In this task, you will be shown a prompt from a judicial decision and multiple holding statements derived from citations following text in a legal decision.  Holdings represent the governing legal rule when the law is applied to a particular set of facts. There are five answer choices for each citing text. The correct answer is the holding statement that corresponds to the citing text. You should write an incorrect option. Even though there exist multiple wrong answers, we only need a single wrong answer. There is a <HOLDING> token in the position of the citing text prompt where the holding statement was extracted.
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Question: first time a party must specify the statute authorizing attorney’s fees is in the Rule 54 motion (unless otherwise provided by statute or court order). In Missouri, attorney’s fees are not recoverable from another party, except when a contract or statute allows it. Essex Contracting, Inc. v. Jefferson County, 277 S.W.3d 647, 657 (Mo. banc 2009). The second sentence of the Missouri commissions statute is such an exception to the general Missouri rule. Kraft v. Edwards, 946 S.W.2d 775, 776 (Mo.App.1997). The district judge’s ruling that there was no statutory basis for an award of attorney’s fees is erroneous as a matter of law. On remand, the district court should consider whether to award attorney’s fees. See Chem-Trend, Inc. v. Newport Indus., Inc., 279 F.3d 625, 631 (8th Cir.2002) (<HOLDING>). Because this case as tried addressed only 
 Holding statements: (A) recognizing discretion of district court in determining a fee award (B) holding that the most critical factor in determining the reasonableness of a fee award is the degree of success obtained (C) recognizing district courts discretion to consider pending state charge in determining sentence (D) recognizing court discretion in determining reasonable fee under rule 11 (E) holding that attorneys fee award in a common fund case must be  reasonable under the circumstances

Answer: holding that the most critical factor in determining the reasonableness of a fee award is the degree of success obtained


Question: removed. Section 141(b) does not contemplate that a director’s term could end through board shrinkage. A bylaw that seeks to achieve this result conflicts with Section 141(b) and is void. This interpretation of Section 141(b) comports with how our law has developed. Under the common law, “the voluntary assumption of management responsibility by the directors carried with it a concomitant vested right to serve out the full term for which they were elected unless there was cause for removal....” Drexler, supra, § 13.01, at 13-2; see Roven v. Cotter, 547 A.2d 603, 608 (Del.Ch.1988) (“At common law a director had a vested right in his position arising from his duties and responsibilities to the corporation.”); see also Campbell v. Loew’s, Inc., 134 A.2d 852, 857 (Del.Ch.1957) (Seitz, C.) (<HOLDING>). “Prior to 1967, the [DGCL] was silent as to 
 Holding statements: (A) holding that a direct action could not be maintained because the declaration does not allege the violation of any right personal to plaintiff but only violation of rights common to all the stockholders (B) recognizing common law authority of stockholders to remove a director for cause (C) recognizing common law privileges (D) recognizing the presidents authority to remove sec members for good cause despite governing statutes silence (E) recognizing common law cause of action as thirdparty beneficiary

Answer: holding that a direct action could not be maintained because the declaration does not allege the violation of any right personal to plaintiff but only violation of rights common to all the stockholders


Question: to regulate conduct that occurs within its own borders. For example, the plaintiff in P.V. was a New Jersey resident pursuing a tort claim against a Pennsylvania charity for conduct that occurred in Pennsylvania. Id. at 153, 962 A.2d 453. The Court found both of the conditions that it noted for affording comity: (1) applying New Jersey’s broad charitable immunity to the activity in Pennsylvania would “substantially impair[ ]” Pennsylvania’s “ability to regulate the conduct of those who chose to operate within its borders,” and (2) applying Pennsylvania law would not prevent New Jersey from applying its law of charitable immunity to activities within New Jersey. Id. at 153, 962 A.2d 453. The parallel of this case to P.V. rests on the fa N.J.Super. 145, 159, 689 A.2d 158 (App. Div. 1997) (<HOLDING>), appeal dismissed, 152 N.J. 361, 704 A.2d 
 Holding statements: (A) recognizing that pennsylvania had no interest in denying its residents the greater damages available under new jersey consumer fraud statutes for claims against a new jersey seller (B) recognizing new jerseys interest in deterrence of tortious misconduct as a relevant factor in choice of law decisions applicable where two of defendants were new jersey residents from whom damages were sought for their negligent acts in new jersey (C) recognizing that alabama had no interest in denying its residents the procedural and substantive advantages afforded under new jerseys product liability and consumer fraud statutes but not alabamas for claims against a new jersey manufacturer (D) recognizing israel had no interest in denying its citizens the substantive advantages of new jersey defamation law in new jersey residents claims for defamation published in new jersey (E) holding purposeful and deliberate omission on enactment of new jersey sales and use tax of exemption found in new york counterpart act which served as the model for new jersey act

Answer:
recognizing that pennsylvania had no interest in denying its residents the greater damages available under new jersey consumer fraud statutes for claims against a new jersey seller