Gloria Holladay v. Gestamp Alabama, LLC

24-13875 Opinion of the Court 3 approved a consent judgment on the EPA claim, awarding Hol- laday $102,699.50 plus an additional amount of reasonable attor- ney's fees, costs, and expenses. Holladay's attorneys prepared a fee petition and bill of costs, which sought $829,559.70 in attorney's fees, $19,481.55 in costs, and an additional $9,891.52 in expenses. The district court granted Holladay's petition in part but denied her expense submission, awarding her a total of $138,259.95 in attor- ney's fees and $18,644.01 in costs.

On appeal, Holladay argues the district court erred:

(1) when it evaluated the motivating factor of her Title VII termi- nation claim, (2) when assessing her ADEA termination claim,

(3) when dismissing her retaliation claims, and (4) when it con- cluded that the evidence sufficient for an EPA claim was not suffi- cient for a Title VII wage claim at summary judgment. As to the attorney's fees, Holladay argues the district court erred when it:

(1) reduced Holladay's attorney's fees and costs, (2) denied Hol- laday's expense submission, and (3) did not hold an evidentiary hearing to resolve factual disputes.

We affirm the district court on all issues apart from the de- nial of expenses.²On the issue of expenses, we vacate the district court's order and remand for further proceedings consistent with this opinion.

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I. Standard of Review

"We review grants of summary judgment de novo." King v. King, 69 F.4th 738, 742 (11th Cir. 2023) (per curiam). "A motion for summary judgment should be granted when 'the pleadings, depo- sitions, answers to interrogatories and admissions on file, together with the affidavits, if any, show that there is no genuine issue of material fact and that the moving party is entitled to judgment as a matter of law.'" Cohen v. United Am. Bank of Cent. Fla., 83 F.3d 1347, 1349 (11th Cir. 1996) (quoting Fed. R. Civ. P. 56(c)). We review a "district court's award of attorneys' fees and costs for abuse of discretion, revisiting questions of law de novo and reviewing subsidiary findings of fact for clear error." Atlanta J. & Const. v. City of Atlanta Dep't of Aviation, 442 F.3d 1283, 1287 (11th Cir. 2006).

II. Title VII

First, Holladay argues that the district court erred when it evaluated her Title VII termination claim. She argues that the dis- trict court erred in finding that the evidence did not establish that sex was a motivating factor for termination.

Under Title VII, "an unlawful employment practice is estab- lished when the complaining party demonstrates that race, color, religion, sex, or national origin was a motivating factor for any em- ployment practice." 42 U.S.C. § 2000e-2(m). Title VII offers plain- tiffs two theories of discrimination: single-motive and mixed-mo- tive. McCreight v. AuburnBank, 117 F.4th 1322, 1330 (11th Cir. 2024).

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"For a mixed-motive theory, the employee contends that both le- gal and illegal reasons motivated her firing. Under that theory the plaintiff argues that a discriminatory input, like sex bias, factored into an employer's decision, even if other reasons justified it as well." Id. at 1331 (citation modified).

"Mixed-motive theories of discrimination invoke a lessened standard of causation, not a diminished standard of proof." Id. at 1333. "The court must determine whether the plaintiff has pre- sented sufficient evidence for a reasonable jury to conclude, by a preponderance of the evidence, that her protected characteristic was a motivating factor for an adverse employment decision."

Quigg v. Thomas Cnty. Sch. Dist., 814 F.3d 1227, 1239 (11th Cir. 2016) (citation modified). "Even when good reasons—the factual bases for which are not rebutted—are proffered by an employer, a plain- tiff can, in some circumstances, still show discrimination." Rojas v. Florida, 285 F.3d 1339, 1343 (11th Cir. 2002) (per curiam). "To do so, however, a plaintiff must show that male employees with em- ployment histories like the plaintiff's were not subject to the same adverse employment action as the plaintiff." Id. The district court properly found that there was no evidence in dispute that would lead a reasonable jury to find that sex was a motivating factor in Holladay's termination. Holladay argues that she can alternatively prove discrimination by showing that there is a basis to doubt Gestamp's proffered reason for termination and that male employees were treated more favorably. But she fails to show either. First, Gestamp has offered extensive evidence that her

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6 Opinion of the Court 24-13875 poor performance was the reason for her termination. Second, she has not shown that her male replacement was similarly situated, caused similar errors, and was treated better. Even if her replace- ment was similarly situated, there is no evidence that he had com- parable performance issues. There remains no dispute of a material fact over whether sex was a motivating factor in Holladay's termi- nation.

III. ADEA

Next, Holladay argues that the district court erred in as- sessing her ADEA termination claim. To establish a claim under the ADEA, "a plaintiff must prove that age was the 'but-for' cause of the employer's adverse decision." Gross v. FBL Fin. Servs., Inc.,

557 U.S. 167, 176 (2009). "The employer either acted because of the plaintiff's age or it did not." Mora v. Jackson Mem'l Found., Inc., 597 F.3d 1201, 1204 (11th Cir. 2010) (per curiam).

When an ADEA claim is based on circumstantial evidence, as in this case, the court applies the burden-shifting framework es- tablished in McDonnell Douglas Corp. v. Green, 411 U.S. 792 (1973).

"Under McDonnell Douglas, an employee must first establish a prima facie case, which creates a presumption of unlawful discrimina- tion." Liebman v. Metro. Life Ins. Co., 808 F.3d 1294, 1298 (11th Cir. 2015). To make a prima facie case of age discrimination, the em- ployee must show: "(1) [s]he was a member of the protected group between the age of forty and seventy; (2) [s]he was subject to an adverse employment action; (3) a substantially younger person filled the position from which [s]he was discharged; and (4) [s]he

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24-13875 Opinion of the Court 7 was qualified to do the job from which [s]he was discharged." Id. Once an employee has established a prima facie case, "the burden shifts to the employer to rebut the presumption of discrimination with evidence of a legitimate, nondiscriminatory reason for the ad- verse employment action." Id. "If the employer proffers a legiti- mate, nondiscriminatory reason, the burden shifts back to the em- ployee to show that the employer's reason is a pretext." Id. A rea- son is not pretextual "unless it is shown both that the reason was false, and that discrimination was the real reason." St. Mary's Honor Ctr. v. Hicks, 509 U.S. 502, 515, (1993).

Holladay establishes the prima facie case. She was over the age of forty, terminated, replaced with a substantially younger per- son, and was qualified for the job. See Liebman, 808 F.3d at 1299 ("[I]f a plaintiff has enjoyed a long tenure at a certain position, we can infer that he or she is qualified to hold that particular position.") (quotation marks omitted)). But Gestamp has offered a legitimate, non-discriminatory reason for firing Holladay—frequent com- plaints from suppliers about her work and inventory shortages on her accounts. The burden then shifts back to Holladay to show that the employer's reason was pretext. Holladay has failed to show that Gestamp's proffered reasons for her firing are "unworthy of cre- dence." Patterson v. Ga. Pac., LLC, 38 F.4th 1336, 1352 (11th Cir. 2022). The record supports Gestamp's claim that she received re- current supplier complaints and had ongoing performance issues.

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IV. Retaliation

Next, Holladay argues the district court erred when dismiss- ing her retaliation claims. To establish a prima facie retaliation claim under Title VII, the ADEA, or the FLSA, "a plaintiff must show that (1) she engaged in statutorily protected expression;

(2) she suffered an adverse employment action; and (3) the adverse action was causally related to the protected expression." Weeks v. Harden Mfg. Corp., 291 F.3d 1307, 1311 (11th Cir. 2002); see also Smith v. Haynes & Haynes P.C., 940 F.3d 635, 648 (11th Cir. 2019).

"An employee's complaint about discrimination constitutes pro- tected activity if the employee could reasonably form a good faith belief that the alleged discrimination existed." Jefferson v. Sewon Am., Inc., 891 F.3d 911, 924 (11th Cir. 2018) (internal quotation marks omitted).

Holladay has not established that she engaged in protected activity. Holladay argues that the emails she sent to her superiors on August 19 constituted protected activity. We disagree. The emails Holladay sent each complain of her low pay in light of her enduring commitment to the company.³At no point in her corre- spondence to her superiors did Holladay mention that her pay dis- parity was based on her age or sex. Complaints of unfairness alone, such as this, do not rise to the level of protected activity. See Coutu

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v. Martin Cnty. Bd. of Cnty. Comm'rs, 47 F.3d 1068, 1074 (11th Cir. 1995) (per curiam).⁴

V. EPA versus Title VII

Next, Holladay argues that the district court erred when it concluded that the evidence was sufficient for an EPA claim but not sufficient for a Title VII wage claim at summary judgment. The EPA is unlike the ADEA or Title VII because "[t]he plaintiff is not required to prove discriminatory intent on the part of the defend- ant." Miranda v. B & B Cash Grocery Store, Inc., 975 F.2d 1518, 1533 (11th Cir. 1992). The EPA "prescribes a form of strict liability." Id. Under the EPA, the onus is on the employer to estab- lish that the pay differential was premised on a factor other than sex. Under Title VII, however, the plaintiff must prove that the employer had a discriminatory in- tent. If the evidence is in equipoise on the issue of whether a salary differential is based on a factor other than sex, the plaintiff is entitled to judgment on her

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10 Opinion of the Court 24-13875 EPA claim. However, the employer prevails on the Ti- tle VII claim. Under Title VII, the risk of nonpersua- sion always remains with the plaintiff. Meeks v. Comput. Assocs. Int'l, 15 F.3d 1013, 1019 (11th Cir. 1994) (internal quotation marks omitted).⁵

The district court did not err in concluding that Holladay's evidence was sufficient to survive summary judgment on her EPA claim but not her Title VII claim. We have explicitly chosen not to apply EPA standards to cases that involve both EPA and Title VII claims. See Miranda, 975 F.2d at 1530. Thus, in order to survive summary judgment on her Title VII claim, Holladay has to prove that there was discriminatory intent. As explained above, she has not offered evidence sufficient for a reasonable jury to rule in her favor.

VI. Award Reduction

Next, Holladay argues that the district court erred when it reduced her award to only $138,259.95 in attorney's fees and $18,644.01 in costs. A reasonable attorney's fee is calculated "by multiplying the number of hours reasonably expended on the liti-

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24-13875 Opinion of the Court 11 gation times a reasonable hourly rate." Caplan v. All Am. Auto Colli- sion, Inc., 36 F.4th 1083, 1089 (11th Cir. 2022) (quotation marks omitted). This is known as the lodestar. Although "there is a 'strong presumption' that the lodestar is the reasonable sum the attorneys deserve," we have instructed that, in determining whether the lodestar amount is reasonable, the district court is to consider the twelve factors outlined by the former Fifth Circuit. Caplan, 36 F.4th at 1089 (citing Johnson v. Ga. Highway Express, Inc.,

488 F.2d 714 (5th Cir. 1974)). The district court should exclude from this initial fee calculation hours that were not "reasonably ex- pended." Hensley v. Eckerhart, 461 U.S. 424, 434 (1983). "A court should not award fees for time spent on unrelated, unsuccessful claims." Shannon v. Bellsouth Telecomms., Inc., 292 F.3d 712, 717 (11th Cir. 2002). Even if the claims are related, however, "[a] reduc- tion is appropriate if the relief, however significant, is limited in comparison to the scope of the litigation as a whole." Norman v. Hous. Auth. of Montgomery, 836 F.2d 1292, 1302 (11th Cir. 1988). Holladay failed to present sufficient evidence that the district court abused its discretion in reducing her attorney's fee award. The district court considered her success relative to the litigation as a whole. Because she was only successful on a singular EPA claim out of six total claims, the court reduced her award accord- ingly. See Norman, 836 F.2d at 1302; see also Shannon, 292 F.3d at 717 (finding no abuse of discretion in the reduction of a fee award where the success of the claim was "less than the relief he would have obtained" had he also succeeded on his other claims).

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12 Opinion of the Court 24-13875 The district court found that the petition fee was volumi- nous and that many of the entries were excessive or unnecessary. According to our binding precedent in Caplan, this analysis is enough to support an across-the-board reduction. 36 F.4th at 1095. The district court's order therefore "'articulate[d] the decisions it made, [gave] principled reasons for those decisions, and show[ed] its calculation'" to allow for "meaningful review." Loranger v. Stier- heim, 10 F.3d 776, 781 (11th Cir. 1994) (per curiam) (quotation marks omitted).

VII. Expenses

Next, Holladay argues that the district court erred when it denied her expense submission. The weekend before trial, Ges- tamp offered to settle Holladay's EPA claim. Then, the day before trial, the parties jointly moved to approve a proposed consent judg- ment. The proposed consent judgment was in favor of Holladay in the amount of $102,699.50 and resolved only her EPA claim. The payment covered three years of backpay, liquidated damages, and—as relevant here—an additional amount of reasonable attor- ney's fees, costs, and expenses.

Holladay's attorneys prepared a fee petition and bill of costs, which sought $9,891.52 in expenses. The district court granted Hol- laday's petition in part, but denied Holladay's expense demand be- cause the expenses submitted were "not permitted by Section 1920 or controlling precedent." Holladay v. Gestamp Ala., LLC, No. 2:21- CV-01712-AMM, 2025 WL 2486018, at *10 (N.D. Ala. Aug. 28,

2025).

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24-13875 Opinion of the Court 13 Holladay first argues there is a distinction between "costs"

under § 1920 and "expenses" associated with reasonable attorney's fees. We agree. In Evans v. Books-A-Million, we considered whether additional expenses that are not taxable as costs under § 1920 may nonetheless be awarded as attorney's fees under other statutes.⁶

762 F.3d 1288, 1298-99 (11th Cir. 2014). After analyzing Supreme Court precedent, we concluded that the plaintiff's expenses "for mediation, legal research, postage and travel may be awarded as attorneys' fees if the district court determines they were reasonably incurred in the course of case preparation, settlement, or litiga- tion." Id. at 1299. The district court, after concluding that Hol- laday's expense submission did not neatly fit into § 1920, declined to analyze the issue any further, effectively treating Holladay's ex- pense submission as an extension of her cost submission. But hav- ing determined in Evans that expenses are different from costs, we must next decide whether expenses are otherwise recoverable in this case.

Gestamp argues that recoverable expenses under § 1988, as seen in Evans, are not analogous to the case before us. See Glenn v. Gen. Motors Corp., 841 F.2d 1567, 1574 (11th Cir. 1988). Gestamp is correct that in a typical EPA case expenses would not be recovera- ble under the statute. "'[A]bsent explicit statutory or contractual authorization for the taxation of the expenses of a litigant's witness

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14 Opinion of the Court 24-13875 as costs, federal courts are bound by the limitations set out in 28 U.S.C. § 1821 and § 1920.'" Id. at 1574 (quoting Crawford Fitting Co.

v. J. T. Gibbons, Inc., 482 U.S. 437, 445 (1987)). However, this case differs in a significant way. Here, we have a consent judgment approved by the district court that pro- vided for recovery of Holladay's "reasonable attorneys' fees to- gether with expenses and costs." Holladay v. Gestamp Ala., LLC, No. 2:21-CV-01712-AMM, 2024 WL 5425135 (N.D. Ala. Oct. 28, 2024) (emphasis added). Even though the EPA only allows for "a reason- able attorney's fee to be paid by the defendant, and costs of the ac- tion," the consent judgment explicitly includes additional expenses.

29 U.S.C. § 216(b).⁷The district court erred when it ignored the separate contract between the parties created by the consent judg- ment. See Turner v. Orr, 785 F.2d 1498, 1502 (11th Cir. 1986) (con- struing a consent judgment as a contract). This consent judgment qualifies as the "contractual authorization" discussed in Glenn. 841 F.2d at 1574. Thus, the district court needs to determine whether the expenses submitted by Holladay were "reasonably incurred in the course of case preparation, settlement, or litigation." Evans, 762 F.3d at 1299.

Because the district court abused its discretion when it ana- lyzed Holladay's expense submission exclusively under § 1920, we

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24-13875 Opinion of the Court 15 vacate and remand for further proceedings consistent with this opinion.

VIII. Evidentiary Hearing

Last, Holladay argues that the district court erred when it did not hold an evidentiary hearing to resolve factual disputes about the attorney's fees. The district court is "not required to hold an evidentiary hearing prior to making an award of fees." Sweeney

v. Athens Reg'l Med. Ctr., 917 F.2d 1560, 1567 n.8 (11th Cir. 1990). An evidentiary hearing is occasionally necessary "where an evidentiary hearing was requested, where there were disputes of fact, and where the written record was not sufficiently clear to allow the trial court to resolve the disputes of fact." Norman, 836 F.2d at 1303; Caplan, 36 F.4th at 1093. An evidentiary hearing is not necessary if there is a dispute over "the reasonableness of the fee, the reasona- bleness of the hours and the significance of outcome." Norman, 836 F.2d at 1304. If a fact in dispute is not relevant to the actual alloca- tion of fees, an evidentiary hearing should not be required. Sweeney,

917 F.2d at 1567 n.8. The district court did not err when it declined to hold an evidentiary hearing. Assuming, arguendo, that Holladay did re- quest an evidentiary hearing, she has not shown that a hearing would be necessary. Holladay argues that the district court should have granted her request "to provide her attorneys an opportunity to defend the hours claimed against the generic challenges raised by Gestamp" because there were disputes over the interrelatedness of claims and the necessity of certain work. However, she has not

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16 Opinion of the Court 24-13875 identified a material fact in dispute that could not be resolved by the record alone. Contentions about the reasonableness of hours and fees are well within the expertise of the district court. See Nor- man, 836 F.2d at 1303.

IX. Conclusion

We affirm the district court on all issues apart from the de- nial of expenses. On the issue of expenses, we vacate the district court's order and remand for further proceedings consistent with this opinion.

AFFIRMED IN PART AND VACATED AND

REMANDED IN PART.

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