NISHAD KHAN PL AND NISHAD KHAN
v.
NEKA, LLC, AHMED HUSSEIN EL-HAWARY AND REGIONS BANK
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Appellants Khan appealed a bench trial judgment in a business dispute with NEKA, LLC and El-Hawary, challenging both the substantive judgment and an award of attorneys' fees. The court affirmed the substantive judgment but reversed the attorneys' fees award because no breach of the operating agreement was alleged or proven.
The trial court's Amended Final Judgment is affirmed. However, the Final Judgment for Attorneys' Fees and Costs is reversed because the trial court erred in awarding attorneys' fees under the indemnification provision when the underlying proceedings involved no claim for breach of the operating agreement and the trial court made no finding that any such breach occurred.
[1] An award of attorneys' fees based on an indemnification clause in an operating agreement is improper when the underlying proceedings did not involve a claim for breach of…
[2] A court may affirm a judgment in part and reverse it in part.
Previewing 2 of 2 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“Indemnification. To the fullest extent permitted by law, each Member shall indemnify the Company, each other Member and hold them harmless from and against all losses, costs, liabilities, damages, and expenses (including, without limitation, costs of suit and attorney's fees) they may incur on account of any breach by that Member of this Agreement.”
The operating agreement provision under which El-Hawary sought to recover attorneys' fees, which required a breach of the agreement as a predicate.
Previewing 1 of 2 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceKhan and appellees NEKA, LLC and El-Hawary had a complicated business relationship that led to a dispute culminating in a bench trial. The trial court…
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SIXTH DISTRICT COURT OF APPEAL STATE OF FLORIDA
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Case Nos. 6D2023-3551, 6D2024-0708
CONSOLIDATED Lower Tribunal Nos. 2020-CA-001869-O and 2021-CA-000401
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NISHAD KHAN PL and NISHAD KHAN,
Appellants,
v.
REGIONS BANK, NEKA, LLC, and AHMED HUSSEIN EL-HAWARY,
Appellees.
_____________________________
Appeals from the Circuit Court for Orange County.
Vincent S. Chiu, Judge.
November 14, 2025 MIZE, J.
Appellants, Nishad Khan PL and Nishad Khan (“Khan”), appeal the trial court’s Amended Final Judgment entered in favor of Appellees NEKA, LLC (“NEKA”) and Ahmed El-Hawary (“El-Hawary”), and the trial court’s Final
Judgment for Attorneys’ Fees and Costs in Favor of El-Hawary. The parties had a complicated business relationship and, subsequently, a complicated business dispute that culminated in a bench trial in the proceedings below. The details of that dispute are not necessary to explain our disposition of this appeal.
We find no error in the Amended Final Judgment and, therefore, affirm it.
As to the Final Judgment for Attorneys’ Fees and Costs, the trial court entered an award of attorneys’ fees in favor of El-Hawary and against Khan pursuant to a provision in the operating agreement for NEKA, which stated that:
Indemnification. To the fullest extent permitted by law, each Member shall indemnify the Company, each other Member and hold them harmless from and against all losses, costs, liabilities, damages, and expenses (including, without limitation, costs of suit and attorney’s fees) they may incur on account of any breach by that Member of this Agreement.
However, the proceedings below did not involve any claim for breach of the operating agreement, nor did the trial court make any finding that any such breach occurred. For these reasons, the trial court erred by granting an award of attorneys’ fees under this provision. The Final Judgment for Attorneys’ Fees and
Costs in Favor of El-Hawary is reversed.
AFFIRMED in part; REVERSED in part.
NARDELLA and GANNAM, JJ., concur. Nicholas A. Shannin and Carol B. Shannin, of Shannin Law Firm, P.A., Orlando, for Appellants. John M. Brennan, of GrayRobinson, P.A., Orlando, and Kristie L. Hatcher-Bolin, of GrayRobinson, P.A., Lakeland, for Appellees, Neka, LLC and Ahmed Hussein El-Hawary.
No Appearance for Appellee, Regions Bank.
NOT FINAL UNTIL TIME EXPIRES TO FILE MOTION FOR REHEARING AND DISPOSITION THEREOF IF TIMELY FILED