                             UNPUBLISHED

                    UNITED STATES COURT OF APPEALS
                        FOR THE FOURTH CIRCUIT


                             No. 03-2505



ROBERT C. SANDERS,

                                             Plaintiff - Appellant,

           versus


WOLFGANG MUELLER; OLSMAN, GANOS & MUELLER,
P.C.,

                                            Defendants - Appellees.


Appeal from the United States District Court for the District of
Maryland, at Baltimore. Marvin J. Garbis, Senior District Judge.
(CA-01-2813-MJG)


Argued:   December 1, 2004                  Decided:   March 4, 2005


Before WILKINS, Chief Judge, and MOTZ and SHEDD, Circuit Judges.


Reversed in part, affirmed in part, and remanded by unpublished
opinion.   Judge Shedd wrote the opinion, in which Chief Judge
Wilkins and Judge Motz joined.


ARGUED: Robert Clagett Sanders, Upper Marlboro, Maryland, Appellant
Pro Se. Leonard A. Orman, Baltimore, Maryland, for Appellees. ON
BRIEF: Steven R. Freeman, FREEMAN, WOLFE & GREENBAUM, P.A., Towson,
Maryland, for Appellant.


Unpublished opinions are not binding precedent in this circuit.
See Local Rule 36(c).
SHEDD, Circuit Judge:

       Robert Sanders, a Maryland attorney, filed suit against Olsman,

Ganos & Mueller (“OGM”), a Michigan law firm, claiming entitlement

to a share of attorneys fees recovered by OGM for representing

clients in three separate personal injury cases -- the Ambrose,

Greer, and Holtquist cases.         The district court granted summary

judgment in favor of OGM on Sanders’ claim for attorneys fees in the

Greer and Holtquist cases.       After the jury awarded Sanders $300,000

for the reasonable value of the services he rendered in the Ambrose

case, the district court granted OGM’s motion for judgment as a

matter of law on the issue of damages and reduced Sanders’ award to

$1.    For the following reasons, we reverse the grant of judgment as

a matter of law in favor of OGM in the Ambrose case, reverse the

grant of summary judgment in favor of OGM in the Greer and Holtquist

cases on Sanders’ breach of contract claims, and affirm the grant

of summary judgment in the Greer and Holtquist cases on Sanders’

quantum meruit and unjust enrichment claims.



                                     I.

       Because we are reviewing a grant of judgment as a matter of law

and summary judgment, we view the evidence in the light most

favorable to Sanders. See Anderson v. G.D.C., Inc., 281 F.3d 452,

457 (4th Cir. 2002) (judgment as a matter of law); Williams v.

Staples, Inc., 372 F.3d 662, 667 (4th Cir. 2004) (summary judgment).

In    1995,   Sanders’   young   daughter   was   killed   in   a   low-impact

                                      2
automobile collision.       Sanders claims that his daughter’s death

resulted from the deployment of the air bag in his Chrysler minivan

rather than from the force of the collision.                 Soon after his

daughter’s tragic death, Sanders helped form a public interest group

to lobby Congress to require air bag warnings in vehicles and to

strengthen federal air bag performance requirements.

       Sanders also retained Wolfgang Mueller, a former Chrysler

engineer and an associate at OGM, to file a products liability

lawsuit against Chrysler.1       Although Mueller was a young lawyer

who had never handled an air bag case, Sanders liked his technical

background and aggressiveness.        Mueller agreed to allow Sanders to

participate in preparing the case for trial.

       As a result of Sanders’ involvement with his lobbying group,

he came into contact with several families across the nation whose

children had been killed or injured in accidents involving air bag

deployments.    If the families inquired about filing a lawsuit,

Sanders referred them to Mueller. Sanders first recommended Mueller

to Richard Kaplan, whose son suffered an eye injury from an air bag

deployment. Although Sanders did not request any fee, Mueller wrote

a letter to Sanders offering to pay him one-third of any attorney’s

fees   recovered,   which   Mueller       represented   to   be   the   typical

arrangement in Michigan.      Kaplan’s son recovered from his injury,


       1
      Sanders also sued Mueller in this action. The district court
dismissed all claims against Mueller, and Sanders does not
challenge that ruling.

                                      3
and the case was not prosecuted.             Sanders thereafter recommended

Mueller to several other families, including the Ambroses from

Tennessee and the Greers from Idaho.            The Ambroses were originally

represented     by   a   law   firm    in    Nashville,   Tennessee.   Sanders

introduced    Mueller    to    the    Nashville   firm,   and   ultimately   the

Nashville firm retained OGM as co-counsel in the Ambrose case.                As

agreed between these two firms, OGM would receive 55% and the

Nashville firm would receive 45% of attorneys fees recovered in the

Ambrose suit.    The Greers were not represented by local counsel, so

they directly retained Mueller of OGM.            After the Ambroses and the

Greers retained Mueller, Mueller confirmed that Sanders would be

allowed to perform legal work on these two cases and would receive

the same one-third share of OGM’s fees that Mueller had promised in

the Kaplan case.

     In April 1997, Mueller and Jules Olsman, the sole shareholder

of OGM, proposed to modify their fee-sharing arrangement with

Sanders. OGM explained that it did not want to have a straight one-

third fee agreement with Sanders in the Ambrose case because it

would not be financially feasible in light of its other fee-sharing

agreement with the Nashville firm.                OGM instead proposed that

Sanders’ fee in the Ambrose case would be based on the “totality of

the circumstances,” including how much work Sanders performed in the

case, his role in referring the client to OGM, how much of the

litigation expenses he paid, and several other factors.              Depending

on how these factors weighed, Sanders could receive less than one-

                                         4
third or more than one-third of OGM’s fee.            By contrast, in cases

such as Greer, where OGM was not retained by local counsel, Sanders’

fee would remain the standard one-third.       Moreover, OGM would allow

Sanders to perform legal work on all the cases.

     After    agreeing   to    this   modification,    Sanders   recommended

Mueller to the Holtquists, a Minnesota family whose child had died

in an air bag accident.       Mueller again confirmed that Sanders would

be allowed to participate in the legal work on the case and would

receive one-third of the fees recovered by OGM.

     The Ambrose case in Nashville was the first case scheduled for

trial.    All the attorneys representing the Ambroses agree that the

case was hotly disputed and extraordinarily time-consuming.           In the

two years leading up to trial in Tennessee state court, the lead

partner in the Nashville firm spent half her time working on the

Ambrose case.     Mueller took nearly sixty depositions across the

nation. Sanders discussed with Mueller the possibility of preparing

a motion for partial summary judgment on the issue of liability.

Mueller enthusiastically agreed with this strategy and sent Sanders

several boxes of technical documents and deposition transcripts.

Sanders spent half of his work days for the next six months

reviewing and analyzing the technical background information on air

bags that Mueller had sent and that he had discovered in his own

research.     For the following three months he worked full-time

drafting almost fifty versions of the partial summary judgment

motion.     During this period, Sanders worked closely with Mueller,

                                       5
talking with him by telephone at least once every day. Sanders sent

at least three drafts of the motion to Mueller for review and

comment.   The final motion advanced several technical arguments and

was accompanied by nearly 1,000 pages of supporting documentation.

Shortly before the scheduled trial, Mueller filed the Sanders motion

on behalf of the Ambroses.   Although the Tennessee court denied the

motion, Mueller considered the motion to be worthwhile.      Sanders

also prepared several other pretrial motions to exclude certain

defense evidence at trial as well as other filings to ensure

admission of evidence helpful to the Ambroses.      Further, Sanders

traveled to Tennessee to attend and critique a mock trial.    As the

trial date neared, Mueller also asked Sanders to make plans to

attend the trial to lend his expertise and counsel.          Sanders

calculated that he worked a total of nearly 1,500 hours on the

Ambrose case.    The vast majority of that time was spent researching

and drafting the motion for partial summary judgment.

     Four days before trial and soon after the motion for partial

summary judgment was denied, the Ambrose case settled.    OGM and the

Nashville firm recovered more than $1 million in attorneys fees,

with OGM receiving more than $550,000 and the Nashville firm

receiving more than $450,000.

     Sanders requested from OGM his share of the attorneys fees that

OGM recovered.    Olsman refused to pay Sanders any amount that could

be considered a referral fee.      Instead, Olsman asked Sanders to

verify how much time he expended on the case.         Olsman assured

                                   6
Sanders that, once Olsman determined the amount of the fee for “the

work and technical assistance” Sanders performed, Sanders would find

the amount “to be significant and appropriate.”

     Although it had no fee-sharing agreement with Sanders, the

Nashville law firm paid Sanders $20,000.       Sanders claims this

payment was a gift from the Nashville firm in appreciation for his

valuable work on the case.

     In October 1998, OGM and Sanders reached an impasse on the

amount of fees Sanders should receive in the Ambrose case.   Olsman

disavowed any agreement to pay Sanders any fee in the Greer and

Holtquist cases and informed Sanders that he would not be allowed

to perform any legal work on those pending cases.   More than a year

later, the Greer and Holtquist cases settled, and OGM recovered

attorneys fees in both cases.



                                 II.

     Sanders filed this lawsuit against OGM seeking recovery of his

share of attorneys fees in the Ambrose, Greer, and Holtquist cases

on several different theories, including breach of contract, quantum

meruit, and unjust enrichment.   The district court granted summary

judgment in favor of OGM on Sanders’ claim for attorneys fees in the

Greer and Holtquist cases.   As for the breach of contract claims,

the court ruled that the fee-sharing agreement between Sanders and

OGM violates two provisions of Rule 1.5(e) of the Maryland Lawyers


                                  7
Rules of Professional Conduct (MLRPC) because (1) Sanders failed to

notify the Greers and the Holtquists that he would be performing

legal work on their cases; and (2) Sanders’ work on those cases was

not proportionate to the one-third fee that he would receive under

the fee-sharing agreement.    The district court further found that

OGM was entitled to the protection of a Maryland equitable defense

to the contract claims.    Accordingly, the district court declared

the fee-sharing agreement between OGM and Sanders unethical and

unenforceable.   The district court also ruled that Sanders’ quantum

meruit and unjust enrichment claims failed because Sanders did not

perform any work on the Greer and Holtquist cases.

     Sanders’ claim for fees in the Ambrose case was tried to a jury

on two alternative theories, breach of contract and quantum meruit.

The district court instructed the jury to award Sanders “the fair

value of the services rendered” by him.    The jury awarded Sanders

$300,000.    OGM filed a post-trial motion for judgment as a matter

of law.     Although the district court concluded that Sanders had

presented sufficient evidence to prevail on the issue of liability,

it granted OGM’s motion as to damages, concluding that Sanders had

failed to present “evidence from which a reasonable jury could

determine with any reasonable degree of certainty the fair value of

his services in any amount in excess of” the $20,000 the Nashville

law firm had already paid to Sanders.     Based on its ruling that




                                 8
Sanders proved liability but not damages, the district court awarded

Sanders nominal damages of $1.     This appeal followed.



                                  III.

      In a diversity action, state law of the forum court governs

substantive issues, and federal law governs procedural issues.

Dixon v. Edwards, 290 F.3d 699, 710 (4th Cir. 2002).            Accordingly,

we apply the law of Maryland to determine the substantive issues in

this appeal.

      We review the district court’s grant of judgment as a matter

of law de novo.    Corti v. Storage Tech. Corp., 304 F.3d 336, 341

(4th Cir. 2002). In conducting our review, we view the evidence and

the   reasonable   inferences   drawn    therefrom   in   the    light   most

favorable to the nonmoving party.        G.D.C., Inc., 281 F.3d at 457.

Judgment as a matter of law is appropriate only when “there is no

legally sufficient evidentiary basis for a reasonable jury to find

for that party on that issue."     Fed. R. Civ. P. 50(a).

      We also review de novo the district court's grant of summary

judgment.    Staples, Inc., 372 F.3d at 667.          “In reviewing the

evidence, the court must draw all reasonable inferences in favor of

the nonmoving party and may not make credibility determinations or

weigh the evidence.”    Id.     Summary judgment is appropriate only

when there is no genuine issue of material fact and the moving party




                                   9
is entitled to judgment as a matter of law.   Edell & Assocs. v. Law

Offices of Peter G. Angelos, 264 F.3d 424, 436 (4th Cir. 2001).



                                IV.

     We first address the district court’s grant of judgment as a

matter of law in favor of OGM on Sanders’ claim for attorneys fees

in the Ambrose case.      Because OGM has not cross-appealed the

judgment for Sanders as to liability, the only issue before us is

whether, under either a breach of contract or quantum meruit theory,

there is a legally sufficient evidentiary basis for the jury’s

conclusion that Sanders is entitled to $300,000 in fees.

     Under Maryland law, recovery in quantum meruit2 is based on the

amount that the parties intended as the contract price or, if that

amount is not expressed, “the fair market value of the plaintiff's

services.”   Mogavero v. Silverstein, 790 A.2d 43, 53 (Md. Ct. Spec.

App. 2002); see also Houston v. Monumental Radio, Inc., 148 A. 536,

543 (Md. 1930) (noting that under an implied-in-fact contract



     2
      Under Maryland law, a quantum meruit claim based on an
implied-in-fact contract is an alternative to recovery based on
breach of an express contract. See Alternatives Unlimited, Inc. v.
New Baltimore City Bd. of Sch. Comm’rs, 843 A.2d 252, 295 (Md. Ct.
Spec. App. 2004). We choose to base our opinion on Sanders’ quantum
meruit cause of action because we question whether the parties’
agreement to share fees based on the “totality of the
circumstances” is sufficiently definite to be an enforceable
express contract under Maryland law. See Peoples Drug Stores v.
Fenton Realty Corp., 62 A.2d 273, 276 (Md. 1948).       Because we
conclude that the jury verdict can be sustained under quantum
meruit, we need not decide the breach of contract issue.

                                 10
appellant     was     entitled   to   the   "reasonable   worth   of   [his]

services”).3        Moreover, when a plaintiff is employed to perform

specified work, he is entitled to recover in quantum meruit the

value of his time and effort without reference to the benefit or

advantage actually conferred on the defendant. Mogavero, 790 A.2d

at 53.

     The parties do not dispute that the total attorneys fees of

more than $1 million is a reasonable fee award in the Ambrose case.

The district court informed the jury of this amount, and the jury

was never instructed that it could question the reasonableness of

these fees.    In essence, the jury was instructed to consider this

total fee as the reasonable value for the amount of time and effort

expended by all of the attorneys who performed legal work on behalf

of the Ambroses. The question in this case thus becomes what is the

fair market value of Sanders’ time and effort compared to the time

and effort of all the other attorneys who represented the Ambroses.




     3
      Maryland law distinguishes between two types of quantum
meruit claims, one based on an implied-in-fact contract (usually
designated as quantum meruit) and the other based on an implied-in-
law contract (usually designated as unjust enrichment). Mogavero,
790 A.2d at 52-53. One of the primary differences between the two
claims is the proper measure of damages.      Unjust enrichment is
measured by the gain bestowed on the defendant, while quantum
meruit is measured by the reasonable value of the work performed by
the plaintiff. Id. Although Sanders’ complaint and papers refer
to both quantum meruit and unjust enrichment, the case was tried to
the jury and argued to this court as a quantum meruit claim, so we
decline to consider any potential unjust enrichment claim for fees
in the Ambrose case.

                                      11
     Viewed in the light most favorable to Sanders, the evidence

showed   that   Sanders’   “time,   energy   and   effort”   constituted

approximately fifty percent of the total legal services performed

by all the attorneys on behalf of the Ambroses.          Based on this

evidence, the jury could reasonably find that Sanders was entitled

to at least $500,000 of the more than $1 million awarded for

attorneys fees in the Ambrose case.      Thus, we conclude that there

is sufficient evidence from which a jury could find that the

reasonable value of the services rendered by Sanders, compared with

the work performed by the other lawyers, was at least $300,000.4

Accordingly, we reverse the district court’s grant of judgment as

a matter of law in favor of OGM.



                                    V.

     We next review the district court’s grant of summary judgment

in favor of OGM on Sanders’ claims of breach of contract and quantum

meruit and unjust enrichment as to the Greer and Holtquist cases.




     4
      The jury was not required to articulate how it reached its
award. It is sufficient for our review that the jury could have
awarded an even greater amount.

                                    12
                                A.

     Although OGM denies that it ever contracted to pay any fees to

Sanders in the Greer and Holtquist cases,5 the evidence, when viewed

in the light most favorable to Sanders, shows that OGM agreed to pay

Sanders a one-third fee and to allow him to perform legal work in

both cases.   Assuming for purposes of summary judgment that the

contract existed, OGM raised MLRPC 1.5(e) as a defense, asserting,

in effect, that it would be inequitable for its alleged agreement

with Sanders to be enforced.    The district court granted summary

judgment by determining, as a matter of law, that the agreement made

by OGM and Sanders was a “clear and flagrant” violation of MLRPC

1.5(e), and that “non-enforcement of these invalid agreements would

not lead to a ‘manifestly unjust or unfair’ result.”

     MLRPC 1.5(e) governs fee-sharing agreements.   It states:

     e) A division of fee between lawyers who are not in the
     same firm may be made only if:

          (1) the division is in proportion to the services
     performed by each lawyer or, by written agreement with
     the client, each lawyer assumes joint responsibility for
     the representation;

          (2) the client is advised of and does not object to
     the participation of all the lawyers involved; and

          (3) the total fee is reasonable.




     5
      On remand, OGM will be allowed to pursue this defense. If
the factfinder determines that the parties never agreed to share
fees in the Greer and Ambrose cases, then the issues regarding
compliance with MLRPC 1.5(e) will become moot.

                                13
Under Maryland law, the MLRPC “constitutes an expression of public

policy having the force of law.” Post v. Bregman, 707 A.2d 806, 816

(Md.   1998).    MLRPC   1.5(e)   “is   not   limited   to   disciplinary

proceedings.    It may extend to holding fee-sharing agreements in

clear and flagrant violation of Rule 1.5(e) unenforceable.”        Id. at

818.   A violation of MLRPC 1.5(e) is not, however, a per se defense

to the enforceability of a fee-sharing agreement.        Id. at 819.    A

court may not invalidate a fee-sharing agreement merely because the

agreement fails to comply with all the requirements of MLRPC 1.5(e);

instead “[p]arties have the right to make their contracts in what

form they please, provided they consist with the law of the land;

and it is the duty of the courts so to construe them, if possible,

as to maintain them in their integrity and entirety.” Id. (quoting

Webster v. People’s Loan, Sav. & Deposit Bank, 152 A. 815, 817 (Md.

1931)).   Thus, instead of a per se defense, Rule 1.5(e) is “in the

nature of an equitable defense, and principles of equity ought to

be applied.”    Post v. Bregman, 707 A.2d at 819.       A court must not

declare invalid a fee-sharing agreement for violations “that are

merely technical, incidental, or insubstantial or when it would be

manifestly unfair and inequitable not to enforce the agreement.”

Id.    When a party raises this defense, the court must review the

totality of the circumstances to determine whether (1) MLRPC 1.5(e)

has actually been violated and, if so, (2) whether seven specified




                                   14
factors militate in favor of declaring the agreement unenforceable.

Id.

      Based on this test, we must first decide whether the parties’

fee-sharing agreement violates MLRPC 1.5(e).          Under MLRPC 1.5(e),

an oral fee-sharing agreement is valid only if: (1) the division of

labor is in proportion to the services performed by each lawyer;

(2)   the   client   is   advised   of   and   does   not   object   to   the

participation of the lawyers who have agreed to share fees; and (3)

the total amount of attorneys fees is reasonable.           The third factor

is not at issue, because the parties agree that the total attorneys

fees in the Greer and Holtquist cases are reasonable.

      As for the first factor, whether the division of labor is

proportionate with the services performed by each lawyer, Sanders

contends that OGM deprived him of the opportunity to participate in

the cases when it disavowed the fee-sharing agreement and prohibited

him from working on the Greer and Holtquist cases.6            The argument

necessarily follows that OGM, as the breaching party, cannot assert

Sanders’ failure to perform approximately one-third of the legal

work on those two cases.      We agree.




      6
      Sanders also argues that he indirectly worked on the Greer
and Holtquist cases while he was working on the Ambrose case
because all three cases were similar. Even if we agreed that
Sanders worked on the Greer and Holtquist cases, there is no
evidence in the record showing that his participation was
proportionate with the agreed one-third fee.

                                    15
     Because Sanders recommended Mueller to the Greers and the

Holtquists, OGM agreed to share one-third of its fees with Sanders

and also agreed that Sanders would be allowed to work on the two

cases.   Because OGM thereafter repudiated the agreement, depriving

Sanders of the opportunity to perform any work on the two cases, OGM

is estopped from asserting that Sanders failed to perform his

required proportionate share of the work to satisfy MLRPC 1.5(e)(1).

See Parker v. Columbia Bank, 604 A.2d 521, 531 (Md. Ct. Spec. App.

1992) (Motz, J.) (stating that Maryland law “prohibits one party to

a contract from acting in such a manner as to prevent the other

party from performing his obligations under the contract.”); see

also Edell & Assocs., 264 F.3d at 444.

     The second factor is whether the client was advised of and did

not object to the participation of Sanders as a lawyer in the case.

In his deposition, Sanders testified that he told Mr. Greer that he

was working on his case.   Sanders also testified that he believed

he “must have discussed” the fact of his participation in the case

with Mr. Holtquist.   From this evidence, a reasonable jury could

find that Sanders informed the two clients that he would be working

on their cases.    Also, there is no evidence in the record that

either the Greers or Holtquists objected to Sanders’ participation.

     Thus, when viewed in the light most favorable to Sanders, a

reasonable jury could find that the fee-sharing agreement entered

into by OGM and Sanders did not violate either of the two factors


                                 16
in dispute. The evidence shows that a fee-sharing agreement existed

and that OGM’s breach of that agreement kept Sanders from performing

a proportionate share of the work to justify the one-third fee, so

that OGM is estopped from asserting otherwise.         The evidence also

shows that the Greers and Holtquists were informed of Sanders’

participation, and there is no evidence that they objected. Because

a reasonable jury could find that MLRPC 1.5(e) was not violated, the

district court’s grant of summary judgment in favor of OGM on

Sanders’ breach of contract claim must be reversed.

     Even if we were to find that the fee-sharing agreement violated

MLRPC 1.5(e), we would nonetheless reverse summary judgment because

there is evidence, when viewed in the light most favorable to

Sanders, that would make several, if not all, of the enumerated

factors of the equitable defense militate in favor of enforcing the

fee-sharing agreement.7      See In re Apex Express Corp. v. The Wise

Co., 190 F.3d 624, 636 (4th Cir. 1999)(reversing summary judgment

because   genuine   issues   of   material   fact   existed   relating   to

equitable defenses).    Once a court determines that the fee-sharing

agreement violates MLRPC 1.5(e), it must also consider the following

seven factors to decide, based on equitable principles, whether the

agreement should not be enforced:



     7
      Sanders also argues that the district court improperly placed
on him the burden of proof as to the equitable defense raised by
OGM. We leave this issue to the district court to decide in the
first instance on remand.

                                    17
     (1) the nature of the alleged violation, (2) how the
     violation came about, (3) the extent to which the parties
     acted in good faith, (4) whether the lawyer raising the
     defense is at least equally culpable as the lawyer
     against whom the defense is raised and whether the
     defense is being raised simply to escape an otherwise
     valid contractual obligation, (5) whether the violation
     has some particular public importance, such that there is
     a public interest in not enforcing the agreement, (6)
     whether the client, in particular, would be harmed by
     enforcing the agreement, and, in that regard, if the
     agreement is found to be so violative of the Rule as to
     be unenforceable, whether all or any part of the disputed
     amount should be returned to the client on the ground
     that, to that extent, the fee is unreasonable, and (7)
     any other relevant considerations.

Post v. Bregman, 707 A.2d at 819.     There is evidence, for example,

that would firmly establish the fourth factor -- perhaps the most

important of the seven factors -- in favor of Sanders.    The fourth

factor requires the court to consider “whether the lawyer raising

the defense is a least equally culpable [for the violation] as the

lawyer against whom the defense is raised and whether the defense

is being raised simply to escape an otherwise valid contractual

obligation.”    Id.   Sanders has produced evidence that OGM was at

least as culpable, if not more so, for the alleged violations of

MLRPC 1.5(e).   As for failing to inform the Greers and Holtquists

of Sanders’ participation, OGM had the same opportunity, if not

more, to inform them but declined to do so.     OGM was lead counsel

on the cases and had much more contact with the clients.     OGM had

a written contract with the Greers and the Holtquists, which

specifically allowed OGM to hire counsel to assist on the case.    A

reasonable factfinder could deem OGM more culpable than Sanders for

                                 18
failing to inform the clients about Sanders’ proposed participation.

As for the other alleged violation, the lack of proportionate work,

Sanders produced evidence that he was ready and eager to work on the

cases but OGM prohibited him from participating after the fee

dispute in Ambrose arose. Also, Sanders’ evidence suggests that the

main reason that OGM is now raising the equitable defense of MLRPC

1.5(e) is to keep it from having to pay Sanders the fees it promised

to pay him in the Greer and Holtquist cases. Because genuine issues

of material fact exist as to whether the seven factors militate in

favor of declaring the fee-sharing agreement unenforceable, the

district court’s grant of summary judgment must be reversed.    See

Edell & Assocs., 264 F.3d at 442-43 (“Of course, the nature of [the]

ethical considerations would require a jury to resolve factual

issues raised by those considerations before actually considering

the merits of the defense” of MLRPC 1.5(e)).



                                B.

     Last, we affirm the district court’s grant of summary judgment

on Sanders’ quantum meruit and unjust enrichment claims in the Greer

and Holtquist cases.   Sanders has failed to produce any evidence

that he worked directly on the Greer and Holtquist cases. Moreover,

although Sanders argues in a conclusory fashion that his work on the

Ambrose case would have benefitted the prosecution of the Greer and

Holtquist cases, he has failed to produce any concrete evidence that


                                19
his work on the Ambrose case would have had any direct relevance to

the specific issues and claims in the Greer and Holtquist cases.



                                 VI.

     For the foregoing reasons, we reverse the district court’s

grant of judgment as a matter of law in the Ambrose case and its

grant of summary judgment on the breach of contract claims in the

Greer and Holtquist cases.   We affirm the district court’s grant of

summary judgment in favor of OGM on Sanders’ quantum meruit and

unjust enrichment claims in the Greer and Holtquist cases.



                  REVERSED IN PART, AFFIRMED IN PART, AND REMANDED




                                 20
