Contract – Fee-shifting provision

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Where summary judgment was awarded to the plaintiff in a breach of contract action, the counsel fees incurred by the plaintiff in defending against counterclaims asserted by the defendant were not “incurred in collecting late payments,” so the plaintiff’s motion for an award of counsel fees should be allowed subject to a 50 percent reduction.

“This case involves a breach of contract dispute between PerkinElmer and defendant LabQ Clinical Diagnostics, LLC (‘defendant’ or ‘LabQ’). …

“Plaintiff moves for attorneys’ fees in the amount of $2,217,632 and reimbursements of costs and expenses related to the litigation in the amount of $1,477,260. …

“LabQ begins by suggesting that fees incurred relative to plaintiff’s defense of defendant’s counterclaims are not ‘costs incurred in collecting late payments.’ It posits that the counterclaims of breach of contract, gross negligence and unfair and deceptive trade practices concerned a distinct theory of the case and relied upon facts and legal theories related to defective products. The defense of those claims was, therefore, independent from plaintiff ‘ s collection of any late payments. PerkinElmer responds that, because the legal theories underlying the counterclaims and defenses were virtually identical, defending the counterclaims was necessary to the collection of the late payments.

“Defendant relies on AccuSoft Corp. v. Palo, 237 F.3d 31 (1st Cir. 2001). …

“The Court concludes that the present case is more analogous to the contract interpretation analysis in Accusoft. Just as in Accusoft, this case requires the Court to determine the extent to which a contractual fee shifting provision should be enforced. Also, as in that case, the defendant here has asserted its own, independent claims that may otherwise have been brought notwithstanding the collections action. Defense of those claims was ancillary, not essential, to the collection of the debt. The Court finds that expenses incurred by PerkinElmer in defense of the counterclaims were not to collect the debt and are therefore not transferrable to LabQ under the contract.

“Neither party has presented the Court with a description of the fees that would allow it to differentiate those incurred in connection with the claims from those incurred in connection with the counterclaims. The Court will therefore apply a 50% reduction to plaintiff’ s requested fees and costs. …

“Plaintiff’s Motion for Attorneys’ Fees (Docket No. 292) is allowed, in part, and denied, in part. Plaintiff is awarded 50% of the requested attorneys’ fees and costs for a total award of $1,847,446.”

PerkinElmer Health Sciences, Inc. v. LabQ Clinical Diagnostics, LLC (Lawyers Weekly No. 02-161-26) (10 pages) (Gorton, J.) (Civil Action No. 22-11412-NMG) (March 23, 2026).

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