David Kaniecki v. O'Charley's Inc. et al.

The sole issue in this putative class action is whether Plaintiffs are entitled to recover attorneys’ fees under the common law substantial benefit doctrine. Plaintiffs, shareholders of O’Charley’s Inc., filed this action against several parties to enjoin the imminent merger with and acquisition by Fidelity National Financial, Inc.; no monetary relief was sought. The gravamen of the complaint was breach of fiduciary duty. Plaintiffs requested additional disclosures but did not seek to enjoin the merger. After the merger was completed, Defendants filed motions to dismiss pursuant to Tenn. R. Civ. P. 12.02(6) for failure to state a claim upon which relief could be granted; Plaintiffs contemporaneously filed a motion to recover attorneys’ fees. Plaintiffs did not oppose the motions to dismiss and an agreed order was entered by which the complaint was dismissed but, by agreement, the issue of attorneys’ fees was reserved for hearing. Plaintiffs acknowledged this was not a shareholder derivative action and that they were not entitled to recover attorneys’ fees pursuant to Tennessee Code Annotated § 48-17-401; however, Plaintiffs claimed they were entitled to attorneys’ fees under the common law substantial benefit doctrine. The chancellor disagreed and denied Plaintiffs’ request for attorneys’ fees. We affirm.