Marshall, Dennehey, Warner, Coleman & Goggin, Pc v. Jack H. Boyajian

NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
No. 08-3573
MARSHALL, DENNEHEY, WARNER,
COLEMAN & GOGGIN, PC
v.
JACK H. BOYAJIAN; BOYAJIAN & BRANDON LEGAL GROUP, P.C.;
JBC & ASSOCIATES LEGAL GROUP, PC; JBC & ASSOCIATES, INC.;
BOYAJIAN LAW OFFICES, PC; OUTSOURCE RECOVERY
MANAGEMENT, INC.; MARVIN BRANDON; KAREN WACHS,
Jack H. Boyajian and Marvin Brandon,
Appellants
On Appeal from the United States District Court
for the Eastern District of Pennsylvania
(D.C. Civil No. 2-07-cv-01265)
District Judge: Hon. Petrese B. Tucker
Submitted Pursuant to Third Circuit LAR 34.1(a)
November 6, 2009
BEFORE: SCIRICA, Chief Judge, JORDAN and COWEN, Circuit Judges
(Filed: January 22, 2010)
OPINION

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COWEN, Circuit Judge
Defendants Jack H. Boyajian and Marvin Brandon (“Appellants”) appeal, pro se,
from the judgment entered against them by the United States District Court for the
Eastern District of Pennsylvania. We will affirm.
I.
Plaintiff Marshall, Dennehey, Warner, Coleman & Goggin, P.C. (“Marshall
Dennehey”) filed a complaint in the Philadelphia County Court of Common Pleas against
the Appellants, Karen Wachs, and a number of corporate entities (“Corporate
Defendants”). Marshall Dennehey alleged that it entered an agreement with the
Defendants to defend them in a number of lawsuits arising out of their debt collection
activities. However, the Defendants (except for Wachs) allegedly defaulted by failing to
pay outstanding legal fees in the amount of approximately $160,092.76. In addition to
this breach of contract claim, Marshall Dennehey asserted a cause of action for unjust
enrichment.
The matter was removed to the District Court, and a bench trial was conducted.
The District Court made its requisite findings of fact and conclusions in a memorandum
and order entered on the docket on July 23, 2008.
The District Court initially noted that Brandon and Wachs are attorneys who at
various times served as law partners or associates of Boyajian. In turn, Boyajian was the
principal partner and owner of the Corporate Defendants. The Appellants acted pro se at

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trial, and the Corporate Defendants went unrepresented and tendered no defense.
Marshall Dennehey also agreed to dismiss its claims against Wachs.
According to the District Court, the evidence “established that, at the request of
Karen Wachs and Jack Boyajian, Marshall Dennehey agreed to provide legal
representation of Defendants in regard to multiple lawsuits filed against them arising out
of their various debt collection activities, including several class actions brought against
Defendants under the Fair Debt Collection Act 15 U.S.C. § 1692.” (A3.) Marshall
Dennehey’s services were initially retained through “a series of e-mails, dated April 14,
2004 to May 10, 2004, that were exchanged between Plaintiff and Ms. Wachs and Mr.
Boyajian.” (Id.) As confirmed by the correspondence between the parties, Marshall
Dennehey was retained under the same terms for the subsequent lawsuits. In turn, it
performed legal services as set forth in the documentation submitted at trial, and the
Defendants received and accepted these services. According to the District Court, the
hourly rates charged for these services, specifically $200 in the class action matters and
$175 for other cases, were fair and reasonable. Nevertheless, despite repeated efforts on
the part of Marshall Dennehey, the Defendants still failed to pay the outstanding balance
of at least $160,092.76.
Having thereby laid out the grounds for the Defendants’ liability for breach of
contract, the District Court specifically addressed and rejected two contrary arguments
presented by the Defendants, namely that the claims against them were barred by the

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The District Court possessed jurisdiction over this removed diversity case pursuant1
to 28 U.S.C. § 1332. We have appellate jurisdiction under 28 U.S.C. § 1291. We
exercise plenary review over the District Court’s legal conclusions, while its findings of
fact are reviewed for clear error. See, e.g., Ragan v. Tri-County Excavating, Inc., 62 F.3d
501, 506 (3d Cir. 1995); Voest-Alpine Trading USA Corp. v. Vantage Steel Corp., 919
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Pennsylvania Statute of Frauds and that they were not liable because Marshall Dennehey
failed to provide them with the requisite monthly invoices.
Turning to the unjust enrichment cause of action, the District Court observed “that
Defendants requested and received from Marshall Dennehey the benefit of its legal
services under circumstances in which it would be unjust for Defendants not to pay for
those services.” (A6.) The District Court disagreed with the Defendants’ assertion that
Marshall Dennehey spent too much time on any one matter, finding that the Defendants
were provided skilled representation and that it was circumstances beyond Marshall
Dennehey’s control, “including the conduct of its own clients,” which prevented it from
resolving the lawsuits in a less expensive and speedier manner. (A7.)
Based on these findings of fact and conclusions of law, the District Court entered
judgment in favor of Marshall Dennehey and against the remaining Defendants (including
the Appellants) in the amount of $160,092.76. This appeal followed.
II.
The Appellants argue that the District Court committed reversible error by holding
them “responsible to pay for alleged legal fees due to Plaintiff for services rendered to the
Corporate Defendants in several class action lawsuits.” (Appellants’ Br. at 6 (emphasis1

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F.2d 206, 211 (3d Cir. 1990) This means that a factual finding may be overturned “‘if it
is completely devoid of a credible evidentiary basis or bears no rational relationship to the
supporting data.’” Ragan, 62 F.3d at 507(quoting Haines v. Liggett Group, Inc., 975 F.2d
81, 92 (3d Cir. 1992)). The parties also do not dispute the District Court’s application of
Pennsylvania law.
In their appellate brief, the Appellants likewise state that they were specifically2
named as defendants in seven lawsuits.
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added).) They therefore contend that the District Court offered no explanation for why it
pierced the corporate veil to impose individual liability on them, especially when Brandon
himself was neither an officer nor a shareholder of any Corporate Defendant. According
to the Appellants, “Defendants did not request Plaintiff to provide them legal services
individually and Plaintiff did not provide the Defendants or the Corporate Defendants a
retainer agreement outlining their professional relationship.” (Id.) We nevertheless find
that the District Court committed no reversible error in holding the Appellants liable for
the unpaid legal fees.
As Marshall Dennehey addresses in some detail in its appellate brief, the record
contained sufficient evidence to support finding that the Appellants either breached their
contract or were unjustly enriched by requesting, receiving, accepting, and then not
paying for legal services. For instance, the Appellants acknowledged in the District Court
that they were named as defendants in thirteen of the debt collection lawsuits defended by
Marshall Dennehey. In fact, the District Court heard testimony that the defense of these2
two men was an important component of the debt collection litigation, especially in light
of the evidently minimal assets possessed by the Corporate Defendants. Wachs, who

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served as the liaison with Marshall Dennehey, testified that she was never instructed to
obtain separate retainer agreements for the Appellants when they were individually
named as defendants. She further told the District Court that she informed Boyajian
about such lawsuits and briefed him on the strategy and issues raised in the litigation.
Brandon likewise testified that he knew that he was named as a defendant in a number of
cases and that Marshall Dennehey was retained to represent him. The record also
indicated that Boyajian wanted Marshall Dennehey “to make [the plaintiffs’ counsel in
one of the debt collection actions] go through all the hoops” in his attempt to obtain
discovery regarding Boyajian’s personal net worth. (A81 (emphasis omitted).)
The Appellants admittedly point to other evidence possibly supporting their
position on appeal. But it is not our job to engage in our own fact-finding. See, e.g.,
Ragan, 62 F.3d at 507 (stating that appellate court may not substitute its own findings of
fact). In the end, we must conclude that the District Court’s findings with respect to the
Appellants were neither “‘completely devoid of a credible evidentiary basis’” nor lacking
in any “rational relationship to the supporting data.’” Id. (citation omitted).
III.
For the foregoing reasons, we will affirm the judgment of the District Court.

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