Allocation Between Defendants Was Not Necessary Where The Work Was Intertwined.
In Fleming v. Peloquin, Case No. E063069 (4th Dist., Div. 2 May 6, 2016) (unpublished), plaintiff investor in an LLC venture gone bad sued other parties who were either members or parties with involvement pursuant to both an Operating Agreement (where there was no fee clause), but also importantly an Admissions Agreement (which incorporated the Operating Agreement and did have a fees clause). The lower court awarded the four defendants $127,764.32 in attorney’s fees under the Admissions Agreement fees clause.
The result was sustained on appeal. The Admissions Agreement did have a broad fees clause such that it was inferable that this was part of an integrated contractual arrangement justifying enforcement of the fees clause. Also, losing plaintiff had also made some pleading admissions that his claims were based on the Admissions Agreement. The last main challenge was that the fee recovery should have been reduced by 50% because only two defendants were signatories to the Admissions Agreement. Although the appellate court agreed that two other defendants were nonsignatories, it did not see any prejudice given that plaintiff failed to show that any of the work related solely to the nonsignatories rather than being interrelated in nature to work done on behalf of the signatory defendants.