In the Matter of Jessica Buckley and Regan Buckley

THE STATE OF NEW HAMPSHIRE

SUPREME COURT

In Case No. 2020-0336, In the Matter of Jessica Buckley
and Regan Buckley, the court on April 5, 2021, issued the
following order:

Having considered the opening and reply briefs filed by the petitioner,
Jessica Buckley (Wife), the brief filed by the respondent, Regan Buckley
(Husband), and the record submitted on appeal, we conclude that oral
argument is unnecessary in this case. See Sup. Ct. R. 18(1). Wife appeals an
order by the Circuit Court (Alfano, J.) denying her motions to bring forward
and for contempt brought against Husband. We affirm.

The contempt power is discretionary, and the proper inquiry on appeal is
not whether we would have found Husband in contempt, but rather whether
the trial court unsustainably exercised its discretion when it declined to so
find. See In the Matter of Stall & Stall, 153 N.H. 168 (2005). To establish an
unsustainable exercise of discretion, Wife must demonstrate that the trial
court’s decision was clearly untenable or unreasonable to the prejudice of her
case. In the Matter of Peirano & Larsen, 155 N.H. 738, 750 (2007). We
“determine only whether there is an objective basis sufficient to sustain the
discretionary judgment made.” In the Matter of Kempton & Kempton, 167 N.H.
785, 803 (2015). “Our standard of review is not whether we would rule
differently than the trial court, but whether a reasonable person could have
reached the same decision as the trial court based upon the same evidence. Id.
at 799.

We will not disturb the trial court’s factual findings unless they are
unsupported by the evidence or legally erroneous. In the Matter of Nyhan and
Nyhan, 147 N.H. 768, 770 (2002). Moreover, “we defer to the trial court’s
judgment on such issues as resolving conflicts in the testimony, measuring the
credibility of witnesses, and determining the weight to be given evidence.”
Cook v. Sullivan, 149 N.H. 774, 780 (2003). “If the court’s findings can
reasonably be made on the evidence presented, they will stand.” In the Matter
of Letendre & Letendre, 149 N.H. 31, 36 (2002).

The record demonstrates that the trial court reviewed the parties’
conduct since their 2019 divorce and the challenged conduct that resulted in
the allegations of contempt, namely Husband’s alleged failure to pay Wife “one-
half” of Husband’s “Etrade Options” owned as of May 30, 2019, as required by
paragraph 11 of the parties’ permanent stipulation. See In the Matter of
Giacomini & Giacomini, 150 N.H. 498, 501 (2004). Paragraph 11 of the parties’
permanent stipulation provides with regard to Husband’s vested stock options:

[Wife] and [Husband] have agreed to split 50/50 the stock options
[Husband] owned as of May 30, 2019 in the amount of
$1,279,342.00. [Wife] is awarded one-half of the Etrade Options in
the amount of $639,671.00. [Husband] will arrange for the
Options to be transferred to [Wife’s] individual Etrade account.
[Wife] shall solely be responsible for any and all costs related to the
sale of these assets including but not limited to any tax
implications.

In paragraph 11, the parties also agreed “to split 50/50 the vested stock that
[Husband] owned as of May 30, 2019 in the amount of $1,298,539.00.” Under
paragraph 11, Wife was awarded “one-half of the Etrade Vested Stock in the
amount of $649,269.” As with Husband’s vested stock options, Wife was
“solely responsible for any and all costs related to the sale of these assets
including but not limited to any tax implications.” Husband was required to
“arrange for the Vested Stock to be transferred to [Wife’s] individual Etrade
account.”

Shortly after the parties divorced, Husband transferred to Wife 3,065
shares of vested stock. He also attempted to transfer his vested stock options,
but was told by his employer that he could not transfer vested stock options to
non-employees. According to Husband, he was also told that the only way to
accomplish the transfer would be for him to exercise his stock options, which
would be taxed to him as ordinary income, requiring him to incur tax liability.
According to Husband, under the parties’ permanent stipulation, Wife would be
responsible for paying those taxes. Husband also averred that because of
insider trading rules, he could not trade securities between the dates of
December 15, 2019, and March 1, 2020. In December 2019, Husband sent
Wife an email explaining the above. Wife brought the instant motion for
contempt in March 2020. In April 2020, Husband transferred to Wife 2,400
shares of vested restricted stock.

The parties’ dispute centered upon whether paragraph 11 required
Husband to transfer to Wife one-half of the stock options he owned as of May
30, 2019, or whether it required him to transfer one-half of the value of the
stock options he owned as of May 30, 2019. Wife contended that paragraph 11
required the former, while Husband contended that it required the latter. The
trial court agreed with Husband’s interpretation of paragraph 11, finding his
testimony “more persuasive regarding the intent of the parties, and their
compliance.” The court found “that the parties intended to divide the value of
the stock options as of a certain date.”

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 On appeal, Wife argues that the trial court’s interpretation of paragraph
11 is mistaken. She contends that the court “ignored the plain language of the
permanent stipulation,” effectively re-writing it in the process. She also
contends that Husband’s interpretation of the paragraph was not credible given
that, in November 2019, he “transferred 50% of the number of shares of stock
in his account” to her.

“When a dispute arises concerning the nature of provisions within a
stipulation, we must consider the intent of the parties.” In the Matter of
Patient & Patient, 170 N.H 252, 253-54 (2017) (quotation omitted). Absent
ambiguity, the parties’ intent will be determined by the plain meaning of the
language used in the agreement. See id. at 254. The interpretation of an
agreement, including whether a provision is ambiguous, is ultimately a
question of law for this court. Sherman v. Graciano, 152 N.H. 119, 121 (2005).
Therefore, we review the trial court’s interpretation of the agreement de novo.
Id.

The language of an agreement is ambiguous if the parties to the
agreement could reasonably disagree as to the meaning of that language. In
the Matter of Taber-McCarthy, 160 N.H. 112, 115 (2010). If the agreement’s
language is ambiguous, it must be determined, under an objective standard,
what the parties, as reasonable people, mutually understood the ambiguous
language to mean. Id. In applying the objective standard, the court should
examine the contract as a whole, the circumstances surrounding its execution,
and the object intended by the agreement, while keeping in mind the goal of
giving effect to the intention of the parties. Id. at 115-16. “This process
necessarily involves factual findings” to which we defer if supported by the
evidence. N.A.P.P. Realty Trust v. CC Enterprises, 147 N.H. 137, 141 (2001).

Here, we conclude that paragraph 11 is ambiguous as the parties could
reasonably disagree as to whether it required Husband to transfer one-half of
his stock options or whether it required him to transfer one-half of the value of
his stock options. Having concluded that paragraph 11 is ambiguous, we
uphold the trial court’s findings that, when the parties negotiated their
stipulation, they intended Husband to transfer the value of the stock options
because those findings are supported by the record. The trial court found
Husband’s testimony credible, and we defer to the trial court’s credibility
determinations. See Cook, 149 N.H. at 780.

Alternatively, Wife argues that Husband failed to transfer 50% of the
value of his stock options to her. According to Wife, the shares transferred to
her must be valued as of the date they were transferred. She asserts that when
Husband transferred 3,065 shares to her in November 2019, they were worth
$656,001.95, and when he transferred 2,400 shares to her in April 2020, they
were worth $571,200.00. Therefore, Wife reasons that the total value of the
shares transferred was $1,227,201.95, $61.738.05 less than the value

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Husband was supposed to have transferred. According to Husband, who
values the shares as of April 2020, the total market value of the shares of stock
he eventually transferred to Wife was $1,300,670, an amount exceeding
$1,288,940, the amount required by paragraph 11.

“Determining the value of any given asset is left to the sound discretion
of the trial court.” In the Matter of Chamberlin & Chamberlin, 155 N.H. 13, 16
(2007). Here, we cannot say that the trial court unsustainably exercised its
discretion by crediting Husband’s figures over Wife’s figures.

Wife observes that “even under [Husband’s] own theory, he violated the
court order, as [he] delayed transferring to [her] the total amount he owed her
until April 30, 2020.” Wife argues that the delay caused her to sustain
financial injury. However, the trial court was not compelled to make that
finding. Nor was it compelled to find Husband in contempt. See In the Matter
of Giacomini & Giacomini, 150 N.H. at 501. For all of the above reasons, we
conclude that the trial court did not unsustainably exercise its discretion by
failing to do so. See id.

Affirmed.

MacDonald, C.J., and Hicks, Bassett, Hantz Marconi, and Donovan, JJ.,
concurred.

Timothy A. Gudas,
Clerk

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