This section contains the nature of the case and procedural background.

P retained S to represent her in a matrimonial matter. The written retainer called for P to pay a fee determined solely by multiplying the number of hours expended on the case times the hourly rate charged for the service. Negotiations proceeded for over two years until a settlement was reached. P's husband ultimately agreed to pay her more than 20 times his original offer. P has stated in her pleadings that S's legal work was 'fabulous.' The parties were divorced by judgment entered August 30, 1994. D and her former firm were paid about $300,000 based on their time charges. On August 18, allegedly after P had executed the separation agreement, P and D executed the Performance Fee Agreement (PFA), which is at issue here. In the PFA, P 'in light of the results achieved by [defendant] … has graciously and generously agreed to pay a performance fee of $2,000,000' in three installments. P paid the first installment of $1,000,000 on August 29, 1994. P retained new counsel in early January 1995, refused to pay the second installment, due January 15, and demanded repayment of the $1,000,000 already paid. This action for rescission and restitution followed. D counterclaimed for the balance of her fee.

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