                                                                                                                           Opinions of the United
2004 Decisions                                                                                                             States Court of Appeals
                                                                                                                              for the Third Circuit


10-13-2004

Tyler v. O'Neill
Precedential or Non-Precedential: Non-Precedential

Docket No. 03-4857




Follow this and additional works at: http://digitalcommons.law.villanova.edu/thirdcircuit_2004

Recommended Citation
"Tyler v. O'Neill" (2004). 2004 Decisions. Paper 233.
http://digitalcommons.law.villanova.edu/thirdcircuit_2004/233


This decision is brought to you for free and open access by the Opinions of the United States Court of Appeals for the Third Circuit at Villanova
University School of Law Digital Repository. It has been accepted for inclusion in 2004 Decisions by an authorized administrator of Villanova
University School of Law Digital Repository. For more information, please contact Benjamin.Carlson@law.villanova.edu.
                    UNITED STATES COURT OF APPEALS
                         FOR THE THIRD CIRCUIT
                                           NOT PRECEDENTIAL




                                   No. 03-4857


                                 GARY C. TYLER,

                                       Appellant

                                          v.

                GEORGE M. O'NEILL; MICHELENIA O'NEILL;
                     W.M. M. HENDRICKSON INC.



                  On Appeal from the United States District Court
                     for the Eastern District of Pennsylvania
                           (D.C. Civ. No. 97-cv-03353)
                     Magistrate Judge: Hon. Thomas J. Rueter
                                     _______

                  Submitted Pursuant to Third Circuit LAR 34.1(a)
                                 October 7, 2004

       Before: SLOVITER, VAN ANTWERPEN and COW EN, Circuit Judges

                       (Filed:   October 13, 2004           )

                                     ________

                           OPINION OF THE COURT


VAN ANTWERPEN, Circuit Judge.


     Appellant Gary C. Tyler challenges the Order of the Magistrate Judge entered on
November 24, 2003, which affirmed the Clerk of Court’s taxation of costs in favor of

Defendants/Appellees, and the District Court’s Order of December 8, 2003, which

entered judgment in favor of Defendants and against Plaintiff in the amount of $3,787.03.

For the following reasons, we hold that the District Court’s assessment of prevailing party

status under Federal Rule of Civil Procedure 54(d)(1) in favor of Appellees and

consequent affirmation of the Clerk of Court’s taxation of costs against Appellant was

proper. Accordingly, the District Courts order is affirmed.

                                           I. Facts

       As this opinion is written for the benefit of the parties, we briefly discuss only the

pertinent facts. Appellant commenced this action on May 12, 1997, alleging breach of

fiduciary duty, fraud, violation of RICO and conspiracy to violate RICO arising out of his

10% shareholder interest in William M. Henrickson, Inc. (“Hendrickson”). Appellant

proceeded to trial on six claims, for which he was seeking in excess of one million

dollars; Appellees filed a counterclaim challenging Appellant’s 10% ownership in

Hendrickson. During the course of litigation, the court compelled Appellees to produce

records Appellant sought pursuant to 15 Pa. C.S.A. § 1508, thus mooting Appellant’s

claim for access to books and records. In addition, Appellant’s claim for wages owed

pursuant to 43 P.S. § 260.1 et seq. was settled pre-trial for $5,000.00.

       On June 4, 1998, a jury found Appellees liable for breach of fiduciary duty and

fraud to Appellant individually, but not liable on Appellant’s other individual claims or



                                              2
on the derivative claims. The jury awarded compensatory damages to Appellant in the

amount of $225,000.00 against Appellee George O’Neill and $0 against Appellee

Michelenia O’Neill. The jury found in favor of Appellant on the Appellees’

counterclaim. The court entered Civil Judgments accordingly.

       Appellees filed a post-trial motion for judgment as a matter of law to vacate, alter,

or amend judgment. Based upon the jury’s finding that Appellant should have known of

the fraud in March, 1991, the court determined that Appellant’s claims of fraud and

breach of fiduciary duty were barred by the applicable statute of limitations. On

December 15, 1998, the court entered an Order vacating the Civil Judgments entered in

accordance with the jury’s findings. The jury verdict on the counterclaim in favor of

Appellant was not disturbed. The Third Circuit affirmed the judgment notwithstanding

the verdict in favor of Appellees. Tyler v. O’Neill, 189 F.3d 465 (3d Cir. 1999) (table),

cert. denied, 528 U.S. 1137 (2000).

       On April 8, 2003, the Clerk of Court entered a taxation of costs in favor of

Appellees in the amount of $3,787.03. In a Memorandum and Order entered on

November 24, 2003, the District Court affirmed the Clerk’s taxation of costs. A final

judgment in favor of Appellees was entered on December 8, 2003.

                                      II. Jurisdiction

       The District Court had subject matter jurisdiction over Appellant’s state law claims

pursuant to 18 U.S.C. § 1332 and also pursuant to 18 U.S.C. § 1331, as supplemental to



                                             3
Appellant’s federal claims. This Court has jurisdiction pursuant to 28 U.S.C. § 1291.

                                         III. Analysis

                                  A. Standard of Review

       The question of whether a party is the “prevailing party” for purposes of awarding

costs pursuant to Rule 54(d) is a legal issue subject to plenary review. Institutionalized

Juveniles v. Sec’y of Public Welfare, 758 F.2d 897, 926 (3d Cir. 1985). While we

exercise plenary review of legal questions pertaining to Rule 54(d)(1), we review the

district court’s application of those legal precepts for abuse of discretion. See In re Paoli

R.R. Yard PCB Litig., 221 F.3d 449, 458 (3d Cir. 2000). We review the district court’s

findings of fact for clear error. Coalition to Save Our Children v. State Board of Educ. of

Del., 90 F.3d 752, 759 (3d Cir. 1996).

                                     B. Taxing of Costs

       The taxing of costs is governed by Fed. R. Civ. P. 54(d)(1), which provides in

relevant part:

       Except when express provision therefor is made either in a statute of the
       United States or in these rules, costs other than attorneys’ fees shall be
       allowed as of course to the prevailing party unless the court otherwise
       directs; . . . Such costs may be taxed by the clerk on one day’s notice. On
       motion served within 5 days thereafter, the action of the clerk may be
       reviewed by the court.

Fed. R. Civ. P. 54(d)(1).

       Appellant advances two arguments in support of the contention that Appellees

were not the “prevailing party” for purposes of assessing costs. First, Appellant

                                              4
maintains that he was the prevailing party because he was afforded concrete relief in the

course of the litigation--namely, that he succeeded in obtaining access to Hendrickson’s

books and records, and payment of wages. Alternatively, Appellant asserts that neither

party was the prevailing party because Appellees lost on their counterclaim, which

Appellant contends presented a critical issue in the litigation and required proof outside

the scope of Appellant’s claims. Consequently, he asserts that each party should be

responsible for its own costs.

       In this Circuit, the standard used for determining prevailing party status is

“whether plaintiff achieved ‘some of the benefit sought’ by the party bringing the suit.”

Institutionalized Juveniles, 758 F.2d at 910 (citations omitted). In applying this standard,

it is important to identify the relief plaintiff sought and, when relevant, the legal theories

upon which relief was based. Id. at 911. Ordinarily, a party in whose favor judgment is

rendered is the prevailing party for purposes of Rule 54(d). 10 Charles Alan Wright,

Arthur R. M iller & Mary Kay Kane, Federal Practice & Procedure § 2667 (3d ed. 1998).

Because the test focuses on the relief actually obtained, however, “[i]n assessing who is a

prevailing party, we look to the substance of the litigation’s outcome,” and “refuse to give

conclusive weight to the form of the judgment.” Ross v. Horn, 598 F.2d 1312, 1322 (3d

Cir. 1979), cert. denied, 448 U.S. 906, 100 S.Ct. 3048, 65 L.Ed.2d 1136 (1980). It

logically follows from this approach that a party is prevailing to the extent extrajudicial

relief renders claims moot. Institutionalized Juveniles, 758 F.2d at 911 (citing Horn, 598



                                               5
F.2d at 1322). Moreover, significant to the prevailing party inquiry is whether the

resolution of the dispute materially altered the legal relationship between the parties. See

Truesdell v. Philadelphia Hous. Auth., 290 F.3d 159, 163-64 (3d Cir. 2002). This may

occur through, for example, an enforceable judgment on the merits, or a settlement

agreement enforceable through a court-ordered consent decree. Buckhannon Bd. And

Care Home, Inc. v. West Virginia Dept. Of Health and Human Res., 532 U.S. 598, 604,

121 S.Ct. 1835, 149 L.Ed.2d 855 (2001).

       Where a defendant successfully defends against a plaintiff’s substantial claims and

judgment is entered accordingly, the defendant is generally considered the prevailing

party for purposes of Rule 54(d)(1). See, e.g., Russian River Watershed Protection

Comm. v. City of Santa Rosa, 142 F.3d 1136, 1144 (9 th Cir. 1998). In light of the rule

that “a determination of who is the prevailing party for purposes of awarding costs should

not depend on the position of the parties at each stage of the litigation but should be made

when the controversy is finally decided,” W right, Miller & Kane, supra § 2667, we agree

with the District Court that Appellant’s success in obtaining discovery and pre-trial

settlement of one of his minor claims does not justify awarding him prevailing party

status. Appellant failed to obtain relief on any of his major claims; his limited pre-trial

success is insignificant in the context of the relief sought by the entire Complaint.

Indeed, on all Appellant’s major claims, judgment was entered in favor of Appellees.

       Appellant’s alternative argument that neither party is the prevailing party because



                                              6
Appellees did not prevail on their counterclaim is likewise unpersuasive under these

circumstances. Appellant relies primarily on Kropp v. Ziebarth, 601 F.2d 1348, 1358

n.27 (8 th Cir. 1979) and Srybnik v. Epstein, 230 F.2d 683, 686 (2d Cir. 1956) in support

of the proposition that when neither plaintiff nor defendant prevails on its claim, costs

should be denied to both parties. Significantly, however, neither the Second nor Eighth

Circuits purport to create an unqualified rule to this effect. Rather, a case-specific inquiry

must be undertaken to determine whether, under circumstances where neither party

triumphs on its claim, one party can nonetheless be deemed the prevailing party. While

some courts have appropriately denied awarding costs to either party when neither party

has prevailed on its claims, see, e.g., Magee v. McNany, 11 F.R.D. 592 (W.D. Pa. 1951),

others have appropriately taxed costs in favor of a defendant who failed to sustain a

counterclaim yet successfully defended against a plaintiff’s substantial claims, see, e.g.,

Scientific Holding Co. v. Plessy, Inc., 510 F.2d 15, 28 (2d Cir. 1974); Brenner v. World

Boxing Council, 675 F.2d 445, 456 (2d Cir. 1982); Lacovara v. Merrill Lynch, Pierce,

Fenner & Smith, Inc., 102 F.R.D. 959 (E.D. Pa. 1984).

       We decline to fashion a rule of law that would without exception require each

party to bear its own costs when neither succeeds on its affirmative claim. While

requiring each party to bear its own costs under such circumstances may at times be

appropriate, the situation presented here as well as in the cases cited above illustrate that

there may exist a “prevailing party” within the meaning of Rule 54(d)(1) even where



                                              7
neither party succeeds on its affirmative claim. This determination is fact-specific.

       A number of our district courts have directly confronted this issue and illuminated

the pertinent factors to be considered in addressing it. Generally, in assessing prevailing

party status when neither party has prevailed on its affirmative claims, courts examine

whether the defendant has advanced counterclaims that are not related in some way to the

main complaint, or otherwise require proof outside the scope of the plaintiff’s claim, and

also examine the relative “size” of the counterclaims in comparison to the counts in the

complaint. In Lacovara, upon noting that the defendant’s counterclaim was limited to

$4,494 while the complaint sought over $80,000, and that the bulk of the trial consisted of

proving plaintiff’s claims, the district court determined the defendant to be the prevailing

party despite the fact that neither party had been awarded damages. 102 F.R.D. at 961.

The district court supported its analysis with the Second Circuit’s decision in Scientific

Holding Co. In that case, judgment was entered dismissing both plaintiff’s complaint and

defendant’s counterclaim, with costs taxed in favor of the defendant. Judge Friendly

rejected the plaintiff’s contention that the defendant could not be the prevailing party

under Rule 54(d) because it had lost on its counterclaim as “too wooden a view.” 510

F.2d at 28. Instead, the Second Circuit reasoned:

       At trial [the defendant] limited its counterclaim to the two items mentioned
       in Part V of this opinion. Little trial time was spent on the counterclaim,
       whereas consideration of plaintiff’s claim for $1,260,000 compensatory
       damages plus punitive damages required three weeks of trial, 16 witnesses,
       over 1,800 pages of testimony and more than 100 exhibits. District courts
       have held that a defendant who successfully fends off a large claim may be

                                              8
       awarded costs despite failure to prevail on a counterclaim.

Id. (citations omitted). See also City of Rome v. Glanton, 184 F.R.D. 547, 550-51 (E.D.

Pa. 1999) (finding neither party to be the prevailing party in light of the “aggressive

stance taken by the defendants in expanding the case far beyond the allegations in the

complaint,” but acknowledging that “[t]his is not to say that a defendant that succeeds in

defending itself against a complaint but that advances unsuccessful counterclaims should

always lose its presumptive rights to costs.” The court should look to the nature of the

counterclaims and their relationship to the main complaint); Hubner v. Schoonmaker, No.

89-3400, 1993 WL 273689, at *3-4 (E.D. Pa. July 20, 1993) (“Where plaintiffs fail to

sustain their original claim and defendants assert a counterclaim which presents no issue

requiring proof outside the scope of plaintiffs’ claim, even where the plaintiffs prevail on

the counterclaim, costs may be taxed in favor of defendants as the prevailing parties.”).

       In the case sub judice, judgment was entered in favor of Appellees with respect to

Appellant’s claims, which cumulatively sought in excess of one million dollars, and

judgment was entered in favor of Appellant with respect to Appellees’ sole counterclaim,

which contested Appellant’s 10% ownership in Hendrickson and sought rescission. The

District Court specifically found that Appellees’ counterclaim “involved the same legal

and factual issues which formed the basis of the defense to the complaint,” and found that

the counterclaim did not require proof outside of Appellant’s claim. Given the limited

scope of the counterclaim and Appellees’ success in defending against Appellant’s much



                                              9
larger claims for damages, the District Court properly determined that Appellees were the

prevailing party and entitled to costs.

                                          III. Conclusion

       For the foregoing reasons, we affirm both the District Court’s Memorandum and

Order dated November 21, 2003 which affirmed the Clerk of Court’s taxation of costs

and the District Court’s final Order of December 8, 2003 which entered Judgment in

favor of Defendants/Appellees against Appellant in the amount of $3,787.03.




                                                10
