Gaudette v. Gaudette

2023 NY Slip Op 06786

Linda Gaudette, Respondent, v. Bruce Gaudette, Appellant.

No. CV-23-0135

Supreme Court of New York, Third Department

December 28, 2023

Calendar Date:November 13, 2023

Niles & Bracy, PLLC, Plattsburgh (John M. Crotty of counsel) for appellant.

Copps DiPaola Silverman, PLLC, Albany (Joseph R. Williams of counsel), for respondent.

Before: Lynch, J.P., Clark, Ceresia, Fisher and Mackey, JJ.

Clark J.

Appeals (1) from an order of the Supreme Court (William A. Favreau J.), entered October 17, 2022 in Clinton County, which denied defendant's motion to enforce the parties' prenuptial agreement, (2) from an order and amended order of said court, entered January 26, 2023 and March 9, 2023 in Clinton County, directing, among other things, equitable distribution of the parties' marital property, and (3) from the judgment entered thereon.

In May 1977, plaintiff (hereinafter the wife) and defendant (hereinafter the husband) entered into a prenuptial agreement in anticipation of their wedding, which took place in June 1977 in the Province of Quebec, Canada. The wife filed for divorce in October 2020, and the husband thereafter filed a motion seeking to enforce the prenuptial agreement and seeking division of the parties' assets in accordance with its terms. Through an order entered October 17, 2022, Supreme Court found that the material terms of the prenuptial agreement were vague and undefined, rendering the agreement void; as such, the court denied the husband's motion. The parties proceeded to a bench trial in December 2022, where they stipulated to the value of most of the parties' property and accounts, as well as to the division of the same. At trial, the husband continued to seek division of certain disputed property in accordance with the prenuptial agreement - despite the court's earlier finding that said agreement was void - while the wife sought to have those assets divided equally. Supreme Court accepted the parties' stipulations and, through an order entered January 26, 2023, adopted the wife's proposal and divided the disputed property. Then, in March 2023, the court issued an amended order which was substantively identical to the January 2023 order except that it attached and incorporated the parties' stipulations and the wife's proposal. Thereafter, Supreme Court issued a judgment of divorce incorporating the March 2023 amended order. The husband appeals from the October 2022 order, as well as from the January 2023 order, the March 2023 amended order and the judgment of divorce. ^[1]

"[D]uly executed prenuptial agreements are generally valid and enforceable given the strong public policy favoring individuals ordering and deciding their own interests through contractual arrangements" (Van Kipnis v Van Kipnis, 11 N.Y.3d 573, 577 [2008] [internal quotation marks and citations omitted]; accord Carter v Fairchild-Carter, 187 A.D.3d 1360, 1361-1362 [3d Dept 2020]). ^[2] "To form a binding contract, there must be a meeting of the minds, so that there is a manifestation of mutual assent that is sufficiently definite to assure that the parties are truly in agreement with respect to all material terms" (Matter of Eckert, 217 A.D.3d 1151, 1152 [3d Dept 2023] [internal quotation marks, brackets and citations omitted], lv dismissed 40 N.Y.3d 1024 [2023]; see Harris v Schreibman, 200 A.D.3d 1117, 1124-1125 [3d Dept 2021]). Where a "contract is unambiguous, its construction is a matter of law, and the intent of the parties must be found within the four corners of the contract, giving a practical interpretation to the language employed and reading the contract as a whole" (Ficel Transp., Inc. v State of New York, 209 A.D.3d 1153, 1155 [3d Dept 2022] [internal quotation marks and citations omitted]; see Greenfield v Philles Records, 98 N.Y.2d 562, 569 [2002]; Cerand v Burstein, 72 A.D.3d 1262, 1265 [3d Dept 2010]). "Ambiguity in a contract arises when the contract, read as a whole, fails to disclose its purpose and the parties' intent, or where its terms are subject to more than one reasonable interpretation" (Universal Am. Corp. v National Union Fire Ins. Co. of Pittsburgh, Pa., 25 N.Y.3d 675, 680 [2015] [internal quotation marks and citations omitted]; accord Donohue v Cuomo, 38 N.Y.3d 1, 13 [2022]). When presented with an ambiguous contract, the court should resort to extrinsic evidence - which may require an evidentiary hearing - to attempt to ascertain the parties' intent (see Donohue v Cuomo, 38 N.Y.3d at 15; Evans v Deposit Cent. Sch. Dist., 183 A.D.3d 1081, 1083 [3d Dept 2020]; Matter of Delmar Pediatrics Asthma & Allergy Care, P.C. [Pasternack-Looney], 35 A.D.3d 987, 988 [3d Dept 2006]).

Here, upon finding that the language of the prenuptial agreement was ambiguous, Supreme Court skipped these steps and invalidated the agreement. In doing so, the court erred, as "[s]triking down a contract as indefinite and in essence meaningless is[,] at best[,] a last resort" (Matter of 166 Mamaroneck Ave. Corp. v 151 E. Post Rd. Corp., 78 N.Y.2d 88, 91 [1991] [internal quotation marks and citation omitted]; accord Tompkins Fin. Corp. v John M. Floyd & Assoc., Inc., 144 A.D.3d 1252, 1254 [3d Dept 2016]). We now undertake this analysis, first considering whether the parties' intent can be gleaned from the four corners of the prenuptial agreement, giving its language and provisions "their plain and ordinary meaning" (O'Toole v Marist Coll., 206 A.D.3d 1106, 1108 [3d Dept 2022] [internal quotation marks and citations omitted]).

Pursuant to article II of the prenuptial agreement, the parties agreed to "contribute to the expense of the household in proportion to their respective means." Although "means" is not defined in the agreement, its plain and ordinary meaning makes clear that the parties intended to refer to their "[a]vailable resources" or "income" (Black's Law Dictionary [11th ed 2019], means). However, as the four corners of the agreement do not provide any guidance as to what is encompassed in the "expense of the household," the agreement is ambiguous and extrinsic evidence is required to ascertain the parties' intent (see Bailey v Fish & Neave, 8 N.Y.3d 523, 528 [2007]; Matter of John U. v Sara U., 195 A.D.3d 1280, 1282-1283 [3d Dept 2021]; Evans v Deposit Cent. Sch. Dist., 183 A.D.3d at 1083). Article III is similarly ambiguous. Pursuant thereto, the husband has a duty to spend a specified sum on "household furniture and household effects" within the first year of marriage and a duty to replace such items as they "become worn or destroyed." Although undefined, as relevant to the household, "furniture" refers to "things such as chairs, tables, beds, cupboards, etc. that are put into a house... to make it suitable and comfortable for living... in" (Cambridge Dictionary, furniture [https://dictionary.cambridge.org/us/dictionary/english/furniture]), while "household effects" refers to "[t]angible or movable personal property other than money" which "are used in connection with a home" (Black's Law Dictionary [11th ed 2019], goods, household goods; see Black's Law Dictionary [11th ed 2019], household effects). These definitions help narrow the types of items that the husband had a duty to acquire, but it remains ambiguous whether the parties intended for appliances and other household items to be subsumed within such contractual terms, requiring the court to resort to extrinsic evidence (see Bailey v Fish & Neave, 8 N.Y.3d at 528). Supreme Court should also have resorted to extrinsic evidence to determine whether the parties had an objective intent which would trigger the husband's duty to replace household furniture or effects that became worn - defined as having become deteriorated by use (see Merriam-Webster.com Dictionary, wear [https://www.merriam-webster.com/dictionary/wear]; worn [https://www.merriam-webster.com/dictionary/worn]).

Having determined that the prenuptial agreement is ambiguous, we next consider whether the extrinsic evidence proffered by the parties resolves these ambiguities. As relevant to article II, the parties' affidavits make clear that, for the duration of the marriage, the husband and the wife met once per month to review "the expense[s] of the household" and the husband then gave the wife money to "cover [his] half of those expenses." As previously noted, the prenuptial agreement does not define what constituted an "expense of the household"; however the parties' intent can be gleaned through their subsequent conduct, and their submissions reveal a mutual understanding that such term includes the bills and carrying costs for the marital residence as well as other common joint marital expenses, such as gifts for family and friends, rendering article II sufficiently definite (see Alternatives Fed. Credit Union v Olbios, LLC, 14 A.D.3d 779, 781 [3d Dept 2005]; see also Matter of 166 Mamaroneck Ave. Corp. v 151 E. Post Rd. Corp., 78 N.Y.2d at 91). Turning to article III, however, the parties' submissions fail to resolve the ambiguities. For example, it is unclear whether marital gifts or joint expenditures may be included in the calculation to satisfy the husband's duty to "expend [a specified sum] within one year from the date of the marriage in the acquisition of household furniture and household effects," or whether appliances and other household items are encompassed within those terms. Further, although the prenuptial agreement clearly obliges the husband to pay the wife an additional specified lump sum "during the continuance of their marriage," neither the agreement nor the parties' submissions illuminate...