Opinion
NO. 2014 CA 0081
07-24-2014
KELLY B. STEELE AND STEPHEN J. WILLIAMS v. FERRY HOLDINGS, LLC, FERRY HOLDING CORPORATION, PLATINUM EQUITY ADVISORS, LLC, INTERNATIONAL OFFSHORE SERVICES, LLC, INTERNATIONAL MARINE, LLC INTERNATIONAL CONSTRUCTION GROUP, LLC, INTERNATIONAL PIPELINER, LLC, AND RICHARD CURRENCE, JR.
Harry J. Philips, Jr. Baton Rouge, Louisiana Counsel for Defendants/Appellants Ferry Holdings, LLC, Platinum Equity Advisors, LLC, International Offshore Services, LLC, International Marine, LLC, International Construction Group, LLC, International Pipeliner, LLC, Richard Currence, Jr. Douglas S. Draper New Orleans, Louisiana Counsel for Defendant/Appellee Ferry Holding Corporation Jean-Paul Layrisson Timothy D. Scandurro Stephen O. Scandurro New Orleans, Louisiana Counsel for Plaintiff/Appellee Kelly B. Steele and Stephen J. Williams Mary O. Pierson Baton Rouge, Louisiana
NOT DESIGNATED FOR PUBLICATION
Appealed from the
19th Judicial District Court
In and for the Parish of East Baton Rouge
State of Louisiana
Case No. 621597
The Honorable William Morvant, Judge Presiding
Harry J. Philips, Jr.
Baton Rouge, Louisiana
Counsel for Defendants/Appellants
Ferry Holdings, LLC, Platinum
Equity Advisors, LLC,
International Offshore Services,
LLC, International Marine, LLC,
International Construction Group,
LLC, International Pipeliner, LLC,
Richard Currence, Jr.
Douglas S. Draper
New Orleans, Louisiana
Counsel for Defendant/Appellee
Ferry Holding Corporation
Jean-Paul Layrisson
Timothy D. Scandurro
Stephen O. Scandurro
New Orleans, Louisiana
Counsel for Plaintiff/Appellee
Kelly B. Steele and Stephen J.
Williams
Mary O. Pierson
Baton Rouge, Louisiana
BEFORE: KUHN, HIGGINBOTHAM, AND THERIOT, JJ.
THERIOT, J.
The defendants-appellants, Ferry Holdings, LLC; Ferry Holding Corporation; Platinum Equity Advisors, LLC; International Offshore Services, LLC; International Marine, LLC; International Construction Group, LLC; International Pipeliner, LLC; and Richard Currence, Jr. (collectively "Ferry Holdings") appeal the final judgment entered by the Nineteenth Judicial District Court, casting them with attorneys' fees and costs incurred by the plaintiffs-appellees, Kelly B. Steele and Stephen J. Williams, in connection with a suit between these parties. For the following reasons, we affirm.
FACTS AND PROCEDURAL HISTORY
Steele and Williams are the former owners of International Offshore Services, LLC ("IOS"). They sold IOS to Ferry Holding Corporation in 2009 by executing a Purchase Agreement, wherein the parties agreed that Williams, Steele, and other members of IOS would indemnify IOS against any arising claims and have any then existing liabilities and obligations of IOS allocated to them. Steele and Williams remained employed by IOS until the end of 2010 and Williams remained a shareholder of IOS until March 2011. Following the end of Williams' association with IOS, the parties filed numerous lawsuits against each other.
On May 9 and 10, 2013, the parties collectively executed a Confidential Settlement Agreement and Full and Final Mutual Release of All Claims ("Settlement Agreement") in an effort to settle ongoing litigation. In Section 3.27 of the Settlement Agreement, the parties agreed in relevant part that:
[T]his Agreement is to be performed in Louisiana, and that the provisions hereof, and the respective rights and duties of the
Parties hereto shall be construed in accordance with and governed by the laws of the State of Louisiana.
* * *
The parties further agree that the prevailing party in any suit based on or arising from this Agreement will be further entitled to recover from the non-prevailing party the prevailing party's reasonable and necessary attorneys' fees, costs, and expenses.
Shortly after the Settlement Agreement was executed, another disagreement between the parties arose concerning the settlement of two particular legal claims involving third parties. As a result of this dispute, Steele and Williams filed a Verified Petition for Temporary Restraining Order, Preliminary Injunction, Permanent Injunction, and Declaratory Judgment on May 17, 2013, in which they prayed for a declaratory judgment establishing that the Settlement Agreement be interpreted to release them from liability in the disputed matters. On July 23, 2013, the trial judge granted summary judgment, declaratory judgment, release of liability, and other remedies in favor of the Williams Parties.
Subsequent to the trial court's grant of summary judgment in favor of Steel and Williams on the merits of its lawsuit regarding the interpretation of the Settlement Agreement, the trial judge entered a final judgment on October 18, 2013, casting the defendants-appellants with $77,057.50 in attorneys' fees and $939.07 in costs pursuant to Section 3.27 of the Settlement Agreement. The IOS Parties filed their motion for appeal on November 21, 2013, which was granted by the trial court on that same day.
ASSIGNMENT OF ERROR
On appeal, the defendants-appellants raise a single assignment of error:
1) The trial court erred in casting the IOS Parties with attorneys' fees and costs as there is no contractual or statutory basis to do so.
STANDARD OF REVIEW
An award of attorneys' fees imposed by a trial court should not be disturbed unless there has been a clear abuse of the vast discretion vested in the trier of fact. Southern Siding Co., Inc. v. Raymond, 96-2168 (La. App. 1st Cir. 9/19/97), 703 So.2d 44, 49.
DISCUSSION
Generally, attorneys' fees are not recoverable by a successful litigant unless specifically provided for by statute or contract. See, e.g., Sher v. Lafayette Ins. Co., 07-2441 (La. 04/08/08), 988 So.2d 186, 201; Frank L. Beier Radio, Inc. v. Black Gold Marine, Inc., 449 So.2d 1014, 1015 (La. 1984). Here, the Settlement Agreement entered into by the parties unambiguously provides that the "prevailing party" in any suit arising therefrom will be entitled to recover "reasonable and necessary attorneys' fees, costs, and expenses" from the "non-prevailing party."
After ruling in favor of Steele and Williams on the merits of its lawsuit regarding the interpretation of the Settlement Agreement, the trial court ordered the IOS Parties pay $77,057.50 in attorneys' fees and $939.07 in costs. The trial court's award represents only those fees determined to be reasonable and directly related to the work performed with respect to the Settlement Agreement suit. The trial court reasoned that Steele and Williams had prevailed in their suit on the merits and were contractually entitled to attorneys' fees pursuant to Section 3.27 of the Settlement Agreement.
The trial court denied fees sought by the plaintiffs for work which it determined had been performed in relation to unrelated proceedings and reduced the attorneys' fees sought in light of Steele and Williams "duplication of efforts." On appeal, neither the appellants nor the appellees challenge the quantum of attorneys' fees awarded by the trial court.
On appeal, the appellants contend simply that the trial court erred in granting summary judgment to Steele and Williams in their lawsuit regarding the interpretation of the Settlement Agreement. The IOS Parties argue that the Settlement Agreement should not be interpreted to release Steele and Williams of the disputed liabilities, and, by extension, argue that Steele and Williams should not have been contractually entitled to attorneys' fees as the "prevailing party." Steele and Williams admit that there is no alternative basis for an award of attorneys' fees. Thus, the propriety of the trial court's ruling on the appellees' motion for attorneys' fees hinges upon the correctness of the trial court's summary judgment ruling in the suit on the merits. See and compare Varnado v. Dept. of Employment & Training, Office of Worker's Compensation, 95-0787 (La. App. 1st Cir. 6/28/96), 687, So.2d 1013, 1036-37 (explaining, in the context of 42 USC § 1988, that "[t]he test for the prevailing party status is whether the plaintiff prevailed on the central issue...").
In related litigation, see Steele v. Ferry Holdings, LLC, et ah, 2013-1933 (La. 1st Cir. --/--/2014) (unpublished opinion), this court determined that the trial court correctly granted summary judgment in favor of Steele and Williams on the merits of their lawsuit regarding the interpretation of the Settlement Agreement. As the parties necessarily concede, that holding is dispositive in the instant dispute. We therefore disagree with the assignment of error alleged by the IOS Parties, and agree with the trial court that Steele and Williams were contractually entitled to recover attorneys' fees and costs. Likewise, we cannot say that the trial court erred in its determination regarding the amount of attorneys' fees and costs due the appellants.
CONCLUSION
We find that the Settlement Agreement executed between the parties unambiguously provides that the prevailing party in any suit arising from it will be entitled to recover reasonable attorneys' fees and costs. As we have determined that the trial court correctly ruled in favor of Steele and Williams in their suit on the merits regarding the interpretation of the Settlement Agreement, the trial court also correctly entered judgment in favor of the plaintiffs-appellees casting the defendants-appellants with $77,057.50 in attorneys' fees and $939.07 in costs.
See Steele, et al. v. Ferry Holdings, LLC, et al, 2013-1933 (La. 1st Cir. --/--/2014) (unpublished opinion).
DECREE
The trial court's ruling granting Kelly B. Steele's and Stephen J. Williams' motion for attorneys' fees is affirmed. All costs of this appeal are assessed to the appellants, Ferry Holdings, LLC; Ferry Holding Corporation; Platinum Equity Advisors, LLC; International Offshore Services, LLC; International Marine, LLC; International Construction Group, LLC; International Pipeliner, LLC; and Richard Currence, Jr.
AFFIRMED.
KELLY B. STEELE AND STEPHEN J. WILLIAMS
v.
FERRY HOLDING, LLC, ET AL.
NO. 2014 CA 0081
KUHN, J., dissenting.
Because I disagreed with the majority's affirmance of the trial court's grant of summary judgment, decreeing that the May 9, 2013 confidential settlement agreement and full and final mutual release of all claims entered into between appellees and appellants is binding and enforceable; and released and discharged the liabilities and obligations of appellees relating to the January 8, 2009 purchase agreement and the January 8, 2009 assignment and assumption agreement, inclusive of the pre-closing liabilities or obligations set forth in these agreements, including certain specified disputes currently pending in other judicial court jurisdictions, see Steele and Williams v. Ferry Holding, LLC , 2013-1983 (La. App. 1st Cir. --/--/2014) (an unpublished opinion), I disagree with the trial court's award of attorneys' fees and costs arising from the obligations set forth in the settlement agreement. Accordingly, I dissent.
The appellees are Kelly B. Steele, Stephen J. Williams.
The appellants are Ferry Holding, LLC, Ferry Holding Corporation, Platinum Equity Advisors, LLC, Platinum Equity, LLC, International Offshore Services, LLC, International Marine, LLC, International Construction Group, LLC, International Pipeliner, LLC, and Richard Currence, Jr.
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