International Auto Logistics, LLC v. Vehicle Processing Center of Fayetteville, Inc. et al

Filing 81

ORDER granting 74 Motion for Attorneys' Fees; IAL's 73 Bill of Costs is taxed. Signed by Judge Lisa G. Wood on 7/5/2017. (ca)

tl^e
^tateiei Bisitrtct Court
tor tl^e ^ontl^em IBisitrtct ot 4leorsia
Pmnoiotclt Bttitfiiton

FILED
Scott L. Poff, Clerk
United States District Court

By casbell at 9:03 am, Jul 05, 2017

INTERNATIONAL AUTO LOGISTICS,

LLC,

Plaintiff,
2:16-CV-10

V.

VEHICLE PROCESSING CENTER OF

FAYETTEVILLE, INC.; BRETT
HARRIS; and BRETT HARRIS
CONSULTING;
Defendants.

ORDER

On

apart.

rare

occasion,

victory and defeat are

hard to tell

See, e.g., Jean-Paul Sartre, The Devil & the Good Lord 4

(trans. Kitty Black 1960) (""A victory described in detail is
indistinguishable from a defeat."); Plutarch, The Life of Pyrrhus
417 (trans. Bernadotte Perrin 1920) (''If we are victorious in

one more battle with the Romans, we shall be utterly ruined."
(quoting Pyrrhus of Epirus)).

But it was obvious who won and

who

held

lost

when

this

Court

that

Defendant

Vehicle

Processing Center of Fayetteville, Inc. ("VPCF") "undisputedly
breached [a] Subcontract and there [wa]s no genuine factual
dispute" as to Plaintiff International Auto Logistics, LLC's

("lAL")

damages

calculation—such

that

lAL

was "entitled

to

summary judgment."

Dkt. No. 68 at 8.

For this reason, and

the others given below, lAL's bill of costs, dkt. no. 73, will
be TAXED to VPCF, and lAL's motion for attorneys' fees, dkt.
no. 74, will be GRANTED.
BACKGROUND

VPCF had a subcontract to run a

vehicle-processing and

storage center for lAL, a government contractor.

Dkt. No. 68

at 1.

VPCF violated labor laws and tried to cover that up.

Id.

5-6.

at

Id.

lAL

found

out

and

terminated

the

subcontract.

lAL calculated what it owed VPCF as being just south of

$60,000.

Id. at 6.

entitled

to

95.5%

VPCF responded by claiming that it was
of

everything

government—over $3,000,000.

lAL

earned

from

the

Id.

lAL sought declaratory judgment as to what it owed VPCF
and

VPCF

counterclaimed

breach

of

contract.

Id.

at

7.

lAL

repeatedly informed VPCF that it was seeking attorneys' fees.
Dkt. No. 79 at 25 (extracting from Sept. 8, 2016 deposition),
32 (extracting from June 10, 2016 initial disclosures).

The

Court

the

ultimately

subcontract.

held

Dkt.

No.

that
68

at

VPCF,
11-13.

not
It

properly calculated how much it owed VPCF.

lAL,
then

breached
held

that

lAL

Id. at 13-19.

lAL moved for costs and attorneys' fees on May 30, 2017.
Dkt. Nos. 73-1, 74.

Both matters have been fully briefed and

are now ripe for disposition.

Dkt. Nos. 76, 78-79.

LEGAL STAin)ARD

a

general

rule,

expenses of litigation
party

unless

an

are

authorized

award

508

S.E.2d

absence of a

controlling

attorney

fees

and

not available to the prevailing

by statute

Guiragossian,

of

403,

406

or

contract."

(Ga.

statute,

a

Gary

1998).

''[I]n

v.
the

party's entitlement to

attorney fees under a contractual provision is determined by
the

usual

Builders,

rules
Inc.

v.

of

contract

Schultz,

711

interpretation."
S.E.2d

639,

640

Benchmark
(Ga.

2011)

(citation omitted); accord City Heights Condo. Ass'n, Inc. v.

Bambara, 788 S.E.2d 563 (Ga. Ct. App. 2016) (applying similar
rule in costs context); Dan J. Sheehan Co. v. McCrory Constr.

Co.,

643

S.E.2d

546,

549

(Ga.

Ct.

App.

2006)

(holding

arbitrator appropriately considered ^'the contractual language
regarding . . . costs").
DISCUSSION

lAL is entitled to costs and fees.

VPCF objects on four

grounds: (1) lAL did not prevail; (2) there is no contractual
basis for awarding fees; (3) lAL never tendered any money to

VPCF; and (4) the fees request is not specific enough.
No.

76

at

frivolous.

3;

Dkt.

No.

78

at

1.

The

first

Dkt.

argument

is

The remaining three are not much better and are

also meritless.

I. lAL WAS THE PREVAILING PARTY.

VPCF absurdly claims that it ''is entitled to attorney's

fees because it was the prevailing party."

Dkt. No. 76 at 6.

It goes so far as to promise that it "will seek an award of

attorney's fees."
It is

Id. at 7.

extremely clear

'prevails'

when

that

actual

This effort would be in vain.
lAL

relief

prevailed.

on

the

''MA]

merits

of

plaintiff
his

claim

materially alters the legal relationship between the parties
by modifying the defendant's behavior in a way that directly
benefits the plaintiff."

Farrar v. Hobby, 506 U.S. 103, 111-

12 (1992) (interpreting 42 U.S.C. § 1988).

"In other words,

there must be: (1) a situation where a party has been awarded

by the

court '"at least

claim"' or (2)
legal

a

some

relief on

'judicial imprimatur on

relationship

between

the

the
the

parties."

merits

of

his

change'

in

the

Smalbein

ex

rel.

Estate of Smalbein v. City of Daytona Beach, 353 F.3d 901, 905

(11th

Cir.

2003)

(interpreting

42

U.S.C. § 1988)

(quoting

Buckhannon Bd. & Care Home, Inc. v. W. Va. Dep't of Health &

Human

Res.,

532

U.S.

598,

603,

605

U.S.C. §§ 3613(c)(2), 12205)); see
Ass'n

V.

Garland

Indep.

Sch.

(2001)
also

Dist.,

(interpreting

Tex. State

489

U.S.

42

Teachers

782,

791-92

(1989) (interpreting 42 U.S.C. § 1988) (requiring only that
party

prevail

omitted)).

as

to

"any

significant

issue"

(citation

A declaratory judgment "will usually satisfy that

test."

Lefemine

v.

Wideman,

568

U.S.

1,

4

(2012)

(interpreting 42 U.S.C. § 1988).

VPCF's
^'The

argument

Court

has

as to

how

ultimately

$59,446.58," whereas

lAL

it

held

prevailed
that

initially

is

[lAL]

offered

threefold:

owes

[VPCF]

VPCF $3000

than that and ''took the position that it owed nothing."

less
Dkt.

No. 76 at 5; see also id. at 6 ("[TJhere was no relief granted

to [lAL] against [VPCF].").

"lAL had previously dismissed its

other claims against VPCF . . . ."

Id. at 7.

And "lAL could

have filed an interpleader action, but it did not."
The

mirror.

first

In

contention

its

is

complaint,

more

lAL

slanted

asked

Id. at 5.

than

the

a

Court

funhouse

to

issue

declaratory judgment as to "the amount, if any, due to VPCF."
Dkt. No. 1 SI 23.

lAL alleged that it "calculated the amount

it determined to be due," but that VPCF rejected this amount
and "contended

Id. SISI 13-14.

that

it

was

due

more

than

$2

million

more."

By summary judgment, lAL asked the Court to

decide that it owed $59,446.58—the amount the Court ultimately
accepted.
indeed

Dkt. No. 46 at 16; Dkt. No. 68 at 19.

$3000

more

than

lAL

offered

VPCF

before

This was

litigation—

because lAL voluntarily reconsidered one of the offsets it had
made.

Dkt. No. 44-3 SI 42.

On every issue that remained in

dispute, the Court sided with lAL.

It totally rejected VPCF's

claim that it was entitled to nearly 58 times more than lAL

alleged was due.

Dkt. No. 68 at 13-16.

As for lAL's dismissal of certain claims against VPCF, a

party prevails as long as it wins on any significant issue.
Tex. State Teachers Ass^n, 489 U.S. at 791-92.

lAL satisfies

that standard by a wide margin.

Regarding
sentence:

interpleading,

offers

only

a

single

''lAL could have filed an interpleader action, but

it did not."

Dkt. No. 76 at 5.

merits argument.
Court

VPCF

need

not

This might be a belated

It might just be an inchoate thought.
decide.

Cf.

Resolution

Tr.

Corp.

v.

The

Dunmar

Corp., 43 F.3d 587, 599 (11th Cir. 1995) (en banc) (^'There is

no burden upon the district court to distill every potential

argument that could be made based upon the materials before it
Rather,
to formulate arguments

the onus is

.

upon

.

Whatever

.

.").

the

parties
the

case,

interpleader is not a basis for finding that lAL failed to

prevail.

Some unconventional vernacular meanings of ^'winning"

notwithstanding,^ lAL prevailed in this case.^

^

See,

e.g.,

Katy

Steinmetz,

Winning/Winner,

Time

(Dec.

7,

2011),

http://content.time.com/time/specials/packages/article/0,28804,2101344_210

0571_2100573,00.html

(^*Once

upon

victorious.' . . . Charlie Sheen

a

time,

the

verb win meant

^to

be

had solidified a definition for the term

that
goes
something
like
this: winning (v.):
^participating
in
an
ostensibly drug-induced, highly public flameout, during which one loses an
incredibly lucrative job and, subsequently, the respect of the American
people.' Or more, succinctly: winning (v.): losing." (emphasis added)).

^ As this was the only reason VPCF gave for opposing lAL's bill of costs,
see dkt. no. 78, those costs will be TAXED.

II. THE SUBCONTRACT AUTHORIZES A FEE AWARD.

VPCF

next

contends

that

authorize a fee award here.

the

subcontract

does

not

This argument touches on genuine

difficulties posed by the subcontract, but is not ultimately
persuasive.
first

Subcontract section 26 has four paragraphs.

gives lAL

the

option

The

of taking 'Ma]ny controversy or

claim arising out of or relating to this Agreement, or the
breach thereof," to arbitration.

Dkt. No. 5 § 26.

specifies where such arbitration would happen.

The second

Id.

The third

says, ''Notwithstanding the foregoing, any Party may, at any

time,

apply

to

any

Court

of

competent

jurisdiction

injunctive relief . . . to prevent irreparable harm."
The last provides:

for
Id.

"In any action initiated by either party

under this section, the prevailing party shall be entitled to
recover

its

expenses

attorney's fees."
The

prevailing

including

are

whether

under

section

26

party"

within

the

the

and

to

the

Court

for

last

injunctive

current

whether

Clearly, this case was not arbitrated.
apply

its

reasonable

Id.

questions

"initiated"

incurred,

matter

lAL

paragraph's

was

was
"the

meaning.

And, although lAL did

relief

against

VPCF

and

other defendants to prevent irreparable harm in the form of
harassing debt-collection efforts, no injunctive relief issued
against VPCF.

Dkt. No. 1 at 10; Dkt. No. 49.

Nevertheless, the Court answers the above questions in
the affirmative.

to

secure

This case was literally ^^initiated" by lAL

injunctive

irreparable harm.

relief

against

VPCF

to

prevent

Although a different outcome might have

been required had lAL lacked a good-faith basis for doing so,
it in fact had one—it did not know whether VPCF had authorized
the harassment.

But is lAL the prevailing party, even though it did not

prevail specifically as to enjoining VPCF?

Yes.

Section 26's

two requirements, initiation and prevailing, are independent
of each other.

The last paragraph refers to ^'any action."

That means the parties intended for it to apply to a broader

suit that grew out of an effort to seek injunctive relief—like
this

one.

Further,

the

paragraph

refers

to

any

action

"initiated" under section 26, rather than limiting fees to an

action resulting in relief mentioned therein.

The paragraph

also uses the term "prevailing party," without qualification.
Id.

Had the parties meant to narrow this to a party who

received injunctive relief against the other, they could have
said so.

Turning from text to context, the last paragraph is

physically separate from the third.

Under section 26, then,

seeking injunctive relief under the third paragraph opened the
door to a

broader case, the

prevailing

party of

which

was

authorized by the last paragraph to seek costs and fees.

The

subcontract lets lAL recover fees here.
III. TENDER IS IRRELEVANT.

VPCF says lAL cannot obtain attorneys' fees because it
''failed to tender what it admitted it owed when it terminated

the

contract

with

VPCF."

Dkt.

No.

76

at

8.

This

suit,

according to VPCF, happened because lAL tried to "force VPCF
into

submission."

Id.

at

9.

This

litigation, lAL offered VPCF $56,446.58.
VPCF rejected that.

Id. 5 38.

is

false.

Before

Dkt. No. 44-3 5 36.

Four days after filing suit,

lAL offered VPCF "$112,000.00 (twice the amount [lAL] believed
to be owed)."

Id. 5 41.

VPCF rejected that, too.

reason why became clear in litigation:
entitlement to $3,144,450.70.

Id.

The

VPCF insisted on its

Dkt. No. 68 at 6.

VPCF waged legal war on lAL for a year and a half based
on a contractual interpretation this Court deemed "patently"
wrong.

Id. at 16.

For it to now

strong-arm it boggles the mind.

cast lAL as trying to

lAL's supposed failure of

tender is no reason to withhold attorneys' fees.
IV. THE FEES REQUEST IS SPECIFIC ENOUGH.

VPCF

lastly

argues

that

lAL's

fee

request

is

not

supported by records "address[ing] the issue of what alleged
attorney's

fees

relate

to

what

specific

issue,"

and

that

"[f]ees relating to issues which were not decided in favor of

the party seeking attorney's fees should be excluded."
No. 76 at 7.

counsel

This is yet another mischaracterization.

plainly

specified

how

much

time

was

Dkt.
lAL's

spent

on

individual issues and segregated out the claims on which lAL

prevailed.

Dkt. No. 74 at 17, 89-98.

lAL made reasonable,

generally 50% reductions to the amount of time it spent on
issues relating to the complaint to reflect the fact that the
complaint concerned both VPCF and other defendants.
17,

89-90;

contest

the

see

also

Dkt.

reasonability

No.

of

1.

the

Although

fee

rate,

VPCF

the

Id. at
does

not

Court

has

reviewed it and found it appropriate given prevailing market
rates, ""the type of litigation at issue," and the skill and
experience

of

the

legal

personnel

involved.

Miller

v.

Kenworth of Dothan, Inc., 117 F. Supp. 2d 1247, 1258-59 (M.D.
Ala. 2000).

VPCF's final contention therefore fails.
CONCLUSION

For the reasons above, lAL's bill of costs, dkt. no. 73-

1, is TAXED to VPCF in the amount of $3052.80, and its Motion

for Award of Attorneys' Fees, dkt. no. 74, is GRANTED in the
amount

of $76,359.60.

Thus,

combined costs and fees.

10

VPCF

owes

lAL

$79,412.40

in

so ORDERED, this 5th day of July, 2017.

HOlt: LISA GODBEY WOOD, JUDGE
UNITED STATES DISTRICT COURT
SOUTHERN

A0 72A

(Rev. 8/82)

11

DISTRICT OF GEORGIA