Judge James C. Chalfant, Case Number: 23STCP01055, Date: 2023-09-07 Tentative Ruling

Mick Mars v. Motley Crüe Touring Inc. et al., 23STCP01055

Tentative decision on motion for attorney’s fees: granted in part

Petitioner Mick Mars (“Mars”) moves for an award of attorney’s fees against Respondents Red, White & Crue, Inc. (“RWC”), Cruefest limited liability company (“LLC”) (“Cruefest”), Mötley Records, LLC (“Records”), and Masters 2008, LLC (“Masters 2008”).

The court has read and considered the moving papers, opposition, and reply, and renders the following tentative decision.

On April 4, 2023, Petitioner Mars filed the Petition against Cruefest, Records, Masters 2008 (collectively “Respondent LLCs”), RWC, Mötley Crüe Touring, Inc. (“MCT”), Mötley Crüe, Inc. (“MCI”), and Masters 2000, Inc. (“Masters 2000”). Mars alleged a cause of action for traditional mandamus under Corporations Code[1] sections 1603(a) and 17704.10(f). The verified Petition alleges in pertinent part as follows.

Mars was a founding member, lead guitar player, and backing vocalist for the band Mötley Crüe. Pet. at ¶¶ 1, 23-26. He is a 25% member of each of the Respondent entities, through which the Mötley Crüe does business. Pet. at ¶¶ 5, 9, 14-16.

Nikki Sixx (“Sixx”) is the only Mötley Crüe member besides Mars who has been a member throughout the band’s existence. Pet. at ¶25. Sixx often made band decisions without consent or knowledge of the other members. Pet. at ¶33. He would send documents with instructions to “sign immediately” and the false assertion that the other band members had already signed their copies. Pet. at ¶34.

Throughout his professional career, Mars has suffered from Ankylosing Spondylitis (“AS”), which debilitated his body over time. Pet. at ¶¶ 35-37. Sixx “gaslighted” Mars by saying that he had some cognitive dysfunction, his guitar playing was subpar, and he was forgetting chords and playing the wrong songs. Pet. at ¶38.

In 2022, Mötley Crüe signed an agreement to do a U.S. stadium tour (“Stadium Tour”), followed by a world tour with other artists (“World Tour”). Pet. at ¶39. Mars advised management that, because of complications from his AS and the rigors of the road, the Stadium Tour would be his last tour. Pet. at ¶40. He would not retire from the Mötley Crüe and would remain available for recording and other band activities. Pet. at ¶40. Management replied that it understood and that fans would be informed with dignity. Pet. at ¶41.

The Stadium Tour lasted through September 9, 2022, and included triple the planned number of stadiums. Pet. at ¶¶ 42, 48. During this tour, Sixx gaslighted Mars more than ever. Pet. at ¶43. He repeatedly told Mars that he was playing the wrong chords and that fans were complaining about his playing. Pet. at ¶43. Mars did play the wrong chords, but only because his in-ear monitors malfunctioned and kept him from hearing his chords. Pet. at ¶46. Sixx’s comments suggest that he plotted to force Mars out of Mötley Crüe and take his shares in the relevant Respondent entities. Pet. at ¶43.

Sixx did not play a single note on his bass during the tour. Pet. at ¶44. He fist-pumped with his strumming hand the entire time, with recordings replacing his live playing. Pet. at ¶44. Significant portions of the other two band members’ parts also were pre-recorded, and some fans noticed that Tommy Lee’s (“Lee”) drum part began while he was still walking to the drum set. Pet. at ¶45. Mars received the least online criticism of all the band members for their performances. Pet. at ¶47.

On October 14, 2022, between the Stadium Tour and the World Tour, Mars’ attorney received a draft Separation and Release Agreement from an attorney who purported to represent RWC and MCI. Pet. at ¶49. The proposal acknowledged that Mars is an officer, director, and shareholder of the Respondent entities. Pet. at ¶49. It erroneously stated that Mars no longer desires to perform in Mötley Crüe and that he was resigning as an officer and director of all Respondent entities. Pet. at ¶49.

The separation proposal stated that Mars’ share of touring profits would decrease from 25% to 5% for the rest of the current tour and to 0% for any future tours. Pet. at ¶50. His share of merchandise profits would decrease from 25% to 5% for any merchandise with the Mötley Crüe’s name or related logos and to 0% for any merchandise that featured the guitar player the Mötley Crüe hired to replace Mars on tour, John 5. Pet. at ¶51. In exchange, Mars would transfer to MCI all right, title, and interest in Mötley Crüe assets. Pet. at ¶52. Mötley Crüe could continue to use his name and likeness. Pet. at ¶53. Mars would also release Mötley Crüe from any liability. Pet. at ¶54.

Mars did not sign this one-sided separation proposal. On October 25, 2022, he received notice that Sixx had scheduled a Zoom meeting of MCI shareholders for November 4, 2022. Pet. at ¶55. The stated purpose of the meeting was to accept Mars’ resignation and terminate him as officer and director of MCI. Pet. at ¶56.

On October 26, 2022, Mars issued a press release announcing that he was no longer touring with the band because of his AS but was otherwise still a band member. Pet. at ¶57. Within 24 hours, the rest of Mötley Crüe released a statement that Mars was retiring from the band and that he was being replaced by John 5. Pet. at ¶58.

On November 2, 2022, Mars wrote to MCI that he was not quitting Mötley Crüe or resigning as an officer or director of the Respondent entities. Pet. at ¶59. He could not join Mötley Crüe on tours but otherwise remained a member. Pet. at ¶60. He also asked for permission to have his manager and counsel attend. Pet. at ¶61.

The next day, MCI’s counsel responded that the separation proposal’s 5% offer was generous, given that the last band member who retired received nothing. Pet. at ¶62. MCI’s counsel added that, if Mars refused this offer, the other MCI members would force him to sell them his MCI shares at book value with no value assigned to the Mötley Crüe name. Pet. at ¶62. This effectively meant that Mars would receive nothing. Pet. at ¶63. MCI’s counsel also declared that the November 4, 2022 meeting would not be recorded, Mars’ manager could not attend, and Mars’ counsel could only attend as an observer. Pet. at ¶69.

At the November 4, 2022 meeting, Sixx made clear that he believed the separation proposal was generous and that Mötley Crüe would never agree to give Mars a share of the World Tour profits. Pet. at ¶¶ 74-75. Sixx further severely criticized Mars’ performances during the Stadium Tour. Pet. at ¶76. The other Mötley Crüe members voted to rescind the separation proposal, oust Mars, and buy his shares for book value, which they asserted was worth close to nothing. Pet. at ¶78. They agreed to postpone the decision for two weeks pending further discussion between the parties. Pet. at ¶78.

MCI provided a redlined draft agreement that raised Mars’ share of profits from 5% to 7.5% for the World Tour. Pet. at ¶80. Changes to other provisions in the draft agreement made it difficult to ascertain if this change would increase Mars’ revenue. Pet. at ¶80. The revised proposal also required Mars to divest his interest in MCI, RWC, and five other entities, some of which Mars did not recognize. Pet. at ¶81. Mars felt that he needed to have a corporate attorney review all the corporate documents associated with those companies and requested time to do so on January 13, 2023. Pet. at ¶¶ 82, 84. Mötley Crüe’s counsel responded that, if Mars did not finalize the revised proposal by January 20, 2023, Mötley Crüe would proceed with Mars’ termination. Pet. at ¶85.

On January 20, 2023, Mars offered to resolve the matter if Mötley Crüe agreed to his original proposal under which he would receive 15% of the Mötley Crüe’s profits and a percentage of touring profits beyond the World Tour. Pet. at ¶88.

As of February 7, 2023, MCI had not responded to Mars’ offer. Pet. at ¶¶ 88-89. The next day, Mars sent separate requests to each Respondent for specific Respondent corporate and LLC documents (“Requests”). Pet. at ¶¶ 89, 100.

Seven days later, Mötley Crüe’s attorney sent a Demand for Arbitration. Pet. at ¶90. Mötley Crüe essentially is suing Mars to establish that he is no longer an MCI officer, director, or shareholder. Pet. at ¶90. To date, Respondents have not responded to Mars’ demand for documents. Pet. at ¶101.

Mars seeks a writ of mandate directing Respondents to allow him to inspect and make copies of all their business records from inception to present day, or for an order to show cause as to why a writ of mandate to that effect should not issue. Pet. Prayer for Relief at ¶1. Mars also seeks attorney’s fees and costs. Pet. Prayer for Relief at ¶¶ 2-3.

On April 20, 2023, Mars served Respondents MCI, RWC, Masters 2000, Masters 2008, Records, and Cruefest with the Petition.

On September 7, 2023, the court granted in part Respondents’ motion to strike. The court also granted a motion to compel arbitration as to MCT, MCI, and Masters 2000, but denied the motion as to RWC, Cruefest, Records, and Masters 2008.

On September 19, 2023, RWC, Cruefest, Masters 2008, and Records filed an Answer.

On November 17, 2023, pursuant to Mars’ request, the court dismissed the action as to MCT, MCI, and Masters 2000.

On January 16, 2024, the court denied the Petition as mooted, but ruled that Mars is entitled to attorney’s fees through a noticed motion.

A court may award reasonable expenses including attorneys’ fees against a corporation where a shareholder must resort to court action as a result of a corporation’s unjustified failure to comply with a proper demand. §1604.

In any action under this section or under section 17713.07, if the court finds that the company failed to comply with section 17704.10 without justification, it “may award an amount sufficient to reimburse the person bringing the action for the reasonable expenses incurred by that person, including attorney’s fees, in connection with the action or proceeding.” §17704.10(g).

The use of “may” (as opposed to “shall”) signifies that reimbursement is permissive in nature. See People v. McGee, (1977) 19 Cal.3d 948, 959 (discussing mandatory-permissive dichotomy); cf. Valtz v. Penta Invest. Corp., (1983) 139 Cal.App.3d 803, 807, 810 (trial court abused its discretion in denying mandamus relief and attorney fee request under section 1604 based on constitutional grounds). Accordingly, a party’s right to and extent of reimbursement under section 17704.10(g) remains discretionary with the court.

Petitioner Mars is entitled to attorney fees following the court’s January 16, 2024 judgment. McPherson Decl., ¶1, Ex. 1.

This matter began in March 2023. McPherson Decl., ¶19. Mars’ counsel generally staffed this matter with one managing partner, Edwin F. McPherson Esq. (“McPherson”), two other partners, Pierre B. Pine, Esq. (“Pine”) and Stuart N. Chelin, Esq. (“Chelin”), two contract lawyers, Maureen Lee Baker, Esq. (“Baker”) and Aleksandra Hilvert, Esq. (“Hilvert”) and a paralegal, Raffaella Cesana (“Cesana”). McPherson Decl. ¶¶ 3,6,16-18.

McPherson’s billing rate in this matter through January 2024 was $750 per hour. McPherson’s billing rate commencing February, 2024 was $795.00 per hour. McPherson Decl., ¶13. McPherson billed a total of 218.2 hours on this matter through February 2024, for total fees of $164,163.00. McPherson Decl., ¶13.

Pine’s hourly rate through January 2024 was $575 per hour. McPherson Decl., ¶14. Commencing in February 2024, Pine’s hourly rate was $650 per hour. McPherson Decl., ¶14. Pine billed a total of 70.5 hours on this matter through February, 2024, for total fees of $40,612.50. McPherson Decl., ¶14.

Chelin’s hourly rate throughout this matter was $550 per hour. McPherson Decl., ¶15. Chelin billed a total of 91.90 hours on this matter, for total fees of $50,545.00. Id.

Baker’s hourly rate throughout this matter was $525 per hour. McPherson Decl., ¶16. Baker billed a total of 34.1 hours on this matter, for total fees of $17,902.50. Id.

Hilvert’s hourly rate throughout this matter was $475 per hour. McPherson Decl., ¶17. Hilvert billed a total of 17.6 hours on this matter, for total fees of $8,360.00. Id.

Cesana’s hourly rate throughout this matter was $200.00 per hour. McPherson Decl., ¶18. Cesana billed a total of 13.20 hours on this matter, for total fees of $2,640.00. Id.

Mars provided a declaration with a monthly summary of the tasks and the attorney hours incurred by each attorney who worked on the case that month. McPherson Decl., ¶19 (1)-(19).

Mars seeks $282,158.00 in attorney’s fees plus $2,178,80 in costs. Mars’ counsel asserts that “based on my experience and personal knowledge, the hourly rates that were charged by each of us . . . are reasonable and equivalent to, or less than, those charged by other Los Angeles attorneys and law firms of comparable reputation and experience to handle similar cases.” McPherson Decl., ¶5.

On January 18, 2024, Respondents’ counsel received an email from McPherson stating that Mars incurred $294,555 in attorney fees on this case through December 2023. Frid Decl., ¶8. Respondents’ counsel asked for the invoices supporting this large request. Id. McPherson refused to submit invoices supporting the attorney’s fee request, claiming they were privileged. Id. Respondents’ counsel stressed that they could not evaluate the fee request unless they knew the details of the work performed. Id. On January 24, 2024, McPherson sent an email with a “high-level summary” of the hours worked; no actual details were provided. Id.

McPherson LLP has separate files (and bills) for the arbitration and for this case. McPherson Reply Decl., ¶3. Any work that could be considered to overlap both cases was excluded from the instant motion, including $25,200 in fees that the firm billed in this case. Id. Mars also is not seeking $37,875 that a corporate law firm, Fiszer Law, APC, billed to analyze Mars’ rights in connection with this case and the arbitration. Id.

Mars prepared a Request for Production of Documents in May 2023, which was reasonable in the face of Respondents’ refusal to produce statutorily-mandated documents. McPherson Reply Decl., ¶4. However, Respondents served their motion to compel arbitration and to stay this proceeding, which was not decided until September 7, 2023. Id. Once Respondents began rolling out production in the thousands of pages, discovery became unnecessary. Id.

McPherson LLP’s billing system has a macro, RA, which automatically populates with the words “review and analyze”. McPherson Reply Decl., ¶5. The term is used without any distinction between “review” and “analyze”, both on the invoices and in the McPherson declaration. Id.

Mars seeks an award of attorney’s fees against Respondents in the amount of $282,158.00 as well as costs in the amount of $2,178.80.

Petitioner Mars asserts that he is entitled to an award of attorney’s fees under Corp. Code section 1604 because Respondents acted without substantial justification in their failure to produce documents without justification.

On January 16, 2024, the court determined that, although the Writ of Mandate Petition was moot because all of the originally requested documents had been produced, Mars is still entitled to recover attorneys’ fees and costs because Respondents “acted without substantial justification.” McPherson Decl. ¶ 1, Exhibit 1.

Mars is entitled to reasonable attorneys’ fees against Respondents under Corporations Code sections 1604 and 17704.10(g).

Section 17704.10(g) does not provide for a statutory award of all actual attorney’s fees incurred by a prevailing petitioner in a member inspection action. Rather, the court may award reasonable attorney’s fees that are sufficient to reimburse the petitioner for the fees incurred in connection with the action or proceeding, and only if the court finds that the company failed to comply with section 17704.10 without justification. Similarly, section 1604 permits a court to award reasonable expenses including attorneys’ fees against a corporation where a shareholder must resort to court action as a result of a corporation’s unjustified failure to comply with a proper demand.

The moving party bears the burden of proof as to the reasonableness of any fee claim. CCP §1033.5(c)(5). This burden requires competent evidence as to the nature and value of the services rendered. Martino v. Denevi, (1986) 182 Cal.App.3d 553, 559.

“‘The reasonable market value of the attorney’s services is the measure of a reasonable hourly rate. This standard applies regardless of whether the attorneys claiming fees charge nothing for their services, charge at below-market or discounted rates, represent the client on a straight contingent fee basis, or are in-house counsel.’” Center For Biological Diversity v. County of San Bernardino, (2010) 188 Cal.App.4th 603, 619 (citations omitted).

A plaintiff’s verified billing invoices are prima facie evidence that the costs, expenses, and services listed were necessarily incurred. See Hadley v. Krepel, (1985) 167 Cal.App.3d 677, 682. “Testimony of an attorney as to the number of hours worked on a particular case is sufficient evidence to support an award of attorney fees, even in the absence of detailed time records.” Id.

“In challenging attorney fees as excessive because too many hours of work are claimed, it is the burden of the challenging party to point to the specific items challenged, with a sufficient argument and citations to the evidence. General arguments that fees claimed are excessive, duplicative, or unrelated do not suffice.” Lunada Biomedical v. Nunez, (2014) 230 Cal.App.4th 459, 488.

In determining whether the requested attorney’s fees are reasonable, the court’s “first step involves the lodestar figure—a calculation based on the number of hours reasonably expended multiplied by the lawyer’s hourly rate. The lodestar figure may then be adjusted, based on consideration of facts specific to the case, in order to fix the fee at the fair market value for the legal services provided.” Gorman v. Tassajara Development Corp., (2008) 162 Cal.App.4th 770, 774. In adjusting the lodestar figure, the court may consider the nature and difficulty of the litigation, the amount of money involved, the skill required and employed to handle the case, the attention given, the success or failure, and other circumstances in the case. EnPalm LLC v. Teitler, (2008) 162 Cal.App.4th 770, 774; see also PLCM Group, Inc. v. Drexler, (2000) 22 Cal.4th 1084, 1095.

McPherson’s billing rate through January 2024 was $750 per hour. McPherson’s billing rate commencing February, 2024 was $795 per hour. McPherson Decl., ¶13.

Pine’s hourly rate through January 2024 was $575 per hour. McPherson Decl., ¶14. Commencing in February 2024, Pine’s hourly rate was $650 per hour. McPherson Decl., ¶14.

Baker’s hourly rate throughout this matter was $525 per hour. McPherson Decl., ¶16.

Hilvert’s hourly rate throughout this matter was $475 per hour. McPherson Decl., ¶17.

Cesana’s hourly rate throughout this matter was $200.00 per hour. McPherson Decl., ¶18.

Respondents do not directly challenge the hourly rates of Mars’ counsel, only arguing that the court could apply a lower rate for a simple documents case. Opp. at 11, n. 6. This case involved more than the simple production of documents and the court finds the rates to be reasonable.

McPherson billed a total of 218.2 hours, for total fees of $164,163.00. McPherson Decl., ¶13.

Pine billed a total of 70.5 hours, for total fees of $40,612.50. McPherson Decl., ¶14.

The lodestar is $282,158. Mars contends this work was reasonable based on the following facts. On February 8, 2023, Mars’ counsel sent a letter requesting basic financial, organizational, and internal governance information about all of the Respondents corporate and LLC entities. Respondents produced approximately 237 pages in response to the request, but failed to respond to the vast majority of requests and did not produce any accounting records or statements. Mot. at 8.

Mars filed the Petition on April 6, 2023. After this date, and almost three months after the original requests, Respondents produced an additional 2,223 pages of documents that clearly existed at the time that the requests were made. The production included a superseded Live Nation touring agreement from 2019, an MCI shareholder agreement from January 25, 2023 terminating Mars as an officer and director, and some accounting records such as Statements of Assets and Liabilities, Ledger Reports, Statements of Income and Expense, and tax returns for each of the Respondent entities from 2020 and 2021, and a draft of each such document for 2022. Almost every accounting record produced indicated that it had been accessed on February 23, 2023 by a sophisticated wealth management company. Mot. at 9. The accounting company offered no explanation why it did not produce these records until after Mars filed his Petition. Mot. at 8-9.

On June 9, 2023, Respondents made a further production of 673 pages of documents dated from July 2019 to June 2020, as well as transactional documents related to the purchase of the Band’s master recordings by BMG Rights Management (U.S.) LLC pursuant to a 2021 agreement. Mot. at 9. Respondents did not explain why these documents were withheld until more than two months after the Petition was filed. Id.

On November 2, 2023, Respondents produced another 5,565 pages of documents. Id. Only 476 of these pages were responsive, and most were readily available when Mars served his Requests. Id.

On November 6, 2023, Respondents asserted that their productions consisted of all documents in their possession, custody, and control that were responsive to Mars’s Requests. Id.

Mars’ opening trial brief included a chart of basic documents that Respondents had yet to produce. Respondents produced on December 8, 2023 their 2022 federal and state returns, articles of incorporation or organization for each entity, a list of Records’ members, and Statements of Information listing Cruefest’s and Masters 2008’s members. Id.

Respondents challenge the reasonableness of the fees charged by Mars’ counsel. Respondents argue that the court should deny the fee motion because Mars refused to submit his billing invoices. Inadequate documentation can result in denial of a fee award altogether. Serrano v. Unruh, (1982) 32 Cal.3d 621, 635, n. 21. While McPherson states that he would be happy to provide the court with the invoices in camera, this would be improper. See Cocepcion v. Amscan Holdings, Inc., (2014) 223 Cal.App.4th 1309, 1325. While courts have permitted counsel to describe their time in a declaration, this is generally done in contingency cases in which the plaintiff’s attorney has not kept time records. Even there, the court has wide discretion to reduce based on its estimate of the amount of time spent on non-compensable activities. See Chavez v. Netlfix, Inc., (2008) 162 Cal.App.4th 43, 64. Mot. at 9-11.

The court disagrees that billing invoices are required. A plaintiff’s verified billing invoices are prima facie evidence that the costs, expenses, and services listed were necessarily incurred. See Hadley v. Krepel, supra, 167 Cal.App.3d at 682. But invoices are not required. See Reply at 7. A detailed attorney declaration stating the hours incurred on specific facts by various attorneys will suffice. It is Respondents job to challenge the attorney fees as excessive by pointing to the specific items challenged, with a sufficient argument and citations to the evidence. Lunada Biomedical v. Nunez, supra, 230 Cal.App.4th at 488.

Alternatively, Respondents argue that the lodestar should be reduced by 90% because Mars seeks unreasonable fees. Opp. at 13. They note that there was no trial, and only two motions and a single round of substantive briefing. Opp. at 5. Instead of providing the monthly invoices, Mars’ counsel went to the expense of preparing time-consuming high-level monthly summaries. These summaries prevent the court from evaluating reasonableness because they do not describe which attorney performed a task, how long that attorney worked on it, or whether the task was for the arbitration. Opp. at 11-13.

Respondents also argue that Mars pads the request with time spent on the arbitration. Mars also seeks recovery of an unspecified time in May 2023 for preparation of Requests for Production when discovery is not permitted in mandamus and none was ever served. Mars further seeks time for the “review and analysis of documents but this proceeding is only about production of records, not their analysis. There should be no award of fees for time spent on tasks before the proceeding began, and no award for collateral tasks such as correspondence, analyzing documents, coordinating with former attorneys, and conferences. Finally, Mars made no effort to reduce fees for time related to the parties ordered to arbitration: MCI, MCT, and Masters. Opp. at 5-6, 8-9.

Mars replies that the McPherson declaration presents the work done on a month-by-month basis, with a detailed list of relevant tasks and a list of who performed the work. Reply at 5. Mars’ reason for not providing the invoices relates to the ongoing nature of the arbitration proceeding and is not an effort to hide details. Reply at 8-9.

As for the individual criticisms, Mars points out that he eliminated work on the arbitration from the amount sought. Reply at 9. There is no authority for Respondents’ argument that attorney fees in a shareholder or member inspection case do not include time spent in preparing the lawsuit. Reply at 7. As for Respondents’ absurd objection to the use of “review and analyze”, McPherson LLP’s billing system automatically populates its billing with “review and analyze” when the macro “RA” is used by a timekeeper and McPherson used this language in his declaration as well. Moreover, it was appropriate for an attorney to read the items produced to determine if they were what was requested and what documents were missing. Reply at 10-11. The partial grant of the motion to compel arbitration should not result in a reduction because Mars was permitted to proceed against four of the seven Respondents. Similarly, the partial granting of the motion to strike, Mars maintained much of the subject paragraphs except for a few derogatory paragraphs containing public information. Reply at 14. Finally, Mars admits that the declaration contains block billing and argues that, while not preferred, block billing does not preclude an award of attorney’s fees. See Lunada Biomedical v.Nunez, (2014) 240 Cal.App.4th 459, 487. Reply at 12.

The 445.5 hours expended on this case are unreasonable for a combination of reasons. First, while the court has approved the attorney rates, the use of five attorneys -- a managing partner, two other partners, and two contract lawyers -- and a paralegal is excessive. McPherson Decl. ¶¶ 3,6,16-18. This shareholder/member inspection case could easily have been staffed by a partner and an associate. This is true even though there was a motion to compel arbitration and a motion to strike.

Second, while Mars was entitled to present the hours worked in an attorney declaration, the McPherson declaration is inadequate. His summaries prevent Respondents from challenging reasonableness because they do not describe which attorney performed a task or how long that attorney worked on it. For example, it would make a difference whether McPherson or a contract attorney performed research or wrote a brief. It also would make a difference if an attorney spent three hours writing a letter to “corporate counsel”, and at what rate. McPherson Decl., ¶19, 4i. This failure is aggravated by the McPherson declaration’s block billing. Mars is correct that block billing is not necessarily preclusive, but block entries – e.g., McPherson Decl., ¶19, 5i -- prevented Respondents from challenging the individual components.

Third, Mars is incorrect that he properly could prepare the discovery that was never served. It appears that his Request for Production of Documents was intended to obtain discovery of the very documents at issue in the proceeding. This is improper bootstrapping. Discovery requests seeking the very documents at issue in the mandamus case are not reasonably likely to lead to the discovery of admissible evidence on why the respondent should be ordered to produce those documents at trial.

Fourth, Respondents are correct that the McPherson declaration contains numerous entries for correspondence with corporate counsel, correspondence and meetings with Mars, correspondence with, and review documents from, business managers, and coordination with former Mars attorneys. While some of these entries may be compensable, they are excessive, and it is impossible to know how much attorney time was expended and at what rate.[2]

While shareholder/member inspection cases generally are straightforward, the arbitration motion was reasonably complex. Therefore, Mars’ counsel can reasonably have been expected to expend significant time on that issue. Still, the 445.5 hours actually expended are not reasonable. For the reasons stated, the hours are reduced to 200 hours. Using a blended partner rate of $658.33, the lodestar is reduced to $131,666.

A prevailing party who claims costs must serve and file a memorandum of costs within 15 days after the date of service of the notice of entry of judgment or dismissal by the clerk under Code of Civil Procedure section 664.5 or the date of service of written notice of entry of judgment or dismissal, or within 180 days after entry of judgment, whichever is first. CRC 3.1700(a). In a special proceeding, the 15-day deadline to file a memorandum of costs begins with the notice of entry of order as that is appealable. See Los Angeles Corridor Transportation Authority, (2001) 88 Cal.App.4^th 1381, 1388 (timing for appeal may be from date of “notice of entry” of denial of CPRA attorney’s fees).

Mars’ motion for attorney’s fees is granted in part in the amount of $131,666. Mars’ request for $2,178,80 in costs is denied in favor of a memorandum of costs.

[1] All further statutory references are to the Corporations Code unless otherwise stated.

[2] The court declines to reduce the hours for limited success on the motion to compel arbitration and motion to strike.