Camara v. Camara, 09-146.

• Decision Date: 23 June 2010
• Docket Number: No. 09-146.,09-146.
• Citation: 998 A.2d 1058,2010 VT 53
• Parties: June CAMARAv.David CAMARA, Sr.
• Court: Vermont Supreme Court

998 A.2d 1058

2010 VT 53

June CAMARAv.David CAMARA, Sr.

No. 09-146.

Supreme Court of Vermont.

June 2, 2010.

Motion for Reargument Denied June 23, 2010.

Present: REIBER, C.J., DOOLEY, JOHNSON, SKOGLUND, and BURGESS, JJ.

ENTRY ORDER

¶ 1. Husband appeals from the family court's final divorce order, which incorporated a settlement agreement reached by the parties during trial. Husband argues that the court erred in: (1) enforcing the parties' agreement; and (2) ordering him to pay maintenance during the pendency of this appeal. We affirm the final divorce order, but remand to the family court for an accounting of maintenance payments, which husband was not obligated to pay under the terms of the final order.

¶ 2. The record indicates the following. Husband and wife were married for twenty years, and they have two children together, both over the age of majority. Husband has five adult children from a previous marriage. When the parties married, husband owned and operated a fledgling slate business out of his home. During the marriage, the business prospered. Husband's sons from his first marriage entered the business, and husband began gifting stock in one of his businesses, Camara Slate, Inc., to his sons beginning in 2002. Husband owns a 35% interest in Camara Slate and a 99% interest in Vermont Unfading Green Slate, Inc.

¶ 3. Wife initiated divorce proceedings in March 2005, and a two-week divorce hearing was scheduled for March 2009. After the first week of trial, the parties engaged in settlement negotiations. On Friday morning, April 3, husband's attorney sent the following email to wife's attorney:

We had a meeting this morning and mulled over your proposal and respond as follows:

Total Settlement of $1,250,000 paid as follows:

$600,000 at signing

$90,000 ... in the pension/401K transferred to [wife] by QDRO

$200,000 within 60 days

$360,000 (including interest) by 12/31/09

We will secure the $360,000 with a real estate mortgage and we will agree to the full nisi period.

¶ 4. On Friday afternoon, wife's attorney responded to husband's attorney by email as follows: “We have accepted and I am preparing the documents. They will be with you shortly.” Wife's attorney emailed husband's attorney a draft agreement for signature later that day. Wife's attorney noted in the email that she had included a new term-specifically, a provision stating that husband agreed with the other owners of Camara Slate and Vermont Unfading Green to indemnify wife, hold her harmless, and pay her attorney's fees should she be sued by husband, the slate companies, or husband's sons. Wife's attorney later sent a second draft, adding a mutual-release paragraph and signature lines for Camara Slate and Vermont Unfading Green.

¶ 5. On Monday, April 6, husband refused to sign the agreement. Wife filed an emergency motion to enforce, and, following a hearing, the court granted wife's motion. The court found as follows. At the time husband's attorney sent his settlement offer by email, husband knew all of the terms of the offer. Husband had authorized his attorney to make the offer in full and final settlement of the divorce. Wife reviewed the offer and authorized her attorney to accept it on her behalf. Following the acceptance, wife's attorney began to draft documents. Wife and her attorney also took steps to stop trial preparation. Later that afternoon, wife's attorney informed husband's attorney that she had prepared draft documents. She also informed counsel that she had added several provisions, including a general release for the corporations to sign. Over the course of the weekend, husband knew that his offer had been accepted. He knew that wife's attorney had prepared documents and had sent them to husband's attorney. Husband saw his attorney on Saturday, and they had agreed to meet on Monday to review the documents. As noted above, husband subsequently refused to sign the agreement.

¶ 6. Applying basic principles of contract law, the court concluded that a valid, enforceable contract was formed when wife's attorney unconditionally accepted husband's offer. It found that the terms of settlement set forth in the email were comprehensive of all of the issues in the divorce. Indeed, the court observed, the specific terms of the agreement were preceded by the words “Total Settlement.” The court found that husband had the ability to meet the terms of his offer, and that its implementation would create a total separation between wife and any of the family businesses. The court rejected the argument that wife's attorney had proposed a counteroffer when she sent the draft documents to husband's attorney, or that she had attempted to withdraw her unqualified acceptance of the agreement's terms. Instead, the court found that wife's attorney had merely made a proposal and requested a modification. At no time was wife's acceptance of husband's offer dependent on husband's agreement to the additional terms subsequently proposed by wife's attorney, nor were the additional terms necessary to complete the final divorce settlement. Thus, the court concluded, once wife accepted husband's offer, husband no longer had the power to withdraw, and he was bound by the agreement. In reaching its conclusion, the court also considered the factors set forth in Willey v. Willey, 2006 VT 106, ¶ 12, 180 Vt. 421, 912 A.2d 441 (identifying factors to consider in determining whether parties in a divorce proceeding intended to be bound by an oral agreement absent a fully executed document).

¶ 7. The court next considered whether the agreement was fair in light of the factors set forth in 15 V.S.A. § 751(b). The court acknowledged that husband had not yet presented his evidence in the divorce proceedings and allowed him to make an offer of proof as to what his evidence would show. Husband asserted that his corporate debt was greater than that identified by wife and stated that he was approaching retirement age and would no longer be able to maintain his present income. Husband also urged the court to account for the $600,000 that he brought into the marriage. Husband maintained, moreover, that it was unfair for wife to receive cash while he was deprived of most of his liquid assets and forced to bear the risks associated with his business.

¶ 8. In reaching its decision, the court relied primarily on husband's estimates as to the value of the marital estate. Husband's calculations showed marital assets of $2,320,424, which the court recognized was a low figure. Divided equally, wife would receive $1,160,000, which was only $90,000 less than the settlement amount. Even taking into account the $600,000 that husband allegedly brought to the marriage, the court found that the amount awarded to wife was not excessive, particularly given that wife would be receiving no maintenance. The court rejected husband's assertion that it was unfair for him to bear all of the business risks. It found that husband had the skills and ability to manage such risks, while wife plainly did not. It also found that wife would have to become a minority shareholder to share these risks, which would be an untenable situation for everyone. For these and other reasons, the court determined that the agreement was equitable, and it incorporated the agreement into the final divorce order. Husband appealed.

¶ 9. Husband first argues, somewhat confusingly, that the parties did not enter into a “preliminary” agreement. He also asserts that no final settlement agreement was reached, and that the court misapplied Willey in reaching its conclusion. Assuming an agreement exists, husband argues that the court should have found it inequitable. He maintains that the court refused to hear evidence regarding the financial consequences of enforcing the agreement and that it misunderstood the nature of his property tax obligations and the income tax liability he would incur if forced to liquidate his holdings. He also contends that his right to present evidence was improperly truncated.

¶ 10. On review, we will uphold the family court's findings of fact unless clearly erroneous, and we will uphold its conclusions where supported by the findings. Willey, 2006 VT 106, ¶ 11, 180 Vt. 421, 912 A.2d 441; Town of Rutland v. City of Rutland, 170 Vt. 87, 90, 743 A.2d 585, 587 (1999) (noting that “existence of an agreement is ordinarily a question of fact for the trier”). The family court has discretion in determining if a settlement agreement is fair and equitable, and “we review its decision to reject or accept a stipulation under an abuse-of-discretion standard.” Pouech v. Pouech, 2006 VT 40, ¶ 23, 180 Vt. 1, 904 A.2d 70.

¶ 11. Husband's arguments are without merit. As an initial matter, no party argued, nor did the family court find, that the parties entered into a “preliminary” agreement. Instead, the court found that the parties had reached a final and binding agreement that resolved all issues in their divorce. The application of basic principles of contract law compels this conclusion. As the court found, husband made an offer, and the offer contained all the terms necessary to constitute a full and final settlement of the divorce proceedings. See generally Restatement (Second) of Contracts § 24 (1981) (defining “offer”). Wife unconditionally accepted husband's offer. See id. § 50 (defining “acceptance of offer”); see also Rule v. Tobin, 168 Vt. 166, 171, 719 A.2d 869, 872 (1998) (“Under contract law, an acceptance of an offer must be unconditional.”). When wife accepted husband's offer, a valid, enforceable contract was formed, and husband was bound by its terms. See, e.g. Starr Farm Beach Campowners Ass'n v. Boylan, 174 Vt. 503, 505, 811 A.2d 155, 158 (2002) (mem.) (“An enforceable contract must demonstrate a meeting of the minds of the parties: an offer by one of them and an acceptance of such offer by the other.”).

¶ 12. None of husband's arguments undermine this conclusion. Husband maintains that the family cou...