Full Opinion

Pursuant to Ind. Appellate Rule 65(E), the trial court and parties shall not take any action in reliance upon this Opinion until it is certified. IN THE Court of Appeals of Indiana Deluxe Detail LLC, FILED Oct 30 2026, 10:23 am Appellant CLERK Indiana Supreme Court Court of Appeals v. and Tax Court Avis Budget Car Rental, LLC, Appellee October 30, 2026 Court of Appeals Case No. 26A-SC-1327 Appeal from the St. Joseph Superior Court The Honorable Matthew R. Raper, Magistrate Trial Court Cause No. 71D07-2510-SC-6555 Opinion by Judge Brown Judges Kenworthy and Scheele concur. Court of Appeals of Indiana | Opinion 26A-SC-1327 | October 30, 2026 Page 1 of 15 Brown, Judge. [1] Deluxe Detail LLC (“Deluxe”) appeals the judgment of the small claims court. Deluxe claims the court erred in not awarding late fees and prejudgment interest. We affirm. Facts and Procedural History [2] On October 14, 2025, Deluxe filed a Notice of Claim against Avis Budget Car Rental, LLC (“Avis”) requesting judgment in the sum of $10,000 and alleging: “[Deluxe] performed auto detailing services for [Avis] with payment terms Net30, invoice dates 05/30/2024, 06/03/2024, 09/10/2024, 12/23/2024, 04/23/2025, and 05/12/2025, with a total past-due amount of $7,250.00. To date, no payment has been received, and late fees have accrued.” Appellant’s Appendix Volume II at 13. On December 4, 2025, Deluxe filed a motion for default judgment stating that it sought “judgment in the amount of $10,000.00, which represents payment for auto detail services performed by [Deluxe] to [Avis], cost of action, late payment penalty, and associated fees.” Id. at 15. On December 8, 2025, the court granted the motion. On February 13, 2026, Avis filed a motion to set aside default judgment arguing that Deluxe had not presented evidence to support damages in the amount of $10,000. The court granted Avis’s motion to set aside default judgment. Deluxe filed a “Motion to Correct Error,” which the court denied. Id. at 55. [3] On March 24, 2026, the small claims court held a trial. Deluxe introduced and the court admitted six invoices and a summary spreadsheet of the six invoices Court of Appeals of Indiana | Opinion 26A-SC-1327 | October 30, 2026 Page 2 of 15 showing amounts due totaling $7,250. 1 Deluxe also introduced a “Late Fee Policy” which stated: 1. Payment Terms All invoices issued by Deluxe Detail LLC are due and payable on or before the stated due date listed on the invoice. Any unpaid balance not received by the due date shall be deemed past due. Deluxe Detail reserves the right to customize a penalty fee to any overdue invoice based on the type of invoice, quantity of invoices, and dollar amount on each invoice. The following schedule is a template for late fees. 2. Late Fee Schedule If payment is not received by the due date, the following late fees shall apply to the outstanding balance: • After 1 month (30 days) past the due date: a $50 late fee will be applied. • After 2 months (60 days) past the due date: an additional $50 late fee will be applied on top of any previous late fees. • After 3 months (90 days) past the due date: a $200 late fee will be applied on top of any previous late fees and can be applied monthly, following the 180 day mark. • After 6 months (180 days) past the due date: a $500 late fee will be applied on top of any previous late fees and can be applied monthly, following the 180 day mark. • After 12 months (365 days) past the due date: a $1,000 late fee will be applied on top of any previous late fees. 1 The invoices are identified by invoice numbers 2027E, 2030E, 546D, 861D, 1143B, and 1217B. Court of Appeals of Indiana | Opinion 26A-SC-1327 | October 30, 2026 Page 3 of 15 Following the one-year mark, additional late fees may continue to accrue on a monthly basis at the company’s discretion if the account remains unpaid. Exhibits Volume III at 3. [4] Randy Moore testified that he was the owner of Deluxe, that Deluxe began working with Avis in 2023, and that it performed 150 to 200 transactions for Avis. Moore testified, “[t]here were several [invoices] that went unpaid for months in the 150-some vehicles that we did” and “[t]he listed invoices are copies of invoices that are currently left unpaid or overdue.” Transcript Volume II at 15. When asked with respect to Invoice 546D, “[n]o payments have been made on that one,” Moore testified, “Correct. I did receive a check the other day, but per this lawsuit, I did not open it. Well, I saw the amount, but I did not associate the credit. So I’m not sure the latest check what it would be granted towards. We received two checks in the last week.” Id. at 24. [5] On cross-examination, Moore indicated that he did not have information regarding whether Deluxe’s website contained the Late Fee Policy in May, June, or September of 2024. With respect to Invoice 546D, Avis’s counsel asked, “is it fair to say that we actually don’t know if a payment has been made on this one,” and Moore testified, “[i]t’s fair to say that we have a check. But if you would like the long answer, the checks are mailed to my official business address, which is my mother’s house, and I do not currently live there. So I was simply texted that a check for $1,150 was sent in to me, and I said, ‘Please hold on to it as we are having a lawsuit.’” Id. at 33. With respect to Invoice Court of Appeals of Indiana | Opinion 26A-SC-1327 | October 30, 2026 Page 4 of 15 861D, Avis’s counsel asked, “this is the same situation as the last one where the check may or may not have been,” Moore answered “[t]hat one we have a picture of the check here with us today . . . for $1,150,” Avis’s counsel asked “[s]o [] that [] would cover the original amount of services plus a little bit; right,” and Moore replied “[y]eah, plus some of the late fees.” Id. at 34. When asked, “if we look at these invoices . . . they’re not always applied exactly as laid out by this late fee policy,” Moore answered, “Yes. I gave a lot of leniency.” Id. at 35. When asked, “when you added the late policy to the website, do you have an email or a letter or any communication where you called Avis’s attention to the addition of the policy to the website,” he answered, “I do not.” Id. On redirect examination, when asked, “since 2023 . . . , Avis has consistently paid those late fees,” Moore replied, “[c]onsistently . . . yes, they were paid late fees many times.” Id. at 37. [6] The court referred to Invoice 2027E, noted that based on the Late Fee Policy a late fee would accrue thirty days after the due date of June 29, 2024, but that a late fee was applied on July 1, 2024, and asked, “[s]o that late fee from July is not appropriately calculated. Is that fair,” and Moore replied affirmatively. Id. at 40. The court referred to Invoice 546D “which just says late fee of $350” and asked “[i]s there any way to know . . . when that late fee was applied,” Moore answered, “[t]here would be based on when it was re-sent in, which we do have screenshots of -- QuickBooks accurately tracks the activity on every invoice,” the court asked “[b]ut according to this invoice,” and Moore stated, “it is not . . . properly labeled on the invoice.” Id. at 40-41. The court referred to Invoice Court of Appeals of Indiana | Opinion 26A-SC-1327 | October 30, 2026 Page 5 of 15 861D, noted “it says that has a due date of 1/30/2025. And then immediately on February 1, 2025, there’s a late fee of not $50 but $350 that’s applied. How did that become 350 and not 50 according to the late fee policy,” and Moore answered, “I am not sure.” Id. at 41. The court stated, “it appears that the late fee policy, as far as what I’m able to tell, looks relatively fluid depending on what you decide,” and Moore referenced the language in the policy which “reserves the right to customize a penalty fee due.” Id. The court asked, “[s]o the schedule is a template, but ultimately you get to decide how much late fees are applied with respect to any invoice,” and Moore stated, “[t]he reason that was instituted was so that after 12 months late fees maybe could be larger in amounts for the increased penalty of going over a year without being paid.” Id. at 41-42. [7] When the court asked, “[w]here on this [invoice] does it say anything about the late fee policy,” Moore answered, “[i]t does not.” Id. at 42. Deluxe’s counsel asked Moore to “give a ballpark of how many late fees [Avis] paid,” and he replied, “I couldn’t stipulate the individual, like, $50 payment, you know, of those kind of late fees, individual. But probably half of the invoices had some kind of late fee on them” and “I’m sure it’s maybe a little less than that; but it was most of them I felt like I was always assigning the fee.” Id. at 46. [8] Upon questioning by Avis’s counsel, Moore indicated with respect to Invoice 2027E that there should not have been a late fee and thus that Avis “actually overpaid this invoice by $550.” Id. at 49. He indicated there should not have been late fees with respect to Invoices 2030E and 1143B and thus that Avis Court of Appeals of Indiana | Opinion 26A-SC-1327 | October 30, 2026 Page 6 of 15 overpaid on Invoice 2030E by $550 and overpaid on Invoice 1143B by fifty dollars. He also indicated that the principal balance of Invoice 1217B was paid before a late fee was supposed to accrue. Avis’s counsel asked, “[s]o that leaves us with the two remaining invoices; one, we have a picture of the check for, which was 861D with a payment of 1,150, and the other one that may or may not have a payment of 1,150 as well; correct,” and Moore replied “Yes.” Id. at 53-54. [9] On April 20, 2026, the court entered judgment in favor of Avis and found that Deluxe should take nothing by way of its action. The court made the following findings: 2. [Deluxe] was hired by [Avis] to provide detailing services for [Avis’s] rental car business operating in St. Joseph County. 3. There was no written agreement as to the scope of the services to be provided or the amount [Deluxe] was to charge for services rendered. 4. [Deluxe] performed over 150 jobs for [Avis] between 2023 and 2025. 5. [Deluxe] went through the necessary procedures to get set up as a vendor in [Avis’s] system which allowed them to process payments for the jobs completed. 6. [Deluxe] testified that [Avis] did not always pay on time; between the start of the arrangement in 2023 and May of 2024, there were “several payments” that went unpaid for months. However, those payments are not at issue in this case. 7. At issue in this case are a total of six (6) invoices for services rendered between May 2024 and May 2025. Court of Appeals of Indiana | Opinion 26A-SC-1327 | October 30, 2026 Page 7 of 15 8. The principal balance in all invoices at issue has since been paid. Four of the invoices had payments accepted prior to the hearing, and [Avis] has sent a check to [Deluxe’s] business address in amounts sufficient to cover the principal balance of the remaining two invoices. 9. The only issue that remains outstanding is the issue of late fees. 10. [Deluxe’s] services were provided to [Avis] on a “net 30” payment term, meaning that payment was to be paid within 30 days of the invoice date. 11. The invoices sent to [Avis] had both an invoice date and a due date listed. The due date was 30 days after the invoice date. 12. [Deluxe] has a “Late Fee Policy” which provides for escalating and potentially recurring late fees, depending on the amount of time that has elapsed since the due date. 13. [Deluxe] was unable to provide any evidence to prove that the late fee policy was ever communicated to any representative of [Avis]. The late fee policy is not indicated on [Deluxe’s] invoices, and there was dispute between the attorneys at trial whether the late fee policy was even available on [Deluxe’s] website. The Court was not asked to take judicial notice of the website and therefore is unaware whether the policy is visible or not. 14. Even if the policy was visible, it is ambiguous. The policy submitted by [Deluxe] claims to be a “template” for late fees, but [Deluxe] ostensibly reserves the right to “customize a penalty fee to any overdue invoice based on the type of invoice, quantity of invoices, and dollar amount on each invoice.” Plaintiff’s Exhibit 1. Moreover, [Deluxe] failed to follow the terms of the Late Fee Policy consistently even among the 6 invoices at issue here. 15. The Court finds that [Deluxe] has failed to prove that the Late Fee Policy was incorporated in any way into the scope of the agreement between the parties. Because of this failure, the Court declines to award late fees. Court of Appeals of Indiana | Opinion 26A-SC-1327 | October 30, 2026 Page 8 of 15 Appellant’s Appendix Volume II at 2-3. Discussion [10] Judgments in small claims actions are subject to review as prescribed by relevant Indiana rules and statutes. Ind. Small Claims Rule 11(A); Eagle Aircraft, Inc. v. Trojnar, 983 N.E.2d 648, 657 (Ind. Ct. App. 2013). In the appellate review of claims tried by the bench without a jury, the reviewing court shall not set aside the judgment unless clearly erroneous. Ind. Trial Rule 52(A); Eagle Aircraft, 983 N.E.2d at 657. We do not reweigh the evidence or determine the credibility of witnesses but consider only the evidence that supports the judgment. Eagle Aircraft, 983 N.E.2d at 657. This deferential standard of review is particularly important in small claims actions, where trials are informal and the objective is to dispense speedy justice according to the rules of substantive law. Id. We presume the trial court correctly applied the law. Id. This deferential standard does not apply to the substantive rules of law, which we review de novo. Id. A finding or conclusion is clearly erroneous if our review of the evidence leaves us with the firm conviction that a mistake has been made. Yanoff v. Muncy, 688 N.E.2d 1259, 1262 (Ind. 1997). A. Late Fees [11] Deluxe argues the small claims court’s finding that the Late Fee Policy was not incorporated into the parties’ agreement is clearly erroneous. It argues that contract terms may be proven by the conduct of the parties and their course of Court of Appeals of Indiana | Opinion 26A-SC-1327 | October 30, 2026 Page 9 of 15 dealing, roughly half of its invoices contained late fees, and Avis consistently paid them without objection. 2 [12] Contracts are formed when parties exchange an offer and acceptance. Jernas v. Gumz, 53 N.E.3d 434, 445 (Ind. Ct. App. 2016), trans. denied. A meeting of the minds of the contracting parties, having the same intent, is essential to the formation of a contract. Id. There must be mutual assent or a meeting of the minds on all essential elements or terms in order to form a binding contract. Id. In addition, to be valid and enforceable, a contract must be reasonably definite and certain. Id. (citing Wenning v. Calhoun, 827 N.E.2d 627, 629 (Ind. Ct. App. 2005) (“In order to be enforceable, a contract must be reasonably definite and certain in its material terms so that the intention of the parties may be ascertained.”), trans. denied). Also, contracts may be implied in fact and “arise from the course of dealing between the parties and may be evidenced by acts done in the course of performance or by ordinary practices in the trade.” Johnson v. Scandia Assocs., Inc., 717 N.E.2d 24, 30-31 (Ind. 1999). [13] The record reveals that the invoices admitted into evidence did not refer to any late fee policy. The court found that the parties did not enter into a written agreement and that Deluxe did not provide evidence that the Late Fee Policy was communicated to Avis. The court found that the submitted Late Fee 2 Deluxe argues “[t]he same conduct establishes the obligation under the doctrine of account stated.” Appellant’s Brief at 16. Deluxe did not present this argument to the small claims court and has waived the argument. See Pearman v. Stewart Title Guar. Co., 108 N.E.3d 342, 350 (Ind. Ct. App. 2018), reh’g denied, trans. denied. Court of Appeals of Indiana | Opinion 26A-SC-1327 | October 30, 2026 Page 10 of 15 Policy was ambiguous. As noted by the small claims court, the policy states that it is a “template” for late fees and that Deluxe reserved the right to “customize a penalty fee to any overdue invoice based on the type of invoice, quantity of invoices, and dollar amount on each invoice.” Appellant’s Appendix Volume II at 3 (citing Exhibits Volume III at 3). The court also found that Deluxe failed to follow the terms of the Late Fee Policy consistently even among the six invoices at issue. Moore testified that he did not have information regarding whether the submitted Late Fee Policy was available on Deluxe’s website in May, June, or September of 2024 and that he did not have an email, letter, or any communication showing that he called Avis’s attention to the addition of the Late Fee Policy to Deluxe’s website. The court questioned Moore in detail regarding the invoices and the application of late fees. We decline to find the mere fact that Avis may have previously paid invoices containing late fees in some amounts necessarily required the small claims court to find that Avis assented to the terms of the submitted Late Fee Policy. Based on the evidence, we cannot say that the small claims court’s findings regarding late fees—that the tendered Late Fee Policy was ambiguous and that Deluxe did not show that the policy was incorporated into the parties’ agreement—were clearly erroneous. We conclude that reversal is not warranted on this basis. 3 3 Deluxe also argues, “[e]ven if the late-fee schedule is an unenforceable penalty, denying all relief was error.” Appellant’s Brief at 15. The small claims court did not expressly find that the terms of the Late Fee Court of Appeals of Indiana | Opinion 26A-SC-1327 | October 30, 2026 Page 11 of 15 B. Prejudgment Interest [14] Deluxe further asserts that it was entitled to prejudgment interest. It argues “[t]he invoices state fixed dollar amounts, fixed invoice dates, and fixed net-30 due dates.” Appellant’s Brief at 13. Deluxe argues, “[p]reservation does not bar this result.” Id. at 14. [15] We have held: As a general rule, a party may not present an argument or issue to an appellate court unless the party raised that argument or issue to the trial court. This rule exists because trial courts have the authority to hear and weigh the evidence, to judge the credibility of witnesses, to apply the law to the facts found, and to decide questions raised by the parties. Appellate courts, on the other hand, have the authority to review questions of law and to judge the sufficiency of the evidence supporting a decision. The rule of waiver in part protects the integrity of the trial court; it cannot be found to have erred as to an issue or argument that it never had an opportunity to consider. Conversely, an intermediate court of appeals, for the most part, is not the forum for the initial decisions in a case. Consequently, an argument or issue not presented to the trial court is generally waived for appellate review. Pearman v. Stewart Title Guar. Co., 108 N.E.3d 342, 350 (Ind. Ct. App. 2018) (citation omitted), reh’g denied, trans. denied. Policy constituted an unenforceable penalty. As we find the small claims court’s conclusions and judgment are not clearly erroneous, we need not address this issue. Court of Appeals of Indiana | Opinion 26A-SC-1327 | October 30, 2026 Page 12 of 15 [16] Deluxe did not request prejudgment interest in its Notice of Claim or during the bench trial. “[T]he crucial factor . . . in determining whether [an appellant] may inject what appears to be a new issue into the appeal is whether [the appellee] had unequivocal notice of the existence of the issue and, therefore, had an opportunity to defend against it.” Van Winkle v. Nash, 761 N.E.2d 856, 860 (Ind. Ct. App. 2002) (citation omitted). Avis had no such notice of the existence of the issue or an opportunity to defend against it. We conclude that Deluxe has waived this issue for appellate review. [17] Waiver notwithstanding, an award of prejudgment interest in a contract action is appropriate purely as a matter of law when the breach did not arise from tortious conduct, the amount of the claim rests on a simple calculation, and the trier of fact does not need to exercise its judgment to assess the amount of damages. Care Grp. Heart Hosp., LLC v. Sawyer, 93 N.E.3d 745, 757 (Ind. 2018). See also J.S. Sweet Co. v. White Cnty. Bridge Comm’n, 714 N.E.2d 219, 225 (Ind. Ct. App. 1999) (“An award of prejudgment interest in a contract case in Indiana is warranted if the terms of the contract make the claim ascertainable and the amount of the claim rests upon mere computation.”). Further, prejudgment interest “may be recovered as additional damages to accomplish full compensation when a damage award is made.” Dahlin v. Amoco Oil Corp., 567 N.E.2d 806, 813 (Ind. Ct. App. 1991) (citations omitted), trans. denied. [18] Deluxe, in its Notice of Claim, requested the sum of $10,000 and alleged “a total past-due amount of $7,250.00.” Appellant’s Appendix Volume II at 13. The court found that “[t]he principal balance in all invoices at issue has since Court of Appeals of Indiana | Opinion 26A-SC-1327 | October 30, 2026 Page 13 of 15 been paid” and “[f]our of the invoices had payments accepted prior to the hearing, and [Avis] has sent a check to [Deluxe’s] business address in amounts sufficient to cover the principal balance of the remaining two invoices.” Id. at 2. The court denied Deluxe’s claim for late fees. The court did not award damages, and thus prejudgment interest was not recoverable as additional damages. See Dahlin, 567 N.E.2d at 813 (prejudgment interest recoverable as additional damages where award of damages is made). Further, in light of the testimony regarding Avis’s overpayment on certain invoices and payments which had been received but not applied to Avis’s balance due, we cannot say that the amount of Deluxe’s claim rested on a simple calculation or that the trier of fact did not need to exercise judgment to assess the amount of damages. We conclude that reversal is not warranted on this basis. [19] For the foregoing reasons, we affirm the judgment of the small claims court. [20] Affirmed. Kenworthy, J., and Scheele, J., concur. ATTORNEYS FOR APPELLANT Jeffrey J. Stesiak James P. Barth Pfeifer, Morgan & Stesiak South Bend, Indiana ATTORNEYS FOR APPELLEE Ami T. Anderson Marisa R. Lareau Court of Appeals of Indiana | Opinion 26A-SC-1327 | October 30, 2026 Page 14 of 15 Lewis Brisbois Bisgaard & Smith LLP Highland, Indiana Court of Appeals of Indiana | Opinion 26A-SC-1327 | October 30, 2026 Page 15 of 15