126 N.E.3d 834
Ind. Ct. App.2019Background
- Shaun (Husband) and Brandy (Wife) Perrill married in 2008 after Husband presented a written premarital (antenuptial) agreement shortly before the wedding. Both signed and a notary attested the document.
- The Agreement’s main nine-page body defines Husband’s excluded property in detail; it defines Wife’s excluded property by referencing an attached Exhibit A listing Wife’s premarital assets. The Agreement also contemplates equal division of remaining marital property after excluded property is set off.
- At some point after execution, Wife lacked a copy showing her Exhibit A; post-filing Husband produced two versions of the Agreement (Version 1 and Version 2) with differing exhibits attached, and neither version preserved the original Exhibit A listing Wife’s excluded property.
- At the enforceability hearing the trial court found the parties disputed whether Exhibit A had been attached at execution, concluded there was no meeting of the minds on an essential term (Wife’s excluded property), and declared the Agreement unenforceable (also noting concerns about unfairness/unconscionability).
- The Court of Appeals reversed: it held the Agreement’s core terms were sufficiently certain on their face, Exhibit A was not an essential term required to form the contract, parol evidence should be admissible to identify Wife’s premarital assets, and the Agreement was not unconscionable.
Issues
| Issue | Plaintiff's Argument (Husband) | Defendant's Argument (Wife) | Held |
|---|---|---|---|
| Whether there was a meeting of the minds such that an enforceable premarital agreement existed | The Agreement’s main nine pages express clear mutual intent and define essential terms; missing Exhibit A is not an essential term and does not prevent contract formation | The parties lacked mutual assent because Wife intended Exhibit A (her list of excluded property) to be attached and Husband disputes that it was, leaving an essential term uncertain | Reversed: Court found essential contractual terms present on the face of the Agreement; missing Exhibit A did not defeat formation because Wife’s excluded-property identification was not essential to contract existence |
| Whether parol evidence should be admitted to identify Wife’s excluded property (Exhibit A) | Parol evidence is admissible to supply an omission and determine what premarital property Wife owned; admitting it does not vary the written terms | Trial court excluded such evidence (or treated the absence of Exhibit A as fatal), impairing proof of Wife’s excluded property | Held admissible: parol evidence may be used to establish the contents of Exhibit A (i.e., what Wife owned pre-marriage) because it supplies an omission rather than varying the contract |
| Whether the Agreement was unconscionable or unenforceable on that basis | Agreement was negotiated, each party had counsel, and the terms are not unconscionable merely because Wife might receive less absent Exhibit A | Trial court expressed that enforcing the Agreement without protecting Wife’s Exhibit A would be unconscionable | Reversed: Court concluded the Agreement was not unconscionable as a matter of law; absence of Exhibit A does not make the contract unconscionable |
Key Cases Cited
- Carmer v. Carmer, 45 N.E.3d 512 (Ind. Ct. App. 2015) (standard of review for findings and conclusions on appeal)
- In re Marriage of Boren, 475 N.E.2d 690 (Ind. 1985) (antenuptial agreements favored if voluntary and not unconscionable)
- Boetsma v. Boetsma, 768 N.E.2d 1016 (Ind. Ct. App. 2002) (liberal construction to effect parties’ intentions)
- Fetters v. Fetters, 26 N.E.3d 1016 (Ind. Ct. App. 2015) (contract principles apply to premarital agreements)
- Ochoa v. Ford, 641 N.E.2d 1042 (Ind. Ct. App. 1994) (onus on party asserting contract validity)
- Jermas v. Gumz, 53 N.E.3d 434 (Ind. Ct. App. 2016) (meeting of the minds and reasonable certainty for essential terms)
- Allen v. Clarian Health Partners, Inc., 980 N.E.2d 306 (Ind. 2012) (absolute certainty not required; only reasonable certainty)
- Schuler v. Graf, 862 N.E.2d 708 (Ind. Ct. App. 2007) (written agreement must contain essential terms without resort to parol evidence to be enforceable)
- Schmidt v. Schmidt, 812 N.E.2d 1074 (Ind. Ct. App. 2004) (contract construed as a whole; four-corners rule for unambiguous terms)
- Hunsberger v. Hunsberger, 653 N.E.2d 118 (Ind. Ct. App. 1995) (no absolute duty to disclose assets before signing antenuptial agreements)
- Irvine v. Irvine, 685 N.E.2d 67 (Ind. Ct. App. 1997) (antenuptial agreements settle rights in property in contemplation of marriage)
- Rider v. Rider, 669 N.E.2d 160 (Ind. 1996) (definition and test for unconscionability at the time of execution)