     Case: 19-20048      Document: 00515236438         Page: 1    Date Filed: 12/13/2019




           IN THE UNITED STATES COURT OF APPEALS
                    FOR THE FIFTH CIRCUIT   United States Court of Appeals
                                                     Fifth Circuit

                                                                              FILED
                                                                        December 13, 2019
                                      No. 19-20048
                                                                           Lyle W. Cayce
                                                                                Clerk
BARRY GROSS; BILLCUTTERZ, LLC,

               Plaintiffs - Appellees

v.

KEEN GROUP SOLUTIONS, LLC,

               Defendant - Appellant


                   Appeal from the United States District Court
                        for the Southern District of Texas
                             USDC No. 4:18-CV-2632


Before HIGGINBOTHAM, DENNIS, and HO, Circuit Judges.
PER CURIAM:*
       BillCutterz and Keen Group Solutions are bill reduction services
companies. They entered into a license agreement under which BillCutterz
provided Keen with proprietary intellectual property related to bill reduction
services in exchange for 3% “Royalties” on revenues related to “Bill Cutting
Services” and 1.5% “Commissions” on revenues derived from “Non-Bill Cutting
Services.” The terms are capitalized in the license agreement.
       Following a business dispute, the parties entered into arbitration. The
arbitrator found, in relevant part: (1) the license agreement was valid and

       * Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not
be published and is not precedent except under the limited circumstances set forth in 5TH
CIR. R. 47.5.4.
    Case: 19-20048     Document: 00515236438    Page: 2   Date Filed: 12/13/2019



                                    No. 19-20048
enforceable; (2) BillCutterz was entitled to $39,128.00 in unpaid “commissions
and royalties”; (3) BillCutterz was entitled to future “royalties and
commissions” for the duration of the license agreement; and (4) BillCutterz
was entitled to $382,673.75 in attorney’s fees, $44,943.18 in costs, and
$17,080.55 in expert fees. BillCutterz moved to convert the award into a
judgment in the district court. The court confirmed the arbitration award in
its entirety.
      Keen appeals, arguing that the words “royalties” and “commissions”
should have been capitalized in the arbitration award as they were in the
license agreement, and that the arbitrator lacked power to award attorney’s
fees, arbitration costs, or interest.
      We have reviewed the briefs, applicable law, relevant parts of the record,
and heard oral argument—including the parties’ express agreement during
oral argument that the terms “royalties” and “commissions” as used in the
arbitration award must be construed as defined in the license agreement. We
affirm.




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