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397 P.3d 205
Wyo.
2017
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Background

  • This dispute arose from family-business litigation among members of the Federer family over management and fiduciary claims involving Federer Holding Company, LLC and the Margie Jean Federer Revocable Trust.
  • Appellants (Acorn, Shwen, and Federer Holding) sought relief on multiple claims; they obtained summary judgment pre-trial that Shwen and Acorn could be added as co-managers of Federer.
  • Appellees (Lori and Dino Moncecchi) prevailed on most claims at trial; this Court in Acorn I affirmed adverse rulings against Appellants on breach and trustee-removal claims and remanded one damages issue.
  • The district court previously found one Appellants’ claim frivolous and awarded fees to Appellees, which this Court affirmed in Acorn I.
  • After final litigation, Appellants moved to recover attorney fees and costs under Section 15.9 of the Federer Operating Agreement and W.R.C.P. 54(d)(1); the district court denied the motion and Appellants appealed.

Issues

Issue Plaintiff's Argument Defendant's Argument Held
Entitlement to attorney fees under Operating Agreement §15.9 §15.9 authorizes fees when the Company litigates to remedy a manager/member breach; Appellants say it covers their successful co-manager claim Appellees/Trial court: §15.9 applies only to litigation to remedy breaches by managers/members; the co-manager claim was not such a breach claim Court: No. §15.9 is unambiguous and does not cover the co-manager summary-judgment claim; Appellants did not prevail on breach claims that would trigger §15.9.
Entitlement to costs under W.R.C.P. 54(d)(1) Appellants seek costs incurred up to the summary-judgment ruling that added them as co-managers and say they prevailed on that discrete claim Appellees/Trial court: The litigation must be viewed as a whole; mixed outcomes permit denial of costs to either side Court: No. Abuse-of-discretion standard; given mixed results (Appellants prevailed on one claim but lost others), the district court reasonably concluded Appellants were not the prevailing party and properly denied costs.

Key Cases Cited

  • Alexander v. Meduna, 47 P.3d 206 (Wyo. 2002) (American Rule and exceptions for contractual/statutory fee-shifting)
  • Thorkildsen v. Belden, 247 P.3d 60 (Wyo. 2011) (contract interpretation and de novo review when fee entitlement hinges on contract language)
  • Cheek v. Jackson Wax Museum, Inc., 220 P.3d 1288 (Wyo. 2009) (when contract language is clear, interpretation is a question of law)
  • Elk Ridge Lodge, Inc. v. Sonnett, 254 P.3d 957 (Wyo. 2011) (abuse of discretion review for fee and cost awards)
  • Mueller v. Zimmer, 173 P.3d 361 (Wyo. 2007) (standards for reviewing awards of attorneys’ fees and costs)
  • Garrison v. CC Builders, Inc., 179 P.3d 867 (Wyo. 2008) (trial court broad discretion to deny costs in mixed-outcome litigation)
  • Fogleman v. ARAMCO, 920 F.2d 278 (5th Cir. 1991) (prevailing-party analysis must view case as a whole)
  • Studiengesellschaft Kohle mbH v. Eastman Kodak Co., 713 F.2d 128 (5th Cir. 1983) (same: cannot sever discrete claims for prevailing-party determination)
  • Acorn v. Moncecchi, 386 P.3d 739 (Wyo. 2016) (prior appellate decision recited case background and outcomes relevant to fee dispute)
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Case Details

Case Name: Tamra Acorn, Rebecca Shwen, in their capacity as managers of Federer Holding Company, a Wyoming closed limited liability company v. Lori Moncecchi and Dino Moncecchi
Court Name: Wyoming Supreme Court
Date Published: Jul 7, 2017
Citations: 397 P.3d 205; 2017 WL 2888709; 2017 WY 83; 2017 Wyo. LEXIS 83; S-16-0259
Docket Number: S-16-0259
Court Abbreviation: Wyo.
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    Tamra Acorn, Rebecca Shwen, in their capacity as managers of Federer Holding Company, a Wyoming closed limited liability company v. Lori Moncecchi and Dino Moncecchi, 397 P.3d 205