

                United States Court of Appeals                            United States Court of Appeals
                    For the First Circuit                                For the First Circuit
                                         

No. 95-1039

                     HELEN RUTH ANDRADE,
                    Plaintiff, Appellant,

                              v.

    JAMESTOWN HOUSING AUTHORITY, ESTATE OF BARRETT GROSS,
       ERNEST ANTHONY, EDWARD HOLLAND, LLEWELYN EATON, 
           PHYLLIS TIEXIERA AND FREDERICK HILLIER,
                    Defendants, Appellees.
                                         

No. 95-1040

                     HELEN RUTH ANDRADE,
                     Plaintiff, Appellee,

                              v.

    JAMESTOWN HOUSING AUTHORITY, ESTATE OF BARRETT GROSS,
       ERNEST ANTHONY, EDWARD HOLLAND, LLEWELYN EATON,
           PHYLLIS TIEXIERA AND FREDERICK HILLIER,
                    Defendants, Appellees,

                                         

           SELF-HELP, INC. AND DEBORAH A. JACKSON,
                   Defendants, Appellants.
                                         

No. 96-1329

                     HELEN RUTH ANDRADE,
                     Plaintiff, Appellee,

                              v.

    JAMESTOWN HOUSING AUTHORITY, ESTATE OF BARRETT GROSS,
       ERNEST ANTHONY, EDWARD HOLLAND, LLEWELYN EATON,
           PHYLLIS TIEXIERA AND FREDERICK HILLIER.
                   Defendants, Appellants.

        APPEALS FROM THE UNITED STATES DISTRICT COURT

               FOR THE DISTRICT OF RHODE ISLAND

         [Hon. Ernest C. Torres, U.S. District Judge]                                                                

                                         

                            Before

                    Torruella, Chief Judge,                                                      
                Cyr and Stahl, Circuit Judges.                                                         

                                         

Ernest Barone for Helen Ruth Andrade.                         
Frank  E. Reardon  with whom Hassan  &amp; Reardon, P.C.  was on brief                                                                
for Self-Help, Inc. and Deborah Jackson.
James A. Donnelly for Jamestown Housing Authority, et al.                             

                                         

                         May 1, 1996
                                         

          STAHL, Circuit Judge.   Plaintiff-appellant,  Helen                      STAHL, Circuit Judge.                                          

Ruth Andrade, filed a  five-count complaint in Rhode Island's

federal district  court seeking redress  for her  termination

from   employment  as  an  administrative  assistant  at  the

Jamestown  Housing Authority  ("JHA").   In addition  to JHA,

Andrade  sued Self-Help,  Inc. ("Self-Help"),  the sponsoring

agency  that placed her at  JHA; Deborah Jackson, a Self-Help

employee;  Barrett  Gross,1  JHA's  Executive  Director;  and

Ernest  Anthony,  Edward  Holland,  Llewelyn  Eaton,  Phyllis

Tiexiera,  and  Frederick  Hillier,  all  of  whom  were  JHA

Commissioners.  At trial,  Andrade sought to prove violations

of 42  U.S.C.   1983  (Count II), 42 U.S.C.    1985(3) (Count

III), and state tort (Count IV) and contract (Count V) law.2

          At  the  close  of evidence,  the  district  court,

pursuant to  Fed. R. Civ.  P. 50(a), granted  the defendants'

motions for judgment as a matter of law on Counts III, IV and

V, reserved ruling on JHA's Rule 50(a) motion as to Count II,

and submitted  Count II  to the jury.   The  jury found  JHA,

Gross, and Eaton liable on Count  II and awarded compensatory

and punitive  damages to  Andrade.  The  parties subsequently

filed  motions for  attorney's fees,  and the  district court

referred  the  motions to  the  magistrate for  a  report and

                                                    

1.  Barrett  Gross  died  before  the  commencement  of  this
litigation.  His estate has been sued as a party defendant.

2.  Count  I,   charging  a  violation  of   Title  VII,  was
voluntarily dismissed by Andrade on the first day of trial.

                             -3-                                          3

recommendation.   The magistrate's report and recommendation,

adopted by the  court, granted fees to Andrade  as prevailing

plaintiff vis a vis  JHA, Gross, and Eaton and  to Self-Help,                               

Jackson,   Anthony,   Holland,  Tiexiera,   and   Hillier  as

prevailing defendants.

          Andrade appeals  the grant of judgment  as a matter

of  law on  Counts IV and  V as  well as  the attorney's fees

award.  JHA cross-appeals the denial of the Rule 50(b) motion

on  Count  II.     Self-Help  and  Jackson  cross-appeal  the

attorney's fees award.  Finding no error, we affirm.

                              I.                                          I.                                            

                          Background                                      Background                                                

A.  The Relevant Facts                                  

          Self-Help, a non-profit  corporation, operates  the

Senior Aide  Program ("the  Program") in the  East Providence

area.   The  Program, which  is funded  by the  Department of

Labor  through  the  National  Council  of  Senior   Citizens

("NCSC"),  seeks to  employ low-income seniors  in non-profit

businesses and  municipal agencies as "Senior  Aides."  Under

the Program, Senior Aides spend a maximum of  two years at an

assignment, receiving on-the-job  and/or other training, with

a  goal  of  attaining  placement in  unsubsidized  positions

thereafter.

          During  the summer  of  1990, Nancy  Newbury, JHA's

Executive  Director, contacted Self-Help to inquire about the

                             -4-                                          4

possibility of JHA becoming a host  agency under the Program.

Bridget Kelly, Self-Help's Director of the  Senior Employment

Program,  and  Newbury  agreed  that  JHA  would  create  two

administrative assistant positions  for Senior Aides  at JHA.

Newbury  then posted  the  positions,  and  Andrade  applied.

After  Kelly determined  that  Andrade was  eligible for  the

Program, Newbury interviewed Andrade and offered her the job.

Andrade accepted.

          At trial, Newbury and Kelly both testified that, at

some point  during the hiring process,  Andrade informed them

that she  was receiving  workers'  compensation benefits  and

stated that she would only want to work at JHA so long as the

wages she  would receive from Self-Help would  not reduce her

existing benefits.  Newbury's  and Kelly's testimony diverged

on how they responded to this information.

          Newbury  testified that, with  Kelly and Andrade in

her office, she called Andrade's case manager at the Workers'

Compensation Commission ("the  Commission") on  speakerphone,

and he assured them that Andrade's wages from Self-Help would

not reduce  her  benefits.   Kelly,  however, denied  such  a

conversation took  place and testified that  she had informed

Andrade that  her review  of  the NCSC  Policy and  Procedure

Manual ("NCSC Manual") suggested  that the benefits would not

be counted  in determining  her income eligibility  under the

                             -5-                                          5

Program, but  that Andrade  should contact the  Commission to

see how it would handle her receipt of wages.

          In July 1990,  Andrade began work at  JHA.  Shortly

thereafter,   Newbury  resigned  as  Executive  Director  and

brought  charges  of  racism   against  JHA,  requesting   an

investigation of  its adherence  to fair  housing principles.

On April 30,  1991, during hearings before the Jamestown Town

Council, Andrade testified  that Commissioner Eaton had  made

two racially discriminatory remarks in her presence.  

          Meanwhile,  in  March  1991,  the  Commission  sent

Andrade a "Report  of Earnings" form,  requesting information

about her  Self-Help wages.   Because Andrade did  not return

the form,  the Commission sent another  in April.   On May 1,

1991, when Kelly's successor, Deborah Jackson, went to JHA to

recertify Andrade for her second year of the Program, Andrade

showed  Jackson the Report of Earnings form and asked for her

assistance in filling it out.  Jackson  agreed to look at the

form and took it with her.

          While at JHA that day, Jackson  also met with Gross

who requested  that Self-Help  transfer Andrade from  JHA for

having testified against Eaton  the night before.  On  May 2,

1991,  Gross  sent  Jackson  a   letter  memorializing  their

conversation  which requested that  she "attempt  to transfer

Senior Aid [sic] Helen Andrade from the Authority" and stated

that  "Her testimony  against one  of our  commissioners, Mr.

                             -6-                                          6

Eaton, who is ultimately  her superior has made  her presence

here uncomfortable."

          On  May  8, 1991,  having  examined  the Report  of

Earnings  form, Jackson  notified Caroline  Pellegrino, Self-

Help's  Director of  Senior  Services, that  Andrade had  not

reported   her   Self-Help   earnings  to   the   Commission.

Pellegrino  called the  Commission and  was informed  that it

could hold Self-Help liable for the wages paid to an employee

who   was   receiving    workers'   compensation    benefits.

Pellegrino,  in  turn,   notified  Dennis  Roy,   Self-Help's

Executive Director, and  Roy referred her to Mary  Mulvey, an

NCSC representative.  Mulvey  informed Pellegrino that  Self-

Help  might also be liable to NCSC for Andrade's wages should

inclusion of her workers' compensation benefits in the income

eligibility  assessment  render  Andrade ineligible  for  the

Program.   Mulvey  recommended Andrade's  termination pending

resolution  of  the  issue.    Roy  agreed  and  had  Jackson

telephone Andrade with the news.

          Referring   generally   to   a  problem   regarding

Andrade's receipt of workers' compensation  benefits, Jackson

asked Andrade to go home for  the day and said that she would

be phoning  her with  more  details.   Later that  afternoon,

Jackson told Andrade  that she was terminated  because of her

failure to report  her wages  to the Commission.   Five  days

later,  Jackson  sent Andrade  a  letter  stating that  "Your

                             -7-                                          7

failure to notify R.I. Workers  [sic] Compensation Department

of  your entering the Senior  Aide Program is  the reason for

the termination."

          Having  learned  of Andrade's  termination, Newbury

appeared before Gross  and the Commissioners at  the next JHA

board meeting  and petitioned for Andrade's  reinstatement to

her  former position.   Newbury  testified that  Commissioner

Hillier responded to her  plea by stating that "it would be a

cold day in hell when anybody testifies against us and thinks

they are going to have a job here."

B.  Prior Proceedings                                 

          Andrade's   complaint   charged  JHA,   Gross,  the

Commissioners,  Self-Help, and  Jackson  with  violations  of

Title VII (Count I -- which she later dismissed voluntarily),

42  U.S.C.     1985(3)  (Count III),  wrongful  and  tortious

discharge,  intentional infliction of emotional distress, and

interference  with  contract  (Count  IV);  JHA,  Gross,  and

Commissioners  Holland,  Hillier,  Eaton, and  Tiexiera  with

violation  of 42 U.S.C.   1983 (Count II); and Self-Help with

breach  of express  and implied  contract  (Count V).   After

discovery,  a seven-day jury trial  ensued.  At  the close of

the evidence,  all of  the  defendants sought  judgment as  a

matter of law under Fed. R. Civ. P. (50)(a) on Counts III and

IV; JHA  brought a Rule 50(a)  motion on Count  II, and Self-

Help brought  a Rule 50(a) motion  on Count V.   The district

                             -8-                                          8

court delivered a detailed oral opinion, granting the motions

as to  Counts III, IV, and V, and reserving decision on Count

II until after the jury returned its verdict.  

          As to Count V, the court concluded that (i) Andrade

had failed to  provide any evidence that  an express contract

for a  definite duration  existed between her  and Self-Help,

(ii) the fact that  the NCSC Manual and the  Self-Help Senior

Employment Program Personnel Policy ("the  Self-Help Policy")

limited Andrade's employment at JHA to two years and provided

for  an annual  recertification  review did  not establish  a

definite  term of  employment, (iii) Andrade  and Self-Help's

mutual mistake as to whether Andrade's earnings would be paid

to  the  Commission  prevented  a  meeting  of  the  minds, a

necessary element  to the formation  of a contract,  and (iv)

even  assuming  arguendo  that  a contract  existed,  Andrade                                    

suffered no damage  in its breach  because any earnings  that

she   was  denied  would  have  to  have  been  paid  to  the

Commission.  In ruling on Count IV, the court found that  (i)

no cause of action for wrongful  discharge exists under Rhode

Island  law, (ii) Andrade  failed to provide  evidence of any

injury  of sufficient  magnitude  to satisfy  the element  of

intentional  infliction  of   emotional  distress   requiring

physical manifestation  of injury  and failed to  provide any

expert medical testimony showing a causal connection  between

Andrade's  symptoms, some  of which  existed well  before her

                             -9-                                          9

termination,  and  defendants'  actions,  and  (iii)  because

Andrade  did not have a contract with Self-Help that gave her

an  expectation of  continued employment,  there could  be no

tortious interference with that contract.

          With only Count  II before it, the  jury returned a

verdict for Andrade vis a vis JHA, Gross, and Eaton.  Hillier                                         

and  Tiexiera  were found  not  liable.    The  jury  granted

compensatory damages of  $7,183 against the three  defendants

and punitive  damages of $250  each against Gross  and Eaton.

After excusing the jury,  the district court returned  to the

unresolved Rule 50 motion on Count  II.  The court denied the

motion,  finding  that Gross's  letter  of  May 2,  1991  and

Commissioner  Hillier's  response  to  Newbury's  request  to

reinstate Andrade were sufficient to permit a reasonable jury

to  find that  Andrade was  terminated because  she testified

against Commissioner Eaton at  a public hearing.  Thereafter,

the court  referred the parties' motions  for attorney's fees

to the magistrate for a report and recommendation.

          After  a  hearing,   the  magistrate  found   that,

although she  was a  prevailing plaintiff under  42 U.S.C.   

1988, Andrade had succeeded  in only one of her  five claims,

had received only $7,183 in compensatory damages and $500  in

punitive damages, and had brought frivolous claims.  Based on

these  findings,  the  magistrate  granted  Andrade  a modest

attorney's fees award of $2,500.  Finding that Counts I, III,

                             -10-                                          10

and IV  were frivolous,  the magistrate concluded  that Self-

Help,  Jackson, Holland, Hillier,  Anthony, and Tiexiera were

prevailing defendants  under    1988 and  42 U.S.C.    2000e-

5(k).  Mindful of  Andrade's limited financial resources, the

magistrate granted  Self-Help and Jackson a $1,000 attorney's

fee for their defense  of Counts I and III  and Commissioners

Holland, Hillier,  Anthony, and Tiexiera a  $1,500 attorney's

fee for their defense of Counts I, III, and IV.  The district

court adopted the magistrate's report and recommendation.

                             II.                                         II.                                            

                          Discussion                                      Discussion                                                

A.  Judgment as a Matter of Law                                           

          1.  Andrade's Appeal                                          

          On appeal, Andrade contends that the district court

erred in granting  judgment as a  matter of law on  Counts IV

and  V  of her  complaint.   After  reciting the  standard of

review, we consider these contentions separately.

          We review  the grant  of a  Rule  50(a) motion  for

judgment as a matter of law de novo, under the same standards                                               

as the district  court.   See Coastal Fuels  of Puerto  Rico,                                                                         

Inc. v. Caribbean Petroleum Corp., No. 95-1460, slip op. at 6                                             

(1st  Cir. Mar. 12, 1996).   The evidence  and the inferences

reasonably to be drawn therefrom  are considered in the light

most  favorable to the non-movant.   The court, however, must

"not consider the credibility of witnesses, resolve conflicts

                             -11-                                          11

in  testimony,  or  evaluate  the weight  of  the  evidence."

Wagenmann  v. Adams,  829 F.2d 196,  200 (1st Cir.  1987).  A                               

verdict may  be directed  only if  the evidence,  viewed from

this perspective, "would not permit a reasonable jury to find

in  favor of  the  plaintiff[] on  any  permissible claim  or

theory."  Murray v. Ross-Dove Co., 5  F.3d 573, 576 (1st Cir.                                             

1993).

               a.  Contract Claim                                             

          Andrade contends that the evidence she submitted on

Count V  was legally sufficient  to permit a  jury to find  a

breach of contract, and therefore the district court erred in

granting  Self-Help judgment as a  matter of law  on Count V.

Because  we agree with the  court below that  Andrade did not

prove a prima facie case of breach of contract, we affirm the

court's grant of the Rule 50(a) motion on Count V.

          Under Rhode Island law, it is well established that

"a promise  to  render personal  services to  another for  an

indefinite  term is  terminable at  any time  at the  will of

either party and therefore creates no executory obligations."

School Comm. of Providence v. Board of Regents for Educ., 308                                                                    

A.2d 788, 790 (R.I. 1973); see also Lamoureux v. Burrillville                                                                         

Racing  Ass'n,  161  A.2d  213,  216  (R.I.  1960);  Booth v.                                                                      

National  India-Rubber  Co.,  36  A. 714,  715  (R.I.  1897).                                       

Although she  presented no evidence of  an express employment

contract for  a fixed  period between herself  and Self-Help,

                             -12-                                          12

Andrade  argues  that  certain  provisions in  the  Self-Help

Policy  and the NCSC Manual, both of which were admitted into

evidence, created a triable issue as to whether she and Self-

Help  had an implied contract for a fixed period3 and whether

she could only be terminated for just cause.4

          Apparently recognizing  it to be an  issue of first

impression, however, the Rhode Island Supreme Court expressly

avoided  the question of  whether to adopt  the emerging case

law that  employment manuals  or policies  may  give rise  to

enforceable  contract rights,  Roy  v. Woonsocket  Inst.  for                                                                         

Sav., 525 A.2d 915, 918 (R.I.  1987), and, as a federal court                

hearing  this   state  law   issue  under  our   supplemental

jurisdiction,  we  are  reluctant to  extend  Rhode  Island's

contract law "beyond its well-marked boundaries."  Markham v.                                                                      

Fay, 74 F.3d 1347, 1356 (1st Cir. 1996); cf. A. Johnson &amp; Co.                                                                         

v. Aetna  Casualty and  Sur. Co., 933  F.2d 66, 73  (1st Cir.                                            

1991) (holding that this  court, sitting in diversity, should

                                                    

3.  In   particular,  Andrade   claims   that  the   two-year
durational limit upon her employment  at JHA and the one-year
recertification review by  Self-Help supplied the  durational
term.

4.  Andrade identifies  an "employability plan" that  she and
Newbury devised and Self-Help adopted as an additional source
of  her alleged contract  rights.   Testimony, viewed  in the
light  most  favorable to  Andrade,  revealed  that the  plan
detailed   Newbury's  and   Andrade's  goals   for  Andrade's
employment  at JHA.  The ultimate goal identified in the plan
was training  Andrade to become a  certified housing manager.
Nothing  in the  plan,  however, suggested  that Andrade  was
guaranteed  employment at JHA for a definite term or that she
would only be terminated for cause.  

                             -13-                                          13

not  "torture  state  law  into   strange  configurations  or

precipitously to blaze new and  unprecedented jurisprudential

trails"); Mason v. American Emery  Wheel Works, 241 F.2d 906,                                                          

909-10 (1st Cir.)  (noting that a  diversity court must  take

state law as  it finds it, "not  as it might  conceivably be,

some day; nor even as it should  be"), cert. denied, 355 U.S.                                                               

815  (1957).  Because Andrade has not convinced us that Rhode

Island would so extend  its contract law, we decline to do so

here.

               b.  Tort Claims                                          

          Andrade also contends that she submitted sufficient

evidence  to permit a jury  to find the  torts of intentional

infliction  of  emotional  distress,  wrongful  and  tortious

discharge, and interference with  contract, and therefore the

district court erred in granting the defendants judgment as a

matter of  law on Count IV.   We consider each  tort claim in

turn.

          Rhode Island  recognizes  a  cause  of  action  for

intentional   infliction   of  emotional   distress  ("IIED")

patterned after    46  of the Restatement  (Second) of  Torts

(1965).   Champlin v. Washington Trust Co., 478 A.2d 985, 988                                                      

(R.I. 1984).   To prevail on  a claim of IIED,  the plaintiff

must  prove that  the  defendant, by  extreme and  outrageous

conduct,  intentionally or  recklessly  caused the  plaintiff

severe  emotional  distress.   Id.  at  989.    Rhode  Island                                              

                             -14-                                          14

requires  that to  be "severe,"  the emotional  distress must

evoke some physical manifestation.   Reilly v. United States,                                                                        

547 A.2d 894, 898-99  (R.I. 1988); Curtis v. State  Dep't for                                                                         

Children, 522 A.2d 203, 208 (R.I. 1987).                      

          At  trial, Andrade testified  on direct examination

that as a result of her termination from employment at JHA in

May 1991, she experienced irritated bowels, diarrhea, tension

headaches, and sleeplessness.  Andrade  stated, however, that

the diarrhea and tension  headaches began in the latter  part

of  1990,   months  before   her  termination.     On  cross-

examination,  Andrade  also   conceded  that  prior   to  the

occurrence of  the events  alleged in  the complaint  she had

experienced   stomach   problems.     Specifically,   Andrade

acknowledged that she had gastric  surgery in 1978, 1980, and

1981 for which she continues to take medication.  

          Andrade relied exclusively on her own  testimony to

prove her IIED claim.  The district court, in ruling on the 

defendants'  Rule 50(a) motion, found that Andrade's testimony

-- 

that she  had  experienced these  symptoms  contemporaneously

with her  termination and  her termination  was the  cause of

these  symptoms  --  was  insufficient  to  prove  causation,

particularly   given  Andrade's  prior   history  of  stomach

problems, headaches,  and diarrhea.   In directing  a verdict

against Andrade  on  the  IIED claim,  the  court  cited  her

                             -15-                                          15

failure to produce expert medical testimony that her symptoms

were in fact caused by the defendants' conduct.

          Rhode Island case law is  silent on the question of

the  necessity of  expert  testimony to  prove the  causation

element of IIED.   Section 46 of the Restatement  (Second) of

Torts, on which Rhode Island's IIED claim is  patterned, also

fails   to  provide  any  clues;  nowhere  in     46  is  the

introduction  of  expert medical  testimony required  or even

mentioned.  Despite this silence, however, we find that under

the particular  facts of  this case expert  medical testimony

was indispensable to the proof of causation.

          Had the district court allowed the IIED claim to go

to the jury at the close of the evidence, the jury would have

been faced with the daunting  task of ascertaining the degree

to  which  Andrade's  physical  symptoms were  the  proximate

result of  her termination  as opposed  to her prior  gastric

surgeries,   chronic  maladies,  or   other  outside  forces.

Understanding  the  relationship  between Andrade's  physical

symptoms and the competing causal factors without the benefit

of  medical expertise,  however, was  beyond  the ken  of the

jury.5   See Vaughn v.  Ag Processing, Inc.,  459 N.W.2d 627,                                                       

636-37 (Iowa 1990) (holding that expert medical testimony was

                                                    

5.  In so holding, we are not establishing a bright-line rule
that  expert  testimony  is  always necessary  to  prove  the
causation prong of IIED.   There may very well  be situations
where causation is within the common knowledge and experience
of the layperson; this case, however, is not one of them.

                             -16-                                          16

required to establish  causation between  harassment at  work

and  physical  symptoms  "that  peaked  three   months  after

[plaintiff] left his employment");  Mayer v. Town of Hampton,                                                                        

497  A.2d 1206,  1211  (N.H.  1985)  (holding that  proof  of

causation in an IIED  claim "will usually be based  on expert

testimony"); but  see Tanner v.  Rite Aid  of West  Virginia,                                                                         

Inc., 461 S.E.2d 149, 160-61 (W. Va. 1995) (holding that jury                

could properly evaluate  IIED claim without expert  testimony

despite  plaintiffs' prior  history  of emotional  problems).

Because Andrade's own testimony and conclusions regarding the

cause   of  her   physical  symptoms,  by   themselves,  were

insufficient  to allow  a jury  to find  the requisite  nexus

between her  distress and  the  May 8,  1991 termination,  an

element of the prima  facie case for IIED was  not satisfied,

and the district court correctly granted the defendants' Rule

50(a) motion on the IIED claim.

          Turning  to  the  remaining  tort  claims,  we note

Andrade's  acknowledgment that the Rhode Island Supreme Court

has unequivocally held  that no  cause of  action exists  for

wrongful  discharge in Rhode Island.  Pacheo v. Raytheon Co.,                                                                        

623  A.2d  464,  465   (R.I.  1993).    Nonetheless,  Andrade

maintains that  she presented sufficient evidence  for a jury

to find the nonexistent cause of action.  In conjunction with

her wrongful  discharge claim, Andrade  alleged violations of

Rhode Island's Fair Housing Practices Act and Fair Employment

                             -17-                                          17

Practices  Act.   Andrade argues  that infusing  her wrongful

discharge claim with references to independent  violations of

state laws made  it cognizable.   We disagree.   Pacheo  made                                                                   

clear  that there is no common law tort of wrongful discharge

in Rhode  Island and that protection  against discharges that

contravene public policy is for the General Assembly, not the

courts.6   623  A.2d  at 465.    Accordingly, we  affirm  the

district court's  grant of the defendants'  Rule 50(a) motion

on the wrongful discharge claim.

          Finally,   Andrade   claims   that  she   presented

sufficient evidence for a  jury to find tortious interference

with contract.   Our  earlier determination that  Andrade did

not present sufficient evidence  of an enforceable employment

contract,  however, is dispositive of this claim as well.  In

Rhode Island, the existence  of a contract, not surprisingly,

is an element of the tort of interference with contract.  See                                                                         

Smith  Dev. Corp. v. Bilow  Enters., Inc., 308  A.2d 477, 482                                                     

(R.I.  1973).   Given  Andrade's  failure  to establish  this

element at trial,  the district court  was correct in  taking

the interference with contract claim away from the jury.

          Andrade   also  argues   that  she   has  presented

sufficient evidence to prove the similar but distinct tort of

                                                    

6.  We  express  no  view  on  whether  violations  of  Rhode
Island's  Fair  Housing  Practices Act  and  Fair  Employment
Practices   Act,  alleged   independently  of   the  wrongful
discharge claim, could have been established.

                             -18-                                          18

interference with prospective contractual relations. Andrade,

however,  not only failed  to raise this  argument below, see                                                                         

United  States v.  Palmer,  956 F.2d  3,  6 (1st  Cir.  1992)                                     

(holding  that  argument not  raised  below  is waived),  she

failed to assert  this claim in her  complaint.  Accordingly,

we refuse to consider this argument.

          2.  JHA's Cross-Appeal                                            

          JHA argues that Andrade did  not present sufficient

evidence that it acted to deprive Andrade of her civil rights

in  violation  of    1983, and  therefore the  district court

erred  in failing to grant its Rule 50(b) post-verdict motion

on  Count II.  We review  the denial of a post-verdict motion

for judgment as a matter of law de novo, see  Lama v. Borras,                                                                        

16 F.3d  473, 477 (1st  Cir. 1994),  and we must  sustain the

court's denial of a Rule 50(b) motion "`unless  the evidence,

together  with  all reasonable  inferences  in  favor of  the

verdict,  could   lead  a  reasonable  person   to  only  one

conclusion,  namely, that  the moving  party was  entitled to

judgment,'" id. (quoting  PH Group  Ltd. v.  Birch, 985  F.2d                                                              

649, 653 (1st Cir. 1993)).

          During  its deliberations  on  Count  II, the  jury

asked the court  how to distinguish  JHA from the  individual

Commissioners.  The district  court responded that the action

of a majority of the five Commissioners constituted an action

of  JHA.   JHA argues  therefrom that  because the  jury only

                             -19-                                          19

found  one of the Commissioners liable when it needed to find

three Commissioners liable  in order to find that  JHA acted,

the jury could not have found  JHA liable as it did.  Because

we find  that Andrade provided ample evidence  from which the

jury could have concluded that JHA violated   1983, we affirm

the district court's denial of JHA's Rule 50(b) motion.

          Andrade  presented  three  significant   pieces  of

direct  evidence:  (1) Gross's May 2, 1991, letter to Jackson

requesting  Andrade's  transfer  from  JHA  because   of  her

testimony against Commissioner Eaton at a public hearing, (2)

Andrade's  tape recording  of her  May 1,  1991, conversation

with Gross,  during which  he stated that  "[I]t's [Andrade's

testimony]  been  a  problem  with the  Commissioners.    The

Commissioners, the five Commissioners,  hire and fire me and,

in essence, they hire and fire you, or they hire and transfer

you . . . ," and (3) Commissioner Hillier's refusal  at a JHA

Board  Meeting to  consider  reinstating Andrade  due to  her

testimony against Commissioner Eaton.  Assuming arguendo that                                                                    

under   1983 a  majority of the Commissioners was  needed for

JHA to have  acted, the  jury could have  inferred from  this

evidence  that (1)  a  majority of  the Commissioners  shared

Gross's views  or two  of  the Commissioners  present at  the

Board  Meeting  shared  Commissioner  Hillier's  views,7  (2)

                                                    

7.  Indeed, no  evidence was presented  that any Commissioner
publicly renounced Hillier's comment.

                             -20-                                          20

these  same  Commissioners  had  authorized  their  Executive

Director, Gross, to request Andrade's transfer in retaliation

for her testimony, and (3)  Gross's May 1, 1991, conversation

with  Jackson  as memorialized  in  his May  2,  1991, letter

caused Self-Help to terminate Andrade.

          To the extent that JHA is also complaining that the

verdict   is  inconsistent   in  that   it  finds   only  one

Commissioner  liable at the same time as it finds JHA liable,

that  argument is waived because  of JHA's failure  to make a

timely objection  to the alleged inconsistency.   See Bonilla                                                                         

v.  Yamaha Motors Corp., 955 F.2d 150, 155-56 (1st Cir. 1992)                                   

(holding that a party waives the issue of inconsistency if it

fails to object after the verdict is read and before the jury

is dismissed).

B.  Attorney's Fees                               

          We  review a fee award  only for mistake  of law or

abuse of discretion, see  Krewson v. City of Quincy,  74 F.3d                                                               

15,  17 (1st Cir. 1996), and accord deference to the district

court's "extremely broad" discretion in this area, Lipsett v.                                                                      

Blanco,  975  F.2d 934,  937  (1st  Cir.  1992).   "[B]ecause                  

determination of  the extent of a  reasonable fee necessarily

involves a series  of judgment calls,  an appellate court  is

far more likely to defer to the trial court  in reviewing fee

computations than  in many  other situations."   Lipsett, 975                                                                    

                             -21-                                          21

F.2d at 937.  Here, Andrade as well as  Self-Help and Jackson

challenge the court's fee award.

          1.  Andrade's Appeal                                          

          Andrade  challenges the fee award on three grounds.

She argues  that the  district court  misapplied the  law and

abused its discretion in (1) setting the hourly rate at $125,

(2)  reducing  her fee  award  for partial  success,  and (3)

awarding  attorney's  fees  to  Self-Help,  Jackson, Holland,

Anthony, Hillier, and Tiexiera  as prevailing defendants.  We

consider each challenge in turn.

               a.  Reasonableness of Hourly Rate                                                            

          In his  report and  recommendation, adopted by  the

district court,  the magistrate set a  reasonable hourly rate

for Andrade's  counsel at $125.   Andrade's counsel suggested

an  hourly  rate  of  $200  for  his  services,   citing  his

experience,  a $200/hr.  rate he  had received  in  a similar

case, and affidavits from two  civil rights attorneys in  the

community   attesting  that   they  charged  $175/hr.     The

magistrate,  however,   noted  that   JHA,  Gross,  and   the

Commissioners requested a $125  hourly rate and Self-Help and

Jackson  requested a rate within the $100 to $125 range.  The

magistrate set  the rate for Andrade's  attorney at $125/hr.,

reasoning that  $200/hr. is not  a reasonable rate  for civil

rights  litigation in  the  Providence, Rhode  Island,  area,

Andrade  had not  provided  adequate support  for the  higher

                             -22-                                          22

rate, and no reason presented itself why Andrade's attorney's

rate  should  be  more  than the  defense  attorneys'  rates.

Andrade  argues on appeal that in basing her counsel's fee on

the amounts proposed by the defendants, the magistrate failed

to  apply the  prevailing  community rate  for federal  civil

rights  litigation and  to  account for  the contingency  and

delay-in-payment  factors that distinguish her counsel's rate

from that of the defense attorneys.

          In  determining  a   reasonable  hourly  rate,  the

Supreme Court has recommended that courts use "the prevailing

market  rates  in the  relevant  community"  as the  starting

point.   Blum  v.  Stetson, 465  U.S.  886, 895  n.11  (1984)                                      

(defining "prevailing  market rates" as "those  prevailing in

the community  for similar services by  lawyers of reasonably

comparable  skill,  experience and  reputation").    While an

attorney  may  inform  the  court's  analysis   by  providing

evidence  of her  customary  billing rate  and of  prevailing

rates in the community,  the court is not obligated  to adopt

that rate.  Moreover,  the court is entitled to rely upon its

own knowledge of  attorney's fees in its surrounding  area in

arriving at a reasonable hourly rate, see Nydam v. Lennerton,                                                                        

948  F.2d 808,  812-13  (1st  Cir.  1991); United  States  v.                                                                     

Metropolitan Dist. Comm'n,  847 F.2d 12, 19  (1st Cir. 1988),                                     

as well  as the defense  attorneys' rates,  cf. Liberty  Mut.                                                                         

Ins.  Co. v. Continental Casualty Co., 771 F.2d 579, 588 (1st                                                 

                             -23-                                          23

Cir. 1985) (comparing  plaintiff's counsel's fee estimate  to

defendant  counsel's estimate in  attempting to ascertain how

much of jury's damage  verdict was based on fees  that should

not have been allowed).

          The magistrate  in the  present case did  not stray

from  these principles  in  determining  a reasonable  hourly

rate.   To the contrary,  he determined the prevailing market

rate  for federal  civil rights  litigation by  utilizing his

knowledge and  experience  of the  Providence, Rhode  Island,

market  while considering  the  customary rates  of Andrade's

counsel,  the  defense attorneys,  and  two Providence  civil

rights  attorneys.    Accordingly,  we cannot  say  that  the

district  court,  in  adopting the  magistrate's  report  and

recommendation, misapplied  the law or abused  its discretion

in setting an hourly rate of $125 for Andrade's counsel.  

          As for Andrade's  contention that the  magistrate's

reliance on  the defense  attorneys' rates failed  to account

for her  counsel's contingency and  delay-in-payment factors,

the Supreme Court has held that an attorney's contingent risk

is ordinarily  subsumed  (at least  to  some extent)  in  the

"lodestar" calculation, City of Burlington v. Dague, 505 U.S.                                                               

557, 562-63  (1992), which  is determined by  multiplying the

total number of hours reasonably spent by a reasonable hourly

rate, Hensley v. Eckerhart, 461 U.S. 424, 433 (1983) (holding                                      

that  the  lodestar  provides  the basis  for  determining  a

                             -24-                                          24

reasonable fee).  In  particular, the Dague Court  found that                                                       

an  attorney's  contingent risk  results  in  part8 from  the

difficulty of establishing the merits  of the claim, and this

difficulty is ordinarily reflected in the lodestar, i.e., "in                                                                    

the  higher   number  of  hours  expended   to  overcome  the

difficulty,  or in  the  higher hourly  rate of  the attorney

skilled and experienced enough to do so."  Dague, 505 U.S. at                                                            

562-63.  Accordingly, for  Andrade's argument to survive, she

must establish that the magistrate improperly assessed either

one or both of these two factors.  Upon reviewing the record,

we perceive no such error.

          Andrade  cannot  complain  about  the  magistrate's

determination of  the first prong of the  lodestar because he

accepted  as reasonable  the  211.90 hours  that her  counsel

requested.   Nor  can  she complain  about  the second  prong

because we have  already found the magistrate's choice of the

$125/hr. rate to  be reasonable.   Because we  find that  the

difficulty of the    1983  claim was fully  reflected in  the

number of  billable hours  recorded by Andrade's  counsel and

his  special  skill  and  experience  was  reflected  in  the

reasonableness  of  the  hourly rate,  Andrade's  contingency

argument must fail.

                                                    

8.  An  attorney's  contingent  risk also  results  from "the
legal and factual merits of  the claim."  Dague, 505 U.S.  at                                                           
562.   The Court, however,  expressly found that  this factor
"should  play no part in the calculation of the [fee] award."
Id. at 563.                 

                             -25-                                          25

               b.  Amount of Award                                              

          In  determining the amount  of Andrade's fee award,

the magistrate  carefully followed the  multi-factor analysis

laid  out in  Hensley  v.  Eckerhart,  461 U.S.  424,  429-37                                                

(1983), the  seminal case  on awarding attorney's  fees under

the Civil Rights Attorney's Fees Awards Act of 1976, codified

at 42 U.S.C.    1988.  The  magistrate began his analysis  by

calculating the  lodestar.   See  Hensley, 461  U.S. at  433.                                                     

Multiplying 211.90  hours by  $125, the magistrate  reached a

lodestar of $26,487.50.

          After  finding  that  Andrade's  five  claims  were

interrelated because  they involved  a common core  of facts,

see id. at  434-36, the magistrate  then weighed the  factors                  

that  might lead to an  adjustment of the  lodestar upward or

downward,  beginning  with  the  crucial  "results  obtained"

factor,  id. at 434.   Noting that Andrade  prevailed on only                        

one of her five claims  and the jury awarded her only  a very

modest amount  of  compensatory  and  punitive  damages,  the

magistrate concluded that Andrade  had achieved an  extremely

limited degree of success.  Concluding that three of her five

claims  were  frivolous,  the   magistrate  then  found  that

Andrade's  fees  and expenses  would have  been significantly

reduced  had she  "conducted a  meaningful evaluation  of the

case"  and elected  to bring  only her  non-frivolous claims.

                             -26-                                          26

Based  on these  considerations,  the  magistrate  downwardly

adjusted the lodestar to $2,500.  

          On appeal, Andrade argues that the $2,500 fee award

compensated her  attorney for a meager twenty  hours of work,

far  too few  to litigate  a federal  civil rights  suit from

complaint to jury verdict.  Accordingly, she claims that this

ninety-one percent reduction of the lodestar, from $26,487.50

to  $2,500, was a misapplication  of Hensley and  an abuse of                                                        

discretion.  We disagree.

          Hensley makes clear that where multiple claims  are                             

interrelated  and  a  plaintiff  has  achieved  only  limited

success,  awarding  her  the  entire  lodestar  amount  would

ordinarily be excessive.   Id. at  436.  Hensley,  therefore,                                                            

counsels that, while  "[t]here is no precise  rule or formula

for  making these  determinations," a  court "may  attempt to

identify specific hours  that should be eliminated, or it may

simply reduce the award to account for  the limited success."

Id.  In  short, the test that emerged from  Hensley is that a                                                               

court  should  award  only  that  amount   of  fees  that  is

reasonable  in relation to the results obtained.  Id. at 435,                                                                 

438-40  (counselling   district  courts  to  "focus   on  the

significance of the overall  relief obtained by the plaintiff

in  relation   to  the  hours  reasonably   expended  on  the

litigation").

                             -27-                                          27

          Although we may not have chosen  to reduce the size

of  Andrade's fee award so appreciably, we need not interfere

with  a  fee award  if  the  district court's  determinations

"seem[]   plausible,  given   what  has  transpired   in  the

litigation."   Metropolitan Dist. Comm'n, 847 F.2d at 18.  In                                                    

the  present  case,  the  magistrate  carefully  weighed  the

correct  factors  and arrived  at  a result  barely  within a

supportable range.  See generally  Farrar v. Hobby, 506  U.S.                                                              

103, 115 (1992) (holding that when a   1983 plaintiff obtains

only nominal damages of one dollar,  "the only reasonable fee

is usually no fee at all");  Lewis v. Kendrick, 944 F.2d 949,                                                          

954-56  (1st Cir.  1991)  (denying all  fees where  plaintiff

recovered only  $1,000 and submitted a request  for a $50,000

fee award); Zook  v. Brown,  865 F.2d 887,  895-96 (7th  Cir.                                      

1989)  (affirming  a 75%  reduction  in  attorney's fees  for

limited  success).    In  determining  a  reasonable  fee  in

relation  to the  results  Andrade obtained,  the  magistrate

justifiably considered  Andrade's success in only  one out of

five claims as  well as  the frivolity of  three of her  five

claims, see Part II.B.1.c. infra.  He was equally entitled to                                            

take into account the  relative size of the damage  award and

fee request.  See Foley v. City of Lowell, 948 F.2d 10, 19-20                                                     

(1st Cir.  1991).  Considering  the combined weight  of these

three factors  and mindful  of the district  court's intimate

knowledge of the  litigation and its  nuances, we cannot  say

                             -28-                                          28

that the  court's adoption  of the magistrate's  reduction of

the lodestar was an abuse of discretion.

               c.  Award of Fees to Prevailing Defendants                                                                     

          Under   1988, a district court may award attorney's

fees  to   a  prevailing   defendant  upon  a   finding  that

plaintiff's action  "was frivolous, unreasonable,  or without

foundation, even though not brought in subjective bad faith."

Christiansburg Garment Co. v. EEOC, 434 U.S. 412, 421 (1978).                                              

For a  claim  to be  "frivolous"  under    1988, it  must  be

frivolous when originally raised in the  district court.  See                                                                         

id. at 421-22;  Casa Marie Hogar Geriatrico, Inc.  v. Rivera-                                                                         

Santos,  38  F.3d  615,  619-20 (1st  Cir.  1994).    Andrade                  

challenges the magistrate's award of attorney's fees to Self-

Help,  Jackson,  Holland,  Anthony,  Hillier,  and  Tiexiera,

arguing that her    1985(3) claim and common law  tort claims

were  colorable and  therefore  the district  court erred  in

granting attorney's fees to the prevailing defendants.

          Noting   that  Andrade  failed  to  allege  in  her

complaint that her  discharge was  based on  "some racial  or

otherwise  class-based  invidiously  discriminatory  animus,"

Griffin v. Breckenridge,  403 U.S. 88, 102  (1971), a crucial                                   

element of   1985(3), and Andrade conceded that the claim was

"facially defective," the magistrate concluded that Andrade's

   1985(3) claim was frivolous when  brought.  The magistrate

also found  the tort claims of  Count IV to be  frivolous for

                             -29-                                          29

essentially the same reasons  that the district court granted

the Rule  50(a) motion on Count  IV.  We  consider each count

separately in assessing the magistrate's frivolity findings.

          A  cause  of  action   under     1985(3)  has  four

elements:   (1)  two or  more persons  must conspire,  (2) to

deprive, either  directly or indirectly, any  person or class

of persons of the  equal protection of  the laws or of  equal

privileges  and immunities under the laws, (3) one or more of

the conspirators must have done  or caused to be done an  act

in furtherance of the  object of the conspiracy, and  (4) the

plaintiff  must have suffered  either an injury  to person or

property  or a  deprivation of  a  constitutionally protected

right  or privilege  as  a result  of  the conspiracy.    See                                                                         

Griffin, 403 U.S. at 102; Romero-Barcelo v. Hernandez-Agosto,                                                                        

75  F.3d  23, 34  (1st  Cir. 1996).    The Supreme  Court has

construed  the second element to  require that "there must be

some racial  or  perhaps otherwise  class-based,  invidiously

discriminatory  animus  behind  the   conspirators'  action."

Griffin, 403 U.S. at 102.                   

          As to racial animus,  Andrade's complaint is devoid

of any allegations that the Commissioners together with Gross

conspired  to terminate  her  because she  had testified,  on

behalf   of   African-Americans,   that  Commissioner   Eaton

exhibited racial bias.  Nor did Andrade present  any evidence

that could  be viewed  as supporting  a racial animus  claim.

                             -30-                                          30

Andrade argues that she "does not have to be a  member of the

black race  to  maintain  an  action  under     1985(3)"  and

therefore  her claim  was not  frivolous.   While that  is an

accurate  statement of  the law, see  Cutting v.  Muzzey, 724                                                                    

F.2d  259, 260  (1st Cir.  1984) (finding  that members  of a

conspiracy to  deprive minorities of equal  rights are liable

under    1985(3) to persons who are injured in furtherance of

the  object of the conspiracy, whether they be Caucasian or a

member of  the minority group), it does not address Andrade's

failure to allege such a racial animus in her complaint or to

present any such evidence at trial.

          Without a charge of  racial animus, Andrade  needed

to  allege discriminatory  class-based animus.   See  Romero-                                                                         

Barcelo, 75 F.2d at 34.   In particular, Andrade would had to                   

have  alleged  facts showing  that  the  defendants conspired

against her because of  her "'membership in a class  and that

the  criteria  defining  the  class were  invidious.'"    Id.                                                                         

(quoting Harrison  v. Brooks, 519  F.2d 1358, 1359  (1st Cir.                                        

1975)).   Neither  Andrade's complaint  nor the  evidence she

presented at  trial, however,  identifies any class  of which

she was a member, let  alone describes the invidious criteria

defining the class.  Accordingly, we find that the magistrate

was correct in finding that the   1985(3) claim was frivolous

when first brought.

                             -31-                                          31

          Although  we are  mindful  that the  granting of  a

motion  for a directed verdict is not tantamount to a finding

that a claim was frivolous  under   1988, see Christiansburg,                                                                        

434 U.S. at 421-22 (cautioning district courts to resist "the

understandable temptation to engage  in post hoc reasoning by

concluding  that,  because  a plaintiff  did  not  ultimately

prevail, his  action must  have been unreasonable  or without

foundation"), we  nevertheless  affirm the  district  court's

finding  of frivolity  so far  as the wrongful  discharge and

interference with contract claims  are concerned for the same

reasons that we affirmed  the grant of the Rule  50(a) motion

on these claims.9

          Because  we find  that the  district court  did not

abuse  its  discretion in  finding  that  Count III  and  the

majority  of Count IV were frivolous  when brought, we affirm

the  district court's grant of an award of attorney's fees to

Self-Help, Jackson, Holland, Anthony, Hillier, and Tiexiera.

          2.  Self-Help's and Jackson's Cross-Appeal                                                                

          In  their cross-appeal, Self-Help and Jackson argue

that the  magistrate erred in reducing  their attorney's fees

                                                    

9.  Although we disagree  with the  district court's  finding
that  the   IIED  claim   was  frivolous  when   brought,  we
nevertheless  conclude  that the  fact that  only two  of the
three claims were frivolous, rather than all three, would not
have materially altered the district court's determination of
the fee. 

                             -32-                                          32

award  without allowing  supplemental discovery  on Andrade's

actual financial condition.

          Once  it   has  calculated  the   lodestar  for   a

prevailing defendant,  the district court may  deny or reduce

that  amount  after  considering  the  plaintiff's  financial

condition.  See Charves  v. Western Union Tel. Co.,  711 F.2d                                                              

462, 465 (1st  Cir. 1983).   This court  has recognized  that

while an award of attorney's  fees to a prevailing  defendant

must  not subject  the plaintiff  to financial ruin,  it also

must  fulfill the deterrent purpose of   1988 and 42 U.S.C.  

2000e-5(k) in discouraging plaintiffs from bringing frivolous

claims.  Id.                        

          Having   calculated   Self-Help's   and   Jackson's

lodestar in defending Counts  I and IV to be  $40,810.90, the

magistrate drastically reduced this amount  to $1,000 because

of his  assessment of  Andrade's impecunity.   In determining

that Andrade had limited financial resources, the  magistrate

considered    her    workers'   compensation    benefits   of

approximately $95/week,  her subsidized housing, and her car.

The  magistrate, however,  also considered  that Andrade  was

awarded a judgment of $7,183 in compensatory damages and $500

in punitive damages.

          Self-Help   and   Jackson   challenge  the   modest

attorney's   fees  award,   claiming   that  the   magistrate

mistakenly  applied the law in  failing to allow for separate

                             -33-                                          33

discovery   regarding  Andrade's  financial  condition.    In

particular,  they claim that in addition to the three sources

of financial resources that  the magistrate cited, the record

also revealed that Andrade was formerly a partner in two real

estate  ventures.   Andrade testified  that she  "thinks" her

partnership in West Associates, a real estate brokerage firm,

"was a loss" and that she lost about $50,000 as  a partner in

Erban Andrade  Associates.  Self-Help and  Jackson argue that

this testimony  reveals that the magistrate  did not consider

all  of  Andrade's  financial  resources  in  determining her

financial  condition and  therefore he should  have permitted

supplemental   discovery   to   ascertain  Andrade's   actual

financial condition.

          Self-Help's and  Jackson's  sole support  for  this

proposition  comes from our decision in  Charves, 711 F.2d at                                                            

462.  However,  Charves is distinguishable.   In Charves,  we                                                                    

upheld the  district  court's authorization  of  supplemental

discovery because of its finding that the plaintiff was not a

credible witness (the court characterized her testimony about

her financial  condition as "evasive and  contradictory") and

its suspicion that the plaintiff  had attempted "to place her

assets beyond  the reach of anyone lawfully  entitled to look

to the same."  Id. at  465.  We can discern neither  of these                              

justifications in the present case.

                             -34-                                          34

          From  the  vantage   point  of  reviewing  a   cold

appellate  record, Andrade's testimony  that she "thinks" her

partnership in West  Associates "was a loss"  does not appear

to be evasive.   Moreover,  it was well  within the  district

court's discretion  to credit  Andrade's testimony about  her

financial  condition  and   therefore  deny  Self-Help's  and

Jackson's request for supplemental discovery, finding that it

had  all  of the  information  regarding  Andrade's financial

condition before  it.  Accordingly, we decline to remand this

case  to allow  discovery  of Andrade's  financial condition,

heeding  the Supreme  Court's warning  that "[a]  request for

attorney's  fees   should  not  result  in   a  second  major

litigation."10  Hensley, 461 U.S. at 437.                                   

                            III.                                         III.                                             

                          Conclusion                                      Conclusion                                                

          For  the  reasons  stated  above,  we   affirm  the                                                                    

district court's grant of Rule 50(a) motions on Counts IV and

V as well  as its denial of JHA's Rule  50(b) motion on Count

II.  We also affirm the district court's grant of the various                               

attorney's fees awards.  No costs.                                             

                                                    

10.  We  find Self-Help's and  Jackson's final  argument that
the  district court erred in entering  an award of attorney's
fees and  costs prior to  the entry of  final judgment to  be
without merit.

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