Gerald F. Wagner v. Kevin E. Wagner (mem. dec.), 02A03-1610-PL-2473

Gerald and his son Kevin are partners in apartment partnerships; WDC manages the apartments under USDA Rural Development rules.
Prior litigation produced a settlement Agreement requiring Gerald (a CPA) to prepare partnership tax returns and preserving injunctive relief against Gerald "until the death of Gerald." The court approved and dismissed with those terms.
After settlement, Gerald sent letters to agency and non-parties accusing WDC of misappropriation; the court enjoined such communications and later found Gerald in contempt for renewed letter-writing, imposing a $5,000 sanction.
Kevin and WDC sued in 2014 alleging Gerald breached the Agreement by failing to prepare tax returns and by impermissible communications; Gerald counterclaimed for unpaid tax fees.
After a bench trial the court found Gerald breached the Agreement (including refusal to prepare returns), dismissed defamation/tortious-interference claims, awarded Kevin/WDC attorney fees under a fee-shifting clause, and modified the Agreement to allow Kevin/WDC to hire another accountant.
On appeal the appellate court affirmed the breach finding, vacated the contract modification as an improper equitable remedy, affirmed the reduced attorney-fee award, and remanded to determine entitlement to appellate fees.

Issue	Plaintiff's Argument (Kevin/WDC)	Defendant's Argument (Gerald)	Held
Whether trial court properly modified the Agreement to allow a new accountant after Gerald refused to prepare returns	Modification was an appropriate remedy for Gerald’s breach and to ensure future compliance	Trial court lacked basis to alter bargained-for contractual duties absent fraud, mutual mistake, or other grounds for reformation/rescission	Vacated. Court held modification/rescission of that contract term was an improper equitable remedy here
Whether Kevin/WDC were prevailing parties entitled to contractual attorney fees	They prevailed on the substantial part of the litigation and thus qualify under the Agreement’s Seventh Circuit "prevailing party" standard	Fees should be denied because they only successfully defended Gerald’s counterclaim (Gerald argued prevailing party should be him)	Affirmed that Kevin/WDC were prevailing parties under Seventh Circuit approach; they are entitled to fees
Whether the trial court abused discretion by awarding only one-third of requested fees and whether appellate fees are recoverable	Requested full recovery of reasonable fees incurred; appellate fees should be available under the contract	Trial court properly reduced fees because much ancillary litigation was unsuccessful and generated unnecessary fees	Affirmed the reduction to $26,794.51 as within trial court discretion; remanded to determine entitlement/amount of appellate attorney fees

Yanoff v. Muncy, 688 N.E.2d 1259 (Ind. 1997) (standard for reviewing findings and general judgments)
Quillen v. Quillen, 671 N.E.2d 98 (Ind. 1996) (findings are clearly erroneous only when unsupported by record)
Menard, Inc. v. Dage-MTI, Inc., 726 N.E.2d 1206 (Ind. 2000) (no deference to conclusions of law; standard of review)
Meyer v. Marine Builders, Inc., 797 N.E.2d 760 (Ind. Ct. App. 2003) (reformation/rescission of written contracts permitted only for mutual mistake or fraud/equitable conduct)
New Life Cmty. Church of God v. Adomatis, 672 N.E.2d 433 (Ind. Ct. App. 1996) (rescission not automatic; bases required such as fraud or mutual mistake)
Hall v. Delphi-Deer Creek Twp. Sch. Corp., 189 N.E. 527 (Ind. App. 1934) (breach of contract entitles party to at least nominal damages)
First Commodity Traders, Inc. v. Heinold Commodities, Inc., 766 F.2d 1007 (7th Cir. 1985) (definition of "prevailing party" for fee provisions)
Fischer v. Heymann, 12 N.E.3d 867 (Ind. 2014) (trial court discretion in awarding reasonableness of attorney fees)
Cavallo v. Allied Physicians of Michiana, LLC, 42 N.E.3d 995 (Ind. Ct. App. 2015) (factors for assessing reasonable attorney fees)