Opinion
Record No. 2385-92-4
January 18, 1994
FROM THE CIRCUIT COURT OF FAUQUIER COUNTY WILLIAM SHORE ROBERTSON, JUDGE.
Linda I. Dodge, for appellant.
Michael A. Scovronski, for appellee.
Present: Judges Benton, Elder and Fitzpatrick.
Argued at Alexandria, Virginia.
Pursuant to Code § 17-116.010 this opinion is not designated for publication.
June Anne Weatherly (hereinafter "wife") challenges the trial court's construction of the spousal support provision contained in the property settlement agreement which she and her husband, James Eugene Weatherly (hereinafter "husband"), executed following their separation in 1987. On appeal, she argues that the trial court erred in ruling that the spousal support provision was neither ambiguous nor the result of a mutual mistake such that extrinsic evidence was inadmissible to aid in its construction. For the reasons set forth below, we hold that the contested provision was ambiguous and reverse the ruling of the trial court.
On October 15, 1987, the parties entered into a property settlement agreement containing the following provision:
16. The Husband agrees to provide the Wife with the sum of $500.00 spousal support per month for ten years commencing at his pay period following the date of execution of this Agreement and $400.00 spousal support for the remainder of her life. Said spousal support shall terminate prior to said term only in the event the Wife should die. Said spousal support is provided in contemplation of the Wife's waiver of all those rights which she may have in the Husband's pension plan proceeds received during his lifetime . . . and therefore shall not be reduced on the basis of changed circumstances at any future date.
Paragraph 23 provided that husband would pay, without limitation, all medical costs incurred by wife for certain enumerated medical problems. Lastly, paragraph 25 required husband to
ensure that the Wife shall be the beneficiary either of all survivorship benefits pursuant to the Husband's pension-retirement plan or the beneficiary of a life insurance policy on the Husband's life in the face value of $50,000.00 which shall be in full effect and evidenced to the Wife annually each November 1 of subsequent years commencing 1987.
Wife was represented by counsel during these proceedings, but husband was not.
A property settlement agreement is a contract to which general rules of contract interpretation apply. Mayers v. Mayers, 15 Va. App. 587, 591, 425 S.E.2d 808, 810 (1993). We are "not bound on review by the trial court's construction of [the] . . . contract [as unambiguous] because we have the same opportunity as the trial court to consider the words within the four corners of the instrument." Christopher Assocs. v. Sessoms, 245 Va. 18, 22, 425 S.E.2d 795, 797 (1993). A contractual provision that is clear and unambiguous on its face must be given effect as written, and extrinsic evidence may not be admitted to alter or explain its meaning. Frey v. Frey, 14 Va. App. 270, 275, 416 S.E.2d 40, 43 (1992). However, in assessing clarity, "each contractual provision must be considered in the context of all other contractual provisions. . . . [I]f one such provision, considered in the context of the other language used in the contract, is capable of more than one reasonable construction, it is ambiguous . . . ." Clinch Valley Physicians, Inc. v. Garcia, 243 Va. 286, 289, 414 S.E.2d 599, 601 (1992).
In Jennings v. Jennings, 12 Va. App. 1187, 409 S.E.2d 8 (1991), these principles of construction led this Court to conclude that a property settlement provision by which husband purported to "deed over to [wife] 50% of all my royalties" should be interpreted to mean net royalties and not gross royalties. Id. at 1190-94, 409 S.E.2d at 11-13. Although the term royalties, standing alone, could easily have been construed to mean gross royalties, this Court considered another provision of the contract which stated that the intention of the parties was to reach an equal "50/50" distribution. Id. at 1193-94, 409 S.E.2d at 12-13. Concluding that the term was ambiguous on its face, the trial court considered extrinsic evidence as to the parties' intent and concluded that the term royalties should be construed to mean net or after-tax royalties in order to best accomplish that intent. Id. at 1194, 409 S.E.2d at 12-13.
We agree with wife that the spousal support provision at issue in this case is also ambiguous on its face. It specifies that husband shall make payments of "$500.00 spousal support per month for ten years . . . and $400.00 spousal support for the remainder of [wife's] life." This provision does not make clear the duration or frequency of the $400 payments to be made following the ten years of monthly $500 payments. Although it is possible to construe the agreement as if it read "and asingle payment of $400 payment for the remainder of wife's life," we do not agree with husband that this is the only reasonable meaning to be given the disputed provision. It is also a reasonable interpretation that the phrase "per month" as used in conjunction with the $500 payments is to be used in conjunction with the $400 payment reference, so as to read "and $400 per month spousal support of the remainder of [wife's] life."
In addition to being facially ambiguous, this provision is also ambiguous when considered in conjunction with other related provisions. For example, the waiver language contained in the third sentence of paragraph 16 also shows ambiguity, for it tends to support — but does not prove — the interpretation that the $400 payments are to be made monthly "for the remainder of [wife's] life." Finally, paragraph 25, which requires husband to list wife as the beneficiary of either survivorship benefits for his pension plan or a $50,000 life insurance policy, contains no limitation or provision for termination.
We also reject husband's argument that any ambiguities in the agreement should automatically be strictly construed against wife as the drafter. "[I]t is a familiar legal maxim that ambiguous contractual provisions are construed strictly against their author. . . . [But] the intention of the parties is the controlling factor. General rules of construction, therefore, should not be applied mechanistically, with the result that the intention of the contracting parties be thwarted."Jennings, 12 Va. App. at 1194, 409 S.E.2d at 13.
We hold that the agreement is ambiguous on its face and the trial court should have accepted extrinsic evidence bearing on the proper interpretation of this provision, based on the intent of the parties at the time of its execution. For these reasons, we reverse the ruling of the trial court and remand this case for appropriate findings of fact concerning the intent of the parties in executing the property settlement agreement.
Reversed and remanded.