Ryan Stroud and Victoria Stroud, Appellants-Defendants v. Christopher Grigsby, Appellee-Plaintiff (2025)

MEMORANDUM DECISION

[1] Ryan Stroud (“Stroud”) and Victoria Stroud (“Victoria”) (collectively, “the Strouds”) appeal the trial court's judgment in favor of Christopher Grigsby (“Grigsby”). They raise five issues for our review, which we consolidate, revise, and restate as whether the trial court erred when it:

1. found an enforceable contract existed between the Strouds and Grigsby;

2. found the Strouds committed the first material breach;

3. calculated the amount of damages Grigsby was entitled to receive; and

4. ordered judgment liens attach to two of the Strouds’ properties.

We affirm in part, reverse in part, and remand.

Facts and Procedural History

[2] Stroud and Grigsby met in the early 1990s while they were both serving in the military. Stroud owned Heartland Land Trust, and Heartland Land Trust's primary assets were two mobile home parks: New Trenton Mobile Home Park (“New Trenton”) and Heartland Homestead Community (“Heartland”). When Heartland Land Trust needed money to save the mobile home parks from foreclosure, Grigsby agreed to provide financial assistance in exchange for a fifty percent ownership share in Heartland Land Trust. Later in their business relationship, Stroud and Grigsby agreed to buy two more mobile home parks: Vista Village Mobile Home Park (“Vista Village”) and Hilltop Village Mobile Home Park (“Hilltop”). They also established two companies, Del Monte Xpress, LLC (“Del Monte”) and Dryden Property Inc. (“Dryden”), to hold the new mobile home parks. Dryden's sole asset was Hilltop, and Del Monte's sole asset was Vista Village. Stroud's wife, Victoria, and Grigsby's wife, Kristen Grigsby (“Kristen”), evenly split ownership of Dryden, and the Strouds and Grigsbys each held a fifty percent stake in Del Monte. Over the years that the Strouds and Grigsbys owned the mobile home parks together, Grigsby and several of his relatives lent tens of thousands of dollars to finance the operation of the four mobile home parks.

[3] Stroud and Grigsby eventually decided to end their business relationship. They entered into a buyout agreement on October 19, 2016, but they later mutually agreed not to execute that agreement. On March 27, 2017, Stroud signed and emailed Grigsby a draft buyout agreement proposing that Grigsby and Kristen (collectively, “the Grigsbys”) receive full ownership of Dryden (Hilltop) and the Strouds receive full ownership of Del Monte (Vista Village) and Heartland Land Trust (New Trenton and Heartland). The agreement proposed that Stroud pay Grigsby $6,200.00 per month for approximately seven years to cover the mortgage on Hilltop and $3,922.95 per month for fifteen years to cover taxes and repay the loans from Grigsby and his relatives. In addition, the agreement granted Stroud a right of first refusal if the Grigsbys sought to sell Hilltop and Grigsby a right of first refusal if the Strouds sought to sell Vista Village.

[4] Grigsby responded to Stroud on March 28, 2017, with a draft buyout agreement proposing that Stroud make the $6,200.00 monthly payments covering the Hilltop mortgage and pay $4,066.30 per month for fifteen years. Stroud made handwritten changes to the draft agreement prepared by Grigsby, including a recalculation of what the monthly payment to Grigsby should be to cover taxes and repay the loans from Grigsby and his relatives. Stroud crossed out the term requiring a $4,066.30 monthly payment and replaced it with a term requiring a monthly payment of $2,857.88. Stroud did not make any handwritten changes to the portion of the agreement assigning Dryden (Hilltop) to the Grigsbys and the remaining three parks to the Strouds. Stroud also did not make any changes to the contractual term regarding the Hilltop mortgage:

Stroud to payoff approx. $385,000.00 Dryden Properties, Inc. First Mortgage debt by continuing to pay the $6,200.00 Monthly Payment until Paid in full (Approximately 7 years remaining). These $6200 payments will be made directly to Grigsby and be paid until Grigsby has clean title to Dryden/HT MHP. This will be paid per the terms of the original Dryden Purchase agreement dated DEC 31, 2008. These payments will be considered a loan from Grigsby to Stroud and will be secured by HH MHP, with a notarized promissory note and property lien (first short form deed of trust) notarized and filed with county recorder.

(Ex. Vol. 1 at 24.)

[5] Stroud then emailed the documents with his handwritten changes to Grigsby on April 3, 2017, with the message, “I made the changes that I believe are fair and will work for me.” (Ex. Vol. 2 at 129.) Grigsby never signed the buyout agreement with Stroud's handwritten changes.

[6] Grigsby sent an email to Stroud on April 4, 2017, explaining which of Stroud's handwritten changes he agreed with and which he did not. The parties did not negotiate further after April 4, 2017, but they began dividing ownership of the mobile home parks as agreed. Stroud transferred the title to New Trenton from the Heartland Land Trust to New Trenton MHP, LLC, a new entity wholly owned by the Strouds. He also transferred the title to Vista Village from Del Monte to Vista Village MHP, LLC, another new entity wholly owned by the Strouds. In addition, Stroud removed Grigsby as a beneficiary of the Heartland Land Trust.

[7] Stroud paid Grigsby $9,057.88 in May 2017 and the twenty months thereafter.¹ In June 2018, Grigsby texted Stroud: “I keep getting offers for [Hilltop] and they are looking better every day. I am guessing you have no interest in buying, right?” (Ex. Vol. 1 at 191.) Stroud responded:

How much?

Tabular or graphical material not displayable at this time.

Sell it now

(Id. at 192.) Grigsby explained he would not accept an offer lower than $1.2 million, and Stroud stated that if Grigsby could get over $1 million for Hilltop, he would be “doing amazing[.]” (Id. at 193.) On November 14, 2018, Dryden sold Hilltop for $1.35 million. Grigsby used the proceeds from the sale to pay off the mortgage on Hilltop and his personal line of credit. In total, the Grigsbys netted a profit of approximately $600,000 from the sale. Stroud ceased making the $9,057.88 monthly payments to Grigsby when he learned about the sale of Hilltop.

[8] Grigsby filed suit against the Strouds on June 5, 2019, and he filed his first amended complaint on October 11, 2019. Grigsby alleged Stroud breached their agreement by failing to make all the required monthly payments to Grigsby or, in the alternative, the Strouds were unjustly enriched when Grigsby relinquished his ownership interest in Del Monte and the Heartland Land Trust.² Grigsby asked the trial court to award him damages and the right to foreclose on New Trenton, Heartland, and Vista Village.

[9] The trial court held a bench trial on September 7, 2023. At the beginning of the trial, the parties made a joint oral motion for findings of fact and conclusions of law, and the trial court granted that motion. At the conclusion of the trial, the court ordered the parties to submit proposed findings of fact and conclusions of law and took the matter under advisement. On February 27, 2024, the trial court entered its order with findings of fact and conclusions of law. The trial court found:

26. [Grigsby] failed to provide [Stroud's] right of first refusal in a formal way, however, communications did occur between the parties about [Grigsby] seeking a seller and [Stroud] communicating to sell if [he] can get over one million dollars and communicated no interest in [Stroud] purchasing the property.

(App. Vol. 2 at 21.) In addition, the trial concluded:

1. The basic requirements for a contract are offer, acceptance, consideration and a meeting of the minds between the contracting parties on all essential elements or terms of the contract. Franciscan Alliance, Inc. v. Padgett, 180 N.E.3d 944 (Ind. App. Ct. 2021).

2. The essential elements of a contract action are (1) a valid and binding contract, (2) performance by the complaining party, (3) nonperformance or defective performance by the Defendant or counterclaim Defendant, and (4) damages arising from the breach[.] Strong v. Commercial Carpet Co., 322 N.E.2d 387, 391 (Ind. 1975).

3. It is hornbook law that the act of signing a written contract constitutes assent to its terms and thus acceptance of the offer. 6 Ind. Law Encyc. Contracts § 11 (citations omitted.)

4. [The Strouds] claim that [Stroud] was making payments for twenty-one months and conducting business pursuant to the terms of the offer, neither seem plausible or comport with basic assumptions of Indiana law.

5. The messages after the contract was signed may have supported no offer accepted by the deadline. However, when construing a contract, Indiana Courts will not find lack of mutuality or uncertainty where a reasonable and logical interpretation will render the contract valid and enforceable. Prell v. Trustees of Baird & Warner Mortg., 386 N.E.2d 1221 (Ind. App. Ct. 1979). Kokomo Veterans, Inc. v. Schick, 439 N.E.2d 639, 645 (Ind. App. Ct. 1982).

6. In this case, the reasonable and logical interpretation is that all parties signed the agreement and acted according to its terms for nearly 2 years before [Stroud] decided to stop paying.

7. [Stroud] cannot argue that the terms were not agreed to when he acted exactly according to the terms of the contract for the 21 months following the signatures.

8. After signing, [Stroud] transferred properties that would have otherwise been partially owned by [Grigsby], he filed taxes indicating that [Grigsby] no longer owned the properties, he did not object when [Grigsby] sold the property [Grigsby] received in the deal, he paid off loans pursuant to the contract and he wrote a check every month for the exact amount agreed to for 21 months.

9. [Stroud] also argues that [Grigsby] breached the contract by failing to provide a right of first refusal.

10. Of course, this argument assumes there is a contract which [Stroud] denies.

11. This argument fails when one considers Exhibit 19 and [Stroud's] rejection of the opportunity to purchase the Hilltop property[.]

12. Not only do those messages in Exhibit 19 show [Stroud's] rejection of the opportunity, but they also show that [Stroud] assumed [Grigsby's] control of and ability to sell Hilltop, exactly as the agreement calls for.

13. Even if this court concluded that no contract existed, [Stroud] would still be indebted to [Grigsby] under the doctrine of unjust enrichment.

* * * * *

15. [Stroud] gained a measurable benefit in that he wholly owned or owns three properties that he used to be a partial owner of.

16. This was done because [Grigsby] expected payment.

17. It would be unjust for [Stroud] to maintain ownership of three properties after [Stroud] failed to adequately compensate [Grigsby] for the same.

18. If there is no contract, then [Grigsby] still owns 50% of the three properties [Stroud] now controls and [Stroud] has been unjustly enriched.

19. If there is not a contract, then Exhibits 2-4 would certainly be evidence of what adequate compensation for the properties would be.

20. Per Exhibits 2-4 and the first 21 months after Exhibits 2-4, it would appear that $826,402.92 would be adequate compensation to [Grigsby] to avoid [Stroud] being unjustly enriched and or to complete the terms of the contract.

* * * * *

24. Exhibit 4 states that [Grigsby] has a lien on New Trenton and Heartland Homestead properties transferred to [Stroud] pursuant to the agreement.

25. As such, when [Stroud] transferred ownership of those properties to other entities, which [Stroud] controls, said transfers were by agreement to be subject to [Grigsby's] liens.

26. Thus, upon this judgment, [Grigsby] is entitled to a judgment lien on the properties described as New Trenton and Heartland and [Grigsby] may file liens on those two properties to enforce this judgment.

27. [Grigsby] is entitled to judgment against [Stroud] in the amount of $826,402.92 on the Breach of Contract claim and in the alternative claim of unjust enrichment.

(Id. at 22-25) (internal citations to the record omitted).

Discussion and Decision

[10] The Strouds appeal the trial court's findings and conclusions following a bench trial.³ Our standard of review is well-settled:

We may not set aside the findings or judgment unless they are clearly erroneous. In our review, we first consider whether the evidence supports the factual findings. Second, we consider whether the findings support the judgment. Findings are clearly erroneous only when the record contains no facts to support them either directly or by inference. A judgment is clearly erroneous if it relies on an incorrect legal standard. We give due regard to the trial court's ability to assess the credibility of witnesses. While we defer substantially to findings of fact, we do not defer to conclusions of law. We do not reweigh the evidence; rather we consider the evidence most favorable to the judgment with all reasonable inferences drawn in favor of the judgment.

State v. Int'l Bus. Machs. Corp., 51 N.E.3d 150, 158 (Ind. 2016) (citations and quotation marks omitted).

1. Existence of Contract

[11] The Strouds argue Stroud never entered into a contract with Grigsby regarding the separation of their joint business ventures because, although Stroud and Grigsby exchanged versions of a buyout agreement with each other, the exchanged versions represented competing counteroffers, and the parties never came to a contractual agreement. The existence of a contract is usually a question of law, and “[t]he basic requirements for a contract include offer, acceptance, consideration, and a meeting of the minds of the contracting parties.” Batchelor v. Batchelor, 853 N.E.2d 162, 165 (Ind. Ct. App. 2006). “Generally, the validity of a contract is not dependent upon the signature of the parties, unless such is made a condition of the agreement. However, some form of assent to the terms of the contract is necessary. Assent may be expressed by acts which manifest acceptance.” Int'l Creative Mgmt., Inc. v. D & R Entm't Co., Inc., 670 N.E.2d 1305, 1312 (Ind. Ct. App. 1996) (citations omitted), reh'g denied, trans. denied.

[12] Here, the initial version of the proposed buyout agreement drafted by Stroud and sent to Grigsby on March 27, 2017, contained two documents expressly requiring acceptance by signature. (Ex. Vol. 2 at 83-84 & 88-89) (“Acceptance may be only by the receipt by the Purchaser of a properly signed copy of this agreement.”). Grigsby retained the term requiring acceptance by signature when he sent his modified version of the proposed buyout agreement to Stroud on March 28, 2017, and when Stroud returned that version to Grigsby on April 3, 2017, with Stroud's handwritten changes, Stroud had not altered the term requiring written acceptance. Yet, Grigsby never signed that version of the buyout agreement.

[13] The “mirror image rule” requires that “for an offer and an acceptance to constitute a contract, the acceptance must meet and correspond with the offer in every respect.” I.C.C. Protective Coatings, Inc. v. A.E. Staley Mfg. Co., 695 N.E.2d 1030, 1034-35 (Ind. Ct. App. 1998), trans. denied. “An acceptance which varies the terms of the offer is considered a rejection and operates as a counteroffer, which may be then accepted by the original offeror.” Id. Because Grigsby did not sign the version of the buyout agreement Stroud sent on April 3, 2017, and that version of the buyout agreement varied from the version Grigsby sent Stroud on March 28, 2017, Grigsby and Stroud never entered into an express contractual agreement regarding the dissolution of their business relationship. See, e.g., Martinez v. Belmonte, 765 N.E.2d 180, 183-84 (Ind. Ct. App. 2002) (holding no contract was formed when the terms proposed in response to an offer letter differed from the terms outlined in the offer letter), reh'g denied.

[14] However, in the absence of an express contract, parties may through their actions enter an implied-in-fact contract, and “[a]n implied contract is equally as binding as an express contract.” Trs. of Ind. Univ. v. Spiegel, 186 N.E.3d 1151, 1158 (Ind. Ct. App. 2022), trans. denied. “An implied in fact contract refers to the class of obligations which arises from mutual agreement and intent to promise, when the agreement and promise have simply not been expressed in words.” McCart v. Chief Exec. Officer, Indep. Fed. Credit Union, 652 N.E.2d 80, 85 (Ind. Ct. App. 1995), reh'g denied, trans. denied. The “contract implied in fact arises out of acts and conduct of the parties, coupled with a meeting of the minds and a clear intent of the parties in the agreement.” Id. Here, both Stroud and Grigsby acted in a manner consistent with the version of the buyout agreement Stroud emailed Grigsby on April 3, 2017. Stroud described the handwritten changes as terms “I believe are fair and will work for me” when he sent it to Grigsby. (Ex. Vol. 2 at 129.) In addition, Stroud made twenty-one monthly payments of $9,057.88 to Grigsby, which was the amount reflected in the April 3, 2017, version of the buyout agreement ($6,200.00 to cover the Hilltop mortgage and $2,857.88 toward taxes and repayment of loans from Grigsby and his relatives). Stroud also ensured the Strouds wholly owned Vista Village, New Trenton, and Heartland and the Grigsbys solely owned Hilltop. Therefore, the course of conduct of Stroud and Grigsby indicates an implied-in-fact contract to proceed under the terms of the agreement Stroud emailed on April 3, 2017. See, e.g., Cole v. Cole, 517 N.E.2d 1248, 1250-51 (Ind. Ct. App. 1988) (holding implied contract existed between decedent and his ex-wife for decedent to reimburse ex-wife for medical bill she paid on behalf of decedent).

[15] The Strouds argue the Statute of Frauds, which is found at Indiana Code section 32-21-1-1, prevented the formation of any contract. Indiana Code section 32-21-1-1(b) provides:

A person may not bring any of the following actions unless the promise, contract, or agreement on which the action is based, or a memorandum or note describing the promise, contract, or agreement on which the action is based, is in writing and signed by the party against whom the action is brought or by the party's authorized agent:

* * * * *

(5) An action involving any agreement that is not to be performed within one (1) year from the making of the agreement.

The Strouds assert no contract to operate under the terms of Stroud's April 3, 2017, version of the buyout agreement can be valid because it was not signed by Grigsby and could not be performed within one year. However, Stroud is the one being charged with performance of the April 3, 2017, version of the buyout agreement, and it is undisputed that he signed that document. Moreover, there is no restriction that prohibited Stroud from satisfying his obligations within one year by fully paying Grigsby. See Tobin v. Ruman, 819 N.E.2d 78, 85 (Ind. Ct. App. 2004) (“it is apparent that only if it is impossible for an oral contract to be completed within one year does it fall within the Statute of Frauds”) (emphasis in original), reh'g denied, trans. denied. Therefore, the Statute of Frauds did not invalidate the implied-in-fact contract between Stroud and Grigsby.⁴ See, e.g., id. (holding Statute of Frauds did not prohibit enforcement of unwritten employment contract when the employee could have been fired or resigned anytime in the first year even though the parties operated under the agreement for twelve years).

2. Breach of Contract

[16] Next, the Strouds contend that “[e]ven if there was a contract, the trial court erred by awarding judgment to [Grigsby] because the undisputed evidence showed that [Grigsby] was the first to breach when he failed to present the bona fide offer that resulted in the sale of Dryden Properties (Hilltop).” (Appellant's Br. at 21.) “It is well established that ‘[w]hen one party to a contract commits the first material breach of that contract, it cannot seek to enforce the provisions of the contract against the other party if that other party breaches the contract at a later date.’ ” A House Mechs., Inc. v. Massey, 124 N.E.3d 1257, 1262 (Ind. Ct. App. 2019) (quoting Coates v. Heat Wagons, Inc., 942 N.E.2d 905, 917 (Ind. Ct. App. 2011)) (brackets in A House Mechs., Inc.).

[17] The Strouds argue Grigsby's “informal notice” in June 2018 that he was receiving offers to buy Dryden (Hilltop) did not satisfy the condition giving Stroud a right of first refusal. (Appellant's Br. at 40.) The Strouds contend the text messages do not satisfy the right of first refusal requirement because they “specifically recognize that it was not a bona fide offer.” (Id.) Grigsby wrote: “I will try one more time with this guy and see if he actually makes a solid offer.” (Ex. Vol. 1 at 194.) However, Stroud's response to Grigsby's text was unequivocal. He sent a thumbs down emoji telling Grigsby to sell it and told Grigsby that he would be lucky to receive anything over one million dollars. That text message exchange supports the trial court's finding that while Grigsby did not “provide [Stroud's] right of first refusal in a formal way,” (App. Vol. 2 at 21), he nonetheless offered Stroud the opportunity to purchase Dryden (Hilltop) and Stroud declined. Therefore, we affirm the trial court's conclusion that Grigsby did not materially breach the contract by failing to respect Stroud's right of first refusal. Cf. McGehee v. Elliott, 849 N.E.2d 1180, 1189 (Ind. Ct. App. 2006) (holding trial court's finding that landowner failed to respect adjoining landowner's right of first refusal was not clearly erroneous and supported its conclusion that landowner breached contract by not first offering adjoining landowner opportunity to purchase land). In contrast, Stroud breached the contract when he ceased making the monthly payments to Grigsby. See, e.g., Gaddis v. Stardust Hills Owners Ass'n, Inc., 804 N.E.2d 231, 236 (Ind. Ct. App. 2004) (holding homeowner breached contract with homeowners’ association by failing to pay dues and late fees).

3. Award of Damages

[18] Third, the Strouds contend the trial court erred in awarding Grigsby $826,402.92 in damages. We review a trial court's award of damages in a breach of contract action for abuse of discretion. CT102 LLC v. Auto. Fin. Corp., 175 N.E.3d 869, 872 (Ind. Ct. App. 2021). We “will not reverse a damage award upon appeal unless it is based on insufficient evidence or is contrary to law. The appropriate measure of damages in a breach of contract case is the loss actually suffered as a result of the breach.” Id. (internal citation omitted).

[19] The Strouds assert that “the trial court's judgment exceeded that permissible at law because any agreement was for an installment contract and the trial court awarded immediate payment of all installments, despite the absence of an acceleration clause, and further erred by doing so without discounting future payments to present value.” (Appellant's Br. at 21.) “Simply put, the time value of money recognizes the economic reality that a given sum of money today is worth more than the same amount in the future.” Cohen v. Cohen, 120 N.E.3d 1083, 1086 (Ind. Ct. App. 2019), trans. denied. “While evidence of present value may assist the trier of fact in the determination of a reasonable award, it is not essential to an award of damages.” Ind. Bureau of Motor Vehicles v. Ash, Inc., 895 N.E.2d 359, 368 (Ind. Ct. App. 2008), reh'g denied. It is the plaintiff's burden to prove damages with reasonable certainty. Id.

[20] Here, Grigsby's amended complaint sought payment from the Strouds for both the payments Stroud had failed to make at the time of filing and all future, unpaid installments. At trial, Grigsby sought to be compensated for the entire value of his contract with the Strouds. The Strouds did not suggest any sort of discount rate for the trial court to apply when calculating the value of the future, unpaid installments Stroud owed Grigsby under the contract. Consequently, any argument that the trial court should have discounted the damage award is waived. See, e.g., Matter of C.G., 157 N.E.3d 543, 547 (Ind. Ct. App. 2020) (holding argument raised for first time on appeal was waived). Moreover, any attempt by the trial court to discount the damages award to present value would have been purely speculative and “an award of damages cannot be based on speculation.” Ash, Inc., 895 N.E.2d at 368. Therefore, the trial court did not err by not attempting to calculate the present value of future payments under the contract. Cf. Country Contractors, Inc. v. A Westside Storage of Indianapolis, Inc., 4 N.E.3d 677, 696 (Ind. Ct. App. 2014) (holding trial court's award of damages, which was intended to compensate plaintiff for delay in completion of project resulting from defendant's breach, was speculative and not supported by the evidence), reh'g denied.

[21] In addition, the Strouds argue based on the language in the April 3, 2017, version of the buyout agreement that the $6,200 monthly reimbursements of the Hilltop mortgage payment “ended when [the Grigsbys] obtained clean title to Dryden Properties (Hilltop) in November 2018.” (Appellant's Br. at 22.) Because the interpretation and construction of contract provisions present questions of law, we review them de novo. B&R Oil Co., Inc. v. Stoler, 77 N.E.3d 823, 827 (Ind. Ct. App. 2017), trans. denied. “Our goal in contract interpretation is to determine the intent of the parties at the time that they made the agreement. We start with the contract language to determine whether it is ambiguous.” Care Group Heart Hosp., LLC v. Sawyer, 93 N.E.3d 745, 752 (Ind. 2018) (internal quotation marks and citation omitted). “Where terms of a contract are clear and unambiguous, we will apply the plain and ordinary meaning of the terms and enforce the contract according to its terms.” Performance Servs., Inc. v. Hanover Ins. Co., 85 N.E.3d 655, 660 (Ind. Ct. App. 2017).

[22] The buyout agreement provided that Stroud would pay off the “approx. $385,000.00 Dryden Properties, Inc. First Mortgage debt” and that he would do so “by continuing to pay the $6,200.00 Monthly Payment until Paid in full (Approximately 7 years remaining).” (Ex. Vol. 1 at 24.) The agreement also provided that Stroud would make the monthly payments “until Grigsby ha[d] clean title” to the property. (Id.) Thus, as part of the price Stroud agreed to pay to purchase Grigsby's share of their business, Stroud agreed to pay Grigsby's costs associated with the mortgage debt on Hilltop.⁵ A portion of the monthly mortgage payments was attributable to interest or financing costs, and a portion of the payments reduced the principal balance of the mortgage loan. (See Ex. Vol. 2 at 148 (showing monthly payments included principal and interest)).

[23] When the Hilltop property was sold in November 2018, Grigsby used a portion of the sale proceeds to pay off the Hilltop mortgage. Specifically, Grigsby sold Hilltop for $1.35 million and paid the “Balance Payoff” of the mortgage of $303,226.39. (See id. at 148 & Tr. Vol. 2 at 39-40.) At the time the mortgage was paid off, Grigsby had “clear title” to Hilltop. (Tr. Vol. 2 at 45.) There were no additional mortgage payments or financing costs after that point for Stroud to cover. The amount of actual loss sustained by Grigsby with respect to the Hilltop mortgage was the amount that he paid to pay off the mortgage in November 2018--$303,226.39. See Mahvash K, LLC v. Hardwood Timber & Veneer, Inc., 236 N.E.3d 689, 698 (Ind. Ct. App. 2024) (“The appropriate measure of damages in a breach of contract case is the loss actually suffered as a result of the breach. The non-breaching party is not entitled to be placed in a better position than it would have been if the contract had not been broken.”) (citation omitted), reh'g denied, trans. denied. Therefore, we reverse the trial court's award of damages in this respect and remand for a recalculation of damages attributable to payment of the Hilltop mortgage. See, e.g., Farah, LLC v. Architura Corp., 952 N.E.2d 328, 340 (Ind. Ct. App. 2011) (reversing trial court and remanding for a recalculation of damages).

4. Award of Judgment Liens

[24] Lastly, the Strouds assert that “in permitting a judgment lien against properties owned by non-party entities, the trial court impermissibly engaged in reverse piercing of the corporate veil without any record on which to do so.” (Appellant's Br. at 22.) The April 3, 2017, version of the buyout agreement provided that the payments intended to reimburse Grigsby for the Hilltop mortgage payments “will be considered a loan from Grigsby to Stroud and will be secured by HH MHP, with a notarized promissory note and property lien (first short form deed of trust) notarized and filed with county recorder.” (Ex. Vol. 1 at 24.) Regarding the payments intended to cover taxes and repayment of the loans to Grigsby and his relatives, the agreement stated that the amount owed “will be considered a loan from Grigsby to Stroud and will be secured by NT MHP, with a notarized promissory note and property lien (first short form deed of trust) notarized and filed with county recorder.” (Id. at 25.) Thus, the trial court concluded from the language in the agreement that:

24. Exhibit 4 states that [Grigsby] has a lien on New Trenton and Heartland Homestead properties transferred to [Stroud] pursuant to the agreement.

25. As such, when [Stroud] transferred ownership of those properties to other entities, which [Stroud] controls, said transfers were by agreement to be subject to [Grigsby's] liens.

26. Thus, upon this judgment, [Grigsby] is entitled to a judgment lien on the properties described as New Trenton and Heartland and [Grigsby] may file liens on those two properties to enforce this judgment.

(App. Vol. 2 at 25.) Because the buyout agreement itself contemplated that Grigsby would have liens on New Trenton and Heartland, the trial court did not err in ordering that the judgment should be secured by liens on those two properties.

Conclusion

[25] Grigsby and the Strouds never entered into an express contractual relationship regarding the separation of their joint business ventures. However, an implied-in-fact contract existed because the parties acted according to the terms of the April 3, 2017, counteroffer Stroud sent Grigsby. Thus, Grigsby was entitled to damages pursuant to the terms of that counteroffer. The trial court erred in its calculation of damages pursuant to the terms of that counteroffer when it awarded Grigsby an amount greater than the principal balance of the Hilltop mortgage at the time he sold it, but the trial court did not err in ordering that its judgment should be secured by liens on New Trenton and Heartland. Accordingly, we affirm the trial court in part, reverse in part, and remand for further proceedings consistent with this opinion.

[26] Affirmed in part, reversed in part, and remanded.

FOOTNOTES

1.   All of the proposed agreements between the parties included a payment of $6,200.00 per month for the Hilltop mortgage. The difference between $9,057.88 and $6,200.00 is $2,857.88, which was the amount Stroud proposed, on April 3, 2017, that he would pay monthly for fifteen years to cover taxes and repay Grigsby and his relatives for loans.

2.   Grigsby also alleged fraud, but the trial court found in favor of the Strouds on that claim and Grigsby does not challenge that finding on appeal.

3.   The Strouds frame their appeal as a challenge to both the trial court's judgment following the bench trial and the trial court's order denying their motion for summary judgment, but the Strouds do not make any specific argument related to the trial court's denial of their motion for summary judgment. Therefore, any challenge to that order is waived. See, e.g., Drake v. Drake, 221 N.E.3d 734, 739 (Ind. Ct. App. 2023) (holding issue waived on appeal because of party's failure to present argument).

4.   The Strouds also argue on appeal that the trial court erred by determining that even in the absence of a contract, Grigsby was entitled to damages under the theory of unjust enrichment. However, “recovery cannot be grounded on a claim of unjust enrichment where a contract controls the rights of the parties.” Bayh v. Sonnenburg, 573 N.E.2d 398, 409 (Ind. 1991), reh'g denied. Because we hold an implied-in-fact contract existed between Stroud and Grigsby, we need not address the trial court's alternative finding related to unjust enrichment. Cf. Turner v. Freed, 792 N.E.2d 947, 950 n.2 (Ind. Ct. App. 2003) (holding we did not need to address the appellant's implied contract arguments after finding support for the trial court's decision under the theory of unjust enrichment).

5.   If the parties had intended for Stroud to pay Grigsby $6,200 per month for a specific number of months (and permit Grigsby to keep any savings due to paying off the mortgage early or refinancing the mortgage at a lower interest rate), then their agreement would have merely provided that Stroud would pay $6,200 for a set number of months and not tie his payments to Grigsby's mortgage payments and the payoff of the mortgage.

May, Judge.

Judges Brown and Pyle concur. Brown, J., and Pyle, J., concur.