Hayes

In this attorneys’ fee dispute, we are asked to assess the propriety of the district court’s refusal, first, to approve an attorneys’ fee allocation proposal between class co-counsel; and second, to award fees at all to one counsel, applicant-appellant Jamie Chuck. Because we find the district court’s decision to be reasonable under the circumstances, we affirm the judgment.

I.

BACKGROUND OF THE FEE DISPUTE

A syndication of partnerships established to cultivate and sell tropical plants in Hawaii collapsed financially in 1987. As a result, several thousand investors who had purchased limited partnership interests in the venture lost, collectively, over $50 million. Naturally, litigation followed. Several class actions charging securities fraud were filed against FP Investments, Inc. (“FPI”); its several subsidiaries; the company which was supposed to cultivate the plants, Agricultural Research and Technology Group, Inc. (“Agreteeh”); and several accounting and law firms that had facilitated the sales of interests to investors.

Chuck, representing four named plaintiffs and a proposed class of several thousand investors, filed the first of the actions in federal district court…

dissenting.

Agreements between lawyers allocating fees for services rendered to joint clients are contracts. See Freeman v. Mayer, 95 F.3d 569, 572-74 (7th Cir.1996); Stissi v. Inter *477 state & Ocean Transp. Co., 814 F.2d 848 , 851-852 (2d Cir.1987); Joye v. Heuer, 813 F.Supp. 1171, 1173 (D.S.C.1993), aff'd, 66 F.3d 316 (4th Cir.1995). As such they require no judicial imprimatur to make them legal.

There are only two situations where judicial intervention is appropriate. First, where the division of fees is grossly disproportionate to the services actually provided, the allocation may represent an illegal payment for something other than services rendered to the client, such as a referral. See, e.g., Prandini v. National Tea Co., 557 F.2d 1015, 1019 (3d Cir.1977), overruled on other grounds, Ashley v. Atlantic Richfield Co., 794 F.2d 128 (3d Cir.1986). We can dispose of this possibility easily. At the time the parties reached their agreement, they were in an adversarial position. Each had made claims to a larger share of the class fee, yet they compromised for the usual reasons: to avoid the uncertainty, cost and delay of having the issue adjudicated. This situation is far…