Mente Group LLC v. Arnell Enterprises, Inc

District Court, N.D. California·Decided September 22, 2022·No. 5:20-cv-07459·Unknown

Opinion

1 2 3 7 8 MENTE GROUP LLC, Case No. 20-cv-07459-VKD

9 Plaintiff, ORDER GRANTING PLAINTIFF’S 10 v. MOTION FOR ATTORNEYS’ FEES AND COSTS Re: Dkt. No. 52 Defendant. 12

13 14 Plaintiff and counter-defendant Mente Group LLC (“Mente”) moves for an award of 15 attorneys’ fees and costs. Dkt. No. 52. Defendant and counter-claimant Arnell Enterprises, 16 Inc. (“Arnell”) opposes the motion.1 Dkt. No. 54. The Court finds Mente’s motion suitable for 17 decision without oral argument. See Dkt. No. 58. For the reasons described below, the Court 18 grants the motion for an award of fees and costs. 20 This dispute arises out of an aircraft acquisition agreement between the parties. As part of 21 the agreement, Mente arranged for the acquisition, on Arnell’s behalf, of a Phenom 300E aircraft 22 from third-party aircraft manufacturer Embraer. Dkt. No. 46 at 2. The parties agreed that Arnell 23 would pay Mente for its services in connection with the acquisition. After Mente acquired the 24 aircraft and title passed to Arnell, a dispute arose as to the amount Arnell owed Mente under the 25 agreement. Dkt. No. 46 at 4-5. 26 On October 23, 2020, Mente filed a complaint asserting a single claim against Arnell for 27 1 breach of contract, invoking this Court’s diversity jurisdiction. Dkt. No. 1. In its answer, Arnell 2 asserted several affirmative defenses and counterclaims for (1) breach of contract; (2) slander of 3 title; (3) suit to quiet title; and (4) declaratory relief. Dkt. No. 11. 4 The parties’ agreement contained a “Choice of Law” subsection, with an integration 5 clause. Dkt. No. 45, Ex. 1. It states: “This Agreement is to be governed by and construed in 6 accordance with the laws of Texas, without regard to its conflict of law principles. . . . This 7 Agreement constitutes the entire agreement between MENTE and [ARNELL] with respect to the 8 subject matter contained herein and supersedes all prior agreements oral or written. This 9 Agreement may only be amended or modified by a written instrument signed by both parties.” Id. 10 On January 3, 2022, the Court granted Mente’s motion for partial summary judgment in 11 favor of Mente on: (1) Mente’s claim against Arnell for breach of contract; (2) Arnell’s 12 counterclaim for breach of contract; (3) Arnell’s counterclaim for slander of title; and (4) Arnell’s 13 affirmative defenses of failure to mitigate damages, assumption of risk, estoppel, statute of 14 limitations, set off, laches, waiver, unclean hands, and lack of notice (collectively, “defenses”). 15 Dkt. No. 46 at 16. The Court found that Mente was entitled to recover actual damages from 16 Arnell in connection with Mente’s breach of contract claim in the amount of $164,147.96. Dkt. 17 No. 46 at 15. The Court dismissed the remaining claims as moot on February 11, 2022 and 18 entered judgment. Dkt. Nos. 50, 51. 19 On February 25, 2022, Mente filed a motion seeking to recover $233,627.22 in attorneys’ 20 fees and $6,127.10 in costs. 22 Where the merits of the underlying claim are governed by state law, a federal court applies 23 state law in deciding a motion for attorneys’ fees. Klein v. City of Laguna Beach, 810 F.3d 693, 24 701-02 (9th Cir. 2016); Kern Oil & Refining Co. v. Tenneco Oil Co., 792 F.2d 1380, 1388-89 (9th 25 Cir. 1986) (explaining that, in diversity cases, both the availability and amount of attorneys’ fees 26 are governed by state law). The parties agree Mente’s request for attorneys’ fees is governed by 27 Texas law. Dkt. No. 52 at 1; Dkt. No. 54 at 2. 1 [corporation] . . . in addition to the amount of a valid claim and costs, if the claim is for. . . an oral 2 or written contract.” Tex. Civ. Prac. & Rem. Code § 38.001(b); Tex. Bus. Orgs. Code § 1.002(62) 3 (a corporation is one of several organizations from which a person may recover fees). To be 4 eligible for an award of attorneys’ fees, “(1) the claimant must be represented by an attorney; (2) 5 the claimant must present the claim to the opposing party or to a duly authorized agent of the 6 opposing party; and (3) payment for the just amount owed must not have been tendered before the 7 expiration of the 30th day after the claim is presented.” Tex. Civ. Prac. & Rem. Code § 38.002. 8 The party seeking an award of fees must be the prevailing party on a cause of action for which 9 attorney’s fees are recoverable and must recover damages on the underlying claim. Rohrmoos 10 Venture v. UTSW DVA Healthcare, LLP, 578 S.W.3d 469, 484 (2019) (citing Green Int’l, Inc. v. 11 Solis, 951 S.W.2d 384, 390 (Tex. 1997)); Ventling v. Johnson, 466 S.W.3d 143, 154 (Tex. 2015). 12 Attorneys’ fees relating solely to a claim for which such fees are recoverable must be segregated 13 from unrecoverable fees, unless the services in question relate to recoverable and unrecoverable 14 claims that are intertwined. Tony Gullo Motors I, LP v. Chapa, 212 S.W.3d 299, 313-14 (Tex. 15 2006). 17 The parties do not dispute that Mente is eligible to recover attorneys’ fees, that Mente was 18 the prevailing party, and that Mente recovered damages on its breach of contract claim. Instead, 19 the parties dispute the amount of fees that Mente should receive. To resolve this dispute, the 20 Court considers whether Mente properly segregated its fees in accordance with Texas law, 21 whether the hours worked and the rates charged by Mente’s attorneys are reasonable, and whether 22 Mente’s recovery should be reduced for any reason not accounted for in the lodestar calculation. 23 A. Segregation of Fees 24 The parties dispute whether Mente’s attorneys properly segregated their billing entries for 25 work done on claims for which attorneys’ fees are recoverable from those for which fees are 26 unrecoverable. Mente acknowledges that, under Texas law, it is not entitled to recover attorneys’ 27 fees for work done that is solely attributable to Arnell’s counterclaims of (a) slander of tile, (b) 1 the hours its attorneys spent working on these unrecoverable claims and includes 372.6 hours for 2 work related to its successful breach of contract claim. Id. at n.4 and Dkt. No. 52-1, Exs. A & B. 3 Mente also argues that, given the issues presented in this case, it is not legally required to 4 segregate the work performed on the breach of contract claim from work performed on Arnell’s 5 contract-related counterclaim and affirmative defenses because this work was intertwined with and 6 part of Mente’s prosecution of its own breach of contract claim. Dkt. No. 57 at 5-6. Arnell 7 responds that Mente has insufficiently discounted its fees to account for work attributable to 8 Arnell’s counterclaim for quiet title, which Arnell describes as “a major issue in the case.” Dkt. 9 No. 54 at 5-6. Arnell argues Mente’s fees should be discounted by an additional 20%-30%. Id. at 10 6. 11 “If attorneys’ fees relate solely to a claim for which such fees are unrecoverable, a claimant 12 must segregate recoverable from unrecoverable fees.” Tony Gullo Motors I, 212 S.W.3d at 313- 13 14.

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