J-A27014-16


NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

KEITH WILLIAMS                                    IN THE SUPERIOR COURT OF
                                                        PENNSYLVANIA
                            Appellee

                       v.

DAWN WILLIAMS

                            Appellant                  No. 430 EDA 2016


              Appeal from the Decree Entered December 29, 2015
                In the Court of Common Pleas of Wayne County
                      Civil Division at No(s): 409-2013-DR


BEFORE: PANELLA, J., LAZARUS, J., and FITZGERALD, J.*

MEMORANDUM BY PANELLA, J.                         FILED FEBRUARY 13, 2017

        Appellant, Dawn Williams (“Wife”), appeals from the decree that

divorced her from Keith Williams (“Husband”). Wife contends that the trial

court erred in applying the parties’ ante nuptial agreement. After careful

review, we affirm.

        A detailed factual history is unnecessary given the issues raised by

Wife. By way of summary, Wife purchased the marital home from her father

in May 2008, and the parties began living there immediately, even though

they did not marry until August 6, 2011. The property was titled in Wife’s

name alone, and Wife is identified as the sole borrower on the mortgage. It

is undisputed that Wife intended for the property to remain solely hers, as
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*
    Former Justice specially assigned to the Superior Court.
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she desired for it to remain with her family. To further this goal, the parties

entered into an ante nuptial agreement in July 2011. Neither party

challenges the validity or enforceability of this agreement.

      Under the agreement, the parties agreed that all property at the time

of marriage would remain the personal property of the respective parties.

Absent any property acquired jointly post-marriage, there would be no

marital property to distribute upon divorce. The sole exception concerned

the marital home.

      With respect to the marital home, the agreement provides that the

home will remain Wife’s property, but that Husband’s financial contributions

to the parties’ equity in the home would remain his own personalty. To

effectuate this arrangement, the agreement sets forth a formula for

determining Husband’s share of the equity in the home. Under the formula,

Husband’s down payment and subsequent contributions to the mortgage

payments would be divided by the total down payment and mortgage

payments made by the parties to determine a percentage share. This

percentage would then be multiplied by the appraised market value of the

home at the time of divorce or separation.

      The parties separated in June 2013, and Husband filed for divorce in

July 2013. The parties disagreed on the amount due to Husband under the

agreement, and proceeded to litigate their dispute before a divorce master.

After two hearings, the master entered a recommendation that Wife pay


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$98,957.17 to Husband pursuant to the agreement. Wife filed exceptions,

which the trial court denied. The court then entered an order and decree in

divorce. This timely appeal followed.

       On appeal, Wife purports to raise three issues with the trial court’s

order. However, upon review, all of Wife’s issues are challenges to the trial

court’s application of the agreement’s formula for calculating the value of

Husband’s equity in the marital home. See Appellant’s Brief, at 20 (“There

appears to be a very precise meeting of the minds of the parties regarding

the ESSA mortgage. Both are responsible for one-half of it.”); 23-24 (“The

Master … errs in ignoring the law and finding entirely in favor of Husband,

giving Husband credit for non-marital mortgage principal reduction.”); 25

(“Wife … maintains that the entire agreement calls for Husband to be

responsible for ONE-HALF of the ESSA mortgage.”).1 Thus, all of Wife’s

issues raise issues of law concerning the interpretation of the ante nuptial

agreement.

       We construe ante nuptial agreements in accordance with standard

contract principles, with exceptions not relevant here. See Estate of

Kendall, 982 A.2d 525, 534 (Pa. Super. 2009). Thus, the paramount

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1
   Thus, while portions of Wife’s third argument reference principles of
equitable distribution, she concedes that the agreement is controlling on this
issue. Even if she had not conceded this point, we would have concluded
that the agreement explicitly precluded application of equitable
considerations in distributing the property.



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concern is to give effect to the intent of parties. See Raiken v. Mellon, 582

A.2d 11, 13 (Pa. Super. 1990). Consequently, terms in the agreement that

are clear and unambiguous are to be given effect without reference to

matters outside the contract. See id. “[A]bsent fraud, misrepresentation or

duress, spouses should be held to the terms of their agreements.” Lugg v.

Lugg, 64 A.3d 1109, 1112 (Pa.Super.2013) (citations omitted).

      The ante nuptial agreement in this matter provides that

      Each of the parties hereby agree that all of the property of any
      nature real, personal or mixed, wherever situate, belonging to
      either party hereto prior to the contemplated marriage, as set
      forth on the attached Exhibits A and B, or any property into
      which the same may be exchanged, converted, invested or
      reinvested from time to time, and interest, income, dividends,
      rents and profits that may be received from or with respect to
      said property or that may in time accrue, or result in any
      manner from increase in value thereon, including any increase in
      value due to the labor or efforts of either party shall be and
      remain forever his and her separate property respectively and
      each party shall, during his or her lifetime, keep and retain sole
      ownership, management, control, enjoyment and power of
      disposal of such property, free and clear of any claim by the
      other at any time. The parties further agree that none of such
      property shall be deemed to be marital property as that term is
      defined in the Pennsylvania Domestic Relations Act or in the law
      of any other jurisdiction, nor shall it be deemed community
      property as that term is defined in any community property
      jurisdiction.

Agreement, 7/21/11, ¶ 6. The marital home is listed in Exhibit A as Wife’s

property, and is not listed in Exhibit B as Husband’s property. In contrast,

both parties list one-half of the mortgage for the marital residence as a

liability in their respective exhibits.




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      Regarding the payment due to Husband upon dissolution of the

marriage for his investment in the marital home, the agreement provides:

      Keith Williams will be entitled to be paid a sum of money equal
      to a percentage of the then fair market value calculated as
      follows:

      Keith’s Portion
      ($42,900 + (Principal Reductions from Mortgage Contributions)
      = Keith’s portion;

      Dawn’s Portion
      ($389,296) + (Principal Reduction from Mortgage Contributions)
      = Dawn’s portion

      Payment to Keith = Keith’s portion ÷ (Dawn’s portion + Keith’s
      portion) × the Appraised Market Value.

      By way of illustration, assume the Fair Market Value is $500,000
      and Keith Williams and Dawn F. Hazlett each contributed
      $17,100 in Principal Reduction. Keith’s percentage would be
      $60,000 ÷ $466,396 or (12.8646%). Keith Williams would be
      entitled to a payment of (12.8646 × $500,000) = $64,323.00.
      Receipt of such payment would constitute a full release of any
      claim by Keith Williams.

Id., at ¶ 12.

      Wife first argues that the trial court failed to properly deduct

Husband’s liability for the mortgage from the calculation. At the conclusion

of her first argument, she asserts that the agreement provides that Husband

is responsible for one-half of the outstanding balance of the mortgage. See

Appellant’s Brief, at 20. However, in her third argument, Wife concedes that

deducting one-half of the mortgage balance from Husband’s payment “is

something the parties likely did not intend.” Id., at 27.




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      It is clear that the explicit calculation contained in paragraph 12 of the

agreement does not reference Husband’s mortgage obligation at all.

Furthermore, it is undisputed that Wife is the only borrower listed on the

mortgage, and Husband is not on the deed. The agreement provides in

paragraph 6 that the marital residence is not to be considered marital

property subject to equitable distribution, but rather is to remain Wife’s sole

property.

      The only evidence supporting Wife’s position is Husband’s listing of

one-half of the mortgage as a liability in his exhibit. However, even Wife

does not argue that the parties intended to hold Husband liable for one-half

of the mortgage. While exhibit B creates ambiguity in this regard, the

ambiguity is easily resolved through reference to common sense and the

rest of the agreement.

      The parties intended for Husband’s financial contributions to the

martial home to be treated as an investment. To that end, he was to receive

his share of the downpayment, $42,900, plus credit for the amount the

mortgage principal was reduced through his contributions. Furthermore, the

agreement provides that Husband is entitled to a proportional share of any

increase in the value of the marital home during the marriage using the

Appraised Market Value term in the formula. Husband does not receive any

credit for his mortgage payments to the extent that they were applied to




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interest. Nor did he ever explicitly agree to be liable for the mortgage on the

marital residence.

      In return for this investment, Husband received no ownership rights in

the marital residence. Thus, the agreement treats Husband as a passive

investor in the marital residence, akin to an investor who purchases a minor

position in a publicly traded company. Such an investor owns merely a right

to realize any possible gain or loss from his investment.

      Wife’s proposed calculation has no basis in the agreement. As noted,

she concedes that the parties did not intend for Husband to be liable for one-

half of the mortgage. Rather, she argues in her third issue that Husband

should be liable for a proportion of the mortgage equal to the ratio of

Husband’s contributions to Wife’s contributions, or approximately 13%.

However, the agreement does not contain any provision that could arguably

support Wife’s preferred interpretation.

      As such, we agree with the trial court that the only reasonable

construction of the agreement does not assign Husband any liability for the

remaining balance of the mortgage. Wife’s argument to the contrary merits

no relief. This disposes of Wife’s first and third issues on appeal.

      In the alternative, Wife contends that the trial court erred by including

pre-marital mortgage payment contributions made by Husband in calculating

the payout. However, paragraph 12 provides that Husband “continues to

provide 50% of the monthly mortgage payments” and that “the investment


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of [Husband] will remain as personalty.” (emphasis supplied). Furthermore,

the explicit formula, as set forth above, contains the term “(Principal

Reductions from Mortgage Contributions)” and not “(Principal Reductions

from Marital Mortgage Contributions)”. Finally, Wife does not provide any

logical reason why the parties would have intended the pre-marital

contributions to be treated differently from the contributions made during

marriage. Therefore, we conclude that this argument also merits no relief.

     Decree affirmed. Jurisdiction relinquished.

Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary



Date: 2/13/2017




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