Performance Insurance Services, Inc., d/b/a James Allen Insurance Brokers, and d/b/a Graber Insurance, Inc., Appellant-Defendant v. LLC RRM LLC (2026)

MEMORANDUM DECISION

[1] Performance Insurance Services appeals the trial court's judgment for Round Rock Management, LLC following a bench trial. Performance raises three issues for our review, which we consolidate and restate as whether the trial court's judgment for Round Rock is clearly erroneous.

[2] We affirm.

Facts and Procedural History

[3] On August 21, 2023, Round Rock loaned $1,000,000 to a business named InsurePlicity. In exchange, InsurePlicity executed a security agreement in which it pledged the following collateral to Round Rock: “All of [InsurePlicity's] present and future interest in, to and under all assets of [InsurePlicity], whether now existing or hereafter acquired, wherever located ․” Ex. Vol. 3, p. 18. The next day, InsurePlicity purchased Performance for $1,000,000. Pursuant to that purchase, “Performance's assets became InsurePlicity's assets[.]” Tr. Vol. 2, p. 93.

[4] Thereafter, InsurePlicity defaulted on its repayments to Round Rock, and Round Rock filed a complaint to foreclose on InsurePlicity's assets. Round Rock's complaint named both InsurePlicity and Performance as co-defendants. The complaint alleged that InsurePlicity had used the $1,000,000 loan proceeds from Round Rock to purchase Performance's assets. The complaint therefore sought to have those assets adjudicated to be Round Rock's assets.

[5] Following a bench trial at which relevant documentary and testimonial evidence was presented, the trial court entered judgment for Round Rock and against Performance. The trial court's judgment is supported by findings of fact and conclusions thereon.

[6] This appeal ensued.

Discussion and Decision

[7] Performance appeals the trial court's judgment for Round Rock. The trial court's judgment is supported by findings of fact and conclusions thereon following a bench trial. We will set aside such a judgment only if it is clearly erroneous. Cooley v. Cooley, 229 N.E.3d 561, 564 (Ind. 2024). A judgment is clearly erroneous if the evidence does not support the findings or the findings do not support the judgment. See id. We consider only the evidence most favorable to the trial court's judgment and do not reweigh the evidence or reassess witness credibility. See id.

[8] On appeal, Performance first asserts that it “never relinquished possession, operation, or control of its assets” to InsurePlicity following InsurePlicity's purchase of the assets. Appellant's Br. at 18. Performance cites no authority that such control is required, however. In a related argument, Performance asserts that InsurePlicity's transfer of the $1,000,000 was “to an unknown bank account” and, regardless, “closing did not occur” between InsurePlicity and Performance. Id. at 22.

[9] The testimony most favorable to the trial court's judgment shows that InsurePlicity paid Performance $1,000,000 for Performance's assets, that the two entities closed on their transaction, that payment from InsurePlicity to Performance in fact happened, and that, upon the transfer of those funds, Performance's assets became InsurePlicity's assets. Performance's arguments to the contrary ask our Court to reweigh the evidence, which we will not do.

[10] Performance next asserts that Round Rock's complaint “never alleged” that the assets Round Rock sought to foreclose on were “the assets owned by Performance[.]” Id. at 19. We disagree. The complaint plainly identifies Performance as a real party in interest, plainly states a claim to InsurePlicity's assets, and plainly identifies Performance's assets as InsurePlicity's assets. Those allegations gave Performance plenty of notice and opportunity as to what the disputes between the parties would be. Further, the trial court entered a default judgment against InsurePlicity prior to the bench trial between Performance and Round Rock. That default judgment established Round Rock's breach-of-contract claim against InsurePlicity and Round Rock's corresponding entitlement to foreclose on its collateral.

[11] Last, Performance argues that the agent who purported to transfer its assets to InsurePlicity in exchange for the $1,000,000 lacked authority to effectuate that transfer. That agent, Tim Craig, testified that he was Performance's President and Director and he authorized the sale to InsurePlicity in those capacities. We conclude that Performance's argument on this issue again goes to the weight of the evidence, which we will not reconsider.

[12] For all of these reasons, the trial court's judgment for Round Rock is not clearly erroneous, and we affirm the court's judgment.

[13] Affirmed.

Mathias, Judge.

Kenworthy, J., and DeBoer, J., concur