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You can search the entire site. or go to the recent opinions, or the chronological or subject indices. Johnson v. Hughes Thorsness Powell Huddleston & Bauman LLC (07/29/2005) sp-5928

Johnson v. Hughes Thorsness Powell Huddleston & Bauman LLC (07/29/2005) sp-5928

     Notice:   This opinion is subject to correction  before
     publication  in  the  Pacific  Reporter.   Readers  are
     requested to bring errors to the attention of the Clerk
     of  the  Appellate  Courts, 303  K  Street,  Anchorage,
     Alaska 99501, phone (907) 264-0608, fax (907) 264-0878,
     e-mail corrections@appellate.courts.state.ak.us.


            THE SUPREME COURT OF THE STATE OF ALASKA

IN THE MATTER OF THE )
ESTATE OF: ) Supreme Court No. S- 11084
)
CLIFFORD JOHNSON, ) Superior Court No.
) 3AN-01-09418 CI
)
) O P I N  I
O N
MAYNARD JOHNSON,              )
                              )    [No. 5928 - July 29, 2005]
             Appellant,            )
                              )
     v.                       )
                              )
HUGHES THORSNESS POWELL  )
HUDDLESTON & BAUMAN LLC, )
                              )
             Appellee.             )
                              )



          Appeal  from the Superior Court of the  State
          of    Alaska,   Third   Judicial    District,
          Anchorage, Larry D. Card, Judge.

          Appearances:    Hugh G. Wade  and  Marion  C.
          Kelly, Wade Kelly & Sullivan, Anchorage,  for
          Appellant.   James M. Gorski  and  Robert  L.
          Manley, Hughes Thorsness Powell Huddleston  &
          Bauman LLC, Anchorage, and Susan C. Orlansky,
          Feldman & Orlansky, Anchorage, for Appellee.

          Before:   Bryner,  Chief  Justice,  Eastaugh,
          Fabe,  and  Carpeneti,  Justices.  [Matthews,
          Justice, not participating.]

          FABE, Justice.

I.   INTRODUCTION
          Maynard Johnson moved to reopen probate proceedings for
his  fathers  estate because he believed the legal fees  incurred
during  the  closing of the estate were excessive.  The  superior
court  denied  his  motion  and  Maynard  Johnson  appealed.   We
remanded  the  case  to  the  superior  court  to  determine  the
reasonableness of professional fees charged to the  estate.   The
probate master held an evidentiary hearing and concluded that the
legal  fees were reasonable, and the superior court approved  the
findings.  Maynard Johnson appeals that determination and several
related  matters.  Because we conclude that the appellee did  not
meet its burden of proving the reasonableness of all of the legal
fees  charged  to  the estate, we reverse in  part  the  superior
courts order.
II.  FACTS AND PROCEEDINGS
     A.   Facts
          Clifford  M.  Johnson died in 1983.  His  sister,  Evva
Betts,  was  appointed  as the personal  representative  for  his
estate  under  his  will.  The will bequeathed  $5,000  to  Nancy
Wharton  and the residue of the estate to Clifford Johnsons  son,
Maynard Johnson.  Maynard Johnson is the appellant in this case.
          In  1984  attorneys  for  the  personal  representative
submitted  an  inventory of the estate assets.  The total  assets
were valued at $682,798.  The principal assets in the estate were
a  partnership  in a drilling company, a bar and store  in  South
Naknek,   several  parcels  of  land,  and  $70,000  in  accounts
receivable from the store.1
          The   estate  debts  totaled  $185,746.2    The   debts
consisted  of  a  $100,321.95 obligation to Humana  Hospital  for
expenses  associated with Clifford Johnsons illness, a bank  note
in  the  amount  of $17,961.82, federal taxes in  the  amount  of
$41,695,  promissory  notes to private  parties,  trade  accounts
relating to the bar and store, and additional medical bills.
          Following  his  fathers  death,  Johnson  continued  to
operate the bar and store.  He sold his fathers interest  in  the
drilling  business for $50,000, as well as some  fuel  tanks  and
other estate property.  He used the proceeds from these sales  to
pay  some of the estate debts.  In an earlier proceeding relating
to  the  estate, the probate master found that Johnson  illegally
retained  between $1,000 and $4,000 in proceeds  from  this  sale
without depositing them into an estate account.
          In   1984   Humana  Hospital  applied   for   creditors
protection.   The probate master held a hearing and  ordered  the
personal representative to post a bond in the amount of $200,000.
The probate master found that Johnson had been acting as an agent
for   the   estate   and   ordered  him   appointed   co-personal
representative.   Acting  as  co-personal  representatives,  Evva
Betts and Johnson posted a $200,000 bond issued by Safeco in June
1984.
          In  April  1986  Johnson entered into an earnest  money
contract  to  sell  the  bar  and  store.   The  transaction  was
scheduled  to  close  in June 1986, but the sale  did  not  close
during  Johnsons  tenure as co-personal representative.   Johnson
also  entered into a verbal contract to sell two parcels of  land
          owned by the estate.  In an earlier proceeding relating to this
case,  the probate master found that Johnson personally  retained
the proceeds from the land sales.
          In  May  1986 Humana Hospital filed a motion to  remove
Evva  Betts  and  Johnson  as personal  representatives  for  the
Clifford Johnson estate.  Humana was represented by the law  firm
of   Hughes,   Thorsness,  Gantz,  Powell  &   Brundin   (Hughes,
Thorsness).  Humana argued that for almost two years  the  estate
had not made payments on the balance owed to Humana.  Humana also
pointed out that the estate had yet to pay other debts, including
the  federal estate tax owed on the estate.  Humana charged  that
the  co-personal  representatives had  exhibited  nonfeasance  in
their  management  of  the estate.  Although  Betts  and  Johnson
disagreed   with   Humanas  characterization  of   their   estate
management,  they  agreed to resign as personal  representatives.
On  May  30,  1986, the superior court issued an order appointing
the public administrator as successor personal representative for
the   estate.   The  order  specifically  authorized  the  public
administrator  to  employ  Hughes,  Thorsness  to  perform  legal
services to assist with the administration of the estate.3
          The public administrator employed Hughes, Thorsness  to
perform  legal  services relating to the  estate  from  May  1986
through  the closing of the estate.  Legal services provided  for
the  estate by Hughes, Thorsness included the sale of the bar and
store  in South Naknek; resolution of a claim against the  estate
by the Naknek Electric Company; resolution of a claim against the
estate by Peter Pan Seafoods; negotiation of an agreement tolling
the  statute of limitations for potential claims that the  estate
had  against  Betts and Johnson regarding their mismanagement  of
the  estate;  transactions involving  a  motion  to  forfeit  the
$200,000  Safeco  surety bond that Betts and  Johnson  posted  in
response to the probate courts 1984 order; resolution of a  claim
filed against the estate by the Odom Company; collection of small
claims  owed to the estate; and efforts to establish clear  legal
title to the estates various real estate holdings.  The fees  and
expenses  charged by Hughes, Thorsness for these and other  legal
tasks are the subject of this appeal.
          On  October  29,  1992, Hughes, Thorsness  submitted  a
petition  to the probate court for settlement, distribution,  and
approval  of  the final accounting on the estate.   The  petition
included an accounting covering the period from May 30, 1986 (the
date  the  public administrator was appointed successor  personal
representative)  through July 31, 1992.  The accounting  reported
professional fees charged by Hughes, Thorsness in the  amount  of
$155,560  for legal fees and $11,791.43 for expenses during  that
period,  totaling $167,351.43.  A subsequent accounting  for  the
period  from  August 1, 1992 through February 28, 1993  reflected
that  payments in the amount of $30,409.87 were made  to  Hughes,
Thorsness  for the closing fees and expenses.  In total,  Johnson
claims  that Hughes, Thorsness received legal fees in the  amount
of $197,761.30 during this period.
          The superior court judge entered an order approving the
final accounting and decree of distribution on December 31, 1992.
Johnson  claims  that  the total payments he  received  from  the
          estate were only $2,411.65.  Hughes, Thorsness maintains that
Johnson  also  received an additional $18,722.80 and  parcels  of
real estate valued at $29,700.
            Before   closing   the  estate,   Hughes,   Thorsness
established  a  trust for liquidation of assets  to  satisfy  any
outstanding  potential claims that may be  asserted  against  the
Estate  or  the successor Personal Representative by  unsatisfied
creditors  .  . . . The superior court approved the  transfer  of
$25,000 from the estate to the liquidation trust.  Christy Morse,
a  former Hughes, Thorsness paralegal, was designated as trustee.
Between  June 11, 1993 and April 18, 1996, payments were made  to
Hughes,  Thorsness from the trust to cover the firms expenses  in
litigation regarding legal fees charged to the estate.
     B.   Proceedings
          1.   Johnson v. Doris
          On  November  3,  1993, Johnson filed  a  motion  under
Alaska  Civil  Rule  60(b) to reopen the probate  proceedings  to
review  the  legal  and  accounting  fees.   The  probate  master
recommended  that Johnsons motion be denied, and  Superior  Court
Judge  Larry D. Card issued an order denying the motion.  Johnson
appealed  to this court.  We reversed the superior courts  denial
of  Johnsons  motion to set aside the final probate judgment  and
remanded for review of the fees under AS 13.16.440,4 but  we  did
not decide whether the fees and costs were excessive.
          2.   Discovery for evidentiary hearing
          On  remand,  Johnson submitted interrogatories  to  the
public administrator requesting a breakdown of professional fees.
Hughes,  Thorsness responded by letter, stating that  the  public
administrator  was  no  longer a party.  Hughes,  Thorsness  also
submitted  an itemized computer printout of its billing  activity
relating  to the estate.  Johnson then filed a motion  to  compel
discovery,  arguing that the billing records provided by  Hughes,
Thorsness did not provide a breakdown of the time billed for work
on various legal projects.
          The   probate  master  recommended  that   the   public
administrator  appoint  a  successor personal  representative  to
execute  responses to Johnsons discovery requests.5  The  probate
master  also  recommended that the superior court  deny  Johnsons
motion  to compel production because the billing records provided
by Hughes, Thorsness were the only billing records available.  On
April 7, 1998, Superior Court Judge Larry D. Card issued an order
adopting all of the probate masters recommendations.
          3.   Motion for order to show cause
          While in the process of conducting discovery on remand,
Johnson  learned that the trustee for the liquidation  trust  had
withdrawn  funds  from the trust to compensate Hughes,  Thorsness
for legal fees incurred while defending Johnsons motion to reopen
the estate and Johnsons first appeal to this court.  On April 30,
1998,  Johnson filed a motion for order to show cause  requesting
sanctions  against Hughes, Thorsness for withdrawing  funds  from
the  trust  for  this  purpose.  Hughes,  Thorsness  opposed  the
motion.  The superior court did not take action on the motion.
          4.   Evidentiary hearing
          The  probate master held a four-day evidentiary hearing
          on the reasonableness of the professional fees from June 10-15,
1998.  On April 21, 1999, Probate Master John E. Duggan issued  a
masters  report  recommending that the superior court  re-approve
the   order   approving  the  final  accounting  and  decree   of
distribution, with one minor exception.6  On May 3, 1999, Johnson
moved  for a new trial or, in the alternative, de novo review  of
the  record.   On  November 15, 1999, Superior Court  Judge  Card
denied   Johnsons   motion  and  adopted  the   probate   masters
recommendations with respect to every issue except  the  invasion
of  the  liquidation trust, which Judge Card found had  not  been
addressed.   Judge  Card entered a separate order  directing  the
probate   master  to  schedule  a  status  conference   regarding
attorneys fees paid from the liquidation trust.
          5.   Summary  judgment  regarding fees  paid  from  the
               liquidation trust
               
          On  March 14, 2000, Hughes, Thorsness moved for partial
summary judgment regarding the removal of attorneys fees from the
liquidation  trust.   On  January 16, 2003,  the  superior  court
issued  an  order  granting partial summary judgment  to  Hughes,
Thorsness  on  the  question of attorneys fees  issued  from  the
liquidation   trust.    The   order   did   not   determine   the
reasonableness of fees incurred.
          6.   Costs and attorneys fees
          On  April 28, 2003, the superior court entered an order
and  judgment granting Hughes, Thorsness costs and attorneys fees
associated with Johnsons challenge to the professional fees.  The
superior  court awarded Hughes, Thorsness $23,501.25 in attorneys
fees,  $3,336.88 in costs, and interest at the rate of 3.75%  per
annum.
          Maynard Johnson appeals four separate orders issued  by
the  superior court.  First, he appeals the superior courts order
dated  April  7, 1998 denying his motion for an order  compelling
discovery  relating  to bills charged to the  estate  by  Hughes,
Thorsness.  Second, Johnson appeals the superior courts  November
15,  1999  order  approving the probate  masters  recommendations
regarding legal fees and expenses billed to the estate by Hughes,
Thorsness.   Third, Johnson appeals the superior  courts  January
16,  2003  order  granting partial summary  judgment  to  Hughes,
Thorsness  regarding  attorneys fees paid  from  the  liquidation
trust  between  March 1993 and September 1996.  Finally,  Johnson
appeals  the  superior  courts  April  28,  2003  order  awarding
attorneys  fees and costs in the amount of $26,838.13 to  Hughes,
Thorsness.
III. DISCUSSION
     A.   Standard of Review
          We review a lower courts discovery rulings for abuse of
discretion.7   A lower courts determination of the reasonableness
of  attorneys fees and personal representatives fees  in  probate
matters is also reviewed for abuse of discretion.8  We find  that
a  trial court abused its discretion only when we are left with a
definite  and firm conviction, after reviewing the whole  record,
that  the  trial  court erred in its ruling.9   Factual  findings
issued  by  a  probate master and adopted by the  superior  court
judge  are  reviewed under the clearly erroneous  standard.10   A
lower  courts decision to grant summary judgment is  reviewed  de
novo.   Summary judgment is only appropriate where there  are  no
issues  of  material  fact and the moving party  is  entitled  to
judgment as a matter of law.11  We apply our independent judgment
to questions of law.12
     B.   The  Probate Court Abused Its Discretion when It Denied
          Johnsons Motion To Compel Discovery.
          
          Johnson  appeals the superior courts order dated  April
7,  1998  denying  his  motion for an  order  to  compel  Hughes,
Thorsness  to respond to Johnsons discovery requests.13   Johnson
requested  that  Hughes, Thorsness provide  the  amount  of  time
billed  out for each service listed in the invoices presented  to
the  Estate for payment.  In response, Hughes, Thorsness provided
Johnson  computerized printouts of its billing  records  for  the
firms  work on the estate.14  The printouts included the date  of
each  task, the time spent on the task, the charges for the task,
and  a  brief description of the task, but the printouts did  not
always  specify  the  matter at issue.  For  example,  one  entry
states, Research on title, without specifying which title.
          Johnsons  principal complaint is that Hughes, Thorsness
did  not provide breakdowns of the amount of time billed for each
legal project charged to the estate, as Johnson requested in  his
initial discovery requests.  For instance, Hughes, Thorsness  did
not provide a breakdown of the time it billed for its work on the
sale of the South Naknek bar and store.  In its recommendation to
deny  Johnsons request to compel billing breakdowns, the  probate
master found that Hughes, Thorsness made available to Johnson all
of the billing information it possessed.
          As  a result of the trial courts decision, Johnson  was
left to sort through the billing records on his own in an attempt
to  determine  the  amount billed by Hughes, Thorsness  for  each
matter.   As  Johnson points out in his brief, Hughes,  Thorsness
was  better positioned than Johnson to parse through the  records
to  determine the relevant matter for which each item was billed.
Under  Rule 1.5 of the Alaska Rules of Professional Conduct,  the
factors  to be weighed when determining the reasonableness  of  a
lawyers fees include the time and labor required, the novelty and
difficulty of the questions involved, and the skill requisite  to
perform  the  legal service properly.15  In order  to  make  this
determination,  it  was  critical  for  the  superior  court   to
determine  the amount billed for each legal service  provided  to
the  estate.  The billing records submitted by Hughes,  Thorsness
during discovery made that task nearly impossible.
          While  we  have  not previously examined  the  required
level  of specificity for billing records in probate matters,  we
have  indicated  that some level of specificity  is  required  in
billing  records in disputes involving attorneys fees  generally.
For  instance,  in Hayes v. Xerox Corp.,16 we reviewed  attorneys
fees  in  the context of Alaska Civil Rule 82.  We held that  the
lower  court  should  have required Xerox,  the  party  receiving
          attorneys fees for its own legal work, to itemize its fee
request.17  We reasoned that Xeroxs counsel should have specified
the  services included in those hours submitted, and we  remanded
the issue so that the superior court [could] order Xeroxs counsel
to itemize the hours and nature of the work spent on [the] case .
.  . .18  Johnson also points us to a federal bankruptcy decision
originating   in  Alaska  in  which  the  court  determined   the
reasonableness  of  attorneys  fees  incurred  during  bankruptcy
proceedings.   The bankruptcy court observed:  Time records  must
be  adequate to show the amount of time spent and the  manner  in
which it was spent . . . [a]n entry of research or telephone call
is insufficient.19
          These  cases, together with factors set forth in Alaska
Rule  of  Professional Conduct 1.5, indicate that some  level  of
specificity in billing records must be submitted to the  superior
court  for  purposes  of resolving disputes  regarding  attorneys
fees.   Because many of the billing entries submitted by  Hughes,
Thorsness  were  so  vague that Johnson could not  discern  which
legal  matter  corresponded to each entry, we conclude  that  the
superior  court  abused its discretion when  it  denied  Johnsons
discovery request.
     C.   The  Probate  Master Improperly Placed  the  Burden  of
          Proof on Johnson at the Evidentiary Hearing.
          
           Johnson argues that the probate master erroneously put
the  burden  of proof on him during the evidentiary  hearing,  in
part  by  requiring him to proceed first.  According to our  case
law, expenses must be reasonable and attorneys fees necessary  in
order for a personal representative to receive reimbursement  for
attorneys fees under AS 13.16.435,20 the statute that authorizes a
personal representative to receive reimbursement from the  estate
for  attorneys fees incurred in the administration of the estate.
Under   the  reasonable  and  necessary  standard,  the  personal
representative  and  the attorneys are in the  best  position  to
demonstrate that the fees were in fact reasonable and  necessary.
In   this  case,  Hughes,  Thorsness  performed  extensive  legal
services for the estate and was therefore the entity in the  best
position to demonstrate the reasonableness of its own fees.  Like
other  jurisdictions  that have considered  this  question,21  we
conclude  that  the  burden  of  proving  the  reasonableness  of
attorneys fees in estate actions falls on the attorney whose fees
are   being  challenged,  particularly  where  the  attorney   is
effectively standing in the shoes of the personal representative.22
The  burden of proof was on Hughes, Thorsness to demonstrate that
the expenses and fees charged to the Clifford Johnson estate were
necessary and reasonable.
          Although  the probate master stated in his report  that
the  burden  of proof at the evidentiary hearing was  on  Hughes,
Thorsness, the report reflects that the probate master seemed  to
expect  Johnson  to  carry the burden at various  points  in  the
proceedings.   The  superior court not only required  Johnson  to
proceed first,23 but indicated that Johnson had failed to produce
adequate  evidence regarding the amount billed for some  matters.
For  instance, regarding fees relating to the Peter Pan  Seafoods
          claim, the superior court wrote, [Johnsons] evidence failed to
show  that  $25,000.00 was billed to the estate as he claimed  or
that [Hughes, Thorsness] performed unnecessary legal services  or
billed  excessively  for work done . . . .   And  regarding  fees
incurred  in the creation of the tolling agreement, the  superior
court  wrote,  [Johnson] offered no evidence in  support  of  his
calculations [of the amount billed] and argument and  his  expert
witness did not have an opinion whether [Hughes, Thorsnesss] fees
in  this  regard  were unreasonable . . . .  Statements  such  as
these  indicate that the superior court expected Johnson,  rather
than Hughes, Thorsness, to produce evidence as to the amount  and
reasonableness of fees.
     D.   Hughes,  Thorsness Should Have Been on Notice that  Its
          Fees Might Be Challenged.
          
          Before  we  examine whether Hughes, Thorsness  met  its
burden  of proving the reasonableness of the fees charged to  the
estate, we note that Hughes, Thorsness should have been on notice
that  its fees were challengeable and therefore should have  been
prepared  to present evidence establishing the reasonableness  of
its  fees.  This is true for three reasons.  First, our  decision
in  Johnson v. Doris made clear that Hughes, Thorsness  would  be
expected to demonstrate the reasonableness of its fees.24  Second,
the  amount  of fees was large in relation to the  value  of  the
estate.   And third, Hughes, Thorsness owed a fiduciary  duty  to
the estate.
          When  we remanded Johnson v. Doris to the probate court
for  an inquiry into the reasonableness of the professional fees,
we noted that the fees were large in relation to the value of the
estate.  We observed:
          The personal representatives final accounting
          did  not adequately support [the professional
          fees charged to the estate].  No showing  was
          made that particular services were needed; no
          showing  was made as to the number  of  hours
          spent.  We note that the probate court should
          have  been  alerted  by  the  amount  of  the
          professional expenses relative to the size of
          the estate, and should have given substantive
          consideration  to  the  proposed   fees   and
          costs.[25]
          
Although  we  did  not  decide whether the fees  and  costs  were
excessive,  we  concluded  that review  under  AS  13.16.440  was
appropriate.26  This language made clear that the purpose of  the
remand  was to determine whether the fees incurred were necessary
and  should  have  alerted Hughes, Thorsness  that  it  would  be
expected to account for the fees.
          The  fact  that  the attorneys fees were  so  large  in
relation to the value of the estate should also have put  Hughes,
Thorsness  on  notice  that  it  might  be  expected  to  provide
justification for the fees.  In general, courts consider the  fee
amount in relation to the size of the estate when determining the
reasonableness of attorneys fees in the estate context.27  Courts
          in a number of jurisdictions have found that attorneys fees in
probate  matters  were excessive because they  were  unreasonably
large  relative to the size of the estate.  For instance,  a  New
York  court  reduced the amount of attorneys fees approved  in  a
probate  matter because the fees amounted to twenty-five  percent
of the size of the estate.28  Similarly, a Florida appellate court
found  attorneys fees in the sum of $37,500 for an  estate  worth
$180,000 to be so excessive that it shocks the conscience of this
court.29  While we do not think it necessary to determine exactly
what  percentage, if any, is high enough to make  attorneys  fees
per  se unreasonable, we note that the higher the attorneys  fees
in  relation to the total value of the estate, the more  prepared
an attorney should be to defend those fees.
          In  this  case,  Hughes, Thorsness  owed  a  particular
responsibility   to   the  estate  because   of   the   fiduciary
relationship  that  existed  between Hughes,  Thorsness  and  the
estate.   As  the Washington Supreme Court concluded  in  a  case
similar to this one, attorneys assisting personal representatives
in  probate  matters owe a fiduciary duty to the estate  and  its
beneficiaries.  The court reasoned:
          In  probate, the attorney-client relationship
          exists  between the attorney and the personal
          representative of the estate.   The  personal
          representative   stands   in   a    fiduciary
          relationship to those beneficially interested
          in  the  estate.  He is obligated to exercise
          the  utmost  good  faith  and  diligence   in
          administering   the  estate   in   the   best
          interests   of   the  heirs.   The   personal
          representative employs an attorney to  assist
          him  in  the  proper  administration  of  the
          estate.   Thus, the fiduciary duties  of  the
          attorney   run  not  only  to  the   personal
          representative but also to the heirs.[30]
          
In a recent case involving a challenge to attorneys fees incurred
in  the  administration  of an estate,  we  observed  that  [t]he
fiduciary duty is the highest standard of duty implied by law. 31
Here,  Hughes, Thorsnesss extensive activities on behalf  of  the
estate  established a fiduciary duty that extended to the  estate
and its beneficiaries.  This duty obligated Hughes, Thorsness  to
protect the interests of the estate and its beneficiaries.  Given
the  large amount of fees in relation to the value of the estate,
together with the fiduciary relationship between the law firm and
the estate, Hughes, Thorsness should have been on notice that  it
might be called upon to explain the fees in detail.
     E.   Hughes,  Thorsness Did Not Meet Its Burden  of  Proving
          that All of Its Fees Were Reasonable and Necessary.
          
          Having determined that Hughes, Thorsness had the burden
of  proving  that  the  fees  and expenses  were  reasonable  and
necessary,  we  now  examine whether Hughes, Thorsness  met  that
burden.   Because  the  evidence presented by  Hughes,  Thorsness
failed to justify approximately $68,500 of the total fees charged
to  the  estate, we conclude that Hughes, Thorsness did not  meet
its burden as to that $68,500 in fees.
          At  the  outset,  we  note that the  reasonableness  of
attorneys fees is governed by the factors in Rule 1.5(a)  of  the
Alaska Rules of Professional Conduct.32  Rule 1.5(a) of the Alaska
Rules of Professional Conduct states:
          A  lawyers  fee  shall  be  reasonable.   The
          factors  to be considered in determining  the
          reasonableness   of   a   fee   include   the
          following:
          
               (1)   the  time and labor required,  the
          novelty   and  difficulty  of  the  questions
          involved, and the skill requisite to  perform
          the legal service properly;
          
               (2)   the likelihood that the acceptance
          of  the  particular employment will  preclude
          other employment by the lawyer;
          
               (3)   the fee customarily charged in the
          locality for similar legal services;
          
               (4)  the amount involved and the results
          obtained;
          
               (5)            the    time   limitations
                              imposed by the client  or
                              by the circumstances;
                              
               (6)    the  nature  and  length  of  the
          professional relationship with the client;
          
               (7)   the  experience,  reputation,  and
          ability  of  the lawyer or lawyers performing
          the services; and
          
               (8)    whether  the  fee  is  fixed   or
          contingent.[33]
          
As  discussed  above,  another factor  that  a  trial  court  may
consider  when  determining the reasonableness  of  fees  in  the
estate context is the size of the estate.34
          The  parties  disagree  about  the  total  amount  that
Hughes,  Thorsness  actually  billed  to  the  estate.   At   the
evidentiary  hearing, Johnson submitted evidence reflecting  that
the total amount billed by the firm, including fees and expenses,
was approximately $201,000 at the time of the hearing.35  Johnson
arrived  at  this number by adding together all of  the  invoices
received   by   the  estate  from  Hughes,  Thorsness.    Hughes,
Thorsnesss  estimate was based on the testimony  of  the  billing
partner  in charge of the Clifford Johnson estate, Robert Manley.
          He testified that the fees paid to the firm by the estate were
probably  closer to $180,000.36  But Manley did not  present  any
evidence  to  indicate that the firm billed an amount  less  than
that reflected by the invoices.  And on cross-examination, Manley
conceded  that the estate had been billed approximately  $185,000
in  legal fees and another $16,000 in costs.  The probate  master
did  not  make  any  findings regarding the exact  dollar  amount
billed  by  the firm during its involvement with the estate;  nor
did  the  probate master determine how many hours were  spent  on
each matter.37
          Both  parties  presented  expert  testimony  about  the
reasonableness  of  the fees.  Hughes, Thorsnesss  expert,  Trigg
Davis,  testified that the matters that Hughes, Thorsness handled
were necessary to the estate.  For instance, regarding one of the
most  contested aspects of Hughes, Thorsnesss management  of  the
estate   the decision to collect small claims owed to the  estate
from  debtors in remote villages  Davis stated, the area where  I
see  the  greatest problem . . . everybody sees it, is the  small
claim  area, but . . . thats not saying it wasnt necessary to  do
something.   Davis continued, in terms of dollars and cents  [the
amount of small claims collected] wasnt the greatest result,  but
thats  different  than  saying  it  wasnt  necessary,  and  thats
different than saying it wasnt a reasonable decision when it  was
made.   Davis  also  testified that the hourly  fees  charged  by
Hughes, Thorsness were reasonable38  and that in his opinion  the
overall  fees charged to the estate were reasonable.   On  cross-
examination,  Davis testified that he had not  evaluated  whether
time  was efficiently spent on the estate.  Davis did not provide
any  testimony about the number of hours spent or amount of money
billed  for various legal services provided by Hughes, Thorsness.
When  asked  whether he had formed an opinion as to  whether  the
time  spent  on any particular task was reasonable and necessary,
Davis  responded that he didnt go through and break [the  estate]
into its parts.
          Johnsons  expert,  Robert  Erwin,  testified  that   he
believed  the  fees  charged to the estate  to  be  a  staggering
amount.   He stated of the billing, Its beyond the range  of  any
experience  Ive ever had, and its the most Ive ever seen  charged
in  a  probate  case.   Erwin testified that  he  sorted  through
Hughes,  Thorsnesss bills to determine how much was  charged  for
each  matter  handled by the firm.  The probate  master  admitted
Erwins  estimates  as the basis for his expert opinion  regarding
the  reasonableness of the fees, but not as  proof  of  the  fees
actually  charged.  Manley  disputed Erwins  estimates  for  each
matter,  maintaining  that he had adjusted some  of  the  billing
downward to reflect what he thought was a reasonable fee for each
task.   Manley  did  provide his own  figures  for  some  of  the
matters,  but  the  transcript reveals, and  the  probate  master
acknowledged,  that Manleys figures, too, were merely  estimates.
For  instance,  regarding the sale of a bar and  store  in  South
Naknek,  Manley stated of the amount billed, [Erwin]  says  8,600
odd  dollars, and I think the real number is  is closer to  7,500
something  like  that.  And regarding a summary  judgment  motion
that  Hughes,  Thorsness handled for the estate,  Manley  stated,
          [Erwins] total assertion on [the matter] is about  a little shy
of  $24,000,  and  actually I think the  total  fees  were  about
$20,000   .  .  .  .   In  most  cases,  Manley  attributed   the
discrepancies to writedowns.
          By  the  end  of  the  hearing,  Manley  had  testified
regarding  $112,550 worth of billing for various matters.   After
subtracting $15,000 that was billed for costs, rather than  legal
fees,  Johnsons  attorney asked Manley how he accounted  for  the
remaining  $72,000 that the firm billed to the estate.39   Manley
attributed the remainder of the fees to tax matters and assisting
the personal representative in fiduciary matters.  But aside from
an  estimate that the law firm paid one accountant $1,500  and  a
tax  attorney  $2,000,  Manley  did  not  provide  any  level  of
specificity about actual bills for these services.40
          According   to  Rule  1.5  of  the  Alaska   Rules   of
Professional  Conduct,  the  first  factor  to  be  weighed  when
determining the reasonableness of a lawyers fee is the  time  and
labor required.41  But the case presented by Hughes, Thorsness at
the  evidentiary hearing focused on the necessity  of  the  legal
services  provided  and the reasonableness of  the  firms  hourly
rates  without  addressing the time and labor required  for  each
matter  handled  by  the  firm.   In  fact,  outside  of  Manleys
estimates at the evidentiary hearing, Hughes, Thorsness presented
almost  no  evidence  regarding the time and  labor  required  to
provide  various  legal services to the Clifford Johnson  estate.
Hughes, Thorsnesss timekeeping records did provide breakdowns  of
the  time  spent  on  specific tasks such as telephone  calls  or
conferences, but many of the billing entries did not indicate the
matter  associated with the entry.  The result was  that  Johnson
was  left  to parse through the billing records to determine  how
much time was spent on each matter even though the burden was  on
Hughes, Thorsness.
          Having  reviewed the transcript and the probate masters
report,  we conclude that the superior court erred in failing  to
determine  exactly what amount Hughes, Thorsness  billed  to  the
Clifford Johnson estate.  We also conclude that Hughes, Thorsness
failed  to  meet its burden of proving the reasonableness  of  at
least  $68,500 in fees because the law firm did not  account  for
these fees at the evidentiary hearing, and many of the entries in
the  billing  records  are  too vague to  establish  whether  the
charges  were  reasonable  for any  given  matter.   This  number
represents approximately $72,000 for which Hughes, Thorsness  did
not  account  during the evidentiary hearing, minus  $3,500  that
Manley  testified went to an accountant and a tax  attorney.   We
recognize that Hughes, Thorsness provided valuable legal services
to  the  estate.   However, the firms billing  records  were  not
sufficiently  detailed for the superior court  to  determine  the
reasonableness of fees not explained by Hughes, Thorsness  during
the hearing.42
          As  we discussed above, Hughes, Thorsness was on notice
that  it  should have been prepared to prove the precise  nature,
necessity,  and  reasonableness of all of its legal  fees.   This
included proof of the reasonableness of the time spent and amount
charged  for the various matters handled by the estate.   Because
          Hughes, Thorsness failed to meet its burden as to $68,500 of the
fees, we must vacate the superior courts order to that extent.43
     F.   The  Superior Court Erred in Granting Hughes, Thorsness
          Partial  Summary  Judgment on  the  Question  of  Money
          Withdrawn from the Liquidation Trust To Pay Legal  Fees
          and Expenses.
          
          Johnson   asserts  several  claims  relating   to   the
liquidation trust established at the request of Hughes, Thorsness
at  the time of the estate closing.  As a general matter, Johnson
argues  that the liquidation trust never served any real purpose.
Johnson  contends  that  the  only purpose  ever  served  by  the
liquidating  trust  is that it funded [Hughes, Thorsnesss]  legal
efforts to resist review of its professional fees and argues that
the   creation   and  administration  of  the   trust   generated
unnecessary legal fees.  The probate master considered  testimony
from  Manley  and the public administrator explaining  that  they
chose  to establish the liquidation trust to indemnify the public
administrator  and  the  estate  from  potential  tax  liability.
Because  the probate master weighed credible testimony  regarding
the purpose of the liquidating trust, we conclude that it was not
an  abuse  of discretion for the probate court to find  that  the
creation of the trust was necessary.
          Johnson  next  challenges  the  superior  courts  order
granting  partial summary judgment to Hughes, Thorsness regarding
attorneys fees paid from the liquidation trust between March 1993
and  September  1996.44  Johnson asserts that  Hughes,  Thorsness
improperly  used  money from the trust to defend  itself  against
Johnsons  claim  that  the  firms fees  were  unreasonable.   The
superior  court  found  that the payments  were  appropriate  and
authorized under the terms of the Trust which Trust Agreement has
been  previously approved by the court.  The superior  court  did
not determine the reasonableness of the fees incurred, but rather
determined  that  the submittal of billings and  the  payment  of
those   billings  relating  to  probate  closing  matters,  trust
administration  matters and opposition to the  Civil  Rule  60(b)
motion  .  . . was appropriate and authorized under the terms  of
the trust.
          Hughes, Thorsness makes two arguments relating  to  the
payment of fees from the trust.  First, Hughes, Thorsness  argues
that  payments from the trust were reimbursable expenses  of  the
personal  representative under AS 13.16.435, which  entitles  the
personal   representative  or  a  person  nominated  as  personal
representative  to receive necessary expenses  from  the  estate,
including reasonable attorneys fees.45  But Hughes, Thorsness was
neither  a  personal  representative nor  nominated  as  personal
representative, and it was seeking reimbursement for the expenses
incurred  to defend its own fees, rather than for work  performed
at the direction of the personal representative.
          Hughes,  Thorsnesss second theory for its  recovery  of
attorneys  fees  from  the  trust  is  that  the  payments   were
authorized as an expense of the trust because they were  made  to
defend  the trust from Johnsons motion to reopen it.  But Hughes,
Thorsness only performed limited administrative matters on behalf
          of the trust,46 and letters written by Hughes, Thorsness to the
public  administrator  during the relevant time  period  indicate
that the firm viewed itself as opposing Johnsons motion on behalf
of the public administrator, not the trustee.  In any case, it is
not  clear that the trustee had a direct interest in launching  a
broad-based  defense  against Johnsons  Rule  60(b)  motion.   We
conclude  that  the  superior court  erred  in  granting  summary
judgment regarding funds withdrawn from the liquidation trust  to
defend  Johnsons challenge to Hughes, Thorsnesss bills and remand
this aspect of the case for further proceedings.47
     G.    Johnson  Is  Entitled to Rule 79  Costs  and  Rule  82
Attorneys Fees.
          Johnson  appeals  the superior courts  April  28,  2003
order  awarding  attorneys  fees  and  costs  in  the  amount  of
$26,838.13  to  Hughes, Thorsness.  Because Johnson  should  have
prevailed  in superior court on the main issue in the case   that
Hughes,  Thorsness failed to justify all of its fees  and because
we  are  remanding  to  the superior court with  instructions  to
refund  a  significant  amount of money to  the  estate,  Johnson
should  have been viewed in the superior court as the  prevailing
party  in  this  case.   We  have  consistently  held  that   the
prevailing party is the party who prevails on the main issues  in
the case.48  We have also observed that [a] plaintiff may prevail
even if he or she failed to recover all of the relief prayed for.49
The purpose of attorneys fees under Civil Rule 82 is to partially
compensate   a  prevailing  party  where  such  compensation   is
justified and not to penalize a party for litigating a good faith
claim.50   Here, our remand calls for a refund of  a  substantial
portion  of  the attorneys fees paid by the estate.   On  remand,
Johnson may apply for costs and fees pursuant to Rules 79 and 82.
IV.  CONCLUSION
          We REVERSE the superior courts order dated November 15,
1999  reapproving  the order approving the final  accounting  and
decree  of distribution for this estate, but AFFIRM the  superior
courts order to disgorge $660 relating to the late renewal of the
liquor license.  We also REVERSE the superior courts January  16,
2003 order granting partial summary judgment to Hughes, Thorsness
on  the  question  of  attorneys fees paid from  the  liquidation
trust.   We  VACATE  the  superior courts April  28,  2003  order
awarding attorneys fees and costs in the amount of $26,838.13  to
Hughes, Thorsness.  This case is REMANDED for further proceedings
regarding  the disbursements from the liquidation trust  and  for
the superior court to refund the estate $68,500.
_______________________________
     1     The appellee claims there was also a plot of land  not
listed in the inventory that was appraised at $41,100.

     2     In  Johnson v. Doris, we stated that [c]laims  against
the  estate totaled $228,419.  933 P.2d 1139, 1140 (Alaska 1997).
Johnson  derived the revised figure of $185,746 from  the  estate
tax return.  Hughes, Thorsness does not dispute the figure.

     3     Johnson  argues  that the superior court  should  have
prevented  Hughes,  Thorsness, counsel  for  a  creditor  of  the
estate,  from arranging for the public administrators appointment
and  then  handling all of her legal work because this created  a
conflict   of   interest  and  a  situation  where   the   public
administrator  implemented no controls  over  Hughes,  Thorsnesss
spending.   We  do  not  address  the  propriety  of  the  public
administrators  appointment because Johnson did  not  raise  this
issue  in  his  first appeal, and it is beyond the scope  of  our
remand  in  this  case.  See State, Commercial Fisheries  Entries
Commn  v.  Carlson, 65 P.3d 851, 873-74 (Alaska 2003)  (observing
that [s]uccessive appeals should narrow the issues in a case, not
expand them).

     4    Johnson v. Doris, 933 P.2d at 1144, 1146.  AS 13.16.440
states:

          [T]he  propriety of employment of any  person
          by  a  personal representative including  any
          attorney,  auditor,  investment  advisor,  or
          other  specialized  agent or  assistant,  the
          reasonableness  of  the compensation  of  any
          person so employed, or the reasonableness  of
          the  compensation determined by the  personal
          representative     for      the      personal
          representatives services, may be reviewed  by
          the  court.   Any  person  who  has  received
          excessive  compensation from  an  estate  for
          services  rendered  may be  ordered  to  make
          appropriate refunds.
          
     5     Johnson directed his initial discovery requests to the
public  administrator. Charlene Doris, the  public  administrator
who  served as successor personal representative for the  estate,
was  no  longer  employed by the state when  the  probate  master
issued   its  discovery  recommendations.   The  probate   master
determined  that  the  public  administrator  was  no  longer  an
appropriate  party and recommended that the public  administrator
designate  a  successor  personal representative  to  respond  to
discovery requests.

     6     The  probate masters report recommended that the court
order  Hughes, Thorsness to disgorge $660 relating  to  the  late
renewal of a liquor license at the store.

     7     Fletcher  v.  S.  Peninsula Hosp., 71  P.3d  833,  844
(Alaska 2003) (citation omitted).

     8     Helgason  v. Merriman, 36 P.3d 703, 705 (Alaska  2001)
(applying  the  abuse of discretion standard to  a  review  of  a
motion  to remove a personal representative and noting  that  the
abuse  of  discretion standard is applied to reviews of attorneys
fees  and  personal representatives fees in the probate  context)
(citing  Gudschinsky v. Hartill, 815 P.2d 851, 854 (Alaska  1991)
(applying  the abuse of discretion standard to review  the  lower
courts  determination of reasonable compensation for  a  personal
representative in a probate matter) and In re Estate of  Gregory,
487  P.2d  59, 64 (Alaska 1971) (reviewing an award of  attorneys
fees to an estate administrator for abuse of discretion)).

     9     Buster  v.  Gale, 866 P.2d 837, 841 n.9 (Alaska  1994)
(internal quotation marks omitted).

     10    Bowman v. Blair, 889 P.2d 1069, 1072 n.5 (Alaska 1995);
C.  St. Foodland v. Estate of Renner, 596 P.2d 1170, 1172 (Alaska
1979).

     11     Odsather v. Richardson, 96 P.3d 521, 523 n.2  (Alaska
2004).

     12    Summers v. Hagen, 852 P.2d 1165, 1169 (Alaska 1993).

     13     We  conclude in Part III.E of this decision that  the
superior  court  should vacate the superior  courts  approval  of
Hughes, Thorsnesss fees to the extent that Hughes, Thorsness  has
not  demonstrated  their reasonableness.  Therefore,  no  further
discovery  is necessary on the issue of reasonableness  of  fees.
We  nonetheless discuss the discovery issue here because Johnsons
discovery   requests  are  relevant  to  our  analysis   of   the
proceedings at trial.

     14     The firm did not retain bills for the period from May
9, 1986 through November 25, 1986 because of a firm policy not to
retain billing memoranda for more than a six-year period.  As  we
discuss below, Hughes, Thorsness had the burden of proof in  this
matter.  To the extent that the firms policy impacted its ability
to  satisfy its burden of proof, Hughes, Thorsness, not  Johnson,
should bear the costs.

     15    Alaska R. Prof. Conduct 1.5(a)(1).

     16    718 P.2d 929 (Alaska 1986).

     17    Id. at 939.

     18    Id.

     19     In re Four Star Terminals, Inc., 42 B.R. 419, 426 n.1
(Bankr. Alaska 1984).

     20    See Enders v. Parker, 66 P.3d 11, 15 (Alaska 2003); see
also 31 Am. Jur. 2d Executors and Administrators  428 (2004).

     21    See, e.g., In re Estate of McCranor, 575 N.Y.S.2d 181,
182-83  (N.Y. App. Div. 1991) (finding that the lower  court  had
incorrectly placed the burden on the party challenging the  fees,
and  time  sheets submitted by the attorneys reflected that  they
had  billed the estate for ministerial tasks that could have been
performed by laypersons); In re Estate of Sonovick, 541 A.2d 374,
376  (Pa. Super. 1988) (finding that the trustee and her attorney
had  not  met their burden of proving the reasonableness  of  the
fees because they did not offer an explanation as to how the fees
were  computed or what work was actually done); In re  Estate  of
Eisenberg,  433 So. 2d 542, 543 (Fla. Dist. App. 1983) (reversing
the  trial  courts  approval  of attorneys  fees  because  expert
testimony  about the reasonableness of fees did not  examine  the
reasonableness of the time expended, and the testimony as to time
expended  was  based upon reconstructed billing records);  In  re
Estate of Larson, 694 P.2d 1051, 1060 (Wash. 1985) (en banc)  (An
estate attorney must assume the burden of proving that the  hours
charged to the estate were reasonable and necessary.).

     22    At the evidentiary hearing, Charlene Doris, the former
personal  representative for the estate, testified that  she  had
relied  upon  the  advice  of [Hughes, Thorsness  partner  Robert
Manley]  as  the  attorney for the estate when  handling  matters
relating to the estate.

     23     Hughes,  Thorsness correctly notes in its brief  that
[t]rial  courts  are  granted  almost  unlimited  discretion   in
determining  the  order  of proof at trial.   Fairbanks  N.  Star
Borough  v. Lakeview Enters., Inc., 897 P.2d 47, 60 n.28  (Alaska
1995) (quoting American Natl Watermattress Corp. v. Manville, 642
P.2d  1330, 1339 (Alaska 1982)).  In this case the order of proof
was  only one factor indicating that the burden was not allocated
appropriately.

     24    933 P.2d at 1143.

     25    Id.

     26    Id.

     27     See Allen E. Korpela, Annotation, Amount of Attorneys
Compensation in Proceedings Involving Wills and Administration of
Decedents Estates, 58 A.L.R. 3d 317,  2 (2004).

     28    Estate of McCranor, 575 N.Y.S.2d at 183.

     29    Estate of Eisenberg, 433 So. 2d at 543.

     30     Estate  of Larson, 694 P.2d at 1054 (emphasis  added)
(citations  omitted).  But see Trask v. Butler,  872  P.2d  1080,
1085  (Wash. 1994) (holding that an attorney hired by a  personal
representative  does  not owe a duty to estate  or  beneficiaries
that  would  allow  heirs to bring a malpractice  action  against
attorney because there is no privity of contract).

     31     Enders,  66 P.3d at 16 (quoting Blacks Law Dictionary
625 (6th ed. 1990)).

     32     Alaska  Probate Rule 7.1 provides that  [a]  personal
representatives fee shall be reasonable.  The factors in  Probate
Rule 7.1 are similar to those in Rule 1.5 of the Alaska Rules  of
Professional Conduct.

     33    Alaska R. Prof. Conduct 1.5(a).

     34     At least one court has considered this factor because
the  attorneys own exposure to liability depends in part  on  the
size of the matter.  In re Estate of Bolton, 403 N.W.2d 40, 43-44
(Iowa App. 1987).

     35     Johnsons  attorney  argued  at  a  post-hearing  oral
argument  before Judge Card that the exact amount billed  to  the
estate was $200,793.04.

     36    Manley indicated during his testimony that he believed
the  fees  to  be  approximately $180,000, not  including  costs.
Manley argued at the post-hearing oral argument before Judge Card
that the total amount paid to Hughes, Thorsness was $199,747.53.

     37    The probate master wrote that Hughes, Thorsness billed
the  estate  for  legal services provided the successor  personal
representative, the court public administrator, in the total  sum
of  $155,560 and $11,791.43 for costs through preparation of  the
final  accounting  . . . and estimated an additional  $20,000  to
close  the  estate.  The probate master derived this figure  from
the final accounting.

     38    Johnson does not contend that the hourly rates charged
by  Hughes,  Thorsness were unreasonable in  light  of  community
standards.

     39    It appears that both parties were working from a total
billing  figure  of  $200,000 at this point in  the  proceedings.
After  subtracting $15,000, Johnsons attorney asked  Manley,  the
difference between 112,000 and 185,000 is what, $72,000?  If  the
total  amount billed was approximately $201,000, as reflected  in
the invoices, minus $15,000 in costs, Manleys testimony failed to
account for $73,450.

     40    Johnsons attorney also asked Manley about $53,000 that
went  to  accountants.   The  final  accounting  for  the  estate
indicates that accountants fees in the amount of $53,395.82  were
paid  out of the estate.  These fees were in addition to the fees
and expenses paid to Hughes, Thorsness.

     41    Alaska R. Prof. Conduct 1.5(a)(1).

     42    Cf. In re Estate of ONeill, 425 N.W.2d 133, 135 (Mich.
App. 1988) (concluding that attorneys time sheets were unreliable
because  attorney  relied  on cursory glance  through  his  daily
calendars  to compute his billing); In re Estate of Kiebler,  345
N.W.2d 713, 714 (Mich. App. 1984) (holding that attorneys had not
proven that expenses were reasonable even though they submitted a
fifty-two-page  statement  of  services  with  itemized  entries,
because some of the entries were vague); In re Estate of Gillett,
527  N.Y.S.2d 690, 692 (N.Y. Sur. 1988) (reducing the fee awarded
to  the  attorney/fiduciary of the estate because a good deal  of
the  services involved telephone calls to various people with  no
indication as to the substance and purpose of the [calls]); In re
Estate  of  Sonovick, 541 A.2d at 376; In re Estate of Eisenberg,
433 So. 2d at 543.

     43     Due  to  the  lengthy delays in  this  case,  we  are
reluctant to remand the case for further proceedings.  Cf.  State
v.  Kenaitze  Indian  Tribe, 83 P.3d  1060,  1071  (Alaska  2004)
(reaching  the  merits rather than remanding  due  to  delays  in
case).   In fact, Johnson has specifically asked us not to remand
the  case for further proceedings due to the time that has passed
since  Clifford Johnsons death.  We decline to remand  this  case
and  instead  vacate the superior courts judgment to  the  extent
that  the  fees were not supported by the evidence.   Cf.  Alaska
Statebank  v.  Fairco, 674 P.2d 288, 294 (Alaska  1983)  (setting
aside portion of award not supported by evidence).

     44     Johnson asserts that the trustee withdrew $20,666  as
compensation  for  the  legal fees during this  period.   Hughes,
Thorsnesss estimate puts the amount at $20,088.62.

     45    AS 13.16.435.

     46     Hughes,  Thorsness states in its  brief:   The  total
amount  attributable to Trust administrative matters  amounts  to
$1,279.06.  The amount attributable to final closing expenses  of
the probate proceedings amounts to $954.72.

     47    Hughes, Thorsness also argues that Johnsons objections
to  the payment of expenses from the liquidation trust were time-
barred by the terms of the trust.  But because we conclude, as  a
matter  of  law, that Hughes, Thorsness could not withdraw  money
from  the trust to defend a challenge to its fees, we decline  to
interpret  the  trust  as barring Johnsons  complaint  about  the
withdrawals.

     48     See, e.g., Blumenshine v. Baptiste, 869 P.2d 470, 474
(Alaska 1994); Hillman v. Nationwide Mut. Fire Ins. Co., 855 P.2d
1321,  1327  (Alaska 1993); Hutchins v. Schwartz, 724 P.2d  1194,
1204  (Alaska 1986); Alaska Placer Co. v. Lee, 553  P.2d  54,  63
(Alaska  1976); Buza v. Columbia Lumber Co., 395  P.2d  511,  514
(Alaska 1964).

     49    Blumenshine, 869 P.2d at 474 (determining plaintiff to
be  prevailing  party even though plaintiff only recovered  small
fraction of the $700,000 in damages requested).

     50     Id. (quoting Malvo v. J.C. Penny Co., Inc., 512  P.2d
575, 588 (Alaska 1973)) (internal quotation marks omitted).