J-S46036-15

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

THOMAS LAMBRECHT,                           :       IN THE SUPERIOR COURT OF
                                            :             PENNSYLVANIA
                   Appellant                :
                                            :
             v.                             :
                                            :
LAURA LIEBL,                                :
                                            :
                   Appellee                 :           No. 80 EDA 2015

             Appeal from the Decree entered on December 12, 2014
             in the Court of Common Pleas of Northampton County,
                      Civil Division, No. C-48-CV2011-6521

BEFORE: MUNDY, OLSON and MUSMANNO, JJ.

MEMORANDUM BY MUSMANNO, J.:                          FILED AUGUST 07, 2015

      Thomas Lambrecht (“Husband”) appeals from the entry of the Divorce

Decree. We affirm.

      Husband married Laura Liebl (“Wife”) on August 24, 2004. The parties

did not have any children together.       The parties separated in 2007, and

Husband filed a Complaint in divorce on July 12, 2011. Wife subsequently

filed a Petition for ancillary relief wherein she raised a claim for alimony

pendente lite (“APL”), counsel fees and costs.         On February 6, 2013,

Husband filed a claim for equitable distribution.

      On September 19, 2013, the parties entered into a partial property

settlement    agreement     (“Agreement”)   whereby   Husband   retained   sole

possession and ownership of their marital residence, and Wife waived all

interest in the property.      The Agreement permitted Wife to remain in the
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residence until she was able to purchase her own home. However, Wife was

unable to secure financing to move out of the marital residence, and needed

equitable distribution to occur in order to secure funds for a down payment

on a home.

     On March 13, 2014, Husband provided Wife with a handwritten, signed

document (“Document”) as part of the equitable distribution, which stated

Husband would promptly pay Wife $60,000.00 by certified check. In March

and April 2014, the parties, through their attorneys, exchanged emails

regarding performance of the $60,000.00 payment to Wife. Wife accepted

the offer, and sought the $60,000.00 promised by Husband. Husband, while

agreeing to pay Wife $60,000.00, disputed whether Wife was to be paid in a

lump sum or over a period of time.

     On April 13, 2014, Husband provided Wife with a second handwritten,

signed document titled “Payment Agreement on Property Settlement,”

(“Payment Agreement”) which provided that Husband would pay Wife

$60,000.00 upfront and without delay by certified check. Husband failed to

pay Wife $60,000.00.   On June 11, 2014, Wife filed a Petition to Enforce

Settlement.   On July 2, 2014, the trial court entered an Order granting

Wife’s Petition and directed Husband to pay Wife $60,000.00 within ten

days. A final Divorce Decree was entered on December 12, 2014. Husband

filed a timely Notice of Appeal and a court-ordered Pennsylvania Rule of

Appellate Procedure 1925(b) Concise Statement.



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      On appeal, Husband raises the following question for our review:

      Whether the trial court erred as a matter of law and abused its
      discretion when [the trial court] determined that the document
      dated March 13, 2014[,] was a full, complete, valid and
      enforceable agreement between Husband and Wife[?]

Brief for Appellant at 4.

      “The determination of marital property rights through settlement

agreements has long been permitted, and even encouraged.”          Adams v.

Adams, 848 A.2d 991, 993 (Pa. Super. 2004) (citation and ellipses

omitted); see also 23 Pa.C.S.A. § 3105. A property settlement agreement

must be treated as a separate and independent contract when it does not

merge with the Divorce Decree.1 McMahon v. McMahon, 612 A.2d 1360,

1363 (Pa. Super. 1990). “A marital settlement agreement between spouses

is governed by the law of contracts unless the agreement provides

otherwise.”   Stamerro v. Stamerro, 889 A.2d 1251, 1258 (Pa. Super.

2005) (citation and brackets omitted); see also Gaster v. Gaster, 703

A.2d 513, 515 (Pa. Super. 1997) (stating that where the settlement

agreement was not merged into the divorce decree, it is enforceable at law

or equity and is governed by the law of contracts). Contract interpretation is

a question of law; therefore, our standard of review is plenary. Kraisinger

v. Kraisinger, 928 A.2d 333, 339 (Pa. Super. 2007).


1
  We note that the instant Agreement has not merged with the Divorce
Decree. See Ballestrino v. Ballestrino, 583 A.2d 474, 477 (Pa. Super.
1990) (stating that a settlement agreement does not merge with the divorce
decree where there is no evidence that such merger was intended).


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      “[A] court must construe the contract only as written and may not

modify the plain meaning of the words under the guise of interpretation.”

Habjan v. Habjan, 73 A.3d 630, 640 (Pa. Super. 2013).              “Where a

settlement agreement contains all of the requisites of a valid contract, a

court must enforce the terms of the agreement.”       Mastrioni-Mucker v.

Allstate Ins., 976 A.2d 510, 518 (Pa. Super. 2007).         “Under ordinary

contract law, contracts are enforceable when parties reach [a] mutual

agreement, exchange consideration[,] and have set forth terms of their

bargain with sufficient clarity.”   Biddle v. Johnsonbaugh, 664 A.2d 159,

163 (Pa. Super. 1995). A binding agreement exists where all parties come

to a meeting of the minds on all essential terms of the agreement.

Mastrioni-Mucker, 976 A.2d at 518. “An offer may be accepted by conduct

and what the parties do pursuant to the offer is germane to show whether

the offer is accepted.” Mountain Props. v. Tyler Hill Realty Corp., 767

A.2d 1096, 1101 (Pa. Super. 2001). Further, “[w]hether particular conduct

expresses an offer and acceptance must be determined on the basis of what

a reasonable person in the position of the parties would be led to understand

by such conduct under all of the surrounding circumstances.” Id. (citation

omitted).

      Husband contends that the Document and Payment Agreement are not

valid, comprehensive and enforceable agreements between the parties.

Brief for Appellant at 8-9, 13.      Specifically, Husband asserts that both



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documents lack material terms, such as time of payment, a waiver of

equitable distribution, waiver for counsel fees and costs, and waiver of APL.

Id. at 8-9, 11. Husband argues that the trial court’s attempt to resolve the

documents’ ambiguities went beyond mere interpretation.        Id.   Further,

Husband asserts that neither document is supported by any valuable

consideration. Id. at 10, 12. Husband also argues that because Wife made

a counteroffer to the Document, and he did not accept the counteroffer, the

Document is not enforceable.     Id. at 12.   Husband claims the Payment

Agreement suffers from the same deficiencies. Id. at 12-13.

      As stated above, on September 19, 2013, Husband and Wife entered

into the Agreement, which allowed Wife to remain in the marital residence

until she purchased her own home.      Agreement, 9/19/13.    On March 13,

2014, due to Wife’s inability to buy a home prior to equitable distribution,

Husband provided Wife with the handwritten, signed Document that stated

the following:

      [Husband] will provide and promptly pay [Wife] in the exact
      amount of $60,000.00[,] which will not exceed or be less than
      [the] stated [amount] of money. [Husband] will provide [Wife]
      with a certified check. [Wife] will not be responsible for any of
      the fees or taxes that may or may not accrue in order to make
      this transaction occur.

Document, 3/13/14.

      Wife’s attorney accepted the offer, and sought the $60,000.00

payment. Correspondence (Melissa P. Rudas, Esquire), 3/14/14; see also

Correspondence (Melissa P. Rudas, Esquire), 4/8/14.     Husband’s attorney,


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while acknowledging the $60,000.00 figure, believed that the parties had not

reached an agreement because Husband was unable to provide Wife with a

lump sum. Correspondence (Richard P. Focht, Esquire), 3/24/14.

     On April 13, 2014, Husband provided Wife with the handwritten,

signed Payment Agreement that stated the following:

     Payment Agreement on Property Settlement

     -April 13th, 2014

           [Husband] agree[s] to pay and provide [Wife,] with no
     more or less than $60,000.00 upfront and without delay in the
     form of a certified check as [P]roperty [S]ettlement. [Wife] will
     not be held responsible for the appearance/cleanliness of the
     [marital residence] as this is too subjective in nature to
     determine. [Wife] may continue to move her property out of the
     [marital residence] without question. [Wife] and her pets may
     continue to live and stay in the [marital residence] until closing
     settlement on a house.

           [Husband] understand[s] closing settlement on [the]
     [marital residence] may take a couple months to process and
     complete.

           [Husband] will make no further requests or propositions in
     this matter.

Payment Agreement, 4/13/14.

     Based on our review of the Payment Agreement, Husband agreed to

pay Wife with a $60,000.00 certified check upfront and without delay. See

Trial Court Opinion, 4/13/15, at 3; see also Muhammad v. Strassburger,

McKenna, Messer, Shilobod & Gutnick, 587 A.2d 1346, 1349 (Pa. 1990)

(stating that a valid offer exists in a property settlement agreement where

there is a clear settlement figure); Brangs v. Brangs, 595 A.2d 115, 116


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(Pa.   Super. 1991) (stating      that an enforceable       property settlement

agreement exists where the terms include a specific payment to a named

recipient).   In exchange for Husband’s promise of $60,000.00, Wife

promised to move out of the marital residence. See Commerce Bank v.

First Union Nat’l Bank, 911 A.2d 133, 146 (Pa. Super. 2006) (stating that

a   settlement   agreement   is   a   valid,   binding   contract   supported    by

consideration where one party surrenders their ability to bring a claim

against a second party in exchange for a promise). Husband, who drafted

the Payment Agreement, did not include APL, counsel fees, or costs in the

Payment Agreement and has not demonstrated that those terms were at

issue. See Payment Agreement, 4/13/14 (stating that husband will make no

further requests on this matter after he pays Wife $60,000.00); see also

Habjan, 73 A.3d at 641 (stating that the parties’ intentions at the time the

document was signed take precedent over the parties’ intentions on appeal).

       Further, we conclude that Wife accepted the Payment Agreement.

Here, Husband sent Wife the Document and promised her $60,000.00 by

certified check. Document, 3/13/14. After receiving the Document, Wife’s

attorney sent an email to Husband’s attorney accepting the offer.               See

Commerce Bank v. First Union Nat’l Bank, 911 A.2d 133, 146 (Pa.

Super. 2006) (stating that an acceptance occurred where counsel sent an

email confirming that the proposed settlement agreement was agreed to).

Exactly one month after he sent Wife the Document, Husband again



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promised Wife $60,000.00 by certified check.          Payment Agreement,

4/13/14. Thereafter, Wife filed the Petition to Enforce Settlement. Based on

Husband’s multiple promises to pay Wife $60,000.00, and Wife’s repeated

attempts to obtain performance, we conclude that Wife accepted the

Payment Agreement. See O’Brien v. Nationwide Mut. Ins. Co., 689 A.2d

254, 259 (Pa. Super. 1997) (stating that acceptance of an offer may be

inferred from a parties’ course of conduct); see also Crispo v. Crispo, 909

A.2d 308, 314 (Pa. Super. 2006) (stating that wife’s failure to make a

specific demand for performance of the marital settlement agreement does

not bar her from recovering the $22,500.00 clearly owed by husband).

       Thus, the trial court did not err in concluding that Husband and Wife

entered into a full, complete, valid and enforceable settlement agreement.

See Biddle, 664 A.2d at 163; see also Mastrioni-Mucker, 976 A.2d at

518.

       Decree affirmed.

Judgment Entered.




Joseph D. Seletyn, Esq.
Prothonotary

Date: 8/7/2015




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