¶33 (dissenting) — I agree with the majority that the prenuptial agreement, as amended, is substantively unfair and “can be enforced only if it was executed fairly, the second prong of our analysis.” Majority at 905. However I disagree with the majority’s conclusion that the amended agreement is also procedurally unfair (id. at 907) under the second prong. I would hold that the amended agreement is procedurally fair and thus enforceable. Therefore I dissent.
¶34 Under the second prong of our analysis we must determine whether a prenuptial agreement is procedurally fair by looking at (1) whether the spouses made a full disclosure of the amount, character, and value of the *909property involved and (2) whether the agreement was freely entered into on independent advice from counsel with full knowledge by both spouses of their rights. In re Marriage of Matson, 107 Wn.2d 479, 483, 730 P.2d 668 (1986). If the second prong is satisfied then a prenuptial agreement is valid and binding. Id. at 482.1 agree, as does the majority, with the trial court’s finding that “Gloria had full knowledge of the amount, character, and value of Thomas’s assets.” Majority at 905. However, I disagree with the majority’s assertion that the trial court’s finding that Gloria did not voluntarily and intelligently enter into the prenuptial agreement is supported by substantial evidence. Id. at 905-06.
¶35 We review the totality of the circumstances to determine whether the spouse was “in a fair position to sign the agreement freely and intelligently.” Matson, 107 Wn.2d at 485. Instructive to our inquiry is In re Marriage of Knoll, 65 Or. App. 484, 671 P.2d 718 (1983), which Matson presented as an exemplar of the procedural fairness analysis. Matson, 107 Wn.2d at 484.
In Knoll, the wife challenged the validity of the prenuptial agreement. The court found the agreement valid judged in light of the circumstances in the case and the wife’s range of experience. Important facts in the court’s decision were: (1) the wife was advised of the necessity of a prenuptial agreement at least 9 months before the wedding and knew and understood the purpose of the agreement; (2) she had been given a copy of the agreement at least 7 months before the wedding; (3) she was advised on numerous occasions by her husband’s attorney to seek independent counsel; (4) she had an excellent understanding of her husband’s assets because she handled the bookkeeping and payroll for her husband’s businesses and was in charge of 10 of his business checking accounts; and (5) both parties had to reaffirm and sign the agreement 3 years later because they had lost the original document. The court decided that the failure to provide the wife with a detailed explanation of the agreement and her failure to follow advice and seek out independent counsel was offset by her knowledge and the procedural fairness provided her.
Id. at 484-85.
*910¶36 Similar substantive facts are present here: (1) Gloria was advised of the necessity of a prenuptial agreement from the outset of her betrothal to Thomas, (2) she had 14 months to renegotiate the agreement, (3) she was repeatedly advised to seek the advice of independent counsel and had independent counsel during the renegotiation period, (4) she had an excellent understanding of Thomas’s assets because she worked for him, and (5) she reaffirmed the prenuptial agreement 14 months later. The only distinction is that in Knoll the spouse was given a copy of the agreement 7 months before the wedding, whereas Gloria had 14 months to renegotiate the agreement after the wedding. But this is a distinction without a difference because the entire prenuptial agreement was open to renegotiation. In sum that Gloria voluntarily and intelligently entered into the prenuptial agreement is supported by these facts.
¶37 Still the trial court found Gloria did not enter into the prenuptial agreement voluntarily or intelligently and that the amendment did not cure the defects of the agreement because the scope of the negotiation of the side letter was too limited. Clerk’s Papers (CP) at 1815-16. The majority asserts these findings are supported by substantial evidence. Majority at 906. However, the majority concedes that the trial court found “the side letter did not expressly limit the terms of the amendment to only the five areas of concern noted by Gehring and that the agreement as amended ultimately contained a matter outside the terms of the ‘side letter.’ ” Id. at 907. Additionally the deadline of the “side letter” was entirely abandoned. Id. The majority concludes, “a fair-minded person would be persuaded that the side letter did not give Gloria a right to amend the prenuptial agreement beyond the few matters specified in the ‘side letter.’ ” Id.
¶38 However the side letter provided Gloria and Thomas would “use their best efforts to negotiate in good faith and execute an amendment to the Agreement covering the *911following matters” but did not limit negotiation to only those matters.9 CP at 249. In fact the amendment to the agreement contained a matter outside the terms of the “side letter,” which benefited Thomas.10 Gloria and her attorney should have realized that if Thomas amended the prenuptial agreement to contain a matter outside of the terms of the “side letter,” then Gloria could have done so as well. That is what a fair-minded person would have surmised. The entire purpose of the “side letter” was to address Gloria’s concerns with the prenuptial agreement, so substantial evidence does not support the trial court’s finding that renegotiation was limited to the terms of the side letter.
¶39 Gloria did not use her best efforts to negotiate an amendment to the prenuptial agreement. A party to a prenuptial agreement must not keep back his or her reservations about the agreement. In re Marriage of Cohn, 18 Wn. App. 502, 569 P.2d 79 (1977). “Parties to a prenuptial agreement do not deal with each other at arm’s length. Their relationship is one of mutual confidence and trust which calls for the exercise of good faith, candor and sincerity in all matters bearing upon the proposed agreement.” Friedlander v. Friedlander, 80 Wn.2d 293, 301, 494 P.2d 208 (1972) (citing Bauer v. Bauer, 1 Or. App. 504, 464 P.2d 710 (1970)).
¶40 In Cohn spouses executed a prenuptial agreement and a settlement agreement. 18 Wn. App. at 503. Later the wife challenged the enforceability of both agreements “on the grounds that [she] did not sign them on independent advice and with full knowledge of her rights, and that a full disclosure had not been made to her of the amount, character and value of the property involved.” Id. Rejecting the *912wife’s challenge, the court observed the spouses had discussed the prenuptial agreement months prior to their wedding, and “[although [the wife] testified that she felt rushed into signing the agreement, . . . she did not at any point indicate to the lawyer who had drafted it that she felt she was being rushed or that she was signing anything that she did not fully intend to sign.” Id. at 506. The court reasoned if the wife did not understand the provisions or effect of the agreements “there [was] no evidence that she ever let her husband or the attorney know of her lack of knowledge. . . . [I]t would be unfair to penalize [the husband] for [the wife’s] omission to request further information.” Id. at 510 (citing In re Marriage of Hadley, 88 Wn.2d 649, 654, 565 P.2d 790 (1977)).
¶41 Similarly Gloria could have discussed her concerns about the prenuptial agreement while negotiating the terms of the amendment. But she did not. It is extremely unfair to Thomas to be penalized for Gloria’s omission and failure to negotiate.
¶42 The prenuptial agreement, as amended, was substantively unfair but procedurally fair. As such I would hold the prenuptial agreement is enforceable and reverse the Court of Appeals.
¶43 Therefore, I dissent.
Fairhurst and J.M. Johnson, JJ., concur with Sanders, J.Words in a written agreement are given their “ordinary, usual, and popular meaning unless the entirety of the agreement clearly demonstrates a contrary intent.” Hearst Commc’ns, Inc. v. Seattle Times Co., 154 Wn.2d 493, 504, 115 P.3d 262 (2005).
That this benefited Thomas does not defeat its logical consequence: the “side letter” did not preclude renegotiation of the prenuptial agreement.