                            UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                            No. 13-1708


BEST MEDICAL INTERNATIONAL, INC., a Virginia Corporation;
BEST VASCULAR, INC., a Delaware Corporation,

                Plaintiffs – Appellants,

           v.

ECKERT & ZIEGLER NUCLITEC GMBH,         a   German   corporation,
successor to QSA Global GmbH,

                Defendant - Appellee.



Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria.    Claude M. Hilton, Senior
District Judge. (1:10−cv−00617−CMH−IDD)


Argued:   March 18, 2014                     Decided:   April 8, 2014


Before NIEMEYER, KING, and AGEE, Circuit Judges.


Affirmed by unpublished opinion. Judge Agee wrote the opinion,
in which Judge Niemeyer and Judge King joined.


ARGUED: James Michael Brady, BEST MEDICAL INTERNATIONAL, INC.,
Springfield, Virginia, for Appellants.      Carl Dewayne Lonas,
MORAN REEVES & CONN PC, Richmond, Virginia, for Appellee. ON
BRIEF: Shawn R. Weingast, BEST MEDICAL INTERNATIONAL, INC.,
Springfield, Virginia, for Appellants.      Matthew J. Hundley,
MORAN REEVES & CONN PC, Richmond, Virginia, for Appellee.


Unpublished opinions are not binding precedent in this circuit.
AGEE, Circuit Judge:

     In a prior decision involving these parties, we affirmed

the district court’s judgment on the merits with the exception

of an award of attorneys’ fees and costs.               See Best Med. Int’l,

Inc. v. Eckert & Ziegler Nuclitec GmbH, 505 F. App’x 281 (4th

Cir. 2013).    We concluded that Eckert & Ziegler Nuclitec GmbH

(“EZN”) was the prevailing party in its litigation against Best

Medical    International,       Inc.         and     Best    Vascular,       Inc.

(collectively “Best”).        However, we vacated that part of the

district court’s judgment awarding fees and costs to EZN because

that award did not reflect the required analysis under Johnson

v. Ga. Highway Express, Inc., 488 F.2d 714, 717-19 (5th Cir.

1974).    Accordingly, we remanded the attorneys’ fees and costs

portion of the prior judgment to the district court so that it

could undertake “a further analysis that [took] into account the

applicable Johnson factors.”         Best Med., 505 F. App’x at 284.

     In a thorough opinion, the district court conducted the

Johnson   analysis    and   awarded    EZN    fees   and    costs.    Best   now

appeals that decision.         For the reasons set forth below, we

affirm the district court’s judgment.



                                      I.

     We need not discuss all the specifics of the underlying

litigation,   as     that   matter    is     fully   covered    in   our   prior

                                       2
opinion.      See Best Med., 505 F. App’x at 282-84.                     Nonetheless,

we briefly summarize certain facts that are useful to understand

the context in which the current appeal arises.



                                            A.

       In 1999, AEA Technology-QSQ GmbH (“QSA”) entered into a

manufacturing agreement with one of Best’s predecessors.                          Under

that   agreement,       QSA     was    to   manufacture      “sources”    or    “source

trains”       of     strontium        and   sell     that     product     to     Best’s

predecessor.         At the end of that contract, Best was obligated to

decontaminate        and   decommission          QSA’s   manufacturing     production

lines in Germany used to make these sources.

       Best    failed      to   decontaminate        the    manufacturing      line   as

agreed, so QSA sued to enforce the contractual covenant.

       QSA and Best settled QSA’s suit under a 2008 Settlement

Agreement that provided Best was to complete its decontamination

work by a certain date and post a performance bond.                            Best was

also required to buy minimum orders of “source trains” that met

defined specifications.               Furthermore, the Settlement Agreement

provided      that    “the      prevailing       party   [would]   be    entitled     to

recover . . . reasonable attorneys’ fees and costs incurred” in

“any litigation” “brought for breach” of the agreement.                           (J.A.

62.)



                                             3
      The   Settlement    Agreement   soon    unraveled.      Best    did   not

timely perform the required decontamination work, which caused

EZN (having acquired QSA in 2009) to notify Best in 2010 that it

planned to do the work at Best’s expense.               Best also did not

post the performance bond.        For its part, Best complained that

EZN   was   producing    strontium    sources    that   did   not    meet   the

specifications    found    in   the   parties’    original    manufacturing

agreement.



                                      B.

      When the Settlement Agreement broke down, Best initiated a

suit raising three principal complaints:

      (1) that EZN was equitably estopped from conducting
      the decontamination and decommission task and from
      disposing of the production line in the course of
      decontaminating and decommissioning the production
      line; (2) that EZN breached the Settlement Agreement
      by not cooperating with Best; and (3) that EZN
      breached the Settlement Agreement by not providing
      Best with source trains and sources that met the
      specifications   of   the   original   Manufacturing
      Agreement.

Best Med., 505 F. App’x at 283.            Best sought certain injunctive

relief (including an injunction to stop EZN from breaking the

line down), sought “any monetary damages that [Best] sustained

as a result of [EZN]’s actions,” and sought a refund of payments

that it made for the supposedly “non-compliant” sources.                (J.A.




                                      4
51.)    The parties agreed that Best’s requested relief would have

been valued at no less than $8 million.

       In response, EZN filed a four-count compulsory counterclaim

under Federal Rule of Civil Procedure 13, alleging:

       (1) that Best breached the Settlement Agreement by
       failing to post a performance bond; (2) that Best
       breached the Settlement Agreement by failing to
       decontaminate and decommission the production line;
       (3) that Best fraudulently induced EZN to enter into
       the Settlement Agreement; and (4) that EZN should be
       awarded declaratory relief stating that Best had
       defaulted under the Settlement Agreement and that its
       default relieved EZN from any obligation to dispose of
       sources.

Best Med., 505 F. App’x at 283.

       Upon cross motions for summary judgment, the district court

ruled largely for EZN.      See Best Med. Int’l., Inc. v. Eckert &

Ziegler Nuclitec GmbH, No. 1:10-cv-617, 2011 WL 3951675 (E.D.

Va. Sept. 7, 2011).    The court held that Best had not adequately

established any of its claims.          Further, the court determined

that two of the four EZN counterclaims had not been shown.             As

to EZN’s second counterclaim, the court concluded that Best had

defaulted on its obligation under the Settlement Agreement to

decommission and decontaminate the German production lines, but

found that any damages claim should be arbitrated -- under an

arbitration   clause   in   the   Settlement   Agreement   --   once   EZN

completed its own cleanup efforts.       The district court dismissed




                                    5
the declaratory judgment count as “moot” because the court had

“ruled on all points raised” in that count.                          Id. at *7.

      EZN and Best each moved for attorneys’ fees and costs under

the Settlement Agreement.                  After determining that EZN was the

prevailing party, the district court proceeded to determine an

appropriate amount of attorneys’ fees and costs.                                The district

court began by detailing the appropriate analysis.                               First, the

district court recognized that it was to determine the lodestar

figure      by    multiplying        the       number    of    reasonable       hours     by    a

reasonable fee.           The district court acknowledged that it was to

assess      reasonableness          by     looking       to    the     twelve    factors       in

Johnson,         488    F.2d   at    717-19.            Second,      the   district       court

correctly explained that it was to deduct fees for time spent on

unsuccessful claims.                Third, the district court stated that it

was to award some percentage of the remaining fees to account

for   the    degree       of   success         enjoyed    by    the     prevailing      party.

Applying     this       analysis,        the    district       court    then    awarded     EZN

attorneys’ fees of $584,735.08 and costs of $32,892.61.                                    The

district court found those sums reasonable after “[t]aking the

Johnson factors into account.”                       (J.A. 588.)           The award also

reflected an approximately $38,000 voluntary reduction by EZN

for   fees        related      to    (1)       pre-litigation         activity,     (2)    its

unsuccessful           fraud   claim,      and    (3)    an    unsuccessful       motion       to

compel.      The district court concluded that no further reduction

                                                 6
was   necessary         to     reflect       EZN’s        lack      of    success      on    its

counterclaims because “there was no duplication involved over

and above the effort to defend itself against the claims in this

case.”     (J.A. 589.)

      In   the    initial      appeal,       we       affirmed      all   of    the   district

court’s decisions except as to attorneys’ fees and costs.                                     We

concluded        that        EZN’s        fees-and-costs            request       “might      be

unreasonably      excessive          in   the     absence      of    an   analysis      of   the

applicable       factors,”      which       the       district      court      had    conducted

“only in the most conclusory manner.”                          Best Med., 505 F. App’x

at 284.      Therefore, we vacated the fee and cost award so that

the district court could fully consider the Johnson factors on

remand.



                                                 C.

      Following our decision in the first appeal, EZN filed a

supplemental       petition          in    the        district      court      requesting     an

additional        fees-and-costs             award        of     roughly         $309,036.56,

representing amounts incurred after EZN’s original October 2011

fees-and-costs      petition.              EZN    also     included       an    approximately

$38,000     voluntary          reduction,             largely       pertaining         to    its

unsuccessful cross-appeal.

      The district court discussed EZN’s original fee petition

and the supplemental petition in a thorough opinion in April

                                                 7
2013.    See Best Med. Int’l, Inc. v. Eckert & Ziegler Nuclitec

GmbH, No. 1:10-cv-617, 2013 WL 1856095 (E.D. Va. Apr. 29, 2013).

In that opinion, the district court again identified the correct

three-step analysis for determining an appropriate award of fees

and costs.      The district court then addressed each of the twelve

Johnson factors that affect the reasonableness of a fee request

and form the basis of the lodestar amount.                      Specifically, it

found    that       Johnson    factors      one   (time     and     labor),      four

(opportunity        costs),     five     (customary    fee),      eight   (results

obtained), eleven (length of relationship), and twelve (awards

in similar cases), all justified the award.                    No Johnson factor

justified an enhancement of or deduction from EZN’s requested

amounts.      The district court determined that unsuccessful claims

had been accounted for through voluntary reductions by EZN’s

counsel,      and   a     further    percentage   reduction       was   unnecessary

given that all the claims were united by a common set of facts.

The district court then awarded EZN all of its requested fees

and costs after the voluntary reductions were applied.

       The district court issued an amended order that provided

that    EZN   was    to    receive     $871,414.49    in   attorneys’     fees    and

$55,249.76 in costs.          This timely appeal followed, over which we

have jurisdiction under 28 U.S.C. § 1291.




                                           8
                                             II.

       In an appeal from an award of attorneys’ fees, 1 our standard

of review is exceptionally deferential, as we apply a “sharply

circumscribed”          version    of   our       traditional   abuse-of-discretion

standard.         Robinson v. Equifax Info. Servs., LLC, 560 F.3d 235,

243 (4th Cir. 2009).              Under that standard, “the fee award must

not    be    overturned     unless      it     is     clearly   wrong.”      Id.     In

addition, “we will not ordinarily disturb the award even though

we might have exercised th[e] discretion [to award fees] quite

differently.”           Johnson v. Hugo’s Skateway, 974 F.2d 1408, 1418

(4th       Cir.   1992)    (quotation         marks     omitted).     We     defer   in

recognition        of     the     district        court’s   “close    and     intimate

knowledge of the efforts expended and the value of the services

rendered.”        In re A.H. Robins Co., 86 F.3d 364, 376-77 (4th Cir.

1996) (quotation marks omitted); EEOC v. Great Steaks, Inc., 667

F.3d 510, 517 (4th Cir. 2012) (“The fixing of attorneys’ fees is

peculiarly within the province of the trial judge, who is on the

scene and able to assess the oftentimes minute considerations

which weigh in the initiation of a legal action.” (quotation

marks omitted)).

           “It is for the district court in the first instance to

calculate an appropriate award of attorney’s fees.”                         Carroll v.

       1
           Best does not challenge the award of costs to EZN.



                                              9
Wolfpoff & Abramson, 53 F.3d 626, 628 (4th Cir. 1995).                                  The

district         court,    upon    remand,         has     done     so   in   an   opinion

addressing the Johnson factors.                    Under our standard of review,

Best       has   a     heavy   burden    to   present       a     case   on   appeal   that

warrants         our   overturning      the   district       court’s     determinations.

Not    only       would    another      reversal         continue    this     long-running

dispute, 2 but it would also invite future litigants to transform

their attorneys’ fees disputes into standalone pieces of major

appellate litigation.             See id. (“Reviewing fee awards solely for

abuse of a district court’s discretion restricts a litigant’s

propensity to engage in secondary or satellite litigation.”).

Encouraging this sort of never-ending review would conflict with

one of the most often repeated maxims in the attorneys’ fee

context: “[a] request for attorney’s fees should not result in a

second major litigation.”                Hensley v. Eckerhart, 461 U.S. 424,

437 (1983); see also Daly v. Hill, 790 F.2d 1071, 1079 n.10 (4th

Cir. 1986) (“[A]ppeals from awards of attorney’s fees, after the

merits of a case have been concluded, . . . must be one of the

least socially productive types of litigation imaginable[,] . .




       2
       Indeed, Best’s briefs -- asking us to parse most every
line of EZN’s bills on this second trip –- reads as an
invitation to turn this case into a nearly interminable dispute
over fees.



                                              10
.   [especially]        when    litigants       challenge   a   district       court’s

factual findings.” (quotation marks omitted)).

        Keeping our deferential standard of review in mind, we turn

to the merits of the dispute.



                                          III.

     As     the     district      court       correctly     recognized,        “courts

evaluate attorney’s fees under a reasonableness standard.”                         In

re Abrams & Abrams, P.A., 605 F.3d 238, 243 (4th Cir. 2010);

accord Chawla v. BurgerBusters, Inc., 499 S.E.2d 829, 833 (Va.

1998)    (explaining       that   party       seeking   fees    under   contractual

provision    must       show   that    fees   are   reasonable).        “The   proper

calculation of an attorney’s fee award involves a three-step

process.”     McAfee v. Boczar, 738 F.3d 81, 88 (4th Cir. 2013).

“First,     the    court       must    determine     the    lodestar     figure    by

multiplying       the    number   of    reasonable      hours   expended   times    a

reasonable rate.”         Id. (quotation marks omitted).            At this step,

the court should consider the so-called Johnson factors:

     (1) The time and labor expended; (2) the novelty and
     difficulty of the questions raised; (3) the skill
     required to properly perform the legal services
     rendered; (4) the attorney’s opportunity costs in
     pressing the instant litigation; (5) the customary fee
     for like work; (6) the attorney’s expectations at the
     outset of the litigation; (7) the time limitations
     imposed by the client or circumstances; (8) the amount
     in controversy and the results obtained; (9) the
     experience, reputation, and ability of the attorney;
     (10) the undesirability of the case within the legal

                                           11
        community in which the suit arose; (11) the nature and
        length   of  the   professional  relationship  between
        attorney and client; and (12) attorneys’ fees awards
        in similar cases.

Id. at 88 n.5; see also Robinson, 560 F.3d at 243 (“In deciding

what constitutes a ‘reasonable’ number of hours and rate, we

have instructed that a district court’s discretion should be

guided by the [Johnson] factors.”).                        Second, the court “must

subtract fees for hours spent on unsuccessful claims unrelated

to successful ones.”               McAfee, 738 F.3d at 88 (quotation marks

omitted).       Third,       and    finally,      the    court    “should     award      some

percentage of the remaining amount, depending on the degree of

success enjoyed by the [party].”                        Id. at 88 (quotation marks

omitted).

       Having    carefully         reviewed       the    record       and   the    parties’

arguments,      we   find     no    basis    to    reverse      the    district    court’s

determination that the attorneys’ fee award here was reasonable.

We affirm the award substantially for the reasons given by the

district court in its opinion.

       We   observe    that        the   district       court    applied     the   correct

legal and factual criteria.                 Best does not raise any objection

to    half of    the    lodestar         analysis:      the    reasonableness       of   the

rates    of   EZN’s     counsel.           Instead,       it    directs     many    of    its

objections to the reasonableness of EZN’s claimed hours.                                  Yet

the   district       court    carefully       applied      the    Johnson     factors      to


                                             12
measure       the    reasonableness             of    those       hours     and     appropriately

determined that they reflected an exercise of billing judgment.

Furthermore,             the        district          court’s        factual         conclusions,

chronicled in its comprehensive opinion on remand, find support

in the substantial evidence submitted by EZN in support of its

two    fee    petitions         and    the      expert      testimony       attesting       to   the

reasonableness of the claimed fees.                                Once the district court

correctly       calculated           the     lodestar        figure,        there    attached      a

“strong presumption” that the figure was reasonable.                                      Perdue v.

Kenny A., 559 U.S. 542, 554 (2010).

       Many of Best’s contentions on appeal relate to its belief

that    the    district         court       did      not    adequately       account       for   the

relief EZN actually obtained –- or did not obtain -- on its

claims.         Whether         such       arguments        are     premised        on    Johnson’s

“results       obtained”            factor      or    the     third       step’s     “degree      of

success”       adjustment,            they      afford       no     basis     to    reverse      the

district court.            The district court specifically held that “the

amount in controversy was substantial and EZN obtained favorable

results on the merits throughout the litigation in this Court

and    at     the    Fourth          Circuit         as     this     Court's       findings      and

conclusions of law and liability were affirmed.”                                         Best Med.,

2013    WL    1856095,         at    *4.        The       district    court’s       view    of   the

disposition         of    the    case      is     accurate        given     that    this    dispute

centered upon Best’s claims, not those brought as compulsory

                                                     13
counterclaims by EZN.         EZN was entirely successful in defending

Best’s claims.       Despite this broad success, the district court

nevertheless applied more than $50,000 in reductions for certain

less-than-fully-successful           claims    and   appeals.     Id.    at   *5-6.

Though the district court refused to make further deductions, it

did so because most of the claims were “united by a common core

of facts.”        Id. at *6, *7.            In light of that finding, the

district court might have in fact committed reversible error by

reducing the fees further.           See Bodziak v. Runyon, 145 F.3d 194,

197 (4th Cir. 1998) (reversing lower court judgment that reduced

fees and costs by 40 percent, where lower court had not made a

finding that the successful and unsuccessful claims were not

founded upon a “common core of facts”).                  We also cannot fault

the district court’s “common core” finding, as many of the facts

underlying       EZN’s   counterclaims        also   supported     its   defenses

against Best’s initial claims.                See, e.g., Parr v. Alderwoods

Grp., Inc., 604 S.E.2d 431, 435 (Va. 2004) (“[T]he first party

to materially breach the contract cannot enforce the provisions

of the . . . contract.”).

     Though we do not endeavor to address each of Best’s many

other attacks on the district court’s judgment, we note that

many of them –- if not all of them -- address matters that fall

within     the    heartland     of    the     district   court’s     discretion.

Compare,    e.g.,    (Opening    Br.    8-18    (arguing   that    the   district

                                        14
court awarded fees for hours that were excessive, unnecessary,

or duplicative)), with Daly v. Hill, 790 F.2d 1071, 1080 (4th

Cir. 1986) (noting that “[t]he district court was in the best

position to determine whether the efforts of the . . . attorneys

were   duplicative   [or]   .   .   .    reasonably   necessary   under   the

particular circumstances”).         Given that reality, we are not at

all left with “a definite and firm conviction that the court

below committed a clear error of judgment in the conclusion it

reached upon a weighing of the relevant factors.”            Belk, Inc. v.

Meyer Corp., U.S., 679 F.3d 146, 161 (4th Cir. 2012) (quotation

marks omitted).



                                        IV.

       For these reasons, then, the district court’s judgment on

attorneys’ fees and costs is

                                                                  AFFIRMED.




                                        15
