Zacadia Financial Limited v. Fiduciary Trust Internat. of Cal. CA4/3

Filed 1/8/14 Zacadia Financial Limited v. Fiduciary Trust Internat. of Cal. CA4/3

NOT TO BE PUBLISHED IN OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FOURTH APPELLATE DISTRICT

DIVISION THREE

ZACADIA FINANCIAL LIMITED PARTNERSHIP, G047921 Plaintiff and Respondent, (Super. Ct. Nos. BC 396443 consol. v. with BC 396473)

FIDUCIARY TRUST INTERNATIONAL OPINION OF CALIFORNIA, as Trustee, etc.,

Defendant and Appellant.

Appeal from an order of the Superior Court of Los Angeles County, Victor E. Chavez, Judge. Affirmed. Farmer & Ridley and Richard D. Cleary; Winston & Strawn, Rolf S. Woolner, Justin E. Rawlins, Jenna W. Logoluso and Linda T. Coberly, pro hac vice, for Defendant and Appellant. No appearance for Plaintiff and Respondent.

INTRODUCTION This case is a companion to another we decide today, the $2.5-million tail on a $353-million dog.1 Appellant Fiduciary Trust International of California (Fiduciary Trust) is the the successor trustee of the Mark Hughes Family Trust, whose trustees prevailed over respondent Zacadia Financial Limited Partnership (Zacadia) in a three- week jury trial concerning the breach of a secured loan agreement. The agreement included a one-way attorney fee clause, entitling Zacadia to its “actual attorneys’ fees” if it prevailed in any collection proceeding involving the secured loan. Invoking Civil Code section 1717, the trustees moved the trial court for their “actual attorneys’ fees,” which they pegged at somewhat north of $3.1 million. The trial court awarded the trustees “reasonable fees” of $2.5 million instead. The successor trustee, Fiduciary Trust, has appealed from this order, asserting that it is entitled to the full amount, as Zacadia would have been if it had prevailed at trial. We affirm the order, which adhered to the unambiguous language of the statute. Fiduciary Trust is entitled only to reasonable fees, and it has not argued that the trial court abused its discretion in awarding the amount it did. FACTS A full description of the elaborate, tax-driven financial dealings between Fiduciary Trust’s predecessors and Zacadia may be found in our companion opinion. For purposes of this appeal, it suffices to say that Zacadia became the ostensible lender to the Mark Hughes Family Trust, in a scheme to reduce taxes on the massive estate of the late Herbalife entrepreneur, Mark Hughes. Zacadia alleged that the trustees breached the loan