The Indiana Supreme Court ruled on a commercial real estate partnership dispute that highlights the importance of written agreements in business ventures, issuing its decision in *Andrew Nemeth Properties, LLC v. William A. Panzica* on Nov. 6, 2025.
The case centered on a failed business relationship between Andrew Nemeth, a commercial real estate broker and consultant, and the Panzica brothers—William, Thomas, and Philip—who own an architecture and construction company. The parties had planned to form a limited liability company to acquire, develop, and lease commercial real estate for shared profits.
According to the opinion written by Justice Molter, the business partners failed to document their arrangement in writing. When they formed the LLC, they did not sign an agreement or confirmation identifying the company's members, setting the stage for the legal dispute that followed.
The relationship deteriorated when the Panzica brothers accused Nemeth of defrauding them by allegedly forging the property's purchase agreement and swindling them out of a commission. In response to these accusations, the Panzicas backdated an operating agreement that excluded Nemeth from LLC membership entirely.
Nemeth denied any forgery and argued that the Panzicas improperly cut him out of what he characterized as a lucrative development deal that he had brought to their attention. The commercial real estate broker maintained that he was entitled to his share of the profits as originally planned.
Seeking legal recourse, Nemeth filed suit against the Panzica brothers, bringing claims for breach of contract and unjust enrichment. He argued that despite the lack of written documentation, the parties had formed a binding agreement that entitled him to membership in the LLC and a share of the development profits.
The trial court in Marshall Circuit Court, presided over by Judge Curtis Palmer, ruled in favor of the Panzica brothers. The court granted summary judgment on the contract claim, reasoning that Nemeth was not an LLC member because his interest was not confirmed in writing, as required by law.
The case then proceeded through the appellate process, first reaching the Indiana Court of Appeals under case number 23A-PL-1383. The Indiana Supreme Court subsequently granted a petition to transfer the case for its review, assigning it Supreme Court Case No. 24S-PL-356.
Oral arguments were heard on Dec. 5, 2024, before the Indiana Supreme Court justices considered the complex issues surrounding LLC formation, membership requirements, and the enforceability of verbal business agreements in commercial real estate ventures.
The Supreme Court opinion was authored by Justice Molter, with Chief Justice Rush and Justices Massa, Slaughter, and Goff concurring in the decision. The court's ruling addressed fundamental questions about business formation requirements and the protection of parties' interests in commercial real estate development projects.
This case illustrates the critical importance of proper documentation in business partnerships, particularly in the commercial real estate sector where large sums of money and complex development projects are involved. The dispute between Nemeth and the Panzicas demonstrates how the absence of written agreements can lead to costly litigation and uncertain outcomes.
The legal battle spanned multiple years, progressing from the trial court level through the appellate courts before reaching Indiana's highest court. The extended litigation likely involved substantial legal costs for all parties involved in what began as a collaborative business venture.
For commercial real estate professionals and business owners, the case serves as a reminder of the necessity of documenting partnership arrangements, LLC membership interests, and profit-sharing agreements in writing. The Indiana Supreme Court's decision provides guidance on how courts will interpret and enforce business relationships when formal documentation is lacking.
The ruling also addresses important issues related to LLC formation requirements under Indiana law, particularly the standards for confirming membership interests and the consequences of failing to properly document such arrangements.
The case highlights the potential risks faced by real estate brokers and developers who enter into informal partnerships without adequate legal protections. It also demonstrates how business relationships can quickly deteriorate when trust breaks down and parties make conflicting claims about their original agreements.
Moving forward, the decision will likely influence how commercial real estate professionals structure their business relationships and the level of documentation they require before proceeding with joint development projects. The case emphasizes that verbal agreements, while potentially valid in some circumstances, face significant challenges in court when disputes arise.
The Indiana Supreme Court's ruling in *Nemeth v. Panzica* represents a significant development in commercial real estate law and business partnership disputes within the state's legal framework.