Taylor v. Taylor

• Docket Number: 20230868-CA
• Decision Date: 26 June 2025
• Citation: Taylor v. Taylor, 2025 UT App 94, 20230868-CA (Utah App. Jun 26, 2025)
• Parties: Jacqueline Kempton Taylor, Appellant, v. Mark Bennett Taylor, Appellee.
• Court: Utah Court of Appeals

1

2025 UT App 94

Jacqueline Kempton Taylor, Appellant, v. Mark Bennett Taylor, Appellee.

No. 20230868-CA

Court of Appeals of Utah

June 26, 2025

Third District Court, Silver Summit Department The Honorable Richard E. MrazikNo. 204500009

Beth E. Kennedy, Taylor P. Webb, and Caroline A. Olsen, Attorneys for Appellant

F Kevin Bond and Kevin B. Call, Attorneys for Appellee

Judge John D. Luthy authored this Opinion, in which Judges Gregory K. Orme and Michele M. Christiansen Forster concurred.

LUTHY JUDGE

¶1Jacqueline Kempton Taylor appeals the district court's determination that under Texas law the alimony provisions of a postnuptial agreement she entered with Mark Bennett Taylor are unenforceable because they lack essential terms.We conclude that this determination of the district court was in error.We therefore reverse the court's decision precluding alimony, and we remand the matter for further proceedings consistent with this opinion.

BACKGROUND

The Parties' Marriage and Prenuptial Agreement

¶2 Jacqueline (Jackie) and Mark^[1] were married in 2012.Prior to their marriage and while living in Virginia, they signed a prenuptial agreement.That agreement included a waiver-of-alimony provision that stated, in part, "In the event of a divorce, the parties hereby waive the right to make any claim for the purposes of alimony, maintenance and support, whether permanent, periodic, temporary rehabilitative, bridge-the-gap, lump sum or otherwise."

The Postnuptial Agreement and Amendments

¶3 In 2019, while residing in Texas, Jackie and Mark executed a postnuptial agreement.Article I, Section B of the postnuptial agreement reads as follows:

On page 12 of the [prenuptial agreement], the Parties agreed to waive alimony claims.The parties amend that provision and eliminate the waiver of alimony.The parties agree to amend the [prenuptial agreement] as follows: 7.07(b)

In the event of a divorce, Mark Bennett Taylor shall pay Jacqueline Kempton Taylor alimony as follows:

a. Mark Bennett Taylor shall pay Jacqueline Kempton Taylor no less than 20% of his income as spousal support/alimony upon the divorce of the parties until the death or remarriage of Jacqueline Kempton Taylor.In the event that the jurisdiction where the divorce is filed does not provide for spousal support or alimony this payment shall be characterized as a division of marital property.

b. In the event that there is infidelity (defined as any intimate contact with a person not Jacqueline Kempton Taylor) by Mark Bennett Taylor, Mark Bennett Taylor shall pay Jacqueline Kempton Taylor no less than 30% of his income as spousal support/alimony until the death or remarriage of Jacqueline Kempton Taylor.In the event that the jurisdiction where the divorce is filed does not provide for spousal support or alimony, this payment shall be characterized as a division of marital property.

¶4 The postnuptial agreement also contains a choice-of-law provision, which reads, "This agreement is performable in Harris County, Texas, and shall be governed by, construed and enforced in accordance with the laws of the State of Texas."

The Divorce Petition and District Court Proceedings

¶5 Jackie and Mark moved to Utah in 2020.Not long after that move, Jackie petitioned for divorce.In her petition, Jackie asked that under the terms of the postnuptial agreement, Mark "be ordered to pay monthly alimony in the amount of $11,077 until [Jackie] remarries."

¶6 Jackie subsequently filed a motion for partial summary judgment, asking the district court to hold, among other things, that the postnuptial agreement "is binding and enforceable between the parties."The court denied the motion, determining that it could not "rule on the enforceability of the [postnuptial agreement] based on the record before it as a matter of law" for several reasons, including "that the agreement with respect to use of the word 'income' is ambiguous as a matter of law because it is susceptible to more than one reasonable interpretation."To the court, "income" could be reasonably understood to mean either gross income or net income.The court further determined that to resolve this ambiguity, it would need to consider "extrinsic evidence of the parties' intent or understanding at the time of entering into the contract."

¶7The district court ordered a bifurcated trial.It scheduled a first trial to resolve issues related to the postnuptial agreement, alimony, and the parties' incomes.And it reserved the remaining issues, including those of child support and child custody, for a later trial.Following Jackie's direct testimony at the first trial, Mark moved for judgment as a matter of law under rule 56 of the Utah Rules of Civil Procedure, asserting that the postnuptial agreement "is not enforceable because it lacks essential terms."

¶8The district court agreed with Mark.It determined that the agreement was silent on a number of terms that the court regarded as essential, including the following:

a schedule or due date for the alimony payments (i.e., whether it is to be paid weekly, monthly, quarterly, or annually); a procedure for how "income" is to be determined, including the sources of proof of "income"; a procedure and schedule for how and when the determination of "income" is to be updated (i.e., whether it is monthly, quarterly, annually, or when "income" changes by a certain percentage); and when an updated calculation of alimony becomes effective (i.e., whether it is the week, month, quarter, or year after "income" changes).

The court explained that because these terms were missing, it would not be possible for either party"to determine whether and when a breach ha[d] occurred."Having determined that the postnuptial agreement was "silent on essential terms,"the court determined that the agreement was unenforceable "with respect to Article I, Sections B(a) and B(b)."It reserved for later consideration "the issue of whether the remaining provisions" of the agreement were enforceable.

¶9 A week after the court ruled orally that Article I, Sections B(a) and B(b) of the postnuptial agreement were unenforceable, Jackie again moved for partial summary judgment, this time requesting a holding that Article I, Section B's elimination of the prenuptial agreement's alimony waiver "is valid and enforceable," despite the court's ruling that the minimum alimony provisions in Article I, Sections B(a) and B(b)"fail for indefiniteness."The court denied Jackie's motion, ruling that the postnuptial agreement's clause eliminating the parties' prenuptial waiver of alimony was "unenforceable as a matter of law because, under Texas law regarding severability, that clause [was] mutually dependent on" the minimum alimony provisions of the postnuptial agreement, which the court had already ruled were unenforceable.

¶10 Eventually, the parties entered a settlement agreement resolving the remaining issues in the divorce while preserving Jackie's right to appeal the ruling regarding the enforceability of the alimony provisions in the postnuptial agreement.The court then issued a divorce decree based on the settlement agreement.Jackie now appeals.

ISSUE AND STANDARD OF REVIEW

¶11 Jackie asserts that the district court erred by concluding that the postnuptial agreement is missing essential terms and, therefore, that Article I, Sections B(a) and B(b) are unenforceable."We review a district court's grant or denial of summary judgment, as well as the court's interpretation of contracts upon which the summary judgment was based, for correctness."Bloom Master Inc. v. Bloom Master LLC, 2019 UT App 63, ¶ 11, 442 P.3d 1178(cleaned up).^[2]

ANALYSIS

¶12 As noted, the district court determined that Article I Sections B(a) and B(b) of the postnuptial agreement are silent- and therefore indefinite-on the following terms, which it deemed to be essential: (1) a procedure for how to determine Mark's income for purposes of the agreement's guarantee of minimum alimony, (2) a schedule or due date for alimony payments, (3) a procedure and schedule for how and when the determination of Mark's income is to be updated, and (4) when an updated calculation of alimony becomes effective.

¶13 On appeal, Jackie contends that instead of holding that Article I, Sections B(a) and B(b) are unenforceable, "[u]nder Texas law, the district court could and should have implied any purportedly missing terms based on other provisions of the [postnuptial agreement] or Texas law and custom."We agree with Jackie and reverse the district court's holding that Article I, Sections B(a) and B(b) of the postnuptial agreement are unenforceable.

¶14 Under Texas law, "to be enforceable, a contract must address all of its essential and material terms with a reasonable degree of certainty and definiteness."Fischer v. CTMI, LLC, 479 S.W.3d 231, 237(Tex.2016)(cleaned up).Thus, "a contract must at least be sufficiently definite to confirm that both parties actually intended to be contractually bound."Id.But "forfeitures [based on indefinite or uncertain terms] are not favored in Texas, and contracts are construed to avoid them."Id. at 239(cleaned up).In fact, "Texas courts will not construe a contract to result in a forfeiture unless it cannot be construed in any other way."REO Indus., Inc. v. Natural Gas Pipeline Co. of Am., 932 F.2d 447, 454(5th Cir.1991);see alsoKirby Lake Dev., Ltd. v. Clear Lake City Water Auth., 320 S.W.3d 829, 842(Tex.2010)(citing the foregoing statement from REO Industrieswith approval);Fischer, 479 S.W.3d at 239(citingKirby Lake for its reliance on the foregoing statement from REO Industries).

¶15 Accordingly, a court following Texas law "will find terms to be sufficiently...