This opinion will be unpublished and

may not be cited except as provided by

Minn. Stat. § 480A.08, subd. 3 (1996).




Estate of Patrick J. Gaughan.

Filed May 26, 1998


Randall, Judge

Ramsey County District Court

File No. PX-96-5491

David F. Herr, Mary R. Vasaly, Maslon, Edelman, Borman & Brand, LLP, 3300 Norwest Center, 90 South Seventh Street, Minneapolis, MN 55402 (for appellant Mary Lou Gaughan)

Thomas P. Malone, William F. Huefner, Bradley A. Kletscher, Barna, Guzy & Steffen, Ltd., 400 Northtown Financial Plaza, 200 Coon Rapids Boulevard, Minneapolis, MN 55433 (for respondents Alan Hamel, Katherine Bjorkman and Patrick M. Gaughan)

Considered and decided by Willis, Presiding Judge, Randall, Judge, and Klaphake, Judge.



Appellant challenges the district court's order denying her request for nontaxable annual payments from the decedent's estate. We affirm.


Patrick and appellant Mary Lou Gaughan were married August 4, 1989. Patrick Gaughan died on May 2, 1996, leaving a multimillion-dollar estate. The couple had executed an antenuptial agreement on July 17, 1989, which stated in relevant part:

[I]n the event Patrick predeceases Mary Lou, and Patrick and Mary Lou are legally married on the date of Patrick's death, Mary Lou shall be entitled to receive from the estate of Patrick:

(a) (1) * * * *

(2) if they were married for more than five (5) years on Patrick's death, the sum of $103,600.00 per year for twenty (20) years or until Mary Lou's death, whichever occurs first; * * *.

* * * *

In the event Patrick elects, in his sole discretion, by his Last Will and Testament, or by a Trust, to satisfy the obligation to Mary Lou described above, such Trust shall provide for the appointment of a trustee to be selected in Patrick's sole discretion, and shall provide for a payment to Mary Lou no less than the amounts provided herein.

Decedent executed a will on April 1, 1993, and executed three codicils thereafter. The first codicil, executed on April 12, 1993, stated:

With the foregoing in mind, I give to my spouse, MARY LOU GAUGHAN, if she survives me, the minimum sum of money, if any, which, when taken together with the death benefits from the Life Insurance Policy, will be sufficient to allow my spouse as of the date of my death to purchase a single life annuity on her life from an insurance company which at the time of my death is then receiving the highest rating from at least two independent insurance rating services * * * and which will provide my spouse with the annual sum of money that is specified in the Antenuptial Agreement.

Following decedent's death, Gaughan received $973,246.72 from decedent's life insurance policy and $4,099.64 in interest on this policy. At decedent's personal representatives' request, an insurance agent quoted that an annuity yielding $103,600 annually for twenty years would cost $1,291,585 or $1,142,596.85. Pursuant to decedent's will and first codicil, the representatives offered to pay Gaughan approximately $165,000 which, with the life insurance proceeds, would enable her to purchase an annuity.

Gaughan sought an additional annual payment from her deceased husband's estate pursuant to the antenuptial agreement. The personal representatives of his estate denied her claim and filed this denial with the district court on November 15, 1996. The district court affirmed the personal representatives' denial in a July 18, 1997, order. Gaughan appealed from this order, as well as from a February 9, 1998, order awarding sentimental property. The appeal from the order awarding sentimental property was later dismissed.



Gaughan argued before the district court that she was entitled to annual installments of $103,600 in addition to the proceeds she received as beneficiary of decedent's life insurance policy. She also argued that these annual installments should be in a nontaxable form. The district court concluded that Gaughan received what she bargained for under the antenuptial agreement and denied her claim for the payment of an additional $103,600 in annual installments from the estate. The court made no ruling on whether or not the antenuptial agreement required that Gaughan receive $103,600 in nontaxable annual payments.

On appeal, Gaughan does not argue that she was entitled to both the life insurance benefits and annual payments from the estate. Instead, she argues that decedent's will violated the antenuptial agreement by giving her a lump sum amount and not giving her nontaxable annual payments of $103,600 for 20 years.


First, the issue of taxability that Gaughan now argues on appeal may not be properly before this court. Frank v. Illinois Farmers Ins. Co., 336 N.W.2d 307, 311 (Minn. 1983) (holding where district court fails to address issue and parties do not bring this to district court's attention, there is nothing for appellate court to review). But on this record, we will exercise our discretion to review Gaughan's claim for nontaxable annual payments. See Minn. R. Civ. App. P. 103.04 (stating appellate courts may address any issue as justice requires). We conclude that the district did not err in affirming the personal representatives' denial of Gaughan's claim.

An antenuptial agreement is a contract. In re Estate of Aspenson, 470 N.W.2d 692, 696 (Minn. App. 1991). The determination of whether a contract is ambiguous is a question of law reviewed de novo. State by Humphrey v. Delano Community Dev. Corp., 571 N.W.2d 233, 236 (Minn. 1997). The construction and effect of an unambiguous contract are legal questions. Turner v. Alpha Phi Sorority House, 276 N.W.2d 63, 66 (Minn. 1979). The construction of an ambiguous contract is a question of fact. Id. The district court's findings of fact shall not be overturned on review unless they are clearly erroneous. Minn. R. Civ. P. 52.01.

Contract provisions are ambiguous if they are "susceptible of more than one meaning," but if the contract provisions are unambiguous, the court must give the contract provisions their ordinary meaning. Boe v. Christlieb, 399 N.W.2d 131, 133 (Minn. App. 1987). The court must give effect to the parties' intent and may consider extrinsic evidence when construing an ambiguous contract. Ecolab, Inc. v. Gartland, 537 N.W.2d 291, 295 (Minn. App. 1995).

Gaughan argues that, pursuant to the antenuptial agreement, she is entitled to nontaxable annual payments from decedent's estate. She asserts that getting nontaxable payments was an element of the bargain and that she has a contractual right to nontaxable payments because the antenuptial agreement required that the funds be provided for in decedent's will or through a trust. She insists that, after taxes, the amount she received from the estate and the life insurance policy does not equal the amount contracted for in the antenuptial agreement.

Gaughan also argues that even if she did receive the correct amount of money, receipt of a lump sum rather than annual payments breached the agreement. She asserts that a party to a contract cannot unilaterally decide to fulfill the contract with alternative performance. She insists that because she received a lump sum, the risk shifted to her to generate the agreed-upon income. Gaughan further notes that nontaxable and low-risk

investments pay lower interest rates than other investments and that the lump-sum payment does not account for the investment fees and other charges necessary to manage the investment.

There is no question that the $973,246.72 Gaughan received as beneficiary of decedent's life insurance policy and that the $165,000 the estate offered her are nontaxable.[1] See I.R.C. § 101(a)(1) (1994) (stating life insurance benefits are not included in gross income if paid by reason of insured's death); I.R.C. § 102(a) (1994) (stating inheritance is not included in gross income). Gaughan argues that any amount of interest income she receives from the annuity will be included in her gross income and taxed. See I.R.C. § 72(a) (1994) (stating amounts received as an annuity under annuity endowment or life insurance contract included in gross income). She calculates that an annuity paying $103,600 annually for 20 years, purchased for the quoted amount of $1,142,596.85, would result in payments totaling $2,072,000 and generate $929,403.15 in taxable interest. We agree that interest is taxable, but it does not change the analysis. In general, interest earned on bequests or gifts, or the repayment of debt, for that matter, is always taxable to the recipient regardless of the taxability or nontaxability of the source of the principal (specialized exceptions such as interest on tax free municipal bonds are not the issue here). Put another way, no matter what kind of funds appellant receives from the estate, if she invests the money at interest, there will be taxable consequences.

The agreement guaranteed Gaughan 20 annual payments or payments until her death, whichever is shorter. The district court determined that because she received the present value of 20 payments up front, she received a greater benefit than she bargained for in the antenuptial agreement. We agree. Respondent claims that the purpose of the agreement, to provide Gaughan with a stream of income, was substantially accomplished. See Estate of Gillian, 406 N.E.2d 981, 991 (Ind. Ct. App. 1980) (upholding will although it did not comply with precise terms of antenuptial agreement because will substantially accomplished purpose of agreement). We agree.

Here, it is clear that Gaughan and decedent intended that their antenuptial agreement would ensure that Gaughan receive a stream of income if decedent predeceased her. The agreement states that Gaughan is entitled to receive annual payments from the decedent's estate. The agreement is silent on whether the annual payments to Gaughan must be taxable or nontaxable. The agreement is ambiguous as to this issue. Construction of an ambiguous contract is a question of fact. Turner, 276 N.W.2d at 66. Decedent's will did not direct the estate itself to provide Gaughan with annual payments. Instead, the will provided a mechanism by which Gaughan herself could invest the money she received and obtain $103,600 each year. We conclude that the intent of the agreement was substantially fulfilled and that Gaughan is in as good or better a financial position than she would be based on her theory.

We cannot say the district court erred in affirming the personal representatives' decision to deny Gaughan's request for additional annual nontaxable payments from the estate.


[ ]1 The $4,099.64 in interest Gaughan received from decedent's life insurance policy is taxable. See I.R.C. § 101(c) (1994) (stating interest on life insurance benefits taxable).