Opinion
DOCKET NO. A-1292-13T1
05-06-2015
PHILIP SERCIA, Plaintiff-Respondent, v. MELISSA SERCIA, n/k/a MELISSA SIDOTI, Defendant-Appellant.
Pashman Stein, P.C., attorneys for appellant (Robert B. Kornitzer, of counsel and on the brief; Kristi L. Terranova, on the briefs). Keith, Winters & Wenning, attorneys for respondent (Brian D. Winters, on the brief).
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION Before Judges Lihotz and Espinosa. On appeal from the Superior Court of New Jersey, Chancery Division, Monmouth County, Docket No. FM-13-182-10. Pashman Stein, P.C., attorneys for appellant (Robert B. Kornitzer, of counsel and on the brief; Kristi L. Terranova, on the briefs). Keith, Winters & Wenning, attorneys for respondent (Brian D. Winters, on the brief). PER CURIAM
Defendant Melissa Sercia, now known as Melissa Sidoti, appeals from a post-judgment matrimonial order denying her motion for payment of supplemental alimony from plaintiff's annual bonus income. We affirm.
Plaintiff Philip Sercia and defendant were married in 1999 and have two children. Plaintiff initiated this action for divorce and the parties amicably resolved all collateral issues arising in the action. A property settlement agreement (PSA) was incorporated into the final judgment of divorce from bed and board (JOD), filed on June 7, 2010.
Plaintiff agreed to pay alimony and child support based on his salary of approximately $125,000, and defendant's imputed income of $2 0,000. Paragraph 5.4 addressed plaintiff's bonus income. The provision, which is partially typed and partially hand-written, states:
In addition the parties agreed that [plaintiff] is paid a bonus once per year. . . . The parties have agreed that [plaintiff] shall pay to [defendant] one third of the net cash bonus earned each year. [Defendant] shall only be entitled to said share when [plaintiff]'s bonus totals one-hundred thousand dollars, i.e., it is the parties' intent that [defendant]'s total alimony package shall be capped at [plaintiff] earning a $125,000 base salary plus up to a $100,000 bonus. The parties agree that [defendant]'s share of the bonus shall be 1/3 unallocated support on the first one hundred thousand dollars earned as a cash bonus by [plaintiff], up to $100,000 cash base, the net amount being [taxed at plaintiff]'s regular tax bracket . . . .
In March 2011, defendant moved to enforce litigant's rights. Among the relief requested, she sought to compel plaintiff's payment of one-third of his annual bonus, which was paid in January. The total compensation received was approximately $53,221. Plaintiff did not oppose the motion. The motion judge denied the request, finding plaintiff's bonus had not reached $100,000. Citing paragraph 5.4 of the parties' PSA, the judge found defendant was entitled to supplemental alimony only "when [plaintiff]'s bonus totals one-hundred thousand dollars," a threshold that had not been met.
Defendant, appearing pro se, filed a second motion addressing only her entitlement to supplemental alimony, which plaintiff opposed and filed a cross-motion. The motion was denied as procedurally defective, with leave to refile.
These pleadings are not included in the record.
A third motion addressing this issue was filed in August 2013. Included in her requests was a demand for discovery regarding plaintiff's gross and net bonus income, payment of one-third of the net bonus income for 2010, 2011, and 2012, and counsel fees and costs. Plaintiff did not respond or appear.
A different Family Part judge reviewed defendant's motion. Oral argument was not held. In a September 30, 2013 order, accompanied by a written statement of reasons, the judge granted defendant's request for discovery, but denied her demand for payment of supplemental alimony and for an award of counsel fees. Specifically, in denying defendant's request for supplemental alimony, the judge interpreted the PSA consistent with that of the prior motion judge. He noted "[t]he fact . . . the parties agree[d] that the percentage of the bonus on the first $100,000 shall be unallocated, does not lower or do away with the $100,000 threshold." This appeal ensued.
Defendant renews the arguments presented in her motions. She focuses on two sentences in paragraph 5.4. In reciting these sentences, we have highlighted relevant language.
The first sentence (the limitation provision), which was relied upon by the motion judges, states: "[Defendant] shall only be entitled to said share when [plaintiff]'s bonus totals one-hundred thousand dollars, i.e., it is the parties' intent that [defendant]'s total alimony package shall be capped at [plaintiff] earning a $125,000 base salary plus up to a $100,000 bonus." (Emphasis added). The second sentence (the clarification provision), follows and states: "The parties agree [defendant]'s share of the bonus shall be 1/3 unallocated support on the first one hundred thousand dollars earned as a cash bonus by [plaintiff], up to $100,000 cash base, the net amount being [taxed at plaintiff]'s regular tax bracket . . . ."
Defendant maintains when read together, the interpretation error by the motion judges is apparent. Acknowledging the limitation provision was inartfully worded, defendant argues the agreement was intended to confer alimony payments, not only from plaintiff's base salary, but also from his bonus income. She maintains granting her one-third of the net bonus aligns with the deal the parties struck regarding base alimony, which approximates one-third of the difference after subtracting her imputed income from plaintiff's net salary. She also points out the clarification provision limits supplemental alimony to the first $100,000 of plaintiff's bonus income, suggesting were the motion judge's interpretation upheld, her right to supplemental alimony would occur only upon the fortuitous event that plaintiff's bonus equals exactly $100,000.
Plaintiff's response characterizes defendant's interpretation of the PSA as "mistaken." The record does not contain his understanding of the parties' agreement, as he never filed an affidavit challenging defendant's assertions.
Well-defined legal principles guide our review of the parties' PSA. "An agreement to settle a lawsuit is a contract, which like all contracts, may be freely entered into and which a court, absent a demonstration of fraud or other compelling circumstances, should honor and enforce as it does other contracts." Brundage v. Estate of Carambio, 195 N.J. 575, 601 (2008) (citation and quotation marks omitted). "When examining the terms of a settlement agreement, we are guided by the rules of contract construction." Globe Motor Co. v. Igdalev, 436 N.J. Super. 594, 601 (App. Div. 2014). See also Thompson v. City of Atl. City, 190 N.J. 359, 379 (2007). "'The polestar of contract construction is to discover the intention of the parties as revealed by the language used by them.'" Igdalev, supra, 436 N.J. Super. at 601 (quoting Karl's Sales & Serv., Inc. v. Gimbel Bros., Inc., 249 N.J. Super. 487, 492 (App. Div.), certif. denied, 127 N.J. 548 (1991)). The parties' intention as expressed is "'revealed by the language used, taken as an entirety; and, in the quest for the intention, the situation of the parties, the attendant circumstances, and the objects they were thereby striving to attain . . . .'" Id. at 601-02. (alteration in original) (quoting Lederman v. Prudential Life Ins. Co. of Am., Inc., 385 N.J. Super. 324, 339 (App. Div.), certif. denied, 188 N.J. 353 (2006)). In that regard, a court may not re-write a contract or grant a better deal than that for which the parties expressly bargained. Solondz v. Kornmehl, 317 N.J. Super. 16, 21 (App. Div. 1998).
The interpretation of a contract is a legal issue, which is subject to our plenary review. Vosough v. Kierce, 437 N.J. Super. 218, 241 (App. Div. 2014), certif. denied, ___ N.J. ___ (2015). We are not bound by "[a] trial court's interpretation of the law and the legal consequences that flow from established facts are not entitled to any special deference." Manalapan Realty, L.P. v. Manalapan Twp. Comm. of Manalapan, 140 N.J. 366, 378 (1995). Rather, legal determinations are reversed on appeal only "when the trial court's conclusions are so 'clearly mistaken' or 'wide of the mark' . . . to ensure that there is not a denial of justice." N.J. Div. of Youth & Fam. Servs. v. E.P., 196 N.J. 88, 104 (2008).
The language used in the first four sentences of paragraph 5.4 is unambiguous. After identifying the bonus, the timing of its receipt, and quantifying defendant's interest as one-third of the net cash earned, the limitation provision allows supplemental alimony only when the one-hundred thousand dollar threshold is met. The meaning is not subject to more than one interpretation.
We also reject defendant's position the clarification provision reveals her entitlement to a portion of all bonus income, up to $100,000. This sentence, although awkwardly worded, is not inconsistent with the limitation provision or the motion judges' conclusions. The clarification provision limits defendant's one-third interest in one-hundred thousand dollars "earned as a cash bonus." Thus, her claim that she would not receive supplemental alimony if the total bonus exceeded one- hundred thousand dollars is not tenable, as she would still receive her share of the defined portion of the cash bonus.
Although defendant's position logically could have been what the parties' intended, she offers no evidence to contradict the express language of the PSA to support her assertion it was drafted in error. For example, defendant did not present the scrivener's affidavit or a transcript from the divorce proceeding reciting testimony of the parties' intent. Absent such evidence, defendant's interpretation is insufficient to demonstrate the clearly written statements in paragraph 5.4 do not reflect the parties' intent at the time the agreement was signed.
Moreover, defendant's reliance on Conforti v. Guliadis, 128 N.J. 318 (1992) is misplaced. In Conforti, the plaintiff sought reformation of a lease executed in conjunction with a property settlement agreement and incorporated into the final judgement of divorce, contending "it was based on mutual mistake and was unfair as written." Id. at 319. The plaintiff also argued the defendant engaged in fraud when inducing her to execute the lease, id. at 321, and sought equitable reformation, id. at 322. The lease allowed the defendant, as the building's owner, to sell the property and end the tenancy of the plaintiff's delicatessen business. Id. at 321. The business and building were marital assets divided during equitable distribution; the plaintiff paid $20,000 to the defendant based on the business's excess value. Id. at 320. However, if the defendant sold the building ending the tenancy, the value of the business was significantly impacted or lost, and that event would leave the plaintiff without resources. Id. at 326-27.
The facts at hand are distinguishable. In Conforti, a hearing was necessary to determine whether the defendant's design was to sell the building at the time the plaintiff was induced to execute the lease. Here, the events triggering plaintiff's obligation to pay supplemental alimony were known and nothing unforeseen at the time the agreement was executed is alleged. Simply, defendant submits no evidence showing disputed material facts existed at the time the PSA was signed.
Based on our conclusion, we need not address the remainder of the arguments advanced by defendant. We reject her arguments as lacking merit. R. 2:11-3(e)(1)(E).
Affirmed. I hereby certify that the foregoing is a true copy of the original on file in my office.
CLERK OF THE APPELLATE DIVISION