NISHAD KHAN PL AND NISHAD KHAN
v.
REGIONS BANK, NEKA LLC, AHMED HUSSEIN EL-HAWARY AND UNKNOWN
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An indemnification provision in an operating agreement that conditions attorneys' fees on breach of the agreement cannot support an award of fees when no breach claim was brought or adjudicated.
[1] An indemnification clause in an operating agreement that conditions attorneys' fees on breach of the agreement does not authorize an award of fees absent a claim for brea…
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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.”
Operating agreement provision cited by trial court as basis for attorneys' fees award
Khan and El-Hawary had a complicated business relationship involving NEKA, LLC, which culminated in a bench trial. The trial court entered judgment in…
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SIXTH DISTRICT COURT OF APPEAL
STATE OF FLORIDA
_____________________________
Case Nos. 6D2023-3551, 6D2024-0708
CONSOLIDATED
Lower Tribunal Nos. 2020-CA-001869-O and 2021-CA-000401 _____________________________
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
2
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.
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No Appearance for Appellee, Regions Bank.