Siligo

In an action arising from the sale of a business the trial court rendered a judgment in favor of the plaintiff-seller (Siligo) and against the defendant-buyer (Castellucci). The judgment awarded Siligo limited contractual attorney fees by denying the bulk of fees which were apportioned to defense of a cross-complaint for fraud; it also ordered some of the attorney fees subject to a contractual provision limiting recovery of a deficiency after foreclosure; it finally ordered judicial foreclosure of a parcel of real property giving Castellucci deficiency judgment credit for diminution in the valué of the property due to petroleum contamination. Siligo appeals. He challenges the propriety of the (1) attorney fee apportionment, (2) attorney fee application to the deficiency limitation, and (3) deficiency judgment credit. We reverse the judgment.

Background

Siligo sold business assets to Castellucci via a series of agreements to be performed over time. The assets included bulk petroleum storage plants and a gasoline station. After the sale closed, Castellucci accused Siligo of concealing that there had been a leak in a storage tank at the gas station and ceased performing…