CARPENETI, Chief Justice.
Former spouses reached agreement on property distribution and put the agreement on the record. The agreement required the husband to make a cash payment to the wife. The superior court issued findings and conclusions memorializing the agreement and subsequently rejected the husband's request to set the agreement aside. The husband appeals, arguing that (1) the superior court clearly erred in finding that the husband agreed to make the payment because he did not understand that it would result in an unequal property division, and (2) the superior court abused its discretion in enforcing the agreement because it was made without the
After 20 years of marriage, Ken and Rebecca Colton separated and began divorce proceedings. On April 21, 2008, the parties engaged in court-assisted settlement negotiations. Both Ken and Rebecca were represented by counsel. The parties reached a global agreement on all child custody and property division issues and put it on the record the same day. In this appeal, Ken argues that the agreement is unenforceable because it does not reflect a meeting of the minds. The disputed item is a $47,121.04 cash payment from Ken to Rebecca.
At the start of negotiations, Ken and his attorney provided the court with a document called the "Revised Settlement Spreadsheet" ("Ken's spreadsheet"), a list of all assets and liabilities to be divided between the parties.
Although all settlement talks took place off the record, it is clear that Ken's spreadsheet played a large part in the negotiations. When the settlement was put on the record later that afternoon, the court said, "the parties and I have been working principally off" Ken's spreadsheet in crafting the settlement. When the court recited the agreed-upon distribution of several major items — the marital residence, vehicles, lawsuit proceeds, insurance, and retirement plans — the distribution matched that provided on Ken's spreadsheet. The court also stated that "all the rest of the property as reflected on [Ken's spreadsheet] and all of the personal property as previously indicated on [Ken's] personal property spreadsheet . . . will each respectively go to the . . . spouse indicated. . . . Then in terms of the debts, they're going to be divided as indicated on" Ken's spreadsheet. Finally, the court said "at the end of the day to make a payment to ultimately settle the case . . . [Ken] has offered and [Rebecca] has accepted to receive a payment of $47,121.04 upon the refinancing of the marital home."
Although the court made frequent reference to Ken's spreadsheet, it made clear that the parties were not adopting the spreadsheet wholesale; specifically, the court emphasized that the parties could not come to agreement on the values of particular items, but rather had agreed to disagree on values and settle on the basis of an item-by-item distribution.
The attorneys questioned their clients regarding the settlement agreement. Both Ken and Rebecca agreed that they understood the settlement as it had been put on the record, that they entered into the settlement voluntarily, that they knew it was final and binding, and that they believed it to be fair and equitable. Ken agreed that the court's recitation of the terms was a "fair and accurate description of what [he] agreed to." The court concluded by finding that both parties had made "knowing, reasonable and voluntary decisions" and that the property division was "fair and equitable." The court asked that Ken's attorney prepare findings of fact and conclusions of law and attach as an appendix "the final version of the property spreadsheet that you submitted today which we were working from, as well as the supplemental or backup spreadsheet that indicated all the items of property and the distribution thereof, understanding that the parties have agreed to disagree with respect to specific values. . . ."
Upon reviewing the materials in preparation for drafting the final documents, Ken's attorney says she noticed for the first time that an "error" had occurred. In putting the settlement on the record, the court said that Ken was to make a $47,121.04 payment to Rebecca; according to Ken and his attorney, this was "inconsistent with the spreadsheet adopted by the parties" — which showed the same payment flowing in the opposite direction — and the attorneys' failure to correct the error on the record was a mutual oversight. Ken's attorney contacted Rebecca's attorney and tried to resolve the discrepancy. It is unclear whether Rebecca's attorney responded, but she later stated her position that the settlement on the record was an accurate reflection of the parties' agreement, that the parties had discussed the deviation from Ken's spreadsheet during the settlement negotiations, and that Ken's objections were simply "buyer's remorse."
On June 2, 2008, Rebecca's attorney filed proposed findings of fact and conclusions of law because Ken's attorney had not done so by the court's deadline. The proposed findings and conclusions repeated the property distribution as it had been recited on the record and also cross-referenced each asset or liability with its appearance on Ken's spreadsheet. The proposed findings included this provision:
Of course, the next-to-last line on Ken's spreadsheet, labeled "Payment to Equalize," actually provided for Ken to receive this payment from Rebecca. The proposed findings further stated:
Annexed to the proposed findings was Ken's spreadsheet, including the overview page and
Ken promptly objected to Rebecca's proposed findings. He described the alleged error and argued that "there was not a meeting of the minds for settlement purposes." The court adopted Rebecca's proposed findings and conclusions in their entirety, including the requirement that Ken pay Rebecca $47,121.04.
The deadline passed for Ken to refinance the house and make the cash payment to Rebecca. Rebecca moved for an order to show cause. Ken responded that the findings and conclusions were internally inconsistent because the terms on Ken's spreadsheet varied from the terms recited on the record, and that he would be irreparably harmed if forced to refinance the home to pay an amount that he may not owe. The court held an expedited hearing on the motion for order to show cause. Rebecca's attorney argued that the transcript showed unambiguously that Ken had agreed to pay Rebecca: Ken did not object on the record when this term was recited, he stated that he could refinance within 60 days in order to make the payment, and he affirmed that he understood and agreed to the recited terms. Rebecca's attorney also made an argument related to off-the-record settlement negotiations, but the court admonished that it could not consider such discussions.
Ken moved for reconsideration. He argued that if he was truly required to pay Rebecca $47,121.04, it would effect a distribution of 63% to Rebecca and 37% to Ken, yet "there was no discussion on the record" of this disparity.
The court denied reconsideration, stating that "[t]he transcript of the parties' settlement clearly shows that the parties agreed to disagree regarding the valuation of assets
Ken appeals.
We review a superior court's decision to enforce a settlement agreement for abuse of discretion
Ken argues that the superior court clearly erred in finding that mutual assent was reached regarding the $47,121.04 payment and should have held an evidentiary hearing before summarily enforcing the agreement. Further, Ken argues that it was an abuse of discretion to enforce the agreement because the facts showed it was made without Ken's full understanding. Alternatively, Ken argues that the court's findings of fact are internally inconsistent, thus precluding meaningful review by this court. Rebecca responds that Ken's agreement to pay her $47,121.04 is fully supported by the record. And she argued to the superior court that Ken's belated objection to this requirement is simply "buyer's remorse." At oral argument, Ken's attorney clarified that Ken is asking this court to vacate the superior court's decision and remand for trial, and is not advocating a remand for purposes of conducting an evidentiary hearing to determine the terms and existence of the agreement.
Ken argues that the settlement agreement is unenforceable because there was "no meeting of the minds" about who was supposed to pay the $47,121.04.
At oral argument, however, Ken's attorney conveyed two important clarifications. First, Ken does not argue on appeal that there is a factual dispute which should be remanded for an evidentiary hearing. Rather, Ken argues that the agreement is unenforceable as a matter of law, and that the only appropriate remedy is to remand for trial. Second, Ken's attorney clarified that when putting the settlement on the record, Ken actually did understand that he was agreeing to pay Rebecca $47,121.04. The only thing he did not understand was the "effect" of that agreement; specifically, he "didn't know it was going to result in an unequal property division." Ken concedes that, because the parties "agreed to disagree" about the values of specific items, the "inequality" of the property division is Ken's personal opinion. Thus, we understand it to be Ken's argument that, although he intentionally and knowingly agreed on the record to pay Rebecca $47,121.04, this agreement should not be enforced due to his unspoken misgivings about the subjectively perceived consequences of his decision.
Alaska recognizes a "strong public policy in favor of the settlement of disputes."
Here, Ken does not dispute that the settlement agreement complies with the basic contractual requirements: essential terms, consideration, intent to be bound, and unequivocal acceptance. The only disputed element is mutual assent regarding the $47,121.04 payment.
If Ken had any expectation that the agreement would result in an "equal division" under his valuations, he did not make this expectation known. Under established contract principles, Ken's unexpressed intentions
Ken further argues that superior court erred in enforcing the agreement because it was "not made with full understanding." Again, we disagree. Where a settlement agreement relating to the division of property meets basic contractual requirements, it should be enforced, absent "fraud, duress, concealment of assets or other facts showing the agreement was not made voluntarily and with full understanding."
However, even if we go further and consider Ken's argument, he has pointed to no facts showing he lacked "full understanding" of the "effect" of his decision. Ken had the time and resources at his disposal to easily understand the consequences of his agreement. He went into negotiations with a spreadsheet which assigned values to property, divided property a certain way, included a $47,121.04 cash payment from Rebecca to Ken, and resulted in an "equal" division. The negotiations culminated in an agreement which divided property exactly as the spreadsheet divided it except for the cash payment, which now flowed from Ken to Rebecca. At oral argument, Ken's attorney could not explain how, given these facts, Ken could possibly have misunderstood that the bottom line calculation would also change, nor did Ken submit an affidavit to the superior court explaining his misconception. Because public policy favors the settlement of disputes, and because parties must be able to rely on the enforcement of agreements to settle, we have repeatedly said that settlement agreements should not lightly be set aside.
For the reasons above, we AFFIRM the decision of the superior court.
EASTAUGH, Justice, not participating.
The court responded that it had to "disregard and [did] disregard the discussion that went on during the settlement itself," because it was "mandatory that we don't get into a situation where lawyers make each other or the judge a witness to these things." The court stated that it would only consider the testimony on the record.
Black's Law Dictionary defines "mutual assent" as the concept that "both parties to an exchange shall have a reasonably clear conception of what they are getting and what they are giving up." BLACK'S LAW DICTIONARY 124 (8th ed. 2004) (quoting MARVIN A. CHIRELSTEIN, CONCEPTS AND CASE ANALYSIS IN THE LAW OF CONTRACTS 66 (1999)).