PL v. LLC (2025)

Appellants, Nishad Khan PL and Nishad Khan (“Khan”), appeal the trial court's Amended Final Judgment entered in favor of Appellees NEKA, LLC (“NEKA”) and Ahmed El-Hawary (“El-Hawary”), and the trial court's Final Judgment for Attorneys’ Fees and Costs in Favor of El-Hawary. The parties had a complicated business relationship and, subsequently, a complicated business dispute that culminated in a bench trial in the proceedings below. The details of that dispute are not necessary to explain our disposition of this appeal.

We find no error in the Amended Final Judgment and, therefore, affirm it. As to the Final Judgment for Attorneys’ Fees and Costs, the trial court entered an award of attorneys’ fees in favor of El-Hawary and against Khan pursuant to a provision in the operating agreement for NEKA, which stated that:

Indemnification. To the fullest extent permitted by law, each Member shall indemnify the Company, each other Member and hold them harmless from and against all losses, costs, liabilities, damages, and expenses (including, without limitation, costs of suit and attorney's fees) they may incur on account of any breach by that Member of this Agreement.

However, the proceedings below did not involve any claim for breach of the operating agreement, nor did the trial court make any finding that any such breach occurred. For these reasons, the trial court erred by granting an award of attorneys’ fees under this provision. The Final Judgment for Attorneys’ Fees and Costs in Favor of El-Hawary is reversed.

AFFIRMED in part; REVERSED in part.

MIZE, J.

NARDELLA and GANNAM, JJ., concur.