Milner v. Milner
361 S.W.3d 615
| Tex. | 2012Background
- Milners divorce; community estate includes 44.055% of Thelin Recycling and 44.5% of Thelin Management; MSA signed July 3, 2008 transferring interests to Vicki subject to Partnership Agreement; Required Consents forms executed; lender-substitution contingency contemplated but not guaranteed; the trial court issued a decree based on the MSA but later actions questioned the transfer scope; Court of Appeals remanded property division and set aside the MSA, which the Texas Supreme Court affirms in part and reverses in part; ambiguity in the MSA regarding whether Vicki becomes a substitute limited partner or merely an assignee; mediator provision in MSA capable of resolving ambiguities; underlying partnership agreement requires unanimous consent for partner transfers.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the MSA must be enforced as written under 6.602(b)-(c). | Milner: MSA is binding and non-revocable; court should enforce. | Milner: court may set aside if terms not met or if illegitimate. | MSA binding but remanded due to ambiguity. |
| Whether the MSA unambiguously contemplated Vicki's substitution as a limited partner. | MSA contemplated substitution via Required Consents. | MSA does not unambiguously require substitution; may be assignment. | MSA language ambiguous; remand needed to resolve intent. |
| Whether the court should remand to mediator to resolve the ambiguity. | Ambiguity should be resolved by mediator per MSA terms. | Mediator resolution not necessary if term clear. | Remand to mediator appropriate; judgment to be entered after ambiguity resolved. |
Key Cases Cited
- In re Marriage of Joyner, 196 S.W.3d 883 (Tex.App.-Texarkana 2006) (MSA compliance with §6.602; non-judicial review of merits not required)
- Seagull Energy E & P, Inc. v. Eland Energy, Inc., 207 S.W.3d 342 (Tex. 2006) (contract interpretation; ambiguity questions of intent)
- Dynegy Midstream Servs., Ltd. P'ship v. Apache Corp., 294 S.W.3d 164 (Tex. 2009) (contract terms given plain and ordinary meaning)
- Heritage Res., Inc. v. Nations-Bank, 939 S.W.2d 118 (Tex. 1996) (undefined words given plain meaning)
- Universal C.I.T. Credit Corp. v. Daniel, 243 S.W.2d 154 (Tex. 1951) (interpretation of contract terms; ambiguity analysis)
- Frost Nat'l Bank v. L & F Distribs., Ltd., 165 S.W.3d 310 (Tex. 2005) (clear language; interpretation rules)
- Coker v. Coker, 650 S.W.2d 391 (Tex. 1983) (contract interpretation; general rule of interpretation)