HIGGINSON, Circuit Judge:
Defendants-Appellants Sabre Inc., Sabre Holdings Corporation, and Sabre Travel International Limited (collectively, "Sabre") appeal the district court's award of attorney's fees to Plaintiff-Appellee American Airlines, Inc. ("American") pursuant to 28 U.S.C. § 1447(c).
Defendants-Appellants Sabre own and operate a computerized reservation system, known as a Global Distribution System ("GDS"), which is used by travel agents, corporate customers, and the traveling public to search, price, book, and ticket travel services offered by airlines, hotels, and other travel-related entities. In 1998, American and Sabre entered into a Participating Carrier Distribution and Services Agreement which generally set forth the terms and conditions under which Sabre would make American's fare and schedule information available to Sabre GDS subscribers. Recently, however, the business relationship between American and Sabre has become strained.
American filed a lawsuit against Travelport, Inc. in the District Court of Tarrant County, Texas, 67th Judicial District in November 2010 and later added Sabre as defendants. In this state court lawsuit, American alleged state-law causes of action for breach of contract and tortious interference with prospective business relations and sought a temporary restraining order and temporary injunction against Sabre. Specifically, American alleged that Sabre had been biasing American's fares and schedules in Sabre's displays, causing American to lose business to competing airlines by "misleading the public into believing that American's services either no longer existed or were not competitive with options offered by other air carriers" and that Sabre had more than doubled the fees it charged to distribute American flight/fare data in breach of the parties' contract.
In April 2011, American filed a lawsuit against Travelport Limited, Travelport, LP, and Orbitz Worldwide, LLC in the United States District Court for the Northern District of Texas. American added Sabre as defendants by amended complaint filed June 9, 2011. American's federal claims included alleged anti-competitive conduct by Sabre and the other defendants and violations of Sections 1 and 2 of the Sherman Act. 15 U.S.C. §§ 1-2.
Meanwhile, in its state court suit, American filed its third amended petition on July 8, 2011, which included a new claim against Sabre for monopolization in violation of Section 15.05(b) of the Texas Free Enterprise and Antitrust Act of 1983 ("TFEAA"). On July 13, 2011, American filed motions for expedited discovery and to compel production of documents in the state court suit and notified Sabre that the motions were to be heard at 2:00 pm on July 18, 2011. On the morning of July 18, 2011, Sabre filed a notice of removal, and the removed case was assigned to United States District Judge McBryde. On July 19, 2011, American filed an emergency motion to remand pursuant to 28 U.S.C. § 1447(c), which the district court granted after holding a telephone conference hearing on the motion.
On July 25, 2011, American filed a motion for an award of fees and costs for Sabre's removal, and Sabre filed a response. On August 4, 2011, the district court issued a 19-page Memorandum Opinion and Order which did not award the full $18,515.00 requested, but instead awarded American $15,955.00 in attorney's fees, finding that Sabre's removal from state court was objectively unreasonable. Sabre appeals the district court's Memorandum Opinion and Order and Final Judgment awarding attorney's fees to American under 28 U.S.C. § 1447(c), contending that the district court erred by finding that Sabre's removal was objectively unreasonable.
This court reviews a discretionary award of attorney's fees under 28 U.S.C. § 1447(c) for an abuse of discretion. Hornbuckle v. State Farm Lloyds, 385 F.3d 538, 541 (5th Cir.2004).
28 U.S.C. § 1447(c) provides that, "[a]n order remanding the case may require payment of just costs and any actual expenses, including attorney fees, incurred as a result of the removal." However, "[t]here is no automatic entitlement to an award of attorney's fees." Valdes v. WalMart Stores, Inc., 199 F.3d 290, 292 (5th Cir.2000) (holding that the "mere determination that removal was improper" does not require a district court to award attorney's
Sabre contends that the district court abused its discretion by awarding American attorney's fees despite Sabre's alleged reasonable, good faith
Addressing the first Grable prong, Sabre argues that American's TFEAA claim necessarily raises a stated federal issue because the TFEAA requires the state court to construe the statute "in harmony with federal judicial interpretations of comparable federal antitrust statutes." See Tex. Bus. & Com.Code § 15.04. However, nothing in the plain language of the TFEAA or Texas caselaw interpreting the TFEAA requires that federal law control Texas's interpretation of its state antitrust statute.
Tex. Bus. & Com.Code § 15.04 (emphasis added). As the Texas Supreme Court elaborated in Caller-Times Publ'g Co., Inc. v. Triad Commc'ns, Inc., 826 S.W.2d 576 (Tex.1992), state courts "look to federal
Notably, this case is distinguishable from Grable, where the Supreme Court held that federal question jurisdiction existed because "an essential element" of Grable's state-law claim was whether the plaintiff "was given notice within the meaning of the federal [tax] statute" and that issue "appear[ed] to be the only legal or factual issue contested in the case." Grable, 545 U.S. at 315, 125 S.Ct. 2363. Plaintiff Grable had asserted a quiet title action in state court claiming that the defendant's title was invalid because the IRS failed to comply with a federal tax statute in giving notice of the seizure of Grable's property. Id. at 311, 125 S.Ct. 2363. Here, in contrast, the state court would not be obligated to interpret a federal statute, like the federal notice statute in Grable, id. at 315, 125 S.Ct. 2363 (finding that "[t]he meaning of the federal tax provision is an important issue of federal law that sensibly belongs in a federal court"), because American's claims arise solely under the TFEAA. The district court did not abuse its discretion by concluding that, "[n]o reasonable argument can be made that the mere fact that a federal standard is to be referenced by a state court in determining whether there has been a state-law violation causes a state-law claim to `necessarily raise a stated federal issue.'" See Grable, 545 U.S. at 314, 125 S.Ct. 2363.
Sabre's argument, however, extends beyond the text of the TFEAA itself and focuses also on the language of the TFEAA in light of American's parallel state and federal antitrust claims. Sabre contends that, because the TFEAA must be interpreted "in harmony" with federal judicial interpretation of federal antitrust law, "[i]f the federal court were to find American's single-product market definition to be deficient as a matter of law ... or that Sabre's contractual terms were not exclusionary or anticompetitive as a matter of law ... then American's parallel state antitrust case would suffer a similar fate." The district court correctly pointed out, however, that, "it's not unusual to have a
Because Sabre failed to satisfy the first prong of the Grable test — that is, failed to show that American's state-law claim necessarily raises a stated federal issue — we do not address the remaining prongs. Acknowledging the discretion we vest in district courts when assessing attorney's fees, we hold that the district court was within its discretion when it concluded that Sabre did not have objectively reasonable grounds to believe that removal was proper.
For the foregoing reasons, we AFFIRM the district court's award of attorney's fees to Plaintiff-Appellee American.