Full Opinion

Cite as 2026 Ark. App. 394 ARKANSAS COURT OF APPEALS DIVISION III No. CV-24-498 ASHLEY AND JONATHAN KIRK CUPP Opinion Delivered September 9, 2026 APPELLANTS APPEAL FROM THE GREENE COUNTY CIRCUIT COURT V. [NO. 28CV-22-106] AMY AND CHAD REGISTER AND HONORABLE MELISSA BRISTOW GRETCHEN AND PHILLIP GREER RICHARDSON, JUDGE APPELLEES AFFIRMED WENDY SCHOLTENS WOOD, Judge This case arises from a business-relationship breakup in connection with a venture in recreational trampoline parks. Appellants, Jonathan “Kirk” Cupp and his now-ex-wife, Ashley Cupp, sued appellees, Phillip Greer and Chad Register and their respective spouses, Gretchen Greer and Amy Register. The Cupps sought declaratory relief and damages for breach of contract, breach of fiduciary duties, fraud, and other tortious conduct in connection with Kirk Cupp’s buyout and the business’s subsequent bankruptcy. The Greers and the Registers counterclaimed and sought contribution for amounts they paid to extinguish guaranty liability relating to the business. After a four-day bench trial, the Greene County Circuit Court dismissed and denied the Cupps’ claims, awarded the Greers and the Registers contribution without setoff, and later granted the Greers’ and the Registers’ motion for attorney’s fees. The Cupps appeal the orders of the circuit court awarding the Greers and the Registers contribution and attorney’s fees. We affirm. I. Relevant Facts In 2017, Kirk Cupp, Phillip Greer, and Chad Register formed a trampoline-park business, Church Bells, LLC, and each had a one-third equity-ownership interest in the company. Church Bells wholly owned four subsidiaries that in turn owned and operated trampoline parks in four different states. The Church Bells subsidiaries leased commercial properties for trampoline parks located in Kentucky, Ohio, South Carolina, and Pennsylvania. Cupp, Greer, and Register personally guaranteed all four commercial leases, and their spouses guaranteed two of the leases. Additionally, Cupp, Greer, and Register each personally guaranteed a $3 million commercial loan from First National Bank of Paragould (“FNB”) to Church Bells. To get the trampoline parks up and running, construction and repair work had to be completed on the commercial rental properties. In late 2018, Mulhearn Wilson Constructors, Inc., filed a lawsuit against Cupp and one of the Church Bells subsidiaries relating to a construction project at the trampoline-park facility located in South Carolina. That litigation went on until 2020, when the action was ultimately dismissed. By early 2020, Cupp had communicated to Greer and Register that he wanted out of Church Bells, and the three business partners had begun negotiating Cupp’s separation from the company. Around the same time, the Church Bells trampoline parks were 2 significantly affected by the COVID-19 pandemic, including government-mandated closures of some of the parks in April and May 2020. On April 8, 2020, Cupp, Greer, and Register executed an “Equity Purchase and Sale Agreement” (the “EPA”). Cupp agreed “to sell, transfer, assign, deliver and convey” to Greer and Register the one-third equity interest “and all other rights and incidents of ownership in the Company” held by Cupp. As consideration, Greer and Register agreed to pay Cupp a total amount of $590,000, payable in monthly payments of $20,000, beginning May 1, 2020, for one year, followed by annual payments of $70,000, beginning May 1, 2021, for the next five years. In the EPA, Section 2.5, Remedy Upon Default, the parties agreed that Cupp’s “sole remedy” upon payment default was “the exercise of a right to demand that the Buyers assign back to him the Equity Interest previously transferred pursuant to this Agreement.” Cupp agreed and understood “that under no circumstances will he be entitled to a money judgment against Chad Register and Phillip Greer, even upon default.” His “sole remedy upon default is the return to him of the ownership of the Equity Interest.” In Section 3.2, Disclosure, Cupp affirmed that he was provided with or permitted access to all information that he deemed material to formulating his decision with respect to the sale of his equity interest. The agreement notes that “[a]s a member of the Company, Kirk Cupp is very familiar with the business operations and financial status of the Company.” 3 Section 3.3(a), Cooperation with Litigation, states that Cupp “understands and recognizes that, at the time this Agreement is executed, the Company, and other limited liability companies or corporations associated with or owned by the Company, are parties, or potential parties, in multiple lawsuits involving Mulhearn Wilson Constructors, Inc., and potentially other adverse parties . . . . [the “Litigation”].” Cupp “agrees to cooperate with and participate in the Litigation[.]” Section 3.3(b) provides: “Upon the conclusion of the Litigation, either by settlement or by judgment entered by a court of competent jurisdiction and exhaustion of any associated appeal rights, the Buyers shall make good- faith efforts with the Company’s lenders to cancel or void any guaranty agreements executed by Kirk Cupp.” Section 3.6, Voluntary agreement; attorneys, confirms that Cupp entered into the EPA “of his own free will and choice” and “has consulted with an attorney and has received legal advice concerning this Agreement, or has made a knowing and voluntary decision to proceed without the advice of an attorney.” Additionally, Cupp understood and agreed “that Branch Thompson Warmath & Dale, LLC, represents the Buyers with respect to this Agreement, [and] does not represent Kirk Cupp.” Cupp received payments under the buyout agreement through July 2020. As of August 1, 2020, Greer and Register stopped making payments to Cupp. Cupp did not exercise his right under the EPA to demand the return of the previously transferred equity interest in the company. 4 By August 2020, the Church Bells trampoline parks were permanently shut down. Without revenue, the Church Bells subsidiaries were unable to pay the rent for the trampoline-park facilities. Both the Church Bells entities and the parties, as personal guarantors, were threatened with lawsuits for back rent. On August 14, 2020, Church Bells filed a petition for Chapter 7 bankruptcy. On October 8, 2020, a commercial landlord filed a lawsuit against the Church Bells subsidiary operating in Pennsylvania and the parties, as personal guarantors on the lease, seeking damages for breach of the lease and breach of the related guaranty. A default judgment in the amount of $292,885.33 was entered against the Cupps in that action on December 28, 2020. On February 18, 2021, the parties executed an agreement (the “Authorization”) authorizing Chad Register, “on their individual and collective behalf, to sign individual settlement agreements” with the landlords for the facilities in South Carolina, Ohio, Kentucky, and Pennsylvania. In the Authorization, the parties acknowledged that they had executed various guaranties securing payment of leases associated with the four Church Bells subsidiaries for rental units located in those four states. The parties further acknowledged that, as of the date of their agreement, “no firm agreement has been reached with the Pennsylvania landlord.” The Authorization sets out the details of the settlements that had been reached with the landlords in Ohio, South Carolina, and Kentucky. Regarding the settlement that had not yet been reached with the Pennsylvania landlord, the Authorization states: “Currently, the settlement amount is expected to be [between] 5 approximately $180,000.00 and $210,000.00. When and if settlement is reached, if signatures of all Guarantors are needed, Chad Register shall have authority to sign for the Guarantors.” Additionally, the Authorization includes the following “Liability of Payment and Ownership Interests” provision: The parties hereto, the Guarantors, agree that the amounts to be paid under the various leases will be paid by Chad Register (“Register”) and/or Phillip Greer (“Greer”), and that the payments will satisfy the guarantees of all Guarantors. The parties agree that such payments are not an admission by Register and Greer, or their above-named spouses, that such payments are solely theirs to bear, and they hereby reserve any right to recoup a portion of the payments from Jonathan “Kirk” Cupp (“Cupp”), and his above-named spouse; and they do not waive any defenses as to the Cupps’ claim that they be indemnified against such payments. Likewise, the Cupps reserve their argument of indemnification against the above detailed payments, and do not waive their defenses as to any argument of Registers’ and Greers’ for reimbursement. The Greers and the Registers paid the landlords in Ohio, South Carolina, and Kentucky in accordance with the settlements. And Greer and Register paid the FNB loan in full. The Cupps did not pay anything to either the landlords or FNB. The payments made by the Greers and the Registers satisfied and resolved all personal guaranties that the Cupps signed with the landlords and FNB. On March 18, 2021, the Greers and the Registers executed a judgment-sale agreement with the Pennsylvania landlord to purchase the default judgment against the Cupps for a sum of $210,000. In exchange, the Pennsylvania landlord agreed to “cease efforts to, and not attempt to recover the Default Judgment or otherwise pursue claims 6 against Defendants or Cupp under the Lease or the Guaranty[.]” Greer and Register each paid $105,000 to the landlord pursuant to the agreement. The Greers and the Registers subsequently filed a petition to register the foreign judgment in Arkansas. The Cupps thereafter filed an objection and noted their intention to file a separate action relating to (1) a claim for setoff of the unpaid balance of $530,000 resulting from Greer’s and Register’s breach of the EPA; (2) Greer’s and Register’s failure to make good-faith efforts with Church Bells’ lenders to cancel or void any guaranty agreements executed by Cupp; (3) Register’s breach of fiduciary duties created under the Authorization; and (4) Greer’s and Register’s actions in the Church Bells bankruptcy. On April 15, 2022, the Cupps filed a six-count complaint against the Greers and the Registers. Count I asserted claims for breach of contract and sought damages and attorney’s fees. Count I alleged that Greer’s and Register’s purchase of the default judgment was in breach of the Authorization and that Greer and Register breached the EPA by failing to make payments due under the agreement and by failing to use good-faith efforts to release Cupp from personal guaranties signed on behalf of Church Bells and the subsidiaries. Count II alleged that Greer and Register breached fiduciary duties created under the Authorization when they purchased the Pennsylvania default judgment and then initiated the foreign-judgment action. Count III asserted a deceptive-trade-practices claim, alleging that Greer and Register knowingly took advantage of the Cupps or engaged in other unconscionable, false, or deceptive conduct in business by (1) signing the EPA, (2) 7 filing the Church Bells bankruptcy, and (3) inducing and procuring the Authorization to induce the Cupps to believe the Pennsylvania judgment would be resolved for their benefit. Count IV asserted fraud, alleging that the Greers and the Registers induced the Cupps to reasonably rely on the express provisions of the Authorization and on representations made in connection with the Authorization, including statements made under oath before the bankruptcy court, only to take actions in frustration of the Authorization’s purpose. Count V sought declaratory relief, alleging that (1) Greer’s and Register’s actions demonstrated lack of good-faith efforts to remove the Cupps from the guaranty liability in violation of the EPA; (2) filing the Church Bells bankruptcy and then breaching the Authorization by purchasing the default judgment and initiating the foreign-judgment action reflects bad faith on the part of Greer and Register; and (3) the bankruptcy filing further tied up and wasted funds of Church Bells and the subsidiaries. Count V sought a judicial declaration that the Cupps owe nothing to the Greers and the Registers, by way of contribution or otherwise, related to the guaranty liability because of “the foregoing examples of bad faith, breach of contract, breach of fiduciary duty, deceptive trade practices, fraud, and failure to take reasonable good faith efforts to release [the Cupps] from the Guarantee Liability.” Count V, in the alternative, requested a judicial declaration that the Cupps are liable only for the amount of contribution minus a setoff sum for (1) damages for breach of the EPA ($530,000), (2) further “unnecessary expenses” relating to the Church Bells bankruptcy ($44,000) and the foreign-judgment action ($10,000), and (3) 8 Church Bells funds that were imposed with administration fees in the bankruptcy ($82,000). Count VI sought an injunction prohibiting the Greers and the Registers from pursuing the foreign-judgment action against the Cupps.1 In an amended complaint filed June 2, 2023, the Cupps asserted three additional causes of action. Count VII alleged that the “acts, conduct, misrepresentations, and omissions” of Greer, Register, and business consultant Joshua Clark in negotiating the EPA constitute violations of the fraud provision of the Arkansas Securities Act. Count VIII alleged that Greer and Register breached fiduciary duties owed to Cupp by failing to disclose conflicts of interest and significant and material facts concerning Church Bells and by taking actions to injure Cupp in connection with the hiring of business consultant Joshua Clark. Count IX asserted a civil-conspiracy claim alleging that Greer, Register, and Clark knowingly conspired to defraud and dispossess Cupp of his interest in Church Bells without the benefit of full disclosure, intentionally interfering with his ability to fairly negotiate the sale of his interest in the company. In a second amended complaint filed January 5, 2024, the Cupps asserted a tenth cause of action. Count X, asserting malicious prosecution, sought punitive damages and 1 The Greers and the Registers ultimately voluntarily dismissed the petition to register a foreign judgment, and the Pennsylvania default judgment was never registered in Arkansas. 9 alleged that the Greers’ and the Registers’ actions in filing the foreign-judgment petition were “willful, malicious, not well-founded under applicable law, and reckless.” The Greers and the Registers counterclaimed for an award of contribution against the Cupps in a total amount of $725,103.08, which represented the Cupps’ proportionate share of the guaranty liability paid by the Greers and the Registers to the landlords and FNB. The circuit court conducted a four-day bench trial from January 29 to February 1, 2024. At the conclusion of the Cupps’ case-in-chief, the Greers and the Registers moved for a directed verdict. The circuit court acknowledged, and counsel for the Cupps agreed, that the evidence presented in the Cupps’ case-in-chief addressed “everything,” including their affirmative claims, their requests for declaratory relief, and their counterclaim defenses. The circuit court said that it would wait until all evidence had been presented to consider the claims for declaratory relief and counterclaim relating to contribution. The circuit court then heard the Greers’ and the Registers’ motion for directed verdict as to the Cupps’ affirmative claims for breach of fiduciary duties, fraud, malicious prosecution, breach of contract, violation of the Arkansas Securities Act, and civil conspiracy. The circuit court granted the motion in part and dismissed all but one of the affirmative claims under Arkansas Rule of Civil Procedure 50(a).2 The circuit court denied the motion as to 2 The Cupps’ claim for injunctive relief relating to the foreign judgment was resolved before trial after the Greers and the Registers dismissed the foreign-judgment petition. The Cupps’ deceptive-trade-practices claim also was resolved before trial on summary judgment. 10 the claim for breach of the EPA because it was “intricately tied” to the remaining issues concerning contribution. At the conclusion of all proof at trial, the circuit court denied the Greers’ and the Registers’ renewed motion for directed verdict, and the parties’ counsel made closing arguments. Counsel for the Cupps argued, in relevant part, as follows: And finally, I’ll just note that contribution ultimately is an equitable remedy, and while I appreciate and understand the Court’s ruling yesterday with regard to the [Cupps’] affirmative causes of action, irrespective of those issues I would note for the Court that the [Cupps] believe that there was ample evidence of actions that were taken by the [Greers and the Registers] that were themselves if not bad faith, at least inequitable, and that unclean hands and those issues ought to be weighed as to any contribution award that this court should make. Although we believe there is none because the agreement modified that and changed the relationship by and between the parties. In response, counsel for the Greers and the Registers argued that “given the Court’s directed verdicts yesterday there’s no conduct of the parties that was inequitable that would be considered for any contribution claim.” The circuit court thereafter issued its rulings on the three remaining issues: breach of the EPA, contribution, and setoff. The circuit court found that Greer and Register did not violate the EPA. Specifically, the circuit court found that Greer and Register did not violate Section 2.5 when they failed to make payments to Cupp or when they filed bankruptcy for Church Bells. The circuit court found, as to Section 3.3(b), that Greer and Register made the requisite good-faith efforts when Register asked FNB to cancel Cupp’s personal guaranty. Further, the guaranties that the Cupps signed with FNB and the landlords were resolved by the payments of the Greers and the Registers. The circuit court 11 also rejected the Cupps’ contention, based on Section 3.3(b), that Greer and Register waived their rights to contribution. The circuit court found that the same was true with respect to the Authorization agreement, in which all parties expressly preserved and acknowledged their continued rights against one another. The circuit court concluded that the Greers and the Registers paid more than their pro rata share of the guaranteed liability and were thus entitled to the full amount of contribution claimed against the Cupps. 3 On February 23, 2024, the circuit court entered a judgment incorporating its bench rulings. 4 On March 5, 2024, the Greers and the Registers filed a motion for attorney’s fees under Arkansas Code Annotated section 16-22-308 (Repl. 1999). The circuit court granted the motion and entered an order and judgment on May 14, 2024, awarding fees as requested in the amount of $220,167. The circuit court set out the following findings on attorney’s fees in a letter order filed May 6, 2024: This motion is granted, as an award of attorney fees to the prevailing party in a breach of contract suit is appropriate under applicable law and as specifically provided for by A.C.A. 16-22-308. There is no dispute that [the Greers and the Registers] are the prevailing party in this action. Therefore, the next question is whether this lawsuit is based primarily in contract. See Jiles v. Union Planters Bank, 90 Ark. App. 245, 205 S.W.3d 187 (2005). 3 The circuit court noted that there was no disagreement as to the amounts that the Greers and the Registers paid to extinguish the guaranty liability. 4 The circuit court noted that the Greers and the Registers had requested an award of prejudgment interest as part of the judgment and that it would defer consideration and allow the parties time to submit briefs on the issue. On May 14, 2024, the circuit court entered an order and judgment awarding prejudgment interest. The Cupps do not appeal that award. 12 In the Complaint filed April 15, 2022, [the Cupps] sought declaratory relief that they had no liability to [the Greers and the Registers] by way of contribution or, alternatively, to fix and determine the amount of [the Cupps’] guaranty liability to [the Greers and the Registers]. (Complaint at 1). The Complaint then explains “the basis for [the Cupps’] request” for declaratory judgment, alleging (a) [Greer’s and Register’s] breach of the Equity Purchase Agreement (EPA); (b) [the Greers’ and the Registers’] breach of the Authorization; (c) [Greer’s and Register’s] “false or misleading testimony” in the bankruptcy case related to the alleged breach of the Authorization; and (d) [Greer’s and Register’s] breach of fiduciary duty related to the Authorization. Id. Additional counts in the Complaint include (1) Breach of Contract (alleging breach of the EPA and the Authorization); (2) Breach of Fiduciary Duty (as related to the Authorization); (3) Deceptive Trade Practices (related in part to the EPA and the Authorization); and (4) Fraud (related to alleged representations associated with the Authorization). In June, 2023, [the Cupps] filed an Amended Complaint adding Josh Clark and his company as parties. In January, 2024, [the Cupps] filed a Second Amended Complaint adding a cause of action for malicious prosecution. [The Greers and the Registers] counterclaimed for contribution. Here, the evidence at trial established that the alleged breaches of the EPA and Authorization were the bulk of [the Cupps’] action, despite the other pleaded claims. Indeed, the conduct, actions, or inactions of the parties related to these agreements dominated the evidence at trial. Additionally, while [the Greers’ and the Registers’] counterclaim for contribution is not based in contract, all of the controversy surrounding the right of contribution stemmed from [the Cupps’] claims incident to the contracts. Accordingly, the Court finds that the [Cupps’] lawsuit was based primarily in contract. The Cupps now appeal, arguing three points for reversal: (1) the circuit court misapplied the principles of equity in finding that the Greers and the Registers are entitled to contribution from the Cupps; (2) the circuit court misapplied the principles of equity in finding that the Cupps are not entitled to a setoff; and (3) the attorney’s-fee award must be 13 reversed. We affirm both the award of contribution without setoff and the award of attorney’s fees. II. Standards of Review The standard of review on appeal from a bench trial is whether the circuit court’s findings were clearly erroneous or clearly against the preponderance of the evidence. City of Rockport v. City of Malvern, 2010 Ark. 449, at 6, 374 S.W.3d 660, 663. A finding is clearly erroneous when, although there is evidence to support it, the reviewing court on the entire evidence is left with a firm conviction that an mistake has been made. Id., 374 S.W.3d at 663. Facts in dispute and determinations of credibility are solely within the province of the fact-finder. Id., 374 S.W.3d at 663. Issues of statutory construction are reviewed de novo. Id., 374 S.W.3d at 663. We are not bound by the circuit court’s interpretation of law, but “in the absence of a showing that the circuit court erred in its interpretation of law, that interpretation will be accepted as correct on appeal.” Id., 374 S.W.3d at 663. The decisions to award attorney’s fees and the award amount are discretionary and will be reversed only if the appellant can demonstrate an abuse of discretion. Perry v. Baptist Health, 368 Ark. 114, 116, 243 S.W.3d 310, 313 (2006). Our supreme court has recognized “the superior perspective of the trial judge in determining whether to award attorneys’ fees.” Id., 243 S.W.3d at 312. Where the issue is one of law, however, our review is de novo. Vowell v. Waldrip Lands, LLC, 2025 Ark. App. 523, at 6, 722 S.W.3d 801, 810. 14 Appellate courts give no deference to circuit courts on matters of law. Freeman v. Rushton, 360 Ark. 445, 449, 202 S.W.3d 485, 487 (2005). III. Discussion A. Contribution For their first point on appeal, the Cupps argue that the circuit court misapplied the principles of equity in finding that the Greers and the Registers are entitled to contribution from the Cupps. The right of contribution among co-guarantors is well settled. Wroten v. Evans, 21 Ark. App. 134, 136–37, 729 S.W.2d 422, 424 (1987). In Hazel v. Sharum, 182 Ark. 557, 32 S.W.2d 315 (1930), the supreme court held that an obligation created by the obligors jointly liable on a promissory note, one of whom subsequently paid the entire obligation, entitled the payor to contribution by the others on an implied obligation. The court said: Here the appellees, having paid the whole amount of the debt for which all were jointly liable, were entitled to maintain an action for contribution against the joint makers of the note, not on the note, but on the contract which the law implies, an obligation worked out by courts of equity to do exact justice between the parties. Id. at 559, 32 S.W.2d at 316. Thus, the right of action for contribution accrues when one surety pays more than his share of the common liability. Pennington v. Karcher, 171 Ark. 828, 286 S.W. 969, 970 (1926); see also Halford v. S. Cap. Corp., 279 Ark. 261, 263–64, 650 S.W.2d 580, 582 (1983) (holding that appellants were liable for their individual proportionate share of the amount paid by the appellee to extinguish joint indebtedness on 15 note). These equitable principles are codified in Arkansas Code Annotated section 16-107- 304(a) (Repl. 2016), which provides: When there are two (2) or more securities in the bond, bill, or note and any of them shall pay in money or property more than his or her due proportion of the original demand, the security may recover the excess in the same form of action as provided in this subchapter for a security against the principal debtor. The Cupps do not dispute the circuit court’s findings that the parties executed personal guaranties in connection with the commercial leases and bank loan, that the Greers and the Registers paid the whole amount of debt relating to such guaranties to extinguish the common liability, and that the Cupps paid nothing. Nevertheless, they argue that the circuit court’s award of contribution for their pro rata share of the paid-off debt should be reversed. They contend that the circuit court committed reversible error because it considered only whether the Greers’ and the Registers’ conduct was in breach of the terms of the parties’ agreements and failed to consider other “alleged inequitable conduct.” We disagree. Virtually all the claims asserted by the Cupps alleged, in some form or fashion, that the Greers and the Registers engaged in “inequitable conduct,” had “unclean hands,” or otherwise acted in “bad faith.” Indeed, the Cupps, in opposition to the request for attorney’s fees, represented that their case “focused almost exclusively on [the Greers’ and the Registers’] alleged inequitable and tortious conduct towards [the Cupps] as a basis to reduce or eliminate any contribution awarded to [the Greers and the Registers].” And the Cupps acknowledged at trial that their breach-of-contract claims and equitable claims and 16 defenses relating to contribution were “intertwined” and not easily “pulled apart.” The arguments and rulings below, including the dismissal of the Cupps’ claims at directed verdict and concomitant findings of the circuit court—which are not challenged on appeal— leave no doubt that the circuit court considered and found that there was insufficient proof of bad faith or inequitable conduct by the Greers and the Registers to support any defense to contribution. On this record, we cannot say that the circuit court clearly erred in finding that the Greers and the Registers were entitled to contribution. B. Setoff Similarly, in their second point, the Cupps argue that the circuit court misapplied the principles of equity in rejecting their claim of entitlement to a setoff against the contribution award. Again, they contend that the circuit court focused on “the contract defenses” and failed to make factual findings about “inequitable conduct and associated possible setoff claims.” According to the Cupps, the circuit court “was required to address the equitable considerations supporting a setoff of some obligations [Register] and [Greer] owed [Cupp] against any contribution claim running the other way.” Their argument is not persuasive. The doctrine of setoff arises from mutual obligations or liabilities among parties. W. Coal & Min. Co. v. Hollenback, 72 Ark. 44, 80 S.W. 145, 146 (1903); see also Collier v. Dyer, 27 Ark. 478, 478 (1872) ("[T]o authorize a set-off, the debts must be mutual and due to and from the same parties."). In Arkansas, there is no right to a setoff when there is no sufficient proof of a legal claim. Coats v. Milner, 134 Ark. 311, 314, 203 S.W. 701, 702 17 (1918). For example, “[j]udgments for the recovery of money may be set off against each other, having due regard to the legal and equitable rights of all persons interested in both judgments.” Ark. Code Ann. § 16-65-603(a) (Repl. 2025). As with the primary issue of contribution, the Cupps’ claim for a setoff was based on the same allegations as their affirmative claims that were dismissed at directed verdict and their breach-of-contract claim that was resolved at the conclusion of the trial. The parties even addressed the issue of setoff in their directed-verdict arguments. In any case, the circuit court, upon consideration of all the evidence, found that there were no obligations the Greers and the Registers owed the Cupps to set off from the contribution award. The Greers and the Registers paid the common debt liability in full, and the Cupps paid nothing. Further, the Cupps lost all their legal claims in the circuit court, and they do not challenge those decisions by the circuit court on appeal. Among other things, the circuit court found that Kirk Cupp was not entitled to any additional payments under the EPA—a finding that is not challenged on appeal. In short, there simply was not a legal claim, right, or cause of action to support a setoff. Accordingly, the circuit court properly rejected the Cupps’ setoff claim. C. Attorney’s Fees For their third and final point, the Cupps argue that the circuit court abused its discretion in awarding attorney’s fees under Arkansas Code Annotated section 16-22-308. (Repl. 1999). They contend that the fee award should be reversed because the Greers and 18 the Registers “prevailed below on an equitable claim that is not among those entitling a party to an award of attorneys’ fees under Arkansas law.” Additionally, they argue that the circuit court erred “in considering the claims brought by the [Greers and the Registers] below, when the [Greers and the Registers] were not the prevailing party.” They further contend that the fee award was improper because the action was for declaratory judgment. Alternatively, they argue that if the fee award is upheld, this court should remand with an instruction for the circuit court “to make findings about which fees were properly allocable to a contract claim and which were not” and to limit recovery to those fees incurred in connection with contract claims. Their arguments are unavailing. It is well established that attorney’s fees are not allowed except when authorized by statute. Chrisco v. Sun Indus., Inc., 304 Ark. 227, 229, 800 S.W.2d 717, 718 (1990). Arkansas allows the prevailing party “[i]n any civil action to recover on . . . breach of contract” reasonable attorney’s fees to be assessed by the court and collected as costs. Ark. Code Ann. § 16-22-308. Here, the Cupps sought declaratory relief and asserted breach-of-contract claims and other noncontract claims. The fact that the complaint sought declaratory relief and asserted noncontract claims along with breach-of-contract claims does not preclude an award of attorney’s fees under section 16-22-308. In instances in which both contract and noncontract claims are pursued, we have held that fees are proper under section 16-22-308 only when the action is based primarily in contract. See DWB, LLC v. D&T Pure Tr., 2018 Ark. App. 283, at 14, 550 S.W.3d 420, 430 (affirming fee award under section 16-22-308 19 in mixed contract/tort case and noting that several of appellants’ requests for declaratory relief were based in contract); see also Patton Hosp. Mgmt., LLC v. Bella Vista Vill. Coopershares Owners Ass’n, Inc., 2016 Ark. App. 281, at 11, 493 S.W.3d 798, 805–06 (“[W]here multiple claims are advanced—including a breach-of-contract claim—an attorney’s fee award is proper when the action is primarily based in contract.”). Further, contrary to the Cupps’ argument, “a successful defendant in a contract action may be considered a ‘prevailing party’ for the purposes of Ark. Code Ann. § 16-22-308.” Perry v. Baptist Health, 368 Ark. 114, 117, 243 S.W.3d 310, 313 (2006) (emphasis added). As set out above and in the circuit court’s rulings, the Cupps sued the Greers and the Registers to recover damages. Their leading cause of action, set out in Count I of the complaint, was breach of contract arising from two agreements between the parties: the EPA and the Authorization. The Cupps asserted additional noncontract claims, which stem from the EPA and/or Authorization. The claims for breach of fiduciary duty were based on the Authorization and negotiations for the EPA. The civil-conspiracy claim alleged intentional conduct in connection with the negotiation of the EPA. The deceptive- trade-practices claim was based on the Authorization and the EPA. The fraud claims related to the Authorization. The claim for violations of the Arkansas Securities Act was based on the EPA and sought return of payments that were not made under that agreement. The claim for malicious prosecution pertained to the petition to register the foreign judgment, which the Cupps alleged was filed in violation of the Authorization. The Cupps also sought declaratory and injunctive relief based on the EPA and the 20 Authorization. And the Cupps’ defenses to the Greers’ and the Registers’ counterclaim for contribution largely hinged on interpretation of the parties’ agreements. The circuit court properly found that the action was based primarily in contract. We likewise reject the Cupps’ alternative argument. As demonstrated, this is not a case in which the contract claims are “easily separable” from the noncontract claims and counterclaim for fee purposes. Cf. Bollinger v. Farm Credit Midsouth, PCA, 2026 Ark. App. 167, at 15, 734 S.W.3d 252, 260 (noting that “this does not appear to be a case where time spent on the contract action was so intertwined with time spent defending the tort counterclaims that the two cannot be separated for fee purposes”). Rather, the breach-of- contract claims and other claims are “intertwined” such that “to clearly separate the time spent for pursuing the counterclaim versus what was spent for defending the complaint [would be] almost impossible.” Am. Express Bank, FSB v. Davenport, 2017 Ark. App. 105, at 6–7, 513 S.W.3d 880, 884–85 (upholding entire fee award under section 16-22-308 where the circuit court noted that counterclaim was “intertwined” and an “integral part” of prevailing party’s successful defense against a breach-of-contract claim); see also Patton Hosp. Mgmt., LLC, 2016 Ark. App. 281, at 11, 493 S.W.3d at 806 (upholding fee award under section 16-22-308 where resolution of mixed contract/noncontract claims hinged on interpretation of two contracts). Again, the Cupps’ own attorney expressly acknowledged that the Cupps’ “breach of contract position relative to the EPA . . . is so intricately entwined with our declaratory judgment request and the counterclaim based on contributions, so as to not really be able to be pulled apart.” 21 The circuit court properly found that the Greers and the Registers were the prevailing parties in an action based primarily in contract and did not abuse its discretion in awarding attorney’s fees as requested under section 16-22-308. Accordingly, we affirm the fee award in full. Affirmed. VIRDEN and BROWN, JJ., agree. Fuqua Campbell, P.A., by: John T. Adams; and Keech Law Firm, PA, by: Kevin Keech, for appellants. Puryear Mayfield & McNeil, P.A., by: Jeffrey W. Puryear, Mark Mayfield, and Roger McNeil, for appellees. 22