Bank One Trust Co. NA v. Alma Products I, Inc.

MEMORANDUM *

In these two consolidated appeals, three of the four parties involved in underlying litigation for breach of contract, breach of fiduciary duty, and related claims, now dispute who has to pay the lawyers and how much. The case is more complicated *69 to explain than to resolve, and so we discuss the facts, which are well-known to the parties, as sparingly as possible.

The four parties involved in the underlying litigation were: (1) Tracy Industries, Inc. (formerly Alma Piston Company) (hereinafter “Tracy”), (2) Bank One Trust Company, N.A. and Bank One, N.A. (formerly NBD Bank) (collectively “Bank One”), (3) Alma Products I, Inc. (formerly Alma Products Holdings, Inc.) (hereinafter “Alma”), and (4) Emmet E. Tracy, Jr., Deniee T. Summers, and Mary Kay Farley (collectively the “Shareholders’ Representatives”). The two sets of claims relevant to these appeals are as follows: Bank One, the defendant (and prevailing party) in the underlying action brought by Tracy, sought attorney’s fees from Alma under the Escrow Agreement (the “Agreement”) into which Tracy, Bank One, and Alma had entered, and which was the subject of Tracy’s underlying breach of contract action against…