Hartzler et al v. Woodruff et al
Filing
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MEMORANDUM AND ORDER granting 5 Defendants' Motion to Dismiss. Signed by District Judge J. Thomas Marten on 3/18/2013. (jlw)
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF KANSAS
DOROTHY E. HARTZLER, and
COUNTRY CLUB TRUST COMPANY,
N.A.,
Plaintiffs,
v.
Case No. 12-2570-JTM
CHRISTINE E. WOODRUFF, ABIGAIL
M. HARTZLER, AMANDA C. FERRIS,
and LOIS KAUFFMAN,
Defendants.
MEMORANDUM AND ORDER
The court has before it the defendants’ motion to dismiss (Dkt. 5). The
defendants argue that (i) the contract upon which plaintiffs base their complaint is not
enforceable, (ii) the plaintiffs have no standing to bring a challenge based upon the
contract, and (iii) the court should decline jurisdiction under 28 U.S.C. § 2201(a). After
reviewing the parties’ arguments, the court grants the defendants’ motion to dismiss.
I. Background
Plaintiff Dorothy E. Hartzler is the widow of Geoffrey O. Hartzler. Plaintiff
Country Club Trust Company is one of two trustees appointed to Geoffrey’s Trust. The
defendants are Geoffrey’s three children, Christine E. Woodruff, Abigail M. Hartzler,
and Amanda C. Ferris, and their Mother, Geoffrey’s ex-wife, Lois Kauffman.
In August of 1982, Geoffrey filed a petition for divorce in Johnson County
District Court. The district court entered a journal entry and decree of divorce on May
10, 1983, which incorporated by reference the parties’ Separation Agreement signed on
April 29, 1983. In the Separation Agreement, Geoffrey agreed to leave no less than half
of his estate (less taxes, debts, and expenses) to the couple’s three daughters, Christine,
Abigail, and Amanda. The Separation Agreement also stated that it was absolute and
irrevocable, binding on the parties, and that any modification of the Separation
Agreement must be agreed to, reduced to writing, and signed by Lois and Geoffrey.
Geoffrey later married Dorothy. Dorothy has one child, Angela G. Arnn, who is
not a child of Geoffrey. After they married, Geoffrey created the Geoffrey O. Hartzler
Revocable Trust in January of 1997, and Dorothy created the Dorothy E. Hartzler
Revocable Trust. In June of 2010, Geoffrey executed a new will that left his “Residuary
Estate” to his own daughters and to Angela. Geoffrey sought to have Christine, Abigail,
and Amanda each sign a document—the Agreement Interpreting Separation
Agreement (“Interpretation Agreement”). The Interpretation Agreement “clarified” that
the word “estate” in the Separation Agreement actually meant “residue of Geoffrey’s
probate estate.” Lois was not made a party to the Interpretation Agreement.
Geoffrey died on March 10, 2012. His probate estate was opened on May 17,
2012, when Dorothy filed a petition in Johnson County District Court to submit the will
and requested that she be appointed executrix of the estate. Plaintiffs then filed the
instant action on August 30, 2012, seeking to interpret and enforce the Interpretation
Agreement against Christine, Abigail, and Amanda. Plaintiffs filed an Amended
Complaint that added Lois as a defendant to this case. On September 8, 2012,
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Defendants filed a petition in the Johnson County probate proceeding, setting forth
claims based on Geoffrey’s breach of the Separation Agreement.
The defendants now seek dismissal in the federal case pursuant to FED. R. CIV. P.
12(b)(6), or, in the alternative, stay or dismissal of the action under 28 U.S.C. § 2201(a).
II. Legal Standard: Rule 12(b)(6) Failure to State a Claim
Federal Rule of Civil Procedure 8(a)(2) provides that a complaint must contain “a
short and plain statement of the claim showing that the pleader is entitled to relief.” The
complaint must give the defendant adequate notice of what the plaintiff’s claim is and
the grounds of that claim. Swierkiewicz v. Sorema N.A., 534 U.S. 506, 512 (2002). “In
reviewing a motion to dismiss, this court must look for plausibility in the
complaint . . . . Under this standard, a complaint must include ‘enough facts to state a
claim to relief that is plausible on its face.’ “ Corder v. Lewis Palmer Sch. Dist. No. 38, 566
F.3d 1219, 1223–24 (10th Cir. 2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570
(2007)).
“A claim has facial plausibility when the plaintiff pleads factual content that
allows the court to draw the reasonable inference that the defendant is liable for the
misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (clarifying and affirming
Twombly’s probability standard). “The issue in resolving a motion such as this is ‘not
whether [the] plaintiff will ultimately prevail, but whether the claimant is entitled to
offer evidence to support the claims.’ “ Bean v. Norman, No. 008-2422, 2010 WL 420057,
at *2, (D. Kan. Jan. 29, 2010) (quoting Swierkiewicz, 534 U.S. at 511).
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III. Analysis
Here, the court is not forced with a nuanced application of the plausibility
standard set for by the U.S. Supreme Court in Twombly and Iqbal. The plausibility of the
plaintiffs’ claims is restricted by the contracts upon which these claims are based. The
court finds that the plaintiffs cannot enforce the Interpretation Agreement because it
improperly attempts to modify the Separation Agreement without the consent of Lois
Kauffman. As a result, the court dismisses the plaintiffs’ claims pursuant to FED. R. CIV.
P. 12(b)(6).
The Separation Agreement specifically stated that it could not be modified
without a writing signed by the parties:
12. Absolute Agreement. That this agreement is absolute and irrevocable
and is not conditioned upon the parties being divorced or upon approval
of the Court; that this agreement shall be considered to be contractual
between them and binding upon the parties, their executors,
administrators, heirs, devisees, beneficiaries, assigns, or other legal
representatives, hereof; that if, at some later date, any modification hereof is
agreed upon between the parties, the same shall be reduced to writing, signed and
acknowledged by them before it shall become effective.
Dkt. 3, Ex. A (emphasis added). The stated purpose of the Interpretation Agreement is
to “clarify” the meaning of the term “estate” in the Separation Agreement between
Geoffrey Hartzler and Lois Kauffman. The Interpretation Agreement states that the
term “estate” “could be construed to mean the gross estate of a decedent for estate tax
purposes.” Id. In order to avoid this apparently unwanted extreme interpretation, the
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Interpretation Agreement attempts to adopt an opposite extreme, defining “estate” to
mean merely the residue of Geoffrey’s probate estate.
At the outset, it is unclear to the court what the general theoretical distinction
between a modification and an interpretation might be. In the abstract, the line appears
blurry to say the least and counsel has not provided any legal authority to clear the
mist. However, this particular example of interpretation is nowhere near that haze.
Interpreting “estate” to mean anything other than commonly used definitions of estate
is less interpretation and more redefinition.
This example is beyond arguable as a mere interpretation. In order to argue that
a mere interpretation—as opposed to a modification—has taken place, the “clarified”
definition of the ambiguous word must be one of the common definitions that makes
the word ambiguous in the first place. Although “estate” has many definitions, the
residue of the probate estate is not one of them. A layperson might consider the word
“estate” to refer to everything a person owns. An attorney who drafts wills and trusts
might consider “estate” to refer to the probate estate in its entirety. An accountant or tax
attorney might consider it to refer to the taxable estate upon death. But the word
“estate” is not commonly used on its own to refer to the probate residue. The definition
agreed to in the Interpretation Agreement is not one in common use that adds to the
word’s ambiguity.
The Separation Agreement requires Lois Hartzler’s agreement and signature for
any modification. Any interpretation or clarification of ambiguous words used by the
parties in the agreement must be agreed to by the parties whose intentions were
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memorialized by the contract. Even if the court were to allow one party to get around
the contract’s stated requirement for modification by arguing they merely “interpreted”
it, Geoffrey’s redefinition of “estate” to mean residue of the probate estate is
inappropriate because it is not a common definition of the word. Essentially, Geoffrey
attempts to place the word “residuary” in front of the word “estate” and argue that it is
just an interpretation. An exception for interpretations of this breadth would swallow
the Separation Agreement’s specific requirements. In other words, with interpretations
like these, who needs modifications?
Because Lois Kauffman did not sign a writing agreeing to this modification, the
plaintiffs cannot rely on the Interpretation Agreement as a basis for their claim. Without
being able to enforce the Interpretation Agreement, the plaintiffs cannot sustain their
claims against the defendants. Pursuant to FED. R. CIV. P. 12(b)(6), the court finds that
the plaintiffs fail to state a claim for relief. Accordingly, the court dismisses the claim.
IV. Conclusion
The court dismisses the complaint for failure to state a claim. The plaintiffs’
claims stem from an Interpretation Agreement that modifies the Separation Agreement.
However, the Separation Agreement required a writing signed by the parties for any
modification, and the Interpretation Agreement was not agreed to or signed by Lois
Kauffman, one of the required parties. As a result, the Interpretation Agreement is not a
valid modification of the Separation Agreement, and the plaintiffs cannot enforce it.
The court declines to address the defendants’ additional arguments regarding
standing and discretionary jurisdiction.
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IT IS THEREFORE ORDERED this 18th day of March, 2013, that the defendants’
motion to dismiss (Dkt. 5) is granted.
s/J. Thomas Marten
J. THOMAS MARTEN, JUDGE
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