                                                                              FILED
                                                                        Oct 24 2017, 9:07 am

                                                                              CLERK
                                                                         Indiana Supreme Court
                                                                            Court of Appeals
                                                                              and Tax Court




ATTORNEYS FOR APPELLANT                                  ATTORNEYS FOR APPELLEES
Jeffrey B. Kolb                                          William M. Olah
Charles E. Traylor                                       Sarah L. Wachala
Kolb Roellgen & Kirchoff LLP                             Wilkinson, Goeller, Modesitt,
Vincennes, Indiana                                       Wilkinson & Drummy, LLP
                                                         Terre Haute, Indiana



                                           IN THE
    COURT OF APPEALS OF INDIANA

Judy K. Harris, Personal                                 October 24, 2017
Representative of the Estate of                          Court of Appeals Case No.
Gary W. Stahl,                                           77A01-1612-PL-2773
Appellant-Defendant,                                     Appeal from the Sullivan Circuit
                                                         Court
        v.                                               The Honorable Robert E. Hunley
                                                         II, Judge
Beth Ann Davis and                                       Trial Court Cause No.
Amy L. Westerman,                                        77C01-1609-PL-437
Appellee-Plaintiff.



Robb, Judge.




Court of Appeals of Indiana | Opinion 77A01-1612-PL-2773 | October 24, 2017                      Page 1 of 17
                                Case Summary and Issue
[1]   Judy Harris, as personal representative of the Estate of Gary Stahl (“Gary’s

      Estate”), appeals the trial court’s judgment in favor of Beth Davis and Amy

      Westerman (“Beth and Amy”). Gary’s Estate raises four issues for our review,

      one of which we find dispositive: whether the trial court’s judgment is clearly

      erroneous. Concluding the trial court’s judgment is clearly erroneous, we

      reverse its order in favor of Beth and Amy.



                            Facts and Procedural History
[2]   In 1991, William Lawrence Stahl created the Revocable Trust Agreement of

      William Lawrence Stahl (“William’s Trust”). From 1991 until his death in

      2011, William amended his trust twice. The latest amendments to William’s

      Trust provided that, upon William’s death, his children, Gary Stahl and Rita

      Springer, were each to receive one-half of the assets of William’s Trust. Rita

      would receive one-half of William’s Trust’s assets outright; however, Gary’s

      portion was to be held in a separate residuary trust during Gary’s lifetime.

      William also amended his trust to appoint Gary’s daughters, Beth and Amy, as

      co-successor trustees of William’s Trust. Beth and Amy are also co-trustees of

      the residuary trust. William’s Trust further provided Gary was not to receive

      any of the principal of the residuary trust, but could only receive income

      generated by its assets. Upon Gary’s death, the residuary trust was to be

      distributed in equal parts to Beth and Amy.



      Court of Appeals of Indiana | Opinion 77A01-1612-PL-2773 | October 24, 2017   Page 2 of 17
[3]   On numerous occasions before William’s death, Gary received money from

      William’s Trust in return for a promise to repay the money with interest.

      William died in May of 2011. Upon his death, his family began administering

      his estate and preparing to distribute his assets in the manner provided in

      William’s Trust. In June of 2011, Beth and Amy, as co-trustees of William’s

      Trust, and Gary signed a Settlement Statement memorializing the total amount

      Gary owed from his dealings with his father. The Settlement Statement

      provides,


              I, Gary W. Stahl, acknowledge that I owe the Trust of my father,
              William Lawrence Stahl (deceased May 2, 2011) for funds
              advanced to me in the amount of Eighty Thousand Dollars
              ($80,000.00) to be deducted from my share of the William
              Lawrence Stahl Revocable Trust Agreement dated November 15,
              1991.


      Appellant’s Appendix, Volume 2 at 62.1


[4]   On February 10, 2012, Gary, Rita, Beth, and Amy, signed a Family Settlement

      Agreement in an attempt to terminate William’s Trust. The Family Settlement

      Statement provides, in relevant part,


              Rita Springer . . . acknowledges that Gary Stahl owes [William’s
              Trust] . . . the total sum of $80,000 only, and Gary Stahl . . .
              acknowledges/consents to the transfer of the first $80,000 of




      1
        Rita testified because there was a difference of opinion on the exact amount received by Gary, $80,000 was
      a compromise between the parties on what Gary “[h]ad already received” from William’s Trust. Transcript,
      Volume 1 at 44.

      Court of Appeals of Indiana | Opinion 77A01-1612-PL-2773 | October 24, 2017                      Page 3 of 17
              financial assets from [William’s Trust] . . . to Rita Springer, and
              to the transfer of the $80,000 obligation owed by Gary Stahl to
              the Residuary Trust f/b/o Gary Stahl under [William’s Trust] . .
              ..


      Id. at 65-66. The Family Settlement Statement also includes a step-by-step

      process for liquidating William’s Trust. Steps 1 and 2 of the process involve

      transactions between the parties not relevant to this appeal. However, Step 3

      states, in relevant part,


              Result at this point: [William’s Trust] owns half interest in N 40
              of 100 ac[res] . . . and 100% of S 60 ac[res] plus financial assets
              (that have been reduced by the $80,000 paid to Rita to off-set
              Gary’s debt (that [debt] having been distributed to Gary’s Trust—
              Gary then owes his trust, not Rita, that $80,000) . . . .)[.]


      Id. at 69.


[5]   On February 20, 2016, Gary died. Thereafter, Judy Harris, Gary’s personal

      representative, filed a petition to probate Gary’s will. Gary’s will disinherited

      Beth and Amy. On April 7, 2016, Beth and Amy, as co-trustees of Gary’s

      residuary trust, filed a verified statement of claim against Gary’s Estate

      claiming their father’s estate owed $80,000 to Gary’s residuary trust. The

      verified statement of the claim alleged as follows:


              2. The amount of indebtedness due claimant from the decedent’s
              estate is $80,000.00 plus accrued interest at the rate of 8% annum
              from and after May 2, 2011 - principal and interest aggregating
              $111,316.16 as of March 23, 2016 . . . .




      Court of Appeals of Indiana | Opinion 77A01-1612-PL-2773 | October 24, 2017   Page 4 of 17
              3. The consideration for this debt is: $80,000.00 in monies
              loaned to decedent as evidenced by that certain June 21, 2011
              Settlement Statement signed by Gary W. Stahl . . . which debt
              was distributed to claimant pursuant to that certain Family
              Settlement Agreement dated February 10, 2012 . . . .


      Id. at 46.


[6]   On October 27, 2016, the trial court held a hearing on Beth and Amy’s claim

      against Gary’s Estate. At the hearing, Beth and Amy introduced into evidence

      three promissory notes executed by Gary in favor of William’s Trust. Each

      promissory note includes a promise to repay the borrowed amount plus interest

      at a rate of five percent per annum to William’s Trust. See Plaintiffs’ Exhibits

      G, O, & P. Beth and Amy also introduced a document labeled “Notes on Gary

      & Connie to Trusts” created by William detailing thirteen different dates on

      which Gary received money from either William’s Trust or the trust of

      William’s wife, Ruth. See Plaintiffs’ Exhibit Q. In addition to these

      documents, Beth and Amy also submitted an Inheritance Tax Return (“Tax

      Return”) filed by Gary and Rita as personal representatives of William’s estate.

      The Tax Return lists, as an asset of William’s estate, a “loan owed to the trust

      at date of death from Gary Stahl Settlement Statement” for $80,000.

      Appellant’s App., Vol. 2 at 159. The trial court also considered a letter written

      by William to Gary in January of 2006. In the letter, William documented the

      loans received by Gary. William wrote,


              As you know, you and Connie executed a Promissory Note in
              favor of [William’s Trust] dated July 1, 1997, the Ruth Stahl

      Court of Appeals of Indiana | Opinion 77A01-1612-PL-2773 | October 24, 2017   Page 5 of 17
              Revocable Trust dated July 1, 1997, a twenty-five thousand
              dollar ($25,000.00) Promissory Note to the Ruth Stahl Revocable
              Trust dated April 6, 1996, and a twenty-five thousand dollar
              ($25,000.00) Promissory Note to [William’s Trust] dated April 6,
              1996. All four of the above Notes provided for interest at the rate
              of seven and one-half percent (7.5%) per annum.


      Plaintiffs’ Exhibit F.


[7]   Following the hearing, the trial court adopted, verbatim, Beth and Amy’s

      proposed findings of fact and conclusions thereon and entered judgment in

      favor of Beth and Amy in the amount of $114,638.49. The trial court found

      and concluded in part as follows:


                                            I. Findings of Fact

              1.      William Lawrence Stahl (“William”) was married to Ruth
                      Lucille Stahl until her death. They were the parents of
                      Gary W. Stahl (the decedent herein) and Rita Springer.
                      William created [William’s Trust] . . . on November 15,
                      1991. . . . William served as the sole trustee of William’s
                      Trust. William died testate, his Last Will and Testament
                      having been admitted to probate in this Court . . . .

              2.      After William died, his granddaughters Beth Ann Davis
                      and Amy L. Westerman became successor co-trustees of
                      William’s Trust . . . .

              ***

              5.      Following William’s death, differences of opinion arose
                      among the beneficiaries of William’s Trust and Ruth’s
                      Trust. Multiple negotiable promissory notes and two (2)
                      recorded mortgages signed by Gary Stahl were introduced
                      into evidence which memorialize aggregate borrowings of
                      $94,000.00 from William’s Trust prior to 2010. Rita
                      Springer testified that many more promissory notes from

      Court of Appeals of Indiana | Opinion 77A01-1612-PL-2773 | October 24, 2017   Page 6 of 17
                Gary to William’s Trust existed at the time of William’s
                death than the number of such notes presented at trial
                (which carried an aggregate face amount of $94,000). Rita
                stated that all the existing promissory notes actually
                aggregated more than $94,000.00 face amount, but in
                order to move on and be able to distribute assets from
                William’s Estate, William’s Trust, and Ruth’s Trust, all
                the interested parties entered into a compromise and
                agreed on June 21, 2011, via the Settlement Agreement,
                that despite all the prior notes/mortgages, Gary owed
                William’s Trust only $80,000.00 as of the date of
                William’s death (May 2, 2011)—the “Compromised
                Amount.”

        6.      On May 26, 2011, Rita Springer and Gary Stahl had been
                authorized by Order of this Court to file an Indiana
                Inheritance Tax return in connection with the May 2, 2011
                death of their father, William. On January 30, 2012, they
                signed and filed such an inheritance tax return showing a
                tax liability of $38,076.00. This return and the amount of
                tax due were approved by Order of this Court . . . .

        ***

        8.      Schedule E of that Inheritance Tax Return lists, as Item 12
                thereon, the following asset of William’s Trust:

                Loan owed to the trust at date of death from Gary Stahl
                Settlement Statement . . . $80,000.00

        ***

        11.     [A] written Family Settlement Agreement was finalized
                among Gary Stahl, William’s Trust, Ruth’s Trust, Gary’s
                Trust, the Estate of William, Rita Springer, and two (2)
                cousins of Gary and Rita Springer—wherein . . .

                “[Rita Springer] acknowledges that Gary Stahl owes
                [William’s Trust] . . . the total sum of $80,000 only, and
                Gary Stahl . . . acknowledges/consents to the transfer of
                the first $80,000 of financial assets from [William’s Trust] .
                . . to Rita Springer, and to the transfer of the $80,000

Court of Appeals of Indiana | Opinion 77A01-1612-PL-2773 | October 24, 2017   Page 7 of 17
                obligation owed by Gary Stahl to the Gary’s Trust f/b/o
                Gary Stahl under [William’s Trust] . . . .”

        12.     Rita Springer’s testimony made clear that the $80,000
                owed by Gary mentioned in the Settlement Statement is
                the same $80,000 referred to in the Family Settlement
                Statement (and its Protocol). . . . Rita Springer first
                testified that once she received her $80,000.00 per . . . the
                Family Settlement Agreement, she believed Gary’s
                $80,000 obligation to William’s Trust was to be canceled,
                but she immediately recanted that testimony after she
                herself read [the Family Settlement Agreement]—realizing
                and then acknowledging/testifying, instead, that all the
                interested parties . . . had agreed that such $80,000
                obligation was transferred to Gary’s Trust . . . .

        13.     Gary Stahl, in his individual capacity, subscribed to the
                following joinder in the Family Settlement Agreement:
                “. . . I am signing below to evidence my agreement to the
                foregoing terms and the attached Protocol.”

        14.     Step 1E of the Protocol that is part of the Family
                Settlement Statement reads, in pertinent part:
                “E. Distribute to Gary’s Trust the $80,000 debt receivable
                owed by Gary.”

        ***

        17.     No evidence of any kind was presented that William ever
                filed a gift tax return. An attorney (Robert E. Springer)
                who had performed legal services for William testified that
                (a) he had never prepared a gift tax return for William, and
                (b) with respect to the transactions where that attorney had
                prepared mortgages for William at William’s request,
                William was adamant that the funds paid out by William’s
                Trust were not gifts, but were to be repaid to William’s
                Trust.

        ***

                                   II. Conclusions of Law


Court of Appeals of Indiana | Opinion 77A01-1612-PL-2773 | October 24, 2017   Page 8 of 17
              ***

              9.      Estate is estopped from arguing that William’s Trust is the
                      real party in interest here because Gary admitted in the
                      Family Settlement Agreement, via Gary’s joinder therein,
                      that pursuant to the provisions of . . . the Family
                      Settlement Agreement, the right to receive payment of the
                      $80,000.00 plus interest thereon was transferred from
                      William’s Trust to Gary’s Trust.

                      For all of the above reasons and I.C. 30-4-3-20(a)(3), the
                      Court enters judgment for Gary’s Trust and against
                      [Gary’s] Estate in the amount of $80,000.00 plus
                      $34,638.49 as 8% annum interest thereon from and after
                      June 21, 2011 through the date hereof—for a total dollar
                      amount of $114,638.49.


      Appellant’s App., Vol. 2 at 119-28. Gary’s Estate now appeals.



                                 Discussion and Decision
[8]   Gary’s Estate argues there is insufficient evidence to support the trial court’s

      judgment because the Settlement Statement is an accord and satisfaction for

      Gary’s prior debts to William’s Trust. It further alleges the Settlement

      Statement unambiguously states Gary was to satisfy his debt by permitting Rita

      to receive the first $80,000 from William’s Trust. Therefore, once Rita received

      the first $80,000 from William’s Trust, the accord was satisfied. Rebutting

      these arguments, Beth and Amy allege the Settlement Statement is ambiguous,

      requiring the consideration of extrinsic evidence to determine the parties’ intent.

      Beth and Amy further allege the Settlement Statement, Family Settlement

      Statement, and extrinsic evidence demonstrate Gary is required to repay


      Court of Appeals of Indiana | Opinion 77A01-1612-PL-2773 | October 24, 2017   Page 9 of 17
      $80,000 to William’s Trust, and subsequently to Gary’s residuary trust

      following the signing of the Family Settlement Agreement.


                                        I. Standard of Review
[9]   The trial court entered findings of fact and conclusions thereon and our

      standard for reviewing a trial court’s findings and conclusions is well-settled:


               When findings and conclusions thereon are made, we must
               determine if the trial court’s findings support the judgment. We
               will reverse the trial court’s judgment only when it is clearly
               erroneous. Findings of fact are clearly erroneous when the
               record lacks evidence or reasonable inferences from the evidence
               to support them. A judgment is clearly erroneous when a review
               of the record leaves us with a firm conviction that a mistake has
               been made. We consider the evidence only in the light most
               favorable to the judgment and construe findings together liberally
               in favor of the judgment.


      Robert’s Hair Designers, Inc. v. Pearson, 780 N.E.2d 858, 863 (Ind. Ct. App. 2002)

      (internal citations omitted).2




      2
        When a trial court adopts verbatim a party’s proposed findings and conclusions, it does not alter our
      standard of review. See Cook v. Whitsell-Sherman, 796 N.E.2d 271, 273 n.1 (Ind. 2003). However, the practice
      “weakens our confidence as an appellate court that the findings are the result of considered judgment by the
      trial court.” Id. (citing Prowell v. State, 741 N.E.2d 704, 708-09 (Ind. 2001)). The critical inquiry is whether
      such findings, as adopted by the court, are clearly erroneous. In re Marriage of Nickels, 834 N.E.2d 1091, 1096
      (Ind. Ct. App. 2005).

      Court of Appeals of Indiana | Opinion 77A01-1612-PL-2773 | October 24, 2017                       Page 10 of 17
                                     II. Accord and Satisfaction
[10]   Gary’s Estate’s first argument is the Settlement Statement constituted an accord

       and satisfaction for his prior debts to William’s Trust. The trial court concluded

       Gary’s Estate failed to prove its defense of accord and satisfaction. We agree

       there is an accord and satisfaction—but for different reasons than those asserted

       by Gary’s Estate.


[11]   An “[a]ccord and satisfaction is a method of discharging a contract, or settling a

       cause of action by substituting for such contract or dispute an agreement for

       satisfaction.” Daube and Cord v. LaPorte Cty. Farm Bureau Coop. Ass’n, 454

       N.E.2d 891, 894 (Ind. Ct. App. 1983). The term “accord” denotes an express

       contract between two parties by means of which the parties agree to settle some

       dispute on terms other than those originally contemplated, and the term

       “satisfaction” denotes performance of the contract. Reed v. Dillon, 566 N.E.2d

       585, 590 (Ind. Ct. App. 1991). A party pleading the defense of accord and

       satisfaction has the burden of proving that fact. Daube and Cord, 454 N.E.2d at

       894.


[12]   Here, the money borrowed by Gary from William’s Trust was certainly

       originally intended to be a loan.3 Beth and Amy submitted into evidence three




       3
         Gary’s Estate also argues the trial court erred in considering evidence other than the Settlement Statement
       because the parol evidence rule prohibits the trial court from considering extrinsic evidence. Generally,
       where parties have reduced an agreement to writing and have stated in an integration clause that the written
       document embodies the complete agreement between the parties, the parol evidence rule prohibits courts
       from considering extrinsic evidence for the purpose of varying or adding to the terms of the written contract.
       I.C.C. Protective Coatings, Inc. v. A.E. Staley Mfg. Co., 695 N.E.2d 1030, 1035 (Ind. Ct. App. 1998), trans. denied.

       Court of Appeals of Indiana | Opinion 77A01-1612-PL-2773 | October 24, 2017                           Page 11 of 17
       promissory notes executed by Gary in favor of William’s Trust, each of which

       included a promise to repay the borrowed amount plus interest to William’s

       Trust. In addition to these documents, Beth and Amy submitted a letter written

       by William to Gary documenting several other promissory notes signed by

       Gary. Beth and Amy also offered the testimony of Robert Springer, William’s

       attorney, who prepared mortgage documents for William when he distributed

       money from his trust to Gary. Springer testified that these transactions were

       intended to be loans, not gifts. See Tr., Vol. 1 at 23.


[13]   Following William’s death, the parties came together and compromised upon

       the amount owed by Gary to William’s Trust. Although the disputed amount

       was allegedly much more than $80,000, the parties agreed Gary only owed that

       amount in order to be able to distribute and terminate William’s Trust. Beth

       and Amy, as co-trustees of William’s Trust, and Gary signed the Settlement

       Statement agreeing Gary only owed $80,000, and that amount was to be

       deducted from Gary’s share of William’s Trust. This settlement represented an

       accord for Gary’s prior debts. See Mominee v. King, 629 N.E.2d 1280, 1283-84

       (Ind. Ct. App. 1994).




       However, the existence of an integration clause does not control the question of whether a writing was
       intended to be a completely integrated agreement. Id. Here, the Settlement Statement does not contain an
       integration clause and Gary’s Estate makes no argument the Settlement Statement was intended to be a
       completely integrated agreement. Further, the fact Gary, Beth, Amy, and Rita signed a subsequent
       agreement, the Family Settlement Statement, demonstrates the agreement was not integrated and the parol
       evidence rule does not apply.

       Court of Appeals of Indiana | Opinion 77A01-1612-PL-2773 | October 24, 2017                  Page 12 of 17
[14]   However, contrary to Gary’s Estate’s view, the Settlement Statement did not

       “satisfy” or perform the contract. See Reed, 566 N.E.2d at 590 (noting

       “satisfaction” denotes performance of the contract). Although the Settlement

       Statement provided the manner in which it was to be satisfied, it did not

       actually perform the contract. Rather, the Settlement Statement only

       represented a compromise on what Gary “[h]ad already received.” Tr., Vol. 1

       at 44. Following this agreement, Rita testified there were still “ongoing

       discussion[s]” on how to distribute assets from William’s Trust to ensure Rita

       and Gary each received fifty percent of the assets. Id. Several months later,

       Gary, Rita, Beth, and Amy entered into the Family Settlement Agreement.

       The Family Settlement Agreement provides, in relevant part,


               Rita Springer . . . acknowledges that Gary Stahl owes [William’s
               Trust] . . . the total sum of $80,000 only, and Gary Stahl . . .
               acknowledges/consents to the transfer of the first $80,000 of
               financial assets from [William’s Trust] . . . to Rita Springer, and
               to the transfer of the $80,000 obligation owed by Gary Stahl to
               the Residuary Trust f/b/o Gary Stahl under [William’s Trust] . .
               ..


       Id. at 65-66. The Family Settlement Statement, and the transactions that occur

       pursuant to it, will constitute performance of the accord. The question

       becomes, what did the parties intend performance to require. In Gary’s Estate’s

       view, the accord was satisfied when Rita received the first $80,000 from

       William’s Trust to off-set from what Gary had already received from the trust.

       By contrast, Beth and Amy argue performance requires Gary’s Estate to pay

       $80,000 to his residuary trust.

       Court of Appeals of Indiana | Opinion 77A01-1612-PL-2773 | October 24, 2017   Page 13 of 17
                                      III. The Parties’ Intent
[15]   Our standard of review for settlement agreements is well-established:


               Settlement agreements are governed by the same general
               principles of contract law as any other agreement. The
               interpretation and construction of a contract is a function for the
               courts. If the contract language is unambiguous and the intent of
               the parties is discernible from the written contract, the court is to
               give effect to the terms of the contract. A contract is ambiguous
               if a reasonable person would find the contract subject to more
               than one interpretation; however, the terms of a contract are not
               ambiguous merely because the parties disagree as to their
               interpretation. When the contract terms are clear and
               unambiguous, the terms are conclusive and we do not construe
               the contract or look to extrinsic evidence, but will merely apply
               the contractual provisions.


       Fackler v. Powell, 891 N.E.2d 1091, 1095-96 (Ind. Ct. App. 2008) (internal

       citations omitted), trans. denied.


[16]   As previously noted, the evidence presented by Beth and Amy demonstrates the

       money borrowed by Gary was originally intended to be a loan which Gary was

       to repay. Beth and Amy presented ample evidence at trial, including

       promissory notes, a letter, and testimony from William’s lawyer indicating the

       monies borrowed by Gary were loans. Following William’s death, Beth and

       Amy, as co-trustees of William’s Trust, and Gary signed the Settlement

       Statement compromising on the amount owed by Gary. The Settlement

       Statement provides,




       Court of Appeals of Indiana | Opinion 77A01-1612-PL-2773 | October 24, 2017   Page 14 of 17
               I, Gary W. Stahl, acknowledge that I owe the Trust of my father,
               William Lawrence Stahl (deceased May 2, 2011) for funds
               advanced to me in the amount of Eighty Thousand Dollars
               ($80,000.00) to be deducted from my share of the William
               Lawrence Stahl Revocable Trust Agreement dated November 15,
               1991.


       Appellant’s App., Vol. 2 at 62. The Settlement Statement clearly and

       unambiguously states the parties only intended Gary to repay $80,000 of the

       amount he borrowed, and that amount was to be deducted from his fifty

       percent share of William’s Trust. Regardless of the parties’ original intent, Beth

       and Amy, consistent with their power as co-trustees, signed the Settlement

       Statement indicating they agreed to this interpretation. See Appellant’s App.,

       Vol. 2 at 141 (noting the trustee of William’s Trust has authority to

       “compromise, settle or adjust any claim or demand by or against the trust . . .

       .”)


[17]   Several months later, Gary, Rita, Beth, and Amy signed the Family Settlement

       Agreement giving effect to the Settlement Statement. The Family Settlement

       Agreement provides,


               Rita Springer . . . acknowledges that Gary Stahl owes [William’s
               Trust] . . . the total sum of $80,000 only, and Gary Stahl . . .
               acknowledges/consents to the transfer of the first $80,000 of
               financial assets from [William’s Trust] . . . to Rita Springer, and
               to the transfer of the $80,000 obligation owed by Gary Stahl to
               the Residuary Trust f/b/o Gary Stahl under [William’s Trust] . .
               ..




       Court of Appeals of Indiana | Opinion 77A01-1612-PL-2773 | October 24, 2017   Page 15 of 17
       Appellant’s App., Vol. 2 at 65-66. Step 3 of the Protocol to the Family

       Settlement Agreement states, in relevant part,


               Result at this point: [William’s Trust] owns half interest in N 40
               of 100 ac[res] . . . and 100% of S 60 ac[res] plus financial assets
               (that have been reduced by the $80,000 paid to Rita to off-set
               Gary’s debt (that [debt] having been distributed to Gary’s Trust—
               Gary then owes his trust, not Rita, that $80,000) . . . .)[.]


       Id. at 69.


[18]   These agreements are certainly confusing and inartfully drafted. The

       Settlement Statement makes clear the parties intended Gary would repay

       $80,000 only, which was to be deducted from his share of William’s Trust. In

       the Family Settlement Statement and its Protocol, language is added that

       indicates his obligation is transferred to his residuary trust. This language

       renders the settlements ambiguous as reasonable people could disagree on their

       meanings. See INB Banking Co. v. Opportunity Options, Inc., 598 N.E.2d 580, 583

       (Ind. Ct. App. 1992) (noting an ambiguity subject to at least three reasonable

       interpretations existed between two separate mortgage agreements), trans.

       denied. However, what is clear from the settlement agreements is Gary never

       intended to repay more than $80,000. Both settlement statements clearly

       indicate this intent. Further, Gary was to satisfy the settlement agreements by

       consenting to Rita receiving the first $80,000 of financial assets from William’s

       Trust. At trial, Rita testified, “[t]he agreement was that . . . the Trust that was

       for the benefit of Gary Stahl was to receive $80,000.00 less. Based on the fact

       that he had already received it.” Tr., Vol. 1 at 53. Moreover, the Protocol

       Court of Appeals of Indiana | Opinion 77A01-1612-PL-2773 | October 24, 2017   Page 16 of 17
       clearly states the first $80,000 from William’s Trust was paid to Rita to “off-set

       Gary’s debt . . . .” Appellant’s App., Vol. 2 at 69. A decision in favor of Beth

       and Amy would require Gary to repay twice the amount the parties intended. 4

       Therefore, because the parties only intended for Gary to repay $80,000, and

       that intent was satisfied when Rita received the first $80,000 from William’s

       Trust, we conclude Gary’s Estate has met its burden of proving the defense of

       accord and satisfaction and the trial court erred in concluding otherwise.



                                                  Conclusion
[19]   Gary’s Estate met its burden of proving the defense of accord and satisfaction

       and the trial court’s judgment in favor of Beth and Amy is clearly erroneous.

       Accordingly, we reverse the trial court’s order.


[20]   Reversed.


       Vaidik, C.J., and Bailey, J., concur.




       4
         For example, assume the assets in William’s Trust at William’s death total $500,000. A requirement that
       Gary repay the $80,000 means the trust has a total of $580,000 to distribute and Gary and Rita should each
       receive $290,000. But, because Gary has already received $80,000, there is only $500,000 to distribute. Gary
       then consents to Rita receiving the first $80,000 from the trust; the amount remaining in the trust is $420,000.
       An equal division of $420,000 gives Gary and Rita $210,000 each. Rita has now received the $290,000 she
       originally should have received had Gary not borrowed money from the trust. Gary has now satisfied the
       parties’ agreement that the $80,000 owed by him is “to be deducted from [his] share of [William’s Trust].”
       Appellant’s App., Vol. 2 at 62. A requirement Gary now pay another $80,000 means Gary is paying
       $160,000, twice the amount intended by the parties.

       Court of Appeals of Indiana | Opinion 77A01-1612-PL-2773 | October 24, 2017                       Page 17 of 17
