MAASSEN, Justice.
This is an appeal from a judgment enforcing a property settlement agreement that had been earlier incorporated into a dissolution decree. The appellant claims that the superior court failed to make findings required by statute, erred in failing to vacate ambiguous provisions of the agreement or to allow its modification, and erred in rejecting his defenses. We affirm the superior court's judgment.
David J. McCarter, Jr. and Deborah A. McCarter (now known as Deborah A. Valdez) married in 1988 and filed for dissolution in February 2007. Their dissolution petition incorporated a property agreement ("the Agreement") that provided, among other things, that David would pay Deborah for her equity in a business, Dave McCarter Enterprises, Ltd., "in the amount of $2,000 per month for 320 months." The Agreement further states, "Princip[al] amount is $300,000 at 5% interest due March 1, 2007 with 10 (ten days) grace. No penalty for early payoff of principal balance." In April 2007 a superior court magistrate determined that David and Deborah understood the Agreement and were agreeing to it voluntarily, and the superior court thereupon issued a dissolution decree in which the Agreement was incorporated.
A few months later, in July 2007, David and Deborah entered into a new agreement entitled "General Release and Purchase Agreement between Deborah Valdez and Dave McCarter Enterprises, Ltd." ("the Release"). The Release purported to release David and the business "from all actions, claims, demands, or damages," to "cancel[] all previous contracts and agreements," and to "outright purchase[] the note of $300,000.00 in the dissolution of marriage between [David and Deborah]." In exchange for this general release, David was to pay Deborah $15,000 in cash, pay off the loan on
In June 2008 Deborah filed a motion for an order to show cause. Her motion did not mention the Release but alleged that David was about $8,000 in arrears on his monthly payments since the dissolution. Deborah claimed that because David defaulted, he should "pay her the entirety of the money [the $300,000 due under the Agreement] in one payment." David responded by relying on the Release, contending that he had made all the payments that it required "until March 2008 at which time the business failed and is currently filing bankruptcy"; he alleged that he was filing for personal bankruptcy as well. His response also asserted that "the [b]usiness is valued far less than originally thought." Deborah filed a reply in which she conceded the existence of the Release but asserted that David had not met its terms either, meaning that the Release's handwritten reverter clause had taken effect and returned the parties to the original Agreement.
David's bankruptcy triggered an automatic stay of proceedings on Deborah's motion. In August 2009 the superior court held, with Deborah's consent, that her motion was moot because she had presented the same issue to the bankruptcy court, where it was scheduled to be tried in an adversary proceeding.
Deborah filed a motion for judgment in superior court in October 2010, asserting the same claim she had made in her 2008 motion for order to show cause and explaining that the bankruptcy action had been dismissed without prejudice. David failed to respond, and in November 2010 the superior court granted Deborah's motion. David was then allowed to file a late opposition in which he asserted a number of defenses, and the court vacated its order granting Deborah's motion and scheduled an evidentiary hearing.
The superior court heard evidence and argument over three days in July 2011 and issued a written decision in November. The court rejected David's argument that he was entitled to relief from the Agreement pursuant to Alaska Civil Rule 60(b), on grounds that he had waived such relief, and it determined that the interpretation and enforcement of the parties' obligations were governed by contract law instead. The court held that the Release's reverter clause took effect when David missed the payments that the Release required, and that the Agreement therefore controlled. The court found that the Agreement was ambiguous in that the monthly payment schedule ($2,000 per month for 320 months) did not match the stated principal and interest ($300,000 at five percent). Resolving the ambiguity, the superior court found that the parties' inclusion of a 320-month payment schedule was a mistake due to the haste with which they drafted the terms, and that what they intended was that David pay Deborah $300,000 in monthly payments of $2,000 at five percent annual interest until paid in full; the total amount due to Deborah was thus $471,869.47. The court rejected what it termed David's "unclean hands" defense, i.e., that he should be excused from performance on grounds that Deborah's actions in filing suit against him had caused his bankruptcy; the court found that there was no causal connection between Deborah's conduct and David's financial problems. Lastly, the court held that the Agreement did not allow for acceleration of the principal and that Deborah was entitled to judgment only for the amounts past due.
David filed a motion for reconsideration, which was denied. David now appeals.
We review for abuse of discretion the superior court's enforcement of a property settlement agreement incorporated in a dissolution
We review questions of law de novo.
David contends that the superior court, in granting Deborah's motion, abused its discretion in two respects: first by failing to make findings required by AS 25.24.230, and second because, after finding ambiguity in the Agreement, it interpreted the ambiguous provisions rather than vacating them. We find no abuse of discretion.
Alaska Statute 25.24.230 requires a trial court to make factual findings about the fairness of any agreements that the parties seek to incorporate into their final decree of dissolution. David relies on these statutory requirements to assert that the superior court, when considering Deborah's motion to enforce judgment, should have made factual findings as to whether the former spouses "underst[ood] fully the nature and consequences of their action," whether the Agreement "fairly allocate[d] the economic effect of dissolution," and whether the Agreement was "free from coercion."
David made this statutory argument for the first time in his motion for reconsideration, and it is therefore waived.
David also relies on AS 25.24.230(e), which requires a court to "deny the relief sought in a petition filed under AS 25.24.200 — 25.24.260 if the court does not make the findings required under (a) — (c) of this section." Again we find no plain error, because Deborah did not seek relief in a petition filed under the dissolution statutes; she sought to enforce a final judgment.
David argues that the superior court erred in failing to vacate the portions of the agreement that it found to be ambiguous. He also contends that the superior court in effect amended the parties' agreement in violation of AS 25.24.220(g), which addresses hearings on petitions for dissolution and allows the court to amend the parties' written agreements "only if both petitioners concur in the amendment in writing or on the record." The cited statute, governing the proceedings during which a dissolution decree is issued, is irrelevant to Deborah's motion for the reasons given above. And in any event, the superior court did not amend the Agreement; it simply interpreted it under contract principles, as was required under our case law.
As with any contract, the goal in interpreting a financial agreement "is to give effect to the reasonable expectations of the parties."
The superior court found the provision on David's payments to be ambiguous because it was open to several reasonable interpretations: whether the parties intended monthly payments of $2,000 for 320 months (regardless of the total sum paid); monthly payments of $2,000 until the principal amount of $300,000 plus five percent interest had been paid (regardless of the number of months this required); or monthly payments of $1,699.13, which over 320 months would equal $300,000 plus five percent interest. As required, the superior court determined the parties' expectations by looking to case law, relevant provisions in the agreement, and the parties' negotiations. The superior court rejected as not credible David's contention that the 320-month period was intended to give him 80 months of grace, i.e., 80 months when he was entitled to skip payments entirely. The superior court found credible Deborah's testimony that the 320 month period was the result of hasty drafting, that the parties' negotiations focused instead on the amount of the monthly payment, and that they agreed on $2,000 because it was what she needed to meet her monthly expenses.
In another argument based on the dissolution statutes, David relies on AS 25.24.240(b), which provides that a decree of dissolution "may be modified or enlarged as prescribed by AS 25.24.150 — 25.24.170." David directs us in turn to AS 25.24.160(a)(4), which he contends gives grounds for modification when a party breaches a property agreement. David contends that the superior court erred when it failed to consider the statute's list of factors
Again, in the absence of a Rule 60(b) motion for relief from judgment, the superior court's task was to interpret and enforce the Agreement by reference to principles of contract law, which it did.
David argues that his reliance below on the statutory factors in AS 25.24.160(a) was the substantial equivalent of a motion for relief from judgment under Rule 60(b)(6), and he apparently contends (though his argument is not entirely clear) that the court erred in failing to grant him relief under Rule 60(b)(6) based on the "technicality" that David had not sought such relief.
David never filed a Rule 60(b) motion to set aside the Agreement. When the superior court first granted Deborah's motion for judgment as unopposed, David cited Rule 60(b)(1), (3), and (6) in support of his request to stay the order. The request to stay was mooted by the court's decision to allow David to file a tardy opposition to Deborah's motion. His opposition relied on bankruptcy law and on the dissolution statutes to support his argument that he was entitled to modify the Agreement. At trial, the superior court advised David's counsel that if he was "arguing that the entire property settlement
Apparently having second thoughts, David's counsel submitted a letter after the first day of trial pursuant to Alaska Civil Rule 77(l) citing to supplemental authority, including provisions of the dissolution statutes and cases granting relief from dissolution decrees under Rule 60(b)(6). David still did not bring a Rule 60(b) motion, however, and Rule 77(l) is not a substitute for substantive briefing or motion practice.
Based on this history, however, the superior court found in its written order that "[t]o the extent that David seeks Rule 60(b) relief from judgment, he has waived it in this motion practice." It concluded that it would be unfair to allow David to raise Rule 60(b) "mid-hearing" given his reliance, up to that point, on only the dissolution statutes as the basis for modification.
We review the superior court's factual finding that waiver has occurred under the "clearly erroneous" standard.
David contends that he was treated unfairly because the superior court, while denying him Rule 60(b) relief, "effectively granted [Deborah] Rule 60(b)(6) relief by excusing her from her obligations under the [d]ecree to transfer real estate and refinance debts." We find no merit to this argument. The parties presented no arguments about Deborah's reciprocal obligations under the Agreement and the superior court did not rule on them.
One of David's primary defenses to payment under the Agreement was that his financial difficulties were caused in large part by Deborah's own conduct. He contended that she "killed the golden goose" by filing the 2008 motion for order to show cause and demanding acceleration of the principal due, because this conduct made it impossible for him to get the credit necessary to keep his business afloat. The superior court labeled this an "unclean hands" defense and rejected it on the facts, finding that Deborah had committed no wrongdoing because David's decision to file bankruptcy was unrelated to any conduct of Deborah's.
On appeal David frames this defense as one more properly characterized as "frustration of purpose," a defense available under contract law and one that the superior court should not have limited by the requirement that David also prove unclean hands. David argues that when his business failed, "the fundamental, underlying assumption of the dissolution agreement [was] destroyed," citing Schofield v. Schofield
The court thus decided the issue as David had presented it, as one requiring a determination of whether Deborah had committed any wrongdoing and, if so, whether it was her wrongdoing that caused the business to fail. A "frustration of purpose" argument that is independent of Deborah's alleged wrongdoing was not asserted below and is therefore waived.
Finally, David contends that in analyzing his "frustration of purpose" and "unclean hands" defenses, the superior court failed to consider his testimony that Deborah had violated the Agreement herself in 2007 by failing to timely sign over title to a parcel of real estate which David could have leveraged for cash and by failing to transfer some debts out of David's name, which would have improved his credit.
We AFFIRM the judgment of the superior court.
AS 25.24.160(a)(4)(A)-(I).