                             PUBLISHED
                   UNITED STATES COURT OF APPEALS

                       FOR THE FOURTH CIRCUIT

                                                    February 28, 1997
                           ______________

                             No. 94-1011
                           ______________

                             O R D E R


In Re:    General Motors Corporation


     James E. Butler, Jr. represented numerous plaintiffs who

brought products liability actions against General Motors in

state and federal court.    One of these actions was Cameron v.

General Motors Corp., from which U.S. District Judge G. Ross

Anderson, District of South Carolina, recused himself. 1     As part

of his recusal order, Judge Anderson made certain factual

findings, including that a review of the documents in the case
revealed "a substantial likelihood that perhaps perjury and the

systematic destruction of documents involving gross misconduct by

General Motors' regional counsel occurred." 2    Holding that the

new factual findings were improper, in March 1994 we issued an

order stating, in pertinent part:      "[S]ection III of the recusal

order, as well as any other statements in the order relating to
the possible destruction of documents [or] perjury by [General



     1
       Cameron v. General Motors Corp. , 1994 WL 159408 (D.S.C.
Feb. 28, 1994).
     2
         Id. at *23.
Motors or its counsel] . . . are hereby stricken from the

[recusal] order and should not be hereafter cited as authority." 3
     Ignoring our ruling, Butler cited the stricken recusal order

passages during separate proceedings before a Georgia state court

and the U.S. District Court for the District of Kansas.     On

August 8, 1995, we found Butler in civil contempt of our earlier

order and awarded General Motors reasonable costs for its efforts

to correct Butler's misconduct. 4   We referred the matter to U.S.

District Judge Robert G. Doumar of the Eastern District of

Virginia for a determination of the proper amount to be assessed

against Butler. 5   Judge Doumar subsequently filed a report and

recommendation.

     We have carefully reviewed the report, Butler's objections

and General Motors' response.    In order to calculate the award,
Judge Doumar waded through the murky waters of legal billing.      We

find no error in his meticulous findings of fact or his

conclusions of law.
     As Judge Doumar notes, in a pun that bears repeating, if the

Butler did it, the Butler pays for it.    Butler may have had to

pay less, however, if he had not followed an ill-advised policy

of contesting each and every aspect of this contempt proceeding.

Judge Doumar recommends awarding General Motors $24,894.50 for

its legal costs in correcting the effects of Butler's misconduct,


     3
       Order of March 23, 1994 at 2-3 (quoted in In re General
Motors Corp., 61 F.3d 256, 275) (4th cir. 1995)).
     4
         General Motors, 61 F.3d at 259-60.
     5
         Order of September 11, 1995.
and $165,646.81 for its legal costs stemming from this contempt

proceeding.   Butler, of course, had the right to put on a

vigorous defense.   But in the aftermath of our decision to hold

Butler in contempt, a conciliatory stance on some issues would

have softened the blow of this order by reducing General Motors'

overall legal expenses.
    For the foregoing reasons, we adopt Judge Doumar's report

and recommendation in its entirety and award General Motors a

total of $190,541.31.

    With the concurrence of Judge Hamilton and Judge Williams,




                                          /s/
                              _________________________________
                              U.S. Circuit Judge Donald Russell




                                3
                     IN THE UNITED STATES COURT OF APPEALS

                               FOR THE FOURTH CIRCUIT


                                       _______________

                                         No. 94-1011
                                       _______________




IN RE: GENERAL MOTORS CORPORATION,



                                                               United States District Court for the
                                                   District of South Carolina, Columbia Division
                                                                   Civil Action No. 3-95-3236-16



                FINAL REPORT AND RECOMMENDATION UNDER SEAL



       This matter has been referred to the Court by the Fourth Circuit for a determination as to

the appropriate civil contempt amount that should be assessed against a lawyer, Mr. James E.

Butler ("Butler" or "Respondent"). The final response having been filed on May 20, 1996, this

case is ripe for decision. The Court DENIES Respondent's motion for an evidentiary hearing.

This Court recommends that Petitioner receive $18,897.50 for the harm caused by Respondent's

contempt in Moseley v. General Motors, $5997.00 for the harm caused by Respondent's

contempt in Cockrum v. General Motors, and $165,646.81 in attorneys' fees for this contempt

proceeding. Thus pursuant to the Fourth Circuit's directive, this Court recommends that
Petitioner be awarded a total of $190,541.31 against the Respondent, including attorneys' fees

through January 30, 1996.



                                                  PROLOGUE


                                                       Revenge is a kind of wild justice, which the more man's nature
                                                       runs to, the more ought law to weed it out.6




          The issues in this case have been so much like every case the Court has ever seen before,

and yet at the same time, its parts have been quite exaggerated, so that the entirety has been like

no other case over which the Court has presided. When all is said and done, however, the matter

is simply one of attorneys' fees: what actions did Butler's contempt reasonably force General

Motors' counsel to undertake, and what were the reasonable fees for General Motors ("GM") to

prosecute this action to right the scales.

          Likely typical of many federal district judges, the Court estimates that it passes on

between sixty and one hundred fee applications per year for attorneys representing indigent

criminal defendants and parties in civil rights cases.7 Thus the Court would further estimate that

the average federal judge in this district spends between five and ten percent of his or her time

considering and passing on applications for fee awards. The Court has become quite




   6
      Francis Bacon, "Of Revenge," Essays or Counsels, Civill and Morall (1625).
  7
   The Eastern District of Virginia, to which the undersigned is permanently assigned, is one of the few districts which
has no public defenders and relies upon panel attorney for indigent criminal representation, with the attendant fee
requests.

                                                           5
knowledgeable of the standards set forth in this Circuit in Barber v. Kimbrell's, Inc., 577 F.2d

216 (4th Cir.), cert. denied, 439 U.S. 934, 99 S. Ct. 329 (1978).

       At this point a little background of the present case would be instructive. Butler

represented numerous plaintiffs across the country in state and federal courts who sued GM after

accidents occurred in their C/K pickup trucks which resulted in gasoline tank explosions. The

discovery of certain information by plaintiffs' attorneys caused them to believe that young GM

attorneys, who have been derisively called by some individuals "fire babies," had destroyed or

hidden documents relating to GM's liability for those fires, or committed perjury relating to the

alleged destruction of documents. Judge Anderson was referring to these alleged incidents of

misconduct in Cameron. The Fourth Circuit thereafter struck that part of Judge Anderson's

order, yet Butler cited the stricken language on at least two occasions.

       Given that background, the present matter between Butler, one of the country's most

successful trial attorneys, and General Motors, one of the world's largest industrial corporation,

has posed no great problems for the Court at its most basic level, fees. Now that the Court has

finally come to the point where it may reach these most elemental questions, the Court can

honestly say that it has judged the fairness and equity, as well as the legal requirements, for each

and every task claimed by General Motors, and has reached what it believes is the most

appropriate outcome. It has read what it believed to be the pertinent portions of the transcripts in

various hearings as well as reviewed the documents as filed in all of the relevant cases. Looking

back on the process to get to this point, however, the Court also sees, with the perfect clarity that

hindsight affords, the exaggerations that have come to make this case so time-consuming. This

too may be whittled down to what the Court believes has created so much difficulty: hubris. The


                                                  6
resultant conflict between GM and its customers arising out of the truck fires put at issue literally

hundreds of millions of dollars in tort awards. Thus lawyers' fees in this vast expanse of

litigation would rise into the millions on both sides, and the parties in this action were the major

contestants. With enormous awards (and contingent fees), it is by no means an exaggeration that

these suits became personal to the lawyers involved. Each opponent felt it necessary to field an

army of attorneys. Thus the stage was set for the battles with Butler and his team of attorneys on

one side and GM's team on the other.

       It appears to the Court that at some point during all of this litigation, the attorneys chose

to attack each other personally. Though the Court does not doubt that the issue may have been

relevant to the plaintiffs' cases, it certainly made for better publicity and no doubt was used to

persuade GM to approach the bargaining table, regardless of whether GM believed the

allegations had any merit. Like the escalation during any war, when Butler and his team began

attacking the professionalism and ethics of General Motors' attorneys on a public and national

scale, General Motors felt that it had to defend itself and its lawyers by responding with a similar

attack on the plaintiff's main counsel, Butler. As counsel for GM stated at oral argument,

       the gravamen of the complaint [was] possible perjury, possible obstruction of
       justice. Your honor, that is an allegation of possible crimes. Quite apart from
       what impact that may have in product liability litigation, it goes to integrity, the
       integrity of the company, its 800 thousand men and women, and then the integrity
       of its outside lawyers. Some very fine lawyers from across the country. And let
       us not kid ourselves.... This was the battleground, the national battleground that
       Mr. Butler chose .... The stakes, your Honor, were [extra]ordinarily high because
       that was profoundly wrong. Profoundly wrong.




                                                  7
Transcript of January 30, 1996, hearing, at 53-54. Thus when Butler attacked General Motors'

counsel, GM responded and attacked Butler. In any war between attorneys, and this case has

been no exception, justice has a tendency to become obscured while personalities predominate.

       All of which brings us to the present action, in which Butler responded to GM's petition,

fighting every step of the way. In this Court he has seen fit to attack each and every item and

each and every ruling, including those of the Fourth Circuit which this Court must and will

follow. This tactic has often been referred to as the "Stalingrad Defense," named after the Soviet

defenders of that city during the German eastern offense in World War II--give up not a single

inch, and eventually the opposition may be beaten down into submission by not only the cold,

unforgiving winter, but also by the sheer tenacity and persistence of the defenders. What was

obvious was that the opponents here came in with such large numbers of attorneys that the Court

was concerned, by virtue of the number of participants, whether the battle was to be physical

rather than verbal. Although nothing of that nature appeared at oral argument, the distrust was

evident.



                                       Chapter I: The History

                                                   Truth often suffers more by the heat of its defenders than from
                                                   the arguments of its opposers.8




  8
   William Penn, Some Fruits of Solitude (1693).

                                                      8
         The Court has visited the history of these proceedings numerous times previously. Yet in

hopes of finding a clear and complete end in this Court, we struggle onward, "Once more unto

the breach, my friends, once more."9

         On September 14, 1994, GM commenced these proceedings before the Fourth Circuit by

moving the Fourth Circuit for an order requiring Butler's counsel to show cause why the Fourth

Circuit should not hold Butler in civil contempt for violating the Fourth Circuit's order of March

23, 1994 ("March 23rd Order").10 A hearing was held before the Fourth Circuit on October 20,

1994, and the Fourth Circuit issued an order and opinion holding Butler in civil contempt on

August 8, 1995 ("Contempt Order"). In re General Motors Corp., 61 F.3d 256 (4th Cir. 1995).

That order provides the basis for the proceedings in this Court.

         In February of 1994, the Honorable G. Ross Anderson of the District of South Carolina

entered an order recusing himself from further participation in Cameron v. General Motors Corp.

In his recusal order, inter alia, Judge Anderson made certain factual findings, including the

following statement:

         A review of the thousands of documents in this case including in camera reviews
         of documents for which an attorney-client privilege was asserted reveals a
         substantial likelihood that perhaps perjury and the systematic destruction of
         documents involving gross misconduct by General Motors' regional counsel
         occurred.




   9
    William Shakespeare, King Henry the Fifth, act III, sc. i (1600).
  10
   For a full and complete understanding of all of the proceedings to date and all arguments made by both parties, one
should review this order in conjunction with the Court's most recent order, signed April 26, 1996.

                                                          9
61 F.3d at 257.11 Because the Fourth Circuit believed that the new factual findings and legal

conclusions in Judge Anderson's recusal order were improper, the Fourth Circuit struck certain

portions of the recusal order. The Fourth Circuit's March 23rd Order stated in pertinent part:

        As a result, section III of the recusal order, as well as any other statements in the
        order relating to the possible destruction of documents [or] perjury by [GM or its
        counsel] ... are hereby stricken from the order and should not be hereafter cited as
        authority.

61 F.3d at 257 (quoting March 23rd Order, at 2-3) (emphasis added). Butler continued his

representation of other clients pursuing products liability actions against GM in other courts,

including two which are relevant here: a Georgia state court proceeding in Moseley v. General

Motors Corp. (No. 90-V-6726, Sup. Ct., Fulton County, Ga.), and a proceeding in the United

States District Court for the District of Kansas in Cockrum v. General Motors Corp. (No. 93-

1180-MLB, D. Kan.).

        In a brief filed in Cockrum on April 1, 1994, Butler cited the stricken language from

Judge Anderson's recusal order and failed to state that such language had been stricken by the

Fourth Circuit in its March 23rd Order, but stated that the Fourth Circuit did not dispute Judge

Anderson's findings in that order. 61 F.3d at 257-58 n.1. Prior to the Fourth Circuit's March

23rd Order, Butler had moved for depositions of GM counsel, citing Judge Anderson's recusal

order. GM then moved for a protective order. Immediately after the Fourth Circuit struck Judge

Anderson's findings, GM filed a supplemental brief in support of its motion for a protective

order. In this supplemental brief, GM argued that the attorney depositions should be disallowed,

and called attention to and attached the Fourth Circuit's order of March 23rd. See Supplemental



  11
    The Honorable Charles H. Haden, II, took over the Cameron litigation subsequent to Judge Anderson's recusal.

                                                      10
Memorandum, filed March 23, 1994, attached as Exhibit D to Affidavit of Peter J. Daughtery.

The offending brief was filed on April 1, 1994, as a response to GM's supplemental brief, and

discussed both the Fourth Circuit's order and Judge Anderson's factual findings in the context of

responding to GM's supplemental brief, arguing that those underlying factual findings by Judge

Anderson had not necessarily been undercut. GM filed a reply brief, part of which took issue

with Butler's interpretation of the March 23rd Order. This was one incident of contempt of the

Fourth Circuit's March 23rd Order with which the Fourth Circuit took issue in the Contempt

Order.

         In Moseley, the Georgia Court of Appeals reversed a significantly-sized jury award

against GM resulting from a jury trial presided over by the Honorable Albert L. Thompson in

state court in Georgia. Butler was plaintiff's counsel in that case as well. One basis for the

reversal was that a certain deposition, arguably related to plaintiff's claim of document

destruction, was used at trial by plaintiff, but the deposed party was unavailable for cross-

examination by GM because of his death. General Motors Corp. v. Moseley, 447 S.E.2d 302,

307-08 (Ga. App. 1994). Thus the Moseley matter was before Judge Thompson to proceed to a

new trial, and the issue had come up in the autumn of 1994 as to whether there should be

additional discovery before the new trial. This is where the issue of attorney depositions was

raised by Butler. In a letter dated August 30, 1994, to Judge Thompson, the presiding judge in

the Moseley case on remand as well, Butler again quoted stricken language from Judge

Anderson's recusal order. The Fourth Circuit described this behavior as follows:

         In particular, [Butler] quoted the same language that this court had used in its
         order to exemplify the inappropriate findings included in Judge Anderson's order.



                                                 11
       In quoting the language, Butler also highlighted certain words that were not
       emphasized in Judge Anderson's original order....
               In the paragraph following the quoted language, Butler ... stated that Judge
       Haden in the Cameron case had "reinstated several of Judge Anderson's prior
       orders." ... Nowhere in Butler's letter did he state that this court had stricken the
       portion of Judge Anderson's order he quoted and had ordered that the portion
       should not be cited as authority.

61 F.3d at 257-58 (quoting Respondent's letter of August 30, 1994). Counsel for GM by letter

subsequently informed Judge Thompson of the specifics of the March 23rd Order by the Fourth

Circuit, and also advised Judge Thompson that Judge Haden had not reinstated the language

stricken from Judge Anderson's recusal order. Eventually, in December of 1994, Butler did

explicitly and personally formally inform Judge Thompson by letter of the Fourth Circuit order.

Id. This was the other, and more audacious, incident of misconduct with which the Fourth

Circuit took umbrage.

       The Fourth Circuit reviewed the above facts and then held in its Contempt Order of

August 8, 1995, that "GM has satisfied its burden of demonstrating by clear and convincing

evidence that Butler violated the specific and unequivocal commands of our order of March 23,

1994." Id. at 258. The Contempt Order then discussed the appropriate remedy, and found that a

compensatory sanction was appropriate, which generally "may not exceed the actual loss to the

complainant caused by the actions of Respondent, lest the contempt fine become punitive in

nature, which is not appropriate in a civil contempt proceeding." Id. at 259 (quoting In re

Tetracyclene Cases, 927 F.2d 411, 413 (8th Cir. 1991) (quoting N.L.R.B. v. Laborers' Int'l Union

of North America, 882 F.2d 949, 955 (5th Cir. 1989))). The Fourth Circuit's Contempt Order

concludes the following:




                                                12
                It is clear to us that GM has suffered a compensable loss. There is no
       question that GM was injured as a direct result of Butler's citation to Judge
       Anderson's recusal order in his August 30, 1994, letter to Judge Thompson and his
       brief filed in Cockrum. GM has expended considerable resources to correct or
       thwart the effects of Butler's blatant misconduct in the Georgia state court and the
       United States District Court for the District of Kansas. Unquestionably, Butler's
       letter of August 30, 1994, caused GM to incur a considerable expense to defend
       actions in other jurisdictions that were premised on findings and conclusions this
       court had stricken and specifically ordered Butler not to cite. As a result of
       Butler's contumacious behavior, GM is entitled to be compensated for its
       expenses germinating from Butler's misconduct in the Georgia state court and the
       United States District Court for the District of Kansas. Furthermore, GM is
       entitled to reasonable costs and attorney's fees for the contempt proceeding before
       this court.

61 F.3d at 259 (footnote omitted). In the footnote omitted from the above-quoted passage, the

Fourth Circuit rejected Butler's argument that civil contempt is inappropriate where the

underlying case in the Fourth Circuit, Cameron, had previously been settled. The Fourth Circuit

stated that "[w]ithout question, the harm suffered by GM ... was unredressed at the time the

Cameron case was settled, and, therefore, this contempt proceeding is not moot." Id. at 259 n.3.

Thus it is clear that the Fourth Circuit found significant injury to GM, yet the Fourth Circuit left

open exactly where and in what manner this harm occurred.

       The Fourth Circuit ordered GM to file a "summary of its expenses related to correcting

the effects of Butler's misconduct in the Georgia state court and the United States District Court

for the District of Kansas and its costs and attorney's fees for [the contempt] proceeding." Id. at

260. In its final footnote, the Fourth Circuit stated, "[i]f Butler has learned one thing from this

proceeding, we hope it is this: the portions of Judge Anderson's recusal order which we struck in

our order of March 23, 1994, are not to be cited as authority. We hope Butler will heed this

admonition." Id. at 260 n.5.



                                                 13
       As ordered by the Fourth Circuit, General Motors subsequently filed its "Summary of

Expenses" with the Fourth Circuit on August 28, 1995. The three-page summary expressly

excluded any costs or other expenses, but only included attorneys' fees relating to the three

matters to which the Fourth Circuit had referred: the contempt proceeding, Moseley and

Cockrum. The Summary broke down its requested total of $212,739.75 into matter, law firm,

number and level of attorney (or paralegal), dates worked and total number of hours worked by

each firm on each matter. The Summary further stated that if the Fourth Circuit desired, GM

would be willing to submit more detailed information in camera and under seal, as it claimed that

such detailed information was protected by the attorney-client privilege and the work product

doctrine, as well as the fact that Butler continued to represent other clients in pending lawsuits

against GM.

       Butler filed his opposition to GM's Summary with the Fourth Circuit on September 7,

1995. Butler argued that GM's Summary had no factual or legal support for the amounts

claimed, and that due process required GM to prove the fact, amount and causal nexus of the

injury GM suffered. If GM did not prove its actual losses, the sanction would be punitive, Butler

argued. Because GM's Summary did not identify specific tasks performed by any of the

attorneys, Butler claimed, it did not address the harm actually caused by Butler and therefore

could not be the basis for a civil contempt sanction. Butler further argued that due process

required more than in camera review as Butler must be allowed to challenge GM's claims. Butler

charged that there was prima facie evidence that no harm occurred in Moseley and Cockrum, and

that the civil contempt proceeding was an attempt by GM to harass Butler and discourage him

from aggressively representing his other clients against GM. Butler further stated that GM's


                                                 14
Summary failed to even satisfy the standards in the Fourth Circuit for attorney's fees requests,

citing Barber v. Kimbrell's, Inc., 577 F.2d at 226 & n.28.

         To support his arguments, Butler cited two examples of claims in GM's Summary which

were purportedly facially suspect. Butler argued that, aside from the fact that lawyers in the firm

of Kirkland & Ellis spent an extraordinary number of hours on the contempt proceeding alone

(472.5 hours), the average hourly rate (approximately $215) exceeded that of the normal charge

for both paralegals and associates. Butler's second example was that among the list of dates on

which attorneys from the law firm of Nelson, Mullins, Riley & Scarborough, L.L.P., worked on

the contempt proceeding were tasks performed in July, 1994, each more than a month prior to

Butler's letter to the Moseley court. Thus Butler argued that these days could not have been spent

on the civil contempt proceedings.12 Butler pointed to these alleged irregularities as two

examples of "facially suspect" claims and argued that an evidentiary hearing was necessary.

         Butler had also submitted to the Fourth Circuit a motion for an evidentiary hearing. This

motion raised most of the issues already discussed. It also raised a number of arguments against

any finding of harm to GM: for example, the Fourth Circuit could not presume that the Moseley

and Cockrum courts were misled by Butler. The motion also quoted a number of supporting

affidavits and declarations which purported to call into question any finding that these courts

were misled or that damage occurred. Finally, Butler argued in the motion that GM claimed

attorneys' fees in Moseley for dates predominantly after GM's counsel submitted a letter to the

Georgia court in Moseley which notified that court of Butler's "misstep." If GM counsel's letter



  12
     It is noted that this Court in this opinion has awarded a total of 3.1 hours for associate research which was utilized
in this case where the research occurred prior to the Moseley letter. See, infra, objection 16.

                                                           15
was successful, Butler argued, GM could not show what these attorneys were "correcting,"

because there was nothing left to correct. The motion requested a referral to an appropriate

district court for an evidentiary hearing.

       GM responded by arguing that the issue of whether harm had occurred was already

decided in GM's favor by the Fourth Circuit in its Contempt Order, and therefore was foreclosed

by the law of the case. GM also argued that the Fourth Circuit was eminently capable of

determining the amount of GM's loss, and therefore a referral of the matter to a district court and

an evidentiary hearing would be unnecessary and wasteful. GM further cited authority

supporting its claim that GM's detailed legal bills were covered by the attorney-client privilege

and/or the work product doctrine. Finally, GM argued that Butler's due process rights were not

violated by the proceedings in the Fourth Circuit. Thus GM concluded that the Fourth Circuit

was capable of and should determine GM's compensable losses, making remand and an

evidentiary hearing inappropriate and unnecessary. GM restated its willingness to provide

additional information to the Fourth Circuit via in camera review.

       On September 11, 1995, the Fourth Circuit addressed Butler's request for a more

complete justification of GM's charges, and for a reasonable opportunity to respond to GM's

justifications. Fourth Circuit's September 11th Order ("Referral Order"), at 1. The Fourth

Circuit stated the following in its Referral Order:

               After due consideration, we do hereby refer the petition of General Motors
       for review and determination of the proper amount to be assessed against the
       respondent under the contempt decision ordered by us herein to United States
       District Judge Robert G. Doumar ..., with all the power and prerogative incident to
       such assignment.
               The motion of respondent for extension of time for responding to the
       petition of the petitioner General Motors for the assessment of proper charges


                                                 16
          against the respondent Butler is also referred for decision by Judge Doumar. In
          the meantime, the time for filing his objections to the charges by the respondent is
          extended from September 7, 1995, with authority in Judge Doumar to fix the time
          for filing Butler's response to General Motors' proposed charges herein.

The Fourth Circuit did not directly address Butler's motion for an evidentiary hearing, but instead

referred the matter to a district court as requested by Butler.

          This Court ordered, on September 28, 1995, each party to submit relevant materials in

camera and under seal. Each party complied with the Court's order. Butler then moved for an

order compelling the production of the settlement agreements between General Motors and the

plaintiffs in the Moseley and Cockrum cases. The motion for an order compelling production of

the settlement agreements was denied on numerous grounds, but primarily because the Court

could not contemplate a single theory of relevance of those settlement agreements to the present

matter which would not have raised serious and immediate concerns over Butler's ethical conduct

in counselling his clients to agree to those settlements. See Opinion dated December 12, 1995.

          After receiving the initial wave of briefs in camera from the parties, the Court decided

that each party should be able to hear and respond to the arguments raised by the other. The

Court therefore ordered the parties to brief the issues according to a briefing schedule set by the

Court and, further, to reply to interrogatories developed by the Court to focus on the heart of the

present matter. GM was ordered to put forth its arguments on privilege and work product, and to

restate its claimed expenses so that Butler would have the opportunity to respond. Butler took

advantage of this opportunity to raise the issues of due process, waiver, and the propriety of the

contempt sanction. GM in turn was given the opportunity to reply to Butler's arguments on these

issues.



                                                   17
       As the Court has stated, the interrogatories were drafted and ordered to focus the parties

on the issues that the Court believes are key to the determination of the amount of harm caused

by Butler by his misconduct in Moseley and Cockrum. GM was ordered to respond to the

following interrogatories:

       1.      GM claims that Butler's letter to Judge Thompson in Moseley, despite GM's
               immediate response letter, caused that court to sua sponte order the deposition of
               certain GM counsel, and has claimed that Butler's letter was the only support in
               the record for such an order. What was the result of GM's responses to Butler's
               letter, i.e., was GM counsel ultimately deposed? Further, what filings, motions,
               etc., were precipitated by Butler's misconduct in the Moseley court?

       2.      GM alleges that the brief in Cockrum referred to the stricken language as a
               "judicial finding" of misconduct by GM attorneys. What filings, motions, etc.,
               were precipitated by Butler's misconduct in the Cockrum court?

Butler was ordered to answer the following interrogatory:

       1.      What support in the Moseley record was there for the order deposing GM
               counsel?

       The Court then held oral argument on Respondent's motion for an evidentiary hearing at

Norfolk, Virginia on January 30, 1996. There counsel for Butler conceded that the hourly rates

charged by General Motors' outside counsel were reasonable. Thus eliminated as an issue in this

case are the reasonableness of those hourly rates. The Court also attempted, by referring the

parties to a meeting with United States Magistrate Judge Tommy E. Miller, to have the parties

work out a settlement of the matter. Though the undersigned took no part in and never was privy

to those discussions, it was clear when the parties returned to open court before the undersigned

that no settlement was possible. The Court surmises that the issue had become at that point, and

remains so today, one of pride for the parties involved.




                                                18
       Subsequent to oral argument, the Court ordered GM to submit its actual bills relating to

its claimed expenses in camera and under seal, and include a section proposing certain materials

which would be transmitted to Respondent so that Respondent could fairly attack the validity of

any claims made by GM. With respect to the actual bills, the Court ordered GM to disclose

whether GM received any discounts or paid any premiums for the work done by its outside

counsel, so that Butler would only be required to pay for costs actually incurred by General

Motors. GM submitted certain bills, as well as the detailed expenses of the work performed in

the contempt proceeding in this court (which had not previously been submitted), and the

proposed submission. The Court ordered GM's proposed submission to be transmitted in full to

Respondent under seal and pursuant to a protective order, and ordered all subsequent filings be

covered by such protective order.

       The Court then afforded Respondent an opportunity to reply to GM's detailed submission,

stating that Respondent must "respond in the form of objections to particular tasks or particular

dates, and [to submit] any documentary evidence that Respondent reasonably believe[d could]

rebut these charges." Order of March 5, 1996, at 2. Butler responded to the Court's directive.

He listed numerous general and specific objections, but nowhere attended to the second part of

the Court's order, to submit further evidence. See "Respondent James E. Butler's Response to

Petitioner's 'Tab E' Submission," dated April 1, 1996, and "Respondent James E. Butler's

Response to the Court's Order of April 26, 1996," dated May 8, 1996. In fact, Butler expressly

stated that "[a]ll of the documentary evidence on which Respondent relies herein is already on

file with the Court." "Respondent James E. Butler's Response to Petitioner's 'Tab E'

Submission," dated April 1, 1996, at 2 n.2. Thus no other evidence need be submitted. Butler


                                                19
also again raised his motion for an evidentiary hearing, argued that his due process rights would

be violated if the Court awarded GM any amount, and did in fact object to a few specific items

claimed by GM. GM replied by responding to each of Butler's objections. But evidently the

evidentiary hearing requested by Butler was to be without evidence. Clearly whether the tasks

were actually performed by GM's counsel is not contested, but merely whether they were

sufficiently related to the present matter. All the necessary information has been provided to

address this particular issue. There is nothing that would be provided by any evidentiary hearing

other than for a few hours of bickering.

       Subsequent to Respondent's response, the Court reviewed and compared GM's in camera

submissions to the detailed submission that was transmitted to Respondent. Because the Court

found that a small number of the detailed descriptions left out information that remotely might

have aided Respondent in making objections to those particular tasks, the Court offered GM a

choice: withdraw the particular items or resubmit to Respondent the full descriptions as

submitted to the Court in camera. The Court had reviewed the tasks and found that certain task

descriptions were not fully explanatory in what they entailed and requested further information.

In a separate part of that order, the Court found that the detailed fee information at issue was

covered by both the attorney-client privilege and the work product doctrine. The Court further

found, however, that GM had waived these protections insofar as the Moseley and Cockrum

matters were concerned by bringing this action in the Fourth Circuit. The Court resolved the

issue by finding that the waiver was limited to only that information necessary for Respondent to

make adequate objections to particular tasks, did not apply to the names of particular attorneys

performing work or the rates charged for each, and did not affect the protective order previously


                                                 20
imposed to cover all of the relevant material. Where objections were made, the Court read

pertinent portions of the actual transcripts and documents.

       GM answered the Court's most recent order by withdrawing its claims to amounts

represented by the tasks which the Court had identified as requiring further explanation. Butler

subsequently responded with general objections covering the entire proceeding, as well as

specific objections to each item claimed by GM. GM has now replied to these general and

specific objections. Each party's arguments on what occurred in Moseley and Cockrum can now

be briefly summarized.

       In Cockrum, Butler argues that he withdrew the motion for attorney depositions before

the Court there acted upon the motion. Thus he contends that the judge in Cockrum never had

any opportunity to be, and could not have been, influenced by the brief. Furthermore, Butler has

argued that only three of the thirty-three pages of GM's reply brief addressed Butler's contempt,

thus GM's request for over $50,000.00 in fees is patently unreasonable. GM has responded by

arguing that the actions of the tribunal in Cockrum is not the issue. Rather, the issue is what

actions were GM counsel forced to undertake in response to Butler's brief. GM claims that the

brief in reply was necessary and reasonable, stating the national impact of an unfavorable ruling,

given the attacks on the integrity of GM and its counsel.

       As for Moseley it is clear that Butler's letter on August 30, 1994, to Judge Thompson of

the Georgia state court caused at least one initial response by GM, which included the Frank

Jones letter of September 2. GM further argued, however, that despite the response letter,

Butler's initial letter caused the Georgia tribunal to order, on October 4, 1994, the depositions of

various GM counsel. GM claimed that there was no support in the record for such an order, and


                                                 21
more importantly, there had never even been a motion by Butler, plaintiff's counsel, for such an

order. Thus GM argued that the only support for this arguably "sua sponte" order was Butler's

letter citing the language of Judge Anderson which was subsequently stricken by the Fourth

Circuit. In response to this allegedly drastic and out-of-the-ordinary order, GM argued that it was

forced to spend tens of thousands of dollars to prevent these depositions from occurring by

moving to vacate the October 4th order and moving for numerous protective orders, as well as

drafting a writ of mandamus, which was never filed. GM claimed that the precedential value of

enforcement of such an order would have had national impact upon GM, thus a quick and

thorough response was required.

        In rebuttal, Butler presented the affidavit of Judge Thompson's law clerk at the time,

Monique Walker. She stated that she worked on the Moseley case and that she personally

received both Butler's letter of August 30th and GM's letter of September 2nd while Judge

Thompson was on vacation. When the judge returned on September 6th, she stated that he

received them both at the same time from her. She also stated that the judge received a copy of

the Fulton County Daily Report, and in her experience he read it daily. The September 1, 1994

Daily Report's main headline was "Butler Wins Right to Depose GM Lawyers" which discussed

Judge Haden's order, as well as the Fourth Circuit having stricken the findings of Judge

Anderson. Butler argued that this information showed that Judge Thompson had no opportunity

to be misled by Butler's letter.

        Butler also produced the affidavit of Lee Tarte Wallace, an attorney in Butler's firm, who

stated that he was at a hearing on September 8th before Judge Thompson in the Moseley matter

prior to Judge Thompson's order to depose counsel, and stated that no one mentioned Butler's


                                                22
reference to the stricken findings. Butler argued that this showed that GM's counsel must have

believed that Butler's misconduct had been adequately cured by its earlier letter. Attached to

Wallace's affidavit were copies of numerous newspaper articles reporting on Judge Anderson's

findings, as well as the Fourth Circuit's striking of those findings.

        GM replied that the issue is "whether it was reasonable for GM to conclude that Butler's

letter inflamed Judge Thompson against GM, notwithstanding GM's response to Butler's letter."

Thus GM contended that its subsequent filings were intended to set the record straight. GM also

stated that it did not claim all of its fees in responding to Judge Thompson's order, but limited its

claim to the narrower issue of Butler's misconduct.

        The Court is finally satisfied that all of the necessary evidence has been presented,

through the transcripts and documents file herein by all parties, and determines that any more

argument would be redundant and wasteful. Respondent's motion for an evidentiary hearing is

therefore ripe for decision.



                   Chapter II: Must We Have an Evidentiary Hearing?

                                                   The voice of the intellect is a soft one, but it does not rest until it
                                                                          13
                                                   has gained a hearing.




        Butler has ample information to attack the claims of harm and effect submitted by

Respondent, yet Butler continues to argue that due process requires a formal evidentiary hearing

and other procedural safeguards. He cites International Union, UMWA v. Bagwell, 114 S. Ct.



  13
    Sigmund Freud, Future of an Illusion 93 (W.D. Robson-Scott trans., 1949) (1928).

                                                      23
2552 (1994) for this proposition. In Bagwell, the Supreme Court stated that civil contempt

proceedings leave the offended judge solely responsible for identifying, prosecuting,

adjudicating, and sanctioning the contumacious conduct, and therefore should be closely

scrutinized. Id. at 2561. The Court explicitly stated, however, that it was not discussing

compensatory sanctions, which are the issue here. Id. at 2563. Furthermore, the steps of

"identifying," "prosecuting" and "adjudicating" have already been performed by the Fourth

Circuit in this case. Respondent is reminded that we are here only having been directed to

address GM's expenses related to correcting the effects of his misconduct and to award

reasonable attorney's fees in this proceeding.

       Butler also points to Hathcock v. Navistar, 53 F.3d 36 (4th Cir. 1995), to support his

position that due process requires an evidentiary hearing in this matter. In Hathcock, the Fourth

Circuit was addressing contempt under Rule 37 of the Federal Rules of Civil Procedure,

however, which deals exclusively with discovery abuses. There the Court recognized that a Rule

37 fine is effectively a criminal contempt sanction, requiring notice and an opportunity to be

heard. 53 F.3d at 42. Thus the case is inapposite to the one sub judice. Similarly, Butler cites

Roadway Express, Inc. v. Piper, 447 U.S. 752, 100 S. Ct. 2455 (1980), for the statement that

"attorney's fees certainly should not be assessed lightly or without fair notice and an opportunity

for a hearing on the record." 447 U.S. at 766-67, 100 S. Ct. 2464. However, this statement also

arose in the context of a fee award as a sanction for discovery abuses under Rule 37, therefore by

definition (in the Fourth Circuit, at least,) was criminal in nature. 447 U.S. at 763-765, 100 S.

Ct. 2464-65. See also McFarland v. Gregory, 425 F.2d 443, 449-50 (2d Cir. 1970) (same).




                                                 24
       Butler next argues that Allied Materials Corp v. Superior Prods. Co., 620 F.2d 224 (10th

Cir. 1980), shows that the impending sanction against Butler requires more process than that

already provided. In Allied Materials, the Tenth Circuit vacated a $12,000 compensatory

contempt award that was based on vague and self-serving oral testimony of the complainant. Id.

at 227. The only evidence of the damage before the court was the testimony of the injured party,

who stated that the costs were "probably" ten or twelve thousand dollars, but definitely at least

seven thousand. The district court had relied on this testimony to assess a $12,000 civil

compensatory contempt sanction. The Tenth Circuit found the $12,000 award too speculative,

and allowed complainant a choice of accepting a reduced award to $7000 or to retry the harm

issue on remand. Id. at 226-27. It is therefore not helpful to Respondent that in Allied Materials,

the Court would have affirmed an award based almost exclusively on the speculative and

admittedly inexact oral testimony of the injured party. Id. at 227. Respondent has failed to show

that due process requires any more than that already provided in these protracted proceedings.

       GM certainly bears the burden of proving both the fact and the amount of its losses as

well as how Butler's conduct proximately caused those losses. Buffington v. Baltimore County,

913 F.2d 113, 135 (4th Cir. 1990), cert. denied, 499 U.S. 906, 111 S. Ct. 1106 (1991) (stating

that such a fine compensates the victim for losses they incurred as a result of the violation of the

duty). If GM is not held to this burden, the fine imposed would become criminal in nature rather

than civil. See In re Kave, 760 F.2d 343, 351-52 (1st Cir. 1985) (holding that where a fine is not

determined to be the reasonable costs for losses caused, the fine is punitive in nature). This

Court has already held that GM must show such a causal connection, and this order holds GM to

this burden.


                                                 25
       In Commodity Futures Trading Commission v. Premex, Inc., 655 F.2d 779 (7th Cir.

1981), the Seventh Circuit held that "the refusal to grant a full evidentiary hearing did not

constitute a due process denial where the documentary evidence presented ... was more than

sufficient to establish contemptuous conduct." Id. at 782 n.2. In that case, the lower court

determined its award based on affidavits as to the number of hours expended and the related

hourly rate. Id. at 786. Similarly, in Morales-Feliciano v. Parole Bd. of the Comm. of P.R., 887

F.2d 1 (1st Cir. 1989), cert. denied, 494 U.S. 1046, 110 S. Ct. 1511 (1990), the First Circuit held

that a matter can adequately be "heard" on the papers submitted to the Court if, given the nature

and circumstances of the case, the parties had a fair opportunity to present relevant facts and

arguments to the court, and to counter the opponent's submissions. Id. at 6-7. The procedures in

this Court fall well within that envisioned in Premex and Morales-Feliciano. No more process is

due.

       The Court has afforded Respondent numerous opportunities to state exactly why an

evidentiary hearing is necessary; not in the abstract, amorphous principles of due process, but

rather precisely what witnesses Butler believes he would need to call or what evidence would

need to be produced. He has identified not a single individual whose live testimony would aid

the Court's decisional process. The Court also afforded Respondent every opportunity to put

forth documentation and other written evidence which would rebut GM's claims. He has put

forth a few affidavits, which have been discussed above, and identified certain documents in

response to the Court's interrogatory. However, Butler stated that all of the information upon

which he relies is already before the Court and has failed to identify any other type of evidence

necessary. Once the sun burns through the fog of Respondent's persistent arguments supporting


                                                 26
his demand for an evidentiary hearing, we are left with only one conclusion: "there is no there

there."14

        When taken to task, however, Butler was forced to concede this issue. At oral argument,

the Court specifically laid out the procedure it would follow with respect to the materials being

transmitted to Butler, Butler then having the opportunity to present any documentary evidence of

his own. The Court addressed whether there remained any need for an evidentiary hearing in the

following colloquy with one of Respondent's lawyers, James Crockett:

        THE COURT: All right. Now, Mr. Crockett, let me ask you a couple of
        questions. Is there any reason we couldn't submit all of this in documents rather
        than having a hearing itself?

        MR. CROCKETT: That strikes me as eminently reasonable if after I've seen
        whatever [GM's] submission is. There is always that wild card out there, that I
        didn't see that one coming.

Tr. at 70. Butler now has everything he needs to contest GM's claims, and Butler has pointed out

no "wild cards" which would require an evidentiary hearing. Though Respondent in his latest

filings has retreated from the position taken by Mr. Crockett, his counsel's concession was well-

taken and accepted. Butler has failed to inform the Court of any documentary or testimonial

evidence that the Court might still need to hear or read before making its determination.

Moreover, further hearings would unnecessarily cause greater expenses for both parties without

eliciting anything which would aid in the determination of the issues. Any more evidence would

be merely cumulative, and there has been no showing that it would benefit anyone, except for the

entertainment of the participating advocates.




  14
    Gertrude Stein, Everybody's Autobiography 289 (1937).

                                                     27
        One more argument of Respondent's must be put to rest. Respondent has consistently

objected to the allegedly "irregular" manner in which this matter has been handled, claiming that

the law "disfavors" in camera proceedings. However the Court, in making its determinations

detailed below, has relied exclusively upon the information that was ultimately provided to

Respondent (except for particular names, billing rates, and descriptions of discounts, facts which

either have been conceded by Respondent or to which Respondent has put forth no claim of

need). Contrary to Respondent's assertions, the award for GM is not based on "in camera"

proceedings, but solely upon the evidence presented openly to the Court and to Respondent and

about which each side had more than enough opportunity to argue. Nothing more is required.

See Premex, 655 F.2d at 782 n.2; Morales-Feliciano, 887 F.2d at 6-7. Respondent's motion for

an further evidentiary hearings is therefore DENIED.




                                     Chapter III: General Issues

                                                    And do as adversaries do in law,
                                                    Strive mightily, but eat and drink as friends.15




  15
    William Shakespeare, The Taming of the Shrew act I, sc. ii (1594).

                                                       28
         The Court will now address the issue that it was asked to determine over ten months ago.

The Court first addresses in Chapter IV Respondent's most recent set of general and specific

objections. The Court will then divide its awards into two parts, as contemplated by the Fourth

Circuit--Chapter V covers the harm caused by Butler's misdeeds in Moseley and Cockrum, and

Chapter VI covers the reasonable attorneys' fees for the contempt proceeding.

         As the Court has stated previously, the decision the Court must make is different in each

of these contexts. In the former, the Court need not directly address the reasonableness of the

outside counsel's bills to GM. Rather, the issue in the context of the harm caused by Butler is

only whether GM was reasonable in responding through its attorneys to Butler's actions in the

way so claimed. Thus the Court need only look at the particular tasks, determine if they were

indeed caused by Butler and a foreseeable result of his behavior, and determine if the task was a

reasonable response. Given Butler's concession that the hourly rates charged were reasonable

and the tasks performed, once the Court determines for which tasks (or portions thereof) GM

may recover, the calculation will be relatively simple: what did GM pay for that task (or portion

thereof)? In regard to this, the Court must determine if any premiums or discounts were applied

to GM's bills. The Court is aware of two discounts, which the Court addresses where

appropriate. Thus, other than those discounts, the amounts claimed by GM in its submission are

factually accurate representations of what GM actually paid. GM will therefore be reimbursed

after-the-fact, i.e., for those recoverable tasks for which Butler is responsible that have already

been performed and billed. (Of course, in the interest of crossing every "t" and dotting every "i",

the Court will address GM's claims in Moseley and Cockrum in light of the Barber factors as

well.)


                                                 29
       As stated above, the costs of the contempt proceeding must be approached in a different

and more traditional manner. This is so because, especially as to those costs incurred by GM

after the Fourth Circuit stated that GM would recover its attorneys' fees, there is a greater risk of

bill inflation as the "reimbursability" is known before most of the work is performed and billed.

Yet, per the Fourth Circuit order, this Court must recommend an award for attorneys' fees. The

point here is that the Court will address the harm caused by Butler and the costs of these

proceedings as two separate matters requiring the Court to focus on different facts and

circumstances.

       The Court will first address some preliminary issues before embarking upon the difficult

task of determining what actions by GM attorneys were caused by Butler's misconduct. Butler

has continued to attack the findings of the Fourth Circuit that GM suffered damage as a result of

Butler's misconduct in Moseley and Cockrum. The "law of the case" doctrine is clear that this

Court cannot and will not revisit that issue. United States v. Bell, 5 F.3d 64, 66 (4th Cir. 1993)

(stating that the doctrine "compels compliance on remand with the dictates of a superior court

and forecloses relitigation of issues expressly or impliedly decided by the appellate court").

Butler did cause harm by his behavior in Moseley and Cockrum. See In re General Motors, 61

F.3d at 259 ("It is clear to us that GM has suffered compensable loss."). Given this Court's

interpretation of the Contempt Order, however, the Court is not simply required by the terms of

that order to find that harm resulted in the Moseley and Cockrum cases themselves. So stated,

the Court is addressing the issue of exactly in what manner GM was harmed with a clean slate.

       Respondent has also raised the issue of the level of proof GM must satisfy to prove its

damages now that contempt has been found by the Fourth Circuit. There is a split of authority on


                                                 30
what formulation the trial court must utilize in determining the fact and amount of particularized

damages in compensatory civil contempt, once contempt itself had been found by clear and

convincing evidence. The D.C. Circuit noted the split, without deciding the point, in N.O.W. v.

Operation Rescue, 37 F.3d 646, 662 (D.C. Cir. 1994) (finding the proof satisfied either standard).

The Seventh Circuit, as applied in the Federal Circuit, has required damages be proved only by a

preponderance of the evidence, once the fact of contempt is proven by clear and convincing

evidence. Graves v. Kemsco Group, Inc. 864 F.2d 754, 755 (Fed. Cir. 1988). See also Select

Creations, Inc. v. Paliafito America, Inc., 920 F.Supp. 1251, 1258 (E.D. Wis. 1995). But see

Nelson Tool & Machine Co. v. Wonderland Originals, Ltd., 491 F. Supp. 268, 269 (E.D. Pa.

1980) (applying the clear and convincing standard to proof of damages). The Court holds that

the "preponderance" standard for proof of damages in this case is more appropriate and will

apply that standard here. Since the Fourth Circuit has already found by clear and convincing

evidence that harm has occurred, the damages issue should be treated no differently that any

other run-of-the-mill civil action or fee application, of which the Court has seen scores.

       Finally, GM need not prove that the actions it took in Moseley and Cockrum were solely

caused by Butler's contumacious behavior. It is a common principle of tort law that where more

than one action or party each was a contributing cause of subsequent damage, liability may be

imposed on the wrongdoer if the intervening acts or final result were foreseeable to the wrong-

doer. See Westfarm Associates Ltd. Partnership v. Washington Suburban Sanitary Comm'n, 66

F.3d 669, 687-88 (4th Cir. 1995) (interpreting Maryland law). See also Hill v. York County

Sheriff's Dep't, 437 S.E.2d 179, 182 (S.C. Ct. App. 1993) (defining actual cause by the "but for"

test and proximate cause by "foreseeability"). Thus where it is not totally clear what one piece of


                                                 31
information may have been the proverbial straw causing the Moseley court to permit depositions

of GM counsel, for example, as long as this Court finds that Butler's contumacious behavior

significantly contributed to the decision, and that such a result was foreseeable when Butler acted

improperly, Butler may fairly be held accountable for any damage proximately caused by the

Georgia tribunal's order. See In re General Motors, 61 F.3d at 259; Apex Foundation Sales, Inc.

v. Kleinfeld, 27 F.3d 931, 936 (3d Cir. 1994) (utilizing under similar circumstances the phrase

"sufficiently specific nexus" in reviewing the district court's findings of compensable harm

caused by civil contempt).16 Because this is one issue that has not been squarely addressed by

either party, although each had innumerable opportunities to do so, the Court will place each task

related to Moseley and Cockrum into one of three categories: solely proximately caused by,

contributorily caused by, or not caused by, Respondent's contempt. In some cases, this Court has

reduced the hours on certain tasks claimed commensurate with what it finds would be an

objectively reasonable time to necessarily expend in seeking solutions to Respondent's

contumacious conduct. The amount of loss in this matter will be calculated by combining the

first two categories subject to reductions for what the Court finds not to have been adequately




   16
     The Court also notes that a civil compensatory sanction need not always be dependent upon proof of actual loss.
Manhattan Indus. Inc. v. Sweater Bee by Banff Ltd., 885 F.2d 1, 5 (2d Cir. 1989), cert. denied, 494 U.S. 1029, 110 S.
Ct. 1477 (1990). Thus where a "harm" amount is difficult to calculate, a court is wholly justified in requiring the party
in contempt to disgorge any profits it may have received that resulted in whole or in part from the contemptuous conduct.
Although the Court in this matter does find that the harm
"caused" is reasonably determinable, had it not found so, a finding that Butler's conduct was at least in part the cause
of the settlement of the Moseley case, for example, might have warranted disgorgement of all or part of Butler's fees
resulting from that settlement (which in this case might have amounted to millions). See Colonial Williamsburg
Foundation v. Kittinger Co., 797 F.Supp. 1397, 1407 (E.D. Va. 1992), aff'd, 38 F.3d 134, 138 (4th Cir. 1994) (affirming
district court's order disgorging defendant's profits resulting from contempt and affirming award of $361,067.01 in
additional attorney's fees and costs). The Court here need not find that Butler's contempt in part caused the ultimate
settlement of the Moseley matter. The Court merely notes that such a result would not be outside of the Court's
discretion, nor without logical or precedential support.

                                                          32
shown to be related. Then the Court will calculate the reasonable attorneys' fees for these

proceedings through January 30, 1996 and recommend awarding these to GM as well.




                    Chapter IV: Obstinacy and the Stalingrad Defense

                                                   Because half a dozen grasshoppers under a fern make the field
                                                   ring with their importunate chink, whilst thousands of great
                                                   cattle, reposed beneath the shadow of the British oak, chew the
                                                   cud and are silent, pray do not imagine that those who make the
                                                   noise are the only inhabitants of the field; that, of course, they
                                                   are many in number; or that, after all, they are other than the
                                                   little shriveled, meager, hopping, though loud and troublesome
                                                                       17
                                                   insects of the hour.




        The Court will now outline Respondent's general objections to GM's claims as outlined in

Respondent's most recent filing. Respondent's first general objection is that it would be

"inappropriate for this Court to grant any award to GM without first granting Respondent access

to and an opportunity to challenge the actual evidence on which that award would be based." As

a result of the Court's most recent ruling, however, it is abundantly clear that the Court's award to


  17
    Edmund Burke, Reflections on the Revolution in France (1790) (emphasis in original).

                                                      33
GM is based solely on materials to which Respondent has had total access, and to which

Respondent has been given ample opportunity to respond. Furthermore, Respondent has

completely failed to put forth any arguments or point to any evidence which would require

delaying this final decision so that other evidence may be put forward. This objection therefore

has no basis and is overruled.

         Respondent's second objection is that GM has failed to prove a "causal nexus" between

Respondent's conduct and GM's claimed harms. The Court will address this objection with

respect to each particular task.18 Respondent further objects to his opposition to the Court's

reading of the Fourth Circuit order finding Butler in contempt. Respondent's argument

notwithstanding, the Court has not read that order more broadly than necessary; it has given each

line in the order its natural meaning and at the same time ascribed to the Fourth Circuit an intent

not to do the unreasonable. The Fourth Circuit could not have intended to tie this Court's hands

by finding certain specific reactions by GM were "caused" by Butler's misconduct. The Fourth

Circuit recognized that lengthy and detailed analysis of fairly complicated facts were required

before such determinations respecting causation were made, thus the Fourth Circuit referred the

matter to this Court. Furthermore, the Court indeed may have been offering Respondent a

"Hobson's choice" in suggesting that an evidentiary hearing at this point might be cause to allow

GM to raise claims for additional harms. However this choice was certainly of Respondent's




    18
       The Court will only address those objections which it determines has any arguable merit with respect to any
particular task. Furthermore, many of the specific objections are redundant and have been addressed globally, prior to
the discussion of any particular task. Thus the Court need not respond to every objection
raised by respondent when addressing each particular task. Though the Court has made every effort to be thorough,
explicitly addressing upwards of ten objections for each of the nearly 400 tasks would be ludicrous. Rather, only where
reasonably made has the Court addressed any one objection.

                                                         34
own making in taking numerous positions that the Court believes were, if not wholly baseless, at

least substantially motivated simply by a desire to protract these proceedings indefinitely.

         Respondent next argues that any award to GM would be inappropriate because the

proceedings were brought to punish Butler and to defray GM's litigation expenses. As GM

correctly notes, this objection is specious. The Court has been meticulous in guaranteeing that

the amounts awarded here are no greater that the harm that was actually caused. GM's

motivation in bringing this action is otherwise irrelevant. Finally, Respondent offers the

following sums as reasonable in light of Butler's clear and unequivocal contempt: $500 in

Cockrum, $200 in Moseley, and a proportionate sum, about $5000, for these contempt

proceedings. Truly, the sheer ridiculousness of this proposal was shocking to the Court; no

counsel involved here would themselves even consider undertaking any such legal proceedings

for any sum remotely near this.19 Respondent may have been better off not making this

ridiculous recommendation.

         Respondent conveniently filed his objections by number and assigned them to the

particularized tasks, which he also numbered. Some objections must be addressed in the context

of the particular task to which they are applied, and some may be handled generally. The Court

has reviewed the documents and transcripts filed here, including those in the Moseley and

Cockrum cases, in relation to Butler's objections, so as to make its own determinations of what it

finds were necessary and reasonable in the context of responding to the contumacious conduct.




  19
    It is noted that the attorneys involved in this case would probably charge more than that to determine only whether
or not they would represent either party in this proceeding.

                                                         35
       Objection 1: Respondent objects to any task that has been withdrawn by General Motors

on the basis of this Court's most recent order. This is an odd objection indeed, but not surprising

in a Stalingrad defense. Respondent further argues that his inability to actually view the

information that was identified by the Court as potentially or remotely having potential to give

Butler an opportunity to attack the particular task, such as information which might have led one

to believe that that task involved work only partly relating directly to Butler's contempt, and

which GM withdrew, undermines the legitimacy and validity of all of GM's claims. On the

contrary, however, these particular tasks were identified by the Court as having any remote

possibility of assailability. The Court never passed on whether in fact these tasks were or were

not recoverable. Furthermore, the information identified by the Court was particular only to the

task addressed, and did not affect any other tasks or claims GM made. For example, in many

cases, the task description in the in camera submission listed certain legal issues which were

researched, but the description provided to Respondent only stated that legal issues, in general,

were researched. The Court felt that in such cases, it would have been appropriate for GM to

include what issues were researched. See, e.g., items 10, 12, 38, 40, 66, 69, 70, 218, 220, 222.

GM's withdrawal of the claim was stated to be no more than a willingness to see the end of this

matter, and to protect GM's legal defense strategy, since the underlying litigation is ongoing.

Clearly this had no effect on the validity of any other claim by GM. This objection is therefore

overruled and rejected.



       Objection 2: Respondent objects to any task in Moseley after GM's counsel wrote his

letter to that court immediately following Butler's contumacious letter. Butler again has


                                                 36
misstated the Court's task: the Court will determine whether the task claimed bears any

relationship to Butler's misconduct, whether such a response was foreseeable by Butler, and

whether such response by GM was reasonable under the totality of the circumstances. As a

general matter, the Court has found that Butler's letter caused more than merely a single letter in

response. On the more specific level, this causation argument will be determined on a task-by-

task basis.



        Objection 3: Respondent objects to any work performed by GM counsel subsequent to

and in response to the Moseley court order of October 4 which ordered depositions of GM

counsel. On this issue Respondent is correct in noting that his misconduct was not the sole

proximate cause of the Judge Thompson's order. However, the Court is convinced that

Respondent's contumacious letter played no small part in the process that led up to Judge

Thompson's decision. As stated before, the contempt need not have been the sole proximate

cause of the tribunal's action, but rather only a significant contributing cause. See Apex

Foundation Sales, 27 F.3d at 936.

        Butler has previously claimed that his letter to Judge Thompson is legally irrelevant to the

judge's decision because a judge is "presumably competent to screen out and disregard what he

thinks he should not have heard, or to discount it for practical and sensible reasons." Multi-

Media Convalescent & Nursing Ctr. v. N.L.R.B., 550 F.2d 974, 977 (4th Cir.), cert. denied, 434

U.S. 835, 98 S. Ct. 124 (1977). However, when a federal district judge makes numerous

statements as strong and definitive as those which were stricken, regardless of whether the reader

knows it has been subsequently stricken by a higher court, such comments cannot easily be put


                                                 37
out of one's mind. This was the clear purpose of the Fourth Circuit unequivocal command that

the stricken lines from Judge Anderson's recusal order "not be cited as authority." March 23rd

Order, at 2-3. Further, the Court notes that one of the dangers of letter requests (such as Butler's

contumacious letter) is that the suspicion inevitably arises that matters outside of the case and

motion filings may arguably affect the tribunal's actions. Judge Thompson appeared to state as

much. GM's Reply of May 17, 1996, at 7 (quoting Judge Thompson at the 2/1/95 hearing, where

he stated that the request for attorney depositions should have come before the Court "in another

fashion"). The Court finds that Butler's letter of August 30 in which he specifically quoted Judge

Anderson's findings, which were subsequently stricken by the Fourth Circuit, was a contributing

cause of Judge Thompson's order of October 4 to depose GM counsel. Further, the Court finds

that the order was foreseeable to Butler when he drafted and delivered that letter to Judge

Thompson. Therefore any reasonable and foreseeable response to that order is also recoverable.

Butler's objection is therefore overruled.



       Objection 4: Respondent argues that the depositions ordered by Judge Thompson on

October 4 never occurred, and therefore GM cannot recover for actions in response to that order.

The Court finds, however, that Butler wrote the contumacious letter intending to cause an order

such as the one issued on October 4th. The Court finds credible GM's assertions that GM needed

to respond forcefully and quickly to that order, in part because of its immense national

implications. Furthermore the motions for protective orders, motions for vacation, and drafting a

writ of mandamus, were certainly foreseeable to, if not directly intended by, Butler. In this

respect, then, Butler's objection is overruled.


                                                  38
       Respondent also notes here that the particular task description identified does not specify

to which part of the October 4th order GM counsel's actions were addressing. The Court is

aware that Judge Thompson's order concerned numerous issues with respect to the remand by the

Georgia Court of Appeals and the new trial, some of which had no relation to Butler's contempt.

The Court will therefore address this particular objection in reference to each task where

appropriately raised.



       Objection 5: Respondent argues that work in relation to preparation of a writ of

mandamus to prevent attorney depositions was not related to Butler's misconduct. Again, the

Court finds that GM has satisfied its burden in showing that these actions, despite the fact that

the motion for the writ was never filed, were foreseeable to Butler and were a reasonable

response when other attempts had been yet to be acted upon by Judge Thompson. Respondent's

objection is overruled and rejected.



       Objection 6: Respondent argues that the work performed in these tasks were not the

result of Butler's contempt in Cockrum. First, as GM correctly notes, Butler only raises this

objection with respect to work performed by attorneys for Kirkland & Ellis on this matter and not

for work performed by Shaw, Pittman on the same brief. The Court warned Respondent that

arguments not raised in his most recent filing may be waived. However, because this objection

has been maintained throughout these proceedings and is so vital to Respondent's defense with

respect to Cockrum, the Court will not penalize Respondent for this apparent oversight.

(Regardless, a similar if not identical objection has been raised in Respondent's objection 7.)


                                                 39
       The Court first finds that the reply brief itself was not caused by the misconduct in

Cockrum cited by the Fourth Circuit. However, the Court finds that, at the very least a certain

portion of that brief responded directly to Butler's misconduct in Cockrum. As for the remaining

portions, the Court finds that most of the rest of the brief was not a foreseeable result of the

misconduct found by the Fourth Circuit and was not even in part caused by Butler's misconduct.

The Court will therefore tailor its findings accordingly.



       Objection 7: Again Butler objects to GM's claims in relation to the reply brief in

Cockrum on the grounds that the court was already aware of the Fourth Circuit's order. Insofar

as this objection raises the issue that the contempt was not of Respondent's doing but of another

lawyer's, such is overruled, as having been rejected by the Fourth Circuit. See In re General

Motors, 61 F.3d at 257 n.1. Insofar as it appropriately maintains that GM could not have been

harmed by Butler's response, this objection is identical to that raised in Objection 6, and the

Court's findings above related to that objection apply equally here.



       Objection 8: Butler argues, based on the particular task description, that these tasks were

not caused by his misconduct but rather relate to "general defense efforts or litigation strategy in

the underlying litigation." As the Court stated above, the Court will address each claim of GM,

where necessary, in the context of the reasonableness of the action, its foreseeability to Butler,

and the nexus to Butler's misconduct.




                                                 40
       Objection 9: Respondent again raises the "nexus" argument, here stating that the

description is vague or overbroad, thus claiming that the Court cannot guarantee that the entirety

of the work related to Butler's contempt. This argument will be addressed to each particular task

where necessary.



       Objection 10: Respondent objects claiming that more information must be provided by

GM to support the claim. Again, where made reasonably, the Court will address this objection.

As far as Respondent's argument (raised now for the first time) that Respondent cannot be sure

that certain attorneys are not (presumably inadvertently) double-billing, the Court has scrutinized

the hours and attorneys to make certain that no single attorney has claimed work on the same day

for different tasks which would give rise to such an implication. With respect to Moseley and

Cockrum, given the immensity of the issue, the Court again notes that the mere fact that

numerous attorneys worked on the same task at the same time does not raise any suspicion. The

key for the determination (once foreseeability and causation have been determined) in those

contexts is whether under the facts and circumstances involved this was reasonable.



       Objection 11: Respondent objects here, stating that the claim cannot be reasonably

understood or assessed without further explanation or description. This is identical to the

objections in 9 and 10, and therefore the same applies here as above.




                                                41
       Objection 12: Respondent argues that these tasks are too long after the offending

conduct to have been caused by that conduct. This is essentially a restatement of the proximate

cause argument. Again this will be addressed where necessary.



       Objection 13: Respondent argues that the fees requested for the contempt proceeding are

grossly disproportionate to the harm caused by Butler. The Court has already rejected this

argument by finding that the harm found by the Fourth Circuit was not limited to reactions by

GM counsel in Moseley and Cockrum. Furthermore, even if it were so limited, the damages in

these cases resulting from Butler's misconduct were significant. Finally, much of the fees

requested by GM for the contempt proceeding relate to responses to filings by Butler and

arguments raised by Butler which were unreasonable (e.g., the argument that Butler was not the

wrong-doer in Cockrum, the argument that GM was never harmed despite the Fourth Circuit's

clear statement to the contrary, and the motion in this Court for production of settlement

documents). While not faulting Butler for demanding the process to which he might otherwise

be due in such a proceeding, the Court notes that a large portion of those tasks claimed by GM

would never have been undertaken had Butler taken more reasonable and justifiable positions in

this Court. It is never surprising that where an attorney is the client and attends sessions, the

client participates more than an ordinary client and the proceedings necessarily become more

contentious.

       The Fourth Circuit decision in Sun Publishing Co., Inc. v. Mecklenburg News, Inc., 823

F.2d 818 (4th Cir. 1987), cited by Butler for the proposition that exorbitant fee requests out of

proportion to the underlying harm should be denied in toto, actually supports this Court's


                                                 42
decision in the present matter. In Sun Publishing, the underlying harm was approximately

$85,000. Id. at 819. The trial court had already awarded approximately $300,000 in fees, and

then denied a second supplemental application for fees without addressing Barber, based on the

fact that the second request shocked the conscience of the court. The Fourth Circuit reviewed

and affirmed this decision, noting that "as many as six lawyers from three different firms billed

significant amounts of time in preparing for the short hearing on a simple issue." Id. at 820.

Thus the Fourth Circuit examined the reasonableness of the request based on the totality of the

circumstances, and relied on the simplicity of the issue primarily in determining that the second

fee request was disproportionate. Here the underlying harm was highly significant; the matter

was far from a "short hearing," based in large measure to Respondent's tactical choices, and thus

was not a single "simple issue"; and Respondent himself has hired numerous law firms to aid in

his defense. The numerous issues in this case therefore warrant greater time and attention by

attorneys than did the issue in Sun Publishing. Moreover, the Fourth Circuit did not take issue

with the initial fee award of approximately $300,000.00 when the harm was significantly less

than this amount. This objection is therefore overruled.



       Objection 14: Respondent here objects to tasks performed by GM counsel raising issues

rejected by the Fourth Circuit or not addressed by that Court, such as the request to institute

disciplinary proceedings against Respondent, etc. The Court will address those particular tasks

objected to by Respondent on this ground where necessary (i.e., where it appears that such was

an unreasonable or unnecessary request or demand by GM).




                                                 43
       Objection 15: Respondent argues that these tasks should not be recoverable because it is

unreasonable to penalize Respondent for GM's "failure to make its case or prove its damages in a

timely, efficient, forthcoming, or persuasive manner." However, the Court finds that at all times

before this Court GM's position has been reasonable and supported by a reasonable basis both in

law and in fact (e.g., GM's position on work product protection and an evidentiary hearing). As

noted above, the same cannot be said of all of Respondent's positions. Because these issues were

complex and required some limited judicial innovation, the Court will not fault GM for making

claims for work on positions that were ultimately rejected by this Court or the Fourth Circuit.

This objection is therefore overruled.



       Objection 16: Respondent argues that these particular tasks in relation to the contempt

proceeding occurred prior to the initiation of the contempt proceeding in the Fourth Circuit, and

therefore are presumptively unreasonable. To this extent, where there existed any possibility that

these needed further explanation, the Court requested such. GM withdrew these claims. GM

argues that the remaining tasks (only three, for a total of 3.1 hours of associates' time) were

performed by GM counsel when Respondent exhibited behavior which GM counsel thought

might be contempt of the Fourth Circuit's March 23rd Order. These tasks mostly included

research into the viability of this contempt proceeding, and conferences regarding the same. So

stated, GM's position is justified. See Webb v. Board of Education of Dyer County, Tenn., 471

U.S. 234, 243, 105 S. Ct. 1923, 1928 (1985) (work "on the litigation" includes time spent

drafting the initial pleadings and the work associated with the development of the theory of the

case). Based upon the factual account given by GM in its Response filed April 12, 1996, and not


                                                 44
contradicted by Respondent, these tasks were preliminary research performed when Butler

courted contempt prior to the Moseley letter. Surely research performed prior to a case being

filed is recoverable as part of the attorney's fees for that case. See id. In fact, Rule 11 of the

Federal Rules of Civil Procedure requires reasonable inquiry into the law and facts of a case prior

to ever filing the initial pleading. The tasks performed by GM counsel prior to the institution of

the contempt proceeding which were not withdrawn were clearly related to this proceeding.

Since this research was clearly utilized in this proceeding and the fees were billed and paid for by

General Motors in this proceeding, these tasks, comprising 3.1 hours of work, are recoverable.

This objection is therefore overruled.



       Objection 17: Respondent objects to work performed by legal assistants/paralegals,

insofar as such work is overhead and therefore allegedly taken into account in the billing rates of

the lawyers in the law firms. Respondent has cited no authority for this proposition. GM has not

claimed for tasks performed by the secretaries of those lawyers working on this matter (or for

that matter for those services provided by other in-house groups), although it is highly likely that

such staff spent considerable time on these matters. Those costs are generally included as

"overhead." On the contrary, here GM has only claimed for tasks performed by paralegals which

would have normally been, and in fact were, separately billed and paid for by GM. Thus

recovery of these amounts is appropriate. See Missouri v. Jenkins, 491 U.S. 274, 289, 109 S. Ct.

2463, 2472 (1989) (identifying and condoning awards for paralegals and law clerks where

separately-billed). This objection is therefore overruled.




                                                  45
                                     Chapter V: The Butler Did It

                                                      To every action there is always opposed an equal reaction: or,
                                                      the mutual actions of two bodies upon each other are always
                                                                                            20
                                                      equal, and directed to contrary parts.




         The Court will now address each specific task claimed by GM and the objections to

recovery for each task raised by Respondent. Where the Court does not expressly address a

particular objection, it should be presumed that it either has already been addressed above or the

Court does not feel that the objection warrants any further attention. In awarding or not awarding

any particular task, the Court has further utilized the relevant factors in Barber v. Kimbrell's Inc.:

the time and labor expended, the novelty and difficulty of the questions raised, the skill required

to properly perform the legal serviced rendered, the customary fee for like work, the amount in

controversy and the results obtained, the experience reputation and ability of the attorneys, and

attorneys' fees awards in similar cases. 577 F.2d at 226 n.28. For the convenience of the parties,

the Court will utilize the numbering scheme adopted by Respondent in Appendix B of his most

recent filing. As stated above, the Court will note whether Butler's misconduct was the sole

proximate cause ("sole") or the contributing cause ("contrib.") of the task. Otherwise, the Court




   20
     Sir Isaac Newton, Mathematical Principles of Natural Philosophy 13 (A. Motte trans., 1934) (1686) (Newton's
Third Law of Motion). Thus in battle, force must be met with equal opposing force, and adversaries in combat
continuously try to gain advantage over the other by increasing the force or the manner of application. What was or was
not reasonable action by GM must be viewed in that context.

                                                         46
        will not recommend GM recover ("denied") where GM has failed to satisfy its burden, or note

        that the claim for the particular item has been withdrawn ("WITHDRAWN").



                   MOSELEY v. GENERAL MOTORS



        A.         Respond to Butler's letter to Judge Thompson, Kirkland & Ellis

                The Court finds that the tasks listed under this general heading were entirely in response
        to the contumacious letter authored by Respondent.



Item     Title      Hours   Rate     Description                                                               Hrs.      Sole or    Ttl $
                            $/Hr                                                                               Awarded   Contrib.

1        Assc.21    0.5     195      Draft letters in response to Butler letters in CK cases                   0.5       sole       97.50

2        Assc.      1.0     195      Draft letters in response to Butler letters in CK cases                   1.0       sole       195.00

Total                                                                                                                               292.50




        B.         Respond to Butler's Letter to Judge Thompson, King & Spalding

        (See "A." above.)

Item     Title      Hours   Rate     Description                                                               Hrs.      Sole or    Ttl $
                            $/Hr                                                                               Awarded   Contrib.

42                 WITHDRAWN                                                                                                        0.00

43       Part.      0.4     225      Conference; telephone conference with counsel.                            0.4       sole       90.00

44                 WITHDRAWN                                                                                                        0.00

45                 WITHDRAWN                                                                                                        0.00

46       Part.      2.5     225      Study of Mr. Butler's letter of August 30 to Judge Thompson; conference   2.5       sole       562.50
                                     with counsel re same; draft letters to Butler & Thompson; telephone
                                     conferences with counsel.

47       Part.      0.7     205      Revise letter to Judge Thompson.                                          0.7       sole       143.50



             21
            "Assc." is an abbreviation of associate; "Part." is used for partner; "Leg.A." used for paralegal or legal assistant;
        "Couns." used for Of Counsel.

                                                                          47
48       Part.     1.0      225      Conference with client, counsel; letter to Judge Thompson.               1.0       sole       225.00

49       Part.     0.2      225      Review Mr. Butler's letter to Judge Thompson; telephone conference re    0.2       sole       45.00
                                     letter.

50       Part.     0.3      205      Review letter to Judge Thompson; counsel with conference re same.        0.3       sole       61.50

51       Part.     0.6      205      Review Motion to Show Cause and Mr. Butler's letter to Judge Thompson.   0.6       sole       123.00

52       Part.     0.3      235      Review Mr. Butler's letter to Judge Thompson.                            0.3       sole       70.50

53                WITHDRAWN                                                                                                        0.00

Total                                                                                                                              1,321.00




        C.        Initial Response to and Analysis of October 4 Order,22 Kirkland & Ellis

                The Court has found that Butler's letter materially affected the Moseley court's decision to
        allow the depositions of GM counsel. However, the Court notes that the description of work
        does not show that the work was solely limited to the deposition issue. Clearly the letter
        permeated the problem. Therefore the Court finds that Butler's letter contributed to and is
        responsible for a significant portion of each of the tasks claimed by General Motors and
        recommends awarding an appropriate portion related to what it finds was necessary and
        reasonable.



Item     Title     Hours    Rate     Description                                                              Hrs.      Sole or    Ttl $
                            $/Hr                                                                              Awarded   Contrib.

3        Part.     2.75     285      Client meetings re 10/3 order.                                           1.4       contrib.   399.00

4        Part.     3.0      285      Client and office meetings re 10/3 order.                                1.5       contrib.   427.50

5        Part.     2.0      260      Review and analysis of October 3 order.                                  1.0       contrib.   260.00

6                 WITHDRAWN                                                                                                        0.00

7        Part.     5.25     285      Client, office conferences re 10/3 order; work during return travel.     2.6       contrib.   741.00

8                 WITHDRAWN                                                                                                        0.00

9                 WITHDRAWN                                                                                                        0.00

Total                                                                                                                              1,827.50




             22
             In some places this order is referred to as the "October 3rd" order, and elsewhere it is referred to as the "October
        4th" order. The order at issue in the case appears to have been filed on October 4th. Since Butler has not raised any
        objection or concern related to this apparent discrepancy, the Court assumes that the order was delivered to counsel on
        the third of October and filed on the fourth. The Court will discuss the order as if it was filed on the fourth.

                                                                         48
        D.      Initial Response to and Analysis of October 4 Order, King & Spalding

        (See "C." above.)

Item    Title    Hours   Rate   Description                                                                 Hrs.      Sole or    Ttl $
                         $/Hr                                                                               Awarded   Contrib.

54              WITHDRAWN                                                                                                        0.00

55      Part.    1.1     205    Conference call with counsel and client re Court Order; pull materials      0.5       contrib.   102.50
                                together re same.

Total                                                                                                                            102.50




        E.      Motion for Reconsideration and Vacation of October 4 Order, Kirkland & Ellis

                As stated above, the Court finds that, although there was other evidence and information
        before Judge Thompson regarding attorney depositions, Butler's contumacious letter, as well as
        his suggestion at the September 8 hearing, were each causes of the order allowing depositions of
        GM counsel. Thus the letter itself contributed to GM's immediate responses to the October 4
        order, and the Court further finds that this order was a foreseeable result of Butler's actions.
        However, the entirety of that motion to reconsider was not related to Butler's misconduct, or even
        more generally related entirely to attorney depositions. Therefore the Court has only
        recommended GM receive a portion of its hours for each task under this heading as it finds
        reasonable and necessary.



Item    Title    Hours   Rate   Description                                                                 Hrs.      Sole or    Ttl $
                         $/Hr                                                                               Awarded   Contrib.

10              WITHDRAWN                                                                                                        0.00

11      Part.    2.5     260    Preparation of motion papers; conferences re same.                          1.0       contrib.   260.00

12              WITHDRAWN                                                                                                        0.00

13      Assc.    2.5     195    Outline and research motion for reconsideration.                            1.0       contrib.   195.00

14      Part.    2.0     260    Work on motion papers; conference with counsel.                             0.8       contrib.   208.00

15      Part.    1.25    240    Review and edit petition for reconsideration.                               0.5       contrib.   120.00

16      Part.    1.0     240    Telephone conferences with counsel.                                         0.4       contrib.   96.00

17      Assc.    6.0     195    Work on motion for reconsideration and vacation.                            2.4       contrib.   468.00

18      Part.    3.0     260    Work on edits, revisions to motion to reconsider October 4 order, various   1.2       contrib.   312.00
                                conferences re same and related issues.



                                                                   49
19      Assc.    13.5    140    Read and edit draft of Moseley motion to reconsider; telephone conference     5.4       contrib.   756.00
                                re same with counsel.

20      Assc.    4.0     175    Draft section of motion for reconsideration; edit and revise motion for       1.6       contrib.   280.00
                                reconsideration.

21      Assc.    8.0     195    Draft and edit moseley motion for reconsideration and vacation.               3.2       contrib.   624.00

22      Part.    2.5     260    Work on motion papers.                                                        1.0       contrib.   260.00

23      Assc.    1.0     175    Review final motion for reconsideration; motion for protective orders.        0.4       contrib.   70.00

Total                                                                                                                              3,649.00




        F.      Motion for Reconsideration and Vacation of October 4 Order, King & Spalding

        (See "E." above.)

Item    Title    Hours   Rate   Description                                                                   Hrs.      Sole or    Ttl $
                         $/Hr                                                                                 Awarded   Contrib.

56      Part.    0.6     350    Telephone conference with counsel; conference call with client re Motion      0.2       contrib.   70.00
                                for Reconsideration and other pleadings; interoffice calls; review of
                                correspondence.

57              WITHDRAWN                                                                                                          0.00

58      Assc.    1.1     145    Review and revise Motion for Reconsideration and Protective Order briefs;     0.4       contrib.   58.00
                                conference with counsel and client.

Total                                                                                                                              128.00




        G.      Motions for Protective Order to Prevent Attorney Depositions, Kirkland & Ellis

                Since the Court has found that Butler's letter was a significant contributing cause to the
        entry of the October 4th order, the Court also finds that GM's responses beyond the initial motion
        for reconsideration, which was not immediately successful, were foreseeable to Butler and
        therefore are also recoverable under the circumstances surrounding the case. Since attorney
        depositions were a major part of this response, the Court has tailored its recommendation to that
        which it finds below as reasonable and necessary. Item 32 has been denied by the Court as GM
        has failed to submit a copy of the appropriate bill containing that particular task.



Item    Title    Hours   Rate   Description                                                                   Hrs.      Sole or    Ttl $
                         $/Hr                                                                                 Awarded   Contrib.

24      Assc.    8.0     140    Prepare oral arguments on protective orders; edit and proof brief; research   5.6       contrib.   784.00
                                legal issues re depositions.


                                                                    50
25      Assc.     0.5     140    Prepare oral arguments on protective orders; edit and proof brief.           0.4       contrib.   56.00

26               WITHDRAWN                                                                                                         0.00

27      Assc.     6.25    175    Work on researching, drafting and editing brief in support of a motion for   4.4       contrib.   770.00
                                 a protective order preventing the depositions of attorneys.

28               WITHDRAWN                                                                                                         0.00

29      Assc.     8.5     175    Work on various pleadings, including research, draft and edit brief in       6.0       contrib.   1050.00
                                 support of a motion for a protective order preventing the depositions of
                                 attorneys. Finalize brief and motion for filing.

30      Part.     6.0     260    Work on motions to quash lawyer depositions; various conferences re          4.2       contrib.   1092.00
                                 same.

31      Assc.     2.5     195    Read and respond to letters from Butler re attorney depositions. Outline     1.8       contrib.   351.00
                                 mandamus.

32      Leg.A.    4.0     90     Proof, edit, cite-check brief.                                               2.8       denied     0.00

Total                                                                                                                              4,103.00




        H.       Motions for Protective Order to Prevent Attorney Depositions, King & Spalding

        (See "G." above.)

Item    Title     Hours   Rate   Description                                                                  Hrs.      Sole or    Ttl $
                          $/Hr                                                                                Awarded   Contrib.

59      Assc.     8.2     145    Prepare motions for protective order.                                        5.7       contrib.   826.50

60      Part.     0.4     205    Conference with counsel re protective order motions.                         0.3       contrib.   61.50

61      Assc.     8.9     145    Prepare briefs in support of motion for protective order.                    6.2       contrib.   899.00

62      Part.     3.9     205    Review briefs in support of Motions for Protective Orders; conference with   2.7       contrib.   553.50
                                 counsel re same; review materials re same.

63      Part.     9.8     205    Revise Motions and Briefs in Support of Protective Orders.                   6.9       contrib.   1414.50

64      Assc.     3.3     145    Prepare briefs in support of motions for order; assist with Motion for       2.3       contrib.   333.50
                                 Reconsideration.

65      Part.     1.1     225    Conference re lawyer depositions in Moseley.                                 0.8       contrib.   180.00

66               WITHDRAWN                                                                                                         0.00

67      Assc.     3.5     145    Revise Motion for protective order; prepare petition for writ of mandamus.   2.4       contrib.   348.00

68      Part.     4.4     205    Revise Motion and Brief in Support of Protective Order for lawyer            3.1       contrib.   635.50
                                 depositions.

69               WITHDRAWN                                                                                                         0.00

70               WITHDRAWN                                                                                                         0.00

Total                                                                                                                              5,252.00




                                                                     51
        I.       October 13 Hearing Before Judge Thompson, Kirkland & Ellis

                The Court has reviewed the transcript of the October 13 hearing and notes that much of
        that hearing was spent on discovery issues not related to Judge Thompson's suggestion that GM
        counsel be deposed. The Court finds that the hearing itself would not have taken place without
        the contumacious conduct, and the hearing was foreseeable after the October 4th order was
        entered; however it finds that only a small fraction of the hearing was spent on issues related to
        Respondent's contumacious conduct, and therefore tailors the recommendation to what it finds
        below as reasonable and necessary.



Item     Title    Hours     Rate   Description                                                                 Hrs.      Sole or    Ttl $
                            $/Hr                                                                               Awarded   Contrib.

33       Part.    1.5       285    Conferences re hearing.                                                     0.2       contrib.   57.00

34       Part.    2.0       260    Conference with counsel re hearing. Confer with client.                     0.3       contrib.   78.00

35               WITHDRAWN                                                                                                          0.00

36       Part.    4.25      260    Prepare for court hearing; attend hearing; conference after hearing; plan   0.6       contrib.   156.00
                                   mandamus.

Total                                                                                                                               291.00




        J.       October 13 Hearing Before Judge Thompson, King & Spalding

        (See "I." above.)

Item     Title    Hours     Rate   Description                                                                 Hrs.      Sole or    Ttl $
                            $/Hr                                                                               Awarded   Contrib.

71       Part.    1.5       235    Review and revise motions; review and revise Motion for Protective Order;   0.2       contrib.   47.00
                                   prepare argument on Motion for Reconsideration/Vacation of October 4
                                   Order.

72       Part.    4.0       350    Review draft of memorandum of law in support of General Motors' Motion      0.5       contrib.   175.00
                                   for Protective Order; hearing before Judge Thompson.

73       Part.    3.7       205    Hearing on General Motors' Motion to Reconsider and for Protective          0.5       contrib.   102.50
                                   Order; various conferences re same; post-hearing meeting.

74       Part.    0.8       350    Review Mr. Butler's post-hearing letter to Judge Thompson and response;     0.1       contrib.   35.00
                                   review Mr. Butler's letter to Judge Thompson; conference with counsel re
                                   same.

Total                                                                                                                               359.50




                                                                       52
        K.      Prepare for Possible Writ of Mandamus, Kirkland & Ellis

                The Court finds that such an effort on behalf of GM by its attorneys was both reasonable
        and foreseeable to Butler under the circumstances, once its other efforts were not immediately
        successful. On the other hand, the Court has reduced the number of hours on these tasks to
        estimate a more appropriate total amount of time to work on this document, which was not filed
        in the Georgia court. Thus, what is recommended below is what it finds was reasonable and
        necessary.

Item    Title    Hours   Rate   Description                                                                    Hrs.      Sole or    Ttl $
                         $/Hr                                                                                  Awarded   Contrib.

37      Assc.    5.0     140    Research and edit motion re video depositions; draft outline of petition for   3.5       contrib.   490.00
                                writ of mandamus.

38              WITHDRAWN                                                                                                           0.00

39      Part.    0.5     375    Analysis of mandamus strategy; telephone call to counsel.                      0.4       contrib.   150.00

40              WITHDRAWN                                                                                                           0.00

41      Part.    1.5     375    Analysis of mandamus strategy; meeting; review and edit of draft.              1.0       contrib.   375.00

Total                                                                                                                               1,015.00




        L.      Prepare for Possible Writ of Mandamus, King & Spalding

        (See "K." above.)

Item    Title    Hours   Rate   Description                                                                    Hrs.      Sole or    Ttl $
                         $/Hr                                                                                  Awarded   Contrib.

75      Part.    1.2     350    Review memorandum from counsel re depositions and mandamus.                    0.8       contrib.   280.00

76      Assc.    1.7     145    Gather materials for mandamus proceeding and motions for protective            1.2       contrib.   174.00
                                order.

77      Part.    0.7     205    Review mandamus papers.                                                        0.5       contrib.   102.50

Total                                                                                                                               556.50




                COCKRUM v. GENERAL MOTORS


        M.      Drafting Reply Brief re: Attorney Depositions, Kirkland & Ellis


                                                                    53
                A significant portion of this brief related to responding to Butler's claims regarding the
        Fourth Circuit's order. Thus the Court has found that Butler's conduct contributed to the cause of
        each of these items, and that these responses were foreseeable to Butler at the time he filed his
        brief. However, the Court has reduced the time for each of the tasks to approximate as closely as
        possible the true amount of time GM counsel were addressing Butler's misconduct directly, given
        that the court had already been made aware of the Fourth Circuit's March 23rd Order. The
        finding below is what the Court finds was reasonable and necessary.



Item    Title     Hours   Rate   Description                                                               Hrs.      Sole or    Ttl $
                          $/Hr                                                                             Awarded   Contrib.

78      Part.     0.5     260    Review filings and address reply issue re lawyer deposition.              0.1       contrib.   26.00

79      Part.     7.5     240    Draft Reply Brief re attorney depositions.                                1.0       contrib.   240.00

80      Part.     3.0     240    Edit Reply Brief re attorneys.                                            0.4       contrib.   96.00

81      Part.     7.5     240    Redrafting Reply Brief re attorney depositions.                           1.0       contrib.   240.00

82      Part.     7.0     240    Redrafting Reply Brief re attorney depositions.                           0.9       contrib.   216.00

83      Part.     5.5     240    Editing Reply Brief re affidavits.                                        0.7       contrib.   168.00

84      Part.     4.0     240    Edit Reply Brief re attorney depositions.                                 0.5       contrib.   120.00

85      Part.     0.25    240    Review draft of Reply Brief re lawyer depositions.                        0.1       contrib.   24.00

86      Part.     7.5     240    Meeting with counsel and client and review Reply Brief re attorney        1.0       contrib.   240.00
                                 depositions.

87      Assoc.    4.0     175    Edit Reply Brief on attorney depositions.                                 0.5       contrib.   87.50

88      Assoc.    2.0     175    Review Plaintiffs' brief opposing General Motors' Motion for Protective   0.3       contrib.   52.50
                                 Order.

Total                                                                                                                           1,510.00




        N.       Drafting Reply Brief re: Attorney Depositions, Shaw, Pittman, Potts & Trowbridge

        (See "M." above.)

Item    Title     Hours   Rate   Description                                                               Hrs.      Sole or    Ttl $
                          $/Hr                                                                             Awarded   Contrib.




                                                                      54
89      Part.     10.5    225   Response to plaintiff in Cockrum.                                            1.4   contrib.   315.00

90      Part.     12.0    225   Response to plaintiff in Cockrum.                                            1.6   contrib.   360.00

91      Assc.     5.0     185   Preparation of portion of reply brief re protective order.                   0.7   contrib.   129.50

92      Part.     11.5    225   Response to plaintiff in Cockrum.                                            1.5   contrib.   337.50

93      Part.     5.0     225   Response to plaintiff in Cockrum.                                            0.6   contrib.   135.00

94      Part.     11.0    225   Response to plaintiff in Cockrum.                                            1.4   contrib.   315.00

95      Part.     6.0     225   Revise reply memorandum; teleconferences with counsel and client.            0.8   contrib.   180.00

96      Part.     11.8    225   Response to plaintiff in Cockrum.                                            1.5   contrib.   337.50

97      Part.     5.0     225   Revise reply brief; teleconference with counsel and client.                  0.6   contrib.   135.00

98      Couns.    4.5     350   Review/revise reply memo; teleconference with counsel.                       0.6   contrib.   210.00

99               WITHDRAWN                                                                                                    0.00

100     Part.     8.3     225   Reviewing material; comments on draft; memo to file.                         1.1   contrib.   247.50

101     Couns.    1.3     350   Teleconferences with counsel and client; review draft reply.                 0.2   contrib.   70.00

102     Couns.    5.2     350   Review reply draft; teleconferences with counsel re same.                    0.7   contrib.   245.00

103              WITHDRAWN                                                                                                    0.00

104     Couns.    9.3     350   Teleconferences re reply draft; revise reply brief.                          1.2   contrib.   420.00

105              WITHDRAWN                                                                                                    0.00

106     Couns.    12.0    350   Travel (work on plane) and meeting with counsel re reply brief; revise       1.6   contrib.   560.00
                                reply brief; review factual materials.

107     Couns.    9.0     350   Travel (work on plane) and meeting with counsel re reply brief; revise       1.2   contrib.   420.00
                                reply brief; review factual materials.

108     Couns.    1.3     350   Teleconferences with client and counsel re reply brief filing; conferences   0.2   contrib.   70.00
                                with counsel.

Total                                                                                                                         4,487.00




                 In sum, the Court finds that Respondent is solely responsible for damages in the amount

        of $1613.50 and contributorily responsible for damages in the amount of $17,284.00 in Moseley,

        and contributorily responsible for damages in the amount of $5997.00 in Cockrum. The Court

        therefore finds that GM's "expenses germinating from Butler's misconduct in the Georgia state

        court and the United States District Court for the District of Kansas" come to a total of

        $24,894.50. These amounts are also appropriate in light of the Barber factors, given that the


                                                                     55
issue was extremely important to the client, the quality of representation was exceptional, the

underlying issues were complex, and the number of hours and rates were reasonable under these

conditions.



                               Chapter VI: The Butler Pays For It

                                                    Recompense injury with justice, recompense kindness with
                                                    kindness.23




        As the Court stated previously, the determination of costs with respect to the contempt

proceeding itself is substantially different from the determination of actual harm caused by

Butler's misconduct. For one, the Fourth Circuit actually required this court to recommend GM

attorneys' fees for the contempt proceeding, whereas the Fourth Circuit did not specify exactly

what other harm was caused by Butler's misconduct in Moseley and Cockrum. In re General

Motors, 61 F.3d at 259 (stating that "GM is entitled to reasonable costs and attorney's fees for the

contempt proceeding before this court."). There is absolutely no evidence whatsoever that GM

suspected it might recover its attorney's fees for responding to GM's contempt in Moseley and

Cockrum. There the payment of the bills without any expectation of reimbursement is itself

evidence of its reasonableness, since the question is whether the expenditure by General Motors

was a reasonable one in the eyes of General Motors or a reasonable corporation in the same

position as GM. On the other hand, this contempt proceeding was initiated for a different

purpose. Thus the recovery of the costs of these proceeding may have been, if not intended, at



  23
    Confucius, The Confucian Analects, bk. 14:36, iii.

                                                         56
least suspected by GM as a possible remedy. The Court must therefore adopt a more rigid test

for GM's claims for attorneys' fees resulting from this proceeding. With respect to Moseley and

Cockrum, the Barber factors were an analogy; here they control.

       In awarding attorneys' fees (as opposed to "harm" which took form as attorneys' fees), the

district court should first focus on the time and labor expended and the customary fees for like

work. Colonial Williamsburg Foundation v. Kittinger Co., 38 F.3d 133, 138 (4th Cir. 1994)

(citing Barber v. Kimbrell's Inc., 577 F.2d at 226 n.28). "After determining the initial fee, the

district court should consider whether to adjust the fee on the basis of other factors, briefly

explaining any adjustment." Colonial Williamsburg, 38 F.3d at 138.

       The Court finds that the rates charged by GM counsel were reasonable for the type of

work performed and the relative novelty of the issues addressed in this proceeding (as well as the

manner in which they were addressed). Butler conceded this at oral argument. Nor has he

submitted the rates of his own counsel for comparison by the Court. Finally, none of the rates

charged by GM counsel, given the individual attorneys, firms, and cities involved, strike the

Court as out-of-the-ordinary.

       Butler has argued that the total number of hours spent by GM counsel on this proceeding

were unreasonable in relation to the amount of harm caused by Butler's misconduct. However,

the Court has already shown that this is not a major concern, given the Court's interpretation of

the Fourth Circuit order and Sun Publishing Co., where harm was calculated to be approximately

$85,000.00, yet approximately $300,000.00 in fees were awarded. 823 F.2d at 819. See also

Colonial Williamsburg, 792 F.Supp. at 1408 (ordering approximately $194,000.00 profits

disgorged), 38 F.3d at 138 (affirming district court's finding of civil compensatory contempt and


                                                 57
award of over $360,000.00 in attorneys' fees and costs). Even if the amounts were required to be

proportionate, GM has only requested recovery of a portion of what the Fourth Circuit deemed

recoverable; had GM requested compensation for all of expenses "germinating" from Butler's

misconduct "in other jurisdictions" outside of the Georgia state court and Kansas federal district

court, the difference between the "harm" claimed and the attorneys' fees requested would

potentially have been negligible. It must be restated here that GM requested only its attorneys'

fees in both Moseley and Cockrum and in the contempt proceeding, not travel, photocopying,

telephone or other expenses which would certainly have been considerable and attributable to

Butler's misconduct. Thus given the complexity of this matter, the number of counsel retained by

Respondent, the number of complex (as well as questionable) issues raised repeatedly by

Respondent, and the lengthy process it has taken for this Court to finally reach its decision, the

total number of hours spent by GM counsel on this matter are clearly not excessive. Again,

Respondent has failed to identify the total number of hours his counsel have spent in this matter.

Since this is such an unusual matter, this failure can only be seen, despite Respondent's

protestations, as a concession that GM's counsel's total efforts actually were reasonable.

       As to the rest of the factors in Barber v. Kimbrell's, 577 F.2d at 226 n.28, the Court notes

that Respondent has made few specific objections based on this list. However the Court will

address these factors as well. The questions in this proceeding, such as the need for an

evidentiary hearing privilege, work product and waiver issues, were both novel and difficult.

Counsel for GM, though numerous, were not unreasonably so, especially in light of Respondent's

retention of an equal number of counsel of similar experience, reputation and ability. As for the

"customary fee for like work" and "awards in similar cases," this matter is not distinguishable


                                                 58
from the Fourth Circuit's affirmance of an attorney fee award of over $360,000 in a civil

compensatory contempt matter where the complaining party sought enforcement of a consent

decree. Colonial Williamsburg, 38 F.3d at 138. The Court therefore finds that none of the fees

charged to GM by its counsel were excessive, inappropriate, or unwarranted. The Court will

therefore proceed to the reasonableness of GM's recovery of these fees, with respect to each

general task performed by GM's attorneys.

        Respondent chooses in this case to indicate a plea which could be considered a "plea to

the general issue," i.e., the common law defense of "prove it all--I deny it all." Fortunately

common law pleading ceased to exist in most every area of the country more than a generation

ago. (In most areas two or more generations ago.) The Court gave Respondent every

opportunity to indicate what would have been reasonable attorney's fees for the contempt

proceeding, as well as to state any specific objections to any portion of GM's claims. The Court

intimated to Butler that the time expended by his attorneys would be indicative of what would be

reasonable. He would not submit his own attorneys' time, nor has he indicated what would have

been reasonable.24 As stated before, the Court has dealt with numerous fee petitions in the past,

and will measure GM's claims accordingly. The Court feels strongly that it was reasonable for

GM's attorneys to expend the time and effort applied to pursue these proceedings. The Court

must determine, however, how much of the time was actually necessary and finds the following

hours were reasonable and necessary.




   24
    As the Court discussed previously, Butler's suggestion of $5000.00 in attorneys fees, given the Fourth Circuit's
contempt order and then length of these proceedings, might have been better left unsaid.

                                                        59
                 The Court in addition notes that it has taken into account a 4% discount for all of the

       attorneys' fees incurred by GM through the law firm of Kirkland & Ellis in the year 1995. Based

       on the representations of GM counsel, that discount applies to no other year, and no other

       discount applied to GM's attorney bills.25




       A.        Motion for Order to Show Cause why Butler should not be held in contempt, Kirkland &
                 Ellis



Item    Title     Hours    Rate     Description                                                                               Hrs.      Total
                           $/Hr                                                                                               Awarded

109     Part.     0.25     375      Discussion re CA 4 strategy re possible contempt/sanctions motion.                        0.25      93.75

110     Assc.     8.0      195      Draft motion for contempt in the 4th Circuit.                                             8.0       1560.00

111     Leg.A.    6.0      90       Assist with motion for order to show cause in the fourth circuit.                         6.0       540.00

112     Part.     1.5      375      Telephone calls; review and edit motion for order to show cause.                          1.5       562.50

113     Assc.     4.75     140      Begin memo on legal issues; conference re instruction from counsel; research legal        4.75      665.00
                                    issues; read our motion to show cause.

114     Assc.     1.5      175      Begin work on reply re GM's motion in the 4th Circuit for an order to show cause why he   1.5       262.50
                                    would not be held in contempt.

115     Assc.     4.25     175      Begin planning GM's reply brief on GM's motion in the 4th Circuit for an order to show    4.25      743.75
                                    cause why he should not be held in contempt.



         25
           One billing rate of one partner in one firm was reduced by $25/per hour, and the Court has verified that the discount
       was applied to the submission to the Court through GM's attorney bills also submitted to the Court.
                Finally, in the Court's most recent order it stated that there was an apparent discrepancy in the amount claimed
       by GM and the Court's independent calculation. GM's figure was smaller not because of any impropriety, but because
       of the discounts GM received and the withdrawal of one 15-hour time entry previously noted. However, in cross
       checking GM's bills with its submission, the Court did find a few errors in the rates charged on the submission to the
       Court (all the errors were in the respondent's favor). The Court has therefore resolved the discrepancies in respondent's
       favor, using the lower rate shown in the in camera submission.

                                                                        60
116     Assc.     12.75   175    Research reply brief for GM's 4th Circuit Motion on contempt.                               12.75     2231.25

117     Assc.     2.5     175    Research reply brief for GM's 4th Circuit Motion for an Order to Show Cause.                2.5       437.5

118     Assc.     2.25    140    Research legal and factual issues relating to 4th Circuit contempt hearing. Collect cases   2.25      315.00
                                 and articles for counsel.

119     Assc.     5.0     195    Fourth Circuit reply.                                                                       5.0       975.00

120     Leg.A.    3.0     90     Assist attorney in research.                                                                3.0       270.00

Total                                                                                                                                  8,656.25




        B.       Supplemental Memorandum in support of motion for order to show cause, Kirkland &
                 Ellis



Item    Title     Hours   Rate   Description                                                                                 Hrs.      Total
                          $/Hr                                                                                               Awarded

121     Assc.     7.5     175    Work on GM motion to submit additional evidence on record for the hearing on the            7.5       1312.50
                                 Court's order to show cause; research various legal issues re contempt.

122     Leg.A.    2.5     90     Collect cases; collect requested materials for counsel.                                     2.5       225.00

123     Assc.     3.0     140    Research re legal issues for contempt; write brief memo.                                    3.0       420.00

124     Assc.     8.5     175    Draft, edit and finalize motion to submit additional documentary evidence into the record   8.5       1487.50
                                 for the hearing on the Court's order to show cause. Consider and research various issues.

125     Leg.A.    5.0     90     Proof and assemble exhibits to GM's submission of additional information to the Fourth      5.0       450.00
                                 Circuit.

126     Assc.     3.0     140    Draft affidavit related to Fourth Circuit filing.                                           3.0       420.00

Total                                                                                                                                  4,315.00




        C.       Prepare for and attend October 20 hearing, Kirkland & Ellis



Item    Title     Hours   Rate   Description                                                                                 Hrs.      Total
                          $/Hr                                                                                               Awarded

127     Part.     4.0     260    Meetings to prepare for Fourth Circuit contempt hearing and collect materials; discuss      4.0       1040.00
                                 with counsel.

128     Part.     2.0     375    Meeting with counsel and client re hearing.                                                 2.0       750.00

129     Part.     5.0     310    Preparation for hearing.                                                                    5.0       1550.00

130     Part.     4.0     310    Preparation for hearing.                                                                    4.0       1240.00




                                                                       61
131     Assc.     6.0     175   Draft motion to submit additional evidence; research, analyze and prepare materials for     6.0     1050.00
                                contempt hearing.

132     Part.     3.5     375   Preparation for 4th Circuit contempt hearing; telephone calls to counsel.                   3.5     1312.50

133     Part.     5.0     310   Preparation for contempt hearing.                                                           5.0     1550.00

134     Part.     6.75    375   Preparation for 4th Circuit contempt hearing; analysis of materials; review of case law.    6.75    2531.25

135     Assc.     1.75    140   Conference re further research for 4th Circuit.                                             1.75    245.00

136     Assc.     10.00   175   Draft motion to submit additional evidence; research, analyze and prepare materials for     10.0    1750.00
                                contempt hearing.

137     Part.     5.0     375   Preparation for 4th Circuit contempt hearing; analysis of materials and case law.           5.0     1875.00

138     Part.     6.0     310   Preparation for 4th Circuit hearing.                                                        6.0     1860.00

139     Assc.     2.0     140   Meet with counsel re contempt hearing.                                                      2.0     280.00

140     Assc.     15.25   175   Research, analyze, and prepare materials for contempt hearing.                              15.25   2668.75

141     Assc.     9.0     195   Prepare for contempt hearing.                                                               9.0     1755.00

142     Part.     3.0     375   Travel (work during travel) to attend and participate in 4th Circuit contempt hearing.      3.0     1125.00

143     Part.     6.0     310   Prepare for 4th Circuit hearing.                                                            6.0     1860.00

144     Leg.A.    6.5     90    Collect materials to prepare for 4th Circuit hearing.                                       6.5     585.00

145     Assc.     5.0     140   Research for contempt argument; edit papers at request of counsel.                          5.0     700.00

146     Assc.     14.75   175   Preparation during travel to South Carolina for the contempt hearing; continue to prepare   14.75   2581.25
                                for the contempt hearing.

147     Assc.     15.00   195   Prepare for the 4th Circuit contempt hearing with counsel in South Carolina.                15.0    2925.00

148     Part.     1.5     260   Various discussions re contempt hearing, and approaches to contempt hearing.                1.5     390.00

149     Part.     13.5    375   Preparation of 4th Circuit argument with counsel; analysis of cases; meeting with client.   13.5    5062.50

150     Part.     12.0    310   Prepare for oral argument; meet with counsel; review materials.                             12.0    3720.00

151     Assc.     11.25   175   Continue preparation for the contempt hearing, attend hearing and post-hearing              11.25   1968.75
                                meetings; work on plane during return.

152     Assc.     11.0    195   Prepare for contempt hearing.                                                               11.0    2145.00

153     Part.     0.5     260   Update re contempt hearing.                                                                 0.5     130.00

154     Part.     8.5     375   Preparation for 4th Circuit argument; argument to the 4th Circuit; discussion of post-      8.5     3187.50
                                argument strategy; work on plane during return.

155     Part.     7.5     310   Prepare for hearing; attend hearing before 4th Circuit; attend post-hearing discussion;     7.5     2325.00
                                work on plane during return.

156     Part.     1.0     310   Follow-up matters re contempt hearing.                                                      1.0     310.00

Total                                                                                                                               50,472.50




        D.       Supplemental Memorandum responding to letter to Moseley Court and to the Fourth
                 Circuit, Kirkland & Ellis


                                                                       62
                 The Court has denied an award for task number 157 as GM failed to submit a copy of the
        bill in which this item appeared.



Item    Title    Hours   Rate   Description                                                                            Hrs.      Total
                         $/Hr                                                                                          Awarded

157     Assc.    2.5     195    Review plaintiffs' response in Fourth Circuit and draft response.                      0.00      0.00

158     Assc.    7.0     195    Draft and edit motions regarding protective order and contempt supplement.             7.0       1365.00

159     Assc.    2.0     195    Finalize contempt supplement.                                                          2.0       390.00

160     Assc.    1.25    155    Review legal authority; edit supplemental 4th Circuit filing seeking contempt order.   1.25      193.75

161     Assc.    8.0     195    Respond to reply brief; finalize and file contempt supplement.                         8.0       1560.00

Total                                                                                                                            3,508.75




        E.      Reply in Support of Supplemental Memorandum, Kirkland & Ellis



Item    Title    Hours   Rate   Description                                                                            Hrs.      Total
                         $/Hr                                                                                          Awarded

162     Assc.    0.5     140    Meeting with counsel re 4th Circuit reply.                                             0.5       70.00

163     Assc.    3.0     140    Draft reply to response to GM motion to supplement 4th Circuit record.                 3.0       420.00

164     Part.    0.25    375    Telephone conversation with counsel re 4th Circuit record.                             0.25      93.75

165     Assc.    0.5     155    Add paragraph to the 4th Circuit contempt filing.                                      0.5       77.50

166     Assc.    0.75    140    Edit 4th Circuit reply.                                                                0.75      105.00

167     Part.    2.25    375    Review and edit 4th Circuit filings; telephone conversations with counsel.             2.25      843.75

Total                                                                                                                            1,610.00




        F.      Supporting Memorandum for additional relief on motion for order to show cause,
                Kirkland & Ellis

               The Court finds that this motion, unlike each and every other filing in this matter, was not
        necessary to the proceedings, and therefore denies GM recovery for these tasks.



                                                                    63
Item    Title     Hours   Rate   Description                                                                          Hrs.      Total
                          $/Hr                                                                                        Awarded

168     Assc.     4.0     205    Draft 4th Circuit supplement on contempt.                                            0.0       0.00

169     Assc.     2.5     205    Draft 4th Circuit motion re contempt.                                                0.0       0.00

170     Leg.A.    2.0     94     Proof, cite-check supplement to 4th Circuit record on order to show cause.           0.0       0.00

171     Assc.     3.0     205    Work on 4th Circuit research.                                                        0.0       0.00

172     Assc.     4.0     205    Review 4th Circuit cases.                                                            0.0       0.00

173     Assc.     1.5     165    Edit draft of motion for expanded relief in 4th Circuit; research re same.           0.0       0.00

174     Assc.     1.25    205    Review 4th Circuit pleadings with counsel.                                           0.0       0.00

175     Part.     3.5     260    Work on edit and revision of 4th Circuit motion; conference with counsel re same.    0.0       0.00

176     Assc.     0.25    165    Collect cases for counsel to review.                                                 0.0       0.00

177     Part.     3.0     390    Review and edit draft brief; review and analysis of case law.                        0.0       0.00

178     Assc.     1.25    165    Review latest draft of motion for expanded relief; discuss same with counsel.        0.0       0.00

179     Part.     0.25    390    Telephone call with counsel re draft brief; discussion re appellate strategy.        0.0       0.00

180     Assc.     1.0     165    Edit draft motion for expanded relief in 4th Circuit; discuss same with counsel.     0.0       0.00

181     Part.     1.25    390    Review and edit draft 4th Circuit submission.                                        0.0       0.00

182     Assc.     1.75    205    Edit 4th Circuit brief.                                                              0.0       0.00

183     Assc.     1.0     165    Edit and proofread latest draft of motion for expanded relief.                       0.0       0.00

184     Part.     1.5     390    Review and edit final draft of brief; telephone call to counsel.                     0.0       0.00

185     Assc.     1.25    205    Telephone conferences; finalize 4th Circuit pleading.                                0.0       0.00

Total                                                                                                                           0.00




        G.       Respond to Motion to Dismiss Contempt Proceedings, Kirkland & Ellis



Item    Title     Hours   Rate   Description                                                                          Hrs.      Total
                          $/Hr                                                                                        Awarded

186     Assc.     0.75    185    Review motion to dismiss contempt proceedings.                                       0.75      138.75

187     Leg.A.    1.0     44     Pull selected materials for reply brief, obtain cases from Westlaw.                  1.0       44.00

188     Assc.     8.0     205    Review motion to dismiss and begin work on 4th Circuit papers.                       8.0       1640.00

189     Assc.     12.5    185    Research re contempt; draft response to motion to dismiss the 4th Circuit contempt   12.5      2312.50
                                 proceedings.

190     Part.     1.5     390    Review and analysis of motion; review of draft outline; telephone conference with    1.5       585.00
                                 counsel.



                                                                        64
191        Leg.A.       3.0    98    Cite check brief.                                                                         3.0    294.00

192        Assc.        9.75   165   Revise and edit response to motion to dismiss contempt proceedings; research and draft    9.75   1608.75
                                     argument; review case law.

193        Assc.        6.0    205   Draft sections for 4th Circuit papers.                                                    6.0    1230.00

194        Assc.        9.0    185   Draft response to motion to dismiss 4th Circuit contempt proceedings.                     9.0    1665.00

195        Part.        2.0    390   Review and edit draft response to motion.                                                 2.0    780.00

196        Leg.A.       0.5    44    Index new pleadings, file all pleadings and correspondence.                               0.5    22.00

197        Assc.        3.75   165   Conferences with counsel and document filing company; draft, revise, edit and file        3.75   618.75
                                     motion for extension of time.

198        Assc.        5.0    205   Edit 4th Circuit papers and re-write sections; call Clerk's office.                       5.0    1025.00

199        Assc.        2.0    185   Edit draft reply to motion to dismiss.                                                    2.0    370.00

200        Part.        1.5    390   Review and edit draft brief; discussion with counsel.                                     1.5    585.00

201        Assc.        2.0    185   Edit draft reply to motion to dismiss.                                                    2.0    370.00

202        Part.        4.0    390   Research of cases cited; review and edit draft brief.                                     4.0    1560.00

203        Assc.        4.25   165   Revise and edit opposition to motion to dismiss contempt proceedings.                     4.25   701.25

204        Assc.        6.5    205   Edit 4th Circuit papers.                                                                  6.5    1332.50

205        Leg.A.       5.5    44    Check record cited for 4th Circuit pleading, review transcript for quotes, review local   5.5    242.00
                                     rules; assist in preparation for filing.

206        Assc.        7.25   165   Revise and edit response to motion to dismiss contempt proceedings; research for          7.25   1196.25
                                     motion.

207        Leg.A.       1.5    98    Proofread brief.                                                                          1.5    147.00

208        Assc.        2.0    205   Final edits on brief.                                                                     2.0    410.00

209        Assc.        4.0    185   Edit reply to motion to dismiss.                                                          4.0    740.00

210        Assc.        5.0    165   Revise and edit response to motion to dismiss contempt proceedings.                       5.0    825.00

211        Assc.        2.5    205   Finalize and file brief.                                                                  2.5    512.20

212        Assc.        0.5    185   Review final draft of reply to motion to dismiss.                                         0.5    92.50

213        Part.        2.0    390   Final review and edit of draft brief; telephone call to counsel.                          2.0    780.00

214        Assc.        2.0    205   Review latest 4th Circuit submission.                                                     2.0    410.00

215        Assc.        0.25   165   Conferences with counsel re contempt proceedings and possible response to filing.         0.25   41.25

216        Assc.        0.75   185   Review reply memorandum in support of motion to dismiss 4th Circuit contempt              0.75   138.75
                                     proceedings; discuss with counsel.

217        Part.        0.5    390   Preparation of 4th Circuit strategy; telephone conference with counsel.                   0.5    195.00

Subtotal                                                                                                                              22,612.45

Total (less discount)                                                                                                                 21,707.95




                                                                          65
        H.       Motion for Order to Show Cause Why Butler Should not be Held in Contempt, Nelson
                 Mullins Riley & Scarborough (Nelson Mullins)



Item     Title    Hours   Rate   Description                                                                     Hrs.      Total
                          $/Hr                                                                                   Awarded

218              WITHDRAWN                                                                                                 0.00

219      Assc.    0.6     105    Research re relief for violation of order; office conference with counsel.      0.6       63.00

220              WITHDRAWN                                                                                                 0.00

221      Assc.    1.6     105    Draft memorandum re possible violation of Fourth Circuit order.                 1.6       168.00

222              WITHDRAWN                                                                                                 0.00

223      Assc.    0.9     105    Revise research memorandum.                                                     0.9       94.50

224      Assc.    3.6     105    Review correspondence of plaintiffs' counsel in Moseley; analyze same.          3.6       378.00

225      Assc.    5.8     105    Analyze Moseley letter and Fourth Circuit order; draft memorandum to counsel.   5.8       609.00

226      Assc.    3.7     105    Draft memorandum to counsel re violation of Fourth Circuit order.               3.7       388.50

227      Part.    1.0     220    Review contempt research.                                                       1.0       220.00

228      Part.    0.2     160    Review memorandum on contempt; communication with counsel re same.              0.2       32.00

229      Assc.    0.2     105    Office conference with counsel re research.                                     0.2       21.00

230      Part.    0.5     160    Review contempt motion.                                                         0.5       80.00

231      Assc.    1.1     135    Work on motion for contempt; research re same.                                  1.1       148.50

232      Assc.    2.4     135    Work on motions; proposed orders for admission pro hac vice.                    2.4       324.00

233      Part.    0.5     220    Review Motion for Contempt.                                                     0.5       110.00

234      Part.    0.2     220    Review Butler letter on Contempt Motion.                                        0.2       44.00

235      Part.    0.2     220    Review Butler Motion for extension of contempt.                                 0.2       44.00

236      Part.    0.2     220    Review Butler response in Moseley.                                              0.2       44.00

237      Part.    0.3     220    Review Butler letter to Judge Thompson in Moseley.                              0.3       66.00

Total                                                                                                                      2,834.50




        I.       Prepare for and Attend October 20 Hearing, Nelson Mullins



Item     Title    Hours   Rate   Description                                                                     Hrs.      Total
                          $/Hr                                                                                   Awarded

238      Assc.    0.8     175    Assist in preparation for Fourth Circuit hearing.                               0.8       108.00

239      Part.    6.2     90     Conference and meeting with counsel.                                            6.2       1054.00



                                                                     66
240         Part.       5.1     140    Attend contempt hearing; conference after hearing; work on proposed order.              5.1       867.00

Total                                                                                                                                    2,029.00




           J.       Research Effect of Contempt Sanction, Nelson Mullins



Item        Title       Hours   Rate   Description                                                                             Hrs.      Total
                                $/Hr                                                                                           Awarded

241         Assc.       6.3     110    Research effects of contempt citation on contemnor.                                     6.3       693.00

242         Assc.       0.3     105    Research reference whether February 24, 1994, Order has been cited in later cases.      0.3       31.50

243         Assc.       2.1     110    Research re effect of contempt sanction.                                                2.1       231.00

244         Assc.       2.1     110    Research effect of contempt sanction                                                    2.1       231.00

245         Assc.       1.1     110    Research effects of contempt citation; office conference with counsel re same.          1.1       121.00

Total                                                                                                                                    1,307.50




           K.       Filing of Summary of Expenses pursuant to Fourth Circuit order, Kirkland & Ellis



Item        Title       Hours   Rate   Description                                                                             Hrs.      Total
                                $/Hr                                                                                           Awarded

246         Part.       0.5     390    Review of filings in 4th Circuit; leave voicemail message for counsel.                  0.5       195.00

247         Assc.       2.75    165    Conferences with various counsel re billing for contempt proceeding; conferences with   2.75      453.75
                                       billing personnel regarding same. Review billing for expenses related to contempt.

248         Assc.       3.0     205    Work on fee submission; review billing records; review petition for rehearing.          3.0       615.00

249         Assc.       2.25    165    Review and compile bills for contempt proceedings.                                      2.25      371.25

250         Assc.       4.0     205    Work on fee submission; review hours and work descriptions.                             4.0       820.00

251         Part.       0.75    390    Review and analysis of petition for rehearing and discussion with counsel.              0.75      292.50

252         Assc.       4.75    165    Prepare fee submission for contempt hearing.                                            4.75      783.75

253         Assc.       8.0     205    Work on fee submission.                                                                 8.0       1640.00

254         Assc.       5.0     205    Finalize fee submission and draft motion to Court.                                      5.0       1025.00

Subtotal                                                                                                                                 6,196.25

Total (less discount)                                                                                                                    5,948.40




                                                                          67
           L.       Respond to Motion for Evidentiary Hearing, Kirkland & Ellis



Item       Title        Hours   Rate   Description                                                                                  Hrs.      Total
                                $/Hr                                                                                                Awarded

255        Assc.        2.0     205    Work on response to 4th Circuit submission.                                                  2.0       410.00

256        Assc.        2.0     205    Work on response to motion for an evidentiary hearing.                                       2.0       410.00

257        Assc.        0.75    165    Review contempt hearing motion; analyze possible responses.                                  0.75      123.75

258        Assc.        2.0     165    Review motion for an evidentiary hearing; draft response.                                    2.0       330.00

259        Assc.        1.5     205    Work on opposition to motion for an evidentiary hearing.                                     1.5       307.50

260        Assc.        1.5     165    Review cases cited in motion for an evidentiary hearing.                                     1.5       247.50

261        Assc.        6.25    165    Draft response to motion for an evidentiary hearing in contempt case; conferences with       6.25      1031.25
                                       counsel re same.

262        Assc.        0.75    165    Revise and edit opposition to motion for hearing.                                            0.75      123.75

263        Part.        0.5     390    Discussion with counsel; review of 4th Circuit filing; response.                             0.5       195.00

264        Assc.        1.0     165    Revise, edit and file opposition to motion for an evidentiary hearing.                       1.0       165.00

265        Assc.        1.0     185    Edit response to motion for an evidentiary hearing.                                          1.0       185.00

Subtotal                                                                                                                                      3,528.75

Total (less discount)                                                                                                                         3,387.60




           M.       In Camera Submission of Fees, Kirkland & Ellis

                  The Court finds that the time relative to the production of the submission must be
           analyzed more closely because everyone knew at this point who was likely to be paying the piper.
           The Court has reviewed the material and finds that seventy-five (75) percent of the work was
           necessary and twenty-five (25) percent was unnecessary.



Item       Title        Hours   Rate   Description                                                                                  Hrs.      Total
                                $/Hr                                                                                                Awarded

266        Assc.        0.75    165    Read and analyze Court order; telephone calls with counsel.                                  0.6       99.00

267        Assc.        0.5     165    E-mail and voicemail with counsel; analyze Court order.                                      0.4       66.00

268        Part.        0.5     390    Review voicemail message; review and analysis of the District Court's order.                 0.4       156.00

269        Leg.A.       4.0     66     Assist various attorneys, legal assistants in collecting documents, on line research in      3.0       198.00
                                       assist for brief preparation.

270        Assc.        1.25    165    E-mails with counsel; collect materials for attorneys' fees issues; voicemails to counsel.   0.9       148.50




                                                                           68
271   Part.    6.0     220   Review motion for evidentiary hearing and Court Order and begin drafting supporting           4.5   990.00
                             memorandum for fee submission.

272   Leg.A.   4.5     66    Miscellaneous request from attorney; review of bills and phone records; finding docket        3.4   224.40
                             sheets and file duplication.

273   Part.    5.0     220   Work on fee submission memorandum.                                                            3.8   836.00

274   Assc.    4.75    165   Conference with counsel re contempt submission to Court; review contempt billing; edit        3.6   594.00
                             brief for contempt filing; review Court order and legal authority.

275   Assc.    2.25    145   Review previous filings and history of case. Meetings with counsel re preparation of          1.7   246.50
                             brief and history of case. Edit and rewrite brief re in camera submission.

276   Part.    5.0     220   Review 4th Circuit cases; work on draft submission.                                           3.8   836.00

277   Assc.    0.75    145   Research re legal issues for submission.                                                      0.6   87.00

278   Leg.A.   3.5     66    Assist in brief preparation and creation of exhibits.                                         2.6   171.60

279   Assc.    5.5     145   Conferences with counsel re in camera submission and legal issues. Edit and rewrite           4.1   594.50
                             submission re in camera proceeding. Research re legal issues for submission.

280   Assc.    7.75    165   Prepare fee submission to Court; conferences with counsel re brief in support.                5.8   957.00

281   Leg.A.   6.0     66    Assist attorneys in brief preparation.                                                        4.5   297.00

282   Assc.    0.25    145   Phone calls with counsel re brief in camera submission.                                       0.2   29.00

283   Assc.    10.5    165   Prepare fee submission to Court; conferences with counsel re same; revise and edit in         7.9   1303.50
                             camera memorandum in support of fee petition.

284   Part.    9.0     220   Draft filing explaining responses to contempt.                                                6.8   1496.00

285   Assc.    7.75    165   Prepare fee submission; conferences with counsel re same; e-mails.                            5.8   957.00

286   Part.    5.0     220   Go over work descriptions and fee calculations for submission.                                3.8   836.00

287   Leg.A.   3.5     66    Assist attorney in brief preparation.                                                         2.6   171.60

288   Assc.    2.0     145   Preparation for and conferences with counsel re in camera brief edits. Edits of in camera     1.5   217.50
                             submission and preparation of fax to client.

289   Leg.A.   9.0     80    Prepare exhibits and cite check of General Motors In Camera Submission of Fees and            6.8   544.00
                             Memorandum in Support.

290   Assc.    11.25   165   Prepare fee submission; letter to counsel; conference with counsel at various firms; revise   8.4   1386.00
                             and edit brief.

291   Part.    7.0     220   Telephone calls with counsel re fee submission; review drafts re same; go over all            5.2   1144.00
                             numbers included for firms.

292   Leg.A.   3.0     66    Miscellaneous assistance in brief preparation.                                                2.2   145.20

293   Part.    0.5     425   Review and approval of District Court submission re attorneys fees.                           0.4   170.00

294   Leg.A.   11.25   80    Cite check and assemble exhibits for General Motors Submission of Fees.                       8.4   672.00

295   Part.    4.0     290   Edit and revise brief submitted to Court; conference with client.                             3.0   870.00

296   Part.    8.5     220   Finalize Court submission.                                                                    6.4   1408.00

297   Leg.A.   3.0     80    Assemble exhibits for brief.                                                                  2.2   176.00

298   Assc.    7.75    165   Revise, edit and file in camera submission for Court.                                         5.8   957.00

299   Part.    1.0     220   Draft letter to opposing counsel.                                                             0.8   176.00




                                                                     69
300        Leg.A.       1.0     66     Pull and photocopy various briefs and pieces of correspondence; fax at request of             0.8       52.80
                                       counsel.

301        Part.        3.5     290    Review and address letters to Court and suggested responses.                                  2.6       754.00

302        Part.        0.5     425    Review and edit letter to Covington & Burling re inadvertent mailing of in camera             0.4       170.00
                                       submission; discussion with counsel re same.

303        Part.        0.75    425    Telephone calls to counsel; review of letter from Covington & Burling; review draft           0.6       255.00
                                       response.

304        Part.        3.0     220    Respond to letter from P. Nickles; telephone conferences with client and counsel.             2.2       484.00

Subtotal                                                                                                                                       20,876.10

Total (less discount)                                                                                                                          20,041.06

           N.       Respond to Respondent Motion re Settlement Agreements, Kirkland & Ellis

                  The time expended here was clearly foreseeable by Butler and his attorneys and was,
           unfortunately, necessary.



Item       Title        Hours   Rate   Description                                                                                   Hrs.      Total
                                $/Hr                                                                                                 Awarded

305        Assc.        1.25    165    Read, analyze and discuss filing with counsel; begin drafting response to same.               1.25      206.25

306        Part.        1.25    290    Conference with counsel re filing; review brief; prepare points of response.                  1.25      362.50

307        Part.        3.0     220    Review latest submission; confer re response; research legal issues.                          3.0       660.00

308        Assc.        1.75    165    Draft response to motion; research on legal issues related to settlements.                    1.75      288.75

309        Part.        4.0     220    Evaluate law and work on response to motion to unseal.                                        4.0       880.00

310        Assc.        0.5     165    Revise and edit opposition to motion to compel settlement agreements.                         0.5       82.50

311        Part.        1.5     290    Edit and revise draft response to filing; review another court's ruling re same; conference   1.5       435.00
                                       with counsel.

312        Part.        4.0     220    Edit response to motion.                                                                      4.0       880.00

313        Part.        2.0     220    Finalize brief in response to motion.                                                         2.0       440.00

314        Part.        1.0     220    Telephone calls with local counsel to finalize and file brief.                                1.0       220.00

315        Part.        4.5     220    Look at submission and prepare response.                                                      3.0       660.00

316        Part.        1.5     290    Update re latest filing on settlement agreement; work on response.                            1.5       435.00

317        Part.        0.5     290    Review of latest filing; e-mails re same.                                                     0.5       145.00

Subtotal                                                                                                                                       5,695.00

Total (less discount)                                                                                                                          5,467.20




           O.       Respond to Court's December 4 Order, Kirkland & Ellis


                                                                            70
Item       Title        Hours   Rate   Description                                                                                     Hrs.      Total
                                $/Hr                                                                                                   Awarded

318        Assc.        4.5     165    Read and analyze Court order; research legal issues; conference with counsel re legal           4.5       742.50
                                       issues.

319        Part.        1.5     220    Review Court Order; review legal authorities in relation to same.                               1.5       330.00

320        Part.        0.5     220    Telephone calls re scheduling and organization of response to order.                            0.5       110.00

321        Assc.        4.0     165    Research legal issues in relation to fees; conference with counsel; telephone conferences       4.0       660.00
                                       with counsel.

322        Part.        1.5     220    Telephone calls re Order and response.                                                          1.5       330.00

323        Assc.        3.25    165    Research on legal issues; begin drafting submission re fees and responses to                    3.25      536.25
                                       interrogatories.

324        Assc.        1.25    165    Draft filing re privilege of billing records.                                                   1.25      206.25

325        Part.        1.0     290    Review of Court order and memorandum re follow-up; conference with client.                      1.0       290.00

326        Part.        1.0     220    Review Court order.                                                                             1.0       220.00

327        Assc.        5.75    165    Draft, revise and edit claim of privilege for billing records and response to                   5.75      948.75
                                       interrogatories; review relevant cases.

328        Part.        0.75    290    Conference with client re Court's decision; circulate order.                                    0.75      217.50

329        Assc.        1.75    165    Research legal issues; revise and edit Court submission; review in camera submission.           1.75      288.75

330        Assc.        1.5     165    Revise and edit privilege submission.                                                           1.5       247.50

331        Leg.A.       0.5     80     Research for attorney.                                                                          0.5       40.00

332        Part.        4.0     220    Draft sections of submissions.                                                                  4.0       880.00

333        Assc.        4.75    165    Revise and edit motion re privilege applied to billing records; conference with counsel.        4.75      783.75

334        Assc.        3.0     165    Response to Court interrogatories; revise and edit privilege brief.                             3.0       495.00

335        Part.        3.0     220    Work on interrogatories responses.                                                              3.0       660.00

336        Assc.        3.25    165    Draft and revise privilege brief and response to interrogatories.                               3.25      536.25

337        Leg.A.       2.5     44     Assisting with brief.                                                                           2.5       110.00

338        Part.        2.0     290    Review draft of submissions to Court and mark edits re same; discuss suggestions with           2.0       580.00
                                       counsel.

339        Assc.        4.75    165    Draft and edit brief in support of privilege for billing records; conference with client re     4.75      783.75
                                       same.

340        Leg.A.       5.0     80     Cite check brief and prepare exhibits for brief in support of protection for confidential       5.0       400.00
                                       and detailed billing records.

341        Part.        1.0     220    Finalize Court submissions.                                                                     1.0       220.00

342        Assc.        3.75    165    Edit and file response to interrogatories and brief supporting protection of billing records.   3.75      618.75

343        Part.        0.5     425    Review of General Motors' response to court's interrogatories and draft brief.                  0.5       212.50

Subtotal                                                                                                                                         11,447.50

Total (less discount)                                                                                                                            10,989.60




                                                                             71
        P.       Reply/December 4 Order, Kirkland & Ellis

               The Court has reviewed the material and finds that sixty (60) percent of the work was
        necessary and forty (40) percent was unnecessary.



Item    Title     Hours   Rate   Description                                                                             Hrs.      Total
                          $/Hr                                                                                           Awarded

344     Assc.     3.75    165    Read and discuss response to GM submission on fees; begin drafting response.            2.2       363.00

345     Part.     1.5     315    Review filing re sanctions award, and outline key issues to include in response, and    0.9       283.50
                                 provide to counsel.

346     Part.     3.0     220    Review filing and outline response.                                                     1.8       396.00

347     Assc.     1.0     165    Analyze response on fees; prepare response; voicemails to counsel.                      0.6       99.00

348     Leg.A.    5.0     80     Review of response to the court's order of December 4, 1995 for various court orders,   3.0       240.00
                                 memoranda, trial transcripts and motions and gather all items for counsel.

349     Part.     2.0     220    Work on reply brief.                                                                    1.2       264.00

350     Leg.A.    7.5     80     Review of response to the court's order of December 4, 1995 for various court orders,   4.5       360.00
                                 memoranda, trial transcripts and motions. Gather all items used as references for
                                 counsel.

351     Part.     3.0     220    Work on reply brief.                                                                    1.8       396.00

352     Assc.     7.75    165    Read cases cited in opposing brief. Draft, revise and edit response to motion.          4.6       759.00

353     Assc.     8.75    165    Draft, revise and edit response to filing.                                              5.2       858.00

354     Assc.     6.25    165    Draft, revise and edit reply to filing for review by counsel.                           3.8       627.00

355     Part.     3.0     220    Work on reply brief.                                                                    1.8       396.00

356     Part.     2.5     315    Review, revise and edit draft brief re sanctions; conference with counsel re same.      1.5       472.50

357     Part.     7.0     220    Work on reply brief.                                                                    4.2       924.00

358     Assc.     6.75    165    Draft, revise and edit reply to submission.                                             4.0       660.00

359     Leg.A.    7.5     80     Research of pleadings re contempt proceeding.                                           4.5       360.00

360     Part.     0.75    315    Conference with counsel re hearing and final reply brief.                               0.4       126.00

361     Assc.     5.75    165    Final revisions and filing of contempt reply.                                           3.4       561.00

Total                                                                                                                              8,145.00




                                                                       72
       Q.       Prepare for and Attend January 30 Hearing, Kirkland & Ellis

              The Court has reviewed the material and finds that fifty (50) percent of the work was
       necessary and fifty (50) percent was unnecessary.



Item   Title     Hours   Rate   Description                                                                                Hrs.      Total
                         $/Hr                                                                                              Awarded

362    Leg.A.    3.0     80     Index and file new pleadings and correspondence.                                           1.5       120.00

363    Part.     1.0     220    Prepare for oral argument.                                                                 0.5       110.00

364    Leg.A.    4.5     80     Prepare selected pleadings for review by counsel in preparation for oral argument.         2.2       176.00

365    Assc.     0.5     165    Supervise collection of materials for counsel for preparation for oral argument; arrange   0.3       49.50
                                motor travel to Norfolk for argument.

366    Leg.A.    7.5     80     Research various pleadings to produce notebook for counsel.                                3.8       304.00

367    Assc.     2.25    165    Review filings and orders in contempt matter since motion for order to show cause;         1.1       181.50
                                prepare materials for counsel to review for contempt hearing; make arrangements for
                                preparation.

368    Assc.     0.75    165    Review reply brief; voicemails to counsel regarding issues at upcoming hearing.            0.4       66.00

369    Part.     0.5     425    Preparation for District Court hearing; telephone calls (voicemail messages) from          0.2       85.00
                                counsel.

370    Assc.     2.25    165    Review cases cited in reply brief; prepare memorandum to counsel re same.                  1.1       181.50

371    Leg.A.    5.0     80     Research and gather cases for counsel in preparation of oral argument.                     2.5       200.00

372    Part.     1.25    425    Preparation for District Court argument.                                                   0.6       255.00

373    Assc.     3.5     165    Draft memorandum to counsel regarding issues to be argued; review pleadings filed in       1.8       297.00
                                Fourth Circuit and District Court; conferences with counsel; read cases cited by
                                respondent.

374    Part.     2.0     425    Discussion with counsel re evidentiary hearing issues; preparation for District Court      1.0       425.00
                                hearing; analysis of counsel's case overview.

375    Part.     5.0     220    Prepare for oral argument.                                                                 2.5       550.00

376    Assc.     3.0     165    Collect materials for counsel's review; draft outline of oral argument; conferences with   1.5       247.50
                                counsel.

377    Part.     1.5     315    Conference with counsel re preparation for hearing; analyze arguments and outline.         0.8       252.00

378    Part.     4.0     220    Prepare for oral argument.                                                                 2.0       440.00

379    Assc.     9.75    165    Research legal issues re fees; conferences with counsel; draft memoranda to counsel;       4.9       808.50
                                conference with counsel regarding issue for hearing.

380    Part.     0.5     425    Review of draft Q's and A's; analysis of draft themes for District Court oral argument;    0.2       85.00
                                preparation for oral argument.

381    Part.     4.0     220    Preparation for oral argument; draft memorandum for counsel. Discuss oral argument         2.0       440.00
                                strategy with client; review Fourth Circuit cases.


                                                                    73
382     Assc.     1.25    165    Prepare for contempt hearing; draft memoranda to counsel; conference with counsel           0.6   99.00
                                 regarding hearing.

383     Part.     3.5     425    Prepare for District Court hearing.                                                         1.8   765.00

384     Assc.     0.75    165    Review and collect materials for contempt hearing.                                          0.4   66.00

385     Part.     6.0     425    Preparation for District Court hearing.                                                     3.0   1275.00

386     Assc.     1.0     165    Research legal issues regarding fees; telephone conferences with counsel.                   0.5   82.50

387     Leg.A.    2.0     80     Research court orders pertaining to attorney depositions for counsel.                       1.0   80.00

388     Part.     11.5    425    Preparation for District Court hearing; travel to Norfolk (work in car); meeting with       5.8   2465.00
                                 counsel and client re District Court hearing strategy; review and analysis of Moseley and
                                 Cockrum records.

389     Part.     10.0    220    Travel to Norfolk by car; work during travel; prepare with counsel and client for oral      5.0   1100.00
                                 argument; review cases cited by respondent.

390     Assc.     10.75   165    Travel to Norfolk, conference en route, conferences with counsel and client; research 4th   5.4   891.00
                                 Circuit cases relating to legal issues for oral argument; prepare materials for oral
                                 argument.

391     Part.     3.0     315    Review of materials to prepare for sanctions hearing in Norfolk.                            1.5   472.50

392     Part.     2.0     425    Preparation for and participation in District Court hearing in Norfolk; attendance at       1.0   425.00
                                 settlement conference with Magistrate Judge Miller.

393     Part.     6.0     220    Meet with counsel to prepare for oral argument; moot court; attend hearing and meeting      3.0   660.00
                                 with Magistrate Judge.

394     Assc.     7.5     165    Prepare for and attend contempt damages hearing; pre-argument conference with               3.8   627.00
                                 counsel; post-argument conference argument with team regarding strategy.

395     Part.     6.0     315    (Norfolk, VA) Prepare for Court hearing; read materials; conference with counsel; attend    3.0   945.00
                                 Court hearing; debrief after hearing.

Total                                                                                                                              15,226.50




                 The Court finds that the total sum of reasonable attorneys' fees through January 30, 1996

        for this contempt proceeding was $165,646.81 and recommends awarding the same to GM for

        this portion.




                                                                       74
                                            Epilogue
                                              Pride goeth before destruction, and a haughty spirit before a
                                                   26
                                              fall.




        The Court thus finds that Respondent's misconduct was the sole proximate cause of

$1613.50 in attorneys' fees in Moseley. The Court further finds that Respondent's misconduct

was a the proximate cause of an additional sum of $17,284.00 in GM attorneys' fees in Moseley

and $5997.00 in Cockrum. Thus the total "harm" to GM caused by Respondent in attorneys' fees

for these two matters is $24,894.50. In sum, the undersigned recommends that the total proper

amount to be assessed against the Respondent Butler under the contempt decision is $24,894.50

for GM's attorneys' fees in correcting the effects of Butler's misconduct in Moseley and Cockrum,

and $165,646.81 in attorneys' fees for this contempt proceeding through the period ending

January 30, 1996, for a total award to Petitioner of $190,541.31.

        A copy of this Report is this day being forwarded to lead counsel for the parties, with a

copy to be filed in the United States District Court for the District of South Carolina and a copy

to be filed with the United States Court of Appeals for the Fourth Circuit.

        IT IS SO ORDERED.

                               /s/
                                                          __________________________________
                                                             UNITED STATES DISTRICT JUDGE

at Norfolk, Virginia

July 26, 1996



  26
    Proverbs 16:18.

                                                 75
