Cole, J. v. Cole, L. ( 2017 )


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  • J-A33029-16
    NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37
    JACK J. COLE                                     IN THE SUPERIOR COURT OF
    PENNSYLVANIA
    Appellee
    v.
    LAURA M. COLE
    Appellant                 No. 606 WDA 2016
    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.:                              FILED APRIL 24, 2017
    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.1 The trial court
    set forth the relevant facts as follows:
    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],
    ____________________________________________
    *
    Retired Senior Judge assigned to the Superior Court.
    1
    Wife refers to the agreement as a postnuptial agreement, while Husband
    refers to it as a marital settlement agreement.
    J-A33029-16
    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
    -2-
    J-A33029-16
    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.[2]
    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.
    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.3              On
    June 11, 2015, the trial court held a hearing on Husband’s petition.
    ____________________________________________
    2
    Attorney Kelley received the message approximately one week after the
    joint meeting.
    3
    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.
    -3-
    J-A33029-16
    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.4 On appeal, Wife presents the following issue:
    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,
    ____________________________________________
    4
    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.
    -4-
    J-A33029-16
    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.
    -5-
    J-A33029-16
    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.
    -6-
    J-A33029-16
    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:
    -7-
    J-A33029-16
    (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.
    (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.
    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.
    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
    -8-
    J-A33029-16
    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.5 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”).
    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.
    ____________________________________________
    5
    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.
    -9-
    J-A33029-16
    Judgment Entered.
    Joseph D. Seletyn, Esq.
    Prothonotary
    Date: 4/24/2017
    - 10 -
    Circulated 04/18/2017 03:21 PM
    IN THE COURT OF COMMON PLEAS OF FAYETTE COUNIY, PENNSYLVANIA
    CMLDMSION
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    RULE 1925(b) OPINION
    LINDAR CORDARO,J.
    This Court entered an Order and Opinion in the above matter on July 1, 2015,
    granting Plaintiffs Petition for Special Relief to Confirm Settlement Agreement and to
    Stay Defendant's Claim for Spousal Support. Counsel for Appellant-Defendant filed an
    appeal on April 27, 2016, after which this Court directed Appellant-Defendant's counsel
    to file a Concise Statement of Matters Complained of on Appeal. The Concise Statement
    was subsequently filed on May 20, 2016.
    This matter centers on the enforceability of an oral agreement between the parties
    as to the distribution of marital property. Appellant-Defendant's counsel insists on
    making the distinction that this agreement was in the form of a "post-nuptial agreement"
    rather than a "marital property settlement agreement." The Court does not find there to
    be any significance to this distinction, as either variation is subject to the same general
    contract principles. Simeone v. Simeone, 
    581 A.2d 162
    , 165 (Pa. 1990) ("Prenuptial
    agreements are contracts, and, as such, should be evaluated under the same criteria as
    are applicable to other types of contracts"); Stoner v. Stoner, 
    819 A.2d 529
    , 533 n. 5 (Pa.
    ,(
    2003) ("the principles applicable to antenuptial agreements are equally applicable to
    postnuptial agreements, although the circumstances may slightly differ"); Luber v. Luber,
    
    614 A.2d 771
    , 773 (Pa. Super. Ct. 1992), citing Lipschutz v. Lipschutz, 
    571 A.2d 1046
    (Pa
    Super. Ct. 1990) ("A property settlement agreement is enforceable by utilizing the same
    rules of law used in determining      the validity of contracts"); See Also Horowitz v.
    Horowitz, 
    600 A.2d 982
    (Pa. Super. Ct. 1991). As such, the only relevant inquiry as far as
    this Court is concerned is whether an enforceable agreement was created between the
    parties.
    The general framework of an enforceable agreement is surely well known to any
    legal professional.   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, 486A.2d478 (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).
    Both parties refer only to Luber as legal authority in their oral arguments. In
    Luber, the Petitioner-Wife sought an order requiring Respondent-Husband to comply
    with the terms of an oral settlement agreement that was made before a Master, but never
    reduced to a writing. The agreement was enforced by both the trial court and Superior
    Court, as the record before the Master indicated an understanding and assent to the
    agreement on the part of both parties. 
    Id., at 773.
    Appellant-Defendant in the instant
    matter argues that Luber should be distinguished from this case, as the agreement here
    was not made before a Master, nor was it on the record. Further, Appellant-Defendant
    argues that there was not a full disclosure of the marital assets, which would be necessary
    if the agreement were characterized as a postnuptial agreement. This Court found no
    merit to Appellant-Defendant's argument, as the undisputed evidence of record
    demonstrated full disclosure through a two-page list of assets used by the parties and a
    calculation of assets made by Attorney Michelle Kelly,who was present for the settlement
    discussion. Additionally, there was a clear agreement upon value and distribution of
    those assets, and nothing in Luber persuaded this Court that the presence of a Master is
    determinative as to whether a contract was formed between the parties.
    Lastly, Appellant-Defendant's Concise Statement also provides that the parties
    subsequently withdrew from the agreement, but the evidence of record does not support
    this conclusion. It was undisputed that Appellant-Defendant left a voicemail for Attorney
    Kelly that she no longer wished to sign the agreement, and later, Respondent-Plaintiff
    requested that she not draft the agreement. However, the language of that conversation
    is telling, as Attorney Kelly indicated on record that Mr. Cole "didn't want to pay for it if
    (
    I\,
    it wasn't going to serve any purpose at this point." Petition for Special Relief Proceedings,
    p. 25 (June 11, 2015). Counsel for Respondent-Plaintiff further clarified this statement
    by asking Attorney Kelly if Mr. Cole indicated simply that he did not wish to pay for a
    written agreement, rather than that he had changed his mind, and Attorney Kelly
    confirmed that this was in fact the case. Proceedings, p.44; This Court finds that there
    most certainly was a meeting of the minds between the parties as to the distribution of
    marital assets by way of an oral agreement made before Attorney Michelle Kelly, and as
    such, that agreement is legally enforceable.
    The Court respectfully submits the aforementioned reasoning for its order and
    opinion in this matter for the Superior Court's consideration.
    ~'fL                 £1           LJ~
    LINDA R. CORDARO, JUDGE