a claim in quantum meruit or unjust enrichment, sometimes referred to as a "quasi-contract" or a "contract implied-in-law," can exist only in the absence of a controlling agreement of the parties. Rather, much like a tort, such claims are predicated upon a duty imputed by law to refrain from retaining a benefit at the expense of another, under cireumstances that would make it unjust to do so without paying for it. Id.

138 Unlike a number of other jurisdictions, Colorado's statutory scheme fails to expressly include quasi-contract in its provision for contract actions or, for that matter, in any other provision for a designated class of civil actions. The statutory scheme simply fails to provide for quantum meruit, or unjust enrichment, according to any accepted nomenclature. The legislature has, however, expressly provided for "[alll other actions of every kind for which no other period of limitation is provided" and imposed a two-year limitations period on all such actions. See § 183-80-102(1)(i). As the court of appeals discovered when it tried to deal with Hannon's quantum meruit claim in contract terms, the statutory provision for contract actions measures accrual from the discovery of a "breach." See § 18-80-108(6). Perhaps because the language of breach is so clearly inapplicable to a cause of action predicated upon the non-existence of a contract, the court of appeals chose, much like the majority does now, to simply ignore the language of the contract acerual provision and instead reformulate acerual for quantum meruit claims in general terms, borrowed from sources outside this body of statutory provisions. By contrast, the question addressed by both the court of appeals and the majority-whether Hannon's quantum meruit claim accrues from the time of his own conduct in contributing his legal services or the conduct of Merat and Howarth in unjustly retaining all of the recovered attorney fees-is most naturally governed by the language of seetion 13-80-1088), which specifies that "a cause of action for losses or damages not *852otherwise enumerated in this article shall be deemed to accrue when the injury, loss, damage, or conduct giving rise to the cause of action is discovered or should have been discovered by the exercise of reasonable dili-genee." Section 183-80-108(8), however, directly corresponds, by is owns terms, to seetion 13-80-102(1)(i), the catch-all provision for all other actions, which mandates that such actions be initiated within of two years of accrual.

139 Analyzed in terms of the statutory scheme, there can be little question but that Hannon's claim of quantum meruit was governed by the two-year statute of limitations and that it was therefore already barred by the time it was actually brought, whether the "conduct giving rise to the action" is considered to be the contribution of Hannon's legal services or Melat and Howarth's retention of attorney fees. That being the case, I consider it wholly unnecessary to determine the precise point of accrual. However, because the majority has done so and because under the appropriate statutory accrual formula the answer seems so clear, I note my agreement with the majority's ultimate conclusion that an action in quantum meruit accrues only upon the unjust retention of a benefit gained at the expense of another. In the language of section 183-80-108(8), it is clearly the retention of the benefit, without which no cause of action can exist, that "gives rise" to an action for quantum meruit.

{ 40 Because I believe Hannon's claim was barred in any event, I also consider it unneec-essary to comment on the applicability of the rules governing attorney-client contingent fee agreements. However, because the majority does so and because the answer again seems obvious, I agree that the rules governing contingent fees in Chapter 28.3 of the civil rules do not themselves bar Hannon's claim. By their express terms, they apply only to contingent fee contracts for legal services between attorneys and their clients. To the extent, however, the language of the majority opinion can be understood to suggest anything more about the viability of Hannon's quantum meruit claim in this case, I must caution that much of the rationale for adopting the rules governing contingent fee agreements is equally applicable to other claims in quantum meruit.

€ 41 It is not unjust to retain benefits for which a contract between the parties contemplates that there be no payment, and a claim of quantum meruit could therefore not sue-ceed on the basis of such a retention. Largely for this reason, and because a contingent fee agreement between a lawyer and his client might otherwise imply that no payment for services will be owed except upon the fulfillment of the contingency, we have required notice in the contingent fee agreement itself of any circumstances requiring payment of compensation by the client "otherwise than from amounts collected for him by the attorney." See Mullens v. Hansel-Henderson, 65 P.3d 992 (Colo.2002). While Rule 5 of Chapter 28.3 clearly governs only contingent fee agreements between attorneys and their clients, this fundamental limitation on recovery in quantum meruit is no less applicable to the terms of a fee sharing agreement among attorneys. I would therefore disavow any implication that the fee sharing agreement among these attorneys was not intended as the sole basis for sharing in any attorney fee award.

142 Finally, while I can appreciate the majority's concern for addressing issues on appeal not raised below, its rigid and mechanistic restatement of this complex principle is simply inaccurate and misleading. To be sure, we have indicated many times that, as a general matter, issues not presented to or raised in the trial court will not be considered on appeal. As we have also made abundantly clear, however, that broad proposition derives from a number of specific policies and court rules restricting a party's entitlement to review, without similarly depriving appellate courts of the discretion to address any error appearing of record, whether properly preserved or not. See Roberts v. Am. Family Mut. Ins. Co., 144 P.3d 546, 549-51 (Colo.2006) (deconstructing the broad proposition in terms of its specific purposes, bases, and exceptions).

1 43 In light of C.A.R. 85(F), requiring as it does that the published opinions of the court of appeals be followed as precedent by the trial judges of the state, it would clearly have *853been futile, if not improper, for a party to challenge Rotenberg in the trial court as having been wrongly decided. The defendants, of course, never relied on, or in any way attempted to use, the three-year statute of limitations to their advantage. Being bound by precedent as they were, they simply argued on alternative grounds for violation of the statute of limitations. By the majority's logic and overly rigid formulation of the review principle, although the court of appeals panel may have been at liberty to disagree with the earlier panels following Rotenberg, it would nevertheless have been precluded from doing so in the absence of the issue having been presented to the trial court. And by the same Catch-22-like logic of the majority, the well-being of "(ojur judicial system" rests on the refusal of this court to address issues not expressly raised to the intermediate appellate or the trial court, whether or not those courts would have been barred from addressing them.

1 44 The question of the applicable statute of limitations, which the majority declines to address, does not involve a factual matter as to which deference would be required of a trial court determination. Nor does it involve a separate defensive provision of which the ruling court was never made aware. The applicable limitations provision is a matter upon which the legal correctness of both the court of appeals and majority rationales themselves depend. To closely paraphrase our holding in Roberts, at least where a misreading of the controlling law leads the court of appeals to reverse a summary judgment in the face of undisputed facts to the contrary, this court cannot be constrained by the failure of a party to specifically identify that misreading and bring it to the appellate court's attention. Id. at 551.

45 Notwithstanding the parties's failure to specifically dispute the applicability of the three-year statute of limitations, for the reasons I have briefly articulated I believe the issues presented by the petitioner cannot be resolved without reconsidering the nature of claims in quantum meruit and determining the limitations period made applicable to them by statute. I therefore respectfully dissent.