Court of Appeals of Indiana | Opinion 19A-PL-2866 | July 16, 2020 Page 1 of 26

ATTORNEYS FOR APPELLANT

Gregg S. Gordon

Indianapolis, Indiana

James A. Nickloy

Noblesville, Indiana

ATTORNEY FOR APPELLEE

Casey D. Cloyd

Indianapolis, Indiana

IN THE

COURT OF APPEALS OF INDIANA

Lee Johnson, 

Appellant-Plaintiff,

v.

Hassan Shanehsaz,

Appellee-Defendant.

July 16, 2020

Court of Appeals Case No.

19A-PL-2866

Appeal from the Hamilton 

Superior Court

The Honorable David K. Najjar, 

Judge

Trial Court Cause No.

29D05-1703-PL-2890

Altice, Judge.
Court of Appeals of Indiana | Opinion 19A-PL-2866 | July 16, 2020 Page 2 of 26

Case Summary

[1] Lee Johnson appeals the trial court’s grant of summary judgment in favor of 

Hassan Shanehsaz, claiming that a general release that was executed in an 

action for unpaid wages did not release her instant claim against Shanehsaz for 

defamation. Johnson further contends that the trial court’s award of attorneys’ 

fees to Shanehsaz must be reversed because much of those fees were unrelated 

to the instant litigation. Shanehsaz cross appeals, claiming that the trial court 

erred in denying his request for lost profits from a failed business venture that 

Johnson had allegedly caused.

[2] We affirm in part, reverse in part, and remand with instructions that the trial 

court reduce the judgment for attorneys’ fees by the amount that Shanehsaz

incurred for matters wholly unrelated to this cause. 

Facts and Procedural History

[3] Johnson worked for Shanehsaz, the sole owner of the Hamilton County 

Convention Center, LLC (Convention Center), in 2010-11. Johnson solicited 

customers who were interested in renting space for various events in exchange 

for commissions from Shanehsaz. At some point, Johnson claimed that 

Shanehsaz had failed to pay her more than $10,000 in wages that were owed. 

Johnson resigned and filed suit against the Convention Center, Shanehsaz, and 

three other entities that Shanehsaz owned for the unpaid wages.
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[4] The matter proceeded to trial on November 1, 2013, and judgment was 

subsequently entered for Johnson in the amount of $15,408.60 in actual 

damages, $30,817.20 in liquidated damages, and $25,000 in attorneys’ fees. 

This court affirmed the judgment in an unpublished memorandum decision on 

August 18, 2016. Hamilton Cty. Convention Ctr., LLC v. Johnson, No. 29A05-

1509-PL-1525 (Ind. Ct. App. Aug. 18, 2016). 

[5] While the unpaid wage action was pending, Shanehsaz’s brother, Ali, filed suit 

against Johnson in Federal Court on April 28, 2016, alleging that Johnson had 

stolen several Iranian notes that he had entrusted to Shanehsaz. Ali alleged 

that Johnson had stolen the notes when she left the Convention Center 

premises in November 2011, but that Shanehsaz had not learned that the notes 

were missing until April 2015.

[6] Following our affirmance of the trial court’s judgment in the unpaid wage 

action, Johnson, Shanehsaz, and the other parties to that action entered into a 

settlement agreement (Agreement) on August 22, 2016, that provides in 

relevant part: 

6. The Parties do each hereby forever release and discharge the 

other, and their respective spouses, affiliates, successors, agents, 

employees, officers, directors, members, representatives, 

attorneys and assigns and all other persons, firms or corporations 

(including, without limitation, any parent, subsidiary or affiliated 

companies, and their respective officers, directors, employees, 

members and shareholders), none of whom admit any liability 

and all of whom dispute any liability, from any and all manner of 

actions, causes of action, suits, accounts, contracts, debts, claims 

and demands whatsoever, at law or in equity, arising out of 
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claims that that were asserted, or could have been asserted in the 

Lawsuit by any of the Parties. The Parties acknowledge and 

agree that the execution and performance of this Settlement 

Agreement containing this mutual release and the stipulation of 

dismissal are made to compromise a disputed claim, and for the 

purpose of terminating dispute and litigation between the Parties 

and to avoid the costs, expenses and uncertainties of litigation. 

This Settlement Agreement and mutual release is not intended to 

and does not constitute an admission of liability. But, this release 

shall have no effect upon conduct in connection with or based 

upon a federal lawsuit known as Shanehsaz v. Johnson, currently 

pending in the U.S. District Court for the Southern District of 

Indiana. . . (hereinafter the “Federal Lawsuit”).[1]

Appellant’s Appendix Vol. II at 59 (emphases added).

[7] Pursuant to the terms of the Agreement, Shanehsaz paid Johnson $50,000 plus 

the balance on a secured promissory note, and attorneys’ fees and costs. 

Paragraph twelve of the Agreement allows for the recovery of attorneys’ fees by 

a prevailing party in litigation arising from its enforcement. 

[8] During the time that Shanehsaz was paying the amounts due under the 

Agreement, he engaged in discussions with Jacquie Bols about starting a new 

restaurant venture. Shanehsaz’s businesses had used Jacquie’s Café & Gourmet 

Catering, a local catering firm, to provide food and beverages at various 

functions that Shanehsaz’s businesses had staged. These events were held at 

1

 Ali’s federal claim was dismissed on April 13, 2017. 
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one of Shanehsaz’s banquet facilities in downtown Noblesville. Bols and 

Shanehsaz agreed that they would share the profits from the restaurant equally. 

[9] Over the next few years, Bols conducted demographic studies in Hamilton 

County about the prospect of opening a new restaurant. Shanehsaz and Bols 

also toured one of the local restaurants to learn the layout of the kitchen and its 

operating procedures. Shanehsaz claimed that he had commissioned plans with 

an architect, engineer, and designer for redeveloping space in the facility for the 

new restaurant. The plan for the restaurant included revenue and profit 

forecasts. Bols predicted that the restaurant, which was designed to seat 400 

patrons, would normally operate at a 60% capacity. She anticipated that the 

restaurant would gross $3 million to $4 million annually, and generate net 

profits from $600,000 to $800,000 per year. 

[10] On March 24, 2017, Johnson filed a complaint against Shanehsaz, alleging 

defamation and intentional infliction of emotional distress for being wrongfully 

accused of stealing the aforementioned Iranian notes. Johnson claimed that 

Shanehsaz’s communication to Ali and statements made to law enforcement 

officials in April of 2015 accusing her of theft were defamatory per se. 

Shanehsaz denied the allegations and defended the action on the grounds that

the Agreement “was a release of all of [Johnson’s] claims against [him], 

including all of those asserted in her Complaint.” Appendix Vol. II at 50.

Shanehsaz also asserted a counterclaim against Johnson and sought damages, 

costs, and attorneys’ fees for breaching the Agreement in bringing the 

defamation action against him. Shanehsaz alleged that he suffered damages 
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from the publication of “sensitive information related to terms of the parties’ 

settlement the parties had expressly agreed were confidential.” Appellant’s 

Appendix at 22. Shanehsaz’s request for damages included an amount for lost 

profits from the restaurant venture with Bols that ultimately collapsed.

[11] The evidence showed that Bols was aware of the current defamation litigation 

between Shanehsaz and Johnson, and she knew that the parties had settled the 

unpaid wage litigation. Bols became concerned about the effect that the current 

defamation litigation would have on the restaurant venture. Bols eventually 

terminated any future planning on the project because she feared that she might 

be brought into the present litigation. 

[12] On October 20, 2017, Johnson filed a motion for summary judgment, asserting 

that she was entitled to judgment as a matter of law because the Agreement did 

not release her defamation claim against Shanehsaz and she did not breach the 

Agreement by pursuing that action. More specifically, Johnson alleged that 

only the claims that were asserted or that could have been asserted in the 

unpaid wage lawsuit were released. 

[13] Shanehsaz responded that the Agreement was unambiguous and barred 

Johnson’s defamation claims. Hence, Shanehsaz maintained that summary 

judgment should be entered in his favor, including costs and attorneys’ fees

because Johnson breached the Agreement by pursuing the barred claim. 

Shanehsaz argued in the alternative that there was a genuine issue of material 

fact that precluded summary judgment for Johnson. 
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[14] Following a hearing, the trial court entered summary judgment for Shanehsaz, 

concluding that “the Settlement Agreement in the prior lawsuit is clear and 

unambiguous in its terms,” and the claims that Johnson brought in the 

defamation action were barred. Appellant’s Appendix at 22. The trial court also 

determined that there was no issue of material fact regarding Shanehsaz’s 

counterclaim and entered judgment in his favor. 

[15] The matter proceeded to a damages hearing on October 3, 2019, where the trial 

court found that Shanehsaz had expended $27,981 in attorneys’ fees throughout 

the litigation for Johnson’s breach of the Agreement and pursuing his 

counterclaim. A portion of that sum—$2,340—was incurred as a result of 

Shanehsaz’s involvement as a deponent and as a prospective litigant in Ali’s 

federal claim against Johnson. Other amounts related to his summary 

judgment response and discovery matters. The uncontested evidence showed, 

however, that approximately 1.8 hours of counsel’s time that was billed to 

Shanehsaz was incurred for matters not related to the instant litigation, 

including mortgage payments and securing funds owed under the Agreement. 

[16] The trial court awarded Shanehsaz $27,981 in attorneys’ fees, but it declined 

Shanehsaz’s request for damages for alleged lost profits from the failed

restaurant venture with Bols. Johnson now appeals, and Shanehsaz crossappeals, claiming that the trial court erred in denying his request for damages 

from the collapsed restaurant venture.

I. Standard of Review—Summary Judgment
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[17] When reviewing the grant or denial of a motion for summary judgment, our 

standard of review is the same as it is for the trial court. Reed v. Reid, 980 

N.E.2d 277, 285 (Ind. 2012). The moving party bears the initial burden of 

making a prima facie showing that there are no genuine issues of material fact 

and that it is entitled to judgment as a matter of law. Gill v. Evansville Sheet 

Metal Works, Inc., 970 N.E.2d 633, 637 (Ind. 2012). A fact is material if its 

resolution would affect the outcome of the case, and an issue is genuine “if a 

trier of fact is required to resolve the parties’ differing accounts of the truth, or if 

the undisputed material facts support conflicting reasonable inferences.” 

Williams v. Tharp, 914 N.E.2d 756, 761 (Ind. 2009). 

[18] Summary judgment is improper if the movant fails to carry its burden, but if it 

succeeds, then the nonmoving party must come forward with evidence 

establishing the existence of a genuine issue of material fact. Id. In determining 

whether summary judgment is proper, we consider only the evidentiary matter 

the parties have specifically designated to the trial court. See Ind. Trial R. 56(C), 

(H). We construe all factual inferences in the non-moving party’s favor and 

resolve all doubts as to the existence of a material issue against the moving 

party. Kroger Co. v. Plonski, 930 N.E.2d 1, 4 (Ind. 2010). The fact that the 

parties have filed cross-motions for summary judgment does not alter our 

standard of review, as we consider each motion separately to determine 

whether the moving party is entitled to judgment as a matter of law. Hardy v. 

Hardy, 963 N.E.2d 470, 473 (Ind. 2012). 

II. Johnson’s Claims
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A. The Agreement

[19] Johnson argues that the trial court erred in determining that the Agreement 

barred her claim for defamation and intentional infliction of emotional distress

against Shanehsaz as a matter of law. Johnson asserts that although the 

Agreement provided for a general release of claims that were or could have 

been asserted in the unpaid wage action, it nonetheless “preserved certain 

claims that would otherwise be subject to the general release.” Appellant’s Brief 

at 7. Johnson argues that the trial court improperly “re-wrote the parties’ 

contract” that effectively rendered a portion of the Agreement meaningless. Id. 

[20] We initially observe that the interpretation and construction of contract 

provisions are questions of law and are reviewed de novo. Panther Brands, LLC v. 

Indy Racing League, LLC, 126 N.E.3d 898, 904 (Ind. Ct. App. 2019), trans. 

denied. The goal of contract interpretation is to determine the parties’ intent 

when they made a contract. Celadon Trucking 81205., Inc. v. Wilmoth, 70 N.E.3d 

833, 839 (Ind. Ct. App. 2017), trans. denied. This court 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. It is presumed that all provisions were 

included for a purpose and when a contract contains general and specific 

provisions relating to the same subject, the specific provision controls. Ryan v. 

Lawyers Title Ins. Corp., 959 N.E.2d 870, 875 (Ind. Ct. App. 2011). Settlement 

agreements and releases are contracts and are subject to the same rules of 
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interpretation. Dulworth v. Bermudez, 97 N.E.3d 272, 278 (Ind. Ct. App. 2018); 

State v. Booher, 935 N.E.2d 274, 278 (Ind. Ct. App. 2010). Finally, we note that 

construction of a written contract is generally a question of law for which 

summary judgment is particularly appropriate. Kordick v. Merchants Nat’l Bank 

& Trust Co., 496 N.E.2d 119, 125 (Ind. Ct. App. 1986). 

[21] In this case, the designated evidence established that Shanehsaz’s alleged 

defamatory statements that he made to Ali and local law enforcement officials 

about Johnson occurred sometime in April 2015. Ali initiated his federal action 

nearly a year later, and the parties executed the Agreement on August 22, 2016. 

[22] When Johnson executed the Agreement, she was aware of the facts that might 

have supported the defamation and emotional distress claims against 

Shanehsaz. Hence, she could have added those counts against Shanehsaz when 

she amended her complaint or at other times before the Agreement was 

executed. Moreover, had Johnson desired to preserve those claims in the 

Agreement, she could have expressly done so. 

[23] Also, while Johnson urges that the last sentence in paragraph six of the 

Agreement quoted above, i.e., that the release “has no effect upon conduct in 

connection with or based upon [the] federal lawsuit,” did not bar the 

defamation and emotional distress claims, there is no evidence establishing that 

the alleged defamatory statement amounted to “conduct” in the 2016 federal 

action. That lawsuit did not even exist when the alleged defamation occurred. 
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[24] Additionally, while Johnson asserts that the words in the Agreement stating,

“in connection with or based upon a federal lawsuit,” must be read to 

encompass acts or omissions prior to the initiation of the federal suit, that 

interpretation effectively destroys the language pertaining to the release of 

claims. Rather, a harmonious reading of the Agreement is that both the “in 

connection with” or “based upon” phrases set forth in the Agreement 

anticipates the existence of the federal litigation that is referenced. Construing 

those phrases in the abstract to preserve claims such as Shanehsaz’s alleged 

defamatory statements that he made prior to the commencement of the federal 

litigation would simply not afford those words their plain, ordinary meanings

when read in context with the federal action. That said, we agree with the trial 

court that the unambiguous language of the Agreement served as a general 

release of claims by Johnson and Shanehsaz against one another. In other 

words, the Agreement reserved only those claims that arose after the federal 

action commenced in 2016. Therefore, the claims that were released under the 

Agreement included the 2015 defamation and emotional distress allegations

against Shanehsaz. As a result, we conclude that the trial court properly 

entered summary judgment for Shanehsaz.2

2 Although the dissent maintains that it is without dispute that the alleged defamatory statements constituted 

conduct in connection with the federal lawsuit, we must conclude that the “in connection with or based 

upon” the federal lawsuit language in the Agreement cannot be read to encompass acts or omissions prior to 

the commencement of the federal litigation. The harmonious reading of the Agreement is that the language 

therein contemplates the existence of the referenced federal lawsuit. Put another way, to read those phrases 

independently to include the alleged 2015 defamation would not give those words their plain and ordinary 

meanings in their connection to the federal litigation.
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B. Attorneys’ Fees

[25] Johnson claims that the trial court erred in awarding $27,981 in attorneys’ fees 

to Shanehsaz because the amount included nearly forty hours allegedly billed 

for items such as unnecessary discovery and Shanehsaz’s unsuccessful claim for 

lost profits from the failed business venture. Thus, Johnson contends that the

judgment for attorneys’ fees must be vacated. 

[26] Because the trial court entered findings of fact and conclusions of law following 

the damages hearing, we apply a two-tiered standard of review: 

[W]e first determine whether the evidence supports the findings; 

we then determine whether the findings support the judgment. 

In deference to the trial court’s proximity to the issues, we disturb 

the judgment only where there is no evidence supporting the 

findings or the findings fail to support the judgment. We do not 

reweigh the evidence, and we consider only the evidence 

favorable to the trial court’s judgment. We also will not reassess 

witness credibility. The party appealing the trial court’s 

judgment must establish that the findings are clearly erroneous. 

Findings are clearly erroneous when a review of the record leaves 

us firmly convinced that a mistake has been made. We do not 

defer to conclusions of law, which are evaluated de novo.
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New Nello Operating Co. v. LLC CompressAir, 142 N.E.3d 508, 511-12 (Ind. Ct. 

App. 2020)(quoting Koch Dev. Corp. v. Koch, 996 N.E.2d 358, 369 (Ind. Ct. App. 

2013), trans. denied (citations and internal quotation marks omitted)).

[27] In this case, the trial court entered the following findings and conclusions that 

pertained to the attorneys’ fee award:

33. Shanehsaz incurred attorneys’ fees in fighting Johnson’s 

attempt to make him a party in Shanehsaz’ brother’s federal 

litigation against Johnson, which attempt Johnson eventually 

abandoned.

34. Shanehsaz incurred $25,581.00 in billed, paid attorneys’ fees 

in the federal litigation and more significantly defending 

Johnson’s defamation claim in this litigation and prosecuting his 

counterclaim against her for breach of the parties’ settlement 

agreement. Shanehsaz offered his Exhibit C, which were 

redacted copies of time records from Shanehsaz’s attorneys. 

Upon Shanehsaz offering to submit unredacted copies to

Johnson’s attorneys, the objection was withdrawn, with the 

understanding that Johnson could offer further objections in her 

post-trial brief, if she believed certain time entries were improper.

35. Shanehsaz’s attorney Casey D. Cloyd incurred trial 

preparation fees not yet billed to Shanehsaz at the time of trial of 

$2,400.00.

36. In her Post-Trial Brief, Johnson objected to Shanehsaz’s 

attorney fees for time incurred as to the federal lawsuit between 

Johnson and Shanehsaz’s brother, Shanehsaz’s own performance 

under the settlement agreement, discovery between the parties as 

to the meaning of terms and conditions of the agreement, and 
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Shanehsaz’s claims for lost profits as to the restaurant venture he 

planned with Bols.

37. Shanehsaz argues that the time spent by his attorneys 

working on the federal lawsuit were for the same reasons 

Shanehsaz defended this lawsuit and as such, those fees are 

properly included here. He also argued that his fees for engaging 

in discovery as to the meaning of terms and conditions of the 

agreement were reasonable as it was directed to the summary 

judgment motion in this case. Finally, he argues that his fees in 

pursuing his damages claim is reasonable and should be 

included.

38. The Court, having reviewed [the exhibits] and the post-trial 

briefs of both parties, finds that the fees claimed by Shanehsaz 

are reasonable and appropriate in defending this lawsuit, 

defending against Johnson’s breach of the Settlement Agreement,

and in pursuing his claims for damages.

39. The attorneys’ fees Shanehsaz incurred from [his attorneys]

were reasonable as to hourly rate for attorneys of their experience 

and skill in Central Indiana and the aggregate amount of such 

fees is reasonable for the nature of this litigation and for the 

results obtained.

. . .

Conclusions of Law

2. As previously decided, Johnson breached the parties’ 2016 

settlement agreement by bringing her defamation action.

3. Shanehsaz incurred damages from Johnson’s breach, in the 

form of the attorney fees and costs related to his defense of 
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litigation in this case and in a federal lawsuit involving Johnson 

and Shanehsaz’s brother. . . . 

4. The harm that Shanehsaz suffered, by being subjected to a 

barred claim, is the kind of harm that was reasonably foreseeable 

when the parties negotiated their 2016 settlement agreement 

which included a broad general release of all then-existing 

claims, one of which was Johnson’s defamation claim.

6. Shanehsaz incurred attorneys’ fees to defend himself from 

Johnson’s claim barred by the settlement agreement, which 

started with her attempt to join him into the unrelated federal 

litigation, but which were principally incurred by defending and

prosecuting this litigation. . . . The Court finds that the claimed

fees are legitimate expenses necessary to defend this action as 

well as protect Shanehsaz’s rights from Johnson’s breach of the 

settlement agreement.

7. The attorneys’ fees Shanehsaz incurred, $27,981.00, are a 

reasonable amount of attorneys’ fees given the skill of 

Shanehsaz’s lawyers, those lawyers’ experience, the prevailing 

rates for such litigation work here in Central Indiana and the

complexity of the matter.

Appellant’s Appendix at 30-32.

[28] Indiana trial courts have broad discretion in assessing attorney fees. Husainy v. 

Granite Management, LLC, 132 N.E.3d 486, 497 (Ind. Ct. App. 2019). An award 

of attorney fees, even pursuant to a contract, must be reasonable. Stewart v. TT 

Commercial One, LLC, 911 N.E.2d 51, 58 (Ind. Ct. App. 2009), trans. denied. If 

there is a basis for an award of attorneys’ fees, that award by the trial court is 

reviewed for an abuse of discretion. Patricia Ann Brown, C.P.A. v. Brown, 776 
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N.E.2d 394, 397 (Ind. Ct. App. 2002), trans. denied. Reversal of a trial court’s 

award of attorneys’ fees is warranted “if the award is clearly against the logic 

and effect of the facts and circumstances before the court.” Benaugh v. Garner, 

876 N.E.2d 344, 347 (Ind. Ct. App. 2007), trans. denied. We also note that when 

a lawsuit consists of related claims, a plaintiff who has won substantial relief 

should not have his attorneys’ fee reduced simply because the court did not 

adopt each contention raised. Barker v. City of W. Lafayette, 894 N.E.2d 1004, 

1010 (Ind. Ct. App. 2008), trans. denied. 

[29] In this case, Paragraph 12 of the Agreement provides that 

12. In the event of a dispute concerning a perceived violation of 

the rights or responsibilities of a party to this agreement which 

results in a lawsuit, the prevailing party in such a lawsuit shall be 

entitled to recover from the party failing to fully perform 

thereunder all costs, expenses and reasonable attorney fees 

incurred by such prevailing party.

Appellant’s Appendix Vol. II at 61.

[30] Shanehsaz’s billing statements set forth the time that was billed, and Johnson’s 

counsel does not contest the reasonableness of the charges with respect to the 

hourly rate, skills, and experience of the attorneys. Rather, Johnson challenges 

the amount of time that Shanehsaz’s attorneys incurred in the instant litigation 

and the results that were ultimately obtained.

[31] Johnson contends that the trial court erred in awarding Shanehsaz $2,430 in 

attorneys’ fees because those amounts were incurred prior to the 
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commencement of the instant litigation. Shanehsaz’s counsel testified that he 

became aware in late 2016 that Johnson was attempting to join Shanehsaz in 

Ali’s federal court litigation against Johnson. Hence, counsel attended 

Shanehsaz’s December 2016 deposition in that case, and he assisted in the 

response to join Shanehsaz as a party.

3

[32] The fees that Shanehsaz incurred in Ali’s federal case were for substantially the 

same reason he defended Johnson’s defamation claim. Johnson had released 

Shanehsaz for claims that preceded the Agreement and targeting Shanehsaz in 

the federal case would be a breach of the Agreement. Hence, Shanehsaz was 

entitled to compensation from Johnson for the expenses that he incurred in that 

action. As a result, the trial court did not err in awarding Shanehsaz $2430 in 

attorneys’ fees for that breach. 

[33] Johnson also appears to contend that any attorneys’ fees that Shanehsaz 

incurred regarding Johnson’s breach of the Agreement that did not directly 

support the trial court’s judgment were not recoverable. To be sure, Shanehsaz

presented his argument in the alternative: either the Agreement barred 

Johnson’s defamation claim as a matter of law, or the designated evidence 

demonstrated that there was a genuine issue of material fact. Even though the 

trial court determined that the Agreement was unambiguous and granted his 

[1] 3 After the brief opposing the joinder of Shanehsaz was filed, Johnson withdrew her motion and the federal 

litigation was ultimately dismissed. 
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motion for summary judgment on this basis, it does not follow that Shanehsaz 

should not be compensated for his attorneys’ fees because he allegedly failed to 

properly raise a genuine issue of material fact. Such a narrow interpretation 

suggests that Shanehsaz wasted his money on attorneys’ fees that were not 

directly related to the trial court’s precise reasons for entering judgment in his 

favor. He did not. 

[34] Shanehsaz successfully defended against Johnson’s defamation claim and he 

prevailed on his counterclaim. Therefore, he is entitled to recover attorneys’ 

fees incurred with respect to the alternate theories that he presented to the trial 

court. See, e.g., Gerstbauer v. Styers, 898 N.E.2d 369, 380 (Ind. Ct. App. 2008)

(holding that because the appellant was successful both in his defense against 

the action and on his counter-claim, he was the “prevailing party . . . and 

entitled to attorneys’ fees incurred both in his defense and on his counterclaim”).

[35] Finally, we note that Shaneshaz’s counsel acknowledged at the damages 

hearing that some of the entries in the billing statements were not related to 

time spent in the instant litigation. Shanehsaz’s counsel explained that several 

of the entries related to fees regarding mortgage payments and securing funds in 

accordance with the Agreement. Those unrelated entries accounted for 1.8 

hours of the 107.7 total hours that Shanehsaz’s counsel had billed. Hence, on 

remand, the trial court is directed to correct the judgment and reduce the 

attorneys’ fee award by the amount that Shanehsaz paid counsel for 1.8 hours 

of time spent on matters that were unrelated to the instant litigation. 
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[36] In sum, but for the 1.8 hours in attorneys’ fees that Shanehsaz incurred on 

matters wholly unrelated to the instant action, the record supports the trial 

court’s award of attorneys’ fees. To hold otherwise would require us to reweigh 

the evidence, which we will not do. 

III. Shanesaz’s Cross Appeal

[37] Shanehsaz argues that the trial court abused its discretion in denying his claim 

for damages that represented lost profits from the failed restaurant venture that 

was allegedly caused by Johnson’s breach of the Agreement. Shanehsaz argues 

that he presented sufficient evidence at the damages hearing to support such an 

award. 

[38] We initially observe that because it was Shanehsaz’s burden to prove his 

damages for Johnson’s breach of contract, he is appealing a negative judgment. 

A party challenging a negative judgment generally must show on appeal that 

the evidence as a whole leads to a decision opposite that reached by the trial 

court. Town of Brownsburg v. Fight Against Brownsburg Annexation, 124 N.E.3d 

597, 601 (Ind. 2019). Hence, we may reverse only when the evidence is 

uncontradicted and leads unerringly to a result different than the trial court 

reached. Walters v. Dean, 497 N.E.2d 247, 255n.2 (Ind. Ct. App.1986). 

[39] The computation of damages for breach of contract is within the sound 

discretion of the trial court, and we will review a damage award for an abuse of 

discretion. City of Jeffersonville v. Envtl. Mgmt. Corp., 954 N.E.2d 1000, 1015 

(Ind. Ct. App. 2011), trans. denied. A damage award in a breach of contract 
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action must reference some fairly-defined standard such as cost of repair, 

market value, and loss of profits. Otter Creek Trading Co., Inc. v. PCM Enviro 

PTY, Ltd., 60 N.E.3d 217, 229 (Ind. Ct. App. 2016), trans. denied. A loss of net 

profits may be recovered as consequential damages, providing the amount can 

be estimated with a relative degree of certainty and exactness. Berkel & Co. 

Contractors, Inc. v. Palm & Assocs., 814 N.E.2d 649, 659 (Ind. Ct. App. 2004). 

The factfinder may not award damages on the mere basis of conjecture or 

speculation. L.H. Controls, Inc. v. Custom Conveyor, Inc., 974 N.E.2d 1031, 1043 

(Ind. Ct. App. 2012); Noble Roman’s Inc. v. Ward, 760 N.E.2d 1132, 1140 (Ind. 

Ct. App. 2002).

[40] In this case, the trial court entered the following findings of fact and conclusions 

of law in denying Shanehsaz’s request for damages relating to the alleged lost 

profits: 

22. Bols and Shanehsaz testified that they continued their 

planning for the opening of [the restaurant] between 2013 and 

2016. Bols testified that the plans for the restaurant did not 

progress beyond the discussion stage, at least on her part. 

Shanehsaz testified that he commissioned plans for turning a part 

of the Model Mill Building into a restaurant and worked with 

and paid architects, engineers and kitchen design engineers to

submit plans to the State of Indiana for permits. No documents 

were submitted into evidence showing these plans or permits, nor 

was any evidence presented as to payments made to architects, 

engineers, or kitchen design engineers.

23. After Bols acquired another restaurant in 2016, which 

included a small vineyard and farm, Bols and Shanehsaz 
Court of Appeals of Indiana | Opinion 19A-PL-2866 | July 16, 2020 Page 21 of 26

revamped the Model Mill Building venture to offer a “farm to 

table” experience as part of the restaurant offering.

24. Although Bols has extensive experience in restaurants and the 

foodservice industry, she does not currently work in a large, 

upscale steak restaurant as was proposed with Shanehsaz.

25. Although Shanehsaz has helped to finance two local 

restaurant ventures, he does not have much experience in the 

food service industry.

26. The City of Noblesville does not currently have any 

restaurants close to the capacity proposed by Shanehsaz and 

Bols. The city of Noblesville does not currently have any upscale 

steak restaurants. Bols testified that the restaurant would be 

similar to a Ruth’s Chris Steakhouse, which the court notes is an 

upscale chain steak restaurant with locations across the United 

States.

27. Bols, whose catering business with Shanehsaz’s company 

began during Johnson’s tenure in 2010-2011, was aware of 

Johnson’s wage claim litigation against Shanehsaz and his 

related businesses and of the August, 2016 settlement agreement

with Johnson settling her claims.

28. Shanehsaz settled Johnson’s wage claim case so that he could 

proceed with the new venture with Bols as soon as possible.

29. Bols learned from Shanehsaz in March or April, 2017 that 

Johnson had initiated this litigation.

30. Bols had insecurity about proceeding with the . . . restaurant

while this litigation with Lee Johnson was pending.
Court of Appeals of Indiana | Opinion 19A-PL-2866 | July 16, 2020 Page 22 of 26

31. Bols subsequently told Shanehsaz that she did not want to go 

forward with finishing the . . . restaurant venture, citing to him 

her insecurity about their restaurant venture being dragged into 

Johnson’s litigation against Shanehsaz similar to what happened 

in the wage claim litigation.

. . .

Conclusions of Law

5. Although Bols’ testimony about . . . the lost net profits of her

venture with Shanehsaz, based on her years as a restauranteur 

and caterer, was not countered by other, different testimony 

about the potential success or failure of such a venture, the Court 

finds that the evidence submitted by Bols and Shanehsaz as to the

potential profits of their restaurant is speculation and conjecture 

and, without more, does not prove with reasonable certainty the 

claimed damages. See Noble Roman’s Inc. v. Ward, 760 N.E.2d 

1132 (Ind. Ct. App. 2002).

Appellant’s Appendix at 28-30, 32-33.

[41] Shanehsaz’s argument on appeal is premised upon the notion that because he 

presented uncontradicted testimony at the hearing, the trial court was obligated 

to award him the amount claimed for lost profits. Shanehsaz’s argument, 

however, ignores what evidence was not offered at the hearing, including 

documents and/or expert testimony establishing that a restaurant of this nature 

was even feasible for its proposed location and whether it would be profitable. 

[42] As the trial court observed, no documentary evidence such as architectural 

plans and designs were offered into evidence and there was no showing that 
Court of Appeals of Indiana | Opinion 19A-PL-2866 | July 16, 2020 Page 23 of 26

building permits had been applied for or issued. Bols testified that nothing 

more than discussions about the venture had occurred, no agreement had been 

reduced to a writing, and virtually no out-of-pocket expenditures had been 

made towards establishing the business. And while Bols was experienced in the 

food industry, she was not working in a large upscale restaurant when she and 

Shanehsaz were discussing plans about the venture. Moreover, Shanehsaz had 

very little experience in the food industry. 

[43] We reject Shanehsaz’s claim that the trial court “ignore[d] . . . competent, 

uncontroverted evidence” when considering his request for damages. CrossAppellant’s Reply Brief at 8. Rather, it is apparent that the trial court considered 

all of the evidence that was offered as set forth in its detailed findings, and it 

noted that the type of evidence that it deemed necessary to prove damages was 

lacking. We decline to reweigh the evidence, and we cannot say that the 

evidence as a whole leads to a decision opposite that reached by the trial court.

Thus, the trial court did not abuse its discretion in denying Shanehsaz’s request 

for damages that related to possible lost profits from the failed restaurant 

venture. 

III. Conclusion

[44] In light of our discussion above, we conclude that the trial court properly 

construed the Agreement and entered summary judgment for Shanehsaz. We 

also conclude that the evidence supported the award of attorneys’ fees for 

Shaneshaz, but for the 1.8 hours of time that was billed for matters wholly 
Court of Appeals of Indiana | Opinion 19A-PL-2866 | July 16, 2020 Page 24 of 26

unrelated to the instant litigation. Finally, we cannot say that the trial court 

abused its discretion in denying Shanehsaz’s request for possible lost profits

from the failed business venture. 

[45] Affirmed in part, reversed in part, and remanded with instructions that the trial 

court correct the judgment and reduce the attorneys’ fee award by the amount 

that Sanchez incurred for matters wholly unrelated to this cause. 

Bailey, J., concurs.

Crone, J., dissents with opinion.
Court of Appeals of Indiana | Opinion 19A-PL-2866 | July 16, 2020 Page 25 of 26

IN THE

COURT OF APPEALS OF INDIANA

Lee Johnson, 

Appellant-Plaintiff,

v.

Hassan Shanehsaz,

Appellee-Defendant.

Court of Appeals Case No.

19A-PL-2866

Crone, Judge, dissenting.

[1] I respectfully dissent. As the majority acknowledges, “when a contract contains 

general and specific provisions relating to the same subject, the specific 

provision controls.” Slip op. at 9 (citing Ryan, 959 N.E.2d at 875). And, 

“whenever possible,” we construe a contract “so as to render every word, 

phrase, and term meaningful, unambiguous, and harmonious with the whole.” 

Id. (quoting Celadon Trucking, 70 N.E.3d at 839).

[2] Paragraph six of the Agreement contains a general provision that mutually 

releases Johnson and Shanehsaz “from any and all manner of actions ... arising 

out of claims that were asserted, or could have been asserted in [Johnson’s 

unpaid wage lawsuit against Shanehsaz] by any of the Parties.” Appellant’s 

App. Vol. 2 at 59. But it also specifically provides that the release “shall have 

no effect upon conduct in connection with or based upon” Ali’s federal lawsuit 
Court of Appeals of Indiana | Opinion 19A-PL-2866 | July 16, 2020 Page 26 of 26

against Johnson for allegedly stealing Iranian promissory notes, which was 

pending when the Agreement was signed. Id. In my view, it cannot reasonably 

be disputed that Shanehsaz’s allegedly defamatory statements to Ali regarding 

Johnson’s alleged theft of the notes constitute “conduct in connection with” the 

federal lawsuit.4

 Consequently, the Agreement’s general release provision does 

not bar Johnson from bringing an action against Shanehsaz for defamation and 

emotional distress based on that conduct. The majority’s contrary holding 

allows the general release provision to trump the specific exception to that 

provision and renders that exception meaningless. Based on my interpretation 

of the Agreement, which harmonizes its provisions and renders every word and 

phrase meaningful, I would reverse the trial court’s rulings in favor of 

Shanehsaz and remand for further proceedings.

4 In concluding otherwise, the majority reads “in connection with” out of the Agreement.