Coast 2 Coast Logistics v. Badger Auctioneers

Oregon subscribes to an objective theory of contracts. In ascertaining the meaning of a contract, the court examines the parties’ objective manifestations of intent, as evidenced by their communications and acts. Newton/Boldt v. Newton, 192 Or App 386, 392, rev den, 337 Or 84 (2004), cert den, 543 US 1173 (2005); Cryo-Tech, Inc. v. JKC Bend, LLC, 313 Or App 413, 428 (2021), rev den, 369 Or 211 (2022). When a party prevails in an action that encom­passes both a claim for which attorney fees are authorized and a claim for which they are not authorized, the court generally must apportion the fees incurred for each claim. Greb v. Murray, 102 Or App 573, 576 (1990). However, fees need not be apportioned if the claims involve common legal issues. Id. In that situation, the prevailing party is entitled to fees rea­sonably incurred in association with the claims on which she prevailed, as well as fees incurred on the other claims “if the party entitled to fees would have incurred roughly the same amount of fees, irrespective of the additional claim or claims.” Perry v. Hernandez, 265 Or App 146, 149 (2014). “Ordinarily, a court awards attorney fees to a liti­gant only if a statute or contract authorizes such an award.” Swett v. Bradbury, 335 Or 378, 381 (2003).

Defendant appealed the trial court’s grant of summary judgment for seven breach of contract claims, among other things. Of Defendant's seven assignments of error, the Court rejected the first, second, fourth, and fifth assignments.

Defendant’s third assignment of error asserted that the trial court erred in granting summary judgment to Plaintiff. Defendant argued the trial court erred in determining that there were nine separate contracts, rather than a single contract. Oregon subscribes to an objective theory of contracts. In ascertaining the meaning of a contract, the court examines the parties’ objective manifestations of intent, as evidenced by their communications and acts. Newton/Boldt v. Newton, 192 Or App 386, 392, rev den, 337 Or 84 (2004), cert den, 543 US 1173 (2005); Cryo-Tech, Inc. v. JKC Bend, LLC, 313 Or App 413, 428 (2021), rev den, 369 Or 211 (2022). The Court concluded there were nine separate contracts because the parties’ conduct indicated that each invoice demonstrated a separate agreement.

In the sixth assignment of error, Defendant argued the trial court erred in declining to apportion the attorney fee award to reduce the amount that was not attributable to the Plaintiff’s breach of contract claim. When a party prevails in an action that encom­passes both a claim for which attorney fees are authorized and a claim for which they are not authorized, the court generally must apportion the fees incurred for each claim. Greb v. Murray, 102 Or App 573, 576 (1990). However, fees need not be apportioned if the claims involve common legal issues. Id. In that situation, the prevailing party is entitled to fees rea­sonably incurred in association with the claims on which she prevailed, as well as fees incurred on the other claims “if the party entitled to fees would have incurred roughly the same amount of fees, irrespective of the additional claim or claims.” Perry v. Hernandez, 265 Or App 146, 149 (2014). The Court concluded that all of the claims and defenses were closely related and the trial court did not abuse its discretion in not apportioning the fees.

Finally, Defendant assigned error to the trial court’s award of post-judgment attorney fees for anticipated future collection efforts. “Ordinarily, a court awards attorney fees to a liti­gant only if a statute or contract authorizes such an award.” Swett v. Bradbury, 335 Or 378, 381 (2003). The Court reversed the trial court’s award of “post-judgment” attorney fees finding that the trial court was not authorized to award anticipated future fees.

General judgment affirmed; supplemental judgment reversed and remanded with instructions to delete award of “post-judgment” attorney fees.