(concurring and dissenting):
I concur with that portion of the majority opinion which holds that sovereign immunity has been waived for claims against the state for reimbursement of attorney fees and costs reasonably incurred in the successful defense of grand jury indictments; hence, I agree that the district court has jurisdiction over claims of this type. Furthermore, I agree that the retroactive application of the legislation is not invalid as violative of the constitutional provisions relating to due process and special laws.
However, it is my opinion that the trial court erred in the amount of attorney fees awarded. The majority opinion affirms the award as fees “necessarily incurred.”1 In the absence of an enforceable contract, the question of what is a reasonable attorney’s fee depends upon a number of factors which are to be assessed by the trial court.2 In the instant case, however, we are dealing with an enforceable contract which by its own terms provides the reasonable value of the services necessarily incurred.
On September 3, 1976, Black wrote to Hulbert as follows:
Dear Jerry:
In a way I hate to write this letter because it is always unpleasant to bill a client who is a close friend and I had frankly decided that I would not bill you until the final case was disposed of, and, hopefully, disposed of in a favorable way. However, it does appear that there is a likelihood of considerable delay in the disposition of the final case, and, consequently, I thought I would write you a letter analyzing the fee situation.
You will recall that on May 22, 1975, I wrote you a letter outlining the fee situation. At that time only the one indictment had been presented and none of us had any way of knowing that the other indictments would be forthcoming. On the basis of the first indictment the agreement was that you would pay a $5,000 retainer, that if the case was tried one or more times an additional $5,000 fee would be charged, and that in the event the case was appealed an additional $2,000 fee would be charged.
Of course, the case was tried and in addition we have had two appeals to the Supreme Court with one involving the first indictment and one involving the later indictments. In addition, as you know, we have had another trial and arguments on innumerable motions. The possibility still exists of the necessity of trying the last remaining case.
John and I have given this matter very considerable thought. You have paid up to date $8,500. Under the existing contract, on the first case, the remainder of the fee for said case, which is owing, is $3,500. We will consider the entire fee, including whatever procedures, whether it be a trial or something less than a trial, and also including a possible appeal, if *1225you paid an additional $10,000, to constitute the total fee. This $10,000 would, of course, include the $3,500 owed on the first case. [Emphasis added.]
We will keep you advised of further developments in the remaining case.
On September 9, 1977,3 Hulbert wrote to Black as follows:
Dear Mr. Black:
You have indicated that Mr. Joseph McCarthy, Deputy Attorney General, has suggested I write you a letter regarding our final understanding with regard to the attorneys fee in connection with my indictments.
My best recollection is that in early October of 1976 I was in your office and discussed this matter with you. At that time, I had paid a total of $8,500 on the fee. You indicated to me at that time you thought there was an excellent chance the remaining indictments would be dismissed and that you realized I had been through a hard financial time. You said if I paid an additional $10,000 or a total of $18,500.00, I could consider the attorneys fee paid in full and that I could have as much time as I needed to make the payment. I said I realized that this amount would nowhere near pay you and your firm for all you had done for me, and I told you how grateful I was for your help and friendship.
I am sure that a day or two after our conversation you sent me a letter confirming the above fee arrangement. My best recollection is that I received the letter shortly before October 8, 1976. I relate to this date because on said date I again came to your office and paid an additional $2,000.00. I believe that I returned the letter signed approved to your office.4
At your request, I have searched my personal effects in the event a copy of the letter might be among them, and I cannot find a copy. I am not really sure whether you sent me an extra copy.
I made one additional payment of $1,000 on the fee, bringing the total payments I have made to date up to $11,-500.00.
The district court apparently ignored the contract by concluding that “the plaintiff intended his obligation to be one for reasonable fees at a then undetermined level.” The correspondence having risen to the level of a contract clear on its face, it is not subject to parol modification.5 Let us assume that Hulbert had been found guilty of the charges against him (and that the statute providing for reimbursement therefore did not apply). There is no conceivable basis upon which it could be successfully asserted that Hulbert necessarily incurred a fee greater than $18,500. The state’s legal obligation for reimbursement can be no greater than Hulbert’s own legal obligation to Black. The lower court erred in admitting parol evidence which conflicts with the unambiguous provisions of a written contract.6
Rather than ruling on the contract as a matter of law, the district court rendered judgment based on the parol evidence in the amount of $62,384.99. The claim (now reduced to judgment) was presented to the Board of Examiners. The majority of the *1226Board voted to defer action on the claim, pending this appeal. Nevertheless, the Legislature appropriated $50,000 as settlement of the claim. Although the Legislature can properly reject a recommendation of the Board,7 it cannot act upon a claim until a recommendation has been duly made.8 To hold otherwise would defeat the state’s right to appeal the district court’s decision9 which results, in my view, in a gross miscarriage of justice.
I would affirm the lower court’s decision in all respects except that I would reduce the judgment to $18,500.
. U.C.A., 1953, 63-30a-2.
. Wallace v. Build, Inc., 16 Utah 2d 401, 402 P.2d 699 (1965).
. After the subject statute had taken effect and a full year after Hulbert received the bill.
. Note that this refers to Black’s September 3, 1976 letter, the original of which Hulbert apparently returned to Black “signed approved.” This original letter (with the notation by Hul-bert approving the fee arrangement) was not produced at trial; only a copy of the September 3 correspondence is contained in the record.
. After the attorney-client relationship has been entered into, the parties thereto may change the terms of their agreement or enter into an entirely new agreement, and if the substituted agreement was entered into after full and fair disclosure by the attorney, such an agreement will be upheld. However, such contracts are looked upon with great suspicion by the courts, and there is a presumption that such agreements are invalid, especially where the result thereof is to increase the compensation to be received by the attorney, or is otherwise of greater advantage to him. Skeen v. Peterson, 113 Utah 483, 196 P.2d 708 (1948); see also Ashton v. Skeen, 85 Utah 489, 39 P.2d 1073 (1935).
.Erickson v. Bastían, 98 Utah 587, 102 P.2d 310 (1940).
. Wood v. Budge, 13 Utah 2d 359, 374 P.2d 516 (1962).
. Wilkinson v. State, 42 Utah 483, 134 P. 626 (1913).
. Utah Constitution, Article VIII, Section 9.