MINEHAN v. MCDOWELL

District Court, E.D. Pennsylvania·Decided December 15, 2023·No. 2:21-cv-05314·Unknown

Opinion

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA

: KEVIN MINEHAN, individually and : CIVIL ACTION derivatively on behalf of CHRISTI : INSURANCE GROUP, INC., : Plaintiff, : : v. : No. 21-5314 : ERIC G. MCDOWELL, et al., : Defendants. :

MEMORANDUM KENNEY, J. DECEMBER 15, 2023 I. INTRODUCTION This litigation was initiated by Plaintiff Kevin Minehan who alleged that Defendants engaged in various breaches of fiduciary duty to squeeze him out of a company, Christi Insurance Group, Inc. (“Christi”). ECF No. 1. Defendants counterclaimed, arguing that Minehan had misused company funds. See generally, ECF No. 55. The case culminated in a bench trial in which Defendants prevailed on virtually every single claim, except for a Wage Payment and Collection Law (“WPCL”) claim. See ECF No. 180. As this was a shareholders’ derivative action in which the company derived substantial benefit, this Court determined that “Defendants are entitled to attorneys’ fees and costs,” as well as expert costs for the claims on which they prevailed. ECF 180 at 45. The Court also allowed Minehan to claim attorneys’ fees for the claim he prevailed upon, but only those fees “that directly and specifically relate to the WPCL claim which formed a minute part of this case.” Id. at 32 n.16. Each party submitted a delineation of costs and objected to their counterparts’ delineation. See ECF Nos. 182, 183, 185, 186, 188, 190. Defendants seek a total of $1,277,616.28 in fees and costs, plus $334,810.00 in expert fees, and a supplemental fee of $17,830 for the fees involved in preparing the fee petition, for a total of $1,630,256.28. ECF No. 182 at 5- 6. Minehan seeks $207,614.95 for successfully prosecuting his WPCL claim. ECF No. 185 at 8-9. Both attorneys’ fees petitions have been fully briefed and are now ripe for review.

II. DEFENDANTS’ FEES When awarding attorneys’ fees in a case of this nature, the Court must utilize the “lodestar method,” which requires that the attorneys’ billing rate is considered in light of prevailing market rates, and then those rates are multiplied by the number of hours set that were reasonably expended for each of the particular purposes described therein. Pa. Envtl. Def. Found v. Canon-McMillan Sch. Dist., 152 F.3d 228, 231-32 (3d Cir. 1998) (citing Hensley v. Eckerhart, 461 U.S. 424 (1983)); see also Microsoft Corp. v. United Computer Res. Of New Jersey, Inc., 216 F. Supp. 2d 383, 387 (D.N.J. 2002). An attorney’s usual billing rate is the starting point for determining reasonableness, after which the court then assesses “the experience and skill of the prevailing party’s attorneys and

compare[s] their rates to the rates prevailing in the community for similar services by lawyers of reasonably comparable skill, experience, and reputation.” See Middlebrooks v. Teva Pharms. USA, Inc., No. 17-cv-412, 2019 WL 936645, at *10 (E.D. Pa. Feb. 26, 2019) (citing Rode v. Dellarciprete, 892 F.2d 1177, 1183 7 (3d Cir. 1990)). The court then calculates “the product of the attorneys’ reasonable hourly billing rate multiplied by the number of hours reasonably expended.” Arizona Premium Fin. Co. v. Keystone Surplus Lines, No. 05-cv-05910, 2008 WL 11514962, at *2 (E.D. Pa. Jan. 11, 2008). Defendant’s petition outlines a total of 1,720.6 hours of attorney time, plus 78.5 hours of work by support staff, and 35 hours of work by e-Discovery specialists, amounting to their total

initial request of $1,277,616.28 in fees and costs. See ECF No. 186 at 8-9. In recognition of the Court’s previous decision regarding Defendants’ rates, Defendants pre-emptively adjusted down their rates to the Court’s preferred figures. See ECF No. 186 at 8-9. With the reduced rates multiplied by the same number of hours, Defendants claim $1,115,507.75 in attorneys’ fees, and $89,575.83 in costs.

a. Minehan’s Objections Minehan raises several objections to Defendants’ petition. First, Minehan objects to Defendants inclusion of fees for their work on Minehan’s WPCL claim, on which he prevailed. Second, Minehan asserts that Defendants should have excluded fees expended in defending against

Minehan’s affirmative claims, and in prosecuting their individual, non-derivative claims. Third, Minehan claims that the fees should be reduced as disproportionate to the recovery because Defendants have requested 43% of the total recovery awarded. Finally, Minehan asserts a number of logistical objections to the petition, arguing that Defendants’ attorneys assigned multiple attorneys to perform the same work, worked inefficiently, unnecessarily elongated the litigation, provided unreasonably high fees for their attorneys, billed for clerical work, and failed to provide evidence showing the reasonableness of expert fees and delineate the work performed by the experts. Some of these objections are meritorious, and the Court will exclude fees where

appropriate. The Court agrees that Defendants should not recover fees for their work on Minehan’s WPCL claim as he was technically vindicated on that claim. Accordingly, the Court will exclude fees that were directly related to the WPCL claim. See infra. The Court will also exclude fees were for purely clerical or administrative work, as required by law. See infra. As the Court concluded on a prior motion for attorneys’ fees in this case, the rates set by Defendants’ attorneys are higher than those in the authoritative sources on this matter for the community, so those rates will be reduced accordingly. See ECF No. 107 at 7-9. The remainder of Minehan’s objections are unavailing. Minehan seeks to distinguish between Defendants’ derivative claims on the one hand, and their individual, non-derivative claims

and Minehan’s affirmative claims on the other, and provide fees only for the former. In fact, Minehan asserts “nearly every, if not every, entry dated before June 10, 2022…should be stricken, because Defendants’ work related to their efforts to defend against Minehan’s affirmative claims, rather than actively litigate and prosecute their not-yet-existent Counterclaims.” ECF No. 183 at 11. As part of this objection, Minehan claims that this Court applied federal law where it should have instead applied Pennsylvania law. Even if Minehan is correct, the analysis would not change. The Pennsylvania statute governing attorneys’ fees for derivative actions provides the following: If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the business corporation, but in no event shall the attorney fees awarded exceed a reasonable proportion of the value of the relief, including nonpecuniary relief, obtained by the plaintiff for the corporation.

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MINEHAN v. MCDOWELL, (E.D. Pa. 2023).

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