Famiglio v. Famiglio

• Decision Date: 10 May 2019
• Docket Number: Case No. 2D18-467
• Citation: 279 So.3d 736
• Parties: Mark P. FAMIGLIO, Appellant, v. Jennie Lascelle FAMIGLIO, Appellee.
• Court: Florida District Court of Appeals

279 So.3d 736

Mark P. FAMIGLIO, Appellant,

v.Jennie Lascelle FAMIGLIO, Appellee.

Case No. 2D18-467

District Court of Appeal of Florida, Second District.

Opinion filed May 10, 2019

Douglas A. Wallace and Steven L. Brannock of Brannock & Humphries, Tampa, for Appellant.

Charles J. Bartlett and Mark C. Dungan of Icard, Merrill, Cullis, Timm, Furen & Ginsburg, P.A., Sarasota, for Appellee.

LUCAS, Judge.

The tiniest words can have the greatest consequence. In this appeal of a judgment interpreting a prenuptial agreement, the word "a," the smallest of words in the English language, could mean the difference of a million and a half dollars.

I.

Weeks before their marriage in 2006, Mark Famiglio (the Husband) and Jennie Lascelle Famiglio (the Wife) entered into a Prenuptial Agreement. Among other items, the Prenuptial Agreement addressed the extent of lump sum alimony the Wife would receive in the event the parties divorced. Pertinent here, the agreement provided as follows¹ :

5.1. In the event the marriage of the parties is dissolved by a court of competent jurisdiction, then the parties shall have no obligation to make payments of any kind or for any purpose to or on behalf of the other, except as specifically set forth in Paragraph 5.2 and 5.3.

5.3. JENNIE's Benefits and Obligations. If the marriage ends by dissolution of marriage or an action for dissolution of marriage is pending at the time of MARK's death, then JENNIE shall receive the additional benefits and obligations described in 5.3.a. through d.

a. MARK shall pay to JENNIE, within ninety (90) days of the date either party files a Petition for Dissolution of Marriage the amount listed below next to the number of full years they have been married at the time a Petition for Dissolution of Marriage is filed .

(Emphasis added.)

Section 5.3.a. included two columns reflecting a gradually escalating schedule of money for each full year of marriage. Thus, for example, if a petition for dissolution of marriage were filed after seven full years of marriage, the Wife would receive $ 2.7 million; if a petition were filed after ten full years of marriage, the Wife would receive $ 4.2 million.

As it happened, two different petitions were filed in two different years.

On March 25, 2013, the Wife filed a petition for dissolution of marriage in the Sarasota County Circuit Court. At that time, the parties would have been married for seven full years under the Prenuptial Agreement. That petition was never served, however, and on September 13, 2013, the Wife voluntarily dismissed the petition without prejudice.

On May 26, 2016, the Wife filed a second petition for dissolution of marriage in the Sarasota County Circuit Court. By this time, the parties had been married ten full years for purposes of section 5.3 of the Prenuptial Agreement. The litigation pertaining to this second petition remains pending.

The Husband then filed the underlying action for declaratory relief, seeking the court's construction of various provisions in the parties' Prenuptial Agreement.² Relevant to this appeal, the Husband maintained that the Wife's filing of the first petition in 2013 became the operative year of measurement for purposes of section 5.3, so that she would be entitled to a payment of $ 2.7 million. The Wife argued that her second petition, the one that would result in an actual dissolution of the parties' marriage, controlled the operation of section 5.3. According to the Wife, she should receive $ 4.2 million under this provision of the Prenuptial Agreement.

The Husband's declaratory action proceeded to trial on December 6, 2017. No witnesses testified; no evidence other than the Prenuptial Agreement was proffered. Both sides, Husband and Wife, believed the agreement was clear and unambiguous and could be construed in their favor.

On January 9, 2018, the trial court entered a Final Order of Declaratory Judgment, the judgment now on appeal. Regarding the measurement of years, the trial court observed that section 5.3's title and conditions speak to the parties' rights and obligations arising from a dissolution of marriage. Thus,

[i]t follows logically and reasonably that the obligations under 5.2 and 5.3 arise only after an actual dissolution of marriage and do not impose post filing obligations.... Furthermore, the entirety of section 5.3 by its own terms applies, "If the marriage ends by dissolution of marriage ...." The Agreement does not provide any rights or obligations stemming from the mere filing of a Petition, unless such a Petition is pending at the time of [H]usband's death as stated in section 5.3.

The Court is unpersuaded that some deliberate choice of the article "a" instead of "the" in 5.3 dictates the result in this action. Although it is true that articles have specific meaning, this case presents a question of contractual interpretation, which requires the court to examine the disputed provision as part of the whole agreement and not in isolation.

When read as a whole, the provision in question can only be consistently and logically interpreted to apply to the parties' obligations "In the event the marriage of the parties is dissolved...." Any other conclusion would be inconsistent with the express intent and language of the Agreement. It would also lead to multiple absurd results that undermine the stated purpose of the Agreement.

The "multiple absurd results" the court alluded to were various hypotheticals the parties proposed: under the Husband's proposed interpretation, he could have simply filed, but never served, a dissolution petition in year one of the marriage to permanently limit his financial obligations no matter how long the marriage actually lasted (a seemingly inequitable result); but under the Wife's proposed interpretation, she could have filed and dismissed a petition every year in order to require a lump sum payment from the Husband within 90 days of each filing, regardless of the fact that the marriage is never dissolved (also a seemingly inequitable result). Ultimately, the trial court concluded that "the timing of the payment under section 5.3 is triggered by a dissolution of marriage, [t]he schedule of payments is determined by the date a Petition was filed, when that Petition results in a dissolution of marriage." Accordingly, the court held, the Wife's 2016 petition would be the controlling petition for the purpose of determining her lump sum alimony under section 5.3.

In this appeal, the Husband asks us to reverse that part of the trial court's declaration that construed his payment obligation under section 5.3 as being tied to the date a petition for dissolution of marriage was filed "when that Petition results in a dissolution of marriage." He believes "a" means "any," and in this case "any" should mean the first petition the Wife filed in 2013.

II.

A prenuptial agreement is governed by the law of contracts; as such, we review the trial court's interpretation of the parties' Prenuptial Agreement de novo. See Hahamovitch v. Hahamovitch, 174 So. 3d 983, 986 (Fla. 2015). "Because the decision is a matter of law, this court is on equal footing with the trial court's interpretation of the contract." Gemini Ventures of Tampa, Inc. v. Hamilton Eng'g & Surveying, Inc., 784 So. 2d 1179, 1180 (Fla. 2d DCA 2001) ; see also Jarrard v. Jarrard, 157 So. 3d 332, 337 (Fla. 2d DCA 2015) (observing that for pure issues of law, "the trial court has no greater insight than the appellate court").

Throughout the proceedings below, both parties steadfastly maintained that section 5.3 is clear and unambiguous on the discrete question before us. The trial court's judgment did not expressly declare the provision to be unambiguous, but neither did it find to the contrary.³ From our review of the trial court's analysis, it appears to us that the court deemed section 5.3 to be unambiguous on the question of which dissolution petition should be utilized to measure the Wife's alimony.

Now an argument could have been made that there was an ambiguity here. Section 5.3 seems to contemplate only one petition for dissolution of marriage being filed, and it does not at all address the situation presented here where more than one petition has been filed. One could argue the provision in this case might pose a latent ambiguity. Cf. Morrison v. Morrison, 247 So. 3d 604, 607 (Fla. 2d DCA 2018) ("A latent ambiguity arises when the language in a contract is clear and intelligible, but some extrinsic fact or extraneous evidence creates a need for interpretation or a choice between two or more possible meanings." (quoting GE Fanuc Intelligent Platforms Embedded v. Brijot Imaging Sys., Inc., 51 So. 3d 1243, 1245 (Fla. 5th DCA 2011) )). Had the trial court concluded there was a latent ambiguity, the parties could have submitted parol evidence to assist the court's interpretation of the provision's competing meanings. Id.; see also Elias v. Elias, 152 So. 3d 749, 752 (Fla. 4th DCA 2014) ; Ace Elec. Supply Co. v. Terra Nova Elec., Inc., 288 So. 2d 544, 547 (Fla. 1st DCA 1973) ("Where, under a latent ambiguity which is presented the intent may have been for one of two things, it is permissible, and is the duty of the court to receive and consider extrinsic evidence bearing thereon.").

We are, however, constrained by this record to proceed along the same course the trial court undertook. We can only work with what has been provided, and what has been provided here (as it was below), comprises of the agreement itself and the very capable arguments of counsel. With that, we will turn to our review of the trial court's interpretation of the language in section 5.3.a.

It is, of course, well settled that "[w]hen interpreting a contract, the court must first examine the plain language of the contract for evidence of the parties' intent." Heiny v. Heiny, 113 So. 3d 897, 900 (Fla. 2d DCA 2013) (quoting Murley v. Wiedamann, 25 So. 3d 27, 29 (Fla. 2d DCA 2009) ). Provisions in a contract should be "construed in the...