"This case has now been submitted for decision by this Court on the ... petition[s] of plaintiffs, the members of the Board of Operatives, for payment of attorneys' fees and expenses.
"In a number of petitions for allowance of ... attorneys' fees and expenses, the Board of Operatives seek [a] an ... award totalling $112,462.50 representing compensation for the services of its attorneys in ... five cases as of September 5, 1986, and, in addition, reimbursement of expenses in the amount of $11,546.33.
"Practically all of the matters at issue in [these] cases [revolve] around a disagreement between the Board of Operatives and the Board of Management regarding their respective roles under the terms of the Eagan Trust established under the Will of John J. Eagan for the purpose of operating the business of American Cast Iron Pipe Company ("ACIPCO").[ 1 Earlier decisions on issues involving the rights of ACIPCO
employees include Duff v. American Cast Iron Pipe Co., 362 So. [2d] 886 (Ala.1978); Smith v. American Cast Iron Pipe Co., 370 So.2d 283 (Ala.1979); Farlow v. Adams, 474 So.2d 53 (Ala.1985); Ex parte Johnson, 481 So.2d 353 (Ala.1985).
"In the codicil of his Last Will, John J. Eagan left all of the common stock of ACIPCO to the members of the Board of Management and members of the Board of Operatives of ACIPCO jointly as trustees. Eagan gave the trustees power to vote the stock of ACIPCO, stating that it was his desire that the Board of Management should vote as a unit and that the Board of Operatives should vote as a unit, with the vote of each group being determined by the majority vote of the members of the respective Boards. In the event of the failure of the trustees to agree upon any question, the question would be referred to the Board of Directors, whose decision would be final.
"On March 30, 1942, the trustees, consisting of members of the Board of Operatives and members of the Board of Management, filed a petition for instructions with this Court asking this Court to determine whether they as trustees had the right and authority to adopt reasonable rules and regulations to govern the conduct of the trust and whether the rules and regulations submitted with the petition were reasonable and proper rules and regulations to be adopted by the trustees.
"Twelve of the employees of ACIPCO employed in various departments of the ACIPCO plant and performing various classes of work were named as respondents and represented by an attorney. Following submission, the Circuit Court for the Tenth Judicial Circuit of Alabama on April 6, 1942, entered a final decree determining that the trustees had the right and authority to adopt reasonable rules and regulations governing the conduct of the trust and that those submitted by them were reasonable and proper rules and regulations and that the trustees would be governed and directed by such rules thereafter.
"Article XI, Section 1, of the rules and regulations confirmed by the court decree and now incorporated in the By-Laws of the ACIPCO, provides in part as follows:
" 'In the event the two units of the Board of Trustees shall fail to agree upon any question, then said question in dispute may be referred to the Board of Directors, whose decision on said question in dispute shall be final. Either the Board of Management or the Board of Operatives may direct the Secretary of this Board to refer said question to the Board of Directors. The Secretary shall make such reference in writing. Any meeting of the members of the Board of Directors held for the purpose of deciding a question in dispute between the units shall be presided over by an attorney authorized to practice law in Birmingham, Alabama, who is not a member of either the Board of Operatives or the Board of Management. Such presiding officer shall be paid a reasonable fee for his services. He shall be appointed by the presiding judge of the court having jurisdiction over this trust, which court is at the present time the Circuit Court of the Tenth Judicial Circuit of Alabama.'
"At the 1984 Annual Meeting of the Board of Trustees, a dispute arose between the Board of Management as a trustee and the Board of Operatives as a trustee as to who should be elected directors of the company. In accordance with the rules and regulations quoted above, the dispute was referred to the Board of Directors for resolution.
"ACIPCO made application to Judge John Bryan, as the Presiding Judge of the Circuit Court for the Tenth Judicial Circuit of Alabama, asking that he appoint an attorney to preside over the meeting of the Board of Directors.
"After presentation and argument of counsel for ACIPCO, Judge Bryan appointed J.N. Holt as the attorney to preside over the meeting. That particular meeting of the Board of Directors was never held following the appointment of J.N. Holt.
"At the 1985 Annual meeting of the Board of Trustees, there was again a dispute
between the Board of Management and the Board of Operatives. The matter was again referred to the Board of Directors for a final resolution and, on March 12, 1985, ACIPCO, Carl P. Farlow, as Chairman of its Board of Directors, and P.W. Green, as Secretary of the Board of Trustees, applied to Judge Bryan again to appoint an attorney to preside over the meeting of the Board of Directors of ACIPCO. No notice of the application was provided the Board of Operatives. However, according to the memorandum of law filed on behalf of the Board of Management, a copy of the order appointing J.N. Holt was served on W. Eugene Rutledge, presently the attorney of record for the Board of Operatives. Nick Johnson and James Sloan, represented by Rutledge, then moved for reconsideration of the order appointing J.N. Holt. In the petition, Rutledge first argued that the petitioners had filed the application without giving notice of the same to the Board of Operatives. It was also his position that the decree rendered by this Court in 1942 in case No. 52715 authorizing the adoption of rules and regulations governing the trust was void and that the appointment of J.N. Holt was therefore invalid.
"The motion for reconsideration was overruled by the Presiding Judge. On appeal, the supreme court held that the circuit court had acquired jurisdiction in the 1942 declaratory judgment action and, by approving and adopting the rules and regulations of the Board of Trustees, retained jurisdiction over the trust, the corpus of which is located in Jefferson County.
"The supreme court did determine, however, that the members of the Board of Operatives were necessary parties to subsequent proceedings involving the administration of the trust and were entitled to notice and an opportunity to appear and participate in the appointment of an attorney by the Presiding Judge.
"The supreme court granted the writ of mandamus and directed the circuit court to vacate the ex parte order of March 12, 1985, and to proceed only after the Board of Operatives had been made a party to the proceeding and been afforded an opportunity to participate. Ex parte Johnson, 481 So.2d 353 (Ala.1985).
"The same disagreement again occurred at the 1986 Annual meeting. This time, the Board of Operatives [was] made a party to the application to Judge Bryan for the appointment of an attorney. Judge Bryan again appointed J.N. Holt to preside over the meeting of the Board of Directors. The Board of Operatives then sought a stay of the appointment from Judge Bryan and also sought a stay from this Court. All of the stays were denied. The meeting of the Board of Directors was then held with J.N. Holt presiding over the meeting, and the matters in dispute were resolved. Judge Bryan's 1986 order appointing J.N. Holt is now on appeal to the Supreme Court of Alabama.
"The issue pending on appeal of the 1986 order is whether there can be any basis at the present time for attacking the validity of the 1942 decree authorizing the adoption of the rules and regulations under which J.N. Holt was appointed to preside over the meeting of the Board of Directors.
"While other issues regarding the 1942 decree are still pending on appeal, the supreme court in Ex parte Johnson, supra, rejected the argument that the 1942 decree was invalid because this Court lacked subject matter jurisdiction.
"The only issue resolved in favor of the Board of Operatives by the supreme court's decision in Ex parte Johnson, supra, was that the Board of Operatives was a necessary party to any proceeding seeking the appointment of an attorney to preside over the meeting of the Board of Directors and was therefore entitled to notice of the application for such appointment and to have an...
