Cousins v. Cousins

• Decision Date: 16 May 1984
• Docket Number: No. 40754,40754
• Citation: Cousins v. Cousins, 253 Ga. 30, 315 S.E.2d 420 (Ga. 1984)
• Parties: COUSINS v. COUSINS.
• Court: Georgia Supreme Court

Page 420

315 S.E.2d 420

253 Ga. 30

COUSINS v.COUSINS.

No. 40754.

Supreme Court of Georgia.

May 16, 1984.

Rehearing Denied May 30, 1984.

Hylton B. Dupree, Jr., Mark A. Johnson, Dupree & Staples, P.C., Marietta, for Nancy Carol Cousins.

Roy E. Barnes, Thomas J. Casurella, Barnes & Browning, P.C., Marietta, for Robert Wickliffe Cousins.

HILL, Chief Justice.

This appeal is from an order denying in part the former wife's citation for contempt.When the husband and wife were divorced in March, 1982, the decree reserved the issues of child custody and support, alimony, property division, and attorney fees until the parties could reach an agreement, or until trial.A marriage settlement agreement resolving those issues was incorporated into the final decree on November 4, 1982.

We are concerned with paragraph 9 of the settlement agreement, which provides: "The parties recognize that there is existing 31,250 shares of Cousins Properties, Inc., stock which because of the restriction on the sale of said stock cannot be sold before May 15, 1983.Between May 15, 1983 and August 1, 1983, the said described shares shall be sold at a time directed by the Wife between May 15, 1983 and August 1, 1983.From the proceeds received from the sale of the stock, there shall be deducted therefrom the amount of $175,000.00.After the deduction of the amount of $175,000.00, the balance shall be paid to the Wife.The Husband shall be responsible for the long-term capital gains tax incurred as a result of the sale of the stock.The Husband shall indemnify the Wife against any claim made against the Wife by the Federal and State Government resulting from the sale of the stock for any taxes due as a consequence of the sale of said stock.The intent and purpose of this Paragraph is for the Wife to receive a sum equal to the selling price of a share of the stock on the date of the sale times the number of shares (31,250), less $175,000.00.The proceeds derived from the sale of the said stock by the Wife constitutes a division of marital property and the provisions of this Paragraph shall survive the remarriage or death of the Wife."

In April, 1983, Cousins Properties, Inc., authorized an 8 cents per share dividend to stockholders of record on May 9, 1983, payable May 23, 1983, and a five for four stock split for stockholders of record on May 9, 1983, effective June 20, 1983.The dividend amounted to $2,500.00 on the 31,250 shares provided for in the marriage settlement agreement, and the stock split yielded an additional 7,812 shares.

The husband sold 31,250 shares of the stock in July on the date specified by the wife, and the $175,000 provided for in the agreement has been retained by him, along with the $2,500 dividend and the additional 7,812 shares of stock.

The wife filed a citation for contempt alleging that the husband was in wilful violation of paragraph 9 of the settlement agreement made part of the final divorce.She alleged that she was entitled to the additional 7,812 shares of stock generated by the stock split and prayed that the husband be required to transfer the stock to her.She also claimed, among other things, that she was entitled to the $2,500 dividend.The trial court granted the citation for contempt in part but denied it as to the 7,812 shares which resulted from the stock split and as to the $2,500 dividend.We granted the former wife's application to appeal.

1.The wife urges that the trial court erred by denying her citation for contempt as to the additional 7,812 shares generated by the stock split.The husband contends that the wife is not entitled to the benefit of the stock split since she was not the record owner of the stock at the time of the split, and no transfer of title was contemplated by the settlement agreement.

We agree that the title to the 31,250 shares of stock was not transferred to the wife by paragraph 9, and therefore Herder v. Herder, 32 Ohio App.2d 75, 288 N.E.2d 213(1972), although helpful, is not directly applicable.

Where the parties in a divorce action enter into a settlement agreement, its meaning and effect should be determined according to the usual rules for the construction of contracts, the cardinal rule being to ascertain the intention of the parties.Brown v. Farkas, 195 Ga. 653(2), 25 S.E.2d 411(1943);Paul v. Paul, 235 Ga. 382, 219 S.E.2d 736(1975);OCGA § 13-2-3.In approving and adopting a settlement agreement, the court adopts the meaning and effect of the agreement as it was intended by the parties.

Here the settlement agreement states...