Michael D. Mohlman, Appellant-Defendant v. Louis G. Mohlman, Jr., Appellee-Plaintiff (2026)

MEMORANDUM DECISION

[1] Michael D. Mohlman (“Michael”) appeals from the trial court's orders awarding damages and attorney fees to Louis G. Mohlman, Jr. (“Louis”) based on Michael's breach of the Purchase and Sale Agreement (“the Agreement”) between Michael and Louis for the purchase of Louis's book of business from their financial services company. Michael raises the following restated issues for our review:

I. Whether the trial court erred in finding that Michael was not entitled to an adjustment of the purchase price based on Section 1.04 of the Agreement; and

II. Whether the trial court erred in finding that, under Section 6.03 of the Agreement, Michael was obligated to pay Louis's attorney fees.

[2] We affirm.

Facts and Procedural History

[3] Michael and Louis are brothers who worked in the financial services industry. Michael is a licensed broker dealer and financial adviser, and Louis was previously a licensed broker dealer and financial adviser. A broker dealer offers investments to clients and charges clients a commission for each transaction. The Financial Industry Regulatory Authority (“FINRA”) is the governing body that monitors compliance of broker dealers. A financial adviser manages a client's assets and charges a flat fee for this service. The United States Security and Exchange Commission (“the SEC”) monitors compliance for financial advisors.

[4] Louis began his career after graduating from college in 1983 when he started working with his and Michael's father (“Father”). Prior to 2008, Louis and Father worked for Wells Fargo where they developed a joint book of business. Prior to 2008, Michael was employed at a different financial services entity. In 2008, Louis was fired from his employment with Wells Fargo and started his own investment advisory business, Mohlman Asset Management, LLC (“MAM”). At that time, Michael left this employment and began working with Father at Wells Fargo and assisted Father in handling what had been the joint book of business managed by Father and Louis. In 2014, Michael and Father left Wells Fargo to work with Louis at MAM. By 2017, Louis and Michael had each increased the number of investors and assets held by MAM, and as a result, Michael's income increased substantially from when he worked at Wells Fargo.

[5] Prior to 2017, Louis and MAM became the subject of an SEC investigation into alleged rules violations occurring during the years of 2012 through 2015. Because the investigation has been ongoing for years and could continue for several more years, Louis made a decision in 2017 to negotiate with the SEC in order to minimize his mounting legal fees. Louis met with Michael to discuss possible settlement with the SEC. On October 8, 2017, Louis and MAM submitted a proposed offer of settlement to the SEC, which informed the SEC of restructuring made at MAM including Louis's resignation as the CEO/President and supervising principal of MAM and that Michael had replaced Louis as the CEO/President of MAM and the sole supervising principal. MAM closed two private funds that had been the source of the SEC concerns to any further investment and made several reimbursements and transfers of funds to address SEC concerns. Louis provided a copy of the proposed offer of settlement to Michael.

[6] In 2017, Louis and Michael prepared documents to inform their clients of the SEC investigation and the changes that would be happening. Additionally, Louis and Michael met with some clients face-to-face. On December 8, 2017, the SEC filed a civil complaint against Louis and MAM, and on the same date, Louis, on behalf of himself and MAM, executed a consent judgment with the SEC to end the matter. As part of the consent judgment, Louis was barred from serving as a financial advisor for a minimum of two years. Because he was barred as a financial advisor, Louis could not have direct, one-on-one contact with clients, investors, or prospects. He also could not make proposals or discuss financial strategies with clients. On January 17, 2018, the federal court approved the consent judgments, and a final judgment was issued.

[7] In early January 2018, Louis approached Michael about purchasing his book of business to facilitate Louis turning over to Michael the control of the MAM business due to Louis's suspension from serving as a financial adviser. On January 15, 2018, Louis emailed attorney Michael Hawk (“Hawk”) a template for a buy/sell agreement that Louis had procured from LPL Financial LLC (“LPL”), who was Michael's broker dealer. The template had been customized where permissible by regulation. Hawk prepared the proposed agreement, and Louis and Michael split the fee for Hawk.

[8] On February 1, 2018, Louis and Michael executed the Agreement, whereby Michael agreed to purchase, among other things, Louis's personal book of business, including client accounts and relationships. However, the Agreement excluded Louis's ownership interest in MAM. The purchase price of Louis's book of business was determined using a prepared worksheet to estimate the amount of income that MAM would earn over a period of time net of projected operational expenses and losses from client attrition. The purchase price was initially set at $1,500,000.00 which was based on MAM's average net income for an average year, estimated at $300,000.00. Pursuant to the Agreement, Michael was to pay monthly payments of $25,000.00 to Louis for sixty months, beginning in April 2018. Section 1.04 of the Agreement stated in pertinent part:

Twelve (12) months after Closing, the Purchased Assets will be evaluated to determine what percentage of assets described in Exhibit A remain with the Buyer. Depending on that percentage, the purchase price would either be reduced or remain the same and the payment plan would be proportionately modified. This adjustment can be based on AUM,1 but not commissions and fees.

Appellant's App. Vol. 3 p. 26. The Agreement also contained the following sections under the heading Indemnification:

Section 6.03. Indemnification By Buyer. Buyer shall defend, indemnify and hold harmless Seller, its affiliates and their respective stockholders, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising from or relating to:

(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or any document to be delivered hereunder;

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement or any document to be delivered hereunder; or

(c) any Assumed Liability.

Section 6.04. Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld or delayed).

Id. at 33.

[9] After the execution of the Agreement, Michael took over Louis's book of business. Michael made the initial payment of $25,000.00 in April 2018 pursuant to the Agreement and continued to make monthly payments through and including December 2021. An evaluation was performed one year after the Agreement was executed, and the purchase price remained the same at that time.

[10] Sometime after the execution of the Agreement, a compliance investigation was performed by LPL regarding Michael's involvement in a donor advised fund, Medals4Mettle (“DAF”), started by Louis and another individual. As a result of the investigation, Michael was terminated from his position at LPL in late December 2021. The stated reasons for Michael's termination from LPL were: “Management decision based on contributions from client's account to donor advised fund being refunded by fund. No Investment-related violation or customer complaint alleged.” Ex. Vol. 3 p. 97. Initially, Michael believed that the DAF investigation did not have merit and blamed LPL for the investigation. He later blamed Louis for the investigation. After being terminated from LPL, it took Michael a few months to find a replacement broker dealer. Starting in January 2022, Michael ceased making monthly payments to Louis under the Agreement.

[11] On June 6, 2023, Louis filed a complaint against Michael, alleging breach of contract and equitable theories because Michael refused or failed to pay the full purchase price in the Agreement. Prior to trial, the trial court required the parties to submit a statement of contentions and joint stipulations. In his statement of contentions, Louis contended that Michael owed the balance of the purchase price set forth in the Agreement, in addition to “interest and attorney's fees ․” Appellant's App. Vol. 2 p. 76. In his statement of contentions, Michael asserted that “the Agreement required the parties to adjust the purchase price after twelve months based on the percentage of clients that remained with Michael post[-]closing” and that although Michael continued to pay $25,000.00 through December 2021, “pursuant to the parties’ Agreement, there should have been an adjustment reducing the purchase price and the corresponding monthly payments.” Id. at 87. Michael contended that he therefore did not “owe the original amounts set forth in the Agreement.” Id. He further asserted that “[p]ursuant to the Agreement, Michael is also entitled to recover his reasonable attorneys’ fees.” Id.

[12] A bench trial was conducted on August 6, 2024. During the trial, Michael testified that he stopped making payments to Louis in January 2022 “because [he] was terminated from LPL and in [his] opinion, it was one hundred percent due to [Louis's] actions there, and [he] ha[d] no income coming in.” Tr. Vol. 2 p. 115. Michael further acknowledged that “there was nothing in the [A]greement that gave [him] an excuse not to pay” and that he could not stop making payments because LPL fired him based on Louis's conduct. Id. at 108–09, 128–29. On January 6, 2025, the trial court issued its Order of Judgment (“the Final Order”) that include findings of fact and conclusions of law and found that, respecting Louis's claims, Michael breached the Agreement for failing to make the required payments. As to Michael's contention about the readjustment of the purchase price, the trial court specifically found that “the time for Michael to seek an adjustment in the purchase price expired in 2019” and that “Section 1.04 of the Agreement provided for the opportunity to conduct a re[-]evaluation of the purchased assets and an adjustment of the purchase price[,]” which re-evaluation “was to occur twelve (12) months after the date of the closing on the Agreement.” Appellant's App. Vol. 2 p. 33. The trial court further found that prior to Michael's termination by LPL and his breach of the Agreement, he did not “request a re[-]evaluation of the purchased assets under Section 1.04 of the Agreement.” Id. The trial court entered judgment against Michael in the amount of $402,080.18.

[13] On February 5, 2025, Louis, by counsel, filed a Motion to Enter Judgment of Attorney's Fees, requesting the entry of judgment for his reasonable attorney fees incurred as prevailing party based on Section 6.03 of the indemnification provision contained in the Agreement. On April 10, 2025, a hearing was conducted on the motion for attorney fees. On April 21, 2025, the trial court issued its order, finding that the indemnification provision of the Agreement contemplated indemnification for first-party claims and entering an attorney fee judgment against Michael, and in favor of Louis, in the sum of $100,337.45. Michael now appeals.

Discussion and Decision

[14] Michael argues that the trial court erred when it found that he was not entitled to a price adjustment of the purchase price under the Agreement and therefore ordered that he pay the balance of the original purchase price to Louis. Michael also asserts that the trial court erred in finding that the Agreement allowed Louis to recover attorney fees. In making its determinations in its Final Order, the trial court issued findings and conclusions. Pursuant to Indiana Trial Rule 52(A), a reviewing court will not set aside the findings or judgment unless clearly erroneous, and due regard shall be given to the opportunity of the trial court to judge the credibility of the witnesses. TKG Assocs., LLC v. MBG Monmouth, LLC, 259 N.E.3d 306, 315 (Ind. Ct. App. 2025) (quotations omitted) (citing Steele-Giri v. Steele, 51 N.E.3d 119, 123 (Ind. 2016)). “If a trial court enters findings sua sponte, we review the issues covered by the findings with a two-tiered standard of review: (1) whether the evidence supports the findings, (2) and whether the findings support the judgment.” Id. If an issue is not covered by the findings, it is reviewed under the general judgment standard, meaning a reviewing court should affirm based on any legal theory supported by the evidence. Id. “Findings of fact are clearly erroneous when the record contains no facts to support them, and a judgment is clearly erroneous if no evidence supports the findings, the findings fail to support the judgment, or if the trial court applies an incorrect legal standard.” Id. (quoting Perrill v. Perrill, 126 N.E.3d 834, 840 (Ind. Ct. App. 2019), trans. denied). Although we review findings under the clearly erroneous standard, we review conclusions of law de novo. Id.

[15] Michael's claims of trial court error both rely upon the interpretation of the Agreement. The interpretation of contracts is generally a question of law. Farmhouse Invs., LLC v. Quattro Real Est. Holdings, LLC, 268 N.E.3d 765, 773 (Ind. Ct. App. 2025). In interpreting a contract, the goal is to determine the intent of the parties when they made the agreement. Id. “We ‘must examine the plain language of the contract, read it in context and, whenever possible, construe it so as to render every word, phrase, and term meaningful, unambiguous, and harmonious with the whole.’ ” Id. (quoting Celadon Trucking Servs., Inc. v. Wilmoth, 70 N.E.3d 833, 839 (Ind. Ct. App. 2017), trans. denied). If contract language is unambiguous, we do not look to extrinsic evidence to explain the instrument and must determine the parties’ intent from the four corners of the instrument only. Id. at 773–74. If the contract is ambiguous, any ambiguities are generally construed against the drafter. Id. at 774.

I. Price Adjustment

[16] Michael argues that the trial court incorrectly interpreted Section 1.04 of the Agreement when it found that he was not entitled to a price adjustment of the purchase price and therefore ordered him to pay the remainder of the unadjusted purchase price. Michael specifically contends that Section 1.04 required an evaluation of the purchased assets after twelve months, and if the evaluation reflected a reduction in the AUM, a price adjustment would occur. He asserts that the trial court erroneously inserted a requirement for Michael to request such a price adjustment, and that the plain and unambiguous language of Section 1.04 provided that “a price adjustment is made based upon the percentage of AUM remaining with Michael after twelve months.” Appellant's Br. p. 25. In essence, Michael argues that Section 1.04 of the Agreement required that an evaluation take place sometime after twelve months elapsed, and if that evaluation determined that a reduction in AUM had occurred, then a proportional price adjustment must be made and could be done at any time after twelve months.

[17] Section 1.04 of the Agreement provided that the purchase price for the purchased assets would be $1,500,000.00, which was based on MAM's average net income for an average year and that Michael was to pay monthly payments of $25,000.00 for sixty months. Appellant's App. Vol. 3 p. 26. Section 1.04 of the Agreement further stated in pertinent part:

Twelve (12) months after Closing, the Purchased Assets will be evaluated to determine what percentage of assets described in Exhibit A remain with the Buyer. Depending on that percentage, the purchase price would either be reduced or remain the same and the payment plan would be proportionately modified. This adjustment can be based on AUM, but not commissions and fees.

Id. The evidence at trial established that an evaluation of the purchased assets occurred twelve months after closing, and no adjustment to the purchase price was made. See Tr. Vol. 2 pp. 31–32, 74.

[18] Looking to the plain language in the pertinent part of Section 1.04, we find that it clearly mandated that the purchased assets would be evaluated twelve months after closing to determine if there had been a reduction in the percentage of assets remaining with Michael. The language then states that based on that evaluation, the purchase price would either be reduced or stay the same. This sentence denotes a choice based on the percentage determined through the evaluation: either the purchase price would be reduced, or it would remain the same. Thus, there was not a requirement that the purchase price would be reduced based on the evaluation if there was a reduction in assets. Further, the Agreement does not provide any set standard or fixed threshold that mandates a price adjustment or triggers a required price adjustment based on a certain “percentage of assets ․ remain[ing] with [Michael]” at the twelve-month time frame. Appellant's App. Vol. 3 p. 26.

[19] Michael maintains that the Agreement “clearly states that the purchase price had to be adjusted downward after twelve months if the AUM decreased.” Appellant's Br. p. 23. Although Michael contends that a reduction in the AUM required a price reduction, the language of Section 1.04 merely states that a price adjustment can be based on AUM, not that a price adjustment must be based on AUM or that if there is a reduction of AUM, a price reduction must occur. The verb “can” is permissive, rather than mandatory, and therefore, denotes the discretion to base a price adjustment on AUM, but not a requirement. See https://www.merriam-webster.com/dictionary/can?src=search-dict-box [https://perma.cc/8S8V-95XR (“can” is defined as “used to indicate possibility” and “have permission to”).

[20] Michael asserts that “the price adjustment provision is self-executing” and that he was not required to request a price adjustment. Appellant's Br. p. 27. However, the Agreement lacks any terms specifically addressing a self-executing modification of the purchase price and therefore any reduction in the purchase price is properly considered an amendment to the Agreement. Under Section 7.08 of the Agreement, “[t]his Agreement may only be amended, modified[,] or supplemented by an agreement in writing signed by each party hereto.” Appellant's App. Vol. 2 p. 36. Thus, as the purchase price was set forth in Section 1.04 of the Agreement, an amendment or modification of that purchase price must be accomplished by a written agreement signed by both Michael and Louis. While Section 7.08 uses the permissive verb “may,” it is followed by “only,” which limits the way that the Agreement can be amended to a signed written agreement. See id. Therefore, contrary to Michael's self-executing assertion, when we read the Agreement as a whole, a reduction of the purchase price, which would be an amendment to the Agreement, needed to be accomplished by written agreement signed by both him and Louis.

[21] The clear and unambiguous language in Section 1.04 provides for an evaluation of the purchased assets at the twelve-month mark to gauge if there had been a reduction in the assets still managed by Michael; it does not compel a reduction in the purchase price.² The evidence at trial established that an evaluation of the purchased assets did occur twelve months after closing, and no adjustment to the purchase price was made. See Tr. Vol. 2 pp. 31–32, 74. Further, Micheal did not seek to modify or amend the Agreement to reduce the purchase price. When Sections 1.04 and 7.08 of the Agreement are harmonized, it is clear that Section 1.04 provides the circumstances upon which an adjustment to the purchase price may be based, and that Section 7.08 provides the procedure by which to enact such an adjustment. The trial court did not err when it ordered Michael to pay the balance left from the full purchase price contained in the Agreement.

II. Attorney Fees

[22] Michael also argues that the trial court erred when it found that, under the indemnification provision of the Agreement, Michael was obligated to pay Louis's attorney fees. Indiana follows the general rule that each party to a litigation must pay his own attorney fees. Masonic Temple Ass'n of Crawfordsville v. Ind. Farmers Mut. Ins. Co., 837 N.E.2d 1032, 1037 (Ind. Ct. App. 2005). Attorney fees are therefore not allowable in the absence of a statute, agreement, or rule to the contrary. Id. at 1037–38.

[23] “In general, an indemnity agreement involves a promise by one party (indemnitor) to reimburse another party (the indemnitee) for the indemnitee's loss, damage, or liability.” Henthorne v. Legacy Healthcare, Inc., 764 N.E.2d 751, 756 (Ind. Ct. App. 2002). Indemnity agreements are contracts subject to the rules and principles of contract construction. N. Ind. Pub. Serv. Co., LLC v. ACE Am. Ins. Co., 270 N.E.3d 11, 25 (Ind. Ct. App. 2025). If the words of an indemnity agreement are clear and unambiguous, they are to be given their plain and ordinary meaning. Symons v. Fish, 158 N.E.3d 352, 361 (Ind. Ct. App. 2020). We will construe an indemnity agreement to cover all losses and damages to which it reasonably appears the parties intended it to apply. Id. “There is no absolute prohibition against one party agreeing to indemnify the other party for first-party claims arising between those parties.” BioConvergence, LLC v. Menefee, 103 N.E.3d 1141, 1169 (Ind. Ct. App. 2018), trans. denied. “Where the plain language of the provision requires first-party indemnification, then such indemnification is permitted.” Id.

[24] Michael argues that the indemnification provision contained in the Agreement only applies to third-party claims and not first-party claims between Michael and Louis. Section 6.03 of the Agreement, which mirrors Section 6.02, Indemnification by Seller, provides:

Section 6.03. Indemnification By Buyer. Buyer shall defend, indemnify and hold harmless Seller, its affiliates and their respective stockholders, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements, arising from or relating to:

(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or any document to be delivered hereunder;

(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement or any document to be delivered hereunder; or

(c) any Assumed Liability.

Appellant's App. Vol. 3 p. 33. The unambiguous language of Section 6.03 provides that Michael shall indemnify Louis “from and against all ․ costs and expenses, including attorneys’ fees ․ arising from or relating to ․ any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by [Michael] pursuant to this Agreement ․” Id. This language is clear that indemnification by Michael was not confined exclusively to third-party claims. Under Section 6.03, Michael was unequivocally required to indemnify Louis against all costs including attorney fees that arose from any breach of any obligation to be performed by Michael under the Agreement. This language encompasses Michael's payment of attorney fees incurred by Louis relating to Michael's breach of his obligation to make monthly payments under the Agreement.

[25] Michael contends that allowing Section 6.03 to include indemnification for first-party claims would put the provision at odds with the procedures in Section 6.04, and therefore, the way to harmonize the two sections is to find that Section 6.03 only applies to third-party claims. Section 6.04 provides:

Section 6.04. Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld or delayed).

Id.

[26] Section 6.04 sets out the procedures when any indemnification is sought. The first sentence of Section 6.04 states that, when any claim for indemnification arises, the indemnified party shall promptly provide written notice of the claim to the indemnifying party. Therefore, any indemnification claim, either first-party or otherwise, requires written notice from the indemnified party to the indemnifying party. The next sentence begins with the limiting clause, “In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement,” which clearly refers to third-party indemnification claims arising out of legal actions with third parties, and continues to set out the procedures the indemnifying party and indemnified party may take in defending such third-party claims. Id. The subsequent two sentences in Section 6.04 use the phrase, “any such Action[,]” which is a phrase that refers back to the language used in in the limiting phrase describing a third-party claim. Id. The last sentence in Section 6.04 then uses the phrase “any Action” when discussing that written consent by the indemnified party is required for settling any action, which demonstrates a different intent to apply to all claims or actions involving the parties and not just third-party claims. Id. Thus, the first and last sentence applies to all claims for indemnification, and the remainder of Section 6.04 is limited to only third-party claims.

[27] Our conclusion that Section 6.03 includes indemnification for first-party claims does not conflict with the procedures in Section 6.04. Rather, when read together, the provisions are harmonized. Section 6.03 requires Michael to indemnify Louis for all costs, including attorney fees arising from any breach of any obligation to be performed under the Agreement, and Section 6.04 sets out the procedures to be followed when indemnification is sought. Section 6.04 clearly segregates the procedure to pursue a first-party claim from the procedure necessary for a third-party claim.

[28] Michael argues that we should follow the reasoning in L.H. Controls, Inc. v. Custom Conveyor, Inc., 974 N.E.2d 1031 (Ind. Ct. App. 2012), to find that Section 6.03 does not encompass first-party indemnification claims. He asserts, that, there, our court found that a “nearly identical,” Appellant's Br. pp. 40, 42, indemnification provision was ambiguous as to whether it covered first-party claims and construed that ambiguity against the drafter of the contract, finding that the provision did not apply to first-party indemnification claims. Id. at 1047–48. However, we find L.H. Controls to be distinguishable from the present case because the contract analyzed in L.H. Controls did not contain language similar to the language in Section 6.04, which clearly identified distinct procedures necessary to assert a third-party claim rather than a first-party claim.

[29] We, therefore, conclude that the Agreement provides for first-party indemnification upon the breach or non-fulfillment of the obligations under the Agreement.³ The trial court did not err when it ordered Michael to pay Louis's attorney fees.

Conclusion

[30] We, therefore, conclude that the trial court did not err when it ordered Michael to pay the balance left from the full purchase price contained in the Agreement and to pay Louis's attorney fees.

[31] Affirmed.

FOOTNOTES

1.   AUM is an abbreviation for “assets under management.” Tr. Vol. 2 p. 73.

2.   To the extent that Michael argues that such an interpretation conflicts with the provisions in the Agreement discussing waiver, amendment of the agreement, and specific performance, we disagree. Because we have determined that the only right that Michael was due under Section 1.04 was the right to have an evaluation conducted twelve months after closing and such evaluation occurred, we do not find that Michael waived any right set forth under Section 1.04 or that any provision was not performed in accordance with the terms of the Agreement.

3.   To the extent that Michael contends that the Agreement was ambiguous due to the trial court's statement in a footnote of the Final Order, where it stated, “the Agreement is a bit confusing on the question of recovering attorney fees and expenses,” we disagree. See Appellant's App. Vol. 2 p. 30 n.4. Although the trial court made this statement, it did not foreclose the award of attorney fees in the Final Order. Instead, it stated that it was not awarding attorney fees “at this time in large part due to the fact that the Court did not receive evidence as to Louis’[s] attorney fees or expenses.” Id. As the trial court later found in its order awarding attorney fees, the trial court did not have the “benefit of arguments, by motion and at hearing, of the parties to make a decision regarding the propriety of attorney's fees” when issuing the Final Order. Id. at 37. We, therefore, do not find the trial court's statement in the Final Order to be dispositive that it found the Agreement to be ambiguous.

Foley, Judge.

May, J., and Altice, J., concur.