Opinion
J-A33029-16 No. 606 WDA 2016
04-24-2017
JACK J. COLE Appellee v. LAURA M. COLE Appellant
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
Appeal from the Decree Dated March 31, 2016
In the Court of Common Pleas of Fayette County
Civil Division at No(s): 812 of 2015 G.D. BEFORE: LAZARUS, J., SOLANO, J., and STRASSBURGER, J. MEMORANDUM BY SOLANO, J.:
Retired Senior Judge assigned to the Superior Court.
Appellant Laura M. Cole ("Wife") appeals from the March 31, 2016 divorce decree, which made final the court's June 30, 2015 order. That order granted the petition of Appellee Jack J. Cole ("Husband") to confirm a settlement agreement and stay Wife's claim for spousal support. We affirm.
The issue in this case is whether the parties entered into an enforceable oral postnuptial/marital settlement agreement. The trial court set forth the relevant facts as follows:
Wife refers to the agreement as a postnuptial agreement, while Husband refers to it as a marital settlement agreement.
In April 2015, Plaintiff Husband met with his attorney, Michelle Kelley, Esquire, in order to discuss an agreement for the division of marital property. One week later [on April 8, 2015],
the parties together met at the office of Plaintiff Husband's attorney, and they engaged in discussions concerning the division of their assets, resulting from their separation. During this meeting, the parties provided Attorney Kelley a handwritten, two-page document which sets forth a list of various assets and provisions. The document was prepared in Husband's handwriting when the parties met together prior to meeting with Attorney Kelley, and during the meeting between the parties, they agreed upon certain assets that would be retained and/or transferred to each of them. The parties referred to this document during their meeting with Attorney Kelley, and during the joint meeting, Attorney Kelley made notes on the document pertaining to the terms of the parties' agreement.
During their meeting with Attorney Kelley, the parties discussed the value of the marital home, for which they had an appraisal, and they discussed the equity in the home. The parties stipulated that the furnishings in the marital home are valued at $40,000.00. According to testimony from Attorney Kelley, the parties discussed the equity in the vehicles owned by the parties, their respective retirement accounts, and the amount and duration of alimony to be paid to [Wife]. The parties discussed the value of each of their marital assets, as well as the total asset distribution to Wife and to Husband. It was apparent to Attorney Kelley that the parties ha[d] previously discussed the distribution of their assets. Attorney Kelley testified that the parties knew about and understood each of the assets discussed at the meeting. Attorney Kelley informed both parties that she need[ed] to "know clearly" what they [were] agreeing on. Attorney Kelley testified that the parties had a "meeting of the minds" as to how each of the assets would be distributed. The parties discussed the value of each of the assets, and the distributions set forth pursuant to the handwritten list resulted in a distribution to Wife in the amount of $230,000 and to Husband in the amount of $234,500.
Based on the testimony of Attorney Kelley, it is clear that neither party was under duress, nor was there any coercion by either party during the joint meeting with Attorney Kelley. In addition, there was no evidence of any fraud or misrepresentation.
After the parties reviewed their asset distribution with Attorney Kelley, it was understood that Attorney Kelley would
prepare a written agreement to reflect the terms of their oral settlement, and they would each go back into Attorney Kelley's office to sign the agreement the following week.
Subsequent to meeting with the parties, Attorney Kelley received a phone call to inform her that Defendant Wife "changed her mind" and would not sign an agreement.[]
Trial Ct. Op., 6/30/15, at 1-3 (pagination added). After learning that Wife would not sign the agreement, Husband told Attorney Kelley to not prepare it. N.T., 6/11/15, at 25, 44, 60-61. As a result of these calls, Attorney Kelley did not prepare a written agreement. Id. at 25. We further note that both Husband and Attorney Kelley testified at the hearing. Wife did not testify or present any evidence contradicting Husband and Attorney Kelley's version of the events.
Attorney Kelley received the message approximately one week after the joint meeting.
Attorney Kelley received the message approximately one week after the joint meeting.
On April 27, 2015, Husband filed for divorce. On May 6, 2015, Husband filed the "Petition for Special Relief to Confirm Settlement Agreement and to Stay [Wife's] Claim for Spousal Support" that is the subject of this appeal. In his petition, Husband asked the court to enter an order confirming the existence of a binding marital settlement agreement between the parties and to stay Wife's claim for spousal support. On June 11, 2015, the trial court held a hearing on Husband's petition.
According to Husband's petition, Wife filed a claim for spousal support on April 24, 2015, at PACSES Case No. 890115268. See Pet. at ¶ 6. Wife's claim is not in the certified record for this case.
On June 30, 2015, the trial court issued an opinion and order granting Husband's petition. After the divorce decree was entered, Wife filed a timely notice of appeal. On appeal, Wife presents the following issue:
In the past, we held that an order upholding a marital settlement agreement is final and immediately appealable. See Nigro v. Nigro , 538 A.2d 910, 913 (Pa. Super. 1988) (citing Laub v. Laub , 505 A.2d 290 (Pa. Super. 1986)). However, more recently we stated, "[a]lthough neither Laub nor Nigro has been expressly overruled, their precedential value with regard to appealability of an order upholding or enforcing a marital settlement agreement is in doubt." Sneeringer v. Sneeringer , 876 A.2d 1036, 1038 (Pa. Super. 2005). In Sneeringer , we noted that the Rules of Civil Procedure have been amended since Laub and Nigro were decided. See Sneeringer , 876 A.2d at 1038. In light of the current rules, we held in Sneeringer that an order addressing enforceability of a settlement agreement was not a final or collateral order, and thus was not immediately appealable. Id. at 1039-40. We stated that the aggrieved party would have an opportunity to challenge the order once a divorce decree had been entered. Id. at 1040. Accordingly, Wife followed the proper procedure in this case by waiting until the divorce decree was entered to file an appeal.
Whether the terms and conditions of a post-nuptial agreement can be held valid based upon a purported oral agreement that is not in written form and formally executed by either party.Appellant's Brief at 4.
We review a trial court's decision to grant special relief in divorce actions under an abuse of discretion standard as follows:
Judicial discretion requires action in conformity with law on facts and circumstances before the trial court after hearing and consideration. Consequently, the court abuses its discretion if, in resolving the issue for decision, it misapplies the law or exercises its discretion in a manner lacking reason. Similarly, the trial court abuses its discretion if it does not follow legal procedure. An abuse of discretion exists when the trial court has rendered a decision or a judgment which is manifestly unreasonable,
arbitrary, or capricious, has failed to apply the law, or was motivated by partiality, prejudice, bias or ill will.Prol v. Prol , 935 A.2d 547, 551 (Pa. Super. 2007) (citations and quotation marks omitted).
Wife argues that the trial court erred as a matter of law by upholding an agreement that was not in writing and executed by the parties. Wife contends that the agreement at issue was a postnuptial agreement, and that oral postnuptial agreements are unenforceable.
In support of the agreement, Husband relied on Luber v. Luber , 614 A.2d 771 (Pa. Super. 1992), appeal denied , 631 A.2d 1008 (Pa. 1993). See N.T., 6/11/15, at 61-64; Trial Ct. Op., 6/13/16, at 3. In Luber , after the wife filed for divorce, she and her husband set forth the terms of a settlement agreement orally, on the record, before a Master. 614 A.2d at 772. "The Master indicated that, following the parties placing their settlement agreement on the record, a document reflecting that agreement would be drafted by counsel." Id. For reasons that are not clear in the opinion, the agreement was not reduced to writing. Nonetheless, this Court held that the agreement was enforceable, explaining that, "[w]here parties have reached an oral agreement, the fact that they intend to reduce the agreement to writing does not prevent enforcement of the oral agreement." Id. at 773. Wife asserts that Luber is distinguishable because (1) it involved a marital settlement incident to divorce, not a postnuptial agreement; and (2) the oral agreement in Luber was on the record. See Appellant's Brief at 10; N.T., 6/11/16, at 62-63.
In holding in favor of Husband and agreeing to enforce the parties' agreement, the trial court noted that both postnuptial agreements and marital settlement agreements are "subject to the same general contract principles." Trial Ct. Op., 6/13/16, at 1-2 (citing Stoner v. Stoner , 819 A.2d 529, 533 n.5 (Pa. 2003); Simeone v. Simeone , 581 A.2d 162, 165 (Pa. 1990); and Luber , 614 A.2d at 773). The trial court looked to the following general contract principles:
There must be a meeting of the minds, which requires the assent of both parties to the agreement. City of Erie v. Fraternal Order of Police , Lodge 7 , 977 A.2d 3 (Pa. Commw. Ct. 2009); Quiles v. Financial Exchange Co., 879 A.2d 281 (Pa. Super. Ct. 2005). The intent of the parties to be contractually bound is a question of fact to be determined by the factfinder. Luber , 614 A.2d at 773; see also Johnston v. Johnston , 499 A.2d 1074 (Pa. Super. Ct. 1985). In determining the intent of the parties, it is their outward and objective manifestations of assent that matter, rather than their undisclosed and subjective intentions. As such, it is not necessary for the parties to come to a "true and actual meeting of the minds" to form a contract, so long as their manifested intent reasonably suggests their assent to the agreement. Long v. Brown , 582 A.2d 359 (Pa. Super. Ct. 1990); Ingrassia Const. Co., Inc. v. Walsh , 486 A.2d 478 (Pa. Super. Ct. 1984). Moreover, although preliminary negotiations do not constitute a contract, if the parties orally agree to all of the terms of a contract between them and mutually expect the imminent drafting of a written contract reflecting their previous understanding, that oral contract may be enforceable. Trowbridge v. McCaigue , 992 A.2d 199 (Pa. Super. Ct. 2010); Storms ex rel. Storms v. O'Malley , 779 A.2d 548 (Pa. Super. Ct. 2001); Kazanjian v. New England Petroleum Corp., 480 A.2d 1153 (Pa. Super. Ct. 1984).Trial Ct. Op., 6/13/16, at 2-3. Applying these principles, the trial court held that the parties' agreement was enforceable, even though both parties decided at the last minute not to reduce it to writing. We agree.
After careful review of the record, the parties' briefs, and the trial court's decision, we affirm on the basis of the June 13, 2016 trial court opinion by the Honorable Linda R. Cordaro. See Trial Ct. Op., 6/13/16, at 1, 3-4 (holding (1) the distinction between a "post-nuptial agreement" and a "marital property settlement" is not significant to this case; (2) the parties' oral agreement was enforceable because "there most certainly was a meeting of the minds between the parties as to the distribution of marital assets" despite the parties' decision not to commit the agreement to writing; and (3) there was a full disclosure of marital assets and the presence of a Master was unnecessary).
We add that in her appellate brief, Wife relies on Section 3106 of the Divorce Code and the Uniform Commercial Code's Statute of Frauds to support her argument. Wife did not mention these statutes in the trial court, and thus the trial court was not given the opportunity to address their applicability. Even assuming that Wife did not waive her reliance on these statutes, we conclude the statutes are inapplicable.
Section 3106 of the Divorce Code, entitled "Premarital agreements," provides:
(a) General rule.—The burden of proof to set aside a premarital agreement shall be upon the party alleging the agreement to be unenforceable. A premarital agreement shall not be enforceable if the party seeking to set aside the agreement proves, by clear and convincing evidence, that:
(1) the party did not execute the agreement voluntarily; or
(2) the party, before execution of the agreement:
(i) was not provided a fair and reasonable disclosure of the property or financial obligations of the other party;
(ii) did not voluntarily and expressly waive, in writing, any right to disclosure of the property or financial obligations of the other party beyond the disclosure provided; and
(iii) did not have an adequate knowledge of the property or financial obligations of the other party.
23 Pa.C.S. § 3106. By its express terms, Section 3106 applies only to agreements "between prospective spouses made in contemplation of marriage." 23 Pa.C.S. § 3106(b). There are no such statutory regulations addressing postnuptial agreements. Lugg v. Lugg , 64 A.3d 1109, 1112-13 (Pa. Super. 2013). Moreover, Section 3106 deals only with actions to "set aside" a premarital agreement. Section 3106 therefore has no possible application to the agreement in this case. We note that the definition of "premarital agreement" in § 3106 is based on the definition in the Uniform Premarital Agreement Act. See 23 Pa.C.S. § 3106 cmt. This Uniform Act has not been enacted in Pennsylvania and, in any event, it does not apply to postmarital or settlement agreements. See Unif. Premarital Agreement Act § 1 cmt.
(b) Definition.—As used in this section, the term "premarital agreement" means an agreement between prospective spouses made in contemplation of marriage and to be effective upon marriage.
Wife argues that the requirement of a written waiver of disclosure in Section 3106(a)(2)(ii) is relevant because "post-nuptial agreements are to be reviewed under the same principles as a prenuptial agreement." Appellant's Brief at 9. But the "same principles" that apply in this context are the general contract principles described by the trial court. See Stoner , 819 A.2d at 533 ("traditional contract rules should be applied to marriage agreements"). Wife has not identified, and we have not found, any authority to support the proposition that statutes expressly applicable to premarital agreements also apply to postnuptial agreements. See Lugg , 64 A.3d at 1112-13. We therefore find Wife's reliance on Section 3106 misplaced.
We are also unpersuaded by Wife's argument based on the Uniform Commercial Code's Statute of Frauds, 13 Pa.C.S. § 2201, et seq. The Commercial Code applies only to contracts "for the sale of goods." 13 Pa.C.S. § 2201(a); see id. §§ 2105 (defining "goods" as including all things movable), 2106(a) (defining "sale" as "the passing of title from the seller to the buyer for a price").
Wife included an incorrect citation to the statute on page 11 of her brief, making the identity of the statute on which she relied unclear; but Wife's table of citations makes clear that she is relying on the Commercial Code provision. --------
Based on the foregoing and the trial court's well-reasoned analysis, we affirm. In the event of further proceedings that reference this Court's memorandum, the parties shall attach a copy of the trial court's June 13, 2016 opinion.
Order affirmed. Judgment Entered. /s/_________
Joseph D. Seletyn, Esq.
Prothonotary Date: 4/24/2017
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