Oster v. Baack, 2015 COA 39

Heidi Oster and Horizon sued Judy Baack seeking a declaratory judgment that Baack’s employment was terminated "for cause," which under the Employment Agreement limited Baack to 25% of her ownership interest.
Baack counterclaimed that the termination was for "disability," which would entitle her to 100% of her ownership interest; after bench trial the court ruled for Oster and Horizon and entered judgment against Baack.
Five months later the trial court awarded Oster and Horizon attorney fees and costs under the Employment Agreement's prevailing-party clause; Baack did not separately appeal that award when she appealed the merits judgment.
On appeal (Baack I) a division of this court reversed the Employment Agreement rulings, held Baack was terminated for disability, and remanded for entry of judgment awarding Baack 100% of her interest.
After the mandate, Baack filed a C.R.C.P. 60(b)(4) motion arguing the fees/costs award was a nullity because it rested on the reversed Employment Agreement judgment; the trial court denied relief, citing remand limits, waiver, and an alternative fees basis in the Buy-Sell Agreement.
The division here reversed the trial court: it held the trial court had jurisdiction to hear the Rule 60 motion, Baack was not required to separately appeal the fee award because she sought relief only on the ground that the underlying judgment was reversed, and the Buy-Sell Agreement did not authorize fees because it only applied to arbitration.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether trial court had jurisdiction on remand to consider Baack's C.R.C.P. 60 motion	Baack: trial court regained jurisdiction on mandate and could entertain motions not inconsistent with mandate	Oster/Horizon: remand limited court to mandate; fees issue was waived by not appealing	Court: trial court had jurisdiction; Rule 60 motion did not contravene mandate
Whether Baack needed to separately appeal the post-judgment fees/costs award	Baack: not required because award was dependent on a merits judgment that was reversed; Rule 60(b)(4) available	Oster/Horizon: fees/costs are separately appealable and Baack waived challenge by not appealing	Court: where challenge is solely that award depends on reversed merits judgment, Rule 60(b)(4) relief is available; separate appeal unnecessary
Whether the fee award could be sustained based on Buy-Sell Agreement	N/A (Oster/Horizon argued they could recover under Buy-Sell Agreement)	Oster/Horizon: independent basis for fees in Buy-Sell Agreement	Court: Buy-Sell clause only covers arbitration; does not authorize fees here, so cannot salvage award
Whether appellate fees/costs should be awarded on this appeal	Oster/Horizon sought appellate fees under Buy-Sell; Baack sought them under Employment Agreement	Oster/Horizon: prevailing party on appeal? Baack: prevailing on appeal	Court: Baack is prevailing party on appeal; remands to trial court to determine reasonable appellate fees and costs for Baack

Werth v. Heritage Int'l Holdings, 70 P.3d 627 (Colo. App.) (standard of review for Rule 60(b) motions)
Sinclair Transp. Co. v. Sandberg, 350 P.3d 915 (Colo. App. 2014) (abuse of discretion standard and definition)
Pet Inc. v. Goldberg, 547 P.2d 943 (Colo. App. 1975) (trial court reinvested with jurisdiction on remand)
Dennis I. Spencer Contractor, Inc. v. City of Aurora, 884 P.2d 326 (Colo. 1994) (prevailing party under contract for fee-shifting)
Bainbridge, Inc. v. Douglas Cnty. Bd. of Comm'rs, 55 P.3d 271 (Colo. App. 2002) (fees dependent on reversed judgment become nullities)
Reyher v. State Farm Mut. Auto. Ins. Co., 280 P.3d 64 (Colo. App. 2012) (costs tied to reversed judgment must be reversed)
Nichols v. Burlington N. & Santa Fe Ry., 56 P.3d 106 (Colo. App. 2002) (cost award null when supporting judgment reversed)
Nagy v. Landau, 807 P.2d 1227 (Colo. App. 1991) (attorney fee award reversed when underlying judgment reversed)
Cal. Med. Ass'n v. Shalala, 207 F.3d 575 (9th Cir. 2000) (federal Rule 60 relief appropriate where fee award depends on reversed merits judgment)