Ilyia v. El Khoury et al

Filing 326

ORDER denying Defendant's 295 Motion for Attorney Fees and Costs by Judge Robert S. Lasnik.(TM)

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UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF WASHINGTON
AT SEATTLE

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_________________________________
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Plaintiff,
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v.
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MAROUN EL KHOURY
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Defendant. )
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_________________________________ )
ELIAS ILYIA,

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Case No. C11-1593L
ORDER DENYING MOTION
FOR ATTORNEY’S FEES

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This matter comes before the Court on “Defendant Dr. El Khoury’s Motion for
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Attorney’s Fees and Costs Pursuant to Fed. R. Civ. P. 54(d)(2).” (Dkt. # 295). Defendant seeks
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an award of $1,754,640 for attorney’s fees and $61,811.44 for related nontaxable costs and
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expenses incurred in defending against plaintiff’s claims of fraud, breach of fiduciary duty,
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undue influence and conversion. Plaintiff’s opposition was untimely, and has not been
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considered.1

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Having reviewed the memoranda, declarations and exhibits submitted by the
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parties, the Court finds as follows:
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Defendant argues that he is entitled to an award of fees and costs under the various
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Plaintiff’s “Motion for Enlargement of Time” (Dkt. # 319) is DENIED.

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ORDER DENYING MOTION
FOR ATTORNEY’S FEES

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contracts through which he purchased Interplexus and Diagnos-Techs. The relevant contracts in

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this case do not, however, provide for the requested attorney’s fees. The Stock Purchase

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Agreements for the sale of Interplexus and Diagnos-Techs do not contemplate attorney’s fees.

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Dkt. # 21 at 11-20 (Diagnos-Techs Stock Purchase Agreement); Trial Ex. # 33 (Interplexus

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Stock Purchase Agreement). Although the Stock Pledge Agreements for both companies contain

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identical attorney’s fees provisions, the provisions do not apply in this case. The relevant

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section reads:
7. Attorney’s Fees and Legal Expenses. To pay if this Agreement or any
obligation secured by it is referred to an attorney for collection or realization, all
reasonable expenses, including, but not limited to attorney’s fees and actual
expenses and costs.

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Dkt. # 21 at 53, 60. The Court interprets the provision to apply in the case of default on payment
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or a failure to perform under the contract. Since defendant’s attorney’s fees do not relate to a
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default or a failure to perform, the Stock Pledge Agreements are not applicable. Similarly, the
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attorney’s fees provision in the Promissory Note also provides for fees only after a default.2

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Defendant’s motion therefore does not provide a statutory or contractual basis for the Court to
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award attorney’s fees. Moreover, defendant does not state a recognized ground in equity for an
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award of attorney’s fees. Thus, under Washington law, defendant’s motion for attorney’s fees
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and costs fails.
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For all of the foregoing reasons, “Defendant Dr. El Khoury’s Motion for Attorney’s Fees
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and Costs Pursuant to Fed. R. Civ. P. 54(d)(2)” is DENIED.
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“10. ATTORNEY’S FEES AND COSTS: Maker shall pay all costs incurred by Holder in
collecting sums due under this Note after a default, including reasonable attorneys’ fees, whether or not
suit is brought.” Dkt. # 1-7 at 2.
ORDER DENYING MOTION
FOR ATTORNEY’S FEES

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Dated this 14th day of August, 2014.

A
Robert S. Lasnik

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United States District Judge
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ORDER DENYING MOTION
FOR ATTORNEY’S FEES

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