### MEMORANDUM DECISION Pursuant to Ind. Appellate Rule 65(D), this Memorandum Decision shall not be regarded as precedent or cited before any court except for the purpose of establishing the defense of res judicata, collateral estoppel, or the law of the case.

A TTORNEY S FOR A PPELLANT R. Scott Lewis David A. Lewis Jeffersonville, Indiana A TTORNEY S FOR A PPELLEE Mark E. Miller Bowers Harrison LLP Evansville, Indiana C. Gregory Fifer Applegate Fifer Pulliam LLC Jeffersonville, Indiana



### IN THE 

# COURT OF APPEALS OF INDIANA

City of Jeffersonville, Indiana , and City of Jeffersonville Sanitary Sewer Board, Appellant s -

Defendant s

,

v. 

### Environmental Management Corporation , Appellee

- Plaintiff September 21, 2016 Court of Appeals Ca se No. 10A01

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- 1967 Appeal from the Clark Circuit Court The Honorable Vicki L. Carmichael, Judge Trial Co urt Cause No. 10C04

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Crone , Judge
.

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### Case Summary

[1] This is the third appeal brought by the City of Jeffersonville (“Jeffersonville”) and the City of Jeffersonville Sanitary Sewer Board (“Sewer Board”) (collectively “the City”) from the trial court’s award of attorney’s fees in favor of Environmental Management Corporation (“EMC”)

. This Court has twi ce reversed the trial court’s fee award and remanded for re determinatio n and recalculation of recoverable attorney’s fees. See C ity of Jeffersonville v. Envtl. Mgmt. Corp

. , 954 N.E.2d 1000 (Ind. Ct. App. 2011) , and City of Jeffersonville v. Envtl. Mgmt. C orp. , No. 10A01

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- 485, 2013 WL 2716135 (June 12, 2013), trans. denied (“ EMC I ” and “ EMC II ” respectively). The City again appeals arguing that the trial court abus ed its discretion yet a third time in determining and calculating the attorney’s fees incurred and recoverable by
EMC as a result of its contempt claim against the City

. Finding no abuse of discretion, we affirm. 

### Facts and Procedural History

[2] The relevant facts and procedural history as recited in the most recent memorandum decision by another panel of this Court in EMC II follow:
On May 1, 2004, Jeffersonville through the Sewer Board entered into a contract (the Contract) with EMC for the operation an d maintenance of Jeffersonville’ s sewer system. EMC was obligated to operate and mai ntain the sewer system in accord with state, federal and other requirements. The Contract contained a notice and cure provision giving both parties the right to terminate “in the event of a material breach or

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- 1967 | S e p t e m b e r 2 1 , 2 0 1 6 Page 2 of 15unsatisfactory performance of a material obliga ti on” upon 90 days’ prior notice. [ EMC I , 954 N.E.2d at 1004. ]
On April 15, 2008, the Sewer Board held a public meeting where Mayor Thomas Galligan of Jeffersonville (Mayor Galligan) discussed his concerns with EMC’ s performance. Although not recorded in t he meeting minutes, the Sewer Board instructed its attorney to first send written notice to EMC regarding its deficient operation and maintenance of the sewer treatment system and then to send a notice terminating the Contract if “EMC had not correc ted the issues within 90 days.” Id . at 1005. On April 18, 2008, the attorney sent EMC a letter requesting detailed operational documentation, inspection or investigation results, and records “including lists of equipment and equipment maintenance, a history of w ork perfo rmed, and customer complaints.” Id

. However, the letter did not indicate that the City intended to terminate the Contract if the performance issues
wer e not corrected within 90 days. EMC later informed Jeff ersonville that the Sewer Board’ s Apri l 18 letter “requested documentation that exceeded EMC's production o bligations under the Contract.” Id

. In its August 7, 2008 letter, the City notified EMC that they were terminating the Contract because EMC had failed to provid e records requested by th e City’ s April 18 letter and had failed to correct the operational deficiencies previously identified at the April 15 meeting. EMC later responded that the City still had not provided EMC with written notice of a specific material breach or unsatisfactory performance as contractually required prior to termination.
On August 18, 2008, EMC filed its complaint for declaratory judgment, breach of contract, and specific performance, as well as a motion for preliminary injunction and expedited hearing. On August 22, 2008, the t rial court approved the parties’ agreed entry and order (Agreed Entry) vacating and resetting the preliminary injunction hearing. Under the Agreed Entry, the parties agreed to maintain the status quo until a ruling on EMC's

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- 1967 | S e p t e m b e r 2 1 , 2 0 1 6 Page 3 of 15preliminary injun ction motion, and that the City w ould neither interfere with EMC’ s access to the sewer facilities, nor hire EMC employees pending the ruling on the preliminary injunction. On September 12, 2008, the matter was referred to mediation. On September 23, 2008, the City filed its answer, a counterclaim again st EMC, and its response to EMC’ s preliminary injunction req uest. The City’ s counterclaim included fraudulent inducement and damages resulting from EMC’ s acts or omissions. On October 17, 2008, in a separate cause of action, EMC filed a complaint against the City, alleging a violation of Indiana’ s Open Door Law. On October 23, 2008, EMC filed its motion to dismiss the City’ s counterclaim in the breach of contract action, which was later denied.
On December 1, 2008, Mayor Galligan, accompanied by two police officers, arrived at the sewer plant “and took over its operations, declaring that EMC could no longer have access to the [p ]lant or the treatment system.” Id . at 1007. That same day, EMC filed “a verified information for contempt, a motion to enjoin further violation of the Agreed Entry, and a motion for an emergency hea ring thereon against the City.” Id

. On December 3, 2008, the City fil ed its v erified response to EMC’ s contempt motion. In addition to denying that it violated the Agreed Entry, the City made a counter

- motion for contempt against EMC, alleging that EMC had violated alternative dispute resolution rules by filing a notice of tort cla im and a second Open Door Law complaint against the City subsequent to the Agreed Entry.
Thereafter, both parties moved for summary judgment, which the trial court denied on February 24, 2009. The tr ial court also consolidated EMC’ s four claims

— two Open Do or claims, b reach of contract, and the City’s contempt

— as well as the City’ s counterclaim for trial. A lengthy bench trial ensued, stretching over three separate trial periods in June, July and December 2009. On April 12, 2010, the trial court entered judg ment in favor of EMC on all four of its claims and the City’ s counterclaim,

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- 1967 | S e p t e m b e r 2 1 , 2 0 1 6 Page 4 of 15awarded damages to EMC, and ordered the City to pay EMC’ s attorney fees and costs. In addition to post

- judgment interest, the trial court awarded EMC its lost profits of $268,560.3 9 from operation of the sewer plant and attorney fees and costs in the amount of $315,554.04.
The City appealed raising six issues of alleged trial court error including EMC’ s breach of contract, Open Door Law, and contempt cl aims as well as the trial cour t’ s aw ard of attorney fees and costs. Id . at 1003. We affirmed in part , reversed in part and remanded. Id . at 1016

- 17. Regarding the breach of contract issue, we found that the City's “April 18 letter did not provide EMC with written notice that the Ci ty intended to terminate the Contract,” and did not “ allege inadequate performance.” Id . at 1008

- [0] 9. This court therefore concluded that “the trial court did not err in concluding that the City b reached its contract with EMC.” Id . at 1009. Regarding th e Open Door Law Claims, we concluded that EMC waived its claims by failing to timely file them. Id . at 1011. Regarding the contem pt action, we rejected the City’ s argument “that it did not violate the Agreed Entry because EMC violated it first.” Id . at 10 12. Because “the City has not disputed that it violated the Agreed Entry,” we held that “the trial court did not abuse its discretion in finding the City in contempt of the Agreed Entry.” Id

.

W e next reviewed the trial court’ s award of $315,554.04 in atto rney fees and costs to EMC. The City argued that this award was an abuse of discretion because it was awarded “without regard to whether the [attorney] fees were incurred in relation to the Open Door Complaints, the contempt of the Agreed Entry, or the bre ach of contract Complaint.” Id

. We concluded that the trial court had abused its discretion and remanded “to the trial court with instructions that the trial court modify its award of [attorney] fees and costs to EMC to include only the amount of [attorney] fees EMC incurred as a result of its contempt

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- 1967 | S e p t e m b e r 2 1 , 2 0 1 6 Page 5 of 15com plaint and costs reflecting EMC’ s losses for filing fe es and statutory witness fees.” Id . at 1017.
On July 26, 2012, the trial court held a hearing on attorney fees. EMC introduced affidavits and time sheets from five of its attorneys at the law firms of Applegate Fifer Pulliam LLC [(“AFP”)] and Bowers Harrison LLP [(“ Bowers Harrison”)]

. Two of the attorneys’ affidavits con tained the following statements:

3. In order for EMC to prove that the City ’ s actions
on December 1, 2008 violated the Agreed Order, EMC had to prove at trial that the City had violated the terms of the Agreed Order, and that the City had no contractual authority to physically remove EMC wit hout prior notice from the City’ s [wast ewater] treatment and collection facilities. 4. Due to the City’s defenses to EMC’ s claim that the City violated the Agreed Order, EMC had to prove at trial that the City had no contractual authority to physically remove EMC wit hout prior notice from the City’ s wastewater treatment and collection facilities in order for EMC to prove that the City’ s action on the [sic] December 1, 2008 violated the Agreed Order.

5. Due to th e City’s defenses to EMC’ s claim that the City violated the Agreed Order, EMC had t o prove at trial that the City had no contractual authority to take its actions on December 1, 2008, and that E MC had been damaged by the City’ s violation of the Agreed Order.

Affidavits from EMC’ s three other attorneys contained substantially similar alle gations. As a result, each attorney
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- 1967 | S e p t e m b e r 2 1 , 2 0 1 6 Page 6 of 15requested fees that a dmittedly pertained to both EMC’ s contempt and breach of contract claims.
On September 26, 2012, the trial court issued its Findings of Fact, Conclusions of Law, and Judgment awarding EMC’ s attorney fees. The trial court found that EMC filed “its Complaint for Declaratory Judgment, Breach of Contract, and Specific Performance and its Plaintiff's Motion for Preliminary Injunction and Exped ited Hearing;” that the parties’ Agreed Entry required maintenan ce of the status quo; and that EMC requested that the City be found in contempt of the Agreed O rder. However, the tri al court found that “[t]he City’ s actions made it necessary for EMC to prove that it had the right to operate the facilities, that the Cit y lacked the authority to interfere with EMC’ s rights, and that EMC was dama ged.” The trial court also found that the Contract terminated on April 30, 2010 and “but for the City’ s vio lation of the Agreed Order, EMC’ s right to operate the facilities would h ave remained unimpaired through the contract terminat ion date.” The trial court further c oncluded that to prove the City’ s contempt, EMC had to not only prove the City’ s violation of the Agreed Order but because the City asserted its contractual authority as a defense to the contempt claim, EMC “had to prove that the City had no contractual authority to physically remove EMC wit hout prior notice from the City’ s wastewater treatment and collection facilit ies.” The trial court also concluded that “[s]olely du e to the contemptuous acts of the Defendants, EMC was required to provide its lost profit damages at the trial of this case.”
The trial court calculated attorney fees from December 1, 2008 to February 23, 2010 as “$170,754.54 to the firm of [Bowers Harriso n ], and [attorney] fees of $76, 195.50 to the firm of [AFP ] [ ... ], for a total of $246,95 0.04.” The trial court then deducted fees in t he amount of $19,644.91 for EMC’ s Open Door Law claims during the same period. It awarded EMC attorney fees of

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- judgment interest of eight percent, resulting in a total award of $269,004.47.

EMC II , s lip op. at *1

- 4 (some alterations added) (record citations omitted)

.

[3] The City appealed, arguing that the trial court improperly awar ded attorney’s fees for legal services unrelated to EMC’s contempt claim. A second panel of this Court again reversed the trial court’s award of attorney’ s fees to EMC. Specifically, the Court held,
[T] he trial court abused its discretion by not specific ally apportioning the attorney fees so as to impose fees only for the contempt claim. Although the trial court excluded attorney fees incurred either as a result of the unsuccessful Open Door Law claims or after trial had concluded, it again awarded “blank et compensation” to include fees incurred i n the breach of contract claim. We th erefore reverse the trial court’ s award of attorney fees to EMC, and remand for a determination as to the amount of attorney fees incurred solely for the prosecution of the
co ntempt claim.

Id

. at *6 (citation omitted)

.

[4] The trial court held remand hearings in April and July 2015. After considering extensive evidence and testimony, and conducting a “careful analysis of the time slips of Bowers Harrison’s attorneys and the time s lips of AFP’s attorneys, as well as the trial transcript, the post

- trial briefs and opinion, and the first appellate briefs and opinion , ” the trial court entered detailed findings of fact and conclusions thereon awarding EMC $191,472.7 4 in a ttorney’s fees plus post

- judgment interest of $82,128.69 . Appellant s ’ App. at 10

- 36. The City now

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necessary.


### Discussion and Decision

[5] The sole issue presented for our revie w is whether the trial court abused its discretion in determining and calculating the amount of attorn ey’s fees recoverable by EMC as a result of its contempt claim against the City

. We be g in by reiterating our well

- settled standard of review:

We revie w an award of attorney ’s fees keeping in mind that a trial court is afforded broad discretion in awarding attorney’s fees and expenses. In light of that standard, we will only reverse a trial court’s decision when an abuse of discretion is apparent. A trial court has abused its discretion when its decision is clearly against the logic and effect of the facts and circumstances before it.

EMC I , 954 N.E.2d at 1012

- 13 (citations omitted). On appeal, we neither reweigh the evidence nor judge the credibility of witnesses

. In re Paternity of
Pickett , 44 N.E.3d 756, 771 (Ind. Ct. App. 2015). We presume the trial court properly exercised its discretion in making its award and we will reverse only when “there is no evidence to support the award.” Witt v. Jay Petroleum, Inc

. , 964 N.E.2d 198, 205 (Ind. 2012 ).

[6] Additionally , at the City’s request, the trial court entered findings of fact and conclusions thereon pu rsuant to Indiana Trial Rule 52

. Again, our standard of review is well settled.

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- 1967 | S e p t e m b e r 2 1 , 2 0 1 6 Page 9 of 15First, we determine whether the e vidence supports the findings and second, 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, but consider only the evidence favorable to the trial court’ s judgment. Challengers must establish that the trial cou rt’ s findings are clearly erroneous. Findings are clearly erroneous when a review of the reco rd leaves us firmly convinced
a mistake has been made.
Estate of Kappel v. Kappel, 979 N.E.2d 642, 651

- 52 (Ind. Ct. App. 2012) ( citations and quotation marks omitted).

[7] We observe that once a party is found in contempt, the trial court has the inherent authority to compensate the aggrieved party for losses and damages resulting from another’s contemptuous actions. EMC I , 954 N.E.2d at 1013. This compensation can include an award of att orney’s fees. Id . However , an award of attorney ’s fees is “ appropriately limited to those fees incurred because of the basis underlying the award.” Nance v. Miami Sand & Gravel, LLC , 825 N.E.2d 826, 838 (Ind. Ct. App. 2005), trans. denied

. The party requesting an assessment of attorney ’s fees bears the burden of proving an appropriate allocation of fees between issues for which attorney ’s fees may be assessed and those for which they may not. Id

. “ ‘ While a perfect breakdown is neither realistic nor expected, a reasonable, good faith effort is anticipated. ’ ” Id. (quoting Shell Oil Co. v. Meyer, 684 N.E.2d 504, 5 25 (Ind. Ct. App. 1997), aff'd in relevant part, 705 N.E.2d 962, 981 (Ind. 1998)). Moreover, “[t]he trial judge possesses personal expertise that he or she may use when determining

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- 1967 | S e p t e m b e r 2 1 , 2 0 1 6 Page 10 of 15reasonable attorney’s fees.” Weiss v. Harper , 803 N.E.2d 201, 208 (Ind. Ct. App. 2003).

[8] In determining which attorney’s fees were incurred as a result of the City’s contempt and therefore recoverable by EMC , the tr ial court divided the time slips for EMC’s attorneys into three groups: (1) time slips relating to EMC’s claims for breach of contract, Open Door Law violations against the City, and the City’s breach of contract claims and constructive fraud claims; (2) t ime slips relating solely to the complaint for contempt; and (3) time slips relating to a combination of contempt and other legal issues. Appellants ’ App. at 13. The parties agree with one another, and with the trial court, that no fees are recoverable f rom the first group of time slips and that all the fees are recoverable from the second group of time slips

. Regarding the third group of time slips, the trial court det ermined that a percentage of those fees were incurr ed based on the City’s contempt and thus were recoverable by EM C . It is the trial court’s decision to award these fees that the City now challenges.

[9] In considering the third group of time slips, the trial court found in relevant part,
13. A percentage of th e third group of Bowers Harrison and [ AFP ] time slips relating to a combination of contempt and other legal issues are included in the calculation of EMC’s attorney’s fees ... because precisely extricating just the contempt from these time slips requires an apportionment of the fees. These percentages are based off of a careful ana lysis of the trial transcripts [and] post

- trial briefs [] and represent the percentage of documents that directly relate solely to EMC’s complaint for

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- 1967 | S e p t e m b e r 2 1 , 2 0 1 6 Page 11 of 15contempt for each respective p hase of the case. Recognizing the extent of the impracticality of requiring EMC and its attorneys to extricate and apportion fractions of each individual time slip as relating solely to the complaint for contempt (the time slips for which date back as lon g as seven years prior), this Court finds that the application of these percentages to the third group of time slips represents the most accurate and practical allocation of the attorney fees directly relat ing solely to the prosecution of EMC’s complaint f or contempt. The Court finds that the allocated percentages of the documents directly relating solely to the complaint for contempt for each phase of the case is representative of the percentage of time EMC’s attorney’s [sic] spent working directly relati ng solely to the contempt issues, and therefore the application of these percentages to the attorney’s fees related to the time slips with combined legal issues for each respective phase accurately apportions EMC’s attorney’s fees related directly related solely to the prosecution of the complaint for contempt.

Id . at 14.

[10] In determining the applicable percentages, the trial cour t analyzed the trial transcript and post

- trial briefs, searching for eight “key terms” identified by EMC as terms solely related to its contempt claim. 1 Based upon its analysis , the trial court concluded that seventy

- eight percent of the transcript pages directly related to EMC’s contempt claim , and therefore seventy

- eigh t percent of the fees incurred during the pretrial and trial period were recoverable. Similarly, the court concluded that thirty

- two percent of the post

- trial briefing

1 Those key terms were: contempt, Agreed Order, Consent Decree, December 1st, Hydrogen Sulfide, Damages, Environmental Protection Agency, and EPA. Appellants’ App. at 15.
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- two percent of the fees incurred during the post

- trial period were recoverable. Based upon these calculations , th e trial court awarded EMC $191, 472.74 in attorney’s fees.

[11] The City does not specifically challenge the trial court’s findings in this regard , but argues that the trial court abu sed its discretion in awarding EMC any

amoun t of fees from the third group of time slips and points to one sentence from EMC II which states , “ We th erefore reverse the trial court’ s award of attorney fees to EMC, and remand for a determination as to the amount of attorney fees incurred solely for the prosecution of the contempt claim. ” EMC II , slip op. at *6

. The City focuses on the word “solely” i n that sentence and complai ns that EMC proved that it incurred only $18,968 of attorney’s fees “solely” for the contempt claim becau se the time sli ps for those fee entries were the only ones that were specifically delineated with the term “contempt

. ” Appellant s ’ Br. at 7. Thus, the City argues, the trial court abused its discretion
in awarding EMC any attorney’s fees other than those in the second group of time slips that were specifically delineated

.

[12] However , a single sentence or single word should not be taken out of context and read in isolation to lead to as restrictive of a result as the City suggests. Indeed, t he City wholly ignores the spe cific holding of EMC I in which the Court stated that , “We remand to the trial court with instructions that the trial court modify its award of attorney’s fees to reflect only the amount EMC incurred in relation to its contempt Complaint.” EMC I , 954 N.E.2d at 1013

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- 1967 | S e p t e m b e r 2 1 , 2 0 1 6 Page 13 of 15(emphasis added). T his holding is consistent with the discussion in the body of
EMC II , which provided that an award of attorney’s fees should be limited to fees incurred “as a result of ” the contempt .” EMC II , slip op. at *4

. Contr ary to the Ci ty’s assertions, the holdings in the prior appeals in this matter did not deprive the trial court of its considerable discretion to award any and all attorney’s fees incurred by EMC in relation to and as a resul t of the contempt claim. T he trial co urt was specifically directed to calculate the amount of attorney’s fees incurred by EMC as a result of the contempt claim but to refrain from awarding EMC “blanket compensation” to include fees incurred as a result of the breach of contract claim

. EMC I , 954 N.E.2d at 1013; EMC II , slip op. at * 6. The trial court followed that directive by carefully analyzing the voluminous record to determine an accurate apportionment of EMC’s attorney’s fees from this third group of time slips between its c on tempt clai m and its other claims for which attorney’ s fees are not recoverable. The trial court’s extensive and detailed findings and conclusion s reflect it s thorough and thoughtful examination of the record. We commend the trial court for undertaking this daunting task

.

[13] The City maintains that the “key term s ” methodology proffered by EMC and applied by the trial court in determi ning the apportionment of attorney’ s fees

was arbitrary and unreasonable. However, recognizing the “impracticality” of extricating and apportioning fractions of each individual time slip as relating to the contempt, the trial court concluded in its considerable discretion that , under the specific circumstances presented in this complex litigation, application of

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- 1967 | S e p t e m b e r 2 1 , 2 0 1 6 Page 14 of 15the key terms methodo logy to determine what percentages of the attorney’ s fees

were directly related to the contempt represented “the most accurat e and practical” way to apportion fees. Appellant s ’ App. at 14. W e will not second

guess this determination. T he trial court sat through the evidence and the testimony and therefore possesses unique knowledge of the case and has personal expertise that places her in the best position to determin e reasonable attorney’s fees. See Witt , 964 N.E.2d at 203 (observing considerable trial court discretion in both determining whether to find a party in contempt and in apportioning amount of attorney’s fees as sanction for contempt ). Moreover , EMC was n ot required to submit an exact breakdown of its attorney’s fees, and we think that its submission of detailed affidavits explaining the use of the key terms methodology constitute d a reasonab le, good

- faith effort to aid the trial court in properly allocating its attorney’s fees between issues for which attorney ’s fees may be assessed and tho se for which they may not

. We cannot say that the trial judge ’s decision to apply this methodology in combination with her observing the trial was clearly against the logic and effect of the facts and circumstances before it.

[14] Based on the foregoing, we co nclude that trial court did not abuse its discretion in determining and calculating the amount of att orney’s fees recoverable by EMC. The judgment of the trial court is affirmed in all respects.

[15] Affirmed.

Kirsch, J., and May, J., concur.

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