## FOR PUBLICATION

ATTORNEY FOR APPELLANTS : ATTORNEY FOR APPELLEES : WILLIAM H. TOBIN DANIEL A. MEDREA South Holland, Illinois Lucas Holcomb & Medrea Merrillville, Indiana


## IN THE COURT OF APPEALS OF INDIANA

IN RE: RUETH DEVELOPMENT COMPANY, ) An Indiana Limited Partnership, ) No. 45A03

- 1110

- CP

- 468

APPEAL FROM THE LAKE SUPERIOR COURT The Honorable Diane Kavadias Schneider, Judge Cause No. 45D01

- 9311

- CP

- 1746
August 14, 2012 OPINION
- FOR PUBLICATION RILEY, Judge2 STATEMENT OF THE CASE In this consolidated appeal, Appellant s - Respondents, Herbert R. Rueth (Herbert), Robert J. Rueth (Robert), and Thomas J. Rueth (Thomas) , as general partners of Rueth Development Company L imited P artnership (RDC), and Barbara Bishop, Janine Rueth, Rosemary Rueth, Kevin Rueth, Timothy Rueth (Timothy) , Aaron M. Rueth, Rebecca Rueth, Ryan T. Rueth and the L. Herbert Rueth Residual Trust, as limited partners of RDC (collectively, Appellants) , appeal the trial court’s grant of relief vacating the dismiss al of dissolution proceedings of RDC and issuance of a temporary injunction in favor of Appellees

- Petitioners , Harold G. Rueth Jr. (Ha l ) as general partner of RDC ; Ha l , Claudia Rueth, Nancy Rueth, as limited partners of RDC and as co

- executors of the
Esta t e of Harold G. Rueth, deceased; and Jerome Rueth, Richard Rueth, and the Harold G. Rueth Residual Trust, as limited partners of RDC (collectively, Appellees). We affirm in part , reverse in part , and remand

. ISSUE S Appellants raise eight issues in this con solidated appeal, three of which we find dispositive and restate as the following: (1) Whether the trial court abused its discretion by granting Appellees’ T.R. 60(B) motion to vacate the trial court’s dismissal of RDC’s dissolution proceedings ;3

(2) Whether the tr ial court abused its discretion in allowing Appellees to pursue their claims against Appellants as a derivative action under Ind. Code § 23

- 16

- 11

- 1 ; and (3) Whether the trial court abused its discretion by granting a preliminary injunction enjoining RDC’s capi tal distributions and restricting its payment of attorney fees

. FACTS AND PROCEDURAL HISTORY
I

. Background RDC is an Indiana Limited Partnership formed on January 20, 1956 to engage in the land development business. RDC’s limited partnership agreement (P artnership Agreement) has been amended several times since, with its Ninth Amendment effective on December 30, 1983. As of the Ninth Amendment, RDC had two general partners, Harold Rueth (Harold) and Helen L. Rueth (Helen) , a nd nine limited partners, comp rised of individuals and various family trusts. Harold and Helen were siblings who each had two votes regarding the conduct of the limited partnership. Helen’s children included Herbert, Timothy, and Robert , who were limited partners of RDC until Helen’s death in 2006

. Hal and Thomas are Harold’s children and were limited partners of RDC until Harold’s death in 2008

. The Partnership Agreement reflected the limited partnership’s
allocation of power along family lines, with persons from Harold’s line refe rred to as “ the4

family of Harold G. Rueth, ” and those from Helen’s line referred to as “ the family of L. Herbert Rueth. ” ( Appellants’ 60(B) App. p

. 149 )

. 1
T wo other companies are rel evant to this dispute. First, RDC owned and operated Superior Lumber Com pany (Superior Lumber) , a lumber yard and supplie r of construction materials

. RDC paid Thomas and Robert to manage Superior Lumber on behalf of RDC. Second, H&H Rueth, Inc. (H&H) is a general contractor , with the company set up as a closely

- held corporat ion in which Thomas, Herbert, Timothy, and Robert are the sole shareholders, officers, and directors. RDC has no ownership interest in H&H. In 1991 or 1992 Harold became concerned with H &H’s commercial interactions with Superior Lumber and RDC. H&H car ried notably high accoun t balances on its purchases of building materials from Superior Lumber and on its purchase of lots from RDC. Harold and Helen dis agreed on RDC’s comm ercial p ractices toward H&H and Harold sought to impose strict payment terms upon H&H. On July 9, 1992, Harold notified H&H and Superior Lumber that, as RDC’s general partner, he expected H&H’s outstanding balances to be brought up to date. H&H, in turn, sought direct instructions from Helen to permit RDC to continue transfer ring lots to H&H without payment of its current or outstanding account balances.
II. Dissolution Proceedings

1 As this appeal has been consolidated, we distinguish the briefs and appendices herein by referring to the specific appellate proceedings appeal in which they were filed.5

On November 18, 1993, Harold filed an Application for D issolution, W inding up, and A ccounting of RDC (Application) in the Lake County Superior Court. Ea ch limited partner was served with a summons and each return of summons was duly recorded by the clerk of court. On August 31, 1995, Harold filed an Amended Application. The Amended Application contained a new Count IV, alleging breaches of fiduciary dut y by Helen, as general partner, and Thomas, Robert, Herbert, and Timothy, as limited partners

. Specifically, Harold claimed that Helen, as general partner of RDC, Thomas and Robert,

as co - managers of Superior Lumber, and Thomas, Robert, Herbert, and Timot hy, as sole shareholder, officers, and directors of H&H, had acted contrary to the interests of RDC, its general partners and limited partners. From 1994 to 2002, the general partners, limited partners, and other entities contested various claims involvi ng RDC, with most claims tried and decided, settled , or dismissed. In one particular claim (referred to by the parties and the trial court as the “interest claim”) , Harold sought interest on unpaid transactions between H&H, Superior Lumber , and RDC . The interest claim was bifurcated for trial on liability and damages. On June 22, 2 001, the trial court issued an O rder containing findings of fact and conclusions of law , determin ing that Thomas and Robert, as co - managers of Superior Lumber acted in a manner contrary to the interests of RDC by waiving Superior Lumber’s mechanic’s liens against properties developed by H&H , and had otherwise fail ed to enforce payment terms against H&H. Regarding its transactions with RDC, the trial court concluded that H&H had wrongfully accepted proceeds from the closing of6

homes on lots purchased from RDC without payment to RDC of the outstanding balances

. Before the damage phase could be tried , RDC was found in violation of a consent decree with the U.S. Environmental Protec tion Agency (EPA) and was subjected to penalties of $7 million. RDC’s funds were frozen and its dissolution proceedings were stayed in May 2002

. RDC later settled the dispute with the EPA for $2.4 million. On March 31, 2006, Helen died. Upon her death , her entire interest in RDC
converte d to a limited partner interest and transferred to the L. Herbert Rueth Residual
Trust. Under the Partnership Agreement, Herbert and Robert could succeed Helen to become general partners provided that they transfer red an amount equivalent to 0 .5% of RDC’s capital account from their limited partner account s to a n RDC general partner
account

. Robert and Herbert received one vote each as general partners while Harold retained two votes as general partner . On April 7, 200 6, Herbert and Robert delivered to Harold a written notice of their intent to become general partners. Harold thereafter recognized Herbert and Robert as general partners. On April 23, 2008, the trial court s cheduled the damages phase on the interest clai m for trial on September 28, 2008 . On A u gust 15, 2008, Harold died. Upon his death, his partnership interest converted to a limited pa rtner interest and transf erred to the Harold G. Rueth Residual Trust. Under Article VII of the Partnership Agreement,
T homas and Hal had a right to succeed him as general partners, provided that they transfer red an amount equivalent to 0 .5% of RDC’s capital account from their limited7

partner account s to a general partner account. Thereafter , Thomas and Hal would receive

o ne vote each as general partner s . On August 22, 2008, Thomas sent written notice of his intent to become general partner to RDC’s accountant

. On September 16, 2008, Appellants filed their Stipulation of Dismissal with
P rejudice (Stipulation) pursuant to T. R. 41(A)(1)(b)

. The Stipulation provided three reasons for dismissal of RDC’s dissolution proceedings with prejudice. First, following Harold’s death, Thomas alone su cceeded him as general partner and could exercise “the two votes formerly held by Har old.” ( Appellants’ 60(B) App. p. 94). Second, a s Thomas, Robert, and Herbert were in agreement on the management of RDC, the Stipulation recited that the condition precedent for RDC’s judicial dissolution no longer existed under I

. C

. § 23

- 16

- 9

- 2 since th eir agreement resolved any deadlock and therefore permitted RDC to carry on its business under the P artnership A greement. Third, continuing the dissolution proceedings had the potential to di l ut e RDC’s two remaining
assets, a storage facility and its inte rest in the Powers

- Rueth and Associates Limited Partnership . The Stipulation contained the signatures of Herbert and Robert along with limited partners from the family of L. Herbert Rueth. The signatures of Thomas along with his children, also limited pa rtners, represented the family of Harold G. Rueth. On September 24, 2008, Appellee s ’ counsel arranged a conference call with Appellant s ’ counsel and the trial court to discuss the trial court’s intention regarding the trial date in light of the Stipulati on. The trial court explained that although it was removing the trial date, it required a response from counsel for Harold’s estate or8

Harold’s survivors in interest. However, the trial court did not provide a timeframe for such response to be submitted. On October 2 , 2008, the trial court entered its Order , dismiss in g RDC’s dissolution proceedings with prejudice. Following dismissal, o n October 8, 2008, Hal elected to become a general partner of RDC. On October 10 , 2008, Appellees filed a motion to v acate the dismissal of RDC’s dissolution proceedings under T.R. 60(B) . Appellees alleged three grounds to support their motion . First, Appellees contended that Thomas, Robert, and Herbert committed fraud upon the court by misrepresenting their status as the sole general partners and then dismiss ing claims against them selves

. Further, they maintained that Appellants ’ dismissal of claims against themselves constituted a conflict of interest. Third , Appellants were not provided with a reasonable opportu nit y to object to the dismissal resulting in surprise and excusable neglect. Appellee s ’ T.R. 60(B) motion also sought an injunction freezing RDC’s bank accounts and certificates of deposit until the trial court ruled on the ir motion to vacate

. On October 14, 2008 , the trial court vacated the dismissal, ordered hearings on the T.R. 60(B) m otion , and issued a temporary inju n ction . It its Order, the trial court c it ed the propriety of Thomas, Robert, and Herbert acting as genera l partners in light of Appellee s ’ allegations of fraud. On October 17, 2008, Appellees filed a motion for recusal of the trial judge. On October 22, 2008, in the same Order, the trial court first declared the injunction to be defective and then secondly, recused himself.9

On October 20, 2008, Appellants appealed to this court

. They argu ed that the trial court was without jurisdiction to vacate the d ismissal and to order hearings on the T.R. 60(B) motion because Appellees were not parties to the dissolution proceedings. In an unpublishe d decision, t his court found that th e instant proceedings were for “the dissolution, winding up, and accounting for RDC” and concluded that Appellees were parties since they were each served with a summons and were therefore subject to t he trial court’s ju risdiction. In re Rueth Development Co. , No. 45A03

- 0811

- CV

- 568, at *8 (Ind. Ct. App., May 28, 2009), trans. denied

. As a result, the trial court’s reassertion of jurisdiction, decision to vacate the d ismissal, and setting hearings on Appellee s ’ T.R. 60(B ) motion were found proper. Id . at *9

. Additionally, this court concluded : Indeed, it would be inequitable in these circumstances to preclude [Appellees] from filing a [T.R.] 60(B) motion and permit [ Appellants ] to dismiss with prejudice all of the claim s against themselves, which the trial court had previously found as constituting breaches of fiduciary duty and fraud upon RDC and its li mited partners. Even though [ Appellants ] were not specifically named as defendants in the caption of the proceedings re garding the dissolution, winding up, and accounting for RDC, serious allegations of wrongdoing were made against each of them.
I d

. at *8. Further, we noted, it is apparent that this case was dismissed with prejudice solely bec ause of the [ Appellants’ ] s elf

- serving representations that they were the sole general partners of RDC. Those misrepresentations were potentially fraudulent, which permitted the trial court to set aside the prior dismissal. Id . at * 9. On May 18, 2010, the trial court began evide nti ary hearings on the T.R. 60(B)

m otion. On April 6, 2011, the trial court issued its Findings of Fact and Conclusions of10

Law vacating its October 2, 20 08 Order dismissing RDC’s dissolution proceedings with prejudice. T he trial court concluded that, und er the law of the case doctrine , Appellees were parties to the action and had standing to file thei r T.R. 60(B) motion. Although Appellees’ T.R. 60(B) motion did not enumerat e the specific provisions entitling them to relief , the trial court characteri zed Appellees’ allegations as request s for relief under T.R. 60(B)(1

- 3) and (8).
T he trial court found that while Thomas, Robert, Herbert were each general partners of RDC and Appellees had knowledge there of , the y nevertheless breached their fiduciary dutie s to RDC and all its limited partners b y procuring a stipulated dismissal of the dissolution action without the consent of all partners

. Concluding that a dismissal with prejudice made it impossible for Appellees to obtain relief and that Appellants faile d to timely disclose their intent to file a stipulated dismissal, the trial court deemed such conduct to be constructive fraud

. Further, the trial court concluded that Appellees were not afforded sufficient time to substitute a party in place of Harold an d that any such failure to substitute was due to surprise or excusable neglect. In fashioning a remedy, t he trial court relied upon a constructive trust to disgorge benefit s obtained by Appellants as a result of the dismissal and concluded that Appellees were entitled to relief under T.R. 60(B)(1

- 3) and (8). The trial court ordered that Appellees be entered as additional parties, including Hal as general partn er. Relying
upon I.C. § 23

- 16

- 11

- 1, the trial court allowed Appellees to “purs ue the litigation as a derivative action agains t [ Appellants ] for and on behalf of RDC, to require an accounting11

by [ Appellants ], and to pursue dissolution as to the interest of [ Appellants ] as a result of their wrongful conduct.” ( Appellants’ 60(B) App . p. 83 ). On May 9, 2011 , Appellants filed a m otion to c orrect e rrors, which was denied by the trial court on September 19, 2011. On October 17, 2011, Appellants appealed the trial court’s 60(B) ruling.
III

. Injunctive Relief Early on in the proceedings, on November 1, 199 5, pursuant to Harold and Helen’s agreement , the trial court ordered that the parties’ attorney fees be paid from RDC’s assets subject to the submission of itemized billings

. Following the trial court’s October 2, 2008 O rder , Thomas, Robert, and Herbert, as general partners, alleged ly made capital distributions to themselves to reduce promissory notes owed by H&H to RDC as well as cash distributions to other limited partners. Further, Thomas, Robert, and Herbert refused to pay Appellees’ attorney fees whi le paying Appellants’ attorney fees. One of RDC’s few remaining assets consisted of its 39% interest in the Powers

Rueth and Associates L imited P artnership. On October 25, 2011, the Powers

- Rueth and Associates L imited P artnership sold its interest in th e Briar Ridge Count r y Club for $3
million. Appellees alleged that RDC’s share of the s ale proceeds may exceed $1 million , which was subject to imminent distribution. On November 8, 2011, Appellees submitted a Verified Motio n for Issuance of Temp or ary Re straining Order without Notice and Application for Preliminary Inju nc tion. The motion was presented to the trial court as an emergency matter , with Appellee s’ counsel notifying Appellant s ’ counsel a little more than an hour and a half before the12

hearing

. That same day, Hal and Appellee s ’ counsel as well as Thomas and Appellants ’ counsel appeared before the trial court. On November 16, 2011, the trial court denied Appellees’ motion but issued an Order that p rovided in relevant part :

During the cour se of a rguments issues were brought before the court which the court now addresses. The court takes notice of [o]rders previously entered in this case by [the former trial judge] wherein he ordered that attorney fees for all the parties’ cou n s el were to be paid f rom the assets of RDC . The court is advised that the attorney fees for [Appellants’ attorney] have been paid since Sep tember 29, 2008 through the end of 2010, but that none of the attorney fees for [Appellants’ counsel] have been paid since September 29, 2008. IT IS THEREFORE ORDERED as follows: 1. No capital distributions to the general or limited partners of [RDC] shall be made without unanimous consent of all four (4) general partne r s. The majority partners of RDC, [Thomas, Robert, and Herbert] ar e hereby enjoined from making any capital distributions to the general or limited partners of RDC without the concurrence of [general partner Hal]. 2. To the extent that attorney fees are to be paid to the parties’ attorne ys [ ...] from the assets or funds of RDC, they are to be pa id in equal amounts. That is to say that the majority general partners shall pay attorney fees to [Appellant s ’ counsel] only to the extent that the same amount is paid to [Appellee s ’ counsel]. 3. The majority general partners ar e hereby enjoined from hereafter paying any attorney fees to [Appellant s’ counsel] for services rendered in connection with this case, past, present or future, pursuant to a statement for his services rendered, without at the same time paying the same amou nt to [Appellee s’ counsel], attorney for [Hal] and the other [Appellees] of record, pursuant to a statement for his services rendered, past, present, or future. ( Appellants’ Injunction App. p. 74 )

. On December 5 , 2011, Appellants filed their notice of ap peal challenging the November 16, 2011 O rder. On April 16, 2012, Appellants13

moved pursuant to Ind. Appellate Rule 38(B) to consolidate both appeals. O n May 11 , 2012 , we ordered the appeal s consolidated under a single cause number

. Additional facts will be provided as necessary.

D ISCUSSION AND DECISION Appellants claim that the trial court abused its discretion by granting Appellees’ T.R. 60(B) motion and thereby vacating the trial court’s dismiss al of RDC’s dissolution proceedings with prejudice. In ma king this claim, Appellants argue that because the trial
court found that Thomas, Robert, and Herbert constituted three of RDC’s general partners, its grant of relief based on constructive fraud is incompatible with the statutory grounds for dissolution of a limited partnership. Next, Appellants assert that the relief ordered by the trial court is contrary to statutes governing dissolution and derivative actions involving limited partnerships. Separately , Appellants contest the trial court’s injunction re quiring unanimous consent by RDC’s general partners for capital distributions and requiring payment of both parties’ attorney fees in equal amounts. We will review Appellants’ challenge to the April 6, 2011 Order (T.R. 60(B) ) in the first part of this opi nion and their challenge to the November 16, 2011 Order ( injuncti on) in the second part

. I. Standard of Review
T he trial court’s October 2 , 20 08 Order of dismissal with prejudice was made pursuant to T.R. 41(A)(1)(b), which allows for voluntary dismissal “by filing a stipulation of dismissal signed by all parties who have appeared in the action.” Under14

T.R. 41(F), “a dismissal with prejudice may be set aside by the court for the grounds and in accordance with the provisions of [T.R.] 60(B). ” T.R. 60(B) g overns motions for relief from judgment and provides in relevant part: On motion and upon such terms as are just the court may relieve a party or his legal representative from an entry of default, final order, or final judgment [...] for the following reason s [...]: (1) mistake, surprise, or excusable neglect; (2) any ground for a motion to correct error, including without limitation newly discovered evidence, which by due diligence could not have been discovered in time to move for a motion to correct error s under Rule 59; (3) fraud (whether heretofore denominated intrinsic or extrinsic), misrepresentation, or other misconduct of an adverse party; [...] (8) any reason justifying relief from the operation of the judgment , other than those reasons set fort h in sub

- paragraphs (1), (2), (3), and (4). [...] A movant filing a motion for reasons (1), (2), (3), (4), and (8) must allege a meritorious claim or defense. [...] The trial court’s decision to grant a party relief from judgment under T.R. 60(B) “is withi n its sound, equitable discretion,” and is not subject to reversal unless there has been an abuse of discretion. Stonger v. Sorrell , 776 N.E.2d 353, 358 (Ind. 2002). An abuse of discretion occurs when the trial court’s decision is clearly against the log ic and the effects of the facts, or if the trial court misinterpreted the law. Jo. W. v. Je. W. , 952 N.E.2d 783, 785 (Ind. Ct. App. 2011).15

The burden is on the movant to demonstrate that relief under T.R. 60(B) is both necessary and just. Fairrow v. Fa irrow , 559 N.E.2d 597, 599 (Ind.1990). Relief under T.R. 60(B) also requires that the movant make a prima facie showing of a meritorious defense for reasons (1), (2), (3), (4), and (8)

. Smith v. Johnson , 711 N.E.2d 1259, 1265 (Ind. 1999). A meritorious defense refers to “evidence that, if credited, demonstrates that a different result would be reached if the case were retried on the merits and that it is unjust to allow the default to stand. ” Id

. The trial court may grant and we may affirm a T.R.60(B) motion “upon a ground not argued by the proponent if the court concludes that such is consistent with the duty of a court of equity to do justice.” State ex rel. Huppert v. Paschke , 637 N.E.2d 150, 153

- 54 (Ind. Ct. App. 1994 ).
W here, as here, the trial co urt has prepa red special findings under T.R. 52(A) , we apply a two

- tiered standard of review. Stonger , 776 N.E.2d at 358. We first determine if the evidence supports the findings, and then whether the findings support the judgment. Id . Trial court find ings and conclusions will be set aside if clearly erroneous. Id . We may not reweigh evidence or determine witness credibility, and we accept the trial court’s findings if there is evidence to sustain them. Id

. II. T.R. 60(B)(3) Although t he trial cou rt cit ed multiple provisions of T.R. 60(B) in its April 6, 2011 Order , it relied primarily upon T.R. 60(B)(3) to grant Appellees relief from the October 2 , 2011 Order of Dismissal. I t concluded that Thomas, Herbert, and Robert committed misconduct by proc uring dismissal of the dissolution action without the consent of all16

partners of RDC

. The trial court held that s uch action s constituted a breach of fiduciary duty, failure to disclose , and constructive fraud entitling Appellees to relief under T.R. 60(B) (3)

. Appellants raise a number of arguments throug hout their brief challenging these conclusions , two of which we find dispositive . First, Appellants contend that as constituting a majority of RDC’s general partners, they have an absolute right to dismi ss litigation under the Partnership Agreement. Second , Appellants assert that the trial court confused a general partner’s fiduciary duties with such party’s adversarial rights in lit igation with limited partners.
A. Constructive Fraud To obtain relief u nder Trial Rule 60(B)(3), the movant must show that (1) fraud, misrepresentation or other misconduct occurred; (2) such misconduct prevented the movant from fully and fairly presenting its case at trial; and (3) the movant has a meritorious defense. Outba ck Steakhouse of Florida, Inc. v. Markley , 856 N.E.2d 65, 73 (Ind. 2006). If a party cannot show that misconduct sub stantially prejudiced the party’ s presentation of its case, then “a court should not set aside an otherwise final judgment.” Id

. Fraud un der T.R. 60(B)(3) encompasses actual and c onstructive fraud. Wheatcraft v. Wheatcraft , 825 N.E.2d 23, 30 (Ind. Ct. App. 2005), trans. denied

. Constructive fraud arises by operation of law from a course of conduct, which, if sanctioned by law, would secu re an unconscionable advantage, irrespective of the actual intent to defraud. In re Bender , 844 N.E.2d 170, 182 (Ind. Ct. App. 2006), trans. denied

.17

A plaintiff alleging the existence of constructive fraud has the burden of proving the existence of a dut y owing by the party to be charged to the complaining party due to their relationship, and the gaining of an advantage by the party to be charged with fraud. Id

. In other words, “the plaintiff must prove a fiduciary or fiduciary

- like relationship to
esta blish constructive fraud.” Cash in a Flash, Inc. v. McCullough , 853 N.E.2d 533, 538 (Ind. Ct. App. 2006). A presumption of fraud arises once the plaintiff establishes the existence of a fiduciary relationship. Bender , 844 at 182

. The burden then shifts to the defendant to prove at least one of the following by clear and unequivocal proof: (1) that he or she made no deceptive material misrepresentations of past or existing facts or did not remain silent when a duty to speak existed; (2) that the complai ning party did not rely on any such misrepresentation or silence; or (3) no injury proximately resulted from the misrepresentation or silence. Id

. B. Limited Partnership Fiduciary Duty The Indiana Revised Uniform L imited Partnership Act (IR UL PA ), I.C. § 23

- 16

- 1

- 1, et seq
. , governs Indiana limited liability partnerships. Under the I RLUPA , a limited partnership consists of two or more persons in a partnership where one or more persons are general partners and one or more persons are limited partners. I. C

. § 23

- 16

- 1

- 9. With certain exceptions, general partners of limited partnerships possess the rights, powers, and obligations of a partner in a partnership without limited partner s. I.C. § 23

- 16

- 5

- 3(a)

. Under common law, general partners owe each other and the partnership fiduciary duties until final termination of the partnership. Russ v. Bleeke , 914 N.E.2d 1, 11 (Ind.18

Ct. App. 2009). Th is fiduciary relationship between partners requires each partner to exercise good faith and fair dealing in partner ship transactions and toward co

- partners. Id . Th is relationship between partners prohibits a partner from taking any personal advantage touching the business aspects or property rights of the partnership. Id

. Under I.C. § 23

- 4

- 1

- 23, made applicable to limited partnerships by I.C. § 23

- 16

- 12

- 3, “each partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, con duct, or liquidation of the partnership or from an y use by him of its property.” The trial court concluded that Thomas, Robert, and Herbert , as general partners of RDC , breached their fiduciary duties to all par tners by obtaining a dismissal of the dissolu tion proceedings without the consent of Appellees

. In particular, t he trial court concluded that the June 22, 2001 Order established Thomas and Robert ’s liability to RDC as a result of a breach of their fiduciary duties and self

- dealing involving the tran sactions underlying the interest claim. Further, H&H, a company in which Herbert, along with Thomas, Robert, and Timothy, was a shareholder and director, was also found to be liable to RDC. The S tipulation filed by Appellants under T.R. 41(A)(1)(B) sough t to dismiss RDC’s dissoluti on proceedings , resulting in the underlying dismissal of the breach of fiduciary duty claims against Thomas, Robert, and Herbert. While the limited partners from Helen’s side of the Rueth family signed the stipulation, no signa tures from Harold’s line of the family appear , with the exception of Thomas and his children

. Consequently,19

t here is little doubt that a dismissal of the interest claim would benefit Thomas, Robert, and Herbert personally because regardless of the amount of damages, they w ould be relieved from further conte sting these claims

. 2 Therefore , we find that the trial court did not err in finding that Thomas, Robert, and Herbert improperly sought dismissal without obtaining the consent of all RDC partners.
Beca use Appellees established that the dismissal by Thomas, Robert, and Herbert constituted a breach of a fiduciary duty, the burden shifted to the se individuals to unequivocally show that no duty to speak or misrepresentation existed , that Appellees did
not r ely on such duty or misrepresentation , or that no injury proximately resulted from the dismissal

. We agree with the trial court that Appellants did not meet their burden. Appellants sought only to contest the val idity of the findings contained in the Jun e 22, 2001 Order , 3 which t he trial court found no need to revisit. We find no error here because the merits of the June 22, 2001 Order are not relevant ; rather it is whether Thomas, Robert, and Herbert, by successfully procuring dismissal under these circ umstances, acted fairly t oward the partnership and the other partners. Apart from th i s

2 Appellants protest their inability to chall enge the validity of the June 22, 2001 Order at the T.R. 60(B) hearings. We fin d it unnecessary to address this contention because of the requirement that only a prima facie showing of a meritorious defense is required under T.R. 60(B). Smith v. Johnston , 711 N.E.2d 1259, 1265 (Ind. 1999).

3 Appellants also argue that there was no evidence to suggest that Appellants’ stipulation of dismissal was made to avoid personal liability on the interest claim. Specifically, Appellants assert that the only eviden ce on the extent of Thomas, Robert, and Herbert’s liability under the June 22, 2001 Order consisted of testimony from Harold’s former attorney. We find that this argument misses the point. Under T.R. 60(B), only a prima facie showing, i.e. , “one that wil l prevail until contradicted and overcome by other evidence, of a meritorious defense is required. ” Smith , 711 N.E.2d at 1265. We find that the June 22, 2001 sufficed in this regard.20

contention , Appellants did not contest that Appellees d etrimentally relied upon , or that an injury would proximately result from , the dismissal. In light of the foregoi ng, we find that the trial court did not err in concluding that Appellants’ stipulated request for dismissal of this case without the consent of all the partners constituted constructive fraud. W e therefore conclude that the trial court did not abuse its discretion by granting Appellees relief from the October 2 , 2008 Order under T.R. 60(B)(3). 4
III

. Relief Granted Appellants also challenge the trial court’s grant of relief, characterizing it as “unlawful and unworkable.” (Appellants’ T.R. 60(B) Br. p. 38). After setting aside the dismissal, the trial court ordered that Hal be added to the action as a general partner, limited partner , and representative of Harold’s estate, and that the other Appellees be added as limited partners, whether individually o r as representatives of Harold’s estate

. The trial court further ordered that these additional parties :

4 Appellants also challenged Appellees’ T.R. 60(B) motion as fraudulen tly made and therefore had fraudulently procured our opinion in Rueth I given the trial court’s findings that Thomas, Robert, and Herbert were general partners and that Appellees were aware of such status. Appellants also contend that rewarding Appellees relief from judgment under such circumstances contravenes fundamental maxims of equity. We note that although the trial court found Appellees’ claims unfounded, it did not deem them fraudulent ly made . The trial court may grant and we may affirm a T.R. 60 (B) motion “upon a ground not argued by the proponent if the court concludes that such is consistent with the duty of a court of equity to do justice.” State ex rel. Huppert , 637 N.E.2d at 153

- 54. We therefore disagree with Appellants that the trial cour t’s order of hearings on the motion and our holding in Rueth I restricted the trial court from granting relief upon other grounds. Simply because one ground failed does not mean that Appellees’ alternate grounds were precluded from consideration.21

may pursue the litigation as a derivative action against [Appellants] for and on behalf of RDC, to require an accou n ting by [Appellants], and to pursu e dissolution as to the interest of [Appellants] as a result of their wrongful conduct pursuant to Indiana Statute. ( Appellants’ 60 (B) App. p. 83). A. Judicial Dissolution Appellants dispute that the trial court possessed jurisdiction over RDC’s affairs because a majority of RDC’s general partners were in agreement following Harold’s death , thereby eliminating any deadlock that would have formed the basis of the trial court’s statutory authorization to conduct a judicial dissolution of RDC

. I .C. § 23

- 16

- 9

- 2
governs the judicial dissolution of limited partnerships. In rele vant part, the statute provides as follows: O n application by or for a partner, the circuit or superior court of the county in which the office of the limited partnership [...] is located may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement. Harold, as one of two then general partner s of RDC , filed his Application for RDC’s judicial d issolution , winding up , a s well as an accounting

. Relying upon the statutory language in I.C. § 23

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- 2 , Count I alleged that “irreconcilable differences regarding the conduct of RDC’s business and the furtherance of the purposes for which it was formed , render[ed] it impracticable to carry on RDC business in conformity with the Partnership Agreement. ” ( Appellants’ 60 (B) App. p. 88). Harold later filed the Amended Application which particularly alleged breaches of fiduciary duty by Helen, Thomas, Robe rt, Herbert, and Timothy

.22

Although the deaths of Harold and Helen along with the succession of Thomas, Robert, and Herbert eli minated management deadlock as between RDC’s general partners , we cannot agree that the phrase “not reasonably practicable to carr y on the business in conformity with the partnership agreement” is limited solely to management deadlock

. I.C. § 23

- 4

- 1

- 32, made applicable to limited partnerships by I.C. § 23

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- 3 , provides that the trial court must decree dissolution if “[a] partner willfully or persistently commits a breach of the partnership agreement, or otherwise acts in matters relating to the partnership business so that it is not reasonably practicable to carry on the business in partnership with that partner. ” I.C. § 23

- 4

- 1

- 32(1)(d). Thus, a breach of fiduciary duty may also make it impracticable to carry on th e business of the partnership. Further more , although I.C. § 23

- 1 6

- 9

- 2 is not specific as to who may seek judicial dissolution, a limited partner may impliedly do so s ince another provision of the IRULPA specif ies that

a limited partner does not forfeit his or her limited liability by proposing the “ dissolution and winding up of the limited partnership. ” I.C. § 23

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- 4

- 3(b)(6)(A). In light of the foregoing, w e see no reason why Hal , either as general or limited partner of RDC , or even th e other limited partners from Harold’s side, could not continue RDC’s judicial dissolution proceedings . Consequently, we reject Appellants ’ arguments that the trial court has no juris diction over RDC’s a ffairs under I.C. § 23

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- 2

. W e
note , however, that the trial court added Hal, along with two other Appellees in their capacity as executors of Harold’s estate , to the dissolution action . Harold’s estate is not a limited partner bec ause Harold’s partnership interest passed upon his death to the Harold23

G. Rueth R esidua ry T rust. As a result, we reverse the trial court’s addition of Harold’s estate as a party to the dissolution proceedings

. 5
B. Derivative Action Appellants also con test the trial court’s determination that Appellees be permitted to continue these proceedings as a derivative action under I.C. § 23

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- 1. Appellees’ T.R.60 (B) motion requested the trial court to permit them to pursue breach of fiduciary duty claims against Appellants in a derivative action based upon their contention that Harold pursued such claims on their behalf. The trial court concluded that Harold had previously championed rights on Appellees’ behalf and ordered the matter “reinstated in order that [Appellees] can continue claims that were filed in this case by [Harold] prior to his death.” (Appellants’ 60(B) App. p. 83). However, because Appellees’ claims do not satisfy the statutory requirements for a limited partnership derivative action an d because the claims asserted by Harold in the Amended Application were brought in the context of winding up RDC’s affairs and his demand for an accounting, the trial court’s grant of relief is clearly erroneous. 1. I nd. Code § 23

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- 1

5 App ellants also contest the trial court’s conclusion that Appellees were not afforded sufficient time to affect a party substitution following Harold’s death, some 32 days before Appellants filed their stipulation of dismissal. We note that while T.R. 25(A) and (D) do not specify a time limit, the federal counterpart requires that substitution occur within 90 days. See Fed. R. Civ. P. 25(a)(1). We therefore find no error with the trial court’s conclusion that Appellees were not afforded sufficient opportuni ty to effect a party substitution under T.R. 25.24

I.C. ch. 23

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- 1 1, governs derivative actions by limited partners. I.C. § 23

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- 1 provides that “a limited partner may bring an action in the right of a limited partnership to recover a judgment in favor of the limited partnership.” The limited partner must satisfy c ertain conditions precedent: the limited partner must show that the “general partners with authority to bring such action have refused to bring the action;” or that “efforts to cause those general partners to bring the action is not likely to succeed.” I d

. Such limited partner must also be a partner at the time of the complained of transaction. I.C. § 23

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- 2. Further, the limited partner must affirmatively plead the foregoing conditions precedent when bringing a derivative action. I.C. § 23

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- 3. Should the limited partner prevail, the court may award attorney fees and reasonable expenses, and in certain cases direct the limited partnership to pay part or all of the award to the prevailing limited partner. See I.C. § 23

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- 4. Here, the tr ial court’s grant of relief did not comply with statutory requirements for a derivative action. Hal, as an RDC general partner, is excluded under I.C. § 23

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- 1 from bringing a derivative action because the statute only permits limited partners to do s o . However, this is not the end of the analysis since I.C. § 23

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- 1 2

- 3 provides that for matters not addressed under the IRULPA, the provisions of I.C. § 23

- 4

- 1

- 1, et seq
. , the Indiana Uniform Partnership Act (IUPA), control. There is no provision in th e IUPA permitting a minority general partner (Hal) to bring a derivative claim against the majority general partners (Thomas, Robert, and Herbert). To the contrary , I.C. § 23

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- 1

- 15(5) states that “[a] partner in a limited liability partnership is not a p roper party to a25

proceeding by or against the limited liability partnership, the object of which is to recover any debts, obligations, or liabilities of, or chargeable to, the partnership, unless the partner is personally liable.” Thus, Harold, in his cap acity as a general partner, could not bring a derivative action under I.C. § 23

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- 1. Appellees, in their capacity as RDC’s limited partners, are also precluded from bringing a derivative action under these circumstances since I.C. § 23

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- 3
contem plates a separate cause of action for limited partner derivative claims. Aggrieved limited partners must meet certain pleading requirements before proceeding with a derivative action. Because the trial court’s grant of relief essentially dispensed with t his requirement, we conclude that the trial court erred.

2. Claims Asserted in the Amended Application To the extent that the trial court concluded that Harold’s claims were derivative in nature, this was also an error because the Amended Application co ntains no allegations suggesting that Harold brought these claims as a derivative action under I.C. § 23

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- 1. The Application, filed by Harold, sought RDC’s dissolution, winding up of its affairs, and a demand for an accounting. In Count II, Harold s ought a court appointment as liquidating trustee under I.C. § 23

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- 3 to prosecute claims on behalf of RDC. Count III of the Application sought an accounting based upon the allegation that “[s]eve ral of the general and limited partners of RDC have recei ved benefits from transactions connected with RDC [involving] transactions between RDC and [H&H], a corporation owned by some of the partners of RDC.” (Appellants’ 60(B) App. p. 90). The Amended26

Application added a new Count IV which alleged particular b reaches of fiduciary duty by Helen, Thomas, Robert, and Herbert. Such breaches were alleged by Harold to be “contrary to the interest of RDC, its general and limited partners, and particularly to [Harold] and the limited partners he represents. ” (Appelle es’ 60(B) App. pp. 21

- 22). Although purporting to bring claims on behalf of RDC, himself, and limited partners from his line of the family, Harold’s claims were asserted in the context of RDC’s dissolution and are thus, in essence, claims brought during the winding up of RDC’s affairs and those for an accounting. See Dulles Corner Properties II Ltd. Partnership v. Smith , 431 S.E.2d 309, 311 (Va. 1993). Dissolution of the partnership refers to “the change in relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.” I.C. §23

- 4

- 1

- 29. Winding up or liquidation refers to “ the process by which the business affairs of the partnership are brought to an end .” 17 Paul J. Gal anti, I ND
. P RAC
. B USINESS O RGANIZATIONS § 6.13 (1991 ). Specifically, I.C. § 23

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- 3(b) provides that [u] pon the dissolution of a limited partnership, the persons winding up the affairs of a limited partnership may, in the name of the limited partnershi p and for and on behalf of the limited partnership, prosecute and defend civil, criminal, and administrative proceedings, settle an d close the limited partnership’ s business, dispose of and convey the limited partnership’ s property, di scharge the limited p artnership’ s liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners. Further, an accounting is the traditional remedy “for a wrong done to a partner by another pa rtner in connection with the affairs of the partnership.” 17 I ND
. P RAC
.27

B USINESS O RGANIZATIONS § 4.15. Under I.C. § 23

- 4

- 1

- 22, “[a]ny partner shall have the right to a formal account as to partnership affairs.” This right accrues “against the winding

- up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution , in absence of any agreement to the contrary.” I.C. §
23

- 4

- 1

- 43. Yet, under Indiana law, “one partner cannot sue another to recover profi ts or to recover his share of the partnership assets where the partnership is unsettled.” Ruse , 914 N.E.2d at 8 n.3. Further, “ the proper action to recover profits or losses based on partnershi p business is to sue in equity for an accounting and for a re covery of whatever may be found due upon a settlem ent of the partnership affairs.” Butler v. Forker , 221 N.E.2d 570, 605 (Ind. Ct. App. 1966). Despite the language in the Amended Application indicating that Harold sought recovery for breaches of fiducia ry duty, Harold was at all times a general partner of RDC. Relying on I.C. § 23

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- 2, Harold sought to be appointed liquidating trustee and in that
context be able to assert claims on behalf of RDC. Thus, i t is clear that he was merely asserting his ri ght to an accounting and would be prosecuting claims against H&H and Thomas, Robert, and Herbert within the context of winding up RDC’s affairs. Accordingly, we conclude that the trial court abused its discretion by permitting Appellees to continue the d issolution proceedings as a derivative action under I.C. § 23

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- 1 because the statutory requirements for a derivative action have not been met and because the nature of claims asserted by Harold were those brought within the context of winding up RDC’s affairs and an action for an accounting. At the same time, this does28

not mean that Hal and the other Appellees are left without a remedy, since we have already concluded that they may participate in the proceedings for RDC’s judicial dissolution, winding up, and assert their right to an accounting.
V

. Preliminary Injunction Appellants also appeal the trial court’s November 16, 2011 Order enjoining capital distributions without the consent of all general partners and mandating that if RDC pays Appellants ’ attorney fees , it must also pay Appellees’ attorney fees in an equal amount. Specifically, Appellants claim that Appellees’ motion for a temporary restraining order (TRO) and preliminary injunction failed to comply with procedural pre re quisites. Additi onally, Appellants assert that the trial court’s November 16, 2011 Order was substantively and procedurally flawed under T.R. 65 because Appellees did not establis h grounds warranting an injunction , the trial court issued the injunction without findings of fact under T.R. 52(A) , and did so without ordering Appellees to furnish security. Preliminary injunctions are generally used to preserve the status quo as it existed before a controversy, pending a full determination on the merits of the dispute. Stof fel v. Daniels , 908 N.E.2d 1260, 1272 (Ind. Ct. App. 2009). The issuance of a preliminary injunction is a matter which lies within the discretion of the trial court

. Avemco Ins. Co. v. State ex rel. McCarty , 812 N.E.2d 1 08, 117 (Ind. Ct. A pp. 2004). To obtain a preliminary injunction, the moving party has the burden of showing by a preponderance of the evidence the following: (1) a reasonable likelihood of success at trial; (2) the remedies at law are inadequate; (3) the threatened injury to the movant outweighs the29

potential harm to the nonmoving party from the granting of an injunction; and (4) the public interest would not be disserved by granting the requested injunction. See i d

. at 117

- 18. If the movant fails to prove any of thes e requirements, th e trial court’ s grant of an injunction is an abuse of discretion. Stoffel , 908 N.E.2d at 1272. When determining whether or not to grant a preliminary injunction, under T.R. 52(A) the trial court is required to make special findings of fact and state its c onclusions thereon. Avemco Ins. Co. , 812 N.E.2d at 117

. When findings and conclusions are made, the reviewing court mu st determine if the trial court’ s findings support the judgment. Id

. The judgment will be reversed only when clearly erroneous, i.e. , when the judgment is unsupported by the findings and the conclusions entered on those findings. Id

. Findings of fact are clearly erroneous when the record lacks evidence or reasonable inferences from the evidence to support them. Id

. To determine wheth er the findings or judgment are clearly erroneous, we consider the evidence only in the light most favorable to the judgment. Id

. We also construe the findings liberally in favor of the judgment. Id

. Preliminary injunctions and temporary restraining or ders are governed by T.R. 65, which provides in relevant part: (A) Preliminary injunction. (1) Notice. No preliminary injunction shall be issued without an opportunity for a hearing upon notice to the adverse party. [...] (B) [TRO]

-- Notice

-- Hearing

-- Duratio n. A [TRO] may be granted without written or oral notice to the adverse party or his attorney only if:30 (1) it clearly appears from specific facts shown by affidavit or by the verified complaint that immediate and irreparable injury, loss, or damage will r esult to the applicant before the adverse party or his attorney can be heard in opposition; and (2) the applicant’ s attorney certifies to the court in writing the efforts, if any, which have been made to give notice and the reasons supporting his claim th at notice should not be required. [...] (C) Security. No restraining order or preliminary injunction shall issue except upon the giving of security by the applicant, in such sum as the court deems proper, for the payment of such costs and damages as may be incurred or suffered by any party who is found to have been wrongfully enjoined or restrained. [...]. [...] (D) Form and scope of injunction or restraining order. Every order granting temporary injunction and every restraining order shall include or be accom panied by findings as required by [T.R.] 52; shall be specific in terms; shall describe in reasonable detail, and not by reference to the complaint or other document, the act or acts sought to be restrained; and is binding only upon the parties to the acti on, their officers, agents, servants, employees, and attorneys, and upon those persons in active concert or participation with them who receive actual notice of the order by personal service or otherwise. The November 16, 2011 Order expressly denied Appell ees’ motion, yet ordered injunctive relief. To better understand the nature of the Order and the parties’ contentions, w e first review proceedings prior to issuance of the November 16, 2011 Order

. On November 8, 2011, Appellees filed their verified motio n for a TRO without notice and applicat ion for preliminary injunction. T he trial court conducted a hearing, attended by counsel for both parties, around 10:30 a.m. the same day. Prior to the31

hearing, at 9:01 a.m., Appellees’ counsel emailed correspondenc e to Appellants’ counsel to notify him of their intent to seek injunctive relief based on the sale of the Briar Ridge Country Club. The email apprised Appell ant s’ counsel of the date, time, and court where the motion would be heard. Although Appellees’ c ounsel’s signature page was omitted from the motion, the attached certification attested to his attempts to notify Appellants’ counsel despite urging that notice was not required for a TRO

. Thereafter, Appellees’ counsel signed a CCS entry form showing th e motion filed on November 8, 2011, providing his name and contact information , and including a certificate of service on Appellants’ counsel

. Both sides appeared at the hearing and presented arguments to the trial court. Appellees sought to enjoin App ellants from any distribution of the Briar Ridge Country Club sales proceeds and for the sales proceeds to be paid into court . Appellees believed that in light of the June 22, 2001 Order findi ng Thomas, Robert, and H&H liable to RDC , Thomas, Robert, Herbe rt, as general partners, might dissipate RDC’s assets through capital distributions . However, Appellees’ counsel could not specify when the sale proceeds would be paid to RDC and Appellants’ counsel pointed out that litigation over the sale was pending be fore another court. As a result, the trial court disagreed with Appellees that they would suffer irreparable harm if the TRO or preliminary injunction were not granted, concluding that Appellees could seek monetary damages for any impropriety made by Thom as, Robert, or Herbert.32

However, Appellants’ counsel offered the following resolution to the dispute in open court: [APPELLANTS’ COUNSEL]: We’ve offered [Appellees’ counsel] an agreement, and I would rather not put it o[n] record, but I don’t mind tell ing the [c]ourt. We will agree not to make any distributions. We have made substantial distributions in the past, and they’re all by agreement. No one said, no, I don’t want the money; no, you shouldn’t take; no, you shouldn’t be distributing these fund s. [...] [APPELLANTS’ COUNSEL]: We would propose that if no dist rib ution is to be made in the future unless all four of them agree to it. [TRIAL COURT]: That’s what I would be likely to say. [APPELLANTS’ COUNSEL]: There’s no problem with that. Distri butions

-- (Injunction Transcript pp. 16

- 17). The parties also argued whether RDC may pay attorney fees for Appellants’ counsel. Appellees’ counsel argued that f ollowing the trial court’s October 2, 2008 Order for dismissal, RDC paid Appellants’ attorn ey fees yet refused to pay Appellees’ legal fees. In light of the June 22, 2001 Order and the trial court’s April 6, 2011 Order reinstituting dissolution proceedings, Appelle e s requested that no additiona l attorney fees related to RDC’s dissolution be pai d from RDC’s funds. The trial court noted that Helen and Harold had agreed that attorney fees for both sides be paid by RDC. However, it also found that RDC needed to pay attorney fees to prosecute its litigation involving the Briar Ridge Country Club sa le. As a result, the trial court ordered that no attorney fees be paid33

to Appellants’ counsel without an equal amount paid to Appellees’ counsel as they pertain to the dissolution action.
W e cannot agree that the trial court abused its discretion in is suing the November 16, 2011 Order. Appellees sought a TRO a ccompanied by an applicati on for a preliminary injunction. A fter determining that Appellees had not established grounds entitling them to a TRO, the trial court denied the motion except as specif ically ordered

. Regarding notice, w hile Appellees’ counsel’s notice to Appellants’ counsel approximately one hour before the hearing is not commendable, Appellants in fact received notice and appeared at the hearing. See Harlan Bakeries, Inc. v. Muncy , 8 35 N.E.2d 1018, 1039

- 40 (Ind. Ct. App. 2005)

. Further , whatever procedural irregularities exist ed regarding Appellees’ failure to file a certificate or omission of the signature page , these did not rise to the level of prejudicial error given both partie s ’ attendance at the hearing and the fact that such procedural irregularities were not asserted during the hearing

. See Teperich v. North Judson

- San Pierre High School Bldg. Corp. , 275 N.E.2d 814, 817 (Ind. 1971), cert. denied , 407 U.S. 921 (1972). Also, a failure to require the post ing of a security bond pursuant to Trial Rule 65(C) is an insufficient reason to void an injunction. Pickett v. Pelican Serv. Assocs. , 481 N.E.2d 1113, 1120 (Ind. Ct. App. 1985), trans. denied

. In essence, Appellants were n ot prejudiced by the trial court ’s grant of the preliminary injunction in this case. T he hearing transcripts reflect that Appellants actually proposed th e relief granted by the trial court, i.e. , that no further distributions be34

made without all partners’ consent. F ollowing the trial court’s ruling, the trial court ordered both parties to prepare proposed order s for the trial court’s adoption and Appellants’ version w as adopted virtually verbatim in the November 16, 2011 Order

. Thus, b y stipulating to th e relief granted in the preliminary injunction, Appellants are estopped from claiming that it was improperly granted. See Hay v. Baumgartner , 903 N.E.2d 1044, 1049 (Ind. Ct. App. 2009). Furthermore, we characterize that portion of the November 16, 2011 Order addressing attorney fees as an interim Order reinstituting the trial court’s e arlier order on attorney fees

. While Appellants challenge the trial cour t’s findings regarding attorney fees as insufficient, they do not address whether Appellees establi shed a prima facie case regarding attorney fees. See Avemco Ins. Co. , 812 N.E.2d at 118. In any event, the se findings are sufficient under T.R. 52(A). Consequently, we find that the trial court did not abuse its discretion by granting the preliminary in junction. 6
CONCLUSION Based upon the foregoing, we conclude that (1) the trial court did not abuse its discretion by granting Appellees relief und er T.R. 60(B); (2) th e trial court abused its discretion in allowing Appellees to pursue their claims as a derivative action; and (3) the trial court did not abuse its discretion by granting a preliminary injunction on capital distributions and payment of attorney fees.

6 The remainder of Appellants’ arguments represent a second attempt to contest the merits of the trial court’s April 6, 2011 Order vacating the dismissal of RDC’s dissolution action. As we have already ad dressed these matters, we will not address them in the context of the injunction.35

Affirmed in part, reversed in part , and remand ed with instructions to the trial court
to continue dissolution proceedings

. NAJAM, J. and DARDEN, S. J. concur