Quinn v. Kreindler & Kreindler LLP

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA SUSANNA QUINN, personal representative of the Estate of John M. Quinn, Plaintiff, Civil Action No. 21-1824 (RDM) v. KREINDLER & KREINDLER, et al., Defendants. MEMORANDUM OPINION AND ORDER Plaintiff Susanna Quinn, personal representative for the Estate of John M. Quinn, (separately and collectively, “Quinn”), brings this action against Defendants Kreindler & Kreindler, LLP, and James P. Kreindler (collectively, “K&K”), alleging, among other things, that K&K has failed to pay Quinn the compensation that he is due for assisting with K&K’s representation of family members and representatives of the victims of the September 11, 2001, terrorist attacks. Quinn alleges that K&K retained him to assist the firm in obtaining compensation for its clients by, among other things, helping to remove barriers posed by foreign sovereign immunity to obtaining judicial relief from “the Kingdom of Saudi Arabia and other nation states,” Dkt. 19 at 5-6 (Am. Compl. ¶ 19); see also id. at 11-13 (Am. Compl. ¶¶ 39-43), resisting “efforts on the part of the Government of Sudan and the Department of State to . . . include[] in the Sudan Claims Resolution Act . . . language that would [have] effectively erase[d] the 9/11 families’ claims against Sudan,” id. at 13 (Am. Compl. ¶ 44), and “ensur[ing] that their shared clients could have access to the” Victims of State Sponsored Terrorism Fund (“VSSTF”), id. at 13-14 (Am. Compl. ¶ 45); see also id. at 14 (Am. Compl. ¶ 47).  Between 2013 and 2017, Quinn, K&K, and others entered into multiple contracts, addenda, and superseding contracts, none of which should serve as a model for future agreements of this type. The parties’ first two agreements were, respectively, four and six sentences long. Quinn v. Kreindler & Kreindler, No. 21-cv-1824, 2023 WL 2351734, at *1 (D.D.C. Mar. 3, 2023) (“Quinn I”). Although those initial agreements may offer relevant background, the merits of the parties’ present dispute turn on two agreements executed in May 2017 and one amendment executed in August 2017 (collectively, “2017 Agreements”), which supersede all prior agreements and which the parties agree are the operative agreements. Once again, these agreements are short on detail and clarity. Each is just a few paragraphs in length, and many key terms are left undefined. One of the May 2017 agreements governs services rendered by Quinn to K&K relating to the firm’s representation of clients who had “filed cases in the litigation as of” July 10, 2014, Dkt. 56-9 at 5; the other, which builds on the first, governs services rendered by Quinn to K&K relating to the firm’s representation of clients who “filed claims on or after July 10, 2014,” id. at 2. The August 2017 amendment, among other things, modifies the May 2017 agreements to specify that “the litigation” includes cases not yet filed and expands Quinn’s “bases for compensation” to include “the representation of clients on whose behalf claims are not filed in the litigation but who have retained K&K to assist in recovering compensation whether through the filing of claims or otherwise and who in fact received a recovery with respect to which K&K receives a fee.” Dkt. 56-10 at 2. The parties’ dispute over the meaning of the 2017 Agreements did not emerge until 2020, when Quinn asserted a right to fees relating to recoveries obtained by K&K clients from the VSSTF, and K&K disagreed with Quinn’s reading of the agreements. Dkt. 19 at 10 (Am. Compl. ¶ 37). Quinn initiated this action in 2021, asserting, among other claims, that K&K 2 breached the 2017 Agreements by failing to pay him fees relating to recoveries obtained by K&K’s clients from the VSSTF and another administrative fund, the September 11th Victims Compensation Fund (“VCF”). Early on, the Court agreed to “limit the first round of discovery to the question of contract interpretation [and], in particular[,] [to] whether the alleged agreements include compensation received from the VSST[F] and VCF,” and further agreed to “permit the parties to brief that threshold question . . . before authorizing further discovery.” Min. Order (Nov. 9, 2023). Shortly before briefing was set to begin, however, Quinn passed away. Dkt. 42 at 1. Then, after a delay occasioned by the administration of Quinn’s estate, Susanna Quinn appeared as the personal representative of the estate and, in that capacity, was substituted in place of John Quinn. Dkt. 49. After the parties completed the focused discovery, they cross-moved for partial summary judgment on the question of contract interpretation. Dkt. 52; Dkts. 55–61. The Court heard oral argument on those motions and (1) denied Plaintiff’s motion for partial summary judgment, (2) directed that the parties submit additional briefing regarding K&K’s cross-motion, (3) referred the case for mediation, and (4) stayed the case following submission of the supplemental briefs. Min. Entry (July 15, 2025). The parties, in turn, filed their supplemental briefs, Dkt. 64; Dkt. 65, and then attempted to resolve the case in mediation. When that effort failed, they filed a joint status report in which K&K requested that the Court issue a decision on K&K’s pending motion for summary judgment and Plaintiff requested that the Court authorize further discovery and set a trial date. Dkt. 67. The Court decided to take the former course and now turns back to K&K’s motion for partial summary judgment and to dismiss Plaintiff’s remaining claims as unripe, Dkt. 55. For the reasons explained below, the Court will DENY K&K’s motion. 3  I. BACKGROUND A. The Victim Compensation Fund (“VCF”) Less than two weeks after the September 11, 2001, terrorist attacks on the United States, Congress enacted that the Air Transportation Safety and System Stabilization Act (“ATSSA”). See Pub. L. No. 107-42, 115 Stat. 230 (2001). Title IV of the ATSSA created the VCF “to provide compensation to any individual (or relative of a deceased individual) who was physically injured or killed as a result of the terrorist-related aircraft crashes of September 11.” 115 Stat. 237, codified at 49 U.S.C. § 40101 note (2001). In its original form, the VCF covered only those who were present at the World Trade Center, the Pentagon, or the site of the aircraft crash at Shanksville, Pennsylvania, “at the time, or in the immediate aftermath, of the terrorist-related aircraft crashes on September 11,” the crewmembers and passengers on the three aircraft, and the personal representatives of those who were killed, and it stopped accepting claims in 2003. Id.; see also Scott D. Szymendera, Cong. Rsch. Serv., R45969, The September 11th Victim Compensation Fund (VCF) 1–2 (2024) (hereinafter “CRS VCF Report”). On January 2, 2011, Congress enacted the James Zadroga 9/11 Health and Compensation Act of 2010, which extended the period for filing VCF claims until October 2016, see Pub. L. No. 111-347, 124 Stat. 3623, 3661–63, codified at 49 U.S.C. § 40101 note (2011); see also About the Victim Compensation Fund, https://www.vcf.gov/about, and also expanded eligibility to new categories of adversely affected persons and new types of illnesses and exposure, see 49 U.S.C. § 40101 note (2011); see also CRS VCF Report at 2. In 2015, Congress again reauthorized the VCF, extending the fund for another five years. Pub. L. No. 114-113, 129 Stat. 2242, 3001, codified at 49 U.S.C. § 40101 note (2015). Finally, in 2019, Congress enacted the Never Forget the Heroes: James Zadroga, Ray Pfiefer, and Luis Alverez Permanent Authorization of the September 11th Victim Compensation Fund Act, which extends the VCF’s 4 claim-filing deadline to October 1, 2090, and appropriates funds to pay all eligible claims. See Pub. L. No. 116-34, 133 Stat. 1040, codified at 49 U.S.C. § 40101 note. “The Civil Division of the Department of Justice administers the VCF.” CRS VCF Report at 6. The Attorney General appoints the VCF special master, who determines eligibility and benefits. ATSSA § 404. Notably, the VCF offers a partially exclusive remedy. Congress established the VCF as an administrative alternative to litigation. With limited exceptions, a claimant who files a VCF claim “waives the right to file a civil action . . . in any Federal or State court for damages sustained as result of the” September 11 attacks “or for damages arising from or related to debris removal.” Id. § 405(c)(3)(B). The only exceptions are for claims seeking to recover collateral source obligations, id., and claims “against any person who is a knowing participant in any conspiracy to hijack any aircraft or commit any terrorist act.” Id. § 408(c). Although a claimant dissatisfied with the special master’s decision regarding his or her claim “may file an appeal and request a hearing before a VCF-appointed hearing officer,” “[t]here is no further right of appeal or judicial review of VCF decisions.” CRS VCF Report at 6. According to a September 2025 report from the VCF special master, “the VCF has received over 102,000 claims” and has awarded “over $16 billion to nearly 70,000 claimants since opening in 2011.” Message from the Special Master of the September 11th Victim Compensation Fund (Sept. 11, 2025), available at https://www.vcf.gov/blog/message-special- master-september-11th-victim-compensation-fund-0. B. The Victims of State Sponsored Terrorism Fund (“VSSTF”) Since 1996, the Foreign Sovereign Immunities Act (“FSIA”), 28 U.S.C. §§ 1602 et seq., has authorized victims of certain acts of terrorism to bring suit in federal court to seek monetary damages against designated state sponsors of terrorism for the harm caused by such acts. See Pub. L. No. 104-132, § 221, 100 Stat. 1241 (1996). In its current form, the FSIA creates a 5 federal cause of action and withdraws foreign sovereign immunity for cases seeking money damages “for personal injury or death that was caused by an act of torture, extrajudicial killing, aircraft sabotage, hostage taking, or the provision of material support or resources for such an act if . . . engaged in by an official, employee, or agent of [the] foreign state while acting within the scope of his or her office, employment, or agency.” 28 U.S.C. § 1605A(a); see also id. § 1605A(c). A court may “hear a claim under” that section, however, only if “the foreign state was designated as a state sponsor of terrorism at the time the act . . . occurred, or was so designated as a result of such act.” Id. § 1605A(a)(2)(A)(i)(I). Designated state sponsors of terror include Iran, North Korea, and Cuba. See Jennifer K. Elsea, Cong. Rsch. Serv., IF10341, Justice for United States Victims of State Sponsored Terrorism Act: Eligibility and Funding 1 (2025) (hereinafter “CRS VSSTA Report”). Over the last three decades, this Court has awarded many billions of dollars in damages against state sponsors of terror pursuant to the FSIA. But for a variety of reasons, including the difficulty of executing judgments against state sponsors of terrorism, “the vast majority of terrorism judgments remain outstanding.” Id. In 2015, Congress enacted the Justice for United States Victims of State Sponsored Terrorism Act (“Justice Act”), 34 U.S.C. §§ 20144 et seq., to provide a mechanism for satisfying those judgments out of the U.S. Treasury and then subrogating the United States to the underlying claims. To administer payments, the Justice Act created another fund: the VSSTF. Id. § 20144(e)(1). The VSSTF can make payments to a claimant who is, as relevant here, “a United States person” who has been awarded “compensatory damages . . . in a final judgment” (i) issued by a United States district court under State or Federal law against a foreign state that was designated as a state sponsor of terrorism at the time the acts described in clause (ii) occurred or was so designated as a result of such acts; and (ii) arising from acts of international terrorism, for which the foreign 6  state was determined not to be immune from the jurisdiction of the courts of the United States under section 1605A, or section 1605(a)(7) . . . of title 28[.] Id. § 20144(c)(1)(a), (c)(2)(A). Originally, “[u]nder the [Justice Act], a person who receive[d] a VCF award [was] barred from receiving any additional compensation from the [VSSTF].” CRS VCF Report at 8. In 2019, however, Congress clarified that victims of the September 11 attacks who have already received compensation from the VCF may also seek compensation from the VSSTF for judgments against Iran. CRS VSSTA Report at 1; see also Pub. L. 116-69, 133 Stat. 1140, 1143 (Nov. 21, 2019) (“A determination by the Special Master before the date of enactment of [the 2019 Act] that an award or award determination under section 405 of the Air Transportation Safety and Stabilization Act (49 U.S.C. § 40101 note) was controlling for purposes of the [VSSTF] (pursuant to subsection (d)(3)(A)(ii)(III) of the [Justice Act] (34 U.S.C. 20144(d)(3)(A)(ii)(III)), as such section was in effect on the day before the date of enactment of this Act) shall not prejudice a claim of a 9/11 victim, 9/11 spouse, or 9/ 11 dependent.”). Like the VCF, the VSSTF is administered by a special master, who is appointed by the Attorney General. See 34 U.S.C. § 20144(b)(1). “Applicants whose claims are denied may request a hearing with the Special Master of the Fund, but awards or denials of awards are not subject to judicial review.” CRS VSSTA Report at 2; see also 34 U.S.C. § 20144(b)(3). The VSSTF authorized a first round of payments to claimants in December 2016, and it began issuing awards in March 2017. Dkt. 56-27 at 5–6. “Since [then], the [VSSTF] has made five rounds of payments totaling more than $7 billion.” CRS VSSTA Report at 2. C. Factual Background For purposes of resolving K&K’s motion for summary judgment, the Court may rely only on the undisputed facts, and the Court must construe the record in the light most favorable to Quinn, the nonmoving party. See Johnson v. District of Columbia, 182 F.4th 1052, 1062 (D.C. 7 Cir. 2026). As Quinn notes, that limitation requires the Court to disregard many of K&K’s assertions of fact and large portions of its declarations, which include an array of immaterial, disputed, or unsubstantiated factual assertions. Dkt. 58 at 8; see generally Dkt. 58-1. Other portions of K&K’s factual proffer, however, are undisputed and are based on personal knowledge. For present purposes, the Court relies on those facts and disregards K&K’s invocation of disputed or unsubstantiated facts. See Fed. R. Civ. P. 56(c)(2) (a district court need not rely only upon admissible evidence); Fed. R. Civ. P. 56(c)(4) (a district court may consider a declaration “made on personal knowledge” that “set(s) out facts that would be admissible in evidence, and show(s) that the affiant or declarant is competent to testify on the matters stated.”). K&K represents the estates of deceased victims of the September 11 attacks, first responders and others who suffered injuries related to the attacks, and family members whose relatives were killed or injured in the attacks. See Dkt. 56-1 at 1 (Defs.’ SUMF ¶ 2). As part of those representations, K&K has served as counsel in the long-pending, consolidated litigation before the United States District Court for the Southern District of New York (“SDNY Litigation”). Id. (Defs.’ SUMF ¶ 3); see also In re: Terrorist Attacks on Sept. 11, 2001, No. 03- md-1570, 2025 WL 1530755 (S.D.N.Y. May 29, 2025). K&K maintains a practice ground, the “VCF Practice Group,” which is “separate” from other practice groups and is dedicated to helping eligible claimants pursue administrative claims before the VCF. See Dkt. 56-1 at 5 (Defs.’ SUMF ¶¶ 18–19); Dkt. 58-1 at 8–9 (Pl.’s Res. to Defs.’ SUMF ¶¶ 18–19). K&K’s VCF Practice Group “now represents over 11,000 active claimants and is still retaining new claimants on a regular basis.” Dkt. 56-1 at 5 (Defs.’ SUMF ¶ 20); Dkt. 58-1 at 9 (Pl.’s Res. to Defs.’ SUMF ¶ 20). K&K also maintains a separate practice 8 group, the “VSSTF Practice Group,” which assists K&K clients in accessing and submitting applications to the VSSTF. Dkt. 56-6 at 8 (Benett Decl. ¶ 21). As part of its broader efforts to secure relief for its clients, K&K brought suit against the Republic of Iran, alleging that it provided material support to al Qaeda that was used to facilitate the September 11 attacks. Iran failed to answer, and K&K “obtained a certificate of default against Iran in 2011.” Dkt. 56-1 at 3 (Defs.’ SUMF ¶ 10); Dkt. 56-6 at 5 (Benett Decl. ¶ 13). Although the district court entered the “certificate of default” before K&K retained Quinn to assist its clients in 2014, K&K did not “obtain[] a default judgment on liability against Iran [until] 2015,” after it retained Quinn. Dkt. 56-6 at 5 (Benett Decl. ¶ 13). K&K subsequently submitted “the final judgments that [it] obtained for its clients” against Iran to the VSSTF. Id. The record does not indicate when K&K submitted those final judgments to the VSSTF, how many individual claims it has submitted, the amount of those claims, how many claims the VSSTF has paid to K&K’s clients, or the amount awarded to date, although presumably all awards postdate the 2015 default judgment. K&K also “believed that it could establish that the Kingdom of Saudi Arabia provided substantial support to the terrorists” responsible for the September 11 attacks, and it “brought suit in 2002 against various alleged sponsors and perpetrators of the . . . attacks, including certain” Saudi officials. Dkt. 56-1 at 2 (Defs.’ SUMF ¶¶ 7–8). But because the Kingdom of Saudi Arabia “was not then, and is not now, a designated state sponsor of terror,” K&K was unable to bring suit against Saudi Arabia under the terrorism exception to the FSIA. Id. (Defs.’ SUMF ¶ 9); see also Dkt. 52-35 at 4 (email from K&K employee that states “our plaintiffs were not parties to” the prior dismissal of the Kingdom of Saudi Arabia). Although K&K brought suit against certain Saudi officials, and although other counsel brought suit against Saudi Arabia, the 9 district court dismissed those claims, and the Court of Appeals for the Second Circuit affirmed the district court’s order. See In re: Terrorist Attacks on September 11, 2001, 349 F. Supp. 2d 765 (S.D.N.Y. 2005), aff’d, 538 F.3d 71 (2d Cir. 2008). Subsequent attempts to reinstate the claims against Saudi Arabia under other FSIA exceptions to sovereign immunity also failed. See, e.g., In re Terrorist Attacks on Sept. 11, 2001, 741 F.3d 353 (2d Cir. 2013) (remanding case to district court for consideration of the “noncommercial tort” exception as applied to Saudi Arabia and Saudi instrumentality); In re Terrorist Attacks on Sept. 11, 2001, 134 F. Supp. 3d 774 (S.D.N.Y. 2015) (dismissing claims against Saudi Arabia and Saudi instrumentality). Around 2013, K&K retained Quinn Gillespie & Associates (Quinn’s then-existing public affairs firm) and Nelson Mullins (Robert Crowe’s public affairs firm) (“June 2013 Agreement”). 1 Dkt. 52-8 at 2. The parties dispute the scope of the work that Quinn was retained to perform, although it is undisputed that his responsibilities included, at a minimum, advocating for a diplomatic resolution with the Kingdom of Saudi Arabia, which would provide a source of compensation for the victims of the September 11 attacks. See Dkt. 56-1 at 6–7 (Defs.’ SUMF ¶¶ 23–28); Dkt. 52-2 at 8–9, 56 (Quinn Dep. 25:19–26:2, 111:24–112:3). The June 2013 Agreement was four sentences long and provided—in it entirety—as follows: As compensation for their efforts in assisting in obtaining a recovery for the 9/11 victims and their families, Nelson Mullins and Quinn Gillespie shall receive a fee of 1% . . . of the net recovery on each decedent’s wrongful death case and each personal injury case where Kreindler & Kreindler has or receives a fee in the consolidated 9/11 Terrorist Litigation. The Nelson Mullins and Quinn 1 At the same time, Quinn and Crowe were retained by another firm, Anderson Kill P.C. (“Anderson Kill”), to assist with the SDNY Litigation. Although that and subsequent agreements between Quinn and Anderson Kill are not pertinent to this case, the extrinsic evidence submitted in this case, at times, refers to Anderson Kill and Jerry Goldman, a lawyer at Anderson Kill who was working with Quinn and who was part of ongoing and simultaneous negotiating conversations with Quinn and K&K. 10  Gillespie 1% fee shall be paid from the attorneys’ fees in all said cases where Kreindler & Kreindler has or receives a fee. The attached is a list of the consolidated Ashton cases. In the event that the eventual attorneys[’] fees received are reduced from the attorneys’ fees specified in the retainer agreements executed by the Kreindler and Kreindler clients, then the Nelson Mullins and Quinn Gillespie 1% fee shall be proportionally reduced in accordance with any reduction in Kreindler & Kreindler fees. Dkt. 52-8 at 2. Notably, this agreement contemplated the award of fees based on recoveries obtained in “the consolidated 9/11 Terrorist Litigation.” Id. Consistent with that focus, the “attached . . . list of the consolidated Ashton cases” referred to cases brought by K&K in the SDNY Litigation. Id. Less than two weeks later, the parties amended the June 2013 Agreement to add Quinn as a party and to specify that Quinn and Quin Gillespie would split their share of the 1% fee “equally between” themselves. Dkt. 52-13 at 1–3 (“July 2013 Agreement”). In other words, Quinn was entitled to receive .25% of “the net recovery on each decedent’s wrongful death case and each personal injury case where Kreindler & Kreindler . . . receive[d] a fee in the consolidated 9/11 Terrorist Litigation.” Id. at 3. Throughout 2013, Quinn and Quinn Gillespie prepared documents and advocated for a Saudi-funded diplomatic resolution to compensate provide compensation to the victims of the September 11 attacks. See, e.g., Dkt. 52-12; Dkt. 52- 17; Dkt. 52-19. On July 10, 2014, the parties amended their agreement, making two material changes. Dkt. 56-9 at 8 (“July 2014 Agreement”). First, they removed Quinn Gillespie as a party, “relinquish[ing] any and all [of its] rights to fees established in all prior Agreements between these parties.” Id. After Quinn Gillespie “relinquishe[d] any and all rights to fees,” only K&K, Nelson Mullins, and Quinn remained as parties. Id. Second, the amendment clarified that “net recovery” means “the amount awarded to each plaintiff of [K&K] less out-of-pocket costs to 11 [K&K], exclusive of legal fees paid to K&K or others” and that, “[i]n the event that the eventual attorneys’ fees received” by K&K pursuant to its client agreements “are reduced from” the fees “specified in the retainer agreements,” “then the Nelson Mullins and Quinn one percent fee shall be proportionately reduced.” Id. Quinn continued his efforts advocating for a Saudi-sponsored state-to-state resolution, and he advocated for the passage of the Justice Against State Sponsored Terrorism Act (“JASTA”). See Dkt. 56-1 at 11 (Defs.’ SUMF ¶ 46); see, e.g., Dkt. 52-25; Dkt. 52-29; Dkt. 52- 34. JASTA is a jurisdictional statute that provides a limited exception to foreign sovereign immunity in addition to the exceptions set forth in the FSIA. In relevant part, JASTA provides: A foreign state shall not be immune from the jurisdiction of the courts of the United States in any case in which money damages are sought against a foreign state from physical injury to person or property or death occurring in the United States and caused by— (1) an act of international terrorism in the United States; and (2) a tortious act or acts of the foreign state, or of any official, employee, or agent of that foreign state while acting within the scope of his or her office, employment, or agency, regardless of where the tortious act or act of the foreign state occurred. 28 U.S.C. § 1605B(b). JASTA also permits U.S. nationals to bring suit against such foreign states under 18 U.S.C. § 2333 and removes the limitation contained in 18 U.S.C. § 2337, which otherwise applies. 28 U.S.C. § 1605B(c). JASTA does not, however, apply to suits alleging mere omissions or negligence. Id. at § 1605B(d). JASTA was enacted into law over presidential veto on September 28, 2016. S.2040 – Justice Against Sponsors of Terrorism Act, https://www.congress.gov/bill/114th-congress/senate-bill/2040/all-actions; see also Dkt. 56-1 at 11 (Defs.’ SUMF ¶ 47). 12  Relying on JASTA’s waiver of foreign sovereign immunity, K&K filed a new complaint in the SDNY Litigation naming the Kingdom of Saudi Arabia “as the key defendant.” Dkt. 56-1 at 11 (Defs.’ SUMF ¶ 48). Before K&K filed, Quinn provided suggestions and edits to K&K on the new complaint, see Dkt. 52-35 at 4–5, 10, 12, which K&K filed on March 20, 2017, see Complaint, No. 17-cv-02003, Ashton v. Kingdom of Saudi Arabia, ECF. No. 1. That action “remains ongoing and no recoveries against [the Kingdom of Saudi Arabia] have yet been obtained.” Dkt. 56-6 at 4 (Benett Decl. ¶ 8). About two months after K&K filed suit against Saudi Arabia, the parties entered into a new set of agreements, which supersede their prior agreements, and which constitute the operative agreements for present purposes. Two of these agreements were executed in tandem on May 19, 2017. Dkt. 56-9 at 2–6. Because these agreements are both short and of central importance to the present dispute, the Court will quote them in full. The first, which governs “cases in litigation as of” July 10, 2014 (“Old Claims Agreement”), provides as follows: The parties hereto acknowledge the agreement dated July 10, 2014 and annexed hereto as Exhibit “A” (henceforth the “Earlier Agreement”) as the heretofore sole and governing agreement between John M. Quinn, Esq. (and his Law Office of John M. Quinn, PLLC) (hereafter collectively “Quinn”) and Kreindler & Kreindler LIP (hereafter “K&K”) relating to services rendered and to be rendered by Quinn to K&K in support of the representation by K&K of approximately 2000 clients who are plaintiffs in litigation whose claims were filed as of the Earlier Agreement (hereinafter the “Clients”) in the Southern District of New York asserting wrongful death and personal injury causes of action relating to or arising out of the terrorist attacks that occurred on September 11, 2001 in New York, New York, Arlington, Virginia and Shanksville, Pennsylvania (hereafter “the litigation”). This binding Agreement, effective nunc pro tunc, January 1, 2017, extinguishes, supersedes and replaces, as set forth below, any and all prior agreements or understandings, whether in writing or otherwise, including but not limited to those dated in July, 2013 and the Earlier Agreement. This Agreement shall henceforth be the sole basis of any obligation by K&K to Quinn and the Law Office of John M. Quinn, PLLC arising in any connection with the litigation or the resolution of it. Modification of this Agreement, to be binding, may only be 13  done in writing. A separate agreement also extinguishes, supersedes and modifies the Earlier Agreement with Nelson, Mullins, Riley & Scarborough, LLP and Robert Crowe, Esq. Quinn will continue to serve as counsel to and advise K&K and Kreindler as requested or as Quinn deems advisable relating to the preservation of (or changes proposed to) the Justice Against Sponsors of Terrorism Act (“JASTA”) and efforts to accomplish reasonable settlement or other resolution of the litigation. Quinn and the Law Office of John M. Quinn, PLLC will specifically provide a sustained effort, using and adhering to legal precedent, statutory requirements and lawful and appropriate government procedure to accomplish and make effective such advocacy and the expeditious and fair resolution of the subject claims. Quinn’s important contribution to date to the litigation and to the enactment of JASTA is hereby acknowledged. As compensation for his sustained effort in assisting and advising K&K and Kreindler, K&K agrees to pay to Quinn a fee of 0.775 percent (seventy-seven and one half basis points) of the net recovery on each decedent’s wrongful death and each personal injury claim with respect to which K&K receives a fee, whether by judgment, settlement or otherwise, for its representation of the Clients on whose behalf it filed cases in the litigation as of the date of the Earlier Agreement. The term “net recovery” shall mean the amount realized by each client less out- of-pocket costs to K&K and exclusive of legal fees paid to K&K. In the event the eventual attorneys’ fees are reduced from the fees set forth in the K&K retainer agreements with K&K clients, then the Quinn fee shall be reduced in the same proportion represented by any reduction in the K&K fee. Id. at 5–6. The second agreement, which governs claims filed “on or after July 10, 2014” (“New Claims Agreement”), and which “incorporate[s]” and builds on the Old Claims Agreement, provides as follows: This binding Agreement, effective nunc pro tunc, January 2, 2017, between or among Kreindler & Kreindler LIP and the Law Office of John M. Quinn, PLIC (a/k/a John M. Quinn, Esq.) (hereafter collectively “Quinn”), by their respective partners, James P. Kreindler, Esq. and John M. Quinn, Esq. extends and modifies the Agreement between the parties hereto made effective nunc pro tunc January 1, 2017 . . . , a copy of which is annexed hereto as Exhibit “One.” The terms of exhibit One are hereby expressly bound to and incorporated in this Agreement, and this Agreement shall be deemed bound and incorporated into the [Old Claims] Agreement. As used herein, the term “the litigation” refers to cases and 14  claims arising out of the terror attacks carried out on September 11,[ ]2001 in New York City, NY, Arlington, VA and Shanksville, PA. The purpose of this Agreement is to supplement the [Old Claims] Agreement as follows: In addition to the compensation set forth in the [Old Claims] Agreement, K&K shall pay to Quinn a fee of 1% of the net recovery on each wrongful death, injury or any other claim for which K&K receives a fee, whether by judgment, settlement or otherwise, for its representation of clients on whose behalf K&K filed claims on or after July 10, 2014 or with respect to whom K&K is awarded fees by virtue of common benefit awards or participation in representation of other clients as a member of the plaintiffs’ executive committee or through the operation of any common fund the purpose of which is to award compensation to other claimants in the litigation, except that K&K shall not be obligated to pay a fee to Quinn where and to the extent Quinn receives a fee in respect of the same claim pursuant to a separate fee-sharing agreement to which K&K and Quinn are parties. The term “net recovery” shall mean the amount realized by each client less out- of-pocket costs to K&K and exclusive of legal fees paid to K&K. In the event the eventual attorneys’ fees are reduced from the fees set forth in the K&K retainer agreements with K&K clients, then the Quinn fee shall be reduced in the same proportion represented by any reduction in the K&K fee. Id. at 2. Finally, Quinn and K&K amended the Old Claims Agreement and the New Claims Agreement in August 2017. Dkt. 56-10 at 2. The amendment has three parts. First, it provides that the references to “the litigation” contained the Old Claims Agreement and the New Claims Agreement “include[s] the provision of services in cases filed, to be filed[,] or for which Kreindler & Kreindler is retained to file or otherwise [to] provide services in connection with matters arising out of the attacks.” Id. Second, it expands the “bases for compensation” to include “the representation of clients on whose behalf claims are not filed in the litigation but who have retained K&K to assist in recovering compensation whether through the filing of claims or otherwise and who in fact receive a recovery with respect to which K&K receives a fee.” Id. Third, it adds the following sentence to end of the fourth paragraph of the Old Claims Agreement: “If, for any reason, Nelson, Mullins, Riley & Scarborough and/or Robert Crowe are 15 unable or ineligible or otherwise fail to receive all or part of the fees contemplated by their contract with K&K, then such fees shall be paid to Quinn to the extent of the difference between the amount represented by 0.225 of the net recoveries contemplated by their contract with K&K and the amount actually received by them.” Id. For ease of reference, the Court will refer collectively to the three operative agreements—the Old Claims Agreement, the New Claims Agreement, and the August Amendment—as the “2017 Agreements.” Although the Court will describe portions of the parties’ negotiating history in further detail later, there is no question that “[a]t no time in the revisions, the associated correspondence, or the drafting process, was either the VCF or the VSST[F] mentioned.” Dkt. 56-1 at 17 (Defs.’ SUMF ¶ 80); Dkt. 58-1 at 37 (Pl.’s Res. to Defs.’ SUMF ¶ 80). In 2020, the parties’ relationship began to sour. Quinn sent an email to Kreindler on April 21, 2020, asking about his “share of distributions from the [VSSTF].” Dkt. 52-46 at 2. K&K denied Quinn’s request for fees from the VSSTF, Dkt. 56-1 at 20 (Defs.’ SUMF ¶ 95), and, on January 15, 2021, Quinn emailed K&K “defer[ring]” the firm’s request that he “reach out” to a senior, incoming government official “until our dispute is resolved,” Dkt. 56-30 at 2. Then, on July 8, 2021, Quinn filed this action, Dkt. 1, and about two months later, K&K sent a letter to Quinn, informing him that he had “breached and remain[s] in material breach of [his] obligations to [K&K],” Dkt. 56-31 at 3. The letter asserted that Quinn “failed, and continue[s] to fail, to provide the services [he] agreed to provide to K&K in connection with K&K’s representation of the 9/11 families.” Id. The letter identified two examples of Quinn’s alleged breach: (1) that he failed to conduct outreach “to Merrick Garland as the incoming Attorney General” and (2) that he failed to “speak directly to K&K at all.” Id. Quinn has not, to date, 16 received any monetary compensation from Defendants for his work pursuant to the operative agreements. Dkt. 52 at 21 (Pl.’s SUMF ¶ 93); Dkt. 56-2 at 31 (Defs.’ Res. to Pl.’s SUMF ¶ 93). D. Procedural History Quinn initiated this action against K&K in July 2021, Dkt. 1, and filed an Amended Complaint on October 18, 2021, Dkt. 19. “Quinn’s complaint contains six counts: (I) Breach of Contract – 2013/2014 Agreements; (II) Breach of Contract – 2017 Agreements; (III) Breach of Duty of Good Faith and Fair Dealing; (IV) Accounting; (V) Quantum Meruit; and (VI) Constructive Trust.” Quinn I, No. 21-cv-1824, 2023 WL 2351734, at *2 (citing Dkt. 19 (Am. Compl.)). Although Quinn’s initial complaint asserted that Quinn was entitled to a portion of fees resulting from the VSSTF, Dkt. 1, Quinn raised his entitlement to fees resulting from the VCF only in his Amended Complaint, Dkt. 19. “K&K move[d] to dismiss all but Claim II, which it concede[d] survives the motion to dismiss stage.” Quinn I, No. 21-cv-1824, 2023 WL 2351734, at *2 (citing Dkt. 21-1 at 7–8). On March 3, 2023, the Court granted in part and denied in part Defendants’ partial motion to dismiss, dismissing only Quinn’s Accounting and Constructive Trust claims. See generally id. at *5–*11. Defendants then moved to bifurcate both discovery and trial on the issues of liability and damages and to stay discovery on damages. Dkt. 33-1 at 5. After a hearing on the motion, the Court denied the motion and decided instead to “limit the first round of discovery to the question of contract interpretation, in particular whether the alleged agreements include compensation received from the VSST[F] and VCF,” and to “permit the parties to brief that threshold question.” Min. Order (Nov. 9, 2023). The parties proceeded with discovery, see, e.g., Dkt. 37; Min. Order (Jan. 11, 2024); Min. Order (Mar. 11, 2024), and the Court set the matter for a first round of summary judgment briefing, Min. Entry (Apr. 17, 2024). 17  In May 2024, Quinn passed away. Dkt. 42. The Court stayed further proceedings to provide an opportunity for a personal representative to be appointed, who would then be eligible to file a motion for substitution in this case pursuant to Federal Rule of Civil Procedure 25. See Dkts. 43, 44, & 47; Min. Order (May 14, 2024); Min. Order (Aug. 8, 2024); Min. Order (Aug. 20, 2024). On September 12, 2024, Quinn’s widow, Susanna Quinn, who had been appointed the personal representative of Quinn’s estate, filed a motion for substitution. Dkt. 49. The Court granted that motion, substituted Susanna Quinn as the representative of Quinn’s estate, and set a briefing schedule for cross-motions for summary judgment. Min. Order (Sep. 16, 2024). The parties concluded briefing partial cross-motions on the issue of Quinn’s entitlement to fees from the VCF and VSSTF on December 18, 2024. See Dkts. 52, 55, 56, 58–60. The Court held oral argument on the cross-motions on July 15, 2025. Min. Entry (July 15, 2025). The Court will describe the oral argument and its prior rulings on the motions in greater detail below. Dkt. 63. For now, it suffices to note that the Court denied Plaintiff’s partial cross-motion and took Defendants’ partial cross-motion under advisement. Min. Entry (July 15, 2025). The Court also stayed the case and referred the parties to mediation. Id. On October 30, 2025, the parties filed a