American Master Lease v. Idanta Partners CA2/7

INTRODUCTION

Plaintiff American Master Lease LLC (AML) appeals from a postjudgment order denying its motion to recover attorneys’ fees from defendants Idanta Partners, Ltd., David J. Dunn, Steven B. Dunn, and the Dunn Family Trust. In defendants’ prior appeal we affirmed the judgment as to liability but reversed as to the amount of recoverable unjust enrichment and ordered a new trial on that issue. (American Master Lease LLC v. Idanta Partners, Ltd. (2014) 225 Cal.App.4th 1451 (AML I).) We now affirm the order denying AML’s motion for attorneys’ fees.

FACTUAL AND PROCEDURAL BACKGROUND

A. The Underlying Litigation Neal Roberts formed AML in 1998 for the purpose of investing in real estate using an investment vehicle known as a 1031 FORT.1 Roberts was AML’s managing member. The other members of AML were Jim Andrews, Charles “Duke” Runnels (Runnels), and Michael Franklin. AML was governed by an operating agreement (Operating Agreement), paragraph 3.9 of which provided: “‘The Members agree that the business of the LLC, either to sell AML Products . . . directly to purchasers or to sell AML Products indirectly through an accommodator as part of a tax-exempt transaction, is…