IN THE

ARIZONA COURT OF APPEALS

DIVISION ONE

TALKING ROCK LAND, LLC, 

Plaintiff/Appellant/Cross-Appellee,

v.

INSCRIPTION CANYON RANCH, LP, et al., 

Defendants/Appellees/Cross-Appellants.

No. 1 CA-CV 22-0712 

Appeal from the Superior Court in Maricopa County

No. CV2019-056128

The Honorable Sara J. Agne, Judge

The Honorable Danielle J. Viola, Judge

AFFIRMED

COUNSEL

Himmelstein & Adkins, LLC, Scottsdale

By David E. Shein, Erik D. Smith

Counsel for Plaintiff/Appellant/Cross-Appellee

Stinson LLP, Phoenix

By Lonnie J. Williams, Jr., Timothy S. Lauxman

Co-Counsel for Defendant/Appellee/Cross-Appellant

Holdsworth Law Firm, P.C., Prescott

By Lori Marschke

Co-Counsel for Defendant/Appellee/Cross-Appellant

FILED 4-9-2024
TALKING ROCK v. INSCRIPTION CANYON, et al.

Opinion

2

OPINION

Judge Samuel A. Thumma delivered the opinion of the Court, in which 

Presiding Judge D. Steven Williams and Judge Paul J. McMurdie joined.

T H U M M A, Judge:

¶1 In this declaratory judgment action, plaintiff Talking Rock 

Land (TRL) appeals from the grant of summary judgment for defendant 

Inscription Canyon Ranch (ICR) resolving the meaning of the parties’ 

detailed written contracts, issues addressed in a separate memorandum 

decision affirming that judgment. This opinion addresses ICR’s crossappeal arguing the superior court erred in reducing the attorneys’ fees it 

sought under the contracts. For the reasons that follow, the fee award is 

affirmed.

FACTS AND PROCEDURAL HISTORY

¶2 TRL and ICR have had a contractual relationship, lasting a 

generation, involving the development of homes on 3,450 acres (more than 

five square miles) of land near Prescott. The separate memorandum 

decision affirms the superior court’s grant of summary judgment in favor 

of ICR and against TRL, declaring that the contract required TRL to pay for 

all the lots “prior to the end of 2027” and awarding ICR attorneys’ fees, 

citing both the terms of the parties’ contract and Arizona Revised Statute 

(A.R.S.) section 12-341.01 (2024).1

¶3 After those rulings by the superior court, ICR filed a request 

seeking $921,290 in fees (later supplemented to seek $981,318.50 in fees) and 

$14,262.14 in taxable costs. After full briefing, the court awarded ICR

$700,000 in fees pursuant to the contract and A.R.S. § 12-341.01 and 

$14,262.14 in taxable costs. In addressing fees, the court cited the parties’ 

contract that “allows for reimbursement for ‘all of its out-of-pocket

expenses incurred in pursuing collection,’” also citing A.R.S. § 12-341.01. In 

awarding less than the amount of fees requested, the court noted some time 

entries lacked requisite detail, some fees sought were for billing on other 

1 Absent material revisions after the relevant dates, statutes cited refer to 

the current version unless otherwise indicated.
TALKING ROCK v. INSCRIPTION CANYON, et al.

Opinion

3

matters, and that ICR’s fees were disproportional to TRL’s fees, supporting 

“a finding that the fees are clearly excessive and subject to reduction.”

¶4 This court has jurisdiction over ICR’s timely cross-appeal 

pursuant to Article 6, Section 9, of the Arizona Constitution and A.R.S. §§

12-120.21(A) and -2101(A)(1).

DISCUSSION

¶5 ICR argues that the superior court erred by awarding it 

$700,000 in attorneys’ fees rather than the full $981,318.50 it requested, an 

issue this court reviews for an abuse of discretion. Associated Indem. Corp. v. 

Warner, 143 Ariz. 567, 570-71 (1985). ICR argues the superior court failed to 

consider its supplemental fee application and erred by awarding a reduced 

amount of fees “without any analysis or findings;” “reducing ICR’s fee 

award as ‘disproportional’ without finding any of ICR’s fees were ‘clearly 

excessive’” and “relying on TRL’s disproportionality argument, which is 

deficient as a matter of law.”

A. The Superior Court Considered ICR’s Supplemental Fee 

Application. 

¶6 ICR argues that the superior court erred “when it implicitly 

disallowed the entirety of the $60,028.50 in fees ICR sought in its 

supplemental application.” The court, however, acknowledged ICR’s 

supplemental application, specifically noting “ICR’s Application and 

Supplemental Application” for fees. As ICR argues, that same minute entry 

contained a math error, with a total that did not include the $60,028.50 

requested in the supplemental application. But given the court expressly 

stated it considered the supplemental application, ICR has not shown that 

the court erred by failing to consider it. 

B. The Superior Court Did Not Abuse Its Discretion in

Finding Some of ICR’s Requested Fees Were “Clearly 

Excessive.” 

¶7 A contractual provision for attorneys’ fees “will be enforced

in accordance with the terms of the contract,” First Fed. Sav. & Loan Ass’n of 

Phoenix v. Ram, 135 Ariz. 178, 181 (App. 1982), recognizing A.R.S. § 12-

341.01(A) supplements such a provision, Am. Power Prods., Inc., v. CSK Auto, 

Inc., 242 Ariz. 364, 369 ¶ 16 (2017). Such a contractual provision “should not 

be enforced when the amount requested is ‘obviously excessive.’” McDowell 

Mountain Ranch Cmty. Ass’n, Inc. v. Simons, 216 Ariz. 266, 270 (App. 2007) 

(2-1 decision) (citing Elson Dev. Co. v. Ariz. Sav. & Loan Ass’n, 99 Ariz. 217 
TALKING ROCK v. INSCRIPTION CANYON, et al.

Opinion

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(1965)). Applying these standards, the court awarded ICR $700,000 in fees 

of the $981,318.50 it requested in a six-page ruling detailing its analysis. 

¶8 ICR argues that the award “violates McDowell Mountain

because the court did not specify any fees that were clearly excessive. 

Instead, the court made a single, generally applicable finding regarding the 

total amount of ICR’s fees which rendered them ‘clearly excessive.’” To 

support its argument, ICR cites a sentence in McDowell Mountain stating 

“[o]n remand, the trial court may conduct a hearing . . . and then enter an 

award to the Association of all its attorneys’ fees that were properly 

incurred in this matter except as to those fees the court expressly finds are 

clearly excessive.” 216 Ariz. at 271 ¶ 22. ICR argues this language required 

the superior court here to award “‘all of its attorneys’ fees that were 

properly incurred’ and make specific findings on those which [are] not.” 

ICR further argues that, absent such specific findings, a superior court 

could reduce requested fees as “excessive without any basis” and 

“impermissibly strike the term ‘all’ from the contract.” ICR also argues that 

such action “would essentially amount to an ordinary reasonableness 

analysis despite McDowell Mountain expressly prohibiting that action.” 

¶9 ICR’s argument is misplaced. McDowell Mountain did not 

create a legal standard requiring courts to make findings about which 

specific fee entries are “clearly excessive” when awarding fees. No Arizona 

case has imposed the requirement ICR advances, and no published decision 

has read McDowell Mountain as including such a requirement. Nor has ICR 

suggested any applicable procedural rule that would require the findings 

of fact it alleges the superior court should have made here. Cf. Ariz. R. Civ. 

P. 52(a)(1) (allowing a party to request findings of fact and conclusions of 

law, “if requested before trial” in “an action tried on the facts without a jury 

or with an advisory jury”). 

¶10 The McDowell Mountain language cited by ICR was a specific 

instruction about proceedings on remand in that case. It did not impose an 

express finding requirement for each disallowed entry in a fee request. No 

such findings are required by contract or statute, and this court will not read 

McDowell Mountain as mandating such a requirement. 216 Ariz. at 271 ¶ 22. 

So long as the record reflects a reasonable basis for the court’s decision in 

awarding fees, there is no abuse of discretion. See, e.g., Tucson Ests. Prop.

Owners Ass’n, Inc. v. McGovern, 239 Ariz. 52, 56 ¶ 12 (App. 2016); Hawk v. 

PC Vill. Ass’n, Inc., 233 Ariz. 94, 100 ¶ 21 (App. 2013); Orfaly v. Tucson 

Symphony Soc’y, 209 Ariz. 260, 266 ¶ 21 (App. 2004). 
TALKING ROCK v. INSCRIPTION CANYON, et al.

Opinion

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C. The Superior Court Did Not Err by Relying on TRL’s 

Disproportionality Argument. 

¶11 ICR argues that (1) “TRL failed to carry its burden” of 

“showing ICR’s fees were ‘clearly excessive’” and (2) the superior court 

abused its discretion by “compar[ing] the parties’ fees and determin[ing] 

ICR’s fees were the problem.”

¶12 Relying on In re Indenture of Tr. Dated Jan. 13, 1964, 235 Ariz. 

40, 53 ¶47-48 (App. 2014), ICR asserts that “TRL had the burden of showing 

ICR’s fees were ‘clearly excessive’ by presenting arguments, beyond mere 

conclusions, with factual support.” ICR has not shown that the superior 

court erred in concluding TRL met this burden. In its response and 

objection to ICR’s fee application, TRL outlined hours reflected on ICR’s 

timesheet that it argued represented an “inordinate amount of time and 

expense,” and for example, pinpointed 47.8 hours of block billing, 14.8 

hours of work performed for related cases, 12.2 hours of administrative 

matters for unrelated cases, and others. TRL’s response included more than 

“mere conclusions” and was thus proper for the superior court to consider. 

¶13 ICR also has not shown that the superior court abused its 

discretion by relying on TRL’s disproportionality argument and comparing 

the parties’ fees. TRL argued that the disproportionality between the fees 

requested by ICR and TRL show that ICR’s fees are “grossly unreasonable.” 

Under Ethical Rule 1.5, one factor to consider when determining the 

reasonableness of a fee is the fee customarily charged in the locality for 

similar legal services. Ariz. R. Sup. Ct. 42, ER 1.5(a)(3). TRL’s fees are at least 

some evidence of such similar legal services. 

¶14 To be sure, TRL’s objection was summary, stating without 

support that “[t]he $1,000,000.00 in fees sought by ICR are approximately 

150% greater than the $400,000 in fees incurred by TRL.” TRL’s objection 

failed to provide details for this assertion, such as hourly rates or hours of 

billable time spent on comparable tasks. The better practice would be for a 

party making a disproportionality argument to provide such detail. And a 

superior court could, in exercising its discretion, determine that more than 

what TRL provided was needed. On this record, however, ICR has not 

shown that the superior court abused its discretion by considering TRL’s 

fees when determining that ICR’s fees were “clearly excessive.”
TALKING ROCK v. INSCRIPTION CANYON, et al.

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CONCLUSION

¶15 The superior court’s award to ICR of $700,000 in attorneys’ 

fees and $14,262.14 in taxable costs is affirmed.