Newman v. Newman
291 Ga. 635
Ga.2012Background
- James Newman and Judy Newman married in May 2007 and executed a 20-page prenuptial agreement with a handwritten clause acknowledging ambiguities and a plan to clarify within 30 days.
- Wife filed for divorce in 2011; trial court enforced the prenuptial agreement and incorporated its terms into the final divorce decree.
- Husband appealed, arguing the handwritten clause created an unenforceable agreement to enter into a future contract because of ambiguities.
- Husband contends the agreement is void as a contract to negotiate future terms, citing cases that invalidate such arrangements.
- The appellate court held the agreement was complete and enforceable, and that the ambiguity clause did not turn it into an unenforceable agreement to agree.
- Court concluded the agreement contains all essential terms, was negotiated with independent counsel, and reflects a clear intent to be bound at divorce.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the handwritten ambiguity clause render the prenup unenforceable as an agreement to agree? | Newman contends the clause creates a future-agreement defect. | Newman argues the agreement is complete and enforceable despite ambiguities. | Not unenforceable; agreement is complete and enforceable. |
| Does deferral of nonessential terms or future negotiations void the contract? | Newman asserts deferral or future negotiations undermine validity. | Newman asserts deferral of nonessential terms does not invalidate an otherwise valid contract. | Deferral of nonessential terms does not invalidate the contract; agreement remains enforceable. |
Key Cases Cited
- Kreimer v. Kreimer, 274 Ga. 359 (2001) (contract failing to establish essential term and leaving settling to be later is unenforceable)
- Bd. of Drainage Commrs. v. Karr & Moore, 157 Ga. 284 (1924) (contract leaving terms to future negotiations is of no effect)
- Goobich v. Waters, 283 Ga. App. 53 (2006) (deferral of nonessential terms does not invalidate an otherwise valid contract)
- Brack v. Brownlee, 246 Ga. 818 (1980) (contract containing vague ancillary clause does not vitiate entire contract)
- Buckner v. Mallett, 245 Ga. 245 (1980) (vagueness in a provision does not vitiate entire contract)
- Russell v. City of Atlanta, 103 Ga. App. 365 (1961) (minds of contracting parties must be in agreement on the subject matter)