Section 15910.05(b) Is Not Displaced By Common Fund/Substantial Benefit Theories, Although Those Theories Also Supported The Fee Award.
In Duboff v. Schermer, Case Nos. B343324 et al. (2d Dist., Div. 3 Mar. 12, 2026) (unpublished), plaintiff won a substantial damages recovery of almost $6 million against defendant in a limited partnership derivative action (where plaintiff was not the only interested party) for mismanaging and self-dealing in connection with an LP building, then moving for fees and costs under Corporations Code section 15910.05(b). This provision does authorize a discretionary award of reasonable attorney’s fees to a party whose derivative action was at least partially successful. Based on this provision, the lower court awarded plaintiff $775,162.50 in attorney’s fees to be paid from the recovery obtained by the LP.
That award was affirmed on appeal. The appellate panel concluded that section 15910.05 provided an independent basis for the fee/costs award. However, it went further in determining that the common fund and substantial benefit doctrines also justified the award. (See especially Cziraki v. Thunder Cats, Inc., 111 Cal.App.4th 552, 558-561 (2003).)
Plaintiff’s personal interests alone were not vindicated; she vindicated the interests of other limited partners to make sure the Building mismanagement/self-dealings did not recur.