This opinion will be unpublished and may not be cited except as provided by Minn. Stat. § 480A.08, subd. 3 (2002).

UNPUBLISHED OPINION

HUDSON, Judge.

The district court found appellant in contempt for violating the district court's previous orders and awarded respondent attorney fees. On appeal from these orders, appellant argues that: (a) the district court's orders underlying the finding of contempt were vague in violation of appellant's due process rights; (b) the district court violated appellant's due process rights when it found appellant in contempt for conduct not described in respondent's motion for contempt; (c) the district court abused its discretion in finding that appellant acted in bad faith; (d) the district court improperly awarded attorney fees without evidence of actual loss; and (e) the district court abused its discretion by awarding attorney fees without sufficiently detailed findings. We affirm in part and reverse in part.

FACTS

Appellant, respondent, and Dr. Kurt Amplatz were equal shareholders of AGA corporation, a privately held medical device company incorporated in 1995. Dr. Amplatz sold all of his shares to AGA in September 1999 pursuant to a share redemption agreement signed by Dr. Amplatz and the parties. AGA shares increased dramatically in value in the years following the execution of the share redemption agreement. In June 2002, AGA tendered full payment of the remaining balance owed to Dr. Amplatz pursuant to the share redemption agreement, but Dr. Amplatz refused payment and alleged a continuing right to vote his remaining shares.

AGA's board of directors met on October 4, 2002. At that meeting, Dr. Amplatz voted with appellant to appoint appellant CEO of AGA and to create a subsidiary corporation with appellant as the sole director and officer. Appellant and Dr. Amplatz then proposed the transfer of various assets and operations of AGA to that subsidiary. Appellant fired respondent immediately following the meeting stating that the termination was for cause. Under respondent's employment contract, respondent was not entitled to an immediate buyout of his shares if terminated for cause. Respondent commenced litigation on October 11, 2002, alleging that appellant and Dr. Amplatz sought to prevent respondent from exercising his rights as a shareholder.

Appellant and Dr. Amplatz again voted to create the above-mentioned subsidiary corporation at the December 5, 2002 AGA board meeting. Respondent did not have any legal interest in the new subsidiary and sought injunctive relief. Finding that appellant and Dr. Amplatz were determined to undermine respondent's interest in AGA and were attempting to render the value of respondent's shares in AGA worthless by transferring AGA assets and operations into the new subsidiary corporation, the district court ordered on March 26, 2003, that "[a]ll decisions involving the operations of AGA and any other affiliated entity or subsidiary must be by unanimous vote" of the parties and Dr. Amplatz. Appellant initially interpreted the order as requiring unanimity on operating decisions pertaining to the subsidiary only and sought clarification of the order. At a May 1, 2003 hearing the district court explicitly clarified that it intended to require unanimity on all of AGA's operating decisions, regardless of whether they pertained to the subsidiary corporation.

Appellant sought to stay enforcement of the March 26 order pending appeal, arguing that the order provided insufficient guidance as to the type of decisions governed by the order and that it would, in effect, require unanimity on all minor decisions, including those that are typically delegated. Given the mutual distrust and animosity between the parties, appellant further argued that the unanimity requirement would substantially impair AGA's ability to conduct business.

In its May 22, 2003 order, the district court denied appellant's request for a stay and appointed retired judge John Borg as interim CEO of AGA. The district court required the parties and Dr. Amplatz to submit all proposals to Mr. Borg and prohibited corporate activity that Mr. Borg determined to be not in AGA's best interests, unless the parties and Dr. Amplatz achieved unanimity on the proposal. Mr. Borg began acting as interim CEO in June 2003 and began holding weekly operational meetings attended by the parties, Dr. Amplatz, and their counsel. With respect to what constituted an operating decision necessitating unanimity, Mr. Borg required consultation or unanimity wherever a decision was material to AGA's operations, but memoranda Mr. Borg authored following the meetings suggested that there was no comprehensive agreement as to what decisions were material.

In June 2003, the United States Food and Drug Administration (FDA) conducted an unannounced inspection at AGA's office in connection with an ongoing investigation of AGA for failing to give timely notice that a patient who received one of AGA's devices had died. Mr. Borg, with the unanimous consent of the parties, hired counsel with FDA expertise to advise AGA throughout the investigation. In July 2003, the FDA counsel drafted a letter in response to the FDA's concerns and that letter went out over appellant's signature. While Mr. Borg and the FDA counsel were awaiting word from the FDA regarding how this matter would proceed, appellant received a letter from the FDA dated August 22, 2003, requiring AGA's attendance at a meeting in Washington, D.C., on September 8, 2003. Appellant testified that he first became aware of this letter on August 27, 2003, but an e-mail dated August 24, 2003 from appellant to three AGA employees instructed them to keep receipt of the letter quiet.

Appellant was AGA's principal representative on FDA matters and had met with FDA officials on several prior occasions without involving AGA counsel. Appellant acknowledged that he purposely did not tell AGA's FDA counsel about the upcoming September 8 meeting because he thought their presence would make a "bad impression." Appellant voluntarily met with AGA's FDA counsel on September 5, 2003, and eventually disclosed information about the September 8 meeting. Mr. Borg, fearing that the FDA intended to sanction AGA or shut down the company, ordered appellant to take the FDA counsel to the meeting. Appellant complied.

Respondent sought an emergency temporary retraining order (TRO) on September 8, 2003, requesting that the district court: (1) enjoin appellant from exercising any authority as an officer or employee of AGA, and (2) require appellant to appear and show cause why the district court should not enter an order finding appellant in contempt. The district court held a hearing on respondent's emergency motion on September 9, 2003; appellant did not testify. In its September 9, 2003 order, the district court found that respondent had presented sufficient evidence that appellant had violated the district court's March 26 and May 22 orders. The district court granted respondent's additional requested injunctive relief and required appellant to appear on October 1, 2003, to show cause why he should not be held in contempt for withholding information about the FDA meeting and for "fail[ing] to obtain . . . unanimous consent . . . for all operational decisions of AGA."

Respondent moved the court to find appellant in contempt on September 17, 2003, for failure to seek unanimous consent for operational decisions. Specifically, respondent alleged in his memorandum that: (1) appellant failed to disclose the FDA meeting; (2) appellant cancelled all remaining contracts with a primary AGA vendor and entered into additional contracts with vendors not approved by respondent or Mr. Borg; and (3) appellant publicly committed AGA to a $10 million clinical trial without respondent's consent.

Appellant moved to vacate the TRO on September 24, 2003. In his supporting affidavit, appellant explained that he did not disclose the FDA meeting immediately because he feared that AGA's FDA counsel were too aggressive and would make a poor impression. In addition, appellant stated that the parties and Mr. Borg had consistently struggled to implement the district court's unanimity requirement, particularly because no party believed that they should interpret the order literally. Appellant acknowledged making unilateral operating decisions in areas where he had explicit authorization and in areas where, according to appellant, respondent implied such authorization by remaining silent. Appellant likewise acknowledged, however, that respondent has consistently taken the position that the district court intended a literal interpretation of the unanimity requirement. Appellant suggested that respondent had indicated that some operating decisions were too immaterial to warrant appellant's consultation, but appellant alleged that respondent refused to provide guidelines for differentiation purposes.

Appellant appeared at the hearing on October 1 and 7, 2003, to show cause why he should not be held in contempt. Appellant testified that he did not believe the decision to attend the FDA meeting was an operational decision subject to the district court's order because there was no decision to make or negotiation to be had; the FDA required attendance. Additionally, appellant testified that the FDA meeting would not adversely affect respondent's shareholder interest because the meeting was held to clarify a misunderstanding, and appellant believed it was in the best interest of the company to attend without attorneys present.

Appellant also testified on cross examination to five other instances where he allegedly made operating decisions unilaterally in violation of the district court's orders including: (a) refusing to negotiate a contract with a significant distributor; (b) failing to advise respondent or Mr. Borg about potential sexual harassment lawsuits by AGA employees against a consultant of AGA; (c) publicly announcing that AGA was committing $10 million to clinical trials without consulting respondent or Mr. Borg; (d) instructing AGA counsel not to disclose information to respondent or Mr. Borg regarding AGA litigation against Globe Biomedical; and (e) continuing to negotiate vendor contracts without consulting respondent or Mr. Borg.

On October 30, 2003, the district court issued its findings and "preliminary order" finding appellant in contempt of the district court's March 26 and May 22 orders for withholding information about the FDA meeting and for acting unilaterally in the five instances described above. The district court awarded respondent reasonable attorney's fees and continued the September 8, 2003 injunction. But the district court postponed any decision involving appellant's further involvement with AGA until the district court could address issues arising from the acquisition of a computer in appellant's possession, which the court had previously ordered appellant to produce. Appellant produced the computer, but, as of oral argument in this matter, the district court had not issued a supplemental order regarding appellant's future involvement with AGA. The district court subsequently cancelled the scheduled trial date and sought resolution of this matter through cross motions that the parties filed in June and July of 2004, offering to buy out each other's shares in the company.

In November 2003, respondent's Minnesota counsel submitted an affidavit stating that its fees and costs incurred in connection with the contempt proceedings were $80,788.87 and attached redacted billing statements. Respondent's New Hampshire counsel submitted similar statements indicating that its fees and costs were $44,677.04. The district court asked appellant's counsel to submit fees they incurred for purposes of comparison. Appellant's counsel stated that the total fees incurred in respondent's representation regarding the contempt proceedings were under $70,000. The court awarded respondent the entire requested attorney fees amount for his Minnesota counsel in an order dated April 2, 2004. Respondent then requested that the district court reconsider the fee award because it made no provision for respondent's New Hampshire counsel. The district court amended its order on May 6, 2004, to award respondent the entire requested amount for fees incurred by his New Hampshire counsel. This appeal from the district court's October 30, 2003 and May 6, 2004 orders follows.

DECISION I

Respondent argues first that this court lacks jurisdiction to review the district court's October 30, 2003 contempt order and May 6, 2004 attorney fee award because they are interlocutory and not final. Respondent further argues that the district court's October 30 order constituted a "partial contempt order," and appellant must wait until a sanction is imposed before he is entitled to a direct appeal as of right.

Where a contempt order is conditional, or provides a method by which the contemnor may purge the contempt, it is not a final appealable order, and this court does not have jurisdiction under Minn. R. Civ. App. P. 103.03(e) to review its content. See Johnson v. Johnson, 439 N.W.2d 430, 431 (Minn.App. 1989) (citing Tell v. Tell, 383 N.W.2d 678, 684 (Minn. 1986)). And an appeal from an order finding a party in contempt is premature where a sanction has not yet been imposed. Johnson, 439 N.W.2d at 431. Here, the district court labeled its October 30 order as "preliminary," maintained the status quo of its previous injunction, awarded attorney fees in an amount to be determined later, and reserved the option of awarding an appropriate sanction in the future.

But, in the October 30 order, the district court found appellant in contempt without condition; nothing in the district court's order made the imposition of sanctions dependent upon appellant's future compliance with the district court's March 26 and May 22 orders. Thus, there is no method by which appellant may purge the contempt. It has been over a year since the district court entered its October 30, 2003 order and, at least as of the date of oral argument before this court, no additional contempt order has issued. In addition, the district court canceled the trial of this matter scheduled to begin on July 26, 2004, and directed that the litigation be resolved through cross motions that the parties filed in June and July of 2004 to buy out each others' shares in the company. On these facts, it appears that no further "sanction" against appellant is forthcoming. And the remaining issue of the amount of the attorney fees award was decided by the May 6 order. Accordingly, because the contempt proceeding has been completed, appellate review is not premature. Cf. Am. Family Mut. Ins. Co. v. Peterson, 380 N.W.2d 495, 497 (Minn. 1986) (holding that a trial court's reservation for later consideration of the actual amount of attorney fees to be awarded makes appeal from the initial award of fees premature). Finally, because the October 30 order reserved the possibility of awarding sanctions, the May 6 order is part of the contempt proceeding and is likewise appealable.

II

Appellant argues that the district court's October 30, 2003 contempt order violated appellant's right to due process of law. Minnesota law imposes heightened procedural requirements in civil contempt proceedings to ensure that the party accused of contempt is afforded due process. See Hopp v. Hopp, 279 Minn. 170, 174-75, 156 N.W.2d 212, 216-17 (1968). "This court reviews de novo the procedural due process afforded a party." Zellman ex rel. M.Z. v. Indep. Sch. Dist. No. 2758, 594 N.W.2d 216, 220 (Minn.App. 1999), review denied (Minn. July 28, 1999).

Appellant contends that the district court's orders of March 26 and May 22, 2003 were vague and failed to define what operational decisions required unanimity. The district court must provide the accused party with a clear definition of the acts to be performed before a party can be held in contempt. Hopp, 279 Minn. at 174, 156 N.W.2d at 216. The district court's March 26 order provides that "[a]ll decisions involving the operations of AGA and any other affiliated entity or subsidiary must be by unanimous vote" of the parties. The district court clarified its order on May 22 stating that unanimity was required not only on decisions affecting AGA's proposed transfer of assets to a subsidiary, but on all AGA operating decisions.

The language of the district court's orders is explicit and clear; appellant was prohibited from making any operating decision, regardless of its materiality, without first seeking Mr. Borg's approval or the unanimous consent of all three principals. Appellant has acknowledged this literal interpretation in correspondence and various pleadings in which appellant requested that the district court incorporate a "materiality threshold." The district court declined to do so. Likewise, appellant has acknowledged that respondent has consistently interpreted the order literally. While the record supports appellant's assertion that Mr. Borg only required unanimity on material issues, the order itself is not vague. At the end of the day, appellant's argument is that the order is impractical or inefficient, not that the order is unclear. But a party is not excused from compliance with an injunction because its scope is broad and compliance would be difficult. See Electro-Craft Corp. v. Controlled Motion, Inc., 332 N.W.2d 890, 904 (Minn. 1983) (upholding contempt order where the injunction was "extremely broad," where "compliance would have made continued operations difficult" for the company, and where the supreme court doubted that the injunction was necessary to protect the injured party from irreparable harm). Appellant's remedy was to seek a modification of the order. The district court's orders were not improperly vague in violation of appellant's due process rights.

Appellant also argues that the district court violated his due process rights when it found appellant in contempt for conduct not described in either respondent's September 8, 2003 motion to show cause, or the September 9, 2003 order to show cause. The supreme court's decision in Hopp requires that an injured party seeking a contempt finding provide "specific grounds" supporting his application for aid to compel the accused's performance. 279 Minn. at 174, 156 N.W.2d at 216. Additionally, Hopp dictates that the accused have "due notice" of the hearing, at which he then has the "opportunity to show compliance or his reasons for failure." Id.

Appellant's contention is that respondent's September 8, 2003 motion and the district court's September 9, 2003 order to show cause did not outline the proposed instances of contempt-worthy conduct with sufficient specificity so as to provide appellant the opportunity to demonstrate his compliance or reason for failing to comply at the hearing. Respondent suggests the phrase "opportunity to show compliance" in Hopp refers to the existence of the hearing generally, and therefore the requirements of due process were satisfied when respondent gave appellant "due notice" of the hearing and accused appellant of making unilateral operating decisions in violation of the district court's orders. Further, respondent claims that he only became aware of some of appellant's activities when, pursuant to court order, appellant disclosed over 50,000 e-mails, which were reviewed shortly before the contempt hearing on October 1, 2003. But respondent's interpretation nullifies the Hopp requirement that respondent plead the accusation(s) with specificity. We recognize that the specificity requirement may reward, at least temporarily, potential contemnors who successfully conceal their conduct. But given the complexity of acting as chief executive officer over a multi-million dollar company and the sheer number of operating decisions made daily in that capacity, it is not reasonable to assume that appellant could effectively prepare a defense to a general accusation of contempt. Accordingly, appellant's due process rights were violated as to any findings of contempt on allegations that respondent did not plead with specificity.

After a careful review of the record, we conclude that respondent gave sufficient notice of three of the six grounds for contempt cited in the district court's October 20, 2003 contempt order. Respondent's September 8, 2003 motion for contempt and temporary restraining order specifically identified appellant's alleged withholding of the FDA communication as a ground for a contempt finding. Likewise, respondent's September 17, 2003 motion for contempt and the accompanying memorandum specifically accused appellant of acting unilaterally in vendor contract negotiations and in publicly announcing AGA's commitment to the clinical trial. Moreover, in conjunction with his September 24, 2003 motion to vacate the temporary injunction, appellant submitted a detailed affidavit addressing these very issues. Thus, appellant was plainly aware of these additional allegations prior to the contempt hearing on October 1 and 7, 2003, even though they were not noticed in the court's September 9, 2003 order to show cause.

But respondent did not specifically plead or otherwise put appellant on notice of allegations concerning appellant's (a) refusal to negotiate a contract with a significant distributor; (b) failure to advise respondent or Mr. Borg about potential sexual harassment lawsuits by AGA employees against a consultant to AGA; and (c) instructions to AGA counsel not to disclose information to respondent or Mr. Borg regarding AGA litigation against Globe Biomedical. Accordingly, we reverse the district court's contempt findings based on these allegations.

III

Appellant next argues that the evidence presented at the October contempt hearing supports a finding, at most, that appellant made mistakes in judgment, and does not suggest that appellant acted with the requisite bad faith to warrant a finding of contempt. The trial court's decision to invoke its contempt powers is subject to reversal only if the appellate court finds an abuse of discretion. See Erickson v. Erickson, 385 N.W.2d 301, 304 (Minn. 1986). The reviewing court may reverse factual findings only if they are found to be clearly erroneous. Minn. R. Civ. P. 52.01. Accordingly, this court must uphold the district court's findings unless, when the evidence is viewed in the light most favorable to the decision, there is no reasonable basis to support the district court's conclusion. Vangsness v. Vangsness, 607 N.W.2d 468, 472 (Minn.App. 2000).

A contempt sanction is appropriate "only where the alleged contemnor has acted contumaciously, in bad faith, and out of disrespect for the judicial process." Estate of Stollmeyer v. May, 580 N.W.2d 58, 60 (Minn.App. 1998) (quoting Minn. State Bar Ass'n v. Divorce Assistance Ass'n, Inc., 311 Minn. 276, 284, 248 N.W.2d 733, 740 (1976)). Upon such a showing, the trial court has inherently broad discretion to hold the accused in contempt. Erickson, 385 N.W.2d at 304. The contempt finding is supported if the evidence shows that the accused failed to make a good faith effort to comply with the district court's order. Hopp, 279 Minn. at 176, 156 N.W.2d at 217.

Given that the plain language of the district court's orders required unanimity on all operating decisions, appellant did not demonstrate a good faith effort to comply with the orders. Appellant repeatedly violated the orders without demonstrating that his compliance was impossible. At most, appellant showed that compliance would have been inefficient and burdensome. Accordingly, the district court did not abuse its discretion in finding that appellant acted in bad faith. Moreover, there was reasonable evidence in the record to support the district court's finding of bad faith even if we were to accept appellant's unconvincing assertion that the orders lacked clarity. The district court found that appellant failed to disclose the existence of an FDA meeting, the potential outcome of which could have included AGA's shutdown; appellant publicly committed AGA to spending $10 million dollars and cancelled the contract of a primary vendor; and appellant made material operating decisions without seeking Mr. Borg's approval or unanimous approval. This conduct was disrespectful to the court and evinced bad faith.

IV

Appellant next argues that the district court improperly awarded respondent attorney fees under Minn. Stat. § 588.11 (2002) because respondent had not presented evidence of actual loss or injury in addition to the attorney fees. Statutory interpretation is a question of law that this court reviews de novo. See Frost-Benco Elec. Ass'n v. Minn. Pub. Utils. Comm'n, 358 N.W.2d 639, 642 (Minn. 1984).

Minn. Stat. § 588.11 states:

If any actual loss or injury to a party in an action or special proceeding, prejudicial to the person's right therein, is caused by such contempt, the court or officer, in addition to the fine or imprisonment imposed therefor, may order the person guilty of the contempt to pay the party aggrieved a sum of money sufficient to indemnify the party and satisfy the party's costs and expenses, including a reasonable attorney's fee incurred in the prosecution of such contempt, which order, and the acceptance of money thereunder, shall be a bar to an action for such loss and injury.

This court has outlined three factors that must be present to uphold an award of fees under section 588.11. Hanson v. Thom, 636 N.W.2d 591, 593 (Minn.App. 2001). For an attorney fees award to be valid: (1) the award must be based on proof of actual damages; (2) the award must not penalize the contemnor, and (3) the party receiving the fees must actually incur the fees. Id.

Appellant argues that, according to the plain language of the statute, the prevailing party may only recover attorney fees upon a showing of actual loss or injury other than the fees. But this interpretation is in direct contradiction to the three-part test articulated by this court in Hanson. See Hanson, 636 N.W.2d at 593. In Hanson, the sole demonstration of actual loss or injury to the prevailing party consisted of the billing records reflecting the amount of attorney fees incurred. Id. This court found that there was "little doubt" that the award was based on "actual damages." Id. Under Hanson, the fees alone, if proven, constitute actual damages under section 588.11.

Appellant argues that the reasoning in Hanson is circular, because if incurring attorney fees constitutes actual damages, then there is no need to demonstrate the third element — that the party actually incurred the fees. But appellant misconstrues the function of the third element. In Hanson, the court overturned the attorney fees award because the prevailing party never actually incurred the fees. Id. at 593-94. Rather, the prevailing party's insurance company paid for that party's representation. As such, the prevailing party could not be characterized as "aggrieved," and the award would not indemnify the prevailing party. Id. at 594. Thus, the first element of the Hanson test determines whether there was an actual loss, i.e., whether there are bills to pay for the prevailing party's representation. The third element ensures that the prevailing party incurred the loss, and is obligated to pay for the representation. As such, the reasoning is not circular.

Appellant also relies on Westgor v. Grimm, 381 N.W.2d 877 (Minn.App. 1986), for the proposition that, absent evidence of actual loss or injury, an award of attorney fees cannot stand. But this argument is misplaced as well. Westgor did not reverse an award of attorney fees under section 588.11 because of the absence of proof of actual loss. In Westgor, the trial court awarded attorney fees for counsel's appearance at two different hearings. Id. at 879. Holding that "Minn. Stat. § 588.11 allows an award of reasonable attorney's fees incurred in the prosecution of the contempt," the court affirmed an award of attorney fees for the first hearing based on the affidavits of counsel. Id. at 880. And the court reversed the award for counsel's appearance at the second hearing, not because no damages had been incurred, but because the fee award was not supported by any proof. Id. at 880-81. In this case, there was record evidence to support both fee awards by the district court.

Appellant further contends that the award cannot be upheld because there is no evidence suggesting that (1) respondent's fees were not paid in whole or in part by AGA or AGA's insurer; (2) respondent had not arranged to pay for representation on a contingency fee basis; or (3) respondent will ever be required to pay the amount on the billing statements. The record shows, however, that the district court received an affidavit from respondent's counsel stating that the fees outlined in the redacted billing statements were calculated based on hourly rates contractually agreed to between counsel and respondent. Accordingly, the district court did not err in awarding attorney fees.

V

Finally, appellant contends that the attorney fees awarded to respondent are excessive, and the district court failed to make sufficiently detailed findings. A trial court has broad discretion to determine the proper amount of attorney fees under Minn. Stat. § 518.11, and this court may reverse an award only upon an abuse of that discretion. See In re Marriage of Nelson, 408 N.W.2d 618, 622 (Minn.App. 1987). The district court awarded approximately $125,000 after receiving affidavits and redacted billing statements listing the hours respondent's counsel devoted to each task.

Appellant argues that the district court abused its discretion by awarding attorney fees without making detailed findings on counsel's hourly rates, and that the redacted billing statements made it impossible to determine whether the amount of time devoted to a particular task was reasonable. But appellant does not cite to any authority showing that the absence of such findings constitutes an abuse of discretion. In River Towers Ass'n v. McCarthy, 482 N.W.2d 800, 805-06 (Minn.App. 1992), review denied (Minn. May 21, 1992), this court held that, although it was not recommended, it was within a district court's discretion to award fees without first acquiring a detailed accounting, especially where the district court was familiar with the proceedings and the work done. Here, the district court required respondent's counsel to submit affidavits and billing statements reflecting the hours that each attorney devoted to a particular task. Further, the district court solicited information on appellant's attorney fees for purposes of comparison. While this court continues to recommend that district courts examine the reasonableness of the claimed hourly rate prior to making an award of fees, the failure to do so in this case does not, in light of the extensive evidence that was before the court, constitute an abuse of discretion. Id. Affirmed in part and reversed in part.