Gold Sail Capital, LLC, et al. v. Angelica Kokkalis

Court of Appeals of Indiana | Memorandum Decision 26A-PL-776 | October 20, 2026 	Page 1 of 12
Pursuant to Indiana Appellate Rule 65(E), the trial court and parties shall not take
any action in reliance upon this memorandum decision until it is certified.
MEMORANDUM DECISION
Pursuant to Ind. Appellate Rule 65(D), this Memorandum Decision is not
binding precedent for any court and may be cited only for persuasive value
or to establish res judicata, collateral estoppel, or law of the case.
I N 	T H E
Court of Appeals of Indiana
Gold Sail Capital, LLC, Gold Sail Real Estate, LLC, Stephen
Toyra, Jim Rau, Matt Garofalo, and Paul Griggs,
Appellants-Defendants
v.
Angelica Kokkalis,
Appellee-Plaintiff
October 20, 2026
Court of Appeals Case No.
26A-PL-776
Appeal from the Tippecanoe Superior Court
The Honorable Randy J. Williams, Senior Judge
Trial Court Cause No.
79D01-1908-PL-111
Memorandum Decision by Chief Judge Tavitas

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Judge Felix concurs.
Judge Bradford dissents with separate opinion.
Tavitas, Chief Judge.
Case Summary
[1] 	Gold Sail Capital, LLC (“Gold Sail Capital”), Gold Sail Real Estate, LLC
(“Gold Sail Real Estate”), Matt Garofalo, and Paul Griggs (collectively, “Gold
Sail Defendants”) appeal the trial court’s order compelling arbitration in the
matter filed by Angelica Kokkalis. Concluding that the order from which the
Gold Sail Defendants appeal is not a final judgment or an appealable
interlocutory order, we sua sponte dismiss this appeal.
Issue
[2] 	The Gold Sail Defendants raise two issues, but we address one dispositive issue,
which we restate as whether the order compelling arbitration is an appealable
order.
Facts
[3] 	Gold Sail Capital was formed in 2015, and Gold Sail Real Estate was formed in
2016. Filings in this matter indicate that: (1) Gold Sail Real Estate’s only
member is Gold Sail Capital; (2) Griggs, Garofalo, and Stephen Toyra were
members of Gold Sail Capital; and (3) at some point after May 2017, Toyra was
no longer a member of Gold Sail Capital.

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[4] 	In May 2017, Toyra, on behalf of Gold Sail Real Estate, and Kokkalis, on
behalf of Midland IRA, Inc. FBO Kokkalis, entered into an Operating
Agreement regarding Brownstone Development P2 LLC. Kokkalis invested
$250,000 in exchange for an interest in Brownstone Development P2 LLC. The
Operating Agreement at issue contained an arbitration clause. See Appellants’
App. Vol. II pp. 142-43.
[5] 	In November 2017, Gold Sail Real Estate’s interests in Brownstone
Development P2 LLC were allegedly transferred to Toyra individually without
following the procedures outlined in the Operating Agreement. Toyra then
allegedly transferred his interest to Jim Rau in December 2018.
[6] 	In August 2019, Kokkalis filed her complaint against Toyra, Rau, Gold Sail
Capital, Garofalo, and Griggs. Kokkalis alleged that the defendants breached
the Operating Agreement regarding the development of Brownstone
Development P2 LLC, committed actual and constructive fraud regarding the
real estate project, violated the Indiana Uniform Securities Act, and committed
criminal conversion and theft warranting relief under the Indiana Crime Victim
Relief Act. Kokkalis also requested declaratory judgment.
[7] 	In September 2019, Gold Sail Capital, Garofalo, and Griggs filed a motion to
dismiss for “lack of subject matter jurisdiction.” Id. at 146. They argued that
the Operating Agreement required arbitration of Kokkalis’ claims. They sought
dismissal of the claims and an order compelling arbitration. In October 2019,

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Kokkalis filed an amended complaint adding Gold Sail Real Estate as a
defendant.
[8] 	In March 2020, Kokkalis filed a response in opposition to the motion to
dismiss. Kokkalis pointed out that Gold Sail Capital, Garofalo, and Griggs
were not parties to the Operating Agreement, which contained the arbitration
clause, and Gold Sail Real Estate, Toyra, and Rau had not joined in the motion
to dismiss. In April 2020, Gold Sail Real Estate joined in the motion to
dismiss, and the Gold Sail Defendants filed a reply in support of the motion to
dismiss. The trial court held a hearing on the motion to dismiss and other
pending motions in July 2020. The trial court’s order following the hearing,
however, did not address the motion to dismiss, and the trial court never ruled
on the motion.
[9] 	Litigation then proceeded in the matter for several years.1 In July 2025, the trial
court granted Kokkalis partial summary judgment and found that the sale of
“45 units in Brownstone P2, LLC to Plaintiff, Angelica Kokkalis, was ‘in
connection with the offer, sale, or purchase of a security’ as that phrase is used
in I.C. 23-19-5-1 of the Indiana Uniform Security Act, I.C. 23-19-1, et seq.” Id.
at 229. The trial court ruled that “[a]ll Defendants are bound by this
judgment.” Id.
1 Toyra was pro se and generally failed to appear throughout the proceedings. After a mediation in March
2024, Kokkalis settled with Rau, and he was dismissed from the proceedings. No agreement was reached
with the other defendants.

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[10] 	Trial on the remaining issues was scheduled for November 17, 2025, and a
pretrial conference was held on October 31, 2025. At the pretrial conference,
an off-the-record conversation was held with the trial court, and arbitration was
apparently discussed. Following the pretrial conference, the trial court entered
the following order:
By agreement of the parties, through Counsel, this matter shall be
referred to binding arbitration pursuant to the Indiana Uniform
Arbitration Act. This matter shall be stayed until further Order
of the Court. Parties agree this shall be heard by be [sic] one
arbitrator and the parties request Heather Welch, former
Commercial Court Judge of Marion County[, to] act as
arbitrator.
Parties were set for final Pre-Trial Settlement Conference this
date and Jury Trial to commence November 17, 2025. Counsel
for the Plaintiff argues to the Court that discovery should not be
reopened and no further Motions to Reconsider should be
considered by the Court. Defendants Counsel objects and Court
Denies objection. This case will schedule binding arbitration as
noted above as it stands this date.
Id. at 230.
[11] 	On December 1, 2025, Kokkalis filed a motion to compel binding arbitration,
and the Gold Sail Defendants objected. In the objection, the Gold Sail
Defendants agreed to arbitrate the matter if they could “request reconsideration
by the arbitrator of this Court’s prior rulings” and “request reconsideration
and/or appeal this Court’s jurisdiction over this case from the beginning based
on the parties’ agreement to arbitrate.” Id. at 237. The trial court held a

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hearing on the matter on January 22, 2026. Kokkalis argued that the parties
had agreed to “binding arbitration[.]” Tr. Vol. II p. 6. The Gold Sail
Defendants argued that they did not have a meeting of the minds regarding
reconsideration of the partial summary judgment order and non-appealability of
the arbitration order.
[12] 	The trial court granted Kokkalis’ motion to compel arbitration. The trial court
found: “The parties have AGREED to submit this case to binding arbitration
and this Court ORDERS the same.” Appellants’ App. Vol. II p. 95. The trial
court ordered the arbitration to be conducted by Judge Heather Welch through
Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to the
applicable rules set forth by JAMS. Further, the trial court ordered:
4. The parties have AGREED and this Court ORDERS that any
Award rendered by the arbitrator SHALL be final, conclusive,
and binding upon the parties, and judgment upon any Award
may be entered in any this [sic] court having jurisdiction thereof.
5. The parties have AGREED and this Court ORDERS that the
parties hereby expressly WAIVE any right to jury or bench trial
before this Court, or to seek vacatur of the arbitration award to a
court of law on the merits, errors of fact, or errors of law, except
for the narrow grounds expressly permitted under the Federal
Arbitration Act (FAA), JAMs [sic] Rules, and/or any applicable
rules per Indiana state law including the Indiana Uniform
Arbitration Act, I.C. 34-57-2 et seq. (e.g., fraud, corruption, or
arbitrator misconduct).
6. This Court ORDERS that the parties SHALL NOT engage in
any further motion practice save that necessary to file a Demand

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for Arbitration and to submit filings related to the submission of
the case on the merits. . . .
7. This Court ORDERS that the parties SHALL NOT engage in
any further discovery and discovery remains closed and all
discovery disputes are DEEMED conclusively resolved. . . .
Id. at 96. The Gold Sail Defendants now appeal.
Discussion and Decision
[13] 	In their notice of appeal, the Gold Sail Defendants appeal the trial court’s order
granting arbitration and claim that it was a final order. We conclude, however,
that the trial court’s order compelling arbitration is not a final order and is not
otherwise appealable. Accordingly, we sua sponte dismiss the Gold Sail
Defendants’ appeal.
[14] 	“Absent certain exceptions, the Court of Appeals may exercise jurisdiction only
over final judgments and certain interlocutory orders.” O’Connell v. Clay, 267
N.E.3d 994, 999 (Ind. 2025). We “must have jurisdiction to decide an appeal’s
merits.” Adkins v. State, 279 N.E.3d 356, 358 (Ind. 2026). Indiana Appellate
Rule 5 gives this Court jurisdiction in appeals of final judgments as defined in
Appellate Rule 2(H); appeals of interlocutory orders as defined in Appellate
Rule 14; and certain appeals of agency decisions, which are not applicable here.
[15] 	Although the Gold Sail Defendants claimed that they are appealing a final
judgment, we conclude that the trial court’s order compelling arbitration is not
a final judgment. Under Appellate Rule 2(H), a judgment is a final judgment if:

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(1) it disposes of all claims as to all parties;
(2) the trial court in writing expressly determines under Trial
Rule 54(B) or Trial Rule 56(C) that there is no just reason for
delay and in writing expressly directs the entry of judgment (i)
under Trial Rule 54(B) as to fewer than all the claims or parties,
or (ii) under Trial Rule 56(C) as to fewer than all the issues,
claims or parties;
(3) it is deemed final under Trial Rule 60(C);
(4) it is a ruling on either a mandatory or permissive Motion to
Correct Error which was timely filed under Trial Rule 59 or
Criminal Rule 16; or
(5) it is otherwise deemed final by law.
[16] 	The order granting the motion to compel arbitration does not dispose of all
claims as to all parties, and the order was not certified under Trial Rule 54(B).2
See Ind. Appellate Rule 2(H)(1)-(2). And Appellate Rule 2(H)(3) and 2(H)(4)
are inapplicable here. See, e.g., Baker v. Pickering, 178 N.E.3d 347, 353 (Ind. Ct.
App. 2021) (holding that an order compelling arbitration did “not constitute a
final order under either Indiana Appellate Rule 2(H)(1) or Rule 2(H)(2) because
the order [did] not resolve the parties’ claims for damages and the order was not
certified pursuant to Trial Rule 54(B)”), trans. denied.
2 An order compelling arbitration can qualify as a final order if the sole purpose of the action is to compel
arbitration. See Evansville-Vanderburgh Sch. Corp. v. Evansville Tchrs. Ass’n, 494 N.E.2d 321, 323-24 (Ind. Ct.
App. 1986). This exception, however, does not apply here because the sole purpose of Kokkalis’ action
against the Gold Sail Defendants was not to compel arbitration.

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[17] 	Further, the order is not “otherwise deemed final by law.” Ind. App. R.
2(H)(5). The Indiana Uniform Arbitration Act provides:
An appeal may be taken from:
(1) an order denying an application to compel arbitration made
under section 3 of this chapter (or IC 34-4-2-3 before its repeal);
(2) an order granting an application to stay arbitration made
under section 3(b) of this chapter (or IC 34-4-2-3(b) before its
repeal);
(3) an order confirming or denying confirmation of an award;
(4) an order modifying or correcting an award;
(5) an order vacating an award without directing a rehearing; or
(6) a judgment or decree entered pursuant to the provisions of
this chapter (or IC 34-4-2 before its repeal).
Ind. Code § 34-57-2-19(a).
[18] 	Although an order denying a motion to compel is appealable as of right under
the Indiana Uniform Arbitration Act, the statute does not include an order
granting a motion to compel arbitration as an order from which an immediate
appeal may be taken. Accordingly, an order granting a motion to compel
arbitration is not a final order under Indiana Appellate Rule 2(H)(5).3 See, e.g.,
3 On appeal, the Gold Sail Defendants argue that, when the trial court failed to rule on its initial motion to
dismiss regarding the arbitration provision, the motion was a “de facto denial[.]” Appellants’ Br. p. 11. Our

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Baker, 178 N.E.3d at 354 (holding that Indiana Code Section 34-57-2-19(a)
“does not provide for the appealability of an order compelling arbitration, and
thus, it does not make the trial court’s order compelling arbitration a final
order”).
[19] 	As the trial court’s order was not final, the Gold Sail Defendants cannot appeal
unless the order was an appealable interlocutory order under Indiana Appellate
Rule 14.4 Indiana Appellate Rule 14(A) provides that some appeals from
Supreme Court, however, has held that “[e]rror cannot be assigned to a court’s failure to rule upon a motion.
In such an instance (failure to rule) it cannot be assumed that the motion was denied . . . .” Watkins v. State,
446 N.E.2d 949, 963 (Ind. 1983) (internal quotation omitted); In re Paternity of Tompkins, 542 N.E.2d 1009,
1012 (Ind. Ct. App. 1989) (“Error may not be predicated on the failure of a trial court to rule on a motion.”).
Rather, the moving party’s remedy is filing a motion under Indiana Trial Rule 53.1. See State ex rel. Thoe v.
Marion Superior Ct. 5, 260 N.E.3d 882 (Ind. 2025) (discussing the requirement of filing a motion under Trial
Rule 53.1). The trial court’s failure to rule on the motion to dismiss does not result in a denial of a motion to
compel arbitration or provide this Court with jurisdiction under Indiana Code Section 34-57-2-19(a)(1).
4 Indiana Appellate Rule 14 provides:
A. Interlocutory Appeals of Right. Appeals from the following interlocutory orders are taken
as a matter of right by filing a Notice of Appeal with the Clerk within thirty (30) days after the
notation of the interlocutory order in the Chronological Case Summary:
(1) For the payment of money;
(2) To compel the execution of any document;
(3) To compel the delivery or assignment of any securities, evidence of debt, documents or
things in action;
(4) For the sale or delivery of the possession of real property;
(5) Granting or refusing to grant, dissolving, or refusing to dissolve a preliminary injunction;
(6) Appointing or refusing to appoint a receiver, or revoking or refusing to revoke the
appointment of a receiver;
(7) For a writ of habeas corpus not otherwise authorized to be taken directly to the Supreme
Court;
(8) Transferring or refusing to transfer a case under Trial Rule 75; and
(9) Issued by an Administrative Agency that by statute is expressly required to be appealed as
a mandatory interlocutory appeal.
* * * * *

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interlocutory orders may be taken as a matter of right, but an order compelling
arbitration is not one of these interlocutory orders. See Baker, 178 N.E.3d at
354. Further, the Gold Sail Defendants did not request a discretionary
interlocutory appeal under Appellate Rule 14(B); and Indiana Code Section 34-
57-2-19 does not provide for an interlocutory appeal of an order compelling
arbitration under Appellate Rule 14(D). Accordingly, the Gold Sail Defendants
did not properly appeal the order as an interlocutory order.
[20] 	The Gold Sail Defendants have not met the requirements to bring an appeal of
the order compelling arbitration. Under these circumstances, we lack
jurisdiction and must dismiss the Gold Sail Defendants’ appeal. See, e.g., Baker,
178 N.E.3d at 355 (dismissing the appeal of an order compelling arbitration).
Conclusion
[21] 	We sua sponte dismiss the Gold Sail Defendants’ appeal.
[22] 	Dismissed.
B. Discretionary Interlocutory Appeals. An appeal may be taken from other interlocutory
orders if the trial court certifies its order and the Court of Appeals accepts jurisdiction over the
appeal.
* * * * *
C. Interlocutory Appeals From Orders Granting Or Denying Class Action Certification. The
Court of Appeals, in its discretion, may accept jurisdiction over an appeal from an interlocutory
order granting or denying class action certification under Ind. Trial Rule 23.
* * * * *
D. Statutory Interlocutory Appeals. Other interlocutory appeals may be taken only as provided
by statute.
* * * * *

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Felix, J., concurs.
Bradford, J., dissents with separate opinion.
ATTORNEY FOR APPELLANTS
Anthony E. Dowell
Dowell Commercial Litigation
West Lafayette, Indiana
ATTORNEYS FOR APPELLEE
Steven Kyle Dietrich
Reiling Teder & Schrier, LLC
Lafayette, Indiana
Jason M. Massaro
The Massaro Legal Group, LLC
Cicero, Indiana
Bradford, dissenting.
[23] 	The majority dismisses the instant appeal after sua sponte concluding that we
lacked jurisdiction over the appeal because the appealed order was not a final or
otherwise appealable order. While I acknowledge that it is within our court’s
power to do so, I would grant the parties the opportunity to submit additional
briefing on the jurisdictional question before deciding whether to dismiss the
appeal or proceed to the merits of the Gold Sail Defendants’ appellate claims.