Shelby's Landing-II, Inc., Richard Deckard, Jr., Marilyn Deckard, and Deckard Realty & Development Co. v. PNC Multifamily Capital Institutional Fund XXVI Limited Partnership

FILED
Dec 21 2016, 6:56 am

CLERK
Indiana Supreme Court
Court of Appeals
and Tax Court

ATTORNEY FOR APPELLEES ATTORNEY FOR APPELLANTS
Kenneth J. Munson Christopher J. McElwee
Hoover Hull Turner LLP Monday Jones & Albright
Indianapolis, Indiana Indianapolis, Indiana

IN THE
COURT OF APPEALS OF INDIANA

Shelby’s Landing – II, Inc., December 21, 2016
Richard Deckard, Jr., Marilyn Court of Appeals Case No.
Deckard, and Deckard Realty & 73A01-1509-CC-1403
Development Co., Appeal from the Shelby Superior
Appellants-Defendants, Court
The Honorable Charles D.
v. O’Connor, Special Judge
Trial Court Cause No.
PNC Multifamily Capital 73D01-1108-CC-259
Institutional Fund XXVI
Limited Partnership, Columbia
Housing SLP Corporation and
Shelby’s Landing II – L.P.,
Appellees-Plaintiffs.

Pyle, Judge.

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 Statement of the Case
[1] Appellants-Defendants, Shelby’s Landing-II, Inc. (“Shelby’s Landing”);

Richard Deckard, Jr. (“Richard”); Marilyn Deckard (“Marilyn”); and Deckard

Realty & Development Co. (“Deckard Realty”) (collectively, “the

Defendants”), appeal the trial court’s judgment in favor of Appellees-Plaintiffs,

PNC Multifamily Capital Institutional Fund XXVI Limited Partnership (“PNC

Multifamily”); Columbia Housing SLP Corporation (“Columbia”); and

Shelby’s Landing II-L.P. (“the Partnership”) (collectively, “the Plaintiffs”), in

their breach of contract claim. The Defendants argue that it was error for the

trial court to find that they had misappropriated the Partnership’s funds and

committed theft because the Plaintiffs did not raise misappropriation or theft

claims in their complaint. They also argue that the trial court abused its

discretion by awarding the Plaintiffs an unreasonable amount of attorney fees.

[2] We conclude that, regardless of the trial court’s misappropriation and theft

findings and conclusions, there were adequate uncontested findings and

conclusions to support the trial court’s judgment. Because we also conclude

that the trial court awarded the Plaintiffs a reasonable amount for their attorney

fees, we affirm the trial court’s judgment.

[3] We affirm.

Issues
1. Whether the trial court erred when it entered findings that the
Defendants had committed misappropriation and theft.

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 2. Whether the trial court abused its discretion in determining the
amount of attorney fees to award the Plaintiffs.

Facts
[4] In April 2005, Shelby’s Landing, Deckard Realty, Columbia, and PNC

Multifamily entered into a limited partnership agreement (“Partnership

Agreement”), forming the Partnership. The purpose of the Partnership was to

“construct, rehabilitate, acquire, own, maintain, manage, lease, sell, mortgage,

or otherwise dispose” of property in Shelbyville, Indiana, in order to profit from

a tax credit system designed to encourage private investment in low-income

housing developments. (App. 220). The Partnership Agreement named

Shelby’s Landing as the General Partner of the Partnership; PNC Multifamily

and Columbia as the Limited Partners (collectively, “the Limited Partners”) of

the Partnership; and Deckard Realty as the developer of the Partnership. The

President of Shelby’s Landing, Richard, was also the President of Deckard

Realty.

[5] Pursuant to the Partnership Agreement, Shelby’s Landing’s duties as General

Partner included, in relevant part: (1) managing the Partnership’s business; (2)

keeping and maintaining the Partnership’s accounting records; (3) advancing all

funds necessary to meet operating deficits; (4) maintaining tenant security

deposits in separate accounts; and (5) making an immediate capital contribution

to fund any necessary credit adjustment amounts. It was also prohibited from,

without the consent of the Limited Partners, borrowing from the Partnership;

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 commingling partnership funds with the funds of any other person; or causing

the Partnership to make any loan or advance to any other person.

[6] The same day that the partners executed the Partnership Agreement, Deckard

Realty, Richard, and Marilyn (collectively, “the Guarantors”) executed a

guaranty agreement (“Guaranty Agreement”). In the Guaranty Agreement, the

Guarantors guaranteed:

to the Partnership and the Limited Partners the full and prompt
payment, performance, observance, compliance, and satisfaction
of all obligations, covenants, representations, and warranties on
the part of the General Partner to be paid, performed, observed,
complied with, or satisfied with respect to the [Partnership]
Agreement.

(App. 305). The terms of the Guaranty Agreement also provided that:

. . . Upon any default by the Partnership or the General Partner
or the Developer or Other Obligors relating to any obligation
under the [Partnership] Agreement, the Limited Partners may, at
either of their option, proceed directly and at once against the
Guarantor[s] to collect the full amount of the Guarantor[s’]
liability hereunder, or any portion thereof, without first
proceeding against the Partnership, the General Partner, the
Developer, any Other Obligors, or any person, corporation,
partnership, or other entity.

(App. 306).

[7] Subsequently, due to delays in the development of the Shelbyville property, the

partners executed an amendment to the Partnership Agreement (“Adjuster

Note”) recognizing that the Partnership, Shelby’s Landing, and the Guarantors

owed the Limited Partners an adjusted amount of $950,000 plus interest

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 (“Adjuster Amount”), to be paid in installments.1 Shelby’s Landing, Richard,

and Marilyn guaranteed the Adjuster Note as Guarantors.

[8] Three years later, on or about November 10, 2010, the Limited Partners sent

Shelby’s Landing a written notice that it was in default under the Partnership

Agreement. Specifically, they alleged that Shelby’s Landing had: (1) failed to

take all actions necessary to maintain and operate the Shelbyville property; (2)

defaulted under the construction loan for the property; (3) defaulted in repaying

the Adjuster Note; and (4) made loans or advances to itself or other affiliates

without the consent of the Limited Partners. The Limited Partners demanded

that Shelby’s Landing cure its default by November 16, 2010, or face removal

from its status as General Partner.

[9] Shelby’s Landing did not cure its alleged breaches of the Partnership

Agreement, and the Limited Partners sent it another written notice of default on

June 22, 2011. In this second notice, the Limited Partners again requested that

Shelby’s Landing cure the breaches they had identified in their November 10

notice of default. They also alleged that Shelby’s Landing had committed

additional breaches of contract since November 10, including failing to provide

the Limited Partners with federal and state tax returns and audited Partnership

financial statements. The Limited Partners demanded that Shelby’s Landing

cure all of the alleged defaults by July 5, 2011, or be subject to removal from

1
This amount was distinct from any monetary liabilities under the Partnership Agreement.

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 being General Partner. They also stated that they were sending the notice to

the Guarantors pursuant to the terms of the Guaranty Agreement, “to demand

that Guarantor[s] immediately cure or cause to be cured the defaults of

[Shelby’s Landing].” (App. 171).

[10] Shelby’s Landing again failed to cure its defaults. Accordingly, on August 17,

2011, the Limited Partners and the Partnership sent Shelby’s Landing a notice

of its removal as General Partner. Five days later, on August 22, 2011, the

Plaintiffs—the Limited Partners and the Partnership—filed a complaint against

the Defendants—Shelby’s Landing and the Guarantors. In their complaint, the

Plaintiffs raised breach of contract and breach of guaranty claims. In addition

to declaratory and other forms of relief, the Plaintiffs also requested recovery of

their attorney fees.

[11] On September 7, 2012, the Plaintiffs filed a motion for partial summary

judgment requesting, among other judgments, a declaration that Shelby’s

Landing had been properly removed as General Partner and a judgment against

Shelby’s Landing and the Guarantors for the amounts due under the Adjuster

Note. The trial court granted the motion for a partial summary judgment on

July 19, 2013, and held a trial to determine the remaining issues of liability and

damages on January 26, 2015.

[12] At trial, the parties presented evidence of liability and damages, and the

Plaintiffs attempted to admit two affidavits from their attorneys and invoices

documenting the attorneys’ fees. The Defendants objected to the admission of

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 the affidavits and invoices on grounds of hearsay, but the trial court

conditionally admitted them, pending post-hearing argument from the parties.

[13] As a result of other evidence admitted at the January 26 trial, the trial court

entered the following findings of fact and conclusions of law:

Findings of Fact

* * *

29) [Shelby’s Landing], as the General Partner through August
17, 2011, was responsible for the day-to-day management of the
[Partnership], and, as such, was and is responsible to the
[P]artnership for the misuse of partnership funds.

30) As Guarantors, [Richard] and [Marilyn] and Deckard Realty
are jointly and severally responsible for the General Partner’s
obligations to the Partnership for any misuse of partnership
funds.

* * *

33) The sum of $1,596,290.46 was paid with checks written to or
for the benefit of Affiliates of the General Partner, as that term is
defined on page 3 of the Partnership Agreement.

* * *

35) The 2005 Partnership Agreement provides in section 6.3 that
without the express written consent of PNC Multifamily, the
General Partner was prohibited from transferring any asset of the
Partnership, borrowing or comingling funds of the Partnership[,]
and causing the Partnership to make any loan or advance to the
General Partner o[r] its Affiliates.

36) After the General Partner’s removal, [Richard] admitted that
he comingled Partnership funds with the funds of Deckard Realty

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 and that PNC Multifamily never provided written consent to any
comingling of Partnership funds.

37) [Richard] further also admitted that he transferred
Partnership assets and made loans or advances of Partnership
funds to Affiliates, and he further admitted that PNC Multifamily
never provided written consent to any transfers, loans or
advances to Affiliates.

* * *

45) Considering the totality of the evidence, the Court finds [the]
Defendants’ acts of misappropriation to be intentional and
willful.

* * *

87) The [D]efendant[]s elicited testimony that perhaps some
payments to the Defendants and the General Partner’s affiliates
could have been made to reimburse actual partnership expenses.
However, the Defendants failed to otherwise provide any
evidence that any payment actually was for a reimbursable
Partnership expense.

88) Moreover, the evidence was clear that at no time did the
General Partner ever obtain consent from the PNC Multifamily
to pay an affiliate, even if the payment was to be considered an
ordinary course receivable under section 6.3(n) of the 2005
Partnership Agreement.

89) Accordingly, none of the $1,596,290.46 paid to the Deckard
Affiliates was proper and therefore both the General Partner and
the remaining Defendant Guarantors are liable for the improper
payments made to those affiliates between 2006 through August
of 2011.

Conclusions of Law

* * *

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 B. The Defendants individually and as [G]uarantors
breached their duties to the Plaintiffs under the Partnership
[A]greement.

* * *

98) The General Partner breached its contractual and fiduciary
obligations under the Partnership Agreement: not to transfer
assets of the Partnership, not to comingle Partnership funds, and
not to loan or advance Partnership funds to affiliates.

99) The Plaintiffs incurred damages as a result of the General
Partner’s breaches of its contractual and fiduciary obligations
under the Partnership Agreement.

100) The Defendants are jointly and severally obligated under the
Agreement of Guaranty to each of the Plaintiffs for the General
Partner’s breaches of the Partnership Agreement.

101) The Defendants are jointly and severally obligated under the
Agreement of Guaranty to each of the Plaintiffs for the General
Partner’s misappropriation of Partnership funds as detained [sic]
herein.

102) The Defendants, individually and as [G]uarantors, breached
their duties to the Plaintiffs under the Adjuster [] Note.

* * *

110) The [D]efendants are jointly and severally liable to PNC
Multifamily on the Adjuster Note through January 27, 2015 in
the total amount of $1,140,428.87, plus interest in the amount of
$82.08 per day thereafter through final judgment, plus post-
judgment interest on the total amount outstanding (principal plus
interest) as of the date of final judgment at the prime rate
public[ly] announced by PNC Bank, National Association based
until satisfaction of the judgment.

111) A criminal conviction for theft is not a condition precedent
to recovery in a civil action for theft. A claimant must merely
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 prove commission of the crime by a preponderance of the
evidence. Under [IND. CODE] § 35-43-4-2(a), “a person who
knowingly or intentionally exerts unauthorized control over
property of another person, with intent to deprive the other
person of any part of its value or use, commits theft, a Class D
felony.”

112) [Richard] knowingly and intentionally exerted unauthorized
control over the Partnership’s funds, with the intent to deprive
the Partnership of its funds.

113) The General Partner was responsible [for] manag[ing] the
Partnership funds and breached its obligations to the Plaintiffs to
prevent the misappropriation of the Partnership’s funds.

114) The Defendants participated in [Richard’s]
misappropriation of Partnership finds and are jointly and
severally liable as a result of their participation in the
misappropriations and as a result of their guaranty of the General
Partner’s obligations to the Plaintiffs.

115) The Defendants breached their obligations to the Plaintiffs.

116) The Plaintiffs were harmed and damaged by the
Defendant[s’] breaches.

117) The Plaintiffs were damaged in the amount of
$1,596,290.46.

118) The Defendants are jointly and severally liable to the
Plaintiffs in the amount of $1,596,290.46 improperly paid to and
misappropriated by the Defendants and their affiliates.

119) Attorney fees incurred to enforce the terms of the Adjuster
Note are recoverable under paragraph 6 of the Note.

120) Attorney fees incurred by Plaintiffs to enforce the obligation
of Defendant Guarantors pursuant to the Agreement of Guaranty
and the Partnership Agreement are recoverable under paragraph
8 of the Agreement of Guaranty.
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 121) Defendants agreed to the attorney fee provisions in the
Adjuster Note and Guaranty Agreement.

(App. 26-38) (internal citations omitted). The trial court then entered judgment

in favor of the Plaintiffs in the amount of $1,140,428.87 plus interest for the

Defendants’ breach of the Adjuster Note and $1,596,290.46 for the Defendants’

breach of the Partnership Agreement.

[14] On May 27, 2015, the Defendants filed a motion to correct error arguing that

the trial court had erred in its Findings and Conclusions Numbers 45, 98, 111,

and 112 because the Plaintiffs had not pled claims of theft or breach of fiduciary

duty.2 The trial court held a hearing on the Defendants’ motion, as well as the

Plaintiffs’ unresolved attorney fee request, on July 22, 2015.

[15] At the hearing, the parties discussed the attorney fee request and the motion to

correct error. With respect to attorney fees, the Plaintiffs argued that the trial

court should admit the affidavits and invoices of the Plaintiffs’ attorney fees that

the court had conditionally admitted at trial. They also introduced

supplemental affidavits from the lead counsel for their law firms, establishing

that the conditional exhibits in question were admissible as certified business

records. The trial court showed the affidavits as filed on that day.

2
While the Defendants cited the trial court’s Finding Number 45, which referred to misappropriation, they
did not specifically challenge the trial court’s reference to misappropriation in their motion to correct error.
They solely argue that the trial court erred by finding that they had committed theft and had breached their
fiduciary duty.

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[16] Thereafter, on August 12, 2015, the trial court issued an order partially granting

the Defendants’ motion to correct error. It amended its Finding Number 45,

which had originally provided: “Considering the totality of the evidence, the

Court finds [] Defendants’ acts of misappropriation to be intentional and

willful.” (App. 33). The amended finding instead provided that: “Considering

the totality of the evidence, the Court finds [Richard] and [Shelby’s Landing]

committed acts of misappropriation.” (App. 43). It also amended its

Conclusion Number 114, which had originally provided: “The Defendants

participated in [Richard’s] misappropriation of Partnership funds and are jointly

and severally liable as a result of their participation in the misappropriations

and as a result of their guaranty of the General Partner’s obligations to the

Plaintiffs.” (App. 38). The amended version of Conclusion Number 114

provided that: “Defendants are jointly and severally liable as a result of their

guaranty of the General Partner’s obligations to the Plaintiffs.” (App. 44). The

trial court then denied the Defendants’ motion with respect to its Findings and

Conclusions Numbers 98, 110, and 112. The trial court also determined that

the Plaintiffs’ requested attorney fees of $385,125.26 were reasonable and

awarded them recovery of those fees.

[17] The Defendants now appeal the trial court’s partial denial of their motion to

correct error and its award of attorney fees.

Decision
[18] On appeal, the Defendants argue that: (1) the trial court’s findings and

conclusions regarding misappropriation and theft were erroneous because the
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 Plaintiffs did not raise specific claims of misappropriation or theft in their

complaint; and (2) the trial court abused its discretion in determining the

amount of attorney fees to award the Plaintiffs. We will address each of these

arguments issues in turn.

1. Misappropriation and Theft

[19] First, the Defendants argue that the trial court’s findings of fact and conclusions

of law were erroneous because the trial court concluded that they had

misappropriated funds and committed theft, even though the Plaintiffs did not

raise misappropriation or theft claims in their complaint. Specifically, the

Defendants challenge the trial court’s revised (pursuant to their motion to

correct errors) Finding Number 45, in which the trial court found that Richard

had “committed acts of misappropriation.”3 (App. 43). With respect to theft,

the Defendants challenge the trial court’s Conclusions Numbers 111 and 112, in

which the trial court stated the elements for a theft claim and concluded that

Richard had “knowingly and intentionally exerted unauthorized control over

the Partnership’s funds.” (App. 37).

[20] When reviewing findings of fact and conclusions of law, we apply a two-tiered

standard of review by first determining whether the evidence supports the

findings and then whether the findings support the judgment. Bayview Loan

3
They also challenge the trial court’s original Conclusion Number 114 in which the trial court concluded that
“[t]he Defendants participated in [Richard’s] misappropriation of Partnership funds and are jointly and
severally liable as a result . . . .” (App. 38). Notably, this conclusion is no longer relevant, as the trial court
amended it in response to the Defendants’ motion to correct error.

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 Servicing, LLC v. Golden Foods, Inc., 59 N.E.3d 1056, 1066 (Ind. Ct. App. 2016).

The trial court’s findings and judgment will be set aside only if they are clearly

erroneous. Id. A judgment is clearly erroneous if it applies the wrong legal

standard to properly found facts. Id. at 1066-67. To determine that a finding or

conclusion is clearly erroneous, our review of the evidence must leave us with

the firm conviction that a mistake has been made. Id. at 1067. “‘[E]ven an

erroneous finding is not fatal to the trial court’s judgment if the remaining valid

findings and conclusions support the judgment, rendering the erroneous finding

superfluous and harmless as a matter of law.’” Curley v. Lake Cnty. Bd. of

Elections & Registration, 896 N.E.2d 24, 32 (Ind. Ct. App. 2008) (quoting Lakes &

Rivers Transfer v. Rudolph Robinson Steel Co., 795 N.E.2d 1126, 1132 (Ind. Ct.

App. 2003)), trans. denied.

[21] Significantly, the Defendants challenge the trial court’s findings of fact and

conclusions of law, but they do not challenge the trial court’s ultimate

judgment. In fact, they acknowledge in their Appellant’s Brief that “striking the

conclusions related to theft will have no effect on the final judgment amount

entered by the trial court,” (Defendants’ Br. 18), and “[s]triking the conclusions

related to the misappropriation will have no effect on the final judgment

amount entered by the trial court.” (Defendants’ Br. 19). Nevertheless, they

request that we vacate the judgment. This request contradicts our well-

established rule that “‘even an erroneous finding is not fatal to the trial court’s

judgment if the remaining valid findings and conclusions support the judgment

. . . .’” Curley, 896 N.E.2d at 32 (quoting Lakes & Rivers Transfer, 795 N.E.2d at

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 1132)). The Defendants’ acknowledgment that the judgment is not dependent

on the trial court’s misappropriation and theft findings and conclusions seems

to inherently acknowledge that there were other findings and conclusions that

supported the judgment.

[22] Regardless of whether this was the Defendants’ intended implication, we find

that there were other findings and conclusions to support the judgment because

the trial court made significant findings and conclusions regarding the

Defendants’ breach of the Purchase Agreement and Guaranty. Specifically, the

trial court concluded:

98) The General Partner breached its contractual and fiduciary
obligations under the Partnership Agreement: not to transfer
assets of the Partnership, not to comingle Partnership funds, and
not to loan or advance Partnership funds to affiliates.

99) The Plaintiffs incurred damages as a result of the General
Partner’s breaches of its contractual and fiduciary obligations
under the Partnership Agreement.

100) The Defendants are jointly and severally obligated under the
Agreement of Guaranty to each of the Plaintiffs for the General
Partner’s breaches of the Partnership Agreement.

(App. 36). The trial court clearly concluded that Shelby’s Landing had

breached the Partnership Agreement and that all of the Defendants were liable

for the breach under the Guaranty Agreement. Similarly, in Conclusions

Numbers 115-117, the trial court concluded:

115) The Defendants breached their obligations to the Plaintiffs.

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 116) The Plaintiffs were harmed and damaged by the
Defendant[s’] breaches.

117) The Plaintiffs were damaged in the amount of
$1,596,290.46.

(App. 43). As the damages the trial court lists in Conclusion Number 117 equal

the total damages the trial court awarded the Plaintiffs for the Defendants’

breach of the Partnership Agreement, it is clear that the trial court did not

award any additional damages for a misappropriation or theft claim.

Accordingly, we conclude that the trial court’s judgment was supported by

findings of fact and conclusions of law and, therefore, we will not vacate it.

2. Attorney Fees

[23] Next, the Defendants argue that the amount of attorney fees the trial court

awarded the Plaintiffs was unreasonable.4 Specifically, they contend that it was

not reasonable for the Plaintiffs’ attorneys to bill the Plaintiffs a collective

$385,125.26 for 1,227 hours spent on a case that, per the Defendants’

description, “was essentially resolved at the preliminary injunction and

4
The Defendants also argue that the trial court abused its discretion in admitting the Plaintiffs’ attorney fee
affidavits and invoices at trial. They argue that the trial court should not have admitted the affidavits or
invoices because they were hearsay. However, the Defendants raised the same objection at trial, and the trial
court admitted the affidavits on the basis that they qualified as certified business records, which are an
exception to the prohibition on hearsay. See Ind. Evidence Rule 803(6). The Defendants do not present any
arguments challenging this conclusion. Indeed, they devote only a paragraph to their hearsay argument and
do not support their argument with legal authority. On appeal, it is the appellants’ burden to formulate a
cogent argument for the issues that they raise. See App. R. 46(A)(8)(a); Kapoor v. Dybwad, 49 N.E.3d 108, 121
n.3 (Ind. Ct. App. 2015), trans. denied. We will not “become an advocate for a party, nor will we address
arguments [that] are either inappropriate, too poorly developed or improperly expressed to be understood.”
Thacker v. Wentzel, 797 N.E.2d 342, 345 (Ind. Ct. App. 2003). Because the Defendants have not developed a
cogent argument to challenge the trial court’s admission of the attorney fee affidavits and invoices, we,
therefore, find the issue waived and will not address it.

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 summary judgment stages.” (Defendants’ Br. 20). We review the amount a

trial court awards for attorney fees for an abuse of discretion. Cavallo v. Allied

Physicians of Michiana, LLC, 42 N.E.3d 995, 1008 (Ind. Ct. App. 2015). An

abuse of discretion occurs when the trial court’s decision is clearly against the

logic and effect of the facts and circumstances before it. Id.

[24] Even where, as here, the parties have agreed to attorney fees by contract, the

award of fees must be reasonable. Id. Judicial notice of the reasonableness of

attorney fees is permitted in certain routine actions, such as dissolutions of

marriage, in which modest fees are sought. Id. However, where the amount of

the fee is not inconsequential, there must be objective evidence of the nature of

the legal services and the reasonableness of the fee. Id. This Court has noted

that “‘the hours worked and the rate charged are a common starting point for

determining the reasonableness of a fee,”’ but a trial court may consider a

number of factors. Id. The trial court may look at the responsibility of the

parties in incurring the attorney fees, and the trial judge has personal expertise

he or she may use in determining reasonable attorney fees. Id. In addition,

Indiana Professional Conduct Rule 1.5(a) delineates the following factors for

determining a reasonable fee:

(1) The time and labor required, the novelty and difficulty of the
questions involved, and the skill requisite to perform the service
properly;

(2) The likelihood, if apparent to the client, that the acceptance of
the employment will preclude other employment by the lawyer;

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 (3) The fee customarily charged in the locality for similar legal
services;

(4) The amount involved and the results obtained;

(5) The time limitations imposed by the client or by the
circumstances;

(6) The nature and length of the professional relationship with
the client;

(7) The experience, reputation, and ability of the lawyer or
lawyers performing the services; and

(8) Whether the fee is fixed or contingent.

Id. at 1009-10.

[25] Here, the trial court cited several factors for its award of attorney fees. First, it

noted that it had “considered attorney invoices consisting of descriptions of the

actual legal services performed, the hours incurred[,] and rates charged for

services.” (App. 42). Then, the trial court reasoned that “[t]he case involved

detailed and specific agreements, factual investigation, injunction and summary

judgment motions and hearings, substantial non-party discovery and a trial on

damages.” (App. 42-43). Further, the “Plaintiffs’ claims exceeded $2,700,000,

[the] Defendants’ counter[-]claims sought over $4,000,000[,]” the rates

Plaintiffs’ counsel charged were reasonable, and the services Plaintiffs’ counsel

performed were “reasonable and necessary.” (App. 43).

[26] The Defendants argue that the trial court abused its discretion in determining

the amount of attorney fees to award the Plaintiffs because many of the

Plaintiffs’ issues were resolved in the partial summary judgment. They contend

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 that the Plaintiffs had limited discovery because they took one deposition that

lasted only half of a day and performed little litigation because they spent less

than a full day in court for the trial. Finally, they also argue that “the trial court

should have compared PNC [Multifamily’s] legal expenses with the fee

customarily charged in the locality for similar legal services.” (Defendants’ Br.

22).

[27] Contrary to the Defendants’ arguments—and as the trial court found—there

was substantial discovery in this case. Although the Plaintiffs took only one

deposition, the record is replete with the substantial and detailed financial

records the Plaintiffs’ attorneys had to investigate in order to prove the

Defendants’ liability under the Purchase Agreement—an issue that was not

resolved through summary judgment. Also, the amount at controversy in both

the claim and counter-claim was significant. We do not find it dispositive that

the trial court did not compare PNC Multifamily’s legal expenses with the fee

customarily charged in the locality for similar services, because the trial court

was not obligated to address all of the factors listed in Indiana Professional

Conduct Rule 1.5(a). See Cavallo, 42 N.E.3d at 1010. It is clear that the trial

court addressed several of the Rule 1.5(a) factors, including the time and labor

required, the novelty and difficulty of the questions involved, and the amount in

controversy. Based on these factors, we conclude that the trial court did not

abuse its discretion in awarding the Plaintiffs $385,125.26 for their attorney

fees.

[28]

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[29] Affirmed.

Kirsch, J., and Riley, J., concur.

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