West v. West

891 So.2d 203

Deborah Gayle Thornton WEST v. Charles Timothy WEST.

No. 2002-IA-01158-SCT.

Supreme Court of Mississippi.

December 2, 2004.

Patrick F. McAllister, William B. Pemberton, II, Ridgeland, attorneys for appellant.

John V. Eskrigge, James A. Becker, Jr., Edward L. Carlisle, Jackson, attorneys for appellee.

EN BANC.

ON MOTION FOR REHEARING

WALLER, Presiding Justice, for the Court.

¶ 1. Treating Deborah Gayle Thornton West's Motion for Clarification as a Motion for Rehearing, the Motion for Rehearing is granted. The prior opinion is withdrawn, and this opinion is substituted therefor.

¶ 2. This family law case concerns a property settlement agreement between former spouses Charles Timothy West (Tim) and Deborah Gayle Thornton West (Debbie). Over five years after the court approved the property settlement agreement and the parties had abided by its terms, Tim stopped complying with the agreement. Debbie brought a contempt action against Tim, and after a bench trial the chancellor court voided certain provisions of the agreement, ordering that the parties resubmit the alimony issue to the court. Debbie sought an interlocutory appeal which this Court granted.

FACTS

¶ 3. Tim and Debbie were married on July 28, 1979. They had three children during their marriage. Tim and Debbie divorced in November 1994 after filing a Joint Complaint for Divorce that incorporated a property settlement agreement. Over five years after the divorce, Tim stopped paying what was due pursuant to the property settlement agreement. Debbie then filed a contempt proceeding. Tim argued that the alimony and division of marital assets provisions in the property settlement agreement were ambiguous.¹

¶ 4. In the middle of the trial, the chancellor wrote to counsel informing them of his initial thoughts on the case. He stated:

1. The Property Settlement Agreement in this case can only be described as "[a] [i]nvitation to [l]itigation." It is ambiguous and contradicts itself in certain respects.

2. Mrs. West's claim that she is entitled to alimony based upon K-1 filings where no actual cash distribution was received by Mr. West is ludicrous and will not be sustained by the Court.

3. As to division of "marital assets," the [a]greement fails to define what they are. The term "marital assets" is now clearly defined by Ferguson and Hemsley and their progeny. Prior to those cases, Mississippi was a "title state."

4. Assuming that Mrs. West became vested with an equitable interest in 50% of Mr. West's ownership of stock or other interest in the family business as a marital asset, I question whether she could claim entitlement to a sum greater than the value of those interests as of the date of the agreement. Any enhanced value after the date of that agreement would not constitute a "marital asset."

5. Although the alimony provision of the agreement mentions business income, it goes on to specify salary or wages, bonus and director fees as the specific items to be included. As a general rule of contract construction, specific language controls and limits general language within a contract.

6. Although the Court has not yet seen the specific restrictions on transfer of Mr. West's stock in the family business, the Court is very familiar with those type restrictions. And if those restrictions are as broad as some I have prepared as a lawyer, Mrs. West will never realize anything out of that stock ownership unless those businesses are sold by consent of all the stockholders.

¶ 5. After a trial on the controversial provisions, the chancery court entered its judgment, finding certain provisions of the agreement were conflicting and confusing, that it was unable to resolve the differences, that there was no meeting of the minds between the Wests as to the alimony provision of the agreement, and that, in the absence of an agreement between the parties, the issue should be presented anew to the court.

¶ 6. Tim filed a Motion for Amendment to Judgment, to Make Additional Findings, and/or for a New Trial on Certain Issues. Debbie then filed a Motion for Entry of Findings and Conclusions, to Alter or Amend Judgment or, Alternatively, for a New Trial. Debbie then filed a Motion for Certification Pursuant to M.R.C.P. 54(b), Alternatively, for Leave to File an Interlocutory Appeal Pursuant to M.R.A.P. 5. The chancery court issued an interlocutory order denying Debbie's Motion for Rule 54(b) Certification, her Motion for Interlocutory Appeal, and Tim's Motion for a New Trial. The trial court also stated in its interlocutory order that the provisions in question were "unconscionable, constitute[d] illegal escalation clauses, [were] incapable of understanding, and [were] unenforceable due to the confusing, ambiguous, and contradictory language contained therein."

¶ 7. We granted Debbie's petition for permission to appeal from the interlocutory order. See M.R.A.P. 5.

STANDARD OF REVIEW

¶ 8. Our standard of review for all appeals involving domestic relations matters is limited. We will not disturb the findings of a chancellor unless the chancellor was "manifestly wrong, clearly erroneous, or an erroneous legal standard was applied." Perkins v. Perkins, 787 So.2d 1256, 1260 (Miss.2001).

DISCUSSION

¶ 9. Debbie raises six issues in her appeal. First, whether the trial court erred in voiding the alimony and division of marital assets provisions of the property settlement agreement.² Second, whether the trial court erred in failing to determine that $411,000 in corporate loans made to Tim were distributions to which Debbie was entitled under the property settlement agreement. Third, whether the trial court erred in failing to determine that Tim breached his obligation to Debbie under their pre-divorce death benefit agreement. Fourth, whether Debbie is entitled to attorneys fees for the contempt action and subsequent appeal. Fifth, whether the trial court lacked jurisdiction to determine alimony and division of marital assets anew in the absence of the parties' voluntary written consent. And sixth, whether the trial court erred in granting Tim's motion to quash Debbie's subpoenas of West Quality documents.

I. Validity of the Property Settlement Agreement

A. Does Rule 60 Apply?

¶ 10. Mississippi Rule of Civil Procedure 60(b) allows relief "[o]n motion and upon such terms as are just" from a judgment or order in a limited number of circumstances including any "reason justifying relief from the judgment." M.R.C.P. 60(b)(6) (emphasis added). Debbie argues that Rule 60 does not allow Tim to challenge the chancery court's judgment over five years after it was entered. However, Tim's Counterclaim for Relief was merely a response to Debbie's contempt action, not a motion for relief from a judgment or order, and we therefore find that Rule 60 is wholly inapplicable to this case.

B. Ambiguity

¶ 11. Both parties make numerous arguments about whether the agreement is ambiguous. Debbie argues that the parties simply agreed to equally divide Tim's business and employment income so that both parties would receive the same annual net income. Tim argues the property settlement agreement provisions are ambiguous and offers as an example the provision that, upon the divorce of the parties, the periodic alimony will change to lump sum installment alimony; yet the amount of the lump sum is not specified.

¶ 12. "[S]ettlement agreements entered into by divorcing spouses and judicially approved under our Irreconcilable Differences Divorce Act become a part of the decree and enforceable as such as though entered by the court following contested proceedings." Bell v. Bell, 572 So.2d 841, 844 (Miss.1990) (citation omitted). When the Irreconcilable Differences Divorce Act has been complied with, the custody, support, alimony, and property settlement agreement becomes a part of the final decree for all intents and purposes. Switzer v. Switzer, 460 So.2d 843, 845 (Miss.1984). If the agreement is sufficient to comply with the statute, that is enough to render it a part of the final decree of divorce as if the decree had been rendered by the chancery court following a contested divorce proceeding. Id. at 846.

¶ 13. "[P]roperty settlement agreements are contractual obligations." In re Estate of Hodges, 807 So.2d 438, 442 (Miss.2002). The provisions of a property settlement agreement executed prior to the dissolution of marriage must be interpreted by courts as any other contract. Id. at 445. In East v. East, 493 So.2d 927, 931-32 (Miss.1986), we held "[a] true and genuine property settlement agreement is no different from any other contract, and the mere fact that it is between a divorcing husband and wife, and incorporated in a divorce decree, does not change its character."

¶ 14. We have delineated a three-tiered process for contract interpretation. Pursue Energy Corp. v. Perkins, 558 So.2d 349, 351 (Miss.1990). First, we look to the "four corners" of the agreement and review the actual language the parties used in their agreement. Id. at 352. When the language of the contract is clear or unambiguous, we must effectuate the parties' intent. Id. However, if the language of the contract is not so clear, we will, if possible, "harmonize the provisions in accord with the parties' apparent intent." Id. Next, if the parties' intent remains uncertain, we may discretionarily employ canons of contract construction. Id. at 352-53 (citing numerous cases delineating various canons of contract construction employed in Mississippi). Finally, we may also consider parol or extrinsic evidence if necessary. Id. at 353.

¶ 15. The three-tiered approach is not a "rigid `step-by-step' process." Id. at 351 n. 6. "Indeed, overlapping of steps is not inconceivable." Id. We further note that, when examining the contractual provisions of property settlement agreements, special deference is afforded such agreements. As we have stated:

In property and financial matters between the divorcing spouses

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