Haffenreffer v. Haffenreffer

Justice GOLDBERG,

dissenting.

I respectfully dissent from the decision of the majority in this case. I disagree with the legal conclusions reached by the majority, the marked departure from settled contract law, and the holding that the Superior Court’s grant of summary judgment should be vacated. I would affirm.

In my opinion, the seasoned and well-respected hearing justice who was confronted with this unseemly dispute between two brothers, who not only commissioned the drafting of the offer-document contract, but also were its beneficiaries, issued a twenty-one page decision that was eloquently drafted, well-reasoned, and correct. The hearing justice properly refused to engage in the interpretive acrobatics urged by Karl and that were adopted in the majority decision. The hearing justice found that the controlling language of the so-called “credit provision” was clear and unambiguous and governed its consequences. She then decided, correctly in my opinion, that it was incumbent upon her to enforce the agreement as written. In accordance with our well-settled law, the hearing justice, quoting 17A C.J.S. Contracts § 310 (1990), refused to attempt to ascertain “the actual mental process of the parties or their state of mind when the contract was executed,” nor resort to any extrinsic evidence — having found that both routes were unnecessary and impermissible. Significantly, the majority decision ignores the hearing justice’s conclusion that this distasteful agreement was clear and unambiguous. Instead, by examining both the will and the trust instruments, the majority reaches the conclusion that the term “Estate of Carolyn B. Haffenref-fer” as set forth in the Offer Document, “unambiguously refers to Carolyn’s Overall Estate.” Further, the majority concludes that the phrase, “pursuant to the terms of the Will” means pursuant to the terms of the will and trust instrument — a result that is contrary to our well-established law and a marked departure from our precedent.

In my opinion, the majority decision overlooks what really happened in this case as reflected in the issues and pleadings that were presented to the hearing justice. I particularly am concerned by the failure of the majority to decide the case based on the issues that were preserved, and not those that were not preserved. Is the agreement ambiguous or not? If it is ambiguous — a question of law for the Court — then summary judgment must be vacated and the case remanded for trial. If the agreement is not ambiguous, a conclusion that I have reached, then the judgment is affirmed. A holding that the agreement is not ambiguous, but does not mean what it says is confusing and foreign to our appellate jurisprudence. Consequently, I dissent.

*1236The Facts

The decedent executed the will in 1995, and directed how her real and tangible property was to be distributed. She bequeathed her personal tangible property in equal shares to Karl, David, and David’s wife. She directed that her home in Providence be sold, and she gave David the option to receive three of her lots in Little Compton. The remaining real estate in Little Compton, consisting of six lots, was not devised to anyone; rather, the decedent directed that these lots be sold (but, in general, first offered to David, Karl, and her grandchildren). Although the will set forth specific instructions about how the sale was to be accomplished, the terms of the sale and the price were left to the coexecutors. Significantly, the will dictated that any offeree who accepts the offer shall make payment of the sale price to the executors tuithin ninety days after the mailing of the offer. The majority decision overlooks this tight time frame in its examination of the remaining terms of the will.

The will also contained a provision specifying that the residue of the estate be poured over into a trust, which the decedent established in 1982, and amended numerous times; the final amendment, the sixteenth, was amended on December 14, 1999, four years after the will.17 The will provided that the proceeds from the sale of the real property, after the expenses of administration, be paid into the trust and distributed in accordance with its terms. According to David, such a transfer in lieu of cash would leave the probate estate without sufficient cash to properly close the estate because, under the terms of the will, there are no liquid assets in the estate. The trust had a different, independent trustee (Fleet Bank) such that the probate estate and the trust estate were administered by separate fiduciaries. The record discloses and the hearing justice was advised that, according to David, the assets from the trust had already been distributed when the Offer Document was prepared and signed. Having been apprised of these permutations, the hearing justice refused to look to the extrinsic evidence.

After Carolyn’s death in 2003, the coex-ecutors, having been duly appointed and qualified, entered into an agreement with respect to the sale of the lots in Little Compton. The property was divided into four parcels, designated as (i), (ii), (iii) and (iv); appraisals were obtained and all three fiduciaries agreed upon the Offer Document. The Offer Document set forth precisely how payment was to be made:

“Payment shall be made in the form of cash, certified check, hank check or wire transfer, with or without financing, excepting however, seller financing, in the full amount of the purchase price, subject to customary adjustments and pro-rations as of the date of transfer and subject to adjustment or credit for shares or amounts due to such offeree from the Estate of Carolyn B. Haffenref-fer pursuant to the terms of the Will.” (Emphases added.)

The record before this Court discloses that less than fifteen minutes before the deadline, Karl delivered his acceptance of the offer for three parcels, totaling *1237$5,215,500. Karl’s acceptance was unconditional.18

However, despite the provision in the Offer Document that expressly prohibited seller financing, and notwithstanding that there were no amounts currently due Karl under the will or the trust, Karl contended that he was entitled to use a “credit” to pay for all of parcel (iv) and some of parcel (i), and intended to pay for the remainder of parcel (i) and all of parcel (ii) by wire transfer.19 Although the Offer Document required that payment be made in cash, certified check, bank check, or wire transfer, Karl insisted that the money he eventually would receive from the trust could be applied as a credit by the estate. David disagreed with this contention and argues on appeal that this would have placed the estate in a position of having insufficient cash.

In addition, the will specifically set forth a strict closing schedule for the sale of this real estate — ninety days from offer to payment. A careful reading of the will and the Sixteenth Trust Amendment to the trust instrument — an exercise the hearing justice refused to allow — reveals that Karl wanted to apply a credit against an amount that he was not due under either instrument, but which would become due, in the future, after the probate estate was settled and the trust made its final payment. Before the Superior Court, Karl argued that the trust estate “owe[d]” Karl “value equal to one-third of its ‘available assets’ ” and that Karl was “simply taking his value in the form of real property.” (Emphases added.) According to Karl, the executors were free to distribute to the trust a promissory note, or other document, and Karl would then relinquish “an interest in his share of the [tjrust [e]state equal to the credit amount used to pay for [the] property.” The executors refused to do so, and the hearing justice also declined to engage in these scenarios.

The Proceedings Below

It is significant to me that in the Superi- or Court, neither party sought to have the hearing justice declare the contract to be ambiguous. It is undisputed that before the Superior Court, Karl argued that the contract was not ambiguous and that his interpretation was the only reasonable result. Although Karl argued that the contract was unambiguous, citing Paolella v. Radiologic Leasing Associates, 769 A.2d 596 (R.I.2001), he nonetheless urged the hearing justice to look to extrinsic evidence “to aid in the interpretive process and to assist [the court] in determining the contract’s meaning” — an exercise the hearing justice deemed unnecessary and impermissible. In his memorandum to the hearing justice, Karl contended that the contract was not ambiguous because plaintiffs interpretation was unreasonable as a matter of law and therefore “Karl’s [interpretation is the one valid interpretation of the contracts that are before the court.” According to Karl, the contract “should be enforced according to the single, reasonable interpretation that gives meaning, life and effect to the [e]redit [provision.” However, to reach “the single, reasonable interpretation” of the contract and give “meaning, life and effect to the [c]redit [p]rovision[,]” one must venture upon a journey that is foreign to our jurispru*1238dence and extends far beyond the borders of our law.

The hearing justice refused to engage in the fact-finding that Karl advocated; she found the contract’s language to be clear and unambiguous and refused to resort to the analysis of extrinsic evidence. She correctly declared:

“As an initial matter, the Court finds Defendant’s urged reading of the credit provision' — so as to include the trust estate — to be an unreasonable interpretation of the actual language employed by the parties. The ‘credit provision’ clearly contains the phrase ‘pursuant to the terms of the will.’ The decedent’s will and trust are distinct creations, each possessing independent legal significance. To accept Defendant’s contention would not only require this Court to read an ambiguity in the agreement which, as previously noted, does not exist, it also would compel the Court to ignore the contractual language employed and essentially rewrite the agreement. The Court declines to do either.”

Thus, the hearing justice gave effect to all of the provisions of the credit provision (including the prohibition against seller financing) and paid faithful allegiance to our pronouncements. In reversing her decision, the majority ignores most of the language in the Offer Document and rewrites the agreement in favor of Karl. In so doing, the majority declares that “it is our conclusion that the phrase ‘Estate of Carolyn B. Haffenreffer’ as used in the credit provision of the Offer Document unambiguously refers to Carolyn’s Overall Estate.” Thus, the term “estate” becomes “Overall Estate” and the remainder of the document, including the requirement that any credits must be due “pursuant to the terms of the Will” is ignored. According to the majority, because the will directs that the residue of the estate be transferred to the trust, the will and the trust “become inextricably linked” and are incorporated by reference into the credit provision and thus considered in the construction of the contract. I respectfully dissent.

Analysis

Interpretation of the Offer Document

Rhode Island Contract Interpretation Doctrines

Last term, this Court expressed Rhode Island’s long-standing contract interpretation doctrines in Young v. Warwick Rollermagic Skating Center, Inc., 978 A.2d 558 (R.I.2009), and today, less than one year later, the majority departs from these venerable doctrines.

The first step of contract interpretation is to determine whether the writing is clear or ambiguous. “A contract is ambiguous when it is ‘reasonably susceptible of different constructions.’ ” Young, 973 A.2d at 558 n. 6 (quoting Westinghouse Broadcasting Co. v. Dial Media, Inc., 122 R.I. 571, 579, 410 A.2d 986, 991 (1980)). “In determining whether or not a particular contract is ambiguous, the court should read the contract ‘in its entirety, giving words their plain, ordinary, and usual meaning.’ ” Id. at 558 (quoting Mallane v. Holyoke Mutual Insurance Company in Salem, 658 A.2d 18, 20 (R.I.1995)); see also Irene Realty Corp. v. Travelers Property Casualty Company of America, 973 A.2d 1118, 1122-23 (R.I.2009). Importantly, we have oft said that “while carrying out this task, the court should ‘refrain from engaging in mental gymnastics or from stretching the imagination to read ambiguity * * * where none is present.’ ” Young, 973 A.2d at 559 (quoting Mallane, 658 A.2d at 20); see also Paul v. Paul, 986 A.2d 989, 993 (R.I.2010) (recognizing that to a skilled advocate, “ambiguity lurks in *1239every word, sentence, and paragraph * * * [so] the question is not whether there is an ambiguity in the metaphysical sense, but whether the language has only one reasonable meaning when construed * * * in an ordinary, common sense manner”) (quoting Garden City Treatment Center, Inc. v. Coordinated Health Partners, Inc., 852 A.2d 535, 542 (R.I.2004)).

In Young, this Court was faced with interpreting an insurance release document. The document provided that the plaintiff, in exchange for monetary compensation, would release the defendant from injuries and damages “in any way growing out of any personal injuries, whether known or unknown to me at the present time resulting or to result from any and all incidents or injuries occurring during my employment [.]” Young, 978 A.2d at 556. This Court stated that, “[the release] is replete with such straightforward English words as ‘any’ and ‘all.’ ” Id. at 559. “In view of our conclusion as to the unambiguous nature of the release language, there is no reason not to accept the release document and apply it at face value.” Id. We properly recognized that “[i]f the contract terms are clear and unambiguous, judicial construction is at an end for the terms will be applied as written.” Id. (quoting Rivera v. Gagnon, 847 A.2d 280, 284 (R.I.2004)); see also Monahan v. Girouard, 911 A.2d 666, 672 (R.I.2006) (recognizing same).

We acknowledged that while the plaintiff had the right to assert her position:

“the mere fact that parties differ as to the meaning of an agreement does not necessarily mean that the agreement is in fact ambiguous. See City Investing Company Liquidating Trust v. Continental Casualty Co., 624 A.2d 1191, 1198 (Del.1993) (‘[T]he language of an agreement * * * is not rendered ambiguous simply because the parties in litigation differ concerning its meaning.’).” Young, 973 A.2d at 560.

Ultimately, we refused to give credence to the plaintiffs version of what the written contract meant because when “we are confronted with unambiguous contractual words, what is claimed to have been the subjective intent of the parties is of no moment.” Young, 973 A.2d at 560 (citing Vincent Co. v. First National Supermarkets, Inc., 683 A.2d 361, 363 (R.I.1996)). In my opinion, that is the case currently before us — we are asked to consider and then elect between the subjective intent of the parties.

Most importantly to the case at bar, this Court acknowledged that “[i]n situations in which the language of a contractual agreement is plain and unambiguous, its meaning should be determined without reference to extrinsic facts or aids.” Young, 973 A.2d at 560 (quoting Clark-Fitzpatrick, Inc./Franki Foundation Co. v. Gill, 652 A.2d 440, 443 (R.I.1994)); see also National Refrigeration, Inc. v. Standen Contracting Co., 942 A.2d 968, 972 (R.I.2008) (recognizing that “[b]ecause this contract language is clear and unambiguous, reference to extrinsic evidence is not necessary”).

Application of the Doctrines to the Credit Provision

I agree with the majority on one point— the language of the credit provision is not reasonably susceptible of more than one meaning; it clearly and unambiguously mandates that the parties can use shares that are due from the estate pursuant to the terms of the Will. The majority essentially contends that the phrase “pursuant to the terms of the Will” actually means pursuant to the terms of the trust. The majority reaches this conclusion by: (1) looking at some of the terms of the Offer Document containing the credit provision; *1240(2) determining that the credit provision is clear and unambiguous; and then (3) referring to extrinsic evidence in order to establish the parties’ intent — an issue concerning which the parties strenuously disagree.20 The majority then resolves this disagreement in Karl’s favor, a result that flies in the face of Young and this Court’s settled jurisprudence.

I also respectfully disagree with that portion of the majority opinion in which the Court declares that “we believe it worthwhile to note that our interpretation of the credit provision as unambiguously allowing Karl to use as a credit his shares from Carolyn’s Overall Estate is entirely consistent with the intentions of the parties in preparing the Offer Document, as reflected in the copious extrinsic evidence in the record.” Thus, as support for its conclusions, the majority proceeds to consider some, but not all, of the massive and confusing record that Karl produced. The opinion wholly overlooks the fact that the other parties, and the independent coexec-utor, deeply and vigorously dispute Karl’s declared intent with respect to the Offer Document. Moreover, when faced with a clear and unambiguous writing, “what is claimed to have been the subjective intent of the parties is of no moment.” Young, 973 A.2d at 560, 560 n. 11 (recognizing that “[a] court’s proper role in interpreting a contract is to divine ‘the intent that is expressed in the language of the contract’ ”) (quoting Westinghouse Broadcasting Co., 122 R.I. at 581 n. 10, 410 A.2d at 991 n. 10).21

In this case, David, Karl, and the independent coexecutor agreed on the terms of the credit provision that was designed solely for the benefit of the brothers Haf-fenreffer. As reflected in the writing, each was permitted to use credits for *1241shares that were due to them under the terms of the will. There is no other cognizable reason for them to have included the phrase “pursuant to the terms of the Will.” The majority’s interpretation of the credit provision effectively ignores this phrase, or worse, transmutes it into the trust estate. See Andrukiewicz v. Andrukiewicz, 860 A.2d 235, 239 (R.I.2004) (noting that when ascertaining the meaning of contractual language, “every word of the contract should be given meaning and effect; an interpretation that reduces certain words to the status of surplusage should be rejected”).

Words have meaning. The term “will” means “will;” it does not mean “overall probate and trust estate.” The agreed-upon language of the Offer Document is clear, and our involvement, like that of the hearing justice, should stop. We have no warrant to wade into the sea of extrinsic evidence in an effort to gauge the parties’ intent. Consequently, I dissent.

Conclusion

For the foregoing reasons, I conclude that the credit provision of the Offer Document was clear and unambiguous. I would affirm the judgment.

. The trust installment recites that the decedent executed the trust agreement in 1982; amended it in 1990 (the Seventh Trust Amendment); executed the Fourteenth Trust Amendment on December 9, 1997, and the Fifteenth Trust Amendment on May 10, 1999. According to the instrument, (he sixteenth and final version amended the trust in its entirety.

. Carolyn's grandson, David Haffenreffer, Jr., also returned a response indicating his desire to purchase parcel (i); Karl subsequently prevailed in a lottery as set forth in the will, and his acceptance was controlling.

. David argues that Karl previously had expressed his intention to purchase parcel (ii) for $93,100 and, according to David, had no interest in purchasing parcels (i) and (iv).

. In his brief to this Court, David insists that neither he nor, significantly, coexecutor Field retreat from their position that the Offer Document did not allow Karl to apply a credit against amounts due under the trust.

. Rhode Island law is clear on this point. See, e.g., Cathay Cathay, Inc. v. Vindalu, LLC, 962 A.2d 740, 746 (R.I.2009) (recognizing that it "is a clear misstatement of the applicable law” when the trial justice determined that the parties’ intent was as important as the contractual language because "[tjhe language employed by the parties to a contract is the best expression of their contractual intent, and when that language is ‘clear and unambiguous, words contained therein will be given their usual and ordinary meaning and the parties will be bound by such meaning’ ”) (quoting Singer v. Singer, 692 A.2d 691, 692 (R.I.1997) (mem.)); Sturbridge Home Builders, Inc. v. Downing Seaport, Inc., 890 A.2d 58, 66 (R.I.2005) (the intent of the contracting parties "is only that expressed in the instrument and not some undisclosed intention that the parties may have had in mind ”) (quoting Wayne Distributing Co. v. Schweppes U.S.A. Ltd., 116 R.I. 108, 111 n. 2, 352 A.2d 625, 627 n. 2 (1976)); Dovenmuehle Mortgage, Inc. v. Antonelli, 790 A.2d 1113, 1115 (R.I.2002) ("clear and unambiguous language set out in a contract is controlling in regard to the intent of the parties to such contract and governs the legal consequences of its provisions”) (quoting Burke v. Potter, 771 A.2d 895, 895 (R.I.2001) (mem.)); Elias v. Youngken, 493 A.2d 158, 163 (R.I.1985) ("It is a fundamental principle of contract law, as well as being well settled in this state, that ‘clear and unambiguous language set out in a contract is controlling in regard to the intent of the parties to such contract and governs the legal consequences of its provisions' ") (quoting Chapman v. Vendresca, 426 A.2d 262, 264 (R.I.1981)); Dudzik v. Leesona Corp., 473 A.2d 762, 765 (R.I.1984) (stating “[cjlear and unambiguous language set out in a contract is controlling in regard to the intent of the parties to such contract and governs the legal consequences of its provisions”); Flanagan v. Kelly’s System of New England, Inc., 109 R.I. 388, 392-93, 286 A.2d 249, 251 (1972) ("clear and unambiguous language in a written contract is controlling as to the intent of the parties * * * not some undisclosed intent that may have existed in the minds of the contracting parties but the intent that is expressed by the language contained in the contract”).