Case 5:18-md-02834-BLF Document 875-7 Filed 05/05/23 Page 1 of 36
`Case 5:18-md-02834-BLF Document 875-7 Filed 05/05/23 Page 1 of 36
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`EXHIBIT G
`EXHIBIT G
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`Case 5:18-md-02834-BLF Document 875-7 Filed 05/05/23 Page 2 of 36
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`ALLCAPCORP LTD v. CHC CONSULTING, LLC,
`2020 WL 4760183 (C.D. Cal. June 18, 2020)
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`Case 5:18-md-02834-BLF Document 875-7 Filed 05/05/23 Page 3 of 36
`Allcapcorp Ltd v. CHC Consulting LLC, Slip Copy (2020)
`2020 WL 4760183
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`2020 WL 4760183
`Only the Westlaw citation is currently available.
`United States District Court, C.D. California.
`
`ALLCAPCORP LTD
`v.
`CHC CONSULTING LLC et al
`
`Case No. SACV 19-00206 JVS(JDEx)
`|
`Signed 06/18/2020
`
`Attorneys and Law Firms
`
`Benjamin L. Riemer, Rachel O. Mathisen, Wendy Ann Duprey, Bell Nunnally and Martin LLP, Dallas, TX, Joan Elaine Cochran,
`Lisa Kralik Hansen, Cochran Davis and Associates,Palos Verdes, CA, for Plaintiffs.
`
`Catherine Ann Close, Irvine, CA, Dirk Odell Julander, William Charles Bollard, Julander Brown and Bollard, Irvine, CA, for
`Defendants.
`
`Proceedings: [IN CHAMBERS] Order Regarding Motion for Attorneys' Fees
`
`The Honorable James V. Selna, U.S. District Court Judge
`
`*1 Defendant CHC Consulting LLC (“CHC”) moves for attorneys fees. Mot., ECF No. 153. Allcapcorp, Ltd. Co. D/B/A
`Allegiance Capital Corporation (“Allcap”) opposes the motion. Opp'n, ECF No. 161. CHC replied. 1 ECF No. 162.
`
`1
`
`Allcap objects to CHC's reply as untimely. ECF No. 163. Since the 14th day before the hearing date fell on Memorial
`Day (Monday, May 25, 2020), the Reply was timely filed on May 26, 2020 under Rule 6(a) which states that if a deadline
`falls on a legal holiday, the deadline runs until the end of the next day that is not a Saturday, Sunday, or legal holiday.
`For the following reasons, the Court GRANTS the motion and awards CHC $771,996.15 in attorneys fees and awards $5,110.08
`in costs.
`
`I. BACKGROUND
`
`The background of this action is well known to the parties and the Court. See ECF No., 152 (“Order”). The Court recites only
`that background relevant to the current motion. This lawsuit arises out of an agreement entered into between the parties on or
`about September 19, 2014, under which Allcap was required to perform financial advisory services and investment banking
`advisory services in exchange for a success fee (the “Agreement”). Second Amended Complaint (“SAC), 1, ECF No. 57.
`
`Relevant to the current motion, the Agreement states: “In the event of any litigation arising from a breach of this Agreement, or
`the services provided under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all
`reasonable costs incurred including staff time, court costs, attorney fees, and all other related expenses incurred in litigation.”
`Agreement, 2, ECF No. 128-6.
`
`On April 8, 2020, the Court granted summary judgment in favor of CHC determining that the Agreement was unenforceable
`because it did not contain a definite termination date. Order, 16.
`
` © 2023 Thomson Reuters. No claim to original U.S. Government Works.
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`Case 5:18-md-02834-BLF Document 875-7 Filed 05/05/23 Page 4 of 36
`Allcapcorp Ltd v. CHC Consulting LLC, Slip Copy (2020)
`2020 WL 4760183
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`II. LEGAL STANDARD
`
`In California, reasonable attorneys' fees authorized by contract are awarded to the prevailing party “as fixed by the court.” Cal.
`Civ. Code. § 1717(a); see also EnPalm, LLC v. Teitler, 162 Cal. App. 4th 770, 774 (2008). The trial court has broad discretion
`to determine the amount of a reasonable fee, and the award of fees is governed by equitable principles. EnPalm, 162 Cal. App.
`4th at 774 (citing PLCM Grp. v. Drexler, 22 Cal. 4th 1084, 1094-95 (2000)).
`
`“The use of the lodestar method for calculating attorney fees was established in California in [Serrano v. Priest, 20 Cal. 3d 25,
`48 (1977)].” Thayer v. Wells Fargo Bank, N.A., 92 Cal. App. 4th 819, 833 (2001). “The first step involves the lodestar figure–a
`calculation based on the number of hours reasonable expended multiplied by the lawyer's hourly rate.” EnPalm, 162 Cal. App.
`4th at 774 (quotation marks and citations omitted). Second, the Court may adjust the lodestar figure “based on consideration of
`factors specific to the case, in order to fix the fee at the fair market value for the legal services provided.” Id. (quotation marks
`and citations omitted); see also Ketchum v. Moses, 24 Cal. 4th 1122, 1132 (2001) (“[T]rial courts must carefully review attorney
`documentation of hours expended; ‘padding’ in the form of inefficient or duplicative efforts is not subject to compensation.”).
`Factors to be considered in adjusting the lodestar include “the nature and difficulty of the litigation, the amount of money
`involved, the skill required and employed to handle the case, the attention given, the success or failure, and other circumstances
`in the case.” EnPalm, 162 Cal. App. 4th at 774 (citation omitted) (emphasis in original).
`
`III. DISCUSSION
`
`A. Entitlement to Fees
`*2 CHC seeks attorneys fees on the basis of California Civil Code § 1717(a). See generally, Mot. Allcap argues that CHC
`is not entitled to attorneys fees because this Court determined that the Agreement was illegal and void. Opp'n, 6. At summary
`judgment, this Court determined that the Agreement at issue was unenforceable for violating Section 10176(f) of the California
`Business and Professions Code by failing to have a definite termination date. See Order, 16. CHC was the prevailing party in
`this action having prevailed at the summary judgment stage and being the party who recovered greater relief in the action. See
`id.; Cal. Civ. Code § 1717(b)(1).
`
`“A party who successfully defends a contract claim by arguing that the contract is unenforceable may nonetheless enforce the
`contract's fee shifting provision, if any.” MRW, Inc. v. Big-O Tires, LLC, 684 F. Supp. 2d 1197, 1202 (E.D. Cal. 2010) (citing to
`Santisas v. Goodin, 17 Cal. 4th 599, 611 (1998)). This is because to rule in the contrary would render a fees provision unilateral
`to where regardless of the reciprocal wording of an attorney fee provision allowing fees to the prevailing party, “only the party
`seeking to affirm and enforce the agreement could invoke its attorney fee provision.” Santisas 17 Cal. 4th at 611.
`
`Allcap argues that where a contract is held unenforceable because of illegality no attorneys fees are recoverable citing to Bovard
`v. Am. Horse Enterprises, Inc., 201 Cal. App. 3d 832 (Ct. App. 1988) and Geffen v. Moss, 53 Cal. App. 3d 215, 223 (Ct. App.
`1975). These cases are distinguishable however. In Bovard the court “concluded the consideration for the contract was contrary”
`to public policy against the manufacture of drug paraphernalia and illegal. Bovard, Inc., 201 Cal. App. 3d at 837-38, 247 Cal.
`Rptr. 340 (Ct. App. 1988). The court noted that there was a difference between a “party to a contract who successfully argues
`its illegality” and “a party who prevails in an action on a contract by convincing the court the contract is inapplicable, invalid,
`nonexistent or unenforceable for reasons other than illegality.” Id. at 843. Similarly, in Geffen the court considered a contract by
`an attorney to purchase “the physical assets, files and work in process” of another attorney invalid and unenforceable because it
`was an attempt to sell the “good will” of a law practice which violated the policies stated in the State Bar Rules of Conduct and
`was illegal. Geffen, 53 Cal. App. 3d at 224-26. In both of these cases it was the consideration that was the subject of the contracts
`themselves which were held to be illegal. No such illegality was found here. Instead, the Agreement was deemed unenforceable.
`
` © 2023 Thomson Reuters. No claim to original U.S. Government Works.
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`Case 5:18-md-02834-BLF Document 875-7 Filed 05/05/23 Page 5 of 36
`Allcapcorp Ltd v. CHC Consulting LLC, Slip Copy (2020)
`2020 WL 4760183
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`A more recent case, Eden Twp. Healthcare Dist. v. Eden Med. Ctr., 220 Cal. App. 4th 418, 429 (2013), discusses the “mutuality
`of remedy” doctrine typically used in cases where a contract is void or unenforceable. “Under that doctrine, if the party would
`have been exposed to fees had the court found against it, then that party is entitled to fees for prevailing.” Id. Here, had the
`Court ruled in Allcap's favor, CHC would have been exposed to fees under the fee provision that is at the center of this dispute.
`Agreement, 2. Thus, under the mutuality of remedy doctrine, CHC is entitled to reasonable fees in this action.
`
`B. Reasonableness of Fee Award Requested
`CHC seeks attorneys fees in the amount of $857,773.50 and costs in the amount of $7,984.41. See generally, Mot. To determine
`a reasonable attorneys' fee award, the Court multiplies the number of hours reasonably expended on the litigation by the
`reasonable hourly rate. PLCM Grp., 22 Cal. 4th at 1095. The party seeking attorneys' fees may submit evidence substantiating
`and documenting the hours worked and hourly rates charged. Ketchum, 24 Cal. 4th at 1132. Factors to be considered in adjusting
`the lodestar include “the nature and difficulty of the litigation, the amount of money involved, the skill required and employed to
`handle the case, the attention given, the success or failure, and other circumstances in the case.” EnPalm, 162 Cal. App. 4th at 774
`(citation omitted) (emphasis in original). For example, the Court may reduce an attorneys' fee award where the documentation is
`lacking or where the hours billed were excessive, redundant, otherwise unnecessary, or not reasonably expended. Id. at 775 n.5.
`
`*3 CHC was represented by three firms. The first was Paul Hastings, LLP (“Paul Hastings”) who was corporate M&A counsel
`during CHC's engagement with Allcap and with the later broker. William Simpson (“Simpson”) Decl., ¶ 2, ECF No. 153-2.
`Paul Hastings attorneys represented CHC beginning in March 2017 concerning the instant litigation in removing the action
`to the District Court for the North District of Texas, and later moving to dismiss the complaint. Id. ¶¶ 4-5. Additionally, they
`attempted to negotiate a settlement of this action and in conjunction with The Wolf Law Firm (“Wolf”), continued handling the
`litigation until the firm of Julander, Brown & Bollard (“JBB”) substituted counsel in April 2018. Id. ¶¶ 6-8. Even after JBB
`substituted Paul Hastings as counsel of record, Paul Hastings remained involved in discovery matters. Id. ¶ 9. The rates for
`Paul Hastings counsel ranged between $550/hour for a junior attorney to $1,057.50/hour for counsel with more than 25 years
`commercial litigation experience. Id. ¶¶ 10, 12; Samuel Cooper (“Cooper”) Decl., ¶ 6. Paul Hastings counsel worked for a total
`of 437 hours. Simpson Decl., ¶ 12. A senior litigation paralegal also billed six hours at a rate of $360/hour. Id. ¶ 10(e). Paul
`Hastings discounted their partner rates for CHC and further reduced their invoices by $33,500. Id. ¶ 11. Paul Hastings' fees
`totaled $392,619.50. Id.
`
`Counsel from Wolf acted as local Dallas counsel as required by Northern District of Texas Local Rule 83.10 and assisted
`with preparing and filing pleadings, and attending oral arguments and status conferences on behalf of CHC. Todd Donohue
`(“Donohue”) Decl., ¶¶ 3-5, ECF No. 153-4. The Wolf firm withdrew its representation when this action was transferred to
`California. Id. at ¶ 6. Attorney Donohue who has more than 19 years of commercial litigation experience billed at $350/hr for
`a total of 73.30 hours and a paralegal at Wolf billed $75/hr for one hour. Id. ¶¶ 7-11. Wolf's total fees amounted to $25,730.00.
`Id. ¶ 11.
`
`JBB substituted Paul Hastings as counsel of record on April 12, 2018. William C. Bollard (“Bollard”) Decl., ¶ 2, ECF No.,
`153-1. JBB prepared and filed a motion to transfer venue to this district which was granted. Id. ¶¶ 3-4. JBB was also responsible
`for discovery and in response to discovery requests produced 40,000 pages to Allcap. Id. ¶ 4. To assist with discovery JBB
`hired an outside e-discovery vendor. Id. JBB represented CHC in connection with mediation and depositions. Id. ¶ 6-7. JBB
`also represented CHC in its successful motion for summary judgment. Id. ¶ 8-9. JBB's billing rates ranged between $110/hr for
`an attorney conducting document review to $450/hr for counsel with more than 35 years of commercial litigation experience.
`Id. ¶¶ 12-13. JBB attorneys and paralegals worked for a total of 1,568.24 hours resulting in $439,424.00 in fees. Id. ¶ 13. JBB
`also discounted 505.55 hours of attorney time. Id.
`
`1. Billing Rates
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`Case 5:18-md-02834-BLF Document 875-7 Filed 05/05/23 Page 6 of 36
`Allcapcorp Ltd v. CHC Consulting LLC, Slip Copy (2020)
`2020 WL 4760183
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`In support of the rates charged by attorneys at the three law firms, CHC provides a State Bar of Texas Hourly Rate Fact Sheet
`published by the Texas State Bar's Department of Research & Analysis (the “Fact Sheet”) showing median hourly rates ranging
`between $200 and $300 per hour in 2015 depending on experience. Index of Exhibits, Ex. 8, ECF No. 153-6. Median hourly
`rates in 2015 by firm size were $425/hour for firms who had more than 400 attorneys. Id. at p. 5. CHC also provides a copy of
`fee awards approved by the Southern District of Texas awarding fees with comparable rates in bankruptcy actions for both Paul
`Hastings and other large international firms. Id. at Ex. 3-6. As for California rates, CHC cites to a series of cases approving fees
`between $575 to $650 for experienced litigation counsel. Murtaugh v. Star Scientific Limited, 2018 WL 6137138, at *4 (C.D.
`Cal., July 2, 2018, No. SACV150113DOCRNBX); Baez v. Pension Consulting All., Inc., No. 217CV01938RGKAGRX, 2018
`WL 2572643, at *2 (C.D. Cal. Apr. 30, 2018); Brighton Collectibles, LLC v. Believe Prod., Inc., No. 215CV00579CASASX,
`2018 WL 1381894, at *3 (C.D. Cal. Mar. 15, 2018). CHC also includes a declaration from Donohue an attorney at the Wolf
`firm who has practiced in Texas for over 19 years at both large and small firms who concludes that the rates charged for Paul
`Hastings attorneys are consistent with the prevailing market rates. Donohue Decl., ¶ 12.
`
`*4 As to the billing rates, Allcap argues that Paul Hastings' billing rates are not reasonable and asks the Court to apply the
`partner rates from local counsel to any Paul Hastings' partner time. Opp'n, 22-26. Allcap argues that Paul Hastings' billing rates
`exceed the highest rates set forth in the Texas Rate Sheet, argues that rates used in bankruptcy matters are not comparable to
`the instant motion because the type of expertise required for a bankruptcy matter is more specialized than for a contract issue
`such as here, and notes that even in cases cited by CHC in its motion, courts have reduced fees from $1,130/hour to $810/hour.
`Id.; see Hoffman v. L & M Arts, No. 3:10-CV-0953-D, 2015 WL 3999171, at *2 (N.D. Tex. July 1, 2015). CHC argues without
`explaining how, that utilizing the approach in Hoffman supports Paul Hastings' rates. Reply, 14-15. In Hoffman the Court used
`the rate from counsel for a smaller firm in the action that it deemed was reasonable in accordance with the 2013 Fact Sheet as
`a starting point in calculating the reasonable rate for a law firm with more than 400 attorneys. Hoffman, 2015 WL 3999171, at
`*2. After determining that the median hourly rate for attorneys in the Dallas-Forth Worth-Arlington area of over 400 attorneys
`was 176% the median hourly rate for lawyers with law first of 2 to 5 lawyers, it multiplied the hourly rate of the counsel in the
`case who worked at the smaller firm and applied a 176% multiplier. Id. Applying this tactic here, the Fact Sheet shows that the
`median hourly rate for attorneys like Donohue with 16-20 years of experience in 2015 was $300. CHC Ex. 8, 3. When the firm
`size is taken into account, the median increases to $425, or a 125% of the median hourly rate for attorneys working in a law firm
`of 2 to 5 lawyers. Id. at 5. Here, local Texas counsel's rate was $350/hr. Applying the multiplier to this results in a rate of $437.50.
`
`“[T]he established standard when determining a reasonable hourly rate is the rate prevailing in the community for similar work
`performed by attorneys of comparable skill, experience, and reputation.” Camacho v. Bridgeport Fin., Inc., 523 F.3d 973, 979
`(9th Cir. 2008) (internal quotations and citation omitted). The burden is on the applicant to produce evidence that the requested
`rates are comparable to those prevailing in the community. Id. However, affidavits from the applicant's attorneys and other
`attorneys not affiliated with the action are satisfactory evidence of the prevailing market rate. Id. The court finds the declaration
`of attorney Donahue as well as the bankruptcy fee awards submitted by CHC persuasive. Based on the evidence submitted, the
`nature of this dispute, and the Court's knowledge and experience, the Court finds that the hourly rates billed by the three law
`firms were reasonable and commensurate with the respective attorneys' experience and skill.
`
`2. Hours Worked
`
`Allcap argues that CHC's requested fees are not reasonable for a number of reasons. First, Allcap argues that the fees are
`unreasonable because CHC only took two depositions, defended five depositions, and filed three motions. Opp'n, 7. This
`significantly devalues the amount of work actually undertaken by the attorneys here. This litigation has been ongoing since
`March 2017. Additionally, while Allcap notes the motions filed were only three, the number of motions alone does not convey
`the complexity at issue. The 20-page summary judgment order that resulted in dismissal of the action for example considered
`complex arguments which have since been appealed to the Ninth Circuit.
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` © 2023 Thomson Reuters. No claim to original U.S. Government Works.
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`Case 5:18-md-02834-BLF Document 875-7 Filed 05/05/23 Page 7 of 36
`Allcapcorp Ltd v. CHC Consulting LLC, Slip Copy (2020)
`2020 WL 4760183
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`Allcap also argues that CHC's intractable settlement positions drove up fees. Id. at 8. Further, Allcap takes issue with certain
`specific billing entries as excessive including: (1) Paul Hastings' 22.5 hours billed to research licensing issues; (2) Paul Hastings'
`36 hours billed by five attorneys for removal of Allcap's Texas state court petition to Texas federal court; (3) Paul Hastings'
`190.65 hours billed for work related to unsuccessful motions to dismiss; (4) 11.25 hours billed on the answer to the First
`Amended Complaint; (5) 4.3 hours billed by Paul Hastings to transfer the file to JBB and the $4,642.50 billed by JBB for file
`transfer/change in attorneys; and (6) 7.75 hours billed to research choice of law billed at $585/per hour for a first year associate
`while another attorney billed 5.5 hours the same day to work with the associate in preparing the reply. Id. at 9-13. The Court
`has reviewed these billing entries and sees no duplicative, excessive, redundant, unrelated, clerical or unnecessary work.
`
`Allcap also argues that many of Paul Hastings' and JBB's time entries are vague and or block billed and should be reduced.
`Opp'n, 14-16; Allcap Ex. 4, ECF No., 161-3. Allcap also argues that Paul Hastings billed in increments of .25 which is over-
`billing. Opp'n, 21. CHC argues that many of the entries Allegiance challenges ($42,195.00) by JBB were already written down
`by JBB and were not requested on the motion. Reply, 8. Block billing “makes it more difficult to determine how much time was
`spent on particular activities.” Welch v. Metro. Life Ins. Co., 480 F.3d 942, 948 (9th Cir. 2007). Nonetheless, block billing is
`a commonly used billing practice. Universal Elecs., Inc. v. Universal Remote Control, Inc., 130 F. Supp. 3d 1331, 1340 (C.D.
`Cal. 2015), aff'd, 669 F. App'x 575 (Fed. Cir. 2016). The Court agrees that the block billing makes it difficult to determine the
`time spent on each task here. Additionally, while quarter-hour billing may not be unheard of in the Central District, 2 the Ninth
`Circuit has affirmed a reduction in fees for quarter-hour billing where “hours were inflated because counsel billed a minimum
`of 15 minutes for numerous phone calls and e-mails that likely took a fraction of the time.” Welch v. Metro. Life Ins. Co.,
`480 F.3d 942, 949 (9th Cir. 2007). Here, Allcap has not pointed to specific entries it deems were likely excessive as a result
`of this practice instead noting as examples of the practice other entries it contests in relation to a reply to a motion to dismiss.
`Mot., 16; Allcap Ex. 2.
`
`2
`
`See United States v. $60,201.00 U.S. Currency, 291 F. Supp. 2d 1126, 1131 (C.D. Cal. 2003), amended in part sub nom.
`United States v. $60,201.00 in U.S. Currency, No. CV024723ABC(CTWX), 2003 WL 22697941 (C.D. Cal. June 18,
`2003) (declining to reduce fees for quarter-hour billing increments).
`*5 Allcap argues that the JBB paralegals billed for clerical tasks amounting to 60.55 hours and $8,372.05 in fees. Mot., 16-17,
`Allcap Ex. 5. Allcap argues that a Paul Hastings' paralegal and a Wolf paralegal also conducted clerical work and duplicated
`work. Id. 16-17, 19. “When clerical tasks are billed at hourly rates, the court should reduce the hours requested to account for the
`billing errors.” Nadarajah v. Holder, 569 F.3d 906, 921 (9th Cir. 2009). The Court has reviewed these entries and notes that some
`of the disputed entries are in block billing format. Within a few of these block billing entries, and a few of the other entries are
`descriptions appears to pertain to clerical work such as “prepare retainer agreement,” adding “optical character recognition for
`document regarding filed documents,” or downloading a document from a CD. CHC argues that the paralegal billing entries are
`either not clerical or where clerical, have not been claimed in this motion and have already been deducted or reduced although
`it does not specify which have been reduced. Reply, 9-10. Of the entries noted by the Court, some have been reduced and are
`not claimed. See e.g., CHC Ex., 165. Others have not been deducted. See id. at 165, 171. Although the non-deducted clerical
`entries are few, a reduction in fees is warranted for these entries.
`
`Allcap also argues that Paul Hastings' fees involved the defense of all three defendants and not just CHC. Opp'n, 17-18. They
`further argues that Paul Hastings' billable hours for attorney Simpson and attorney Margaret Yi (“Yi”) who are corporate
`attorneys should not be recoverable because they are unecessary and redundant to the fees billed by Paul Hastings' litigation
`attorneys. Id. at 18-19; Allcap Ex. 3. Allcap also takes issue with Simpson's work after JBB took over as counsel of record.
`Simpson explains in his declaration how even after JBB took over he “remained involved in the litigation as CHC's corporate
`counsel assisting with the preparation of discovery responses, facilitating the production of the documents in Paul Hastings'
`possession, assisting with deposition preparation and sitting for my deposition on February 3, 2020 pursuant to a subpoena
`served by Allegiance.” Simpson Decl., 9. Simpson and Yi's work as identified in Paul Hastings' bills was legitimate and the fact
`that they specialize as corporate counsel is not a sufficient reason to deny these fees. As to the other defendants, CHC explains
`
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`Case 5:18-md-02834-BLF Document 875-7 Filed 05/05/23 Page 8 of 36
`Allcapcorp Ltd v. CHC Consulting LLC, Slip Copy (2020)
`2020 WL 4760183
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`that it was the firms of JBB and Wolf who answered on their behalf and that Paul Hastings never represented these defendants.
`Reply, 10; Second Bollard Decl., ¶ 2, ECF No. 162-1.
`
`Allcap also disputes JBB's fees because there was only seven depositions and less than 100,000 pages of documents. Opp'n,
`20. Allcap argues that the work by the contract attorneys employed by JBB at $110/hour was duplicative, that having multiple
`paralegals working on the documents was duplicative, that the document review was not limited to CHC but also included the
`other defendants, and that JBB excessively billed for their motion for summary judgment because they began working on it
`in October 2019 but it was not filed until February 10, 2020. Id. at 20-21. None of these arguments is convincing. The fact
`that multiple paralegals or contract attorneys were involved in working on this action does not make their work duplicative.
`Additionally, document production was only propounded on CHC and not the other defendants. Finally, the Court finds the
`entries for the motion for summary judgment not to have been excessive and finds the explanation provided by CHC for why
`they began working on the motion in October satisfactory. Reply, 13-14; Second Bollard Decl., ¶ 7.
`
`Utilizing the lodestar method the number of hours worked multiplied by the varying attorneys rates results in a total amount
`of $857,773.50 in fees. See Bollard Decl., ¶ 13; Donohue Decl., ¶ 11; Simpson Decl., ¶ 12. After calculating the presumptive
`lodestar, the Court may adjust the calculation based on the Kerr factors. Kerr v. Screen Extras Guild, Inc., 526 F.2d 67, 70 (9th
`Cir. 1975) abrogated on other grounds by City of Burlington v. Dague, 505 U.S. 557, 112 S.Ct. 2638, 120 L.Ed.2d 449 (1992).
`“ ‘[W]hen faced with a massive fee application the district court has the authority to make across-the-board percentage cuts
`either in the number of hours claimed or in the final lodestar figure as a practical means of [excluding non-compensable hours]
`from a fee application.’ ” Gonzalez v. City of Maywood, 729 F.3d 1196, 1203 (9th Cir. 2013) (citing Gates v. Deukmejian,
`987 F.2d 1392, 1399 (9th Cir. 1992)). In doing so, the Court must set forth a concise and clear explanation of its reasoning.
`Gonzalez, 729 F.3d at 1203. A court may choose to impose a small reduction known as a “haircut” reduction of no more
`than 10% in its discretion without “a more specific explanation.” Id. (citing Moreno v. City of Sacramento, 534 F.3d 1106,
`1112 (9th Cir. 2008)). In its discretion the Court chooses to impose a 10% haircut reduction here although the Court could
`alternatively impose a similar reduction as a result of the block billing and quarter-hour billing practices utilized here which
`make it difficult to ascertain the reasonableness of the time spent on each task along with the limited clerical entries noted by
`the Court. Accordingly, the Court awards CHC $771,996.15 in attorneys' fees.
`
`3. Costs
`
`*6 CHC also seeks $7,984.41 in costs pursuant to the Bill of Costs. ECF No. 154. Allcap opposes the costs arguing that: (1)
`the videotaped deposition costs ($1,995.19) are not recoverable pursuant to Local Rule 54-3.5; (2) the cost for a rough transcript
`($422.50) is not recoverable because more than one copy of the deposition transcript is not allowed pursuant to the local rules;
`(3) the deposition costs ($6,103.01) were not itemized for charges such as shipping or binding and therefore should not be
`taxed; and (4) the costs for Inservio's preparation of documents to mark them as confidential and processing images ($879.14)
`are not recoverable. Obj., 2-5, ECF No. 157. CHC acknowledges that videotaped costs are not recoverable, but argues that its
`remaining costs are reimbursable. Resp., 3, ECF No. 158.
`
`First, Local Rule 54-3.5 allows the reasonable cost of one additional copy of the transcript including a rough draft. Additionally,
`CHC's fees for deposition transcript copies for the depositions taken by Allcap were delivered electronically and so binding or
`other fees Allcap objects to were not applicable. Third Bollard Decl., ¶ 4, ECF No. 158-1. CHC has also provided specified
`invoices for the depositions it noticed and took and for which it received physical transcript copies. Id. at Ex. 1. Thus, these
`fees are recoverable.
`
`As for the Inservio invoice, Local Rule 54-3.10(g) states that reasonable document preparation costs are taxable including: “[t]he
`cost of physically replicating or reproducing material necessarily obtained for use in the case (including copies obtained to be
`produced in discovery) in any format in which such material is required to be produced and with any required characteristics
`(such as metadata or manipulability) intact. To claim costs incurred in producing material in a required format, the agreement
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`Case 5:18-md-02834-BLF Document 875-7 Filed 05/05/23 Page 9 of 36
`Allcapcorp Ltd v. CHC Consulting LLC, Slip Copy (2020)
`2020 WL 4760183
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`or order imposing the relevant requirements must be attached.” “[F]ees for exemplification and copying are permitted only for
`the physical preparation and duplication of documents, not the intellectual effort involved in their production.” In re Online
`DVD-Rental Antitrust Litig., 779 F.3d 914, 932 (9th Cir. 2015) (citing and adding emphasis to Zuill v. Shanahan, 80 F.3d 1366,
`1371 (9th Cir.1996)). CHC argues these costs were necessary, but provides no agreement or order imposing the requirement
`that these materials had to be produced in this format. Thus, this cost is not recoverable. Accordingly, the Court awards only
`$5,110.08 in costs.
`
`For the foregoing reasons, the Court GRANTS the motion and awards CHC $771,996.15 in attorneys fees and awards $5,110.08
`in costs.
`
`IV. CONCLUSION
`
`IT IS SO ORDERED.
`
`All Citations
`
`Slip Copy, 2020 WL 4760183
`
`End of Document
`
`© 2023 Thomson Reuters. No claim to original U.S. Government Works.
`
` © 2023 Thomson Reuters. No claim to original U.S. Government Works.
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`7
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`Case 5:18-md-02834-BLF Document 875-7 Filed 05/05/23 Page 10 of 36
`Allcapcorp Ltd v. CHC Consulting LLC
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`Negative Treatment
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`There are no Negative Treatment results for this citation.
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` © 2023 Thomson Reuters. No claim to original U.S. Government Works.
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`

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`Case 5:18-md-02834-BLF Document 875-7 Filed 05/05/23 Page 11 of 36
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`ALLCAPCORP LTD v. CHC CONSULTING, LLC,
`2021 WL 3667230 (9th Cir. Aug. 18, 2021)
`
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`

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`Case 5:18-md-02834-BLF Document 875-7 Filed 05/05/23 Page 12 of 36
`Allcapcorp Ltd. v. CHC Consulting LLC, Not Reported in Fed. Rptr. (2021)
`2021 WL 3667230
`
`2021 WL 3667230
`Only the Westlaw citation is currently available.
`United States Court of Appeals, Ninth Circuit.
`
`ALLCAPCORP LTD., dba Allegiance Capital Corporation, Plaintiff-Appellant,
`v.
`CHC CONSULTING LLC; et al., Defendants-Appellees.
`Allcapcorp Ltd, dba Allegiance Capital Corporation, Plaintiff-Appellee,
`v.
`CHC Consulting LLC; et al., Defendants-Appellants.
`
`No. 20-55457, 20-55758
`|
`No. 20-55513
`|
`Argued and Submitted August 2, 2021 Pasadena, California
`|
`FILED AUGUST 18, 2021
`
`Appeal from the United States District Court for the Central District of California, James V. Selna, District Judge, Presiding,
`D.C. No. 8:19-cv-00206-JVS-JDE
`
`Attorneys and Law Firms
`
`Joan E. Cochran, Lisa Kralik Hansen, Cochran, Davis & Associates, P.C., Palos Verdes Estates, CA, for Plaintiff-Appellant.
`
`William C. Bollard, Attorney, Julander, Brown, Bollard and Chapman, Dirk Odell Julander, Attorney, Julander, Brown &
`Bollard, Irvine, CA, for Defendants-Appellees.
`
`Before: PAEZ, CALLAHAN, and OWENS, Circuit Judges.
`
`MEMORANDUM *
`
`*
`
`This disposition is not appropriate for publication and is not precedent except as provided by Ninth Circuit Rule 36-3.
`*1 Allcapcorp Ltd. Co. (Allcap) sued CHC Consulting LLC (CHC), alleging that it was entitled to a “Success Fee” based on
`their Engagement Agreement and the eventual sale of CHC to Congruex LLC (Congruex). The district court granted summary
`judgment for CHC finding that the Engagement Agreement was not enforceable under California law, and awarded CHC
`$771,996.15 in attorneys’ fees. Allcap appeals the grant of summary judgment and the award of attorneys’ fees, and CHC cross-
`appeals, arguing that the Agreement is void under California law on a ground presented to, but not adopted by, the district court.
`We have jurisdiction over all three appeals. 28 U.S.C. § 1291; see also Mahach-Watkins v. Depee, 593 F.3d 1054, 1063 (9th
`Cir. 2010). We affirm the district court's orders.
`
`1. Allcap asserts that Texas law, rather than California law, applied to the Agreement. The parties agree that the district court
`properly looked to Texas law to determine which state's law applied to the Agreement. The parties also agree that Texas follows
`the Restatement (Second) of Conflict of Laws to determine which state has the most significant relationship to the transaction
`and the parties.
`
` © 2023 Thomson Reuters. No claim to original U.S. Government Works.
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`1
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`Case 5:18-md-028