397 P.3d 205
Wyo.2017Background
- 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)
