Jordan v. Romani

THERESA A. JORDAN v. PAUL NICHOLS ROMANI

No. 1655

COURT OF SPECIAL APPEALS OF MARYLAND

September Term, 2019

January 29, 2021

Circuit Court for Montgomery County

Case No. 139152-FL

UNREPORTED

Leahy, Shaw Geter, Raker, Irma S. (Senior Judge, Specially Assigned), JJ.

Opinion by Shaw Geter, J.

*This is an unreported opinion, and it may not be cited in any paper, brief, motion, or other document filed in this Court or any other Maryland Court as either precedent within the rule of stare decisis or as persuasive authority. Md. Rule 1-104.

Theresa A. Jordan, appellant, and, Paul Nichols Romani, appellee, were granted a Judgment of Absolute Divorce on May 23, 2017, in the Circuit Court for Montgomery County. A written settlement agreement between the parties that resolved all support and property rights was incorporated into the judgment. Relevant to the issues on appeal, the settlement agreement provided that the parties would equalize funds in their respective Thrift Savings Plan ("TSP") retirement accounts, according to the value of the accounts on the date of the divorce.

After entry of the judgment of divorce, Ms. Jordan filed a motion seeking relief in the form of interest on her share of Mr. Romani's TSP account that had accrued from the date of the divorce to the date of transfer, which occurred on August 2, 2018. Mr. Romani filed a motion for summary judgment, asserting that the settlement agreement contained no provision for investment gains or losses beyond the date of divorce. He requested Ms. Jordan pay attorney's fees that he incurred to defend the motion for an award of interest. The court granted summary judgment in favor of Mr. Romani and ordered Ms. Jordan to pay the attorney's fees. Ms. Jordan filed an appeal from that order, presenting numerous questions, many of which are duplicative or are not properly before this Court. We have consolidated and distilled Ms. Jordan's questions into three:¹

1. Did the court err in granting summary judgment in favor of Mr. Romani?

2. Did the court err or abuse its discretion in awarding attorney's fees to Mr. Romani?

3. Did the court abuse its discretion in denying Ms. Jordan's motion for sanctions?

For the reasons that follow, we vacate the order granting attorney's fees and remand for further proceedings. We otherwise affirm the judgments of the circuit court.

BACKGROUND

The parties were married in 1981. In 2016, Ms. Jordan filed a complaint for absolute divorce. On February 14, 2017, a mediation conference was held and the parties reached an agreement that resolved support and property rights, including alimony, retirement assets, life insurance, attorney's fees, health insurance, vehicles, and personal property. The terms of that agreement were set forth in a three-page written document ("settlementagreement") that was signed on that date by both parties, their respective counsel, and the senior judge who mediated the case.

With respect to retirement assets, the settlement agreement provided as follows:

• The parties agree to equalize their TSP accounts, valued on the date of divorce

• [Ms. Jordan] will receive 50% of [Mr. Romani's] FERS pension, and [Mr. Romani] will select the full survivor benefit annuity the cost of which the parties will share equally.

• [Mr. Romani] waives his right to [Ms. Jordan's] FERS pension.

• [Ms. Jordan] waives any right to [Mr. Romani's] IRA

The settlement agreement further provided that: "[t]he parties^['] signature below indicate[s] an acknowledgment by the parties of their agreement to these terms and that their attorneys will more fully set forth these terms along with other agreed upon language into a Separation and Property Settlement Agreement." The parties did not, however, enter into a subsequent agreement.

On May 23, 2017, the court entered an order granting Ms. Jordan an absolute divorce that incorporated the terms of the settlement agreement. The court reserved jurisdiction "for the receipt, entry, alteration and/or amendment . . . of any appropriate order(s) pertaining to retirement benefits so as to effectuate the intent of the parties as expressed in their agreement[.]"

On July 31, 2017, Ms. Jordan filed a line striking the appearance of her attorney and indicating her intent to act on her own behalf.² On the same date, Ms. Jordan filed a motion seeking an order to compel Mr. Romani to sign the Qualified Domestic Relations Order("QDRO")³ to effectuate the transfer of her share of Mr. Romani's TSP account.⁴ Ms. Jordan alleged that she signed the QDRO on June 1, 2017 and promptly forwarded it to Mr. Romani's counsel, but that Mr. Romani failed to sign and submit the QDRO to the court. Ms. Jordan requested the court issue an order compelling him to sign it, and that the court order him to pay attorney's fees for the preparation and processing of the QDRO.

On September 18, 2017, Mr. Romani filed an opposition to the motion to compel, denying Ms. Jordan's allegation that there was an "undue delay" in the QDRO process, and explaining that the parties' attorneys had been actively engaged in "numerous conversations." Attached as an exhibit to the opposition was the fully executed QDRO, which, according to Mr. Romani, rendered the motion to compel moot. According to the QDRO, Ms. Jordan's share of Mr. Romani's TSP account, as of the date of the judgment of divorce, was $191,198.14. Ms. Jordan then withdrew her motion to compel.

On February 7, 2018, over three months after the motion was withdrawn, Ms. Jordan filed a second motion to compel, alleging that she withdrew the previous motion to compel based on a belief that the issue had been resolved, but Mr. Romani failed to submit the original signed QDRO to the court and had not provided any reason for his failure to do so.⁵ Ms. Jordan requested Mr. Romani be held in contempt of court, compelled to provide the court with the original signed document, and ordered to contribute to attorney's fees in connection with the preparation of the QDRO.

Two days later, on February 9, 2018, a fully-executed QDRO, signed by the court, was entered on the court docket. On March 16, 2018, the court denied Ms. Jordan's motion to compel and for sanctions as moot.

On July 2, 2018, Ms. Jordan filed a "Motion to Order Transfer of Interest on TSP Funds." She alleged the order that had been entered in February had been "created" from copies of exhibits in the court file, and that Mr. Romani had never provided the court with the fully-executed QDRO. Ms. Jordan maintained Mr. Romani had engaged in unethical delay tactics that hindered the transfer of her share of Mr. Romani's TSP account, and he had done so "for the purpose of unjust enrichment." She requested relief in the form of an award of interest on her share of the TSP account that had accrued since entry of the judgment of divorce.⁶

On May 31, 2019, Ms. Jordan filed an omnibus motion which included a motion for summary judgment.⁷ The court held a hearing on Ms. Jordan's motion for summary judgment on July 10, 2019, where she asserted that she was entitled to summary judgment under a theory of unjust enrichment. She explained that the settlement agreement provided for an equal division in TSP account funds as of the date of the divorce, but Mr. Romani's account had increased in value by the time she received her share of those funds, and therefore, she was entitled to a pro rata share of the amount of the increase. She conceded that the settlement agreement was a contract, and it did not address the issue of interest. She explained she had not expected such a delay in the transfer of funds, and that the issue of interest "never came up." The court denied the motion for summary judgment.

On July 12, 2019, Ms. Jordan filed a pleading entitled "Amended Motion to Recover TSP Earnings from [Mr. Romani] Due to His Unjust Enrichment" ("Amended Motion"). In the pleading, Ms. Jordan alleged that, although the settlement agreement contained no "express element" regarding earnings on TSP account funds, the parties had intended the agreement would include language providing that the TSP accounts would be valued as of the date of entry of the Judgment of Absolute Divorce, "plus or minus any investment experience through the date of transfer." Ms. Jordan sought the same relief as in her earlier motions to transfer interest, i.e., an order awarding investment gains on her share of theTSP account. In addition, Ms. Jordan asked the court to sanction Mr. Romani for bad faith and contempt of court for failing to file the original executed QDRO for processing.

Mr. Romani filed a motion for summary judgment on the Amended Motion, maintaining that Ms. Jordan could not assert a claim of unjust enrichment because there was an express contract that addressed the distribution and division of the parties' retirement accounts. In addition to requesting judgment as a matter of law, Mr. Romani asked the court to order Ms. Jordan to reimburse him for attorney's fees incurred to defend the unjust enrichment litigation.

On August 30, 2019, the court held a hearing on all open motions, beginning with Mr. Romani's motion for summary judgment. Counsel for Mr. Romani argued that neither the settlement agreement nor the QDRO contained a provision entitling Ms. Jordan to interest upon the transfer of her share from Mr. Romani's TSP account, and Ms. Jordan should not be permitted to renegotiate terms she had agreed to by asserting a claim of unjust enrichment. Ms. Jordan once again conceded that she had not asked for a provision regarding investment experience on the TSP account, but asserted she had a case for unjust enrichment because "the contract did not expressly address this issue[,]" and because Mr. Romani had delayed processing of the QDRO in bad faith. The court granted Mr. Romani's motion for summary judgment, stating,

the agreement reached by the parties, which is binding on the parties and resolves all property matters, says that the accounts are to be equalized as of the date of

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