Just Funky, LLC v. Think 3 Fold, LLC

United States Court of Appeals
For the Eighth Circuit
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No. 25-1868
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Just Funky, LLC
Plaintiff - Appellant
v.
Think 3 Fold, LLC
Defendant - Appellee
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Appeal from United States District Court
for the Western District of Arkansas - Fayetteville
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Submitted: December 17, 2025
Filed: March 13, 2026
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Before GRUENDER, KELLY, and ERICKSON, Circuit Judges.
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GRUENDER, Circuit Judge.
The district court1 awarded Think 3 Fold, LLC (“Think 3 Fold”) $154,277.50
in attorney’s fees and $7.512.83 in attorney-related expenses under Arkansas’s
attorney’s fees statute, Ark. Code Ann. § 16-22-308, after Think 3 Fold prevailed
1 The Honorable Timothy L. Brooks, now Chief Judge, United States District
Court for the Western District of Arkansas.

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over Just Funky, LLC (“Just Funky”) in a contract dispute. Just Funky appeals the
award on the grounds that Think 3 Fold’s motion for attorney’s fees and expenses
was untimely and that the district court awarded attorney’s fees related to Think 3
Fold’s successful breach of contract defense that are not recoverable under § 16-22-
308. We affirm.
I. Background
Just Funky is an Ohio company that manufactures “fandom”-type merchandise,
including plush toys. Think 3 Fold is an Arkansas toy company. In March 2022,
Just Funky sued Think 3 Fold in the United States District Court for the Western
District of Arkansas for breaching a loan agreement between the parties and later
filed an amended complaint alleging that Think 3 Fold had breached a contract for
the sale of 250,000 plush toys. Think 3 Fold denied Just Funky’s allegations and
filed counterclaims for breach of contract, conversion, and unjust enrichment based
on allegations that Think 3 Fold had paid Just Funky $111,420 for 14,856 plush toys
that remained undelivered. The district court dismissed Just Funky’s claims
concerning the loan agreement. Each party then moved for summary judgment on
the other’s claims relating to the plush toy agreements.
In April 2024, the district court granted summary judgment to Think 3 Fold on
Just Funky’s breach of contract claim on the basis that the parties never agreed to a
contract for the sale of 250,000 plush toys. The court denied Just Funky’s motion
for summary judgment on Think 3 Fold’s counterclaims because genuine issues of
material fact existed concerning the smaller plush toy deal. One week later, the
parties litigated Think 3 Fold’s counterclaims in a one-day bench trial. In June 2024,
the district court ruled in favor of Think 3 Fold on its breach of contract
counterclaim, awarding $129,117.46 in damages and pre-judgment interest.
Just Funky appealed the district court’s summary judgment and trial rulings. On
June 27, 2024, while that appeal was pending, Think 3 Fold moved in the district
court for an award of $317,083.50 in attorney’s fees and expenses accumulated over

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the entire case. Just Funky opposed the motion, in part, on the basis that any request
for fees related to Think 3 Fold’s successful breach of contract defense was untimely
and not authorized by § 16-22-308. In March 2025, the district court rejected those
arguments and awarded Think 3 Fold $154,277.50 in attorney’s fees and $7,512.83
in attorney-related “out-of-pocket expenses.”
In July 2025, we affirmed the district court’s merits rulings. Just Funky, LLC v.
Think 3 Fold, LLC, 142 F.4th 1022 (8th Cir. 2025). Just Funky now appeals the fee
award, arguing that the district court abused its discretion in concluding that
Think 3 Fold’s fee motion was timely and that § 16-22-308 permitted the award of
attorney’s fees related to Think 3 Fold’s successful breach of contract defense.2
II. Discussion
“We review the district court’s award of attorney’s fees, and the amount of that
award, for an abuse of discretion.” G & K Servs. Co. v. Bill’s Super Foods, Inc., 766
F.3d 797, 800 (8th Cir. 2014).
A.
Just Funky argues that the district court abused its discretion in awarding
attorney’s fees and expenses because Think 3 Fold’s fee motion was untimely under
Rule 54.1(a) of the Local Rules of the United States District Court for the Eastern
and Western Districts of Arkansas. Rule 54.1(a) provides that:
In any case in which an attorney’s fees are recoverable under the
law applicable to that case, a motion for attorney’s fees shall be
filed with the Clerk, with proof of service, within fourteen (14)
days after the entry of judgment or an order of dismissal under
circumstances permitting the allowance of attorney’s fees . . . . A
2 Just Funky also sought reversal of the fee award in the event we reversed the
district court on the merits. Because we affirmed the district court’s merits rulings,
we need not consider this argument.

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failure to present a timely petition for an award of attorney’s fees
may be considered by the Court to be a waiver of any claim for
attorney’s fees.
Just Funky contends that Think 3 Fold missed the fourteen-day deadline to seek
attorney’s fees and expenses related to its successful breach of contract defense
because it won summary judgment on that issue in April 2024 but did not move for
related fees and expenses until June 2024. In other words, Just Funky asserts that
Rule 54.1(a) requires a prevailing party to move for attorney’s fees and expenses
related to a particular claim within fourteen days of a dispositive order on that claim,
regardless of whether other claims in the case are yet to be resolved.
The district court rejected that proposition. On appeal, Just Funky supplies
no relevant authority in support of it, relying instead on two cases concerning
prevailing parties that failed to make timely motions for attorney’s fees after final
judgments that disposed of all outstanding claims. See Wendt v. Fayetteville Sch.
Dist. No. 1 of Washington Cnty., No. 5:20-CV-5150 (W.D. Ark. Feb. 26, 2021);
Seratt v. Seratt, No. 07-5210, 2010 WL 749633, at *1 (W.D. Ark. Mar. 3, 2010).
Therefore, we see no basis for adopting Just Funky’s claim-specific application of
Rule 54.1(a)’s fourteen-day deadline. Even assuming otherwise, the district court’s
consideration of Think 3 Fold’s motion would not have constituted an abuse of
discretion. See Chrysler Credit Corp. v. Cathey, 977 F.2d 447, 449 (8th Cir. 1992)
(holding district court’s consideration of untimely motion for attorney’s fees was not
an abuse of discretion as “application of local rules is a matter peculiarly within the
district court’s province”).
B.
Just Funky also contends that the district court abused its discretion by
awarding Think 3 Fold attorney’s fees that are not recoverable under § 16-22-308.
Specifically, Just Funky argues that the Arkansas Supreme Court has held that
§ 16-22-308 does not authorize the recovery of attorney’s fees for defeating a breach
of contract claim on the basis that no contract existed between the parties. See

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Anderson’s Taekwondo Ctr. Camp Positive, Inc. v. Landers Auto Grp. No. 1, Inc.,
2015 Ark. 268, at 10 (2015); see also Curtis Lumber Co. v. La. Pac. Corp., 618 F.3d
762, 771 (8th Cir. 2010) (“We are bound by decisions of the Arkansas Supreme
Court as to the meaning of Arkansas law.”). Because the district court awarded
Think 3 Fold fees related to its “no contract” defense, Just Funky asserts that
Anderson’s Taekwondo requires that we vacate the award and remand for
recalculation.3
We disagree. Section 16-22-308 provides that a “prevailing party may be
allowed a reasonable attorney’s fee” in “any civil action to recover on . . . breach of
contract . . . .” The Arkansas Supreme Court has held that the statute authorizes the
award of fees to “a successful defendant in a contract action.” See Perry v. Baptist
Health, 243 S.W.3d 310, 313 (Ark. 2006). Accordingly, the Arkansas Court of
Appeals has affirmed that § 16-22-308 authorizes “an award of attorney’s fees to a
party who successfully defends against a contract claim, even on the basis that no
valid contract exists.” See Belk v. Teague, No. CA07-1336, 2008 WL 2308911, at
*3 (Ark. Ct. App. June 4, 2008) (citing Cumberland Fin. Grp., Ltd. v. Brown Chem.
Co., 810 S.W.2d 49 (Ark. 1991)) (emphasis added).
Just Funky’s assertion that the Arkansas Supreme Court overruled this line of
precedent in Anderson’s Taekwondo is not persuasive. In that case, the Arkansas
Supreme Court affirmed the denial of a fee award for a plaintiff that had obtained
summary judgment on an unlawful detainer claim—for which § 16-22-308 does not
authorize fees—as well as defendant’s five counterclaims, including one for breach
of contract. See Anderson’s Taekwondo Ctr. Camp Positive, Inc., 2015 Ark. 268,
3 In its fee award order, the district court suggests that Think 3 Fold did not
defeat Just Funky’s contract claim on the basis that no contract existed between
parties. We held otherwise. Just Funky, LLC, 142 F.4th at 1028 (affirming grant of
summary judgment to Think 3 Fold on breach of contract claim because “the
undisputed evidence shows that no contract was formed” as “the parties did not reach
a ‘meeting of the minds’ on the price term,” and “Just Funky never accepted Think
3 Fold's offer.”).

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at 4-5, 10. In that narrow context, it held that § 16-22-308 did not authorize
plaintiff’s recovery of fees “[b]ecause there was no contract between the parties.”
Id. at 10. Just Funky fails to explain why we should interpret the Arkansas Supreme
Court’s rejection of fees in a case that was not based on a contract dispute as
announcing a new limitation on fee awards in breach of contract actions. Because
we cannot reconcile Just Funky’s interpretation with the Arkansas Supreme Court’s
guidance that it “do[es] not lightly overrule cases” and maintains a “strong
presumption in favor of the validity of prior decisions,” see Thomas v. State, 257
S.W.3d 92, 99 (Ark. 2007), we will not adopt it here. Therefore, the district court
did not abuse its discretion in awarding Think 3 Fold attorney’s fees under
§ 16-22-308 related to its successful “no contract” defense at summary judgment.
III. Conclusion
Accordingly, we affirm the judgment of the district court.
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