                       IN THE SUPREME COURT OF THE STATE OF NEVADA


                SIERRA SITE SOLUTIONS, LLC, A                       No. 64834
                NEVADA LIMITED LIABILITY
                COMPANY,
                Appellant,
                vs.
                SRS LIQUIDATION, LLC, A NEVADA
                LIMITED LIABILITY COMPANY;
                OPPIO-CAPURRO PROPERTIES, LLC, A                          FILED
                NEVADA LIMITED LIABILITY
                COMPANY; SIERRA RESTROOM                                  JAN I 5 2016
                SOLUTIONS, LLC; SWEEP NEVADA,                           TRACE K. LINDEMAN
                                                                     CLER      UPREME COURT
                LLC; HIGH SIERRA SWEEPING, LLC;                      BY
                CHARLES OPPIO, AN INDIVIDUAL;                             DEPUTY CLERK


                KEITH CAPURRO, AN INDIVIDUAL;
                BRAD CAPURRO; CLINTON CAPURRO;
                AND CHAD BELDING,
                Respondents.

                SRS LIQUIDATION, LLC, A NEVADA
                LIMITED LIABILITY COMPANY;
                OPPIO-CAPURRO PROPERTIES, LLC, A
                NEVADA LIMITED LIABILITY
                COMPANY; AND KEITH CAPURRO, AN
                INDIVIDUAL,
                Cross-Appellants
                vs.
                SIERRA SITE SOLUTIONS, LLC, A
                NEVADA LIMITED LIABILITY
                COMPANY; AND PAUL PHILLIPS, AN
                INDIVIDUAL,
                Cross-Respondents

                                  ORDER AFFIRMING IN PART,
                              REVERSING IN PART AND REMANDING
                           This is an appeal and cross-appeal from a district court
                judgment in a breach of contract action. Second Judicial District Court,
                Washoe County; Patrick Flanagan, Judge.
SUPREME COURT
      OF
    NEVADA

(0) 1947A                                                                                -    S2_
                               Appellant/cross-respondent Sierra Site Solutions, LLC (SSS)
                   purchased portable toilet and street sweeping businesses from the seller
                   respondents/cross-appellants. A year after the purchase, SSS stopped
                   paying on a promissory note and the sellers filed the underlying action.
                   The district court entered judgment in favor of the sellers and concluded
                   that SSS had breached the promissory note and that the sellers had not
                   breached their representations in the asset purchase agreement regarding
                   their financial records and their top 30 clients' indications regarding any
                   intention to materially decrease their business. The district court,
                   however, did not award the sellers $18,973.95 for accounts receivable they
                   asserted SSS had collected and owed to them. Nevertheless, the district
                   court did award the sellers attorney fees and costs under the promissory
                   note.
                               Having reviewed the parties' arguments and the record on
                   appeal, we conclude that substantial evidence supports the district court's
                   conclusions that the sellers did not breach their representations.'        See
                   Sowers v. Forest Hills Subdivision, 129 Nev., Adv. Op. 9, 294 P.3d 427,
                   432 (2013) (providing that this court will uphold the district court's factual
                   findings as long as they are supported by substantial evidence). The
                   parties' asset purchase agreement provided that the financial records
                   fairly represented the financial condition of the sellers' businesses. A
                   $28,735 mislabeled record in an almost million-dollar sale is not


                          "Both sides have attached excerpts of the trial transcript that do not
                   include indications of the identities of the witnesses testifying. Appellant
                   is responsible for making an adequate appellate record, and when
                   "appellant fails to include necessary documentation in the record, we
                   necessarily presume that the missing portion supports the district court's
                   decision." Cuzze v. Univ. & Cmty. Coll. Sys. of Nev., 123 Nev. 598, 603,
                   172 P.3d 131, 135 (2007).
SUPREME COURT
      OF
    NEVADA
                                                         2
(0) 1947A )466Y0
                  substantial evidence that the sellers failed to fairly represent the
                  businesses' financial conditions. Further, there was no evidence that any
                  of the sellers' top 30 clients had actually indicated to sellers that they
                  would stop or materially decrease their business. Thus, we affirm the
                  district court's findings that sellers did not breach these representations in
                  the asset purchase agreement.
                              We, however, conclude that substantial evidence does not
                  support the district court's finding that the sellers failed to prove that SSS
                  owed them $18,973.95 in accounts receivable. Sowers, 129 Nev., Adv, Op.
                  9, 294 P.3d at 432. In its answer to the complaint, SSS admitted to the
                  allegation that it had "collected on some outstanding accounts receivable
                  that are owed to [sellers]." The businesses' office manager testified that
                  SSS had collected the requested amount in accounts receivable on the
                  sellers' behalf and never paid that amount to the sellers. Thus,
                  substantial evidence does not support the district court's finding and we
                  reverse the district court's denial of the sellers' claim for $18,973.95 in
                  accounts receivable. Sowers, 129 Nev., Adv. Op. 9, 294 P.3d at 432.
                               Additionally, we conclude that the district court abused its
                  discretion in awarding attorney fees and costs to the sellers.   Gunderson v.

                  D.R. Horton, Inc., 130 Nev., Adv. Op. 9, 319 P.3d 606, 615 (2014)
                  (explaining that this court reviews an award of attorney fees for an abuse
                  of discretion). The district court awarded these fees and costs under the
                  promissory note to which only SSS and respondent/cross-appellant Oppio-
                  Capurro Properties, LLC were parties. 2 While the district court has the


                               the sellers assert that the district court awarded them
                         2 While
                  attorney fees and costs under the promissory note as well as NRS
                  18.010(2)(b) and NRCP 37(c)(2), the district court's findings of fact,
SUPREME COURT
                  conclusions of law, and judgment only awarded fees and costs under the
         OF                                                        continued on next page...
     NEVADA
                                                     3
(0 ) 1947T    e
                 discretion to award all of the sellers' incurred fees and costs, it must first
                 attempt to apportion the fees and costs associated with enforcing the
                 promissory note from the rest of the fees and costs incurred in this case
                 and then make specific findings regarding the circumstances of the case
                 that make apportionment impracticable. Mayfield v. Koroghli, 124 Nev.
                 343, 353, 184 P.3d 362, 369 (2008). Because the district court did not
                 make findings regarding the practicability of apportioning the fees and
                 costs, we reverse and remand this matter to the district court. 3
                               It is so ORDERED.


                                                      fa-cc
                                          Hardesty

                                                                    debt ay
                                                                          '              ,J.
                 Saitta                                      Pickering      )


                 CC:      Hon. Patrick Flanagan, District Judge
                          Robert L. Eisenberg, Settlement Judge
                          Snell & Wilmer, LLP/Reno
                          Robertson, Johnson, Miller & Williamson
                          Washoe District Court Clerk


                 ...continued
                 promissory note and the district court's order regarding the amount of
                 attorney fees and costs did not change or expand upon what grounds the
                 court was awarding fees and costs.

                                  we reverse on these grounds, we need not address SSS's
                          3 Because
                 argument that the attorney fees award was unreasonable because only a
                 portion of the fees were actually billed to the sellers. See Miller v. Burk,
                 124 Nev. 579, 588-89 & n.26, 188 P.3d 1112, 1118-19 & n.26 (2008)
                 (explaining that this court need not address issues if they are unnecessary
                 to resolve the case at hand).
SUPREME COURT
        OF
     NEVADA
                                                        4
(0) 1947A    e
