In the

United States Court of Appeals 

For the Seventh Circuit ____________________ 

Nos. 23-1527 & 23-2566 

UIRC-GSA HOLDINGS, LLC, 

Plaintiff-Appellant, 

v.

WILLIAM BLAIR & COMPANY, L.L.C., and MICHAEL KALT, 

Defendants-Appellees. 

____________________ 

Appeals from the United States District Court for the

Northern District of Illinois, Eastern Division.

No. 15-cv-9518 — Robert W. Gettleman, Judge. 

____________________ 

ARGUED OCTOBER 26, 2023 — DECIDED JANUARY 12, 2024 

____________________ 

Before FLAUM, BRENNAN, and KIRSCH, Circuit Judges. 

BRENNAN, Circuit Judge. UIRC-GSA Holdings acquires and 

manages properties occupied by the U.S. government. William Blair is a financial services company. Blair was helping 

UIRC with a bond offering when a third company undertook

a similar offering. Both UIRC and the third company used certain documents during the offering process. UIRC showed 

Blair its documents, which UIRC had copyrighted. When 

UIRC learned that Blair was involved in the similar offering, 
2 Nos. 23-1527 & 23-2566 

UIRC sued Blair for copyright infringement. Blair prevailed 

at summary judgment and the district court awarded Blair attorneys’ fees under the Copyright Act. UIRC now appeals, arguing the district court erred when it ruled that UIRC lacked 

the requisite originality for valid copyrights in the documents 

and by awarding fees to Blair. 

UIRC did not independently draft much of the text in the 

documents, and the new text it drafted consists entirely of uncopyrightable material. The district court was correct to grant 

Blair’s summary judgment motion, and that court did not 

abuse its discretion by awarding Blair fees.

I. Background

UIRC acquires and manages properties leased to the U.S. 

General Services Administration. To acquire these properties, 

UIRC needs to raise money. But finding outside sources of 

capital is challenging for UIRC, as government-occupied 

rental property presents unique risks. For example, although 

the government is unlikely to fail to pay its rent, it often occupies an entire building; if it decides to leave, the building empties immediately. 

UIRC came up with a strategy to pool a dozen GSA properties, use the pool as security for a bond, then offer the bond 

to the market. By spreading the risks out across numerous 

properties, UIRC hoped the bonds would present a more appealing investment opportunity. 

To facilitate the offering, UIRC produced two documents: 

a private placement memorandum (PPM) and an indenture 

of trust. PPMs advertise the bonds; trust indentures govern 

the bond issuer’s relationship with anyone who buys them. 

UIRC did not draft these offering documents from scratch. 
Nos. 23-1527 & 23-2566 3

One of UIRC’s lawyers emailed UIRC executives a copy of offering documents prepared by the Idaho Housing and Finance Association (“Idaho”). The UIRC executives then used 

language from the Idaho documents in their own drafts. 

When UIRC’s first transaction closed in the summer of 

2012, UIRC submitted the corresponding PPM and indenture 

of trust to the U.S. Copyright Office. The Copyright Office 

asked UIRC to clarify which parts of the bond documents reflected “the author’s original text or substantial revisions to 

the preexisting text,” noting that courts have limited copyrights in contractual agreements that way. UIRC clarified it 

wanted a copyright only in the “additional and revised text” 

it drafted, not the “standard legal language.” The Copyright 

Office approved the application with the limiting language. 

After a second, less successful, offering, UIRC decided to 

hire a placement agent to help it market the bonds. Enter William Blair. Blair worked with UIRC on the third and fourth 

transactions. UIRC also copyrighted the additional and revised text in, as relevant here, the fourth transaction’s associated offering documents. 

But trouble ensued. While Blair and UIRC were working 

on the fifth transaction, another company hired Blair to draft 

bond documents and find investors for a similar transaction. 

According to UIRC, the bond documents the third party used 

were strikingly similar to UIRC’s documents from the first 

and fourth transactions. They were so similar, in fact, that references to UIRC remained in the final documents. 

When UIRC learned about the similar transaction, it sued. 

Among its claims, UIRC alleged Blair copied original portions 

of the first and fourth sets of UIRC’s offering documents, 
4 Nos. 23-1527 & 23-2566 

infringing its copyrights in violation of the Copyright Act, 17 

U.S.C. §§ 101 et seq.

After discovery, Blair and UIRC moved for summary 

judgment. The district court granted Blair’s motion, deciding 

that UIRC’s offering documents could not be subject to copyright protection. Key to the district court’s decision was that 

UIRC’s documents were “incredibly similar” to the Idaho 

documents. And the non-trivial language UIRC added—facts, 

short phrases, and functional language—could not be copyrighted. 

After final judgment, Blair as the prevailing party moved 

to recover its attorneys’ fees, permitted under 17 U.S.C. § 505. 

The district court applied the factors the Supreme Court endorsed for § 505 fees motions in Fogerty v. Fantasy, Inc., concluding at least three of the four factors weighed toward Blair. 

See 510 U.S. 517, 534 n.19 (1994). So, the district court granted 

Blair’s motion. 

UIRC filed separate appeals from the summary judgment 

and fees orders, which we have consolidated for consideration and decision.

II. Copyrightability

A plaintiff must prove two elements to establish copyright 

infringement. First, he must demonstrate he owns “a valid 

copyright.” Feist Publ’ns, Inc. v. Rural Tel. Serv. Co., 499 U.S. 

340, 361 (1991). Second, he must show the defendant copied 

“constituent elements of the work that are original.” Id. Because we resolve UIRC’s claim on the first element, we do not 

discuss the second.

The Constitution empowers Congress to “secur[e] for limited Times to Authors ... the exclusive Right to their 
Nos. 23-1527 & 23-2566 5

respective Writings ... .” U.S. CONST. art. I, § 8, cl. 8. Congress 

has exercised this copyright power, restricting the exclusive 

right of protection to “original works of authorship fixed in 

any tangible medium of expression ... .” 17 U.S.C. § 102(a) 

(2023). 

To qualify for copyright protection, a work must be original to the author. Feist, 499 U.S. at 345. Originality is the glue 

holding copyright law together. An original work is one the 

author “independently created” and “possesses at least some 

minimal degree of creativity.” Id. But originality cannot bind 

everything. Ideas, methods of operation, concepts, and the 

like, no matter how independent and creative, are not copyrightable. See, e.g., 17 U.S.C. § 102(b). 

UIRC did not independently create most of the language 

in the documents at issue. Instead, it copied much of the language from the Idaho materials. We agree with the district 

court that the language UIRC did draft lacks the creative expression required for copyright protection. It is either facts, 

fragmented phrases, or language dictated solely by functional 

considerations. 

A.

To support a valid copyright, a writing must be independently created. Feist, 499 U.S. at 345. There must be “sufficient nontrivial expressive variation” in the writing in question, so as “to make it distinguishable from [an] underlying 

work in some meaningful way.” Schrock v. Learning Curve 

Int’l, Inc., 586 F.3d 513, 521 (7th Cir. 2009)1; see Nova Design 

1 Schrock is a derivative-use case. See id. at 518. When an author combines “preexisting material in which copyright subsists” and some “material contributed by the author,” the author’s additions can support a 
6 Nos. 23-1527 & 23-2566 

Build, Inc. v. Grace Hotels, LLC, 652 F.3d 814, 818 (7th Cir. 2011). 

Outright copying, thus, obviates originality. Feist, 499 U.S. at 

345. 

Independent creation is a short hurdle, but it still matters. 

For example, consider photographs of Thomas & Friends 

train characters, which this court held were distinguishable 

from the characters themselves. Schrock, 586 F.3d at 522. The 

photographer’s “angle, perspective, lighting, and dimension” 

supplied the variation making them copyrightable. Id. The 

copyright was “narrow,” but it was a copyright nonetheless. 

Id. 

An influential treatise uses a different visual art form—

painting—to explain distinguishable variation. See 1 NIMMER 

ON COPYRIGHT § 2.01(A)(1). Suppose an art student creates a 

master copy of a Rembrandt. His canvas mirrors the original

to the last brushstroke (an artistic accomplishment on its 

own). But “he has not produced anything that ‘owes its 

origin’ to him ... .” Id. (quoting Burrow-Giles Lithographic Co. 

v. Sarony, 111 U.S. 53, 58 (1884)). Authorship is what copyright 

demands. Id.

Or, consider the Supreme Court’s tale of two poets. See 

Feist, 499 U.S. at 345–46. “[E]ach ignorant of the other,” they 

write identical poems. Id. at 346. Both are copyrightable even 

though neither is novel. Unlike the Rembrandt imitator, the 

copyright. 17 U.S.C. § 103(a), (b) (2023). We do not discuss that nook of 

copyright law here. Instead, we end the analysis by holding that UIRC’s 

copyright is invalid. Regardless, for purposes of independent creation, the

fact that Schrock is a derivative-use case is not important—“the originality 

requirement for derivative works is not more demanding than the originality requirement for other works ... .” 586 F.3d at 521.
Nos. 23-1527 & 23-2566 7

poets have established authorship by creating something entirely of their own.

UIRC and Idaho are unlike these two poets. UIRC has admitted to knowing the Idaho documents existed. And if Idaho 

is Rembrandt, UIRC is the art student: much of the language

UIRC highlights in its copyrighted documents is indistinguishable from language Idaho created.2 Where they differ, 

most of UIRC’s nuances are “[]trivial ... variations,” wholly 

unlike the toy photographer’s perspective and lighting.

Schrock, 586 F.3d at 521. 

Consider three highlighted sections from UIRC’s documents. First, UIRC highlighted Article V, Section 5.01 in its 

indenture of trust for the fourth bond offering. The only differences (besides formatting) between Section 5.01 in Idaho’s 

indenture of trust and that same section in UIRC’s document 

are nine substitutions of “Project” for “Properties”; a change 

from “Borrower” to “Issuer”; and a new clause reading, “and 

initial funding of reserves for the Bonds.” Even the section 

number is the same. 

Second, in the final PPM for its fourth offering, UIRC highlighted Sections 3(b), 4, and 5 (among others) under “Pledge 

of Trust Estate.” Again, UIRC uses the highlighter to lasso 

every word composing these paragraphs. But here UIRC 

made only one change to Idaho’s version: it ended section 5 

with a period, and Idaho used a semicolon. 

Third, consider the “Application of Revenues” sections—

specifically, the paragraphs of UIRC’s PPM for its first 

2 In its filings in the district court, UIRC used a highlighter to indicate 

the copyrighted sections of its documents.
8 Nos. 23-1527 & 23-2566 

transaction concerning the order of payments. In this section, 

UIRC describes how the trustee will distribute money to the 

various accounts or funds and for what purposes and how the 

trustee and issuer can use the remaining money. UIRC explains it had to draft the payment flow exactly as it did to assure bondholders that “problems at one of the ... properties 

would not materially affect” their security. Idaho has a similar 

section. As UIRC explains it, this is the most important aspect 

of its bond structure. Although this is perhaps UIRC’s best 

claim to originality, it still fails. See also infra II(B).

The trivial variations persist in the version of the Application of Revenues section in the PPM for UIRC’s first transaction. In one paragraph, UIRC deletes one deadline; switches 

out “following” for “after” and “with” for “in”; and swaps a 

second deadline with its own. In another paragraph, it simply 

replaces “Expense Fund” with “Administrative Expense 

Fund” and “S&P” with “NAIC.” 

Small variations aside, UIRC did contribute new, substantive material to this Application of Revenues section. Rather 

than disqualify the whole document, copyright law may still 

protect what UIRC contributed. Nova Design Build, 652 F.3d at 

818; Pickett v. Prince, 207 F.3d 402, 405 (7th Cir. 2000); Merritt 

Forbes & Co. Inc. v. Newman Inv. Sec., Inc., 604 F. Supp. 943, 951, 

953 (S.D.N.Y. 1985) (considering copyrightability of a bond 

document, but denying summary judgment motion because

originality is genuine issue of material fact, and explaining

that “new elements” of a copied work are the only ones “protected by copyright”). 

In Nova Design Build, Inc. v. Grace Hotels, a design company 

claimed that a hotel conglomerate infringed its copyrights in 

its architectural designs. 652 F.3d at 815–16. Grace Hotels and 
Nos. 23-1527 & 23-2566 9

Nova had agreed to work together on a new Holiday Inn 

Express, with Nova supplying the designs. Id. at 815. The 

agreement fell apart, and, after Grace built the hotel, Nova 

sued, alleging Grace used its designs anyway. Id. at 816. This 

court sided with Grace. Id. at 818. Nova’s designs were generally based on the Holiday Inn Express prototype. But some of 

its designs contained “added features,” such as an extra floor, 

which lacked originality. Other features “were specifically requested by Grace.” The court concluded that “there was no 

creative element to these features” warranting copyright protection. Id.

This is the approach we take here. UIRC cannot use the 

highlighter to make Idaho’s contributions disappear. But copied language does not de facto taint the whole work. Thus, we 

next consider whether the Copyright Act can protect the uncopied material.

B. 

After excising the copied language, what remains is a mixture of fragmented phrases, facts, and language dictated 

solely by functional considerations. Fragmented phrases and 

facts are not copyrightable. Harper & Row, Publishers, Inc. v. 

Nation Enters., 471 U.S. 539, 547 (1985) (facts); Alberto-Culver 

Co. v. Andrea Dumon, Inc., 466 F.2d 705, 711 (7th Cir. 1972) 

(short phrases and expressions). Language dictated solely by 

function is not copyrightable either. Publ’ns Int'l, Ltd. v. Meredith Corp., 88 F.3d 473, 480, 481 (7th Cir. 1996). 

As above, we return to the Application of Revenues sections of the PPM for UIRC’s first transaction. Some of UIRC’s

more substantive contributions are facts or fragmented 

phrases. For example, it replaced some of Idaho’s language 
10 Nos. 23-1527 & 23-2566 

with “Mortgage,” “Assignment of Lease,” and “Collateral Assignment of Rents” in a list of legal documents in the opening 

paragraph of the section. Elsewhere, it added the phrase “the 

Loan Agreement obligates the Borrower to (and the Issuer 

shall cause the Borrower to)” to Idaho’s language in the first 

paragraph of the section. Other contributions are more substantial. For example, although UIRC used some of Idaho’s 

language for the payment order section discussed above, 

UIRC re-sequenced the paragraphs, creating a different order. 

And the order matters.

But here, and wherever UIRC made substantive additions, 

it was not creative expression. Rather, UIRC was responding 

to the demands of function. Two key cases illustrate how

functional additions differ from creative additions. 

First, in Publications International, Ltd. v. Meredith Corp., a 

publisher argued that it had a copyright in a series of recipes, 

but the recipes amounted to a list of ingredients and step-bystep instructions for making the dishes. See 88 F.3d at 475, 480. 

This alone could not support a valid copyright. Id. at 480. 

Without any “expressive elaboration upon [their] functional 

components,” the recipes were “barebones,” nothing more 

than “the directions for producing a certain dish.” Id. at 480, 

481; see 1 NIMMER, supra, § 2A.13. Considering the definition 

of a “recipe,” this court concluded that, at its most fundamental, a recipe is an uncopyrightable “‘procedure, process, [or] 

system.’” Publ’ns Int'l., 88 F.3d at 481 (quoting 17 U.S.C. 

§ 102(b)) (alteration in original). Had the publisher commented on the history of the recipe or provided wine pairings, 

for example, it could copyright the recipe. See id.

So too here. UIRC included no expressive elaborations, 

choosing instead to present its idea to potential investors with
Nos. 23-1527 & 23-2566 11

the formal technicality common to bond documents. Bond 

documents are, at their foundation, barebones descriptions of 

the offering and terms and conditions. See, e.g., Prospectus, 

BLACK’S LAW DICTIONARY (11th ed. 2019); Indenture/corporate 

indenture, BLACK’S LAW DICTIONARY (11th ed. 2019).3 Without 

any elevating creativity, the documents consist of little more 

than an uncopyrightable “method of operation” or “process.” 

17 U.S.C. § 102(b) (2023). 

UIRC gives some insight into its drafting process. Even 

though there were other ways UIRC could explain the payment of order flows provision, it wrote the provision exactly 

as it did to assure bondholders that their security would be 

safe. For example, when the second bond offering was less 

successful, UIRC cited “changes it made to its bond documents.” 

An author’s decision to phrase things one way may in 

some cases be evidence of creative expression. In American 

Dental Ass’n v. Delta Dental Plans Ass’n, for example, the creativity in a taxonomy of dental procedures was the author’s 

classification and explanation after “the fundamental scheme 

ha[d] been devised.” 126 F.3d 977, 979 (7th Cir. 1997). But in 

American Dental, and unlike here, functional demands did not 

constrain the taxonomist’s prosaic choice.

In the second key case, Incredible Technologies, Inc. v. Virtual 

Technologies, Inc., this court rejected a copyright infringement 

3 See also Boyle v. Stephens, Inc., No. 97 Civ. 1351 (SAS), 1998 WL 80175, 

at *5 (S.D.N.Y. Feb. 25, 1998) (“[P]laintiff’s copyright does not preclude 

others from also describing ... fund characteristics ... . Otherwise, plaintiff 

could prevent competitors from fully describing the mutual fund concept 

in a prospectus or other selling materials ... .”).
12 Nos. 23-1527 & 23-2566 

claim in the markings on an arcade cabinet’s control panel. 

400 F.3d 1007, 1014, 1013 (7th Cir. 2005). Incredible Technologies made the Golden Tee arcade game. Id. at 1009. Virtual 

Technologies decided to make a competing arcade game—

PGA Tour Golf. Id. Virtual Technologies wanted to make a 

game very similar to Golden Tee. Id. at 1010. So it purchased 

a Golden Tee cabinet and hired a firm to design a game that 

could fit seamlessly within IT’s preexisting system. PGA Tour 

Golf’s control panel, unsurprisingly, turned out “nearly identical” to Golden Tee’s. Id. The panels consisted of a trackball 

in the center (a “golfer” “swings” by rolling it), arrows around 

the trackball, a horizontal graphic demonstrating flight paths 

(indicating the direction the “ball” would move), five buttons 

around the trackball, and textual instructions. Id. at 1010, 

1013. 

This court ruled that IT’s control panel was not subject to 

copyright protection because practical, non-creative reasons 

governed IT’s choices. Id. at 1013. First, the control panel’s layout was “dictated by functional considerations.” Id. at 1014.

The trackball must have been in the middle so both left- and 

right-handed golfers could use it. Second, IT situated the buttons “for purposes of convenience”; this choice “cannot be 

said to be expressive.” Third, an arrow is not “imaginative or 

creative,” even though “something other than an arrow could 

have been used to indicate direction.” Id. Here, UIRC may 

have chosen its language carefully, but as in Incredible Technologies, its choices were driven by convenience and function, 

not creativity. So, we hold that UIRC’s documents are not entitled to copyright protection. 
Nos. 23-1527 & 23-2566 13

C. 

Before turning to attorney’s fees, we review four final 

points. 

First, UIRC’s bond documents could resemble advertisements, which “are clearly copyrightable.” 1 NIMMER, supra, 

§ 2A.08(G)(4). Even if the bond documents were advertisements, the fact that a writing advertises a product does not 

make it per se copyrightable. The question remains whether 

the work has some spark of creative expression. See id.

(whether content is dictated solely by functional considerations is still relevant issue in advertising context). As an advertisement or as a legal instrument, the uncopied parts of the 

bond documents are not creative enough.

Second, just as Publications International did not hold that 

recipes are per se uncopyrightable, we do not hold that bond 

documents are per se uncopyrightable. See 88 F.3d at 482. Legal documents could be copyrightable just as paintings are. 

See generally 1 NIMMER, supra, § 2A.11. And although legal 

documents are hardly works of art, the Supreme Court divorced meritoriousness and creativeness more than 100 years 

ago. See Bleistein v. Donaldson Lithographing Co., 188 U.S. 239, 

251–252 (1903). 

Third, UIRC relies on Seng-Tiong Ho v. Taflove to argue it 

can copyright the “arrangement, expression and manner of 

presentation” of its documents. 648 F.3d 489, 499 (7th Cir. 

2011) (quotations omitted). In Taflove, a professor and a graduate student sued another professor and graduate student, 

claiming copyright infringement of a mathematical model. Id.

at 493–94. The plaintiffs in Taflove argued that the model’s 

equations and figures, as well as the text describing the 
14 Nos. 23-1527 & 23-2566 

model, were subject to copyright protection. Id. at 494, 500. 

Because their idea could be expressed in only one way, a copyright over that expression is invalid, so the court ruled for 

the defendants. Id. at 498, 500. 

But UIRC focuses on a different part of the opinion. The

Taflove plaintiffs relied on a Seventh Circuit case ensuring authors protection over the “arrangement, expression and manner of presentation” of mathematical data. Id. at 499; see FlickReedy Corp. v. Hydro-Line Mfg. Co., 351 F.2d 546, 548 (7th Cir. 

1965). But the Taflove court found that case to be about the 

style of the writing, not its words. Taflove, 648 F.3d at 499. And 

the Taflove plaintiffs did not argue that “the defendants appropriated their creative presentation” of their research, but 

that the defendants “copied the substance of the equations, figures and text.” Id. The same is true here. UIRC focuses not on

“such aspects as the color or font” of its documents but on the 

language it used. Id. It cannot shoehorn substance into 

caselaw addressing style.

Fourth, UIRC points out that witnesses described the documents as “creative,” which it bears as a stone and sling sure 

to outmatch our precedent. But “an expert may not offer legal 

opinions,” so we need not consider this testimony further. 

Jimenez v. City of Chicago, 732 F.3d 710, 721 (7th Cir. 2013). 

Having decided that the district court did not err by 

awarding summary judgment to Blair, we turn to UIRC’s appeal of the district court’s fees decision.

III. Attorneys’ Fees 

UIRC disagrees with the district court’s award of 

$1,531,611.75 in attorneys’ fees to Blair under the Copyright 

Act’s fees provision. “In any civil action” under the Copyright 
Nos. 23-1527 & 23-2566 15

Act, a court “in its discretion” may “award a reasonable attorney’s fee to the prevailing party ... .” 17 U.S.C. § 505 (2023). 

Accordingly, we will reverse only if the district court abuses 

this discretion. Sullivan v. Flora, Inc., 936 F.3d 562, 575 (7th Cir. 

2019). An abuse of discretion is “an erroneous conclusion of 

law, a record that contains no evidence rationally supporting 

the court’s decision, or facts that are clearly erroneous as the 

district court found them.” LHO Chicago River, L.L.C. v. 

Rosemoor Suites, LLC, 988 F.3d 962, 967 (7th Cir. 2021). 

The Supreme Court has permitted courts to use four factors to “guide [their] discretion.” Fogerty, 510 U.S. at 534 n.19. 

The factors are: 

(1) the frivolousness of the suit; (2) the losing 

party’s motivation for bringing or defending 

against a suit; (3) the objective unreasonableness of 

the claims advanced by the losing party; and (4) the 

need to advance considerations of compensation 

and deterrence. 

Live Face on Web, LLC v. Cremation Soc’y of Illinois, Inc., 77 F.4th 

630, 631 (7th Cir. 2023) (citing Fogerty, 510 U.S. at 534 n.19)). 

Ultimately, “there is a strong presumption that prevailing 

defendants may recover costs.” Design Basics, LLC v. Kerstiens 

Homes & Designs, Inc., 1 F.4th 502, 508 (7th Cir. 2021). When 

we have reversed a district court’s entry of § 505 fees, we have 

done so because the district court failed to consider the Fogerty

factors or reached an obviously wrong result when considering them. See Mostly Memories, Inc. v. For Your Ease Only, Inc., 

526 F.3d 1093, 1099 (7th Cir. 2008); Eagle Servs. Corp. v. H2O 

Indus. Servs., Inc., 532 F.3d 620, 623 (7th Cir. 2008). 
16 Nos. 23-1527 & 23-2566 

The district court considered all four factors and did not 

abuse its discretion in awarding fees to Blair. First, the court 

held UIRC failed to rebut the presumption in favor of Blair on 

the first factor (frivolousness). Second, the court assumed that 

UIRC won the second factor (improper motive) without much 

discussion. Third, the court sided with Blair on the third factor (objective unreasonableness of the claim). The district 

court found UIRC’s decision not to be forthcoming about the 

Idaho documents, either earlier in the litigation or before the 

Copyright Office, problematic. Fourth, similarly, the court 

sided with Blair on the fourth factor (advancing considerations of compensation and deterrence) because of UIRC’s failure to disclose. 

Finally, Blair has requested that we extend the district 

court’s fee order to the attorneys’ fees it incurred defending 

this appeal. We invite Blair to move for those fees with the 

appropriate substantiation within 30 days of the date of this 

decision, after which UIRC will have 15 days to respond. 

IV. Conclusion

UIRC did not have a valid copyright in the bond documents it alleges Blair copied. Much of its language is indistinguishable from the language Idaho used in its documents, 

and the nontrivial additions are not copyrightable. To boot, 

the district court properly weighed the Fogerty factors, so it 

did not abuse its discretion in awarding fees to Blair.

We therefore AFFIRM the district court’s decision to enter 

summary judgment for Blair and to award Blair fees.