Lyn J. Brown, Appellant v. Melissa L. Brown, Appellee (2025)

MEMORANDUM DECISION

[1] Lyn J. Brown (“Husband”) appeals from the trial court's order finding him in contempt and ordering him to pay attorney fees. We affirm.

Facts and Procedural History

[2] Husband and Melissa L. Brown (“Wife”) were married in 2005 and have three children. Husband is an attorney and worked extensively in real estate. The parties accumulated various assets and business and real estate interests during their marriage. In February 2021, Husband filed a petition for dissolution of marriage. In June 2022, the trial court issued a decree of dissolution of marriage which incorporated the parties’ settlement agreement. The settlement agreement is comprehensive and includes detailed provisions governing parenting time, child support, and division of marital property including the parties’ real property, investments, and bank and retirement accounts.

[3] The settlement agreement also contained provisions related to “Projects in Development” and “Projects Which Have Closed.” Exhibits Volume III at 77. With respect to “Projects Which Have Closed,” the agreement provided: “The projects upon which the parties shall divide sale proceeds, fees, salaries, guaranteed payments, equity transferred into additional properties not shown as distributions and distributions are as follow[s]: ․ 4925 Broadway Ave., Indianapolis, IN 46205 (held by 4218 Carrollton LLC) ․” Id. at 77, 79. The agreement stated that Husband “affirms that any disbursements received or to be received on any of the aforementioned projects have and shall be divided equally.” Id. at 80. It provided, “[c]oncurrently with the execution of this Agreement, [Husband] and [Wife] shall each execute an assignment of membership interests ․ transferring all of their right, title and interest in the projects to MBJB Investments LLC ․ (the ‘Investments LLC’) which is owned equally by [Husband] and [Wife].” Id. at 80-81.

[4] The settlement agreement further provides:

Should a project listed above sell prior to the formation of Investments, LLC, [Husband] shall share with [Wife] 50% of all gross proceeds received on any project to include, but not be limited to, disbursements for refinancing, distributions or any other return of capital or profits as well as guarantee fees and additional payments for salaries, consulting or other fees received whether in cash or in kind. As each project sells, or guarantee fees are awarded, or a project is refinanced, [Husband] shall share with [Wife] and her accountant all requested information to substantiate his ownership interest from the date of filing through closing and the gross amounts owed to [Wife]. [Husband] shall likewise let [Wife] know in advance when a project is up for being refinanced or sold.

Upon request, but no more frequently than a quarterly basis, [Husband] shall provide [Wife] with a list of the above projects that were assigned to the Investments LLC and the status of each project (being refinanced, under contract, disbursements, fees, etc) as well as any financials associated therewith. [Husband] hereby provides a full release to his partners on any of these projects whether with Birge and Held or William Hanley to provide [Wife] with equal access as [Husband] to all financial matters related to each and every project until each one is sold and closed and the proceeds divided consistent with the terms set forth herein.

[Husband] acknowledges that he has a line of credit with Lake City Bank that he has used for various projects with William Hanley. [Husband] agrees that when his projects with William Hanley (specifically, Aurum, Greenleaf & Woodwind, ND Student, 3001 New Jersey and 4925 Broadway) close that it is possible that he will have to pay down or pay off the Lake City Bank line of credit. [Husband] shall divide the gross sales proceeds with [Wife] after the extinguishment of any Lake City Line of Credit debt.

Id. at 81-82.

[5] Under the heading “Liabilities,” the settlement agreement indicates that Husband was responsible for a “Lake City line of credit” with an “Approximate Balance” of $175,000. Id. at 84. It states:

However, as it relates to sale proceeds from 4925 Broadway Ave, Indianapolis, Indiana, the first $175,000.00 shall be used to retire the Lake City line of credit before being subject to the division of proceeds as defined ․ above. Accordingly, [Husband's] responsibility for the Lake City Line of Credit is for the debt over and above $175,000 (unless he and [Wife] jointly agree to fund any of their Investments LLC with money from this line of credit in which case it would be a joint obligation)․

Id.

[6] In January 2023, Wife filed a Motion to Enforce Settlement Agreement. In an “Order of February 13, 2023, Hearing,” the court found “[t]he parties reached a settlement agreement that requires them to continue to be business partners and disclose information to the other in a timely fashion” and Husband “did not provide timely information and when he did it was incomplete and non-responsive in some respects.” Id. at 63-64. The court ordered that Husband “shall provide Wife complete documentation on all projects and business interests for 2022 and future quarterly documentation” and “shall clarify all deposits into the [Investments LLC] account so that Wife can ascertain the source and purpose of the deposit.” Id. at 64.

[7] Wife filed several motions—a Motion for Compliance Hearing, to Compel and to Enforce Settlement Agreement in June 2023, a Petition for Contempt Citation in November 2023, and a Motion for Rule to Show Cause, Sanctions, Attorney Fees and Damages in March 2024—alleging various violations of the settlement agreement by Husband. The court held an evidentiary hearing on May 20 and July 29, 2024.

[8] On November 25, 2024, the court issued a twenty-one-page “Order on All Pending Motions” containing findings and conclusions. Appellant's Appendix Volume II at 15. The court found that Husband violated the terms of the settlement agreement in several respects. It found:

HANLEY BROWN MANAGEMENT

36. Hanley Brown Management (“HBM”) is owned by Husband and William Hanley in equal percentages. This entity is not intended to be an income producing venture, but rather operates as a management company for payment of various business-related expenses.

37. Independent of HBM, Husband invested in various projects with William Hanley, and Husband's interests in those projects were subsequently transferred to [Investments LLC]․

38. Two of those projects have sold and proceeds have been divided. There are three projects which have not yet sold, denoted in the Agreement and Assignment as, ND Student, 3001 New Jersey, and 4925 Broadway (collectively the “HB Investments”).

LAKE CITY BANK LINE OF CREDIT

39. On or about December 7, 2022, Husband and William Hanley obtained a $350,000.00 line of credit (“LOC”), through Lake City Bank through the entity 4218 Carrollton LLC, which now owns the property located at 4925 Broadway Avenue, Indianapolis, Indiana 46205. The loan mortgaged the equity in 4925 Broadway Avenue, which Wife has a 50% interest. Prior to the LOC, the 4925 Broadway Avenue property was unencumbered.

* * * * *

41. While the Agreement requires $175,000.00 to be paid on Husband's portion of the line of credit, that was only to occur upon a sale. Husband took equity out of the 4218 Carrollton, LLC property, and failed to pay anything on the Lake City Bank line of credit and took half of the equity proceeds for himself. Twenty-five percent (25%) of the proceeds from the refinancing are due to Wife as fifty percent of the proceeds from the refinancing should have been deposited into [Investments LLC] and distributed equally between Husband and Wife.

BROADWAY MORTGAGE

42. Wife[ ] asserts Husband “inappropriately mortgaged a property of which Wife has an interest” via her interest in [Investments LLC], specifically 4925 Broadway St., Indianapolis, IN 46205 (the “Broadway Property”). In essence, Wife argues that a mortgage secured by Husband inappropriately impaired her equity in the Broadway Property.

43. Husband claims that [ ] the mortgage obtained was in the ordinary course of business of the management of an investment property. That the mortgage did not in any fashion impact [Investments LLC's] interest in the HB Investments because Husband's mortgage operated only to repay an investment of capital loan due and owing to Husband in the amount of $175,000.00. And, regardless of whether the loan was repaid in connection with the sale of the property, or as is the case, a mortgage was obtained to repay that loan, the outcome will be the same once the property is sold.

44. Wife's argument relies heavily upon Paragraph (22) of the Agreement, which sets forth in part:

As each project sells, or guarantee fees are awarded, or a project is refinanced, Husband shall share with Wife and her accountant all requested information to substantiate his ownership interest from the date of filing through closing and the gross amounts owed to Wife.

45. The loan mortgaged the equity in 4925 Broadway Avenue. Husband failed to comply with the terms of the Agreement regarding disclosure to Wife of financial transactions relating the disbursements for refinancing, distributions, return of capital, refinancing.

46. Wife asserts that, once Husband borrowed against the equity in the Broadway property, the loan payments were made utilizing the rent from the Broadway property of which Wife was entitled to a share. Although, she is unsure whether rent payment[s] were used to repay the loan.

* * * * *

49. [T]he parties are equal interest partners in the 4925 Broadway Avenue property that produces income from rent. Husband used Wife's interest in the property to secure a line of credit for his individual interest. Husband does not allow Wife to use or benefit from the line of credit. Husband is the only one who benefitted from the transaction and did so to Wife's detriment.

50. Therefore, Husband shall pay to Wife twenty-five percent (25%) of the payments made on the new line of credit with Lake City Bank. Husband shall provide Wife with a printout of his actions on the line of credit with principal and interest payments and Husband shall pay Wife directly twenty-five percent (25%) of the total payments made on that debt until such time as Husband reimburse Wife in the amount of $87,500.00.

Id. at 25-28. The court further found that Husband “had not clarified deposits into the [Investments LLC] account.” Id. at 30 (capitalization omitted). It also found:

Husband has not provided to Wife all pertinent financial information produced by [HBM]. Husband has provided the Court and Wife with various reasons why Wife is not receiving quarterly financial statements from Husband's investment with William Hanley. None of Husband's excuses are valid. Husband is an owner of the entity and he has the ability and authority to provide quarterly statements for his investments with William Hanley that are owned in part by [Investments LLC]. Husband shall direct that quarterly statements are prepared and those quarterly statement[s] shall be provided to Wife within thirty (30) days of this Order.

Id. at 31. The court also stated that it “notes that Husband is an attorney and finds that his conduct related to the Agreement to be unnecessarily uncooperative, deceptive and wholly problematic towards a co-owner/co-member of an entity purposely formed to benefit both he and his Wife.”¹ Id. at 30. The court ordered Husband to pay Wife $10,000 “as a sanction for his contempt, noncompliance with the Agreement, and for removal of equity from the jointly owned entity, 4925 Broadway Avenue, and retaining the funds.” Id. at 35. The court ordered Husband to pay $31,000 in attorney fees.

Discussion

[9] Husband asserts that the trial court erred in several respects. We determine whether the evidence supports the trial court's findings of fact and whether the findings of fact support the conclusions thereon. Yanoff v. Muncy, 688 N.E.2d 1259, 1262 (Ind. 1997). Findings are clearly erroneous when the record contains no facts to support them directly or by inference. Id.

[10] “It is soundly within the discretion of the trial court to determine whether a party is in contempt, and we review the judgment under an abuse of discretion standard.” Steele-Giri v. Steele, 51 N.E.3d 119, 124 (Ind. 2016) (citation omitted). “We will reverse a trial court's finding of contempt only if there is no evidence or inference therefrom to support the finding.” Id. In order to be held in contempt for failing to comply with a court order, a party must have willfully disobeyed the order. Deel v. Deel, 909 N.E.2d 1028, 1032 (Ind. Ct. App. 2009). All orders contained within a dissolution of marriage decree may be enforced by contempt. Id. (citing Ind. Code § 31-15-7-10). In a dissolution proceeding, parties are free to negotiate their own settlement agreement which may be incorporated into a dissolution decree. Id. (citing Ind. Code § 31-15-2-17). The settlement agreement then becomes a binding contract. Id. The interpretation of contract provisions is a function for the courts. Id.

A. Financing and Payment to Husband

[11] Husband argues the trial court erred in finding that he “took equity out of the [4925 Broadway] property.” Appellant's Brief at 34. He contends “[t]he initial $350,000 was loaned by Husband and William Hanley in 2021 for the 4925 Broadway Avenue project,” “a $350,000 mortgage on the property was taken out with Lake City Bank and the Mortgage proceeds were used to pay off the original $350,000 loans,” “[t]he net effect of this 2022 transaction was that ‘one debt [the $350,000 Mortgage] replaced another debt [$350,000 original loans]’ on the Broadway Avenue project,” and “the only thing that changed was the source of the debt.” Id. (quoting Transcript Volume II at 117). He asserts that, “when the 4925 Broadway Avenue project was purchased in 2021, it was funded in part by a $175,000 loan from Husband's personal Line of Credit” and the settlement agreement “explicitly recognized this loan and gave it preferential treatment by requiring the ‘first $175,000.00’ from the ‘sale proceeds from 4925 Broadway Ave’ project to ‘be used to retire [his] line of credit before being subject to the division of proceeds.’ ” Id. at 38 (quoting Exhibits Volume III at 84). He argues the trial court “found the preferential treatment afforded to this loan in the Settlement Agreement should nonetheless be disregarded because ․ there had been no sale” and “standing on this technicality led to the wrong result, as the Settlement Agreement intended Husband's loan to be paid with the first proceeds that came in from the property, making repaying the debt owed to [him] a priority.” Id. at 39.

[12] Wife maintains the trial court “correctly concluded that Husband's $350,000 mortgage loan, which used the Broadway Property as collateral, violated the Settlement Agreement in multiple ways.” Appellee's Brief at 26. She argues that Husband violated the settlement agreement by refinancing the property without giving her any advance notice. She contends that Husband “encumbered a previously unencumbered property, one in which he and Wife had an equal interest, in a way that benefitted only Husband.” Id. She argues “[t]he trial court correctly concluded that Husband's monetization of [her] equity in the Broadway Property and giving a lien interest to a third party, was done in willful defiance of the court-ordered Settlement Agreement.” Id. at 27. She asserts the court “correctly found Husband in contempt for violating the Settlement Agreement by keeping $175,000 of the Broadway Property mortgage proceeds for himself and using [her] share of the proceeds to cover his personal $175,000 debt on a Lake City Bank line of credit.” Id. at 27-28 (footnote omitted). She argues the evidence is undisputed that she received none of the disbursement.

[13] The trial court found that, in December 2022, Husband and William Hanley obtained a $350,000 line of credit through Lake City Bank “through the entity 4218 Carrollton LLC” which owned the 4925 Broadway Street property and that a mortgage was granted on the property, which was previously unencumbered. Appellant's Appendix Volume II at 25. The court also indicated that, rather than depositing the proceeds received from the line of credit into Investments LLC, Husband used the proceeds to pay his obligation on his personal line of credit in the approximate amount of $175,000.

[14] The settlement agreement provides that, “[a]s each project sells, or guarantee fees are awarded, or a project is refinanced, [Husband] shall share with [Wife] and her accountant all requested information to substantiate ․ the gross amounts owed to [Wife]” and “[Husband] shall likewise let [Wife] know in advance when a project is up for being refinanced or sold.” Exhibits Volume III at 81 (emphases added). The agreement further provides that “any disbursements received or to be received on any of the aforementioned projects have and shall be divided equally.” Id. at 80 (emphasis added). It states that Husband shall share with Wife fifty percent of all gross proceeds including disbursements for refinancing. It states, “as it relates to sale proceeds from 4925 Broadway Ave ․, the first $175,000.00 shall be used to retire the Lake City line of credit before being subject to the division of proceeds ․” Id. at 84 (emphasis added). While the settlement agreement contemplated that Husband would receive an amount to “retire” his personal line of credit obligation upon the sale of the 4925 Broadway property from the sale proceeds, id., we cannot conclude that he was entitled to unilaterally act to “refinance” or obtain a loan or line of credit secured by a mortgage on the property and to use the proceeds to reduce his obligation on his personal line of credit. Under the terms of the settlement agreement, any proceeds obtained as a part of refinancing the property were to be assigned and transferred to Investments LLC in which the parties shared an equal membership interest. We cannot say the trial court abused its discretion in finding that Husband willfully violated the terms of the settlement agreement and in ordering that he pay Wife one-half of the amount he improperly used to reduce his personal line of credit obligation.²

B. Financial Statements

[15] Husband argues, “[b]ecause [HBM] was not a ‘project’ subject to the Settlement Agreement's reporting requirements in the first place, the trial court erred when finding that [he] was required to provide Wife with information regarding this company.” Appellant's Brief at 40. He also argues that Wife has equal access to the bank statements for Investments LLC and the statements include deposit information. Wife argues the court correctly found that Husband failed “to provide [her] with HBM financial documentation” and failed “to clarify deposits into the [Investments LLC] bank account.” Appellee's Brief at 30. She argues “HBM's financials are associated with three projects that were transferred to [Investments LLC] (‘ND Student, 3001 New Jersey and 4925 Broadway’).” Id. at 30-31. She also asserts that “Husband's argument on appeal is effectively that, because [she] had equal rights and access to the account and because the statements allegedly contained enough information, [he] never should have been ordered by the trial court to clarify any of the deposits in the first place.” Id. at 31.

[16] The settlement agreement provides that, “[u]pon request, but no more frequently than a quarterly basis, [Husband] shall provide [Wife] with a list of the above projects that were assigned to the Investments LLC and the status of each project ․ as well as any financials associated therewith” and that Husband “hereby provides a full release to his partners on any of these projects whether with Birge and Held or William Hanley to provide [Wife] with equal access as [Husband] to all financial matters related to each and every project until each one is sold and closed and the proceeds divided consistent with the terms set forth herein.” Exhibits Volume III at 81. In its “Order of February 13, 2023, Hearing,” the court ordered Husband to provide Wife with “complete documentation on all projects and business interests for 2022 and future quarterly documentation” and “clarify all deposits into the [Investments LLC] account so that Wife can ascertain the source and purpose of the deposit.” Id. at 63-64. When asked about “quarterly financials for 2024,” Wife testified “I receive multiple stories,” “[m]ost commonly is he doesn't have access to it, he doesn't prepare it, he doesn't know anything about it, it's out of his control,” she was told “to contact the [HBM] bookkeeper ․ and to send her a detailed list of the financials that I need,” “so I e-mailed [her] twice per their request and ․ it was very detailed per project what was needed,” “[w]e're talking like income statements, balance sheets, general ledgers ․ kind of what your standard financial package would be for each property. Rent rule [sic], rental income, do you have tenants right now, those types of things,” and “I received no responses [ ] to either e-mail.” Transcript Volume II at 16-17.

[17] When asked about “clarifying [Investments LLC] deposits,” Wife indicated she believed she was still owed information and stated “I just would like disclosures” and “[a]s far as Birge & Held distributions, I'm now actively receiving distribution reports and I really can't tell you with Hanley Brown because I don't really receive accurate financials as to where, what money is supposed to be coming in and where to and what portion should be mine.” Id. at 49. Husband indicated that HBM is “essentially an expense paying enterprise.” Id. at 76. He testified regarding the software he uses and the descriptions in entries in the bank statements. He testified that HBM did not generate quarterly statements. On cross-examination, Husband agreed that he owned fifty percent of HBM. The trial court found that, while it was not intended to be an income-producing venture, HBM operates as a management company, Husband invested in projects with William Hanley, and Husband's interests in several projects were transferred to Investments LLC. It also found that Husband had not clarified deposits into the Investments LLC account. Husband does not point to evidence that he provided information clarifying deposits or financial statements by HBM relevant to projects assigned and transferred to Investments LLC. We cannot say the trial court abused its discretion in finding Husband in contempt on these bases and in ordering that he direct quarterly statements to be prepared and provided to Wife.

C. Attorney Fees

[18] Husband argues the trial court erred in awarding attorney fees. He asserts, “[a]lthough the trial court rejected the majority of Wife's claims, [it] still allowed [her] to recover the full amount of attorney fees she incurred on all those claims she lost.” Appellant's Brief at 43. He argues “Wife made the strategic choice to submit invoices that were vague and generalized and did not segregate or identify which claims were the subject of her attorney's work” and “this ․ came with the risk that if she was not successful on all her claims, there would be no way for the trial court to reliably determine which fees resulted from claims on which [he] was actually in default.” Id. at 44-45.

[19] Wife argues that, “[a]lthough some of [her] petitioned grounds for contempt were unsuccessful, the trial court was not required to expend judicial resources straining to somehow segregate the fees given Wife's claims were so related.” Appellee's Brief at 32. She argues that her “successful and unsuccessful claims were all heard together, in a bifurcated hearing” and “were all briefed and submitted together across three filings” and “[i]t would not be reasonable ․ for the trial court to attempt to divide [counsel's] hours expended into time spent on just the successful claims.” Id. at 33. She also argues that her unsuccessful claims were related to her successful ones.

[20] Generally, in dissolution proceedings, the trial court may order a party to pay a reasonable amount for the other's attorney fees. Luttrell v. Luttrell, 994 N.E.2d 298, 305 (Ind. Ct. App. 2013) (citing Ind. Code § 31-15-10-1), trans. denied. The trial court has broad discretion in awarding attorney fees. Id. The court may consider the resources of the parties, their relative earning abilities, and other factors which bear on the reasonableness of the award. Id. The court may also consider any misconduct that causes a party to incur additional fees. Bessolo v. Rosario, 966 N.E.2d 725, 733 (Ind. Ct. App. 2012), trans. denied.

[21] “Although ‘a plaintiff may not recover fees for time expended pursuing unsuccessful claims which are unrelated to those claims upon which the plaintiff ultimately prevailed,’ the plaintiff may recover ‘fees upon related claims.’ ” Nardi v. King, 253 N.E.3d 1098, 1107-1108 (Ind. 2025) (quoting Nagy v. Evansville-Vanderburgh Sch. Corp., 870 N.E.2d 12, 25 (Ind. Ct. App. 2007) (awarding attorney fees for an unresolved federal due process claim because it was related to a successful state constitutional claim), trans. denied). In cases with related claims, counsel's time will be devoted generally to the litigation as a whole, making it difficult to divide the hours expended on a claim-by-claim basis. Id. (citation omitted).

[22] The settlement agreement states: “If, after the Decree has been entered, either party shall default in the performance of any of the obligations of this Agreement, or of any order of judgment, the other party shall recover his or her reasonable attorney's fees and costs.” Exhibits Volume III at 87. The trial court found that Husband defaulted in the performance of his obligations under the agreement and Wife was entitled to attorney fees. While it did not find all of Wife's allegations of contempt to have merit, the court found that Husband violated the terms of the settlement agreement in several respects including in using proceeds obtained from Lake City Bank in 2022 to reduce his personal line of credit obligation and failing to provide financial information related to the parties’ assets. The court determined that Husband should be responsible for Wife's attorney fees. In light of the record, the court's findings, and the extent to which Wife's successful and unsuccessful claims were related and briefed and heard together, we cannot say the court abused its discretion.³

[23] For the foregoing reasons, we affirm.

[24] Affirmed.

FOOTNOTES

1.   The trial court did not find all of Wife's allegations of contempt to have merit. The court found that Husband's negotiation and execution of an employment separation agreement with Birge & Held Asset Management, LLC, did not violate any term of the settlement agreement or the operating agreement of Investments LLC. The court found that, “[d]ue to the termination of his employment, Husband's interests in the non-vested entities were immediately terminated and the interests were transferred and assigned back to Birge & Held Asset Management, LLC,” “[t]his is consistent with the K-1's of the non-vested interests not being issued to [Investments LLC] but directly to Husband,” “Wife asserts that [ ] her understanding was that she would receive a benefit from the entities that had not yet vested,” “[h]owever, these entities were not completely vested and required Husband to work for Birge & Held Asset Management, LLC for a certain duration before they would be completely vested and available to transfer to Wife,” “[t]his Court has no jurisdiction over the non-vested entities,” “[t]he non-vested entities were not joined as a party to the pending proceedings,” and “[t]his Court does not have the authority to order any of the non-vested entities to reissue the K-1's for the non-vested entities.” Appellant's Appendix Volume II at 21. Also, the court did not find Husband in contempt with respect to Wife's claim that he attempted to cause her to incur taxable income and failed to cooperate with the preparation of her tax returns.

2.   To the extent Husband points to his testimony and asserts that “[t]here was a total debt of $550,000 associated with the Broadway Avenue property and only $60,000 of that debt (the profits from the sale of the 4218 Carrollton property) was marital property that belonged to [Investments LLC],” Appellant's Brief at 47, the court found that, prior to Husband and William Hanley obtaining the $350,000 line of credit from Lake City Bank, the property was unencumbered, and that Husband used the proceeds to make payment to reduce his personal line of credit obligation in the approximate amount of $175,000. The court did not abuse its discretion in determining the amount Husband is ordered to reimburse Wife. Also, to the extent Husband asserts the trial court ordered him to pay $87,500 to Wife and “an additional 25% of the payments made on the Mortgage” resulting in “a double recovery,” Appellant's Brief at 48, we note the trial court's order states that Husband “shall pay to Wife twenty-five percent (25%) of the payments made on the new line of credit with Lake City Bank ․ until such time as Husband reimburse[s] Wife in the amount of $87,500.00,” Appellant's Appendix Volume II at 28, and later states “Husband shall pay to Wife directly ․ in a lump sum of $87,500.00, or in continuing equal payments of $6,000.00, each month until such time as Husband pays Wife the $87,500.00 that is owed to her.” Id. at 35. We cannot say the court's order results in a “double recovery.”

3.   Husband also requests an order directing Birge & Held to reissue Schedule K-1 tax forms. Wife states the trial court properly concluded that it lacked the authority to order Birge & Held to reissue the forms. Birge & Held is not a party to this action. We decline to order the reissuance of Schedule K-1 forms.

Brown, Judge.

Felix, J., and Scheele, J., concur.