           Case: 17-13617   Date Filed: 06/01/2018    Page: 1 of 22


                                                          [DO NOT PUBLISH]



             IN THE UNITED STATES COURT OF APPEALS

                     FOR THE ELEVENTH CIRCUIT
                       ________________________

                          Nos. 17-13617; 17-14426
                          Non-Argument Calendar
                        ________________________

                D.C. Docket No. 2:16-cv-00010-LGW-RSB



INTERNATIONAL AUTO LOGISTICS, LLC,

                                                Plaintiff-Counter Defendant -
                                                Appellee,

                                   versus

VEHICLE PROCESSING CENTER OF FAYETTEVILLE, INC.,

                                                Defendant-Counter Claimant -
                                                Appellant,

BRETT HARRIS, et al.,

                                                Defendants.

                        ________________________

                Appeals from the United States District Court
                    for the Southern District of Georgia
                       ________________________

                               (June 1, 2018)
              Case: 17-13617        Date Filed: 06/01/2018   Page: 2 of 22


Before MARCUS, ROSENBAUM and HULL, Circuit Judges.

PER CURIAM:

      In this breach of contract dispute, defendant Vehicle Processing Center of

Fayetteville, Inc. (“VPCF”) appeals from various orders of the district court, which

granted plaintiff International Auto Logistics, LLC’s (“IAL”) motion for summary

judgment, its motion for attorney’s fees and costs, and its motion for an amended

judgment to offset competing awards. After careful review of the record and the

briefs, we affirm those orders and the entry of final judgment in favor of the

plaintiff IAL in the amount of $19,965.82 against the defendant VPCF.

                               I.      BACKGROUND

A.    The GPC III Contract

      Plaintiff IAL is a government contractor that provides shipping and delivery

services. In early 2013, IAL began competing for a government contract known as

the “GPC III Contract.” The GPC III Contract involved shipping and storing

privately owned vehicles for eligible military service members and Department of

Defense civilian employees. In preparing its bid, IAL approached several

subcontractors, including defendant VPCF, about providing vehicle-processing and

-storage services under the GPC III Contract. IAL and VPCF eventually agreed

that, if IAL was awarded the contract, VPCF would operate a vehicle-storage

facility in South Carolina as a subcontractor for IAL.


                                             2
              Case: 17-13617      Date Filed: 06/01/2018     Page: 3 of 22


      In October 2013, the government notified IAL that its proposal was selected

for the GPC III Contract.

B.    The Subcontractor Agreement

      Consequently, IAL entered into a Subcontractor Agreement with VPCF to

operate a vehicle storage facility (the “Agreement”). On March 28, 2014, VPCF

executed the Agreement, and on April 9, 2014, IAL executed it too. The

Agreement set forth VPCF’s duties and responsibilities in Exhibit A and VPCF’s

compensation in Exhibit B. The Agreement did not permit amendments without

the express written authorization of both parties.

      As to duties, VPCF was required to “[p]erform the necessary functions to

establish, staff and operate” a vehicle-storage facility. Likewise, VPCF was

required to comply with federal law, including applicable “labor practices and

wage determinations.”

      As to costs, the Agreement provided that “[e]ach party shall bear all costs,

expenses, risks and liabilities incurred by it arising out of or relating to its

obligations, efforts or performance.” The Agreement also stated that VPCF would

handle “[a]ll necessary cost to fulfill [its] obligations” under the Agreement.

      As to compensation, the Agreement provided that “[n]either party shall have

any right to any reimbursement, payment or compensation of any kind from the

other,” except as provided in Exhibit B or by consent of the parties. In turn,


                                            3
              Case: 17-13617     Date Filed: 06/01/2018     Page: 4 of 22


Exhibit B to the Agreement set forth the amounts for VPCF’s compensation in a

rate schedule dated April 9, 2014. With respect to vehicle storage, IAL agreed to

pay VPCF a monthly per-vehicle rate that accounted for VPCF’s costs of

operation. Exhibit B’s rate schedule listed the costs that the parties expected

VPCF to pay, which included, inter alia, facility leasing, utilities, labor, supplies,

and other costs. The Agreement required that IAL pay VPCF within five business

days of when IAL received payment from the government.

      As to termination, if VPCF failed to perform or “endanger[ed] performance

of the GPCIII contract,” the Agreement permitted IAL to terminate after a notice

of default and a ten-day period for VPCF to cure. If the Agreement was terminated

for VPCF’s default, the Agreement entitled IAL to “excess costs to remediate

damages caused by [the] default.” Likewise, “[i]n any action initiated by either

party” for injunctive relief or “otherwise to prevent irreparable harm,” the

Agreement entitled the prevailing party to recover expenses, including reasonable

attorney’s fees.

C.    Incumbent-Contractor Protest and the Chester Facility

      Shortly after the government notified IAL that it was selected for the GPC

III Contract, the then-incumbent contractor protested the award to IAL by filing

with the Government Accountability Office. Pending resolution of this protest, the

government stayed IAL’s performance under the GPC III Contract. During this


                                           4
             Case: 17-13617     Date Filed: 06/01/2018   Page: 5 of 22


time, IAL attempted to find a suitable location for VPCF’s vehicle storage facility,

but both IAL and VPCF were cautious not to sign a lease until the government

approved IAL’s contract award. On May 1, 2014, after the previous contractor’s

protest ended, the government directed IAL to begin performance.

      But, by the time this occurred, many of the locations previously identified

for VPCF’s vehicle-storage facility were no longer available. Eager to begin the

GPC III Contract, and facing limited options, IAL chose a facility in Chester,

South Carolina for VPCF’s operation (the “Chester Facility”).

      As stated above, under Exhibit B and the Agreement generally, VPCF was

expected to lease the facility for its vehicle storage operation. However, when

VPCF attempted to lease the Chester Facility, the landlord insisted on a thorough

and lengthy vetting process, and, in any event, VPCF did not have the funds to post

the security deposit. Because of the delay already suffered, IAL ended up leasing

the Chester Facility with the understanding that the leasing costs would be offset

from VPCF’s compensation, which accounted for these costs. On May 1, 2014,

VPCF began performing under the Agreement.

D.    VPCF’s Labor Violation, IAL’s Cure Notice, and VPCF’s Response

      In September 2014, IAL discovered that VPCF was not performing all of the

required maintenance on stored vehicles and was not paying its employees

consistent with federal law. VPCF maintained that the condition of the Chester


                                         5
              Case: 17-13617     Date Filed: 06/01/2018   Page: 6 of 22


Facility made it impossible to store vehicles properly and that this also resulted in

financial issues that complicated VPCF’s operation.

      On October 9, 2014, IAL sent VPCF a cure notice, indicating that VPCF

was acting in violation of provisions of federal labor law. Specifically, the notice

stated that a VPCF employee had reported that VPCF was not paying its

employees on time, not allowing employees to cash their checks, not keeping

sufficient funds to clear payroll checks, not providing health and welfare benefits,

and not paying the applicable minimum wage, including a legally mandated fringe

benefit. The cure notice also stated that IAL felt VPCF’s conduct was “a condition

that is endangering the performance of the [GPC III] contract” and warned that

VPCF had ten days to cure these allegations before IAL terminated the Agreement

for VPCF’s default.

      IAL’s cure notice also advised VPCF of deficient performance in its

vehicle-storage operation, including insufficient personnel, improper training,

falsifying maintenance records, and a lack of resources and supplies to perform the

necessary maintenance. IAL concluded its cure notice by explaining, in great

detail, how VPCF could become compliant under the Agreement and by giving

notice that one of IAL’s representatives, Rod Mallette, would visit the Chester

Facility on October 23, 2014 to discuss VPCF’s progress.




                                          6
             Case: 17-13617     Date Filed: 06/01/2018   Page: 7 of 22


      On October 17, 2014, VPCF responded to IAL’s cure notice with its own

letter. VPCF’s response letter admitted that the unpaid fringe benefits were an

oversight on its part and that there was some delay in the July 2014 payroll. VPCF

claimed that the other payment allegations were “an isolated incident from one

employee who resigned his position within 2 months of employment.” VPCF’s

response letter avowed that it had “always been [VPCF’s] position to be in

compliance with every area of the business.” It also addressed each specific

allegation by IAL and listed what VPCF had done so far to ensure its compliance.

E.    Continued Correspondence and IAL’s Show Cause Letter

      IAL continued to monitor VPCF’s conduct and later learned that, despite its

response letter, VPCF had not addressed many of the issues contained in IAL’s

cure notice. In his deposition, Terry Johnson, the President of VPCF, admitted that

VPCF’s payroll was not being paid on time by August 2014 and that some of

VPCF’s employees had been asked not to cash their pay checks. Yet, Johnson

claimed that this was the result of IAL’s failure to pay VPCF. IAL maintained

that, even though it had not received payment from the government, IAL had paid

VPCF $544,934.36 to assist with VPCF’s cash flow problems.

      On November 4, 2014, IAL sent VPCF a show cause letter regarding its

response to IAL’s cure notice. IAL’s show cause letter indicated that VPCF’s

response had “fail[ed] to address some of the primary areas of concern” and that its


                                         7
              Case: 17-13617    Date Filed: 06/01/2018    Page: 8 of 22


plan for compliance was incomplete. The IAL letter warned that VPCF employees

should not be subject to retribution for reporting issues to IAL and also indicated

that, during his visit in late October 2014, IAL’s representative had noted

continuing concerns that were discussed in IAL’s cure notice. IAL’s show cause

letter concluded that IAL was considering termination of the Agreement and that

VPCF had ten days from receipt of the November 4, 2014 letter to present

mitigation evidence regarding its failures to perform.

      On November 14, 2014, VPCF responded to IAL’s show cause letter,

indicating every step it had taken to correct the issues mentioned in IAL’s cure

notice. As to the wage issues, VPCF stated that it had notified each employee of

its errors, issued new job offer letters explaining the change, notified employees of

payment, and self-disclosed VPCF’s oversight with the Department of Labor’s

regional office in Raleigh, North Carolina. With respect to performance, VPCF

listed several ways it was attempting to correct its vehicle-maintenance and storage

policies.

F.    Termination of the Agreement and Payment Dispute

      On December 3, 2014, IAL sent VPCF a notice of termination, effective

December 5, 2014. This termination notice stated that IAL would pay VPCF on a

pro-rata basis for the monthly per-vehicle rate, which was set forth in Exhibit B of

the Agreement, less any excess costs incurred by IAL as a result of VPCF’s default


                                          8
                Case: 17-13617        Date Filed: 06/01/2018       Page: 9 of 22


in performance. In a separate letter sent that same day, IAL identified the reasons

why it was terminating the Agreement. Those reasons included continued

complaints by employees about payroll and VPCF’s noted failures to perform in

maintenance, recordkeeping, and training. Two days later, IAL took over

operation of the Chester Facility.

       After termination of the Agreement, IAL attempted to negotiate a payout

with VPCF by calculating VPCF’s gross revenue earned ($907,172.17) and

offsetting that amount against IAL’s prior payments ($544,934.36) and the

amounts IAL had paid on VPCF’s behalf to third parties ($305,791.23). The

amount paid on VPCF’s behalf included IAL’s payment of the lease rent for the

Chester Facility, as well as utility costs, vehicle-repair costs, landscaping, wireless

radios, and the installation of an electronic gate at the Chester Facility. Based on

its calculations and the offset, IAL offered to pay VPCF $56,446.58 to conclude

their dealings. VPCF rejected IAL’s calculations, including the offset costs.

VPCF claimed that IAL previously had promised to pay VPCF a fixed percentage

of the entire amount that IAL would receive from the government for vehicle

storage under the GPC III Contract, which amounted to several million dollars

more than IAL’s suggested calculations. 1


       1
        The parties’ briefs on appeal redacted this fixed percentage from the public file but
included it in the copies filed under seal. As such, we refer to a “fixed percentage” instead of
using the actual number of the percentage.
                                                 9
             Case: 17-13617     Date Filed: 06/01/2018   Page: 10 of 22


      During these negotiations, IAL began receiving harassing emails and

correspondence from a consultant, Brett Harris, who purported to represent

VPCF’s interests. When intimidation of IAL apparently failed, Harris began a

smear campaign by lodging anonymous complaints against IAL in various state

agencies, contacting IAL’s federal-government customer contact, and threatening

IAL employees with legal action.

G.    IAL’s Complaint

      On January 15, 2016, IAL filed this lawsuit against defendants VPCF, Brett

Harris, and Brett Harris Consulting. IAL sought a declaratory judgment as to the

amount it owed VPCF and asserted claims for tortious inference, tortious coercion,

and deceptive trade practices against all three defendants. IAL alleged, inter alia,

that—as a result of the dispute over money owed under the Agreement—VPCF

had hired Brett Harris to harass IAL and interfere with IAL’s industry

relationships. Aside from a declaration as to the amount owed to VPCF, IAL also

sought compensatory and punitive damages, a permanent injunction against all

three defendants, and costs and attorney’s fees.

      On March 11, 2016, VPCF answered IAL’s complaint and filed a

counterclaim. In its counterclaim, VPCF alleged a claim for breach of contract

against IAL and sought damages of not less than $2,000,000.00, plus reasonable

attorney’s fees. Defendants Brett Harris and Brett Harris Consulting failed to


                                         10
             Case: 17-13617     Date Filed: 06/01/2018   Page: 11 of 22


answer IAL’s complaint and went into default, and thus the district court entered a

permanent injunction against them.

      IAL later stipulated to the dismissal of the harassment-based tort claims

against VPCF. This left two claims in the case: (1) IAL’s declaratory judgment

action against VPCF claiming that IAL owed VPCF only $56,446.58 under the

terminated Agreement; and (2) VPCF’s counterclaim seeking damages in excess of

$2,000,000.00 for IAL’s breach of the Agreement.

H.    IAL’s Motion for Summary Judgment

      On October 31, 2016, IAL moved for summary judgment against VPCF as

to both IAL’s declaratory judgment action and VPCF’s counterclaim. Relevant to

this appeal, IAL argued that: (1) VPCF breached the Agreement by failing to pay

its employees consistent with federal law, by failing to cure this deficiency within

the time period in the Agreement, and by failing to perform required maintenance

on all stored vehicles; (2) IAL did not breach the Agreement by terminating VPCF

for default after 30 days of VPCF’s failure to cure; and (3) IAL correctly

calculated the maximum amount due to VPCF by subtracting the costs IAL

incurred on VPCF’s behalf from VPCF’s monthly per-vehicle rate under the

Agreement. IAL contended that the maximum amount possibly due to VPCF was




                                         11
              Case: 17-13617      Date Filed: 06/01/2018     Page: 12 of 22


$59,446.58, which reflected a $3,000 adjustment for lawn care services that IAL

no longer sought to offset from VPCF’s compensation.2

       In its response brief, VPCF recounted deposition testimony but simply

argued that IAL had failed to show that it was entitled to summary judgment.

I.     District Court’s Order on Summary Judgment

       On May 16, 2017, the district court granted summary judgment in favor of

IAL and found that IAL had correctly calculated the amount ($59,446.58) it owed

VPCF under the Agreement.

       The district court first determined that VPCF had breached the Agreement.

In more detail, the Agreement required VPCF’s compliance with federal law, and

any failure to comply with federal law authorized IAL to terminate the Agreement

for default after giving VPCF ten days to cure. Under federal law, the Service

Contract Act, 41 U.S.C. § 6701 et seq., requires contractors engaged in

government service contracts to pay certain fringe benefits to their employees. See

41 U.S.C. § 6703(2). The district court found that VPCF had admittedly failed to

provide these benefits to its employees and did not correct the issue within the time

prescribed by the Agreement.

       Next, the district court reviewed IAL’s calculations for the amount owed to

VPCF and found that they were “undisputedly proper.” Specifically, the

       2
         IAL’s complaint alleged the amount due VPCF was $56,446.58, but without the lawn
care offset, the amount became $59,446.58.
                                            12
              Case: 17-13617    Date Filed: 06/01/2018   Page: 13 of 22


Agreement identified Exhibit B as the sole basis for any party’s right to

“reimbursement, payment or compensation of any kind,” and Exhibit B set forth a

monthly rate schedule for VPCF’s compensation. The amounts in the rate

schedule took into account the various costs that VPCF was obligated to pay under

the Agreement.

      The district court found that the language of the Agreement was clear and

unambiguous as to this rate schedule, and thus it rejected VPCF’s unsupported

contention that it was entitled to a fixed percentage of IAL’s revenue for vehicle

storage under the GPC III Contract (which percentage represented nearly all of

IAL’s revenue). The district court explained: (1) that VPCF’s total compensation

was based on a monthly per-vehicle rate; (2) that the reference to a fixed

percentage in the rate schedule was not to IAL’s compensation from the

government, but rather was to a breakdown of VPCF’s own compensation; and

(3) that the fixed percentage represented what percent of VPCF’s total

compensation was for vehicle storage and what percent was for administrative

processing.

      With respect to the amounts IAL paid on VPCF’s behalf to lease and operate

the Chester Facility, the district court found that IAL had properly offset these

amounts against what IAL owed VPCF in compensation. In the event of a

termination for default, the Agreement permitted IAL to recover excess costs


                                          13
             Case: 17-13617     Date Filed: 06/01/2018    Page: 14 of 22


caused by VPCF’s default. To that end, IAL sought leasing and utility costs it had

paid at the Chester Facility, which the district court found were costs assigned to

VPCF under the Agreement and were built into VPCF’s compensation. Similarly,

the district court found that the other items (vehicle repair, landscaping, wireless

radios, and the electronic gate) were properly offset as necessary costs for VPCF to

“fulfill [its] obligations” under the Agreement—namely, to operate the vehicle

storage facility. As to both the declaration sought by IAL and VPCF’s breach-of-

contract counterclaim, the district court entered summary judgment in favor of

IAL. The district court determined that IAL owed VPCF $59,446.58.

Accordingly, IAL effectively prevailed on both its complaint and VPCF’s

counterclaim against IAL.

J.    IAL’s Motion for Costs and Attorney’s Fees

      On May 30, 2017, IAL moved for costs and attorney’s fees. VPCF opposed

the motion, arguing: (1) IAL was not the prevailing party; (2) the Agreement

provided no basis for awarding fees; (3) IAL never tendered money to VPCF; and

(4) IAL’s requested fees were not specific enough. The district court concluded

that, under the terms of the Agreement, IAL was entitled to recover costs and

attorney’s fees in the amount of $79,412.40.

      On July 18, 2017, the district court entered judgment in favor of IAL,

declaring that IAL owed $59,446.58 to VPCF and awarding $79,412.40 in costs


                                          14
             Case: 17-13617    Date Filed: 06/01/2018   Page: 15 of 22


and attorney’s fees to IAL. VPCF filed a timely notice of appeal, challenging the

district court’s orders on summary judgment and costs and attorney’s fees, as well

as its final judgment.

K.    IAL’s Motion to Amend the District Court’s Judgment

      Thereafter, pursuant to Federal Rule of Civil Procedure 59(e) and O.C.G.A.

§ 9-13-75, IAL moved to alter or amend the district court’s judgment by setting off

the competing awards for IAL’s attorney’s fees and the amount owed to VPCF,

which would result in a net judgment for IAL in the amount of $19,965.82.

In support of its motion, IAL stated that VPCF was indebted to the Internal

Revenue Service (“IRS”) in the amount of $233,791.65 plus interest and that the

IRS had “already begun collection activities.” Under the district court’s judgment,

IAL would be forced to pay VPCF $59,446.58 but would never see the award of

costs and attorney’s fees of $79,412.40 in return. In its opposition brief, VPCF

argued that IAL’s citation to Georgia law on offsetting judgments was “not

persuasive” and that IAL’s assertion that VPCF was in collections with the IRS

was unfounded.

      The district court granted IAL’s motion, subtracted the declaratory judgment

amount from the award of costs and attorney’s fees, and amended the judgment to

reflect an award to IAL in the amount of $19,965.82. VPCF filed an amended




                                         15
               Case: 17-13617       Date Filed: 06/01/2018       Page: 16 of 22


notice of appeal, adding the district court’s order on IAL’s motion to amend the

judgment and the district court’s amended judgment.

                                    II.    DISCUSSION

       On appeal, VPCF claims the district court erred on the following five issues:

(1) determining that VPCF breached the Agreement; (2) finding that there were no

disputed issues of material fact; (3) determining the amount that IAL owed VPCF;

(4) awarding attorney’s fees to IAL; and (5) amending its judgment to offset the

awards between IAL and VPCF. VPCF identifies these five issues but its brief on

appeal discusses only the determination as to the amount owed to VPCF and the

award of attorney’s fees to IAL. Therefore, we address only the two issues briefed

by VPCF. 3 See Sapuppo v. Allstate Floridian Ins. Co., 739 F.3d 678, 681 (11th

Cir. 2014) (“We have long held that an appellant abandons a claim when he either

makes only passing references to it or raises it in a perfunctory manner without

supporting arguments and authority.”); Singh v. U.S. Att’y Gen., 561 F.3d 1275,


       3
         It may be that VPCF focuses on these two issues because the other three so clearly lack
merit. For example, as to VPCF’s breach of the Agreement, it is undisputed that VPCF violated
federal law when it failed to pay its employees the required fringe benefits under the Service
Contract Act, which constituted a breach of the Agreement between IAL and VPCF. Likewise,
VPCF failed to cure this mistake within the period provided in the Agreement.
        In addition, the terms of the Agreement were clear and unambiguous, and the district
court properly applied them to this dispute when it granted summary judgment in favor of IAL.
VPCF’s brief fails to explain what factual determinations VPCF believes the district court
improperly made.
        Further, as to the competing awards, the district court did not err by offsetting these
amounts in its amended judgment. This practice is permitted under Georgia law, and VPCF
provides no authority to the contrary. See O.C.G.A. § 9-13-75 (“One judgment may be set off
against another . . . . The balance on the larger is collectable under execution.”).
                                               16
             Case: 17-13617     Date Filed: 06/01/2018   Page: 17 of 22


1278 (11th Cir. 2009) (“[A]n appellant’s simply stating that an issue exists,

without further argument or discussion, constitutes abandonment of that issue and

precludes our considering the issue on appeal.”).

A.    Amount Owed to VPCF

      This Court reviews de novo the district court’s grant of summary judgment.

Quigg v. Thomas Cty. Sch. Dist., 814 F.3d 1227, 1235 (11th Cir. 2016). Likewise,

we review de novo issues of contract interpretation. Nat’l Fire Ins. Co. v. Fortune

Constr. Co., 320 F.3d 1260, 1267 (11th Cir. 2003).

      The Agreement between IAL and VPCF is governed by Georgia law. Under

Georgia law, contract construction begins with determining whether the contract’s

language is clear and unambiguous. See City of Baldwin v. Woodard & Curran,

Inc., 743 S.E.2d 381, 389 (Ga. 2013). If it is, the court will simply enforce the

contract according to its clear terms. Id. Unless otherwise noted, the words in a

contract carry their ordinary meanings. Atlanta Dev. Auth. v. Clark Atlanta Univ.,

Inc., 784 S.E.2d 353, 357 (Ga. 2016). Here, we agree with the district court that

the Agreement was clear and unambiguous.

      Nonetheless, VPCF claims that the district court erred: (1) by utilizing the

monthly per-vehicle rate listed in Exhibit B to the Agreement; and (2) by offsetting

VPCF’s compensation based on costs that VPCF was obligated to pay but that IAL

paid on VPCF’s behalf to perform under the Agreement. Also, for the first time on


                                         17
                Case: 17-13617       Date Filed: 06/01/2018        Page: 18 of 22


appeal, VPCF claims that IAL made these payments voluntarily and has

surrendered its right to recover them under Georgia law. See O.C.G.A. § 13-1-13.

We address only the arguments preserved on appeal, which excludes VPCF’s

argument about the voluntary payment defense. 4 See Access Now, Inc. v. Sw.

Airlines Co., 385 F.3d 1324, 1335 (11th Cir. 2004) (explaining that we need not

address a claim “raised for the first time on appeal, without any special

conditions”).

       The district court properly concluded that VPCF’s compensation was based

on the monthly per-vehicle rate listed in Exhibit B to the Agreement. The

Agreement stated that the “right to any reimbursement, payment or compensation

of any kind from the other” would be governed by Exhibit B or by consent of the

parties. The rate schedule contained in Exhibit B demonstrated that the parties

intended VPCF to receive compensation based on a monthly per-vehicle basis, not

a fixed percentage of IAL’s total revenue for vehicle storage under the GPC III

Contract.5 As the district court properly found, the reference to a fixed percentage


       4
          Even if we were to address VPCF’s argument regarding the voluntary payment defense,
it is without merit. The Agreement explicitly stated that VPCF was financially responsible for
all “necessary costs” to fulfill its obligations under the contract. So, even if IAL initially paid
these costs to ensure that VPCF could perform under the contract, the Agreement ultimately
placed the responsibility for these costs on VPCF. In any event, the voluntary payment defense
does not apply to payments made “under an urgent and immediate necessity.” See O.C.G.A.
§ 13-1-13.
       5
         Although not finalized when the Agreement was executed, the rate sheets were provided
long before performance began. Nothing in the record suggests that VPCF ever objected to the
rate schedule, until this dispute arose.
                                                18
              Case: 17-13617     Date Filed: 06/01/2018     Page: 19 of 22


in Exhibit B was “patently not a promise that VPCF would receive virtually all of

IAL’s government revenue.”

      We also agree with the district court’s conclusion that IAL could properly

offset costs paid on VPCF’s behalf. The Agreement contemplated that VPCF

would “[p]erform the necessary functions to establish, staff and operate” a vehicle-

storage facility. In staffing and operating a storage facility, VPCF was expected to

“bear all costs, expenses, risks and liabilities incurred by it arising out of or

relating to its obligations, efforts or performance.” Equally, Exhibit A to the

Agreement stated that VPCF would take on “[a]ll necessary cost to fulfill [its]

obligations.” This same idea was reflected in the rate schedule contained in

Exhibit B.

      The monthly per-vehicle rate for VPCF was based on VPCF’s expected

costs, some of which VPCF did not pay. Instead, IAL paid these costs to protect

its own interest in VPCF’s continued performance under the GPC III Contract.

IAL paid VPCF’s vendors to satisfy debts that VPCF had incurred in connection

with its performance under the Agreement so that VPCF could continue to operate

the Chester Facility. Consistent with the Agreement, IAL offset these costs against

VPCF’s compensation, which accounted for these costs being paid by VPCF.

Under these facts, the district court did not err by offsetting the costs that IAL paid




                                           19
               Case: 17-13617   Date Filed: 06/01/2018    Page: 20 of 22


on VPCF’s behalf or by finding that such an offset was supported by the terms of

the Agreement. We now turn to the issue of attorney’s fees.

B.    Award of Attorney’s Fees to IAL

      The trial court’s award of attorney’s fees is reviewed under the abuse of

discretion standard. Perez v. Wells Fargo N.A., 774 F.3d 1329, 1342 (11th Cir.

2014). Under Federal Rule of Civil Procedure 54, “[a] claim for attorney’s fees

and related nontaxable expenses must be made by motion unless the substantive

law requires those fees to be proved at trial as an element of damages.” FED. R.

CIV. P. 54(d)(2)(A).

      VPCF argues that IAL was not entitled to attorney’s fees under the

Agreement because IAL did not obtain injunctive relief against VPCF. VPCF also

argues that IAL’s request for attorney’s fees was not supported by competent

evidence and that IAL is entitled to only partial fees because it did not prevail on

all of its claims. See Krayev v. Johnson, 757 S.E.2d 872, 879–80 (Ga. App. Ct.

2014) (noting general rule that fees must be apportioned to claims on which the

plaintiff prevailed). For the reasons that follow, we disagree with both of these

contentions.

      First, while it is true that IAL later withdrew its tort claims against VPCF

and did not ultimately obtain injunctive relief against VPCF, nothing in the

Agreement required that IAL obtain injunctive relief in order to recover costs and


                                          20
             Case: 17-13617     Date Filed: 06/01/2018    Page: 21 of 22


attorney’s fees. The Agreement provided that (1) “[i]n any action initiated by

either party” for injunctive relief (2) the “prevailing party” was entitled to recover

its expenses, including reasonable attorney’s fees. The district court aptly

concluded that IAL was entitled to attorney’s fees by explaining as follows:

      Section 26’s two requirements [for attorney’s fees], initiation and
      prevailing, are independent of each other. The last paragraph refers to
      “any action.” That means the parties intended for it to apply to a
      broader suit that grew out of an effort to seek injunctive relief—like
      this one. Further, the paragraph refers to any action “initiated” under
      section 26, rather than limiting fees to an action resulting in relief
      mentioned therein. The paragraph also uses the term “prevailing
      party,” without qualification. Id. Had the parties meant to narrow this
      to a party who received injunctive relief against the other, they could
      have said so. Turning from text to context, the last paragraph is
      physically separate from the third. Under section 26, then, seeking
      injunctive relief under the third paragraph opened the door to a
      broader case, the prevailing party of which was authorized by the last
      paragraph to seek costs and fees. The subcontract lets IAL recover
      fees here.

      Second, the district court was not required to reduce IAL’s attorney’s fees on

account of IAL’s withdrawn tort claims against VPCF. IAL obtained substantial

relief in this case. See also Hensley v. Eckerhart, 461 U.S. 424, 440, 103 S. Ct.

1933, 1943 (1983) (“Where a lawsuit consists of related claims, a plaintiff who has

won substantial relief should not have his attorney’s fee reduced simply because

the district court did not adopt each contention raised.”). IAL obtained a

declaratory judgment stating that IAL owed VPCF only $59,446.58 and summary

judgment on VPCF’s counterclaim that IAL owed over $2,000,000.00 under the


                                          21
              Case: 17-13617    Date Filed: 06/01/2018   Page: 22 of 22


Agreement. IAL also obtained a permanent injunction against both Brett Harris

and Brett Harris Consulting for claims related to VPCF’s payment dispute under

the Agreement. See Krayev, 757 S.E.2d at 880 (noting exception to

successful-claim fee apportionment where the “claims are so similar that it would

be too difficult to separate the hours spent on each”). A fee reduction was not

warranted on these facts.

       Additionally, we find no deficiency in the evidence supporting IAL’s request

for attorney’s fees. Based on the affidavits and invoices submitted by IAL, the

district court did not abuse its discretion by awarding IAL $79,412.40 in costs and

attorney’s fees.

                               III.   CONCLUSION

       For all of these reasons, we affirm the orders and final judgment of the

district court.

       AFFIRMED.




                                         22
