                  United States Court of Appeals
                       FOR THE EIGHTH CIRCUIT
                               ___________

                      Nos. 98-2936WM, 98-3043WM
                              ___________

Kansas City Power & Light Company, *
                                      *
       Plaintiff-Appellant,           *
                                      *
       v.                             *
                                      * On Appeal from the United
Jack R. Manson,                       * States District Court for
                                      * the Western District of
       Intervenor Defendant-Appellee, * Missouri.
                                      *
Western Resources, Inc.; Robert L.    *
Rives,                                *
                                      *
       Defendants.                    *
                                 ___________

                         Submitted: March 8, 1999

                              Filed: March 17, 1999
                               ___________

Before RICHARD S. ARNOLD and HANSEN, Circuit Judges, and STROM,1
      District Judge.
                           ___________

RICHARD S. ARNOLD, Circuit Judge.




     1
      The Hon. Lyle Strom, United States District Judge for the District of
Nebraska, sitting by designation.
       These appeals (an appeal and a cross-appeal) come from an order of the District
     2
Court in a corporate-takeover case. For a description of the underlying litigation,
which involved a question of Missouri corporation law, see Kansas City Power &
Light Co. v. Western Resources, Inc., 939 F. Supp. 688 (W.D. Mo. 1996). The
District Court awarded approximately $520,000 in fees and costs to two law firms
representing a shareholder of Kansas City Power & Light Company who intervened
in the case.

       In the main appeal, brought by Jack R. Manson, the intervening shareholder,
the major argument raised is that the District Court erred in awarding fees on the
"lodestar" basis, taking into account only the hours expended by the attorneys and
what the Court found to be a reasonable hourly rate. Mr. Manson argues that the
Court should have used a different method, the "percentage of benefit" approach, a
method which, in the estimation of appellant, would have produced a fee award in the
neighborhood of six million dollars. Mr. Manson also argues that the District Court
erred in fixing the attorneys' hourly rates. We affirm. The District Court was
intimately familiar with the litigation before it, much more familiar than we could be,
and was therefore in a position to judge the extent of the contribution that Mr.
Manson and his lawyers made to a result favorable to their side on the issue of the
interpretation of the Missouri corporation statute. In addition, the District Court was
in the best position to determine the overall amount of the award. If appellant
believes that one of his law firms has been undervalued, and the other one over-
valued, he may easily make the adjustment himself. The award of fees and costs is
to the client, not directly to the lawyers.

      The cross-appeal is brought by Kansas City Power & Light Company, which
argues that no fees should have been awarded. It is true, as the cross-appellant urges,


         2
       The Hon. Scott O. Wright, United States District Judge for the Western
District of Missouri.
                                          -2-
that the lawsuit was brought by it, not by Mr. Manson. The original case was brought
by Kansas City Power & Light Company against Western Resources, Inc., and a
named shareholder of the plaintiff. As we have noted, Mr. Manson, appellant in the
main appeal, was an intervenor. The District Court, however, was of the view that
Mr. Manson and his lawyers contributed substantially to the result of the case, which
was favorable to the Western Resources side. We defer to the District Court's
assessment of the extent of Mr. Manson's contribution to this result. Kansas City
Power & Light did not contest, in the District Court, either the hours expended or the
hourly rates submitted. We see no abuse of discretion on the part of the District
Court.

      Affirmed.

      A true copy.

             Attest:

                       CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.




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