C.H. Robinson Worldwide v. Tech
C.H. Robinson Worldwide, Inc. v. Traffic Tech, Inc., James Antobenedetto, Spencer Buckley, Wade Dossey, Brian Peacock, and Dario Aguíñiga
- Katherine Menendez
- 0:19-cv-00902
- U.S. District Court · District of Minnesota
- 11
In C.H. Robinson Worldwide, Inc. v. Traffic Tech, Inc. et al., Judge Menendez granted defendant Brian Peacock's motion for attorney fees and ordered plaintiff C.H. Robinson to pay him $250,000, finding he was entitled to fees under a California law that makes one-sided contractual fee provisions apply equally to both parties.
Employers who use one-sided attorney fee clauses in employment agreements governed by California law, and employees who successfully defend against enforcement of non-compete or non-solicitation agreements under California law. Also relevant to litigants and attorneys in multi-defendant cases seeking to apportion fee awards.
What happened
C.H. Robinson Worldwide, Inc. (CHR) sued Traffic Tech, Inc. and five individual defendants — including Brian Peacock — over contract and tort disputes arising from employment agreements containing non-compete and non-solicitation clauses. After years of litigation, multiple rounds of summary judgment, and a trip to the Eighth Circuit Court of Appeals, this Court again granted summary judgment in favor of all defendants, this time applying California law to Mr. Peacock's employment agreement specifically. Mr. Peacock then moved for an award of attorney fees.
Mr. Peacock sought fees on three grounds, but the Court focused on California Civil Code Section 1717(a), a law that transforms one-sided contractual attorney fee clauses into mutual ones — meaning if a contract says only one party can recover fees, the other party can also recover fees if they win. CHR's employment agreement with Mr. Peacock contained exactly such a one-sided clause giving only CHR the right to fees, and because Mr. Peacock prevailed, Section 1717 entitled him to reciprocal fees. CHR argued, among other things, that the entire agreement was void, that the fees issue should be governed by Minnesota rather than California law, and that any award should be sharply reduced. The Court rejected all of CHR's main arguments, finding that California law applied to the fees question because it governed the contract as a whole, and that voiding the non-compete provisions did not eliminate Mr. Peacock's right to seek fees.
On the amount of fees, Judge Menendez applied the federal 'lodestar' method — calculating reasonable hours times reasonable hourly rates — and weighed both sides' proposed apportionment figures. Mr. Peacock requested $329,748 total; CHR argued the award should not exceed $96,935.90. The Court found CHR's proposed reduction too steep for the initial phase of litigation, where the defendants' claims were heavily intertwined, but also found Mr. Peacock's request for the post-appeal phase too high because the issues after remand were more distinct among defendants. Balancing these considerations, Judge Menendez ordered CHR to pay Mr. Peacock $250,000 in fees and costs.
The detailed version
- C.H. Robinson Worldwide, Inc. v. Traffic Tech, Inc., James Antobenedetto, Spencer Buckley, Wade Dossey, Brian Peacock, and Dario Aguíñiga, No. 19-CV-00902 (KMM/DTS)
- U.S. District Court, District of Minnesota
- Katherine M. Menendez, United States District Judge
- October 23, 2025
Procedural Background
CHR filed this action asserting contract and tort claims arising from employment agreements with five individual defendants who went to work for competitor Traffic Tech, Inc. In September 2021, the Honorable Michael J. Davis granted summary judgment for all defendants, applying California law to the employment agreements and finding the non-compete and non-solicitation clauses void under California Business and Professions Code § 16600. Judge Davis also awarded attorney fees to each defendant under California law.
The Eighth Circuit partially reversed the summary judgment, holding that Minnesota law — not California law — governed the employment agreements of Antobenedetto, Buckley, Dossey, and Aguíñiga. For Peacock, whose contract had unique choice-of-law language, the Eighth Circuit remanded for the district court to determine whether California or Minnesota law governed. On remand, this Court (after reassignment to Judge Menendez) again granted summary judgment to all defendants: applying Minnesota law to four of the individual defendants and California law to Peacock. The Court declined to simply reinstate Judge Davis's prior fee award, reasoning it had been nullified by the Eighth Circuit and that the second summary judgment rested on a different legal analysis.
CHR appealed aspects of the second summary judgment ruling, including the denial of its motion for voluntary dismissal of claims against Peacock. CHR did not appeal the determination that California law applied to Peacock's agreement.
Peacock's Fee Motion
Peacock moved for attorney fees on three grounds: (1) California Civil Code § 1717(a), which makes one-sided contractual fee provisions reciprocal; (2) California Labor Code § 925, which provides fees to an employee who successfully challenges an employer's attempt to apply out-of-state law to their employment; and (3) the Court's inherent authority. The Court resolved the motion on the § 1717(a) ground and did not address the other two grounds.
Entitlement to Fees Under Cal. Civ. Code § 1717(a)
Section 1717(a) provides that where a contract contains a provision awarding attorney fees to enforce the contract, the prevailing party — regardless of which side the contract designated — is entitled to fees. The three-prong test requires showing: (1) the party was sued on a contract containing a fee provision; (2) the party prevailed on the contract claims; and (3) the opposing party would have been entitled to fees had it prevailed. All three prongs were satisfied: Peacock's employment agreement contained a fee provision benefiting CHR exclusively; Peacock prevailed on CHR's contract claims; and CHR would have been entitled to fees under the contract if it had prevailed.
The Court rejected CHR's argument that voiding the non-compete provisions rendered the entire agreement void, explaining that California courts hold that § 1717 applies even when a contract is found entirely unenforceable — the statute is designed to prevent the unfairness of one-sided fee clauses. See Brown Bark III, L.P. v. Haver, 219 Cal. App. 4th 809 (2013); Santisas v. Goodin, 17 Cal. 4th 599 (1998).
The Court also rejected CHR's argument that the fee issue was procedural and therefore governed by Minnesota law. Following prior district court authority and Eighth Circuit precedent regarding contracts governed by specific state law, the Court held that the right to contractual attorney fees is a substantive matter controlled by the law governing the contract — here, California. See BP Grp., Inc. v. Capital Wings Airlines, Inc., 2011 WL 4396938 (D. Minn. 2011); PVI, Inc. v. Ratiopharm GmbH, 253 F.3d 320, 329 (8th Cir. 2001). The Court declined to adopt the reasoning of the non-binding Bannister v. Bemis Co. decision, which had applied a separate conflict-of-laws analysis to the fee question.
Reasonableness of Fees — Lodestar Calculation
The method for quantifying attorney fees is governed by federal law, not California law, even in a diversity case (a case brought in federal court based on the parties being from different states, not based on a federal legal question). The Court applied the lodestar method — reasonable hours multiplied by a reasonable hourly rate — as the starting point. The parties agreed on the applicable hourly rates; the dispute centered on apportionment of hours among multiple defendants.
Peacock divided his fee request into two periods: Part 1 (March 2019 through November 2021, covering initial litigation through his first fee petition) and Part 2 (November 2021 through the current petition, covering the appeal and remand proceedings). Peacock proposed a 20% discount off Part 1 fees and a 30% discount off Part 2 fees to account for work attributable to co-defendants, arriving at a total request of $329,748 in fees and costs.
CHR argued for a much deeper reduction — approximately 80% of Part 1 fees and a significant cut to Part 2 fees — proposing a total award of no more than $96,935.90.
The Court found both positions unreasonable. Regarding Part 1, the Court found CHR's proposed 80% reduction too steep, because the claims and defenses of all individual defendants were intertwined and much of the legal work — such as arguments about California law's applicability, lack of consideration, overbreadth of covenants, and absence of damages — would have been necessary regardless of how many individual defendants were involved. However, the Court agreed that Part 2 billing should be more carefully limited, as post-appeal issues were more distinct among defendants. The Court identified approximately $21,600 in Part 2 billing entries that should not be attributed to Peacock's defense.
Balancing these considerations, the Court exercised its discretion to award $250,000 as a reasonable total of fees and costs, characterizing the standard as one of 'rough justice' rather than 'auditing perfection,' as stated in Fox v. Vice, 563 U.S. 826 (2011).
Ruling
Peacock's Motion for Fees (ECF 288) was GRANTED in part. CHR is ordered to pay Brian Peacock $250,000 in attorney fees and costs.
Reviewer note from the AI+
Read the full 11-page opinion on CourtListener, the free public archive maintained by the Free Law Project.