Robinson v. Sharma

• Court: Colorado Court of Appeals
• Decided: November 20, 2025
• Docket: 24CA1624
• Status: Unpublished

Opinion

24CA1624 Robinson v Sharma 11-20-2025

COLORADO COURT OF APPEALS

Court of Appeals No. 24CA1624 Pueblo County District Court No. 21CV30017 Honorable Gregory J. Styduhar, Judge

Mickel Robinson,

Plaintiff-Appellant,

v.

Steve Sharma and Pueblo-Tomic-Sharma Family Limited Partnership n/k/a P- T-S Family Limited Partnership, a limited partnership,

Defendants-Appellees.

JUDGMENT AFFIRMED

Division VI Opinion by JUDGE WELLING Sullivan and Bernard*, JJ., concur

NOT PUBLISHED PURSUANT TO C.A.R. 35(e) Announced November 20, 2025

Montgomery Little & Soran, P.C., Nathan G. Osborn, Alyson S. Evett, James Taravella, Greenwood Village, Colorado, for Plaintiff-Appellant

Gordon Rees Scully Mansukhani LLP, John R. Mann, Tamara A. Seelman, Denver, Colorado, for Defendants-Appellees

*Sitting by assignment of the Chief Justice under provisions of Colo. Const. art. VI, § 5(3), and § 24-51-1105, C.R.S. 2025. ¶1 Plaintiff, Mickel Robinson (Ms. Robinson), appeals the trial

court’s judgment in favor of defendants, Steve Sharma

(Mr. Sharma)1 and Pueblo-Tomic-Sharma Family Limited

Partnership a/k/a P-T-S Family Limited Partnership, a limited

partnership (the Partnership). We affirm.

I. Background

¶2 The Partnership is a family business. Mahendra Sharma

(father) and Sylvia Sharma (mother) (collectively, the parents)

established the Partnership pursuant to a partnership agreement

executed on January 11, 1993 (Original Partnership Agreement).

The purpose of the Partnership was the acquisition of an apartment

complex in Pueblo, Colorado, which was the Partnership’s sole

asset. The Original Partnership Agreement established the general

partners as the parents and the limited partners as their six

children, including Ms. Robinson and Mr. Sharma.

1 Because this is an intra-family dispute, there are multiple

participants with the last name Sharma. For clarity, we will refer to defendant Steve Sharma as “Mr. Sharma” and to other members of the family with the last name Sharma either by their full name or, in the case of Mahendra Sharma and Sylvia Sharma, as father and mother, respectively. We mean no disrespect in doing so.

1 ¶3 This case involves disputes between and among the partners

and Partnership concerning the management and winding up of the

Partnership, including the distribution of the Partnership assets,

following the sale of the Partnership’s sole asset in April 2017.

¶4 Several provisions of the Original Partnership Agreement are

central to this dispute. Section 6.3 of the Original Partnership

Agreement outlines the original capital contributions and the

ownership percentages of each family member:

The [g]eneral [p]artners shall jointly contribute $52.00 to the capital of the Partnership. Each of the [l]imited [p]artners, or the [g]eneral [p]artners acting on their behalf, shall contribute $8.00 to the capital of the Partnership. In exchange for such capital contributions, the [g]eneral [p]artners, as husband and wife, shall jointly receive 52 units of interest in the Partnership, and the [l]imited [p]artners shall each receive eight (8) units of interest in the Partnership.

¶5 Section 12.7 of the Original Partnership Agreement, which is

titled “Initiation of Legal Action,” outlines the consequences should

any limited partner initiate legal action against the Partnership or

any of its general partners. Section 12.7 provides as follows:

If any one or more of the [l]imited [p]artners shall initiate any legal action of any kind against the Partnership, either of the [g]eneral

2 [p]artners, or any combination thereof, the [g]eneral [p]artners shall have a right to acquire all units of interest in the Partnership held by any such [l]imited [p]artners, for the consideration specified in subparagraph (v) of Section 12.2 of this Agreement, at any time within four years from and after the commencement of any such action.

¶6 Section 12.2(v), in turn, sets forth the formula for a general

partner’s acquisition of a limited partner’s interest, should the

general partner invoke the buyout provision described in section

12.7:

Such [l]imited [p]artners shall give to the [g]eneral [p]artners a first right of refusal to acquire all such units, for the amount of the capital contribution originally made to the Partnership on behalf of such [l]imited [p]artner, as specified in Section 6.3 of this Agreement, plus interest thereon at the rate of ten percent (10%) per annum from and after January 1, 1993; exercisable at any time within sixty (60) days of provision of all necessary documents to the [g]eneral [p]artners, exercisable jointly on a pro-rata basis or separately by either as to all such Units.

¶7 Read together, the above sections of the Original Partnership

Agreement provide that the general partners shared a 52% interest

in the Partnership while each of the limited partners owned an 8%

interest in the Partnership. Further, sections 12.7 and 12.2(v)

3 provide that if any of the limited partners were to bring a suit

against a general partner or the Partnership, the general partner

has a right to buy out that limited partner’s interests in the

Partnership for the amount of that limited partner’s original capital

contribution, plus interest. With these provisions in mind, we turn

to the events leading up to this litigation.

¶8 In 2011, Ms. Robinson became property manager of the

Partnership’s sole asset — the apartment complex in Pueblo.

Ms. Robinson’s duties included maintaining the books and financial

records and communicating with the Partnership’s accountant

about the Partnership’s tax returns.

¶9 During the early 2010s, the Partnership experienced financial

difficulties, and in May 2014, the Partnership filed for bankruptcy

protection in the United States Bankruptcy Court for the District of

Colorado. In August 2015, Ms. Robinson submitted a “Third

Amended Plan of Reorganization” (the Plan) to the bankruptcy

court. The Plan authorized an investor, RAK Ventures Colorado,

LLC, to purchase 50% of the apartment complex, pay the

Partnership’s outstanding debts, and refurbish and sell the

apartment complex. The bankruptcy court approved the Plan.

4 ¶ 10 On April 6, 2017, Ms. Robinson and her mother entered into

an agreement that authorized Ms. Robinson to handle all aspects of

the apartment complex’s sale, made Mr. Sharma the general

partner upon the close of the sale, and instructed Ms. Robinson to

release all sale profits to Mr. Sharma, as the general partner. On

April 10, 2017, the apartment complex was sold for $3,617,630.46.

¶ 11 Following the sale, Ms. Robinson requested that Mr. Sharma,

as general partner, distribute the sale proceeds according to an

ownership scheme in which she owned a 13% interest in the

Partnership. It was her position that the Partnership automatically

dissolved upon the sale of the Partnership’s sole asset. It was also

Ms. Robinson’s contention that sometime between the formation of

the Partnership in 1993 and the sale of the apartment complex in

2017, an “Amended Partnership Agreement” had been adopted,

5 pursuant to which her interest in the Partnership had increased

from 8% to 13%.2

¶ 12 On April 17, 2018, Ms. Robinson received an early distribution

of a portion of her anticipated share of the sale proceeds in the

amount of $232,157. The ostensive purpose of this early

distribution was to pay the tax liability Ms. Robinson anticipated

incurring on her purported 13% interest in the Partnership (which,

based on the sales price, she expected to total approximately

$470,000).

¶ 13 Years after the dissolution, Mr. Sharma had still not wound up

or terminated the Partnership, nor had he distributed the proceeds

of the sale — other than Ms. Robinson’s early distribution. Between

2018 and 2020, Ms. Robinson made several requests that

2 During the course of discovery, Ms. Robinson produced the

purported Amended Partnership Agreement, which was dated an unspecified day of March 2017. The purported Amended Partnership Agreement is nearly identical to the Original Partnership Agreement except that it removes father as a general partner, waives Stephanie Sharma’s interests in the Partnership, updates the Partners’ names and addresses, reduces mother’s interests by 5%, and increases Ms. Robinson’s interests by 5%. At trial, Mr. Sharma testified that he didn’t sign and had never seen the Amended Partnership Agreement until sometime after the initiation of this lawsuit.

6 Mr. Sharma, as the general partner, wind up the Partnership and

distribute the proceeds of the sale of the apartment complex. As of

the end of 2020, however, the proceeds from the sale of the

apartment complex still hadn’t been distributed to the Partners.

¶ 14 Having grown frustrated with the delay, on January 21, 2021,

Ms. Robinson filed suit against the Partnership, Mr. Sharma, and

her other siblings, asserting eight claims for relief. Ms. Robinson

asserted the following six claims for relief against Mr. Sharma:

(1) request for an accounting; (2) breach of the partnership

agreement; (3) conversion; (4) breach of fiduciary duty;

(5) embezzlement; and (6) civil theft. Ms. Robinson’s remaining two

claims were asserted against all of the defendants and were for (7)

dissolution by decree of court; and (8) winding up by decree of court

and appointment of a trustee. In her complaint, Ms. Robinson

asserted that she was entitled to an award of $470,291.96 in

damages, based on her asserted 13% interest in the Partnership.

¶ 15 On July 26, 2023, less than five weeks before trial was set to

begin, Mr. Sharma asserted a counterclaim for declaratory

judgment pursuant to sections 6.3, 12.2, and 12.7 of the Original

Partnership Agreement, alleging that by filing this lawsuit,

7 Ms. Robinson triggered the buyout provision of the Original

Partnership Agreement, pursuant to which he, as the general

partner, had a right to buy out her interests in the Partnership for

$8 — her capital contribution to the Partnership — plus interest at

the rate of 10% per annum from January 1, 1993, until paid.

¶ 16 The case proceeded to a bench trial over the course of three

days in August and October of 2023. In June 2024, the trial court

entered thorough and detailed written findings of fact, conclusions

of law, and judgment (Order). In its Order, the trial court found in

favor of the defendants on all of Ms. Robinson’s claims and for

Mr. Sharma on his counterclaim.

¶ 17 With respect to the first claim for relief for an accounting, the

trial court found that Ms. Robinson’s request for an accounting had

been satisfied over the course of the litigation, as during discovery

and at trial the Partnership and Mr. Sharma provided Ms. Robinson

the full accounting to which she was entitled. With respect to

Ms. Robinson’s request for orders to wind up and dissolve the

Partnership, the trial court found that Mr. Sharma now had all the

information necessary to wind up and dissolve the Partnership and

8 that he was ready and willing to do so, so orders for dissolution,

winding up, and appointment of a trustee were “unnecessary.”

¶ 18 With respect to Ms. Robinson’s second claim for relief for

breach of the partnership agreement, the court found that the

purported Amended Partnership Agreement was unenforceable

because there was “no evidence [Mr.] Sharma agreed to this alleged

amendment or that the required process for amending the [Original]

Partnership Agreement occurred.” The court further found that

neither Mr. Sharma nor the Partnership breached the Original

Partnership Agreement.

¶ 19 The trial court also rejected Ms. Robinson’s claims for

conversion, embezzlement, and civil theft, finding that there was no

evidence presented that Mr. Sharma had exercised dominion or

ownership over any property belonging to Ms. Robinson. The trial

court found that the remaining proceeds from the sale of the

apartment complex remained in a bank account belonging to the

Partnership and that Ms. Robinson failed to show that Mr. Sharma

intended to maintain those funds for himself.

¶ 20 Addressing Ms. Robinson’s claims that Mr. Sharma had

breached his fiduciary duty, the trial court found that Mr. Sharma’s

9 delay in distribution was proper to determine the ownership

structure of, and debts owed by, the Partnership. Additionally, the

trial court found that Ms. Robinson had agreed to use the

Partnership funds to pay their parents’ living expenses and any

payment of mother’s expenses did not affect Ms. Robinson’s

distribution. Lastly, the trial court found that the Original

Partnership Agreement allowed Mr. Sharma to use the Partnership

funds to pay legal expenses.

¶ 21 The trial court concluded that the ownership percentages of

the Partnership were as follows:

Ms. Robinson 8%

Mr. Sharma 8%

Shaun Sharma 8%

Shelly Sharma 8%

Sandy Sharma 8%

Sylvia Sharma 60%

¶ 22 With respect to Mr. Sharma’s counterclaim, the trial court

found that to give meaning to the entire contract, the buyout

provision of the Original Partnership Agreement was enforceable

even while the Partnership was in a state of dissolution. With that,

10 the trial court found that since Ms. Robinson had initiated the

present lawsuit, then Mr. Sharma, as the general partner, had the

right to purchase Ms. Robinson’s interests for $8 plus interest at

10% per annum from January 1, 1993, forward. In its Order, the

trial court didn’t disturb the April 17, 2018, distribution to

Ms. Robinson.

II. Analysis

¶ 23 Ms. Robinson raises five issues on appeal. Specifically, she

contends that the trial court erred by (1) selectively enforcing

provisions of the Amended Partnership Agreement while finding

that the Amended Partnership Agreement was invalid and

unenforceable; (2) admitting and relying upon irrelevant and

prejudicial evidence regarding her conduct during the course of the

Partnership’s bankruptcy; (3) finding that Mr. Sharma didn’t breach

the fiduciary duties he owed to the Partnership; (4) finding the

buyout provision of the Original Partnership Agreement enforceable;

and (5) awarding the defendants the full amount of their costs. For

the reasons set forth below, we reject all five contentions and,

therefore, affirm.

11 A. The Trial Court Didn’t Enforce Any Provisions of the Amended Partnership Agreement

¶ 24 Ms. Robinson contends that the trial court erred by improperly

ruling that the Amended Partnership Agreement was invalid while

also enforcing portions of it. Specifically, she argues that the trial

court erred by refusing to enforce the provision of the Amended

Partnership Agreement stating she had a 13% interest in the

Partnership while enforcing the provisions that removed father and

Stephanie Sharma from the Partnership. We disagree that the

court erred.

1. Standard of Review

¶ 25 While contract interpretation is a question of law, whether a

contract exists or has been modified or amended is a question of

fact. I.M.A., Inc. v. Rocky Mountain Airways, Inc. 713 P.2d 882, 887

(Colo. 1986). “We set aside a trial court’s factual findings only when

they are ‘so clearly erroneous as to find no support in the record.’”

S. Ute Indian Tribe v. King Consol. Ditch Co., 250 P.3d 1226, 1232

(Colo. 2011) (citations omitted).

12 2. Application

¶ 26 Ms. Robinson’s argument presents us with two distinct

questions: (1) Did the trial court incorrectly conclude that the

Amended Partnership Agreement was unenforceable, and (2) did the

trial court enforce provisions of the Amended Partnership

Agreement notwithstanding its finding that it wasn’t validly

adopted? We conclude the answer to both of those questions is no.

a. The Trial Court Properly Concluded that the Amended Partnership Agreement was Unenforceable

¶ 27 To begin, the trial court’s finding that the Amended

Partnership Agreement was invalid and unenforceable is supported

by the record. In assessing the validity of the Amended Partnership

Agreement, the court first looked at the terms of the Original

Partnership Agreement. As the trial court noted, section 17.5 of the

Original Partnership Agreement governs the amendment process of

the Original Partnership Agreement. Section 17.5 provides:

Amendments to this Agreement may be proposed by the [g]eneral [p]artners or by [p]artners owning a majority of the [u]nits. Following any such proposal, the [g]eneral [p]artners shall submit to the [l]imited [p]artners a verbatim statement of any proposed amendment, providing that counsel for the Partnership shall have approved of the

13 same in writing as to form, and the [g]eneral [p]artners may include in any such submission their recommendation as to the proposed amendment. The [g]eneral [p]artners shall seek the written vote of the [p]artners on the proposed amendment or shall call a meeting to vote thereon. . . . A proposed amendment shall be adopted and be effective as an amendment hereto if it receives the affirmative vote of the Partners owning a majority of the [u]nits.

¶ 28 At trial, Ms. Robinson admitted that she didn’t follow this

process in creating or executing the Amended Partnership

Agreement. Furthermore, Mr. Sharma testified that he never signed

the Amended Partnership Agreement, never voted on it, and never

saw it until the initiation of this lawsuit. This evidence amply

supports the trial court’s finding that the Amended Partnership

Agreement was invalid and unenforceable, so there is no basis for

us to disturb the trial court’s finding in this regard. Based on

Ms. Robinson’s and Mr. Sharma’s testimony that the amendment

process wasn’t followed for the purported Amended Partnership

Agreement, we conclude that the trial court’s finding that the

Amended Partnership Agreement was invalid and unenforceable

isn’t a clear error.

14 b. Ms. Robinson is Mistaken that the Trial Court Relied on the Amended Partnership Agreement to Remove Parties from the Partnership

¶ 29 Ms. Robinson next argues that the court’s findings that father

and Stephanie Sharma had been removed as general partner and

limited partner, respectively, can only stem from enforcement of the

Amended Partnership Agreement, which is inconsistent with its

findings discussed immediately above. The trial court, however,

didn’t base its findings regarding the removal of father and

Stephanie Sharma from the Partnership on the terms of the

Amended Partnership Agreement.

¶ 30 To begin, the fact that father was no longer a member of the

Partnership was an undisputed fact agreed upon by the parties

ahead of trial, as memorialized in the parties’ joint proposed trial

management order. Furthermore, the trial court found that

Stephanie Sharma had been removed from the Partnership based

on the testimony of other limited partners, not the terms of the

Amended Partnership Agreement. Indeed, limited partners

Ms. Robinson, Mr. Sharma, Shelly Sharma, and Shaun Sharma all

testified that their sister Stephanie Sharma had voluntarily

relinquished her interests. Accordingly, we reject Ms. Robinson’s

15 contention that the trial court improperly and inconsistently

enforced select terms of the Amended Partnership Agreement.

Instead, the trial court properly relied on undisputed facts and

testimony, not the Amended Partnership Agreement, in reaching its

findings that father and Stephanie Sharma had been removed from

the Partnership.

B. The Trial Court Didn’t Err by Admitting Evidence of Ms. Robinson’s Self-Dealing and Other Misconduct

¶ 31 Ms. Robinson next contends that the trial court erred by

admitting irrelevant and prejudicial evidence about the Plan and

her conduct following its adoption. Ms. Robinson continues that

the evidence of her self-dealing and financial mismanagement is not

only irrelevant but amounts to improper character evidence.

Further, she asserts that by admitting evidence about her failure to

comply with the Plan, the trial court effectively adjudicated claims

never asserted by Mr. Sharma. We discern no error.

1. Additional Facts

¶ 32 The Plan, approved by the bankruptcy court on September 24,

2015, outlined the terms of the Partnership restructuring and

placed compensation limits on Ms. Robinson and her husband for

16 work they performed pursuant to the Plan. The Plan provided that

Ms. Robinson would remain the manager of the apartment complex

and that her husband would oversee maintenance.

¶ 33 According to evidence presented at trial, on October 2, 2015,

eight days after the bankruptcy court approved the Plan,

Ms. Robinson entered into a “Tenancy in Common Agreement” with

a third-party entity. This third-party entity was owned by the same

owner of RAK Ventures, LLC, the investor that purchased the

apartment complex. The Tenancy in Common Agreement

established both Ms. Robinson and her husband as the managers of

the apartment complex and authorized payments to them in excess

of the compensation limits set forth in the Plan.

¶ 34 Thereafter, Ms. Robinson routed all revenue from the

apartment complex into a bank account owned by Skyview2025,

LLC (Skyview2025). Ms. Robinson and her husband were the

owners of Skyview2025. Ms. Robinson didn’t inform Mr. Sharma,

the limited partners, or the bankruptcy court of the Tenancy in

Common Agreement or the existence or role of Skyview2025.

¶ 35 The defendants retained an expert, Johnathan T. Marks, to

“rebut claims raised by [Ms. Robinson] concerning the alleged

17 financial mismanagement and theft of proceeds from the sale of real

property.” In his report, Marks opined that there was no evidence

that Mr. Sharma mismanaged the proceeds from the sale of the

apartment complex. Marks further opined that any delay in

providing an accounting or winding up the Partnership by

Mr. Sharma was caused by Ms. Robinson’s failure to provide

Mr. Sharma with the Partnership’s financial records, not any

mismanagement or misconduct on his part

¶ 36 Marks also opined that Ms. Robinson “acted inappropriately,

including engaging in self-dealing.” He based this opinion, in

substantial part, on the Tenancy in Common Agreement and

Ms. Robinson’s utilization of Skyview2025 to collect rent and

revenue. Further, Marks highlighted Ms. Robinson’s failure to

notify the Partnership of the Tenancy in Common Agreement or

Skyview2025.

¶ 37 Prior to trial, Ms. Robinson filed a motion in limine seeking to

strike Marks’ report and prohibit him from testifying at trial. In the

motion in limine, Ms. Robinson argued that Marks’ report and

testimony were “unreliable, irrelevant to the issues in this case,

[and] unfairly prejudicial,” citing CRE 401, 403, 703, 611, and 801.

18 The trial court denied the motion in limine in a written order

entered in advance of trial.

2. Standard of Review

¶ 38 “Trial courts have broad discretion in determining the

admissibility of evidence based on its relevance, its probative value,

and its prejudicial impact.” People v. Elmarr, 2015 CO 53, ¶ 20.

We will only reverse a trial court’s evidentiary ruling upon an abuse

of discretion. People v. Stewart, 55 P.3d 107, 122 (Colo. 2002). “We

will find an abuse of discretion only where the lower court’s decision

was manifestly arbitrary, unreasonable, or unfair.” People v.

Hoskins, 2014 CO 70, ¶ 17.

3. Preservation

¶ 39 While we don’t require parties to use “talismanic language” to

preserve issues on appeal, trial courts must be afforded an

“adequate opportunity to make findings of fact and conclusions of

law on any issue before we will review it.” People v. Melendez, 102

P.3d 315, 322 (Colo. 2004). “To properly preserve an issue for

appeal, a party’s objection or request must be specific enough to

(1) draw the court’s attention to the asserted error; (2) provide the

court with a meaningful opportunity to focus on the issue; and

19 (3) prevent or correct the error.” People v. Anderson, 2020 COA 56,

¶11 (citations omitted). Generally, arguments raised for the first

time in a post-trial motion aren’t considered properly preserved for

appeal, unless there wasn’t an opportunity to raise them to the trial

court before or during trial. Fid. Nat’l Title Co. v. First Am. Title Ins.

Co., 2013 COA 80, ¶ 51; In re Marriage of Herold, 2021 COA 16, ¶ 7.

¶ 40 In her opening brief, Ms. Robinson asserts that the evidence of

her conduct during the pendency of the Partnership’s bankruptcy

was “nothing more than an attempted character assassination of

Ms. Robinson without complying with C.R.E. 404(b).” For

preservation of this argument, Ms. Robinson points us to her

motion in limine and the trial court’s order on it. But Ms. Robinson

didn’t raise any CRE 404(b) argument in her motion in limine. Nor

does such an argument appear in any other pre-trial motion, nor

did counsel preserve it in an objection at trial or at any other time

when Ms. Robinson had the opportunity to raise it.

¶ 41 The first time we can discern that Ms. Robinson raised a

CRE 404(b) concern was in her reply in support of her motion to

amend judgment pursuant to C.R.C.P. 59(a)(3)-(4). Because

Ms. Robinson had so many opportunities to raise this argument

20 before and during trial, this post-trial filing is insufficient for

preservation purposes. As such, we conclude that the CRE 404(b)

argument wasn’t properly preserved for appeal.3 See Fid. Nat’l Title

Co., ¶ 51; Herold, ¶ 7.

4. Analysis

a. Evidence of Ms. Robinson’s Self-Dealing and Financial Mismanagement is Relevant

¶ 42 We first address Ms. Robinson’s contention that the evidence

of her self-dealing and financial mismanagement was irrelevant to

any claims that were before the trial court.

¶ 43 All relevant evidence is admissible unless barred by statutes,

rules of evidence, the Constitution, or other rules prescribed by the

Colorado Supreme Court. CRE 402. Evidence is relevant if it has

“any tendency to make the existence of any fact that is of

3 Even if the issue was properly preserved, there is nothing in the

record to indicate that the court relied on the evidence of self- dealing and financial mismanagement as propensity evidence. As discussed below, the trial court admitted the evidence as support for Mr. Sharma’s defense, not to prove that Ms. Robinson acted in compliance with the bad character inferred by the evidence on a separate occasion. CRE 404(b). Therefore, if the trial court’s failure to address the Rule 404(b) character evidence argument was an error, we conclude it was a harmless error that didn’t affect the outcome or fairness of the trial. See C.R.C.P. 61.

21 consequence to the determination of the action more probable or

less probable than it would be without the evidence.” CRE 401.

The Colorado Rules of Evidence strongly favor the admission of

relevant evidence. People v. Czemerynski, 786 P.2d 1100, 1108

(Colo. 1990), abrogated on other grounds by, Rojas v. People, 2022

CO 8.

¶ 44 The crux of several of Ms. Robinson’s claims against

Mr. Sharma is that he unduly delayed the winding up of the

Partnership. Part of Mr. Sharma’s defense to this allegation is that

the delay was attributable, at least in part, to Ms. Robinson’s

conduct during the pendency of the Partnership’s bankruptcy.

¶ 45 This defense is supported by assertions made in Marks’ expert

report that the delay in proceeds distribution was “due in large part

to Ms. Robinson’s failure to provide [Mr. Sharma] with the books

and records of the Partnership until August 2022 when they were

produced in discovery as part of this lawsuit.” Further, Marks

found that “Ms. Robinson’s record keeping was, at best sloppy and,

at worst, deceptive.” Finally, Marks stated that understanding the

funds routed through Skyview2025 was integral to the proceeds

distribution process.

22 ¶ 46 In its order on Ms. Robinson’s motion in limine, the trial court

found that the expert testimony and portions of the expert report

were “directly relevant to the heart of this case when considering

Defendants[’] stated reasons why [the Partnership] and

[Mr. Sharma], as [the Partnership]’s [g]eneral [p]artner have not

issued distributions to partners.” Ultimately, the trial court relied

on Marks’ expert opinion to support its finding that Mr. Sharma

didn’t breach his fiduciary duty.

¶ 47 Thus, the evidence of Ms. Robinson’s conduct during the

pendency of the Partnership’s bankruptcy and Marks’ report were

relevant to Mr. Sharma’s defense and the claims before the trial

court.

b. The Trial Court Didn’t Adjudicate Ms. Robinson’s Conduct Pertaining to the Bankruptcy Plan

¶ 48 Relatedly, Ms. Robinson contends that the trial court

improperly relied on Marks’ report and testimony to adjudicate that

she violated the terms of the Plan — an issue, Ms. Robinson argues,

that wasn’t before the court, that was time barred, and that the trial

court lacked jurisdiction to consider. The trial court did no such

thing.

23 ¶ 49 In its order, the trial court only mentions the Plan or

Ms. Robinson’s conduct during the course of the bankruptcy in the

context of resolving Ms. Robinson’s claims against Mr. Sharma, in

which she claims his dilatory conduct was to blame for the delay in

winding up the Partnership and delaying the distribution of

proceeds from the sale. There was nothing improper in the court’s

considering whether the evidence established that Ms. Robinson’s

misconduct was the cause of the delays she complained of. In its

order finding that Mr. Sharma didn’t breach the Original

Partnership Agreement and didn’t breach his fiduciary duties, the

trial court details the delay by stating that Ms. Robinson withheld

financial documents, concealed the Tenancy in Common Agreement

that was “contrary to the [bankruptcy] [p]lan,” and concealed that

revenue from the Partnership was being redirected to an account

owned by her and her husband. These are the only mentions of

Ms. Robinson’s conduct or the Plan in the trial court’s

“adjudication” of claims.

¶ 50 Simply put, the trial court didn’t make a finding that the Plan

had been breached, didn’t enter any orders regarding the Plan, and

didn’t modify or enforce the Plan. Instead, the trial court only

24 found that Ms. Robinson’s conduct was contrary to the Plan — and

did so in the context of resolving Ms. Robinson’s claims against

Mr. Sharma on their merits. There was nothing improper in how

the court conducted its analysis or the evidence it relied upon to

reach its conclusions.

C. The Trial Court Didn’t Err by Finding That Mr. Sharma Didn’t Breach His Fiduciary Duty

¶ 51 Ms. Robinson next contends that the trial court erred by

finding that Mr. Sharma didn’t breach his fiduciary duty. We aren’t

persuaded.

1. Legal Principles

¶ 52 “[W]hether a fiduciary duty has been breached is a factual

question we review for clear error.” Mintz v. Accident & Injury Med.

Specialists, PC, 284 P.3d 62, 68 (Colo. App. 2010), aff’d, 2010 CO

50. “A court’s factual finding is clearly erroneous if there is no

support for it in the record.” In re Marriage of Young, 2021 COA 96,

¶ 8; see also Owners Ins. Co. v. Dakota Station II Condo. Ass’n, 2021

COA 114, ¶ 50 (appellate courts won’t disturb a trial court’s

findings of fact “if there is any evidence in the record to support

them”).

25 2. Analysis

¶ 53 Ms. Robinson’s theory at trial was that Mr. Sharma breached

his fiduciary duty by waiting to distribute the Partnership interests,

failing to determine and pay the Partnership’s debts, not obtaining

the Partnership’s financial records, and paying for their parents’

living expenses using the Partnership funds.4 The trial court

rejected each of these contentions based on its weighing of the

evidence presented at trial. Instead of arguing that the trial court

didn’t have any record support for its findings on these claims,

Ms. Robinson simply points out that there was conflicting evidence

that could have supported a contrary finding. But our role on

appeal isn’t to reweigh the evidence. See Owners Ins. Co., ¶ 50 (“It’s

4 In addition to the arguments explored below, Ms. Robinson also

argues on appeal that Mr. Sharma breached his fiduciary duties by failing to complete the Partnership’s taxes and by insisting that Ms. Robinson’s interest in the Partnership was only 5% prior to this lawsuit. Ms. Robinson cites the trial court’s judgment as where these issues are preserved, but she doesn’t direct us to where she made these arguments to the trial court. Moreover, in its findings, the trial court doesn’t address whether Mr. Sharma breached his fiduciary duties for these reasons. Thus, these arguments aren’t preserved for appeal. See, e.g., Franklin D. Azar & Assocs. P.C. v. Ngo, 2024 COA 99, ¶ 51 (“Generally, to preserve an issue for appeal, the issue must be brought to the trial court’s attention and the court must be given the opportunity to rule on it.”).

26 the trial court’s sole province to resolve factual issues, determine

witness credibility, weigh evidence, and make reasonable inferences

from that evidence. We may not reweigh evidence or substitute our

own judgment for the trial court’s.” (citing In re Estate of Owens,

2017 COA 53, ¶ 22)). Moreover, as discussed below, there is ample

support in the record for the trial court’s findings that Mr. Sharma

didn’t breach his fiduciary duties.

a. Support for the Trial Court’s Finding that Mr. Sharma’s Delay in Interest Distribution Wasn’t a Breach of Fiduciary Duty

¶ 54 First, the court found that Mr. Sharma didn’t breach his

fiduciary duties by waiting to distribute Partnership interests. The

court reasoned that the Original Partnership Agreement required

Mr. Sharma to first “determine the debts and ownership structure

of [the Partnership]” before he could make a final distribution. This

is supported by section 14.2 of the Original Partnership Agreement,

which sets forth the process for winding up the Partnership.

Additionally, Mr. Sharma testified that he needed to sort out the

Partnership debts before distribution.

¶ 55 The trial court further found it was Ms. Robinson who caused

the delay in winding up the Partnership by impairing Mr. Sharma’s

27 ability to calculate the Partnership’s liabilities. Both Mr. Sharma

and Marks testified that Mr. Sharma was unable to calculate the

Partnership’s liabilities without access to the Partnership’s financial

documents, which were in the possession of Ms. Robinson. Marks

also testified that Mr. Sharma acted prudently in waiting to figure

out the debts and ownership structure before making the final

distribution to the partners.

¶ 56 Based on this evidence, the trial court’s findings that

Mr. Sharma didn’t breach his fiduciary duty by waiting to distribute

the proceeds, failing to obtain financial documents, and waiting to

calculate the Partnership’s liabilities were amply supported by the

record.

b. Support for the Trial Court’s Finding that Mr. Sharma’s Payment of the Parents’ Living Expenses Wasn’t a Breach of Fiduciary Duty

¶ 57 Second, the trial court found that Mr. Sharma didn’t breach

his fiduciary duty by using the Partnership funds to pay for the

living expenses of their parents. The trial court relied on a

mediation agreement in which Ms. Robinson and Mr. Sharma

agreed to such an allocation. What’s more, the trial court pointed

out that the mediation agreement requires any funds used for the

28 parents’ living expenses to be taken out of their mother’s future

distribution. We conclude that this finding had sufficient support

in the record.

¶ 58 As previously stated, Ms. Robinson’s appellate contentions

don’t highlight a lack of support for the trial court’s findings or

judgments. Instead, she asks us to review the evidence de novo

and relitigate the issue. That isn’t the standard for these findings.

Because the trial court had sufficient support for its judgment that

Mr. Sharma didn’t breach his fiduciary duties, we conclude that it

wasn’t a clear error.

D. The Trial Court’s Determination that the Buyout Provision is Enforceable Isn’t a Basis for Reversal

¶ 59 Ms. Robinson next argues that the trial court improperly

enforced section 12.7 of the Original Partnership Agreement — what

we are referring to as the buyout provision. She argues that

(1) because the Partnership was in a state of dissolution at the time

she filed suit, the buyout provision couldn’t be invoked; and (2) the

terms of the buyout provision are unconscionable and are,

therefore, void as a matter of public policy. But because

Ms. Robinson hasn’t demonstrated how she was prejudiced by the

29 court’s enforcement of the provision, we don’t reach the merits of

Ms. Robinson’s challenge. 5

¶ 60 Rule 61 of the Colorado Rules of Civil Procedure states, “The

court at every stage of the proceeding must disregard any error or

defect in the proceeding which does not affect the substantial rights

5 If we were to reach the merits of Ms. Robinson’s challenges to the

buyout provision, we would only address the first contention, not the second. That is because Ms. Robinson didn’t preserve her second contention for our review. “In civil cases, arguments never presented to, considered by, or ruled upon by a district court may not be raised for the first time on appeal.” Gebert v. Sears, Roebuck & Co., 2023 COA 107, ¶ 25. Although no talismanic language is required to preserve an issue for appellate review, see In re Estate of Owens, 2017 COA 53, ¶ 21, still “[t]o properly preserve an argument for appeal, the party asserting the argument must present ‘the sum and substance of the argument’ to the district court.” Gebert, ¶ 25 (quoting Madalena v. Zurich Am. Ins. Co., 2023 COA 32, ¶ 50). A review of the record reveals that Ms. Robinson never argued to the trial court that the terms of the buyout provision were unconscionable and, therefore, void as a matter of public policy. And a handful of questions regarding the “fairness” of the buyout provision isn’t adequate to preserve the argument that Ms. Robinson advances on appeal. See, e.g., Liberty Bankers Life Ins. Co. v. First Citizens Bank & Tr. Co., 2014 COA 151, ¶ 27 (finding a contention unpreserved where “each cited-to instance of preservation was vague and conclusory, there was no clear argument in support, and there were no citations to authority”); Berra v. Springer & Steinberg, P.C., 251 P.3d 567, 570 (Colo. App. 2010) (finding an argument made in closing arguments preserved for appeal).

30 of the parties.” “An error affects a substantial right only if ‘it can be

said with fair assurance that the error substantially influenced the

outcome of the case or impaired the basic fairness of the trial

itself.’” Bly v. Story, 241 P.3d 529, 535 (Colo. 2010) (quoting Banek

v. Thomas, 733 P.2d 1171, 1178 (Colo. 1986)).

2. Analysis

¶ 61 Based on the trial court’s findings and our disposition of the

other issues raised on appeal, we can’t discern how Ms. Robinson’s

substantial rights or interests were adversely affected by the court’s

determination that Mr. Sharma, as the general partner, had the

right to enforce the buyout provision. We reach this conclusion

based on the combined effect of five critical factual determinations

by the trial court and our resolution of Ms. Robinson’s challenges to

those determinations. Specifically, the court made the following

findings, which, as discussed above, we have declined to disturb on

appeal:

• In April 2018, Ms. Robinson received an early

distribution from the Partnership of a share of sales

proceeds in the amount of $232,157.

31 • Any final distribution that Ms. Robinson may be entitled

to receive under the Original Partnership Agreement

would be offset by the early distribution she received in

April 2018.

• Ms. Robinson’s interest in the Partnership in the absence

of the enforcement of the buyout provision is 8% (not the

13% Ms. Robinson argued for).

• Although the Partnership received $3,617,630.46 in

proceeds from the sale of the apartment complex, based

on the Marks report, the total amount subject to

distribution to the partners as of August 2023 was only

$2,264,795.26 (after deducting Partnership liabilities

from the sale proceeds).

• The trial court didn’t order Ms. Robinson to return any

portion of the $232,157 she received from the

Partnership in April 2018.

¶ 62 Based on these findings (the first two of which aren’t in

dispute and the latter three of which we aren’t disturbing on

appeal), Ms. Robinson would have been entitled to 8% of

$2,264,795.26, less the $232,157 she received as an early

32 distribution. Eight percent of $2,264,795.26, is $181,183.62,

which is less than the $232,157 she’s already received (and that the

court didn’t order returned). Thus, had the court not enforced the

buyout provision, Ms. Robinson wouldn’t have been entitled to any

additional distribution from the Partnership.6 Thus, she can’t

establish any prejudice from the court’s enforcement of the

provision.

¶ 63 The trial court determined that Mr. Sharma had the right to

enforce the buyout provision of the Original Partnership Agreement

and purchase Ms. Robinson’s interests in the Partnership for $8

plus interest because she initiated this lawsuit. Based on our

disposition of the other issues on appeal, however, Ms. Robinson’s

early distribution, and the requirements under the trial court’s

judgment, we fail to discern any prejudice to Ms. Robinson resulting

6 We recognize that based on the theory that Ms. Robinson

advanced in her complaint and at trial, she would have been entitled to an additional distribution had the court not found the buyout provision enforceable. This is because she contended that she was entitled to a final distribution based on a 13% ownership interest and that the total amount of proceeds subject to distribution, in her view, was $3,617,630.46. Based on this view of the facts, she would have been entitled to a distribution of $470,291.96, less her early distribution of $232,157, for a net additional distribution of $238,134.96.

33 from enforcement of the buyout provision.7 Thus, we decline to

address the merits of Ms. Robinson’s arguments. See C.R.C.P. 61.

E. The Trial Court Didn’t Abuse Its Discretion When Awarding Expert Witness Costs

¶ 64 Finally, Ms. Robinson contends that the trial court abused its

discretion when awarding costs to the defendants, specifically, the

expert witness fees because those fees were unreasonable. We

disagree that the trial court erred.

1. Standard of Review and Legal Principles

¶ 65 “[W]e review an award of costs for an abuse of discretion and

will only disturb the award if it is manifestly arbitrary,

unreasonable, or unfair.” Archer v. Farmer Bros. Co., 90 P.3d 228,

230 (Colo. 2004). We will find an abuse of discretion only where the

trial court’s findings “are so manifestly against the weight of

evidence as to compel a contrary result.” In re Weisbard, 25 P.3d

24, 28 (Colo. 2001) (quoting Aspen Wilderness Workshop, Inc. v.

7 In fact, it would appear that Ms. Robinson would realize a modest

benefit if Mr. Sharma exercises the general partner’s rights under the buyout provision, as doing so would appear to entitle Ms. Robinson to receive $8, plus thirty-two years of interest at 10% per annum, compared to the $0 Ms. Robinson would receive if Mr. Sharma didn’t enforce the buyout provision.

34 Hines Highlands Ltd. P’ship, 929 P.2d 718, 728 (Colo. 1996)). “It is

not necessary that we agree with the trial court’s decision,” the

decision just can’t “exceed[] the bounds of the rationally available

choices.” Streu v. City of Colorado Springs, 239 P.3d 1264, 1268

(Colo. 2010) (citation omitted).

¶ 66 Trial courts have considerable discretion in awarding costs to

a prevailing defendant if (1) those costs are reasonably and

necessarily incurred in defending litigation and (2) there is no

statute or rule that prohibits such an award. Valentine v. Mountain

States Mut. Cas. Co., 252 P.3d 1182, 1186-87 (Colo. App. 2011).

Courts may consider any relevant factors, including “the needs and

complexity of the case.” C.R.C.P. 54(d). “The starting point for

determining the amount of a reasonable expert witness fee is the

number of hours reasonably expended on the litigation multiplied

by a reasonable hourly rate.” Gallegos Fam. Props., LLC v. Colo.

Groundwater Comm’n, 2017 CO 73, ¶ 47.

¶ 67 In its June 24, 2024, order awarding defendants their costs,

the trial court awarded the defendants the full amount of requested

costs, totaling $219,719.72. Most of these costs ($209,264.20) were

35 for fees paid to defendants’ expert witness, Marks, and other team

members of the accounting firm, Baker Tilly. This is the portion of

the award Ms. Robinson challenges on appeal. Although

Ms. Robinson takes issue with the amount of time the professionals

spent on the case, she doesn’t challenge the reasonableness of their

hourly rates. Accordingly, we won’t address whether the court

erred in determining that the hourly rates were reasonable.

¶ 68 Ms. Robinson makes several arguments as to why the amount

of time billed by the defendants’ experts was unreasonable and

unnecessary:

• The lawsuit wasn’t complicated and thus didn’t require

the extensive work billed.

• The experts’ time was spent looking into conduct outside

the scope of the litigation.

• Mr. Sharma made no attempt to control costs.

• The expert report utilized more resources than necessary.

• The travel costs of the testifying expert witness, Marks,

and his associate were facially unnecessary.

¶ 69 We will take these arguments in turn.

36 ¶ 70 First, Ms. Robinson argues that the costs were unreasonable

because the lawsuit wasn’t complicated. In assessing the

complexity of the case, the trial court made the following findings:

Contrary to the Plaintiff’s assertion, this matter was complicated. Plaintiff asserted eight claims for relief alleging financial misconduct by Defendants [the Partnership] and Mr. Sharma, and Mr. Sharma asserted a counter-claim seeking to enforce a provision in [the Original] Partnership Agreement. This required review of a large amount of complex financial documents over a lengthy period of time to analyze the financial obligations of [the Partnership] and the flow of [the Partnership]’s money.

¶ 71 As the trial court observed, litigating the eight claims

generated substantial discovery. The documents the experts

worked through were complex and spanned decades. We discern

no abuse of discretion in the trial court’s determination that this

was a complicated matter.

¶ 72 Second, Ms. Robinson argues that the expert fees were

unreasonable because of the time the experts spent looking into her

alleged self-dealing and financial mismanagement. Ms. Robinson

again argues that this evidence wasn’t relevant to the claims before

the court and, thus, the time the experts spent on these issues was

37 unreasonable. As we have already addressed, evidence of

Ms. Robinson’s self-dealing and financial mismanagement was

offered by Mr. Sharma as a defense to the breach of fiduciary duty

claims. With this being a key component of Mr. Sharma’s defense,

and the trial court’s reliance on the expert in resolving these claims,

we aren’t persuaded that this makes the expert witness fees

unreasonable.

¶ 73 Third, Ms. Robinson contends that the fees are unreasonable

because Mr. Sharma made no attempt to control the expert costs.

As the trial court noted, “[T]he vast majority of the review was

performed by Mr. Marks’ team members who charged lower hourly

rates.” This is supported by Baker Tilly’s itemized invoice, which

shows that most of Marks’ billable hours were spent drafting the

report, while his team with lower hourly rates completed most of the

document review. Accordingly, we aren’t persuaded that the trial

court abused its discretion in rejecting Ms. Robinson’s contention

that the defendants failed to control expert costs.

¶ 74 Fourth, Ms. Robinson argues that the report utilized more

resources than necessary. Specifically, Ms. Robinson cites the

number of Baker Tilly team members working on preparing the

38 report. This argument appears to conflict with the argument

immediately before it. Ms. Robinson complains that Mr. Sharma

wasn’t controlling costs but then complains about the cost-

controlling measures that were taken — namely, relying on

personnel with lower billing rates to perform certain tasks. We

again agree that the cost controlling measures of using Baker Tilly

team members with a lower hourly rate was reasonable; thus, we

aren’t persuaded that the use of multiple people in the review was

¶ 75 Fifth, Ms. Robinson argues that Marks’ and his associate

Manny Muriel’s travel to Pueblo for the trial was unreasonable.

Specifically, Ms. Robinson asserts that (1) Marks’ travel was

unnecessary because virtual testimony would have sufficed;

(2) Marks attended trial on days he didn’t testify; and (3) Muriel’s

travel was unnecessary because he didn’t contribute at all.

¶ 76 The trial court found that “[t]here is nothing per se

unreasonable about a key expert witness traveling to testify in

person.” The trial court further opined that “the suggestion that

appearance should have been presumptively remote, flies in the

face of the C.R.C.P. and Chief Justice Directive.”

39 ¶ 77 As the trial court alluded to, virtual testimony is the exception,

not the rule, under the Colorado Rules of Civil Procedure. C.R.C.P.

43(i)(1) requires a party to request virtual testimony via a written

motion, providing the reason for allowing virtual testimony, a

detailed description of the testimony, and copies of all documents

that will be used in the virtual testimony. C.R.C.P. 43(i)(1). It is

within the trial court’s discretion to approve or deny the request.

Id. As such, we agree with the trial court that it wasn’t

unreasonable for Marks to testify in person.

¶ 78 Lastly, we will address Ms. Robinson’s last two travel

arguments together. Ms. Robinson argues that Marks’ travel costs

were unreasonable because he attended two days of trial (August

30, 2023, and August 31, 2023) where he didn’t testify.

Additionally, Ms. Robinson argues that Muriel’s travel was

unnecessary because he didn’t contribute to testimony.

¶ 79 Colorado courts have historically allowed fees for expert

witnesses who didn’t testify if the expenses were incurred because

of the litigation and were reasonably necessary for trial preparation.

See Mgmt. Specialists, Inc. v. Northfield Ins. Co., 117 P.3d 32, 39

(Colo. App. 2004); Fowler Irrevocable Tr. 1992-1 v. City of Boulder,

40 992 P.2d 1188, 1200 (Colo. App. 1999), aff’d in part and rev’d in

part on other grounds, 17 P.3d 797 (Colo. 2001).

¶ 80 As an initial matter, the trial court acknowledged that Marks

was expected to testify on August 31, 2023. Addressing both

Marks’ and Muriel’s trial attendance on August 30, 2023, and

August 31, 2023, the trial court found that “[i]t is . . . not

unreasonable in a complex case like this for a party, the party’s

expert and the expert witness’ main associate working on the

matter to also travel to and attend the trial.” Further, the trial

court noted that Muriel had significant involvement in this

litigation.

¶ 81 A review of the Baker Tilly invoices confirms both Marks’ and

Muriel’s hands-on involvement in the matters before the trial court.

Both Marks and Muriel spent their time preparing the expert

witness report; researching, reviewing, and analyzing the relevant

Partnership financial documents; and helping with trial

preparation, both ahead of trial and during trial. Because major

points of contention in this lawsuit were the debts of the

Partnership, the ownership percentages, and the financial state of

the Partnership in general, these expert expenses were incurred by

41 reason of the litigation. Further, both Marks and Muriel brought

their professional knowledge of the expert report to aid the defense

team in person at trial.

¶ 82 We don’t discern an abuse of discretion in the trial court

determination that it was reasonable for the expert witnesses to

travel to trial, even if they didn’t both testify.

¶ 83 Because the case and its discovery was in fact complicated,

Baker Tilly properly employed multiple lower-cost team member to

analyze the complicated discovery and look into defenses for

Mr. Sharma. Further, because the expert witness and his main

associate who helped prepare the expert report traveled to Pueblo to

assist in trial preparation, we can’t conclude that the trial court

abused its discretion in awarding the full award of costs.

III. Disposition

¶ 84 For these reasons, the judgment is affirmed.

JUDGE SULLIVAN and JUDGE BERNARD concur.