The 3250 Wilshire Boulevard Building the 3250 Wilshire Partners v. W.R. Grace & Company Metropolitan Life Insurance Company

Appellants, the 3250 Wilshire Building and the 3250 Wilshire Partners (collectively “Wilshire”), appeal the district court’s award of approximately $1.2 million in attorney’s fees and expenses to appellee Metropolitan Life Insurance Company (“Met-Life”). MetLife incurred these expenses in defense of Wilshire’s unsuccessful diversity lawsuit for breach of fiduciary duty, breach of the implied duty of good faith and fair dealing, and fraudulent concealment under California law. The district court concluded that the attorney’s fees were recoverable by MetLife under a Purchase and Sale Agreement between the parties. We have jurisdiction under 28 U.S.C. § 1291 and we affirm.

I.

In 1969, Wilshire began building a 450,-•000 square foot high-rise office building in Los Angeles, California. A material known as Monokote, which contains asbestos, was applied throughout the building as a fireproofing material. In 1971, when the building was completed, Wilshire sold the building to MetLife, which in turn leased it back to Wilshire.

In 1986, Wilshire repurchased the building from MetLife pursuant to a “Purchase and Sale Agreement.” After the sale, however, Wilshire learned that MetLife had…