Textron Financial Corporation v. AIC of Manassas, Inc. et al, No. 1:2009cv01202 - Document 80 (E.D. Va. 2010)
Court Description: MEMORANDUM OPINION Re: Pltf Textron Financial Corporation's Motion for Attorneys' Fees and Costs. Signed by District Judge Gerald Bruce Lee on 07/23/10. (pmil)
Download PDF
<![CDATA[
IN THE FOR THE UNITED STATES EASTERN DISTRICT COURT DISTRICT OF VIRGINIA ALEXANDRIA DIVISION Textron Financial Corporation, ) Plaintiff, ) v. ) AIC of Manassas, AIC of D.N. Inc., Glen Burnie, Motors, (GBL) ) Inc., ) Center, AIC Properties, LLC, JNC Auto, l:09-cv-1202 ) Inc., American Import Dornik, Case No. Inc., ) ) LLC, ) LLC, ) JAB 1 Enterprises, LLC, ) Seyed Halatai, ) Adel Tajdar, ) Nomie D. and Bates, ) Defendants. ) MEMORANDUM ORDER THIS MATTER is before the Court on Plaintiff Textron Financial Corporation's and Costs. (Dkt. No. ("Textron") 70.) Inc. ("AIC") and several for AIC's failure to remit payment on vehicles sold in accordance with the parties' (the Fees This case concerned Textron's claims against Defendant AIC of Manassas, Guarantors Motion for Attorneys' "Financing Agreement"). Credit and Security Agreement By Order dated April 30, 2010, Court granted Textron's Motion for Summary Judgment on Counts and III through XII and denied Defendants' Motion for Partial the I Summary Judgment. (Dkt. No. voluntarily dismissed Counts Order dated June judgment 7, 2010, 65.) On May 5, II and XIII. now moves plus prejudgment the Court (Dkt. fees (Dkt. is whether the plaintiff's attorneys' this should reduce includes action. at By The of 78.) Textron The No. first 70.) issue claimed fees represent a a reasonable second issue the proposed attorneys' fee rate is charged in whether the Court amount where Textron fees and expenses associated with unsuccessful or unrelated claims. document hours No. (Dkt. There are three issues before the Court. litigating 66.) and other necessary expenses pursuant to the Financing Agreement. number of No. in the amount interest. for attorneys' reasonable Textron the Court directed the Clerk to enter for Textron against Defendants $364,777.02, 2010, The reproduction, third issue is whether expenses document delivery, travel, for Westlaw fees, and pro hac vice filing fees are properly claimed as costs. The Costs Court grants Textron's Motion for Attorneys' in the total amount of $98,633.68, in fees and $5,151.18 Court finds in costs, by Defendants' actions the reduces the hours throughout Textron's attorneys billed at Court representing $93,482.50 reasons. First, the the number of hours claimed and the rate charged reasonable because many of the for three Fees and the expended were necessitated litigation, reasonable claimed fee amount and because reduced rates. Second, from $97,268.50 to $93,482.50 because Textron's calculation improperly includes fees and expenses associated with Textron's detinue and fraudulent conveyance claims. costs in the amount of delivery, Finally, $5,151.18, document reproduction, hac vice filing fees, the parties' which includes document travel, Westlaw usage, and pro because such expenses are authorized by Financing and Guaranty Agreements. 1^ This action arises BACKGROUND from AIC's and its Guarantors' on their contractual obligations an auto dealer's is the Court awards Textron a commercial default to Textron in connection with floor plan financing of automobiles. financing company that provides Textron financing programs for products manufactured by its parent company, Textron, Inc., and other ventures. AIC is a Virginia-based automobile dealership which sells vehicles On December 5, 2007, AIC entered into Agreement with Textron to finance The Financing Agreement to retail the customers. Financing its acquisition of vehicles. required AIC to remit payment to Textron for every vehicle sold that had been initially purchased by AIC through Textron's financing. provided The Financing Agreement also that: Debtor costs [AIC] is also responsible to pay all other and expenses incurred by Secured Party in connection with this Agreement, limited to attorneys' fees [Textron] including but not and other legal expenses in connection with or arising out of any deficiency suit, collection actions or otherwise following an Event of Default. (Financing Agreement U 11.) On December 5, 2 007, Textron also entered into ten separate agreements with AIC of Glen Burnie, American Import Center, LLC, Dornik, LLC, Inc., Inc., AIC Properties, JAB 1 Enterprises, Tajdar, and Nomie D. Textron (the Bates, LLC, Inc., JNC Auto, Seyed Halatai, Adel Each of the Guaranty the Guarantors would pay Textron any amounts due and outstanding by AIC. The Guaranty Agreements LLC, Motors, as Guarantors of AIC's obligation to "Guaranty Agreements"). Agreements provided that D.N. {Guaranty Agreements further provided that each f 1.) "Guarantor shall be liable for all attorneys' expenses incurred by Textron in connection with Textron's enforcement of th[e] On August 27, Guaranty." 2009, fees and other costs and (Guaranty Agreements HU 1, 6.) Textron discovered that AIC had sold twenty-four vehicles financed by Textron but had failed to remit payment for all but one of Mot. Summ. J. on November 2, Ex. 1, 2009, Answer those vehicles. to Interrog. No. (PL's Mem. 6.) Accordingly, Textron filed its Amended Complaint against AIC and the ten Guarantors of AIC's obligation, of Supp. alleging breach contract against all Defendants and action on account and detinue against AIC. attorneys (Dkt. No. 6.) Although Textron's contemplated and researched their ability to bring a fraudulent Textron's conveyance claim against AIC, attorneys, on the detinue, claims. however, Supp. During discovery, separate sets of requests and natural persons, Textron's attorneys of process Att'ys Fees documents due the Defendants, 1). for admissions, Supp. Mot. Att'ys Fees jurisdictions, jurisdictions. (PL's Mem. AIC insisted that its invalidated. Supp. Ultimately, to Att'ys Supp. Fees 2.) on numerous Financing Agreement with Textron should and would be Mot. service 2-3.) Although Textron and AIC attempted settlement occasions, 2.) both corporate entities time determining how to effect those and to the number of resided in different in each of spent served eleven requests (PL's Mem. spent for time and fraudulent conveyance Textron's attorneys case. because hours Att'ys Fees Ex. interrogatories, in this Additionally, Mot. Mot. for production of Defendants billed 14.9 action on account, {PL's Mem. they never did. (PL's Reply Mem. the parties were unable settle and proceeded to summary judgment. On April 2, summary judgment. 2010, the parties (Dkt. Nos. 54 filed cross-motions & 58.) for Textron moved for summary judgment on its breach of contract claims against all Defendants, jointly and severally, (PL's Mem. Supp. judgment that its Mot. Summ. J. 1.) in the amount of $364,777.02. AIC moved for summary contract with Textron was terminated and thus foreclosed Textron's ability to enforce the provision to collect attorneys' Summ. J. fees and costs. (Defs.' law would be made," (PL's As a result, with references Defendants' Reply Mem. attorney argued Supp. seventy specific to AIC's Answer. "new Mot. Att'ys Fees factual (PL's Mem. Supp. assertions Mot. Att'ys 3.) Upon submitting its Motion for Summary Judgment, attorneys began preparation for a subsequent Reply Mem. Supp. Mot. Att'ys Fees interviewed witnesses, Att'ys Fees On April the Court counts detinue counts of Order, trial. Textron's (PL's Textron's attorneys strategy. and records, and (PL's Reply Mem. Supp. 2-3.) 30, Judgment on all 2.) procured affidavits focused on an effective trial Mot. Partial Textron's attorneys drafted a summary judgment motion containing Fees Mot. rendering Textron's agreements with it and others unenforceable. & 2.) Supp. 1-2.) Throughout the litigation, 1 Mem. the granted Textron's Motion except as for Summary to the action on account and Complaint. (Dkt. No. 65.) By the same the Court denied AIC's Motion for Partial Summary Judgment. (Dkt. No. 65.) In granting Textron's Motion, the Court acknowledged that Textron is entitled to an award of attorneys' to its fees and costs pursuant and Guaranty Agreements with AIC and its its Financing Agreement ten Guarantors. Thereafter, Textron filed a Stipulation of Dismissal as to the action on account and detinue counts. Order dated May 6, 2010, (Dkt. No. 66.) By the Court accepted Textron's Stipulation and dismissed the action on account and detinue counts of Textron's Complaint. June 7, 2010, prejudgment. (Dkt. No. in attorneys' the Wilderness Soc'y, fees STANDARD fees. 421 U.S. statutory authority. 814-15 However, authority, OF Nos. Civ. Alyeska 240, (D.R.I. Key Tronic Jan. for award of Under Rhode for (1975). fees Corp. As absent v. Co. such, for v. courts explicit United States, 511 (1994). See Sun Ref. 91-0501, 26, responsible Pipeline Serv. 247 parties may incorporate A. plus REVIEW parties are even in the absence of their contracts. $3 64,777.02, for and costs. generally will not award attorneys' 809, By Order dated Textron now moves the Court "American Rule," their own attorneys' U.S. 67.) in the amount of 78.) II. Under No. the Court directed the Clerk to enter judgment Textron against Defendants $102,419.68 (Dkt. Civ. 1995) attorneys' Island law, A. explicit fee & Mktg. 92-0132, shifting provisions Co. and costs attorneys' fees v. FCF Enter., 1995 WL 17017116, (upholding parties' fees statutory in Inc., at *2 ability to contract to a prevailing party). are properly awarded where the parties have contractually agreed to such an award.1 Id. When attorneys' three analytical the amount 235, is 243-44 fees are authorized, steps in calculating an award of reasonable. (4th Cir. See Robinson v. 2009) . First, lodestar figure by multiplying expended times a reasonable v. Mills Corp., after 549 320 Third, "[o]nee the Id. at Costs in fees to both However, analysis, the Court pursuant reduces Second, figure, the court (internal citation it the fees then awards some depending on the degree of Id. Motion in costs. charged. the] subtracted for Attorneys' $98,633.68, in fees and $5,151.18 reasonable as (citing Grissom ANALYSIS Textron's in the total amount of F.3d "determine a 2008)). unrelated claims, III. 560 reasonable hours 243 244 has remaining amount, Court grants of to ensure spent on unsuccessful claims success enjoyed by the plaintiff." The at (4th Cir. the court incurred for unsuccessful, percentage of Id. for hours unrelated to successful ones." omitted). a court must [reasonableness then should subtract fees fees Eguifax, the number of rate." F.3d 313, "determining the a court must undertake The the to the the finds the and $93,482.50 $97,268.50 expended and rate second step amount 1 Rhode Island law governs the Agreement. representing Court hours Fees from in the $97,268.50 Robinson to (Financing Agreement H 16.) $93,482.50 because the amount requested includes time spent on unsuccessful and unrelated claims. The Court need not discuss the third step of the Robinson analysis in depth because AIC does not challenge and the Court on each of finds no reduction necessary as Textron prevailed the claims Textron costs delivery, the degree of success obtained by Textron, in the amount of document A. because Finally, $5151.18, reproduction, hac vice filing fees, the parties' it pursued. travel, the Court awards which includes document Westlaw usage, such expenses are authorized by Financing and Guaranty Agreements. Lodestar Figure Textron's proposed lodestar figure encompasses a reasonable number of hours at a reasonable rate charged because many of hours expended were necessitated by Defendants' throughout the litigation, and because reasonable award of determine a attorneys' lodestar figure fees, F.3d at 243. reasonableness of A court's both hours attorneys When calculating a wa court must by multiplying the reasonable hours expended times a reasonable first number of rate." Robinson, discretion in determining the and rate is guided by twelve factors: (1) the time difficulty of and the labor expended; questions (2) raised; the actions Textron's charged reasonable reduced billing rates. 560 and pro the novelty and (3) the skill required to properly perform the rendered; (4) pressing the services the attorney's opportunity costs instant for like work; (7) litigation; the time client or circumstances; and the legal imposed by the the amount in controversy (9) the experience, reputation and ability of the attorney; undesirability of the case within the in which the suit arose; in the customary fee limitations (8) results obtained; (5) (11) (10) legal the community the nature and length of the professional relationship between attorney and client; attorneys' and (12) fees awards in similar cases. Robinson, 560 F.3d at 243 F.2d 216, 226 n.28 set (4th Cir. forth in Johnson v. (5th Cir. evidence the (citing Barber v. 1974))). Ga. 1978) hours is the of the (1983). fees applicant inadequate, rates type of work for which Potomac Yard, 1:O8CV894, L.C. 2010 WL (quoting Plyler v. Examples of "sufficient of other what v. Evatt, at *26 (E.D. 902 F.2d 273, constitutes claimed. "submit Where court may 461 U.S. * specific evidence community' seeks an award." Balfour Beatty Const., 678129, F.2d 714 the attorney's own affidavits, in the relevant [it] 577 factors should Eckhart, fees applicant must produce satisfactory the prevailing market 4 88 the district Hensley v. "In addition to twelve Inc., supporting the hours worked and rates reduce the award accordingly." 433 (adopting the Highway Express, The attorneys' documentation of 424, Kimbrell's Inc., Va. 277-78 satisfactory Comstock L.L.C., Feb. for 23, No. 2010) (4th Cir. specific 1990)). evidence to verify the prevailing market rates are affidavits local lawyers who are familiar both with the 10 skills of the fee applicants and more generally with the type of work in the relevant community." F.2d at 278 own rates, Robinson, ("[A]ffidavits 560 F.3d at 245; testifying to Plyler, 902 [the fee applicants'] experience and skills as well as affidavits of South Carolina lawyers who were familiar both with the skills of some of the [fee] applicants and more litigation in South Carolina of the prevailing market The Court reasonable finds generally with civil .... rates the hours . . . from Mr. sufficient evidence ."). expended and rate and properly documented. separate affidavits [were] rights charged Textron submitted two John Morris and Ms. Laura Miller, two practitioners in the Eastern District of Virginia experienced with cases involving awards of attesting that both the number of hours attorneys' expended and the rates charged by Textron's attorneys are reasonable. Supp. Mot. Att'ys Fees Exs. attested to the B & C.) reasonableness senior attorney, Mr. Bay, Mot. of the rates attorneys, Att'ys Fees Exs. B Supp. Defendants' challenge to the enforceability of amount of work, including summary judgment brief, preparation of the affidavits & C.) attorneys did a the preparation of the affiants charged by Textron's associate Textron's (PL's Mem. Specifically, (PL's Mem. Guaranty Agreements, and paralegals. As a result of the Financing and substantial a substantial interviewing of witnesses, and exhibits 11 fees, and the (PL's Reply Mem. Supp. Mot. Att'ys Fees 2-3), circumstances here. all of which were reasonable under the Therefore, the Court finds that Textron's proposed lodestar figure encompasses a reasonable number of hours at a reasonable rate charged. Defendants argue that the first Johnson factor is not satisfied because Textron's expenditure of nearly 400 hours litigate (Defs.' this Mem. for "far exceeds Opp'n to further argue minimize case that, attorneys' the bounds of reasonableness." PL's Mot. because fees," Att'ys Fees they this "made Court PL's Mot. rarely opposed Textron, motion." (Defs.' reasonable amount Mot. Att'ys Fees Ex. The First, many of Court the this B, rejects the Court . . . finds same attorney, and once on a contested Att'ys 14 8 hours of time Textron requests, in Opp'n to Defendants submit that Opp'n to PL's Mot. Defendants offer that 371.5 hours of Mem. the proof of which can be seen in the "the parties only appeared Further, to reward Defendants (Defs.' all used the fact that Mem. Defendants by ordering a sum Specifically, they sought minimal discovery, the should than Textron seeks. Att'ys Fees 4.) 1.) significant attempts "narrowly focusing their litigation" substantially less to case. (Defs.' Fees 5.) time and labor, represents Mem. not a Opp'n to PL's at U 6.) Defendants' argument the number of hours for three reasons. reasonable because hours expended were necessitated by Defendants' 12 actions throughout the argue that litigation. Although Defendants now they did not contest ninety-six percent of sought by Textron for breach of contract, the amount at no point in time did Defendants ever admit liability to Textron for breaching their contractual obligations. tender an offer of Procedure 68 not matter all judgment under Federal Rule to acknowledge contested. At no point did Defendants In fact, that a portion of because Defendants contemplation of a potential Mot. 2.) Att'ys Fees at each trial. Notably, However, (PL's Mem. Supp. Textron was the way in Reply Mem. Supp. Textron's billing entries are replete with entries demonstrating its Defendants. the claims were step of (PL's Civil litigated this the way through summary judgment, responsively required to prepare of Mot. attempts to settle with Att'ys Fees Ex. 1.) because neither Defendants nor Textron could find a common ground before the summary judgment stage, more hours were necessarily and reasonably expended. Second, the number of hours was reasonable because this case was procedurally burdensome. Textron meticulously ensured that each of received proper process the eleven Defendants in their jurisdictions. and served eleven separate admissions, and requests Defendants. (PL's Mem. sets Likewise, of service of Textron also produced interrogatories, for production of documents Supp. Fees requests Mot. 13 Att'ys 2-3.) on for Additionally, Defendants forced Textron to draft a very detailed summary judgment brief because of their position asserting the unenforceability of Mot. Att'ys Fees the 3.) Financing Agreement. Thus, (PL's Mem. Supp. additional hours were reasonably expended in these pursuits. Third, Defendants offer no specific reasons why the Court should accept their hours calculation instead of Defendants proffer a chart concluding opposed to the hours claimed by Textron. PL's Mem. Supp. 371.5 Att'ys Fees 5-6.) 14 8 hours However, Textron's. is reasonable as (Defs.' Defendants Opp'n do not specifically articulate what was unreasonable about Textron's expenditure of hours on various of why 371.5 hours Court is tasks. Without a clear showing truly unreasonable is unpersuaded by Defendants' for this argument as reasonableness of hours and rate under the Defendants also briefly challenge the the skill required to properly perform the rendered. form of Defendants argue litigation" and that this the to the first Johnson factor. third Johnson factor, legal case was services "the most basic "could easily have been handled by a single attorney with relatively little a senior attorney." case, (Defs.' experience but guided by Opp'n PL's Mem. Supp. Att'ys Fees 7.) The Court Textron was finds Defendants' entitled to the arguments irrelevant because representation of 14 its choosing. The possibility that Textron might hire an entire legal team was presumptively contemplated by the parties at the time they entered into the Financing and Guaranty Agreements. Accordingly, the Court will not conclude the lodestar figure is unreasonable as to hours or rate under Johnson's third factor simply because this case might or could have been tried with fewer resources than Textron elected to use. the Johnson factors, the claimed by Textron are B^ Court finds that Thus, in analyzing the hours and rate reasonable. Reduction for Unsuccessful and Unrelated Claims Although the Court finds the hours expended and rate charged by Textron's attorneys were reasonable, a reduction appropriate because claimed improperly includes the the Court fee amount fees and expenses associated with Textron's unsuccessful detinue and fraudulent conveyance claims. "determining the should subtract unrelated to [reasonableness of fees finds for hours successful ones.'" spent the] figure, After the 'court on unsuccessful claims Comstock, 2010 WL 678129, then at *26. Here, Textron's requested spent on the detinue and the former claim was Textron. Thus, time fees improperly include fraudulent conveyance issues dismissed and the time because latter never brought by spent on these claims must be excised from 15 the lodestar calculation pursuant to the second step in the Robinson analysis. Mr. Bay, Ms. The attorneys' Gammell, and Ms. first Muzzarelli invoice indicates that spent approximately 14.9 hours working on the detinue and fraudulent conveyance claims. (PL's Mem. charged for that reduces Supp. work Mot. total Att'ys Fees Ex. $3786.00. 1). Accordingly, the requested fee amount by $3786.00, The fees the Court resulting in a new lodestar figure $93,482.50. C^ Other Costs and The Court awards for document delivery, usage, Expenses Textron costs amount of document reproduction, and pro hac vice filing authorized by the parties' fees, because $5151.18 travel, Westlaw such expenses are Financing and Guaranty Agreements. In addition to the provision of Financing Agreement in the reasonable attorneys' also provides for "other fees, legal expenses the in connection with or arising out of any deficiency suit." (Financing Agreement H 11.) Further, provide that AIC's Guarantors attorneys' fees "shall and other costs the Guaranty Agreements be liable and expenses in connection with Textron's enforcement of (Guaranty Agreement 1111 1, "other legal expenses" 6.) include for all incurred by Textron this Guaranty." It is clear to the Court that costs 16 for document delivery, document reproduction, travel, Westlaw usage, and pro hac vice filing fees. Defendants argue that these costs are not properly includible because this case could have been tried by Textron's local counsel, Att'ys Fees Ms. 10.) Gammell. The Court Textron is entitled to Thus, the award of attorneys chose (Defs.' rejects costs tasks contemplated by the Agreements the indicates definition of Court finds costs The to that "costs" in the Court grants request claims. the includes that the in any meaningful of Additionally, instead to $5151.18 language intend to way. in these limit Therefore, the properly awarded. CONCLUSION request spent those in their Financing and the parties did not amount or so long as for rate fees represents charged. claimed amount by $3786.00 time choosing. counsel expenses, finds hours at a reasonable Court reduces its Plaintiff's Motion for Attorneys' Costs because Textron's number of local parties Court IV. The argument because is not affected by whether Textron's to allocate Guaranty Agreements. this Opp'n to PL's Mot. the representation of other counsel who incurred travel costs were Mem. on unsuccessful the Court finds 17 that Fees and a reasonable However, the because Textron's and unrelated costs in the amount of $5,151.18 are properly awarded pursuant Guaranty Agreements. ORDERED Therefore, that Plaintiff Motion for Attorneys' of Manassas, Inc., Fees it Textron Financial and Costs LLC, Enterprises, Tajdar, JAB and Nomie D. 1 Inc., AIC Properties, Bates are, Corporation's is GRANTED. AIC of Glen Burnie, Inc., LLC, the Financing and is hereby American Import Center, Dornik, to LLC, Defendants AIC D.N. LLC, Motors, Inc., JNC Auto, Seyed Halatai, jointly and severally, Adel liable to Textron Financial Corporation for attorneys' fees and costs the $93,482.50 total amount and $5,151.18 The of $98,633.68, representing in fees in costs. Clerk is directed to forward a copy of this Order to counsel. Entered this ^V'"day of July, 2010. /s/ Gerald Bruce Lee United States District Judge Alexandria, in Virginia 18
]]>
Some case metadata and case summaries were written with the help of AI, which can produce inaccuracies. You
should read the full case before relying on it for legal research purposes.
This site is protected by reCAPTCHA and the Google
Privacy Policy and
Terms of Service apply.
