FABE, Chief Justice.
A husband and wife obtained a marriage dissolution that included a provision to split the "profits ... after the cost of fuel and can[ne]ry dues" from their jointly owned commercial fishing boat. The ex-spouses dispute the meaning of the term "profits." Each party maintains that the other owes a large sum of money pursuant to the agreement. The superior court approved a standing master's recommendation that interpreted "profits" to mean "payment from the cannery, less deductions for fuel, dues and other advancements." Because the superior court's findings regarding the parties' reasonable expectations at the time of the dissolution agreement are not clearly erroneous, and because the superior court's interpretation of the provision accurately reflects those expectations, we affirm.
Morrill and Jessica Mahan married in 2004 and dissolved their marriage in June 2011. During their marriage, the couple had one medically fragile child. Morrill was the primary wage-earner for the family. As reported in their petition for dissolution, Morrill's total gross wages for 2010 were $137,362.81 while Jessica's total gross wages were $16,716.21. In addition, the petition indicated that Morrill and Jessica had each received $31,292.14 in gross income in 2010 from their commercial fishing business.
The petition for dissolution included an addendum providing for the temporary maintenance of joint interests in the marital home and commercial fishing business. The parties agreed to maintain joint ownership of the marital residence and to split the profits from the commercial fishing business until October 2012, at which point Jessica was to take sole title to the home and Morrill was to take sole title to the commercial fishing boat and permit:
In June 2011 Magistrate Judge Jennifer Wells, serving as a standing master for the superior court, heard testimony from Morrill and Jessica before recommending that the superior court approve their dissolution. Morrill's and Jessica's testimony emphasized the connection between specific provisions of the agreement and the best interests of their child in light of her medical condition. Morrill and Jessica planned to rotate in and out of the marital home every two weeks so that their daughter would not need to travel back and forth between two homes. Morrill also agreed to remain named on the home mortgage even after the transfer of title to Jessica because she would be unable to obtain a low interest rate for the mortgage if she were to refinance on her own. Morrill testified that he intended to stay on the mortgage because "three percent interest ... [is] hard to beat for [Jessica] and my daughter needs a place to live...." Magistrate Judge Wells found that the dissolution agreement was fair and that Morrill and Jessica entered into the agreement freely and voluntarily. The superior court promptly approved the master's report and granted the dissolution.
Despite the amicable dissolution proceeding, Morrill and Jessica's post-dissolution relationship soon became more adversarial. In October 2011 Jessica filed her first motion for an order enforcing the dissolution decree. The motion alleged that Morrill was impermissibly removing from the home property that belonged to Jessica under the terms of the dissolution agreement. At the evidentiary hearing related to her motion to enforce, Jessica also alleged that Morrill had not paid her the 50% share of the 2011 commercial fishing profits to which he had agreed. The standing master's report concluded that Morrill was obligated to pay Jessica half of the 2011 commercial fishing income from the cannery, less fuel and dues, immediately.
Morrill immediately objected to the master's report, arguing that the word "profit" meant "the positive income left after subtracting expenses from revenue," and that he was not afforded an opportunity to subtract his expenses other than fuel and cannery dues. He asserted that typical additional expenses included "pay[ing] deckhands," as well as "supplies, gear, bait, etc.," and that he typically spends "thousands of dollars in preseason costs ... out of pocket before the boat even gets in the water."
Superior Court Judge Anna Moran conducted a de novo review and approved the master's report. Addressing Morrill's objection, the superior court found "that Master Wells reasonably concluded Mrs. Mahan was to receive 50% of 2011 income from cannery income less deductions for fuel, dues and other advancements" and ordered payment of that amount. Following the order, Morrill made a one-time $15,000 payment to Jessica. But Morrill now characterizes this payment as an "advance" that did not "account[] for Jessica['s] share of expenses."
In July 2013 Jessica filed a motion to show cause alleging, among other grievances, that Morrill had "failed to pay any funds towards the 2012 fishing money owed or demonstrate [that] he fully paid her portion of 2011 funds." In opposition, Morrill filed a cross-motion for money judgment and asserted for the first time that the total fishing losses in 2011 and 2012 amounted to $96,826. He requested a judgment in the amount of $48,413 — half of the total losses. Jessica responded that Morrill in fact owed her $49,079 as her share of the 2011 and 2012 fishing profits.
After hearing additional testimony from Morrill and Jessica, Magistrate Judge Wells issued another report, which noted that the term "profits" already had been defined in her previous report and had been reviewed de novo by the superior court following Morrill's objection in 2012. Nevertheless, Magistrate
"Contract principles govern the interpretation of property settlement agreements incorporated in dissolution decrees. When interpreting any contract, the goal is to give effect to the reasonable expectations of the parties. We review the interpretation of a contract de novo. Where the superior court considers extrinsic evidence in interpreting contract terms, however, we will review the superior court's factual determinations for clear error and inferences drawn from that extrinsic evidence for support by substantial evidence."
The sole issue on appeal is the superior court's interpretation of "profits" to mean "payment from the cannery, less deductions for fuel, dues and other advancements." Morrill contends that the definition of "profits" is unambiguous and means "net profits," or "the excess of revenues over expenditures." He argues that the superior court erred by failing to apply this definition when it approved the standing master's report. Morrill also alleges that Jessica was a partner in the commercial fishing business. Citing his 2011 and 2012 federal income tax returns, Morrill asserts that the commercial fishing business operated at a loss, and he argues that Alaska partnership law requires Jessica to pay a 50% share of the business's alleged losses in 2011 and 2012.
In the alternative, Morrill argues that even if the definition of "profits" is ambiguous, AS 25.24.220(g) "prohibited [the trial] court from using principles of contract interpretation to modify a dissolution agreement" without the consent of both ex-spouses. Finally, Morrill argues that even if the fishing profits provision is ambiguous and the superior court had authority to resolve that ambiguity, it erred by relying on impermissible self-serving testimony from Jessica about her subjective intent as extrinsic evidence. He asserts that the superior court should have instead resolved any ambiguity in favor of his definition. But as Magistrate Judge Wells concluded, "[t]here is virtually nothing in the contract's purpose, the extrinsic evidence, or the contract's written terms to support Mr. Mahan's interpretation."
"We examine `both the language of the [agreement] and extrinsic evidence to determine if the wording of the [agreement] is ambiguous.'"
Morrill argues that the term "profit" is so well defined, in both ordinary and technical usage, as "total revenue minus total expenditures" that no other definition could possibly reflect the reasonable expectations of the parties. But while total revenue minus total expenditures may be a common meaning of the term "profit," it is by no means the only definition. Moreover, interpretation of a contract term does not take place in a vacuum, but rather requires consideration of the provision and agreement as a whole.
Read as a whole, the commercial fishing provision undermines Morrill's position. If the term "profit" already contemplated subtraction of all expenditures, then there would be no reason to specify that specific expenses such as fuel costs and cannery dues were to be subtracted. The maxim of construction expressio unius est exclusio alterius applies when "parties list specific items in a document" and instructs that "any item not so listed is typically thought to be excluded."
The interpretation of "profits" to mean fishing income finds substantial support in the extrinsic evidence findings made by Magistrate Judge Wells and relied upon by the superior court. The relevant findings are as follows:
Year Loss Profit 2012 $78,462 2011 $18,364 2010 $3,874 2009 $24,933 2008 $33,724 2007 $36,251 2006 $28,255 2005 $32,847
There is ample evidence to support these findings, and the findings reinforce the conclusion that the parties intended to split the income derived from Morrill's commercial fishing less costs for fuel and cannery dues. Morrill and Jessica entered into other cooperative agreements to provide for their daughter at the time of the dissolution, which supports the inference that two years of shared fishing money was designed to provide temporary support to Jessica in her role as their daughter's primary caregiver and not designed to create a financial business-focused burden both parties knew Jessica would be unable to repay. Elsewhere in the dissolution agreement the parties asserted that the fishing business provided $31,292 in income to Jessica in 2010, and nowhere in the agreement do the parties refer to the tax returns indicating a history of commercial fishing losses. Instead, the dissolution agreement acknowledges only the positive income provided by the commercial fishing.
Finally, our inquiry seeks "to give effect to the reasonable expectations of the parties" at the time of the agreement.
Morrill suggests that the magistrate judge and the superior court made inappropriate use of Jessica's testimony in their findings. He alleges that "both [Magistrate Judge Wells and Judge Moran] relied entirely upon Jessica's self-serving testimony" in their respective analyses. But a party may "testify[] about its understanding in objective terms ... sufficiently detailed to enable [the] trier of fact to form its own judgment as to the reasonableness of the party's understanding and the likelihood that the other party would have the same understanding."
Here, the language of the findings makes clear that Magistrate Judge Wells did not rely solely on Jessica's testimony. For example, Magistrate Judge Wells's finding of an income disparity between the parties was based on details recorded in the dissolution agreement itself. And the parties' 2011 and 2012 tax returns corroborate the testimony from both parties at the initial dissolution proceeding that providing short-term financial
Contrary to Morrill's alternative argument that the superior court improperly modified the terms of the dissolution agreement, "interpret[ing] a property agreement's provisions to clarify confusing language and resolve ambiguity"
Because the superior court's factual findings are not clearly erroneous and its inferences drawn from extrinsic evidence are otherwise supported by substantial evidence, and because the plain text of the dissolution agreement supports the superior court's interpretation, we affirm the superior court's interpretation of the contract terms.
We AFFIRM the superior court's order interpreting "profits" to mean "payment from the cannery, less deductions for fuel, dues and other advancements."