Maxey v. Maxey
| Decision Date | 29 December 2020 |
| Docket Number | NO. 01-19-00078-CV,01-19-00078-CV |
| Citation | 617 S.W.3d 207 |
| Parties | Mary MAXEY, Individually and as Initial Trustee of the Bryan Maxey Family, Trust, as Initial Trustee of the Carlotta Maxey Marital Income Trust: Exempt, as Trustee of the Carlotta Maxey Marital Income Trust: Non-Exempt, and as Trustee of the Mary Maxey Descendant's Trust, Appellant v. Carolyn MAXEY, Individually, as Successor Trustee of the Bryan Maxey Family Trust, as Successor Trustee of the Carlotta Maxey Marital Income Trust: Exempt and as Trustee of the Carolyn Maxey Descendant's Trust, Appellee |
| Court | Texas Court of Appeals |
James M. Chambers, McDowell Hetherington LLP, 2000 East Lamar Blvd., Ste. 780, Arlington, Texas 76007, Avi Moshenberg, 1001 Fannin St., Ste. 2700, Houston, Texas 77002, for Appellant.
Iain G. Simpson, 1005 Heights Boulevard, Houston, Texas 77008, for Appellee.
Panel consists of Justices Keyes, Lloyd, and Landau.
In this dispute arising out of the probate of her mother's estate, appellee Carolyn Maxey sued her sister, appellant Mary Maxey, for breach of a settlement agreement and sought specific performance of the agreement's terms. After a jury found that Mary breached the settlement and rejected Mary's counterclaims, the trial court entered judgment on the jury verdict, awarding specific performance of release language in the settlement agreement and assessing attorney's fees against Mary. In three issues, Mary contends the trial court erred by (1) determining that the settlement agreement was ambiguous and allowing in parol evidence to assist the jury in interpreting the terms of the agreement; (2) awarding specific performance to Carolyn because she failed to request and secure jury findings on the essential elements of specific performance; and (3) awarding unsegregated attorney's fees to Carolyn.
We reverse and remand.
Bryan and Carlotta Maxey had two daughters: Carolyn and Mary, the parties to the underlying dispute. Bryan died in 1999, and in his will, he left his property to Carlotta via three trusts. Carolyn serves as trustee for two of the trusts, and Mary serves as trustee for the third trust. Carlotta died in 2011. Her will created two additional trusts—the Mary Maxey Descendant's Trust and the Carolyn Maxey Descendant's Trust—and provided that these two trusts were to be funded with the assets of the three trusts created in Bryan's will. Carolyn and Mary were appointed as co-executors of Carlotta's estate, but they could not agree on how their parents' assets were to be distributed between the trusts. Mary filed suit against Carolyn in 2015, and Carolyn filed counterclaims against Mary.
On the morning of the trial on their claims against each other, the sisters executed a document entitled "Binding Irrevocable Settlement Term Sheet" (the Settlement Agreement) on December 12, 2016. In the Settlement Agreement, the sisters agreed to divide the properties owned by the three trusts created in Bryan's will. These properties were listed on two exhibits that were incorporated into the agreement. One of these properties was approximately sixty acres of land located in Marble Falls in Burnet County (the Marble Falls Property). The exhibit provided that the "CAD Value" of the property was $361,914.00, and that, upon partition of the property, both the Mary Maxey Trust and the Carolyn Maxey Trust would receive parcels valued at $180,957.00. A notation on the exhibit stated, with respect to this property, "Mary Maxey Trust to receive West 50% and Carolyn Maxey Trust to receive East 50%." The Agreement required Carolyn to partition this property and to handle installation of a fence on the property.
The sisters agreed that "all property shall be deeded by" January 30, 2017. Mary agreed to provide Carolyn a full accounting of Carlotta's estate within sixty days of the agreement. The sisters agreed to release all claims relating to the trusts created in Bryan's will and relating to his estate, but they did not agree to "release claims relating to the administration and/or settlement of" Carlotta's estate. The Settlement Agreement also included the following provisions:
The Agreement also included a provision stating, in all caps, that it "may not be contradicted by evidence of prior, contemporaneous, or subsequent oral or written agreements between or among one or more of the parties hereto."
In May 2017, Carolyn, who was originally the defendant when litigation commenced over Carlotta's estate, filed a first supplemental answer and counterclaim.1 Carolyn alleged that, contrary to the terms of the Settlement Agreement, Mary had not conveyed two properties2 to her. She also alleged that Mary had filed incorrect tax returns for Carlotta's estate, had not filed final tax returns for the trust for which Mary was trustee, had not delivered an agreed order of dismissal, and had failed to provide a sufficient accounting of Carlotta's estate. Carolyn sued Mary for breach of the Settlement Agreement for her failure to transfer certain pieces of real property and sought specific performance of the agreement. Carolyn also noted that Mary had provided Carolyn with an accounting, but Carolyn set out ten specific objections to that accounting and claimed that the accounting was insufficient. Carolyn later filed an amended pleading in which she sought declaratory relief, including a declaration that the Settlement Agreement was binding and enforceable. Carolyn also sought attorney's fees.
Mary generally denied the allegations in Carolyn's amended pleading and asserted multiple defenses and affirmative defenses. Mary also asserted multiple causes of action against Carolyn, including breach of contract, promissory estoppel, unjust enrichment, suit to quiet title, trespass to real property, negligent misrepresentation, fraud, and breach of fiduciary duty. With respect to her breach of contract cause of action, Mary alleged that Carolyn breached the Settlement Agreement by dividing the Marble Falls Property "in a way that was neither equal in value nor acreage, as Carolyn deeded herself a greater share of this property." Mary sought damages and specific performance "of reforming the conveyance of the 60-acre tract in Marble Falls to comply with the terms of the settlement."
Mary moved for partial summary judgment on her claim for breach of the Settlement Agreement. Mary argued that, under the agreement, Carolyn was required to divide the Marble Falls Property into two parcels of equal value, with Mary receiving the "West 50%" and Carolyn receiving the "East 50%." Mary argued that Carolyn breached the Settlement Agreement by conveying to herself approximately 31.939 acres, or more than 50% of the Marble Falls Property, "leaving Mary with less land than she bargained for under the settlement." Mary argued that Carolyn breached the Settlement Agreement as a matter of law, but she acknowledged that "the precise amount of damages [she] is entitled to under this claim is a fact issue that a jury must resolve."
In response, Carolyn argued that partial summary judgment was not proper because, among other things, a disagreement existed "over the language of the Agreement as to what portion of the real property was to be conveyed." Carolyn argued that she had had the Marble Falls Property surveyed and platted into two separate tracts (the Brookes Baker Survey) and that both parties had used this survey "during settlement negotiations to supply meaning to the terms of the Agreement specifying the property division." The Brookes Baker Survey divided the Marble Falls Property into east and west tracts of unequal size and unequal value. The Survey favored Carolyn as to both acreage and value of the property.
Carolyn argued that without reference to this survey the Settlement Agreement was ambiguous. She argued that the Marble Falls Property was an "irregular plot of land with limited access to the road and portions of terrain that inhibit the marketability of the land," that the Brookes Baker Survey took these irregularities into account when dividing the property, and that the parties agreed to this division while negotiating the Settlement Agreement. Carolyn argued that extrinsic evidence, specifically the Brookes Baker Survey, was necessary to determine what the parties intended by "West 50%" and "East 50%" of the Marble Falls Property and therefore summary judgment was improper.
Mary objected to the Brookes Baker Survey and several other of Carolyn's summary judgment exhibits, arguing that admission of these exhibits would vary the terms of the Settlement Agreement and would therefore violate the parol evidence rule. Mary also argued that the Settlement Agreement was not ambiguous, pointing out that Carolyn had not offered "another reasonable interpretation of the settlement's 50% language." She argued that, instead, the Settlement Agreement's language providing that Mary would...
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