DeHaan v. DeHaan
| Decision Date | 12 June 1991 |
| Docket Number | No. 49A04-8912-CV-584,49A04-8912-CV-584 |
| Citation | 572 N.E.2d 1315 |
| Parties | Jon H. DeHAAN, Appellant-Petitioner, v. Christel DeHAAN, Appellee-Respondent. 1 |
| Court | Indiana Appellate Court |
Jerry P. Belknap, Edward O. DeLaney, Peter J. Rusthoven, Stanley C. Fickle, Jan M. Carroll, Barnes & Thornburg, Indianapolis, for appellant-petitioner.
Robert F. Zoccola, Alan S. Brown, Todd J. Kaiser, Locke Reynolds Boyd & Weisell, James A. Buck, James A. Reed, Darryn Duchon, Buck Berry Landau & Breunig, Indianapolis, for appellee-respondent.
Jon H. DeHaan (Jon) appeals the trial court's judgment in a dissolution action determining the true market value of certain property and distributing it between Christel DeHaan (Christel) and him, and Christel cross-appeals the court's judgment that Jon, during pendency of the appeal, receive interest and other benefits from money paid to him by Christel under the judgment. We affirm in part, reverse in part, and remand.
1. Whether the court erred in the effect and consideration which it gave to the antenuptial agreement between the parties.
2. Whether the trial court erred, abused its discretion, and entered findings which are unsupported or are contrary to the evidence when the court awarded post-dissolution ownership and control of the stock of the closely-held corporation owned by the parties, ruled Christel should be awarded all of the stock, and ordered her to pay Jon for 50% of its value.
3. Whether the court erred and abused its discretion in considering the tax effects of the property division, in awarding immediate ownership and control of the stock to Christel while deferring the payment to Jon without ordering Christel to pay interest in the interim, and in rejecting Jon's offer to purchase Christel's Endless Vacations Systems, Inc. (EVS) shares tax-free.
Christel cross-appeals raising the following issue:
4. Whether the court erred by allowing Jon to receive, during the pendency of his appeal, interest and other benefits from money paid to him by Christel under the judgment.
Prior to the parties' marriage on July 16, 1973, they executed a two-page contract entitled Marital Property Agreement (antenuptial agreement). Jon filed for dissolution of marriage on February 23, 1987 During the first stage of the trial, the trial court addressed the antenuptial agreement and found on May 20, 1988, that: 1) the antenuptial agreement barred only Christel's claims to spousal support but not her claims to Jon's property; 2) the agreement would be unconscionable if it covered property claims; 3) the agreement did not protect Jon's inheritance and, even if it did, it protected only the value of his inheritance at the time of marriage; 4) the EVS stock had become dissociated from Jon's inheritance which had purchased the stock; and 5) the court should determine a fair and equitable property division according to the statute then in effect, IND.CODE Sec. 31-1-11.5-11.
requesting special findings and conclusions pursuant to Ind.Trial Rule 52(A), and a bifurcated trial was held.
During the second stage of the trial, the trial court addressed the value of EVS, the portion of EVS's value which each party should receive, and the question of control and ownership of EVS. The court found on May 15, 1989, that: 1) EVS's true fair market value was $135,000,000; 2) each party had contributed equally to EVS and, therefore, the value of the EVS stock should be divided equally between them; and 3) Christel should be awarded control of EVS. The court ordered Jon immediately to transfer his EVS shares to Christel and ordered her to pay Jon either $67,500,000 before taxes or approximately $46,500,000 after taxes if she decided to pay the taxes. However, the court ordered that Christel's payment be made "within sixty-one (61) days after the final resolution of these proceedings and any possible appeals." Record at 208. The order did not provide for interest on Christel's payment, for income to Jon after the order and during appeal, or for security to Jon. The judgment also dissolved the marriage, incorporated by reference the May 20, 1988, judgment on the validity and effect of the antenuptial agreement, and incorporated the parties' stipulations on child support and division of property other than EVS.
Jon sought clarification of the May 15, 1989, judgment and a stay, pending appeal, of the transfer to Christel of his EVS shares and control of EVS. After hearings, on July 13, 1989, the court denied the stay and entered an order repeating that Christel had an option of paying Jon $67,500,000 pre-tax or approximately $46,500,000 after-tax; requiring Christel to pay the amount into an escrow account within 90 days of May 23, 1989, with earnings on the escrow accruing in Jon's favor; and affirming Christel had immediate control of EVS.
Jon filed a motion to correct errors on July 13, 1989, protesting the court's authorization to Christel to deduct more than $20,000,000 for taxes if she chose. On August 4, 1989, Christel paid $46,500,000 into escrow. The court held a hearing on the motion to correct errors on August 23, 1989, and entered an order on September 7, 1989, which amended its May 15, 1989, judgment and its July 13, 1989, order. The court ordered Jon to determine his best after-tax position if $67,500,000 were paid to him that day. The court also stated Christel had the right of paying Jon that amount if there would be an advantage to her payment of taxes when she otherwise would not have to or if EVS would not suffer as much of a tax impact as Jon would. The court ordered the parties to try to agree on Jon's best after-tax position on a $67,500,000 payment; failing such agreement the court would hold a hearing on the matter.
Although Jon and Christel were able to agree that the transaction which occurred was not taxable to either party, they disagreed on other matters. Therefore, the court held an evidentiary hearing on October 20, 1989, after which it entered an order on November 16, 1989, amending the judgment and its prior orders. The court stated that it intended the after-tax option to place Jon in the position he would occupy if he were to receive a one-time cash payment through sale to an unrelated third party or through a court-ordered corporate redemption. The court determined Jon's best after-tax position from a one-time cash payment of $67,500,000 would be $47,384,195 and ordered Christel to pay the $884,195 difference from her previous payment into escrow on or before January 2, 1990.
The court concluded that its orders had equally divided the parties' EVS interest by awarding Jon $46,500,000 tax-free and by awarding Christel EVS stock with a value of $46,500,000. The court denied Jon's motion to correct errors on December 13, 1989. Jon then filed this appeal.
Jon contends the court erred in: 1) holding the antenuptial agreement does not preclude Christel's claim to part of his 80% share of EVS stock; 2) ruling that the antenuptial agreement would be unconscionable if it did; and 3) admitting and relying upon parol evidence, including evidence of events occurring after the execution of the antenuptial agreement and testimony regarding Christel's subjective and unspoken intent, to interpret the contract. He also contends the following findings and conclusions are unsupported by and are contrary to the evidence and/or are contrary to law and to public policy: Findings of Fact 4, 5, 14, 15, and 20, and Conclusions of Law 3, 4, 6, 7, 9, 11, 13 to 24, and 26 to 32 in the 1988 judgment and Findings 16(B), 16(D), and 31(A) in the 1989 judgment.
Christel contends the court correctly held the antenuptial agreement deals with matters of spousal and child support, protecting the inheritance which Jon brought to the marriage from Christel's claims for support and maintenance, and the agreement does not deal with the division of property acquired by the parties during their marriage. The trial court gave three rationales for its judgment, reasoning that the language of the antenuptial agreement and the parties' conduct at the time of and after execution, the dissociation of EVS stock from Jon's separate property, and the unconscionability of Jon's interpretation of the agreement all supported its judgment. 2
When we review a case in which the trial court has made requested findings of fact and conclusions of law, we will not set aside the court's judgment unless it is clearly erroneous. Rose Acre Farms, Inc. v. Greemann Real Estate (1987), Ind.App., 516 N.E.2d 1095, 1097, trans. denied. A judgment is clearly erroneous when unsupported by the findings of fact and conclusions thereon. Findings of fact are clearly erroneous when the record lacks any facts or reasonable inferences to support them. Donavan v. Ivy Knoll Apartments Partnership (1989), Ind.App., 537 N.E.2d 47, 50. In determining whether the findings and judgment are clearly erroneous, we will neither reweigh the evidence nor judge witness credibility, but we will consider only the evidence and reasonable inferences therefrom which support the judgment. Agrarian Grain Co. v. Meeker (1988), Ind.App., 526 N.E.2d 1189, 1191. A judgment is contrary to law if it is contrary to the trial court's special findings. Id.
"Antenuptial agreements are to be construed according to principles applicable to the construction of contracts generally." Rose v. Rose (1988), Ind.App., 526 N.E.2d 231, 236. To interpret a contract, a court first considers the parties' intent as expressed in the language of the contract. City of Evansville v. Old State Utility Corp. (1990), Ind.App., 550 N.E.2d 1339, 1342. The court must read all of the contractual provisions as a whole to accept an interpretation which harmonizes the contract's words and phrases and gives effect to the parties' intentions as established at the time t...
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