IN SUPREME COURT
Court of Appeals
In re the Estate of Howard C. Kinney, Deceased.
Filed: June 14, 2007
Office of Appellate Courts
S Y L L A B U S
1. The fact that the spouse challenging an antenuptial agreement did not have the opportunity to consult with independent counsel about the agreement does not render the agreement unenforceable under common law. But the opportunity to consult with independent counsel is a relevant factor in determining whether an antenuptial agreement is enforceable under common law.
2. When the parties are in a confidential relationship and when an antenuptial agreement is supported by sufficient consideration, the burden of proof rests on the party challenging the agreement to show that it is invalid under common law.
Reversed and remanded.
Heard, considered, and decided by the court en banc.
O P I N I O N
James H. Kinney
(James), as personal representative of the estate of Howard C. Kinney (Howard),
appeals from the district court’s order on summary judgment that the
antenuptial agreement between decedent Howard and Lillian Kinney (Lillian) is invalid. James argues that the court incorrectly
concluded that an “opportunity to consult with independent counsel” requirement
exists under common law, and the court therefore erred when it invalidated the
antenuptial agreement. The court of
appeals affirmed. In re Estate of Kinney, No. A05-1794, 2006 WL 1806386 (
wife, Mary Kinney (Mary), died in 1967, leaving an estate to Howard and the
couple’s three children. Howard received
a one-third interest in farm property in
Howard and Lillian
were married on August 29, 1969, when Lillian was 45 years old and Howard was
55 years old. At that time, Lillian was
employed at the Prudential Insurance Company, and had been so employed since
1944. She was promoted to assistant
manager in 1949 and then to manager in 1954.
As manager, Lillian’s job duties included hiring and training new
employees, taking payments from customers and balancing accounts, and
occasionally drafting letters to clients.
She had also taken classes at the
The morning of their
wedding, Howard drove to Lillian’s apartment, picked her up, and took her to
James contends that Lillian knew about the antenuptial agreement “quite a ways” before the day of the wedding. The district court found that “[t]he evidence tends to show that Lillian Kinney discussed the general terms of the antenuptial contract with the decedent prior to the wedding.” The court also found, however, that “[t]here is no evidence to rebut Lillian Kinney’s deposition that the first time she saw the written antenuptial contract was on the day of her wedding.”
In her deposition testimony, Lillian testified that she read through the antenuptial agreement completely. A clause in the agreement states that “Lillian M. Seiler acknowledges * * * that she has given due consideration to [Howard’s net worth] and has conferred with her family as to same, and that she is entering into this agreement freely and with a full understanding of its provisions.” Lillian testified in her deposition, however, that she “didn’t understand all of [the agreement].” In her Deposition Correction Sheet, Lillian stated that she “did not understand the following legal terms: dower, statutory allowance in lieu of dower, distributive share, right of election against a Will, descent of homestead, widow’s support or other widow’s allowances.”
Lillian also testified in her deposition that she felt she was under duress because the agreement was presented to her on the day of her wedding, when she was “flustered” and “had other things on [her] mind.” Lillian stated, however, that she did not feel threatened, that Howard never insisted that Lillian “must” sign the agreement, and that Howard never said “Sign this or I’m not marrying you.” Instead, she indicated that Howard said that he “need[ed]” her to sign the agreement. In her Deposition Correction Sheet, Lillian said that she “believed that in order * * * to get married [she] had to sign the document.”
Additionally, Lillian stated in her responses to interrogatories that on August 29, 1969, she was never asked if she wanted an attorney, she “never thought about consulting with an attorney,” and neither Howard nor his attorney suggested that she should consult with an attorney. She also stated that she “would not have known who to consult with even if [she] had thought of doing so.”
Lillian signed the antenuptial agreement at the August 29, 1969, meeting. In addition to the clause indicating that Lillian entered into the agreement “freely and with a full understanding of its provisions,” the agreement includes the following provisions:
WHEREAS, Lillian M. Seiler has agreed to accept the provisions of this agreement in lieu of all marital rights in the property now owned or hereafter acquired by Howard C. Kinney, or in his estate upon his demise, which she would otherwise acquire as the surviving spouse of Howard C. Kinney, and whereas, Howard C. Kinney has agreed that he will take nothing from the estate of Lillian M. Seiler.
IT IS THEREFORE AGREED:
1. Lillian M. Seiler hereby waives and releases all rights including, but not limited to, dower, statutory allowances in lieu of dower, distributive share, right of election against a will, descent of homestead, widow’s support or other widow’s allowances, or otherwise, which she may acquire by reason of her marriage to Howard C. Kinney in any property owned by him at the time, or by his estate upon his death.
In another clause in the agreement, Howard agreed to obtain an endorsement to name Lillian the sole beneficiary of a $10,000 life insurance policy. The agreement was reciprocal in the sense that Howard also agreed to give up any rights he would have as surviving spouse to Lillian’s “property and estate.”
Lillian and Howard were married 34 years until Howard’s death in 2004. James was appointed executor of the estate. Thereafter, Lillian filed petitions to allow for selection of personal property, for family maintenance, for election of homestead rights, and for an elective share of Howard’s augmented estate pursuant to
The parties filed cross-motions for summary judgment. The district court, on the recommendation of a probate court referee, concluded that the antenuptial agreement is governed by common law and that James, as the proponent of the antenuptial agreement, had the burden “to prove full disclosure of assets and knowledge of right to independent legal counsel.” The court then found that Lillian “had sufficient knowledge of the extent of decedent’s assets prior to signing” the agreement, and that there was sufficient consideration for the agreement. The court found, however, that Lillian was not provided with the opportunity to consult with independent legal counsel before signing the agreement, and therefore concluded that “[d]ue to the lack of knowledge of the right to consult with independent legal counsel,” the antenuptial agreement was invalid. The district court therefore granted Lillian’s motion for summary judgment. The court of appeals affirmed, concluding that “[t]he district court correctly applied the law as it existed at the time the antenuptial agreement was executed.” Kinney, 2006 WL 1806386, at *3.
When reviewing a
district court’s decision to grant summary judgment, we determine whether there
are any genuine issues of material fact and whether the district court erred in
its application of the law. Isles Wellness, Inc. v. Progressive N. Ins. Co., 703 N.W.2d
513, 516 (
Because the antenuptial agreement between Howard and Lillian was executed in 1969, the agreement is governed by common law rather than by Minn. Stat. § 519.11, subd. 6 (2006) (stating that the statute “shall apply to all antenuptial contracts and settlements executed on or after August 1, 1979”). The issue presented in this case is whether, in order to conclude that an antenuptial agreement is valid under common law, a court must find that each party to the agreement had the opportunity to consult with independent counsel.
Under common law, we analyze antenuptial
agreements to determine whether they are “equitably and fairly made.” See Gartner
v. Gartner, 246
For instance, in Slingerland
v. Slingerland,we addressed
three questions: (1) whether the
agreement was the product of fraud, undue influence, or duress; (2) whether the
consideration was adequate; and (3) whether the spouse challenging the
agreement knew “the extent, character, and value of [her husband’s] property
and the nature and extent of her rights as his wife and widow.” 115
In Welsh v. Welsh,
In Stanger v. Stanger,
said to the plaintiff about her legal rights in his property in the event of
marriage. She claims that she thought
she was to have title to the homestead property. She had no counsel. The plaintiff came from
In Gartner, we
concluded that the evidence supported the district court’s findings that the
spouse challenging the agreement knew the extent and nature of her husband’s
property, and that she “was fully informed as to what her rights would be as a
widow and as to the nature and effect of the antenuptial agreement with respect
to those rights.” 246
In In re Estate of
in Hafner v. Hafner, 295 N.W.2d 567 (
These cases demonstrate that under common law, when a confidential or fiduciary relationship between the parties exists, courts should determine whether the antenuptial agreement was “equitably and fairly made” by considering (1) whether there was fair and full disclosure of the parties’ assets; (2) whether the agreement was supported by adequate consideration; (3) whether both parties had knowledge of the material particulars of the agreement and of how those provisions impacted the parties’ rights in the absence of the agreement; and (4) whether the agreement was procured by an abuse of fiduciary relations, undue influence, or duress. As the foregoing cases illustrate, the opportunity to consult with independent counsel is a relevant factor in the analysis. But in our review of the common law cases we find no indication that such an opportunity is a requirement for a valid antenuptial agreement under common law.
Lillian cites two cases in support of the court of appeals
holding that there is such a requirement: In re Estate of Serbus, 324 N.W.2d 381 (
For example, in Serbus, we said that “[a]t common law, the burden of proving full disclosure of assets and knowledge of right to independent legal counsel rests with the proponent of the antenuptial contract.” 324 N.W.2d at 385 (emphasis added). We based this statement on two grounds. First, we said that Minn. Stat. § 519.11, which requires “the parties [to] have had an opportunity to consult with legal counsel of their own choice,” was a codification of the common law requirements for a valid antenuptial agreement. We did not trace or explain the common law basis for such a requirement, and as our review of the cases above illustrates, there was no such requirement established by our cases. Second, we said that “[u]nder both Slingerland and
Stat. § 519.11, subd. 1, each party to an antenuptial contract must
* * * have an opportunity to consult with an attorney.” Serbus,
324 N.W.2d at 386. Although we noted in Slingerland that there was no “lawyer or
friend” to advise the challenging spouse, that was but one of several factors
we considered in concluding the agreement was not equitable and fair. 115
we cited Serbus for the proposition
that “[u]nder the common law, the proponent of the agreement had the burden of
demonstrating the procedural fairness of the agreement at its inception.” McKee-Johnson,
444 N.W.2d at 265. And we noted that “implicit in the procedural fairness
analysis is the requirement that each party to an antenuptial contract has
unrestrained access to advice from independent counsel.”
We conclude that McKee-Johnson
and Serbus do not dictate the
outcome of this case. McKee-Johnson was a case in which the
antenuptial agreement at issue was governed by Minn. Stat. § 519.11. McKee-Johnson,444 N.W.2d at 262-63. But we looked to common law “to determine
whether the provisions of th[e] [antenuptial] contract relating to ‘after
acquired’ property are valid and enforceable.”
As discussed above, however, while the opportunity to consult with independent counsel has often been a relevant factor that courts considered when assessing whether the agreement was fair and equitable, we conclude that the opportunity to consult with independent counsel is not a sine qua non under common law. To the extent that McKee-Johnson and Serbus could be read toindicate otherwise, they are overruled on that issue.
We hold that the opportunity to consult with independent counsel is not a requirement, but is one of several relevant factors that courts may consider when determining whether an antenuptial agreement is fair and equitable and therefore enforceable under common law. We reverse the court of appeals’ decision and conclude that the district court erred when it granted Lillian’s motion for summary judgment and ruled that the antenuptial agreement is invalid.
James asks us to conclude not only that the district court erred when it granted Lillian’s motion for summary judgment, but also that the district court erred in not granting his motion for summary judgment, which argued that the antenuptial agreement is valid and enforceable. We must construe the evidence in the light most favorable to Lillian when assessing whether James’s motion for summary judgment should have been granted. See Isles Wellness, Inc., 703 N.W.2d at 516. Based on the record before us, we cannot say that the agreement was fair and equitable as a matter of law and that James is entitled to summary judgment. When we construe the evidence in the light most favorable to Lillian, we are faced with factual disputes as to whether Lillian had knowledge of her rights in the absence of the agreement and how the agreement affected those rights, and whether the agreement was the product of duress or undue influence. Therefore, we remand this case for further proceedings to determine if the antenuptial agreement is enforceable.
Because we are remanding, we also take this opportunity to provide guidance on the burden of proof that should apply in this type of case. In Serbus, we concluded that “[a]t common law, the burden of proving full disclosure of assets and knowledge of right to independent legal counsel rests with the proponent of the antenuptial contract.” 324 N.W.2d at 385. We reached that conclusion, however, only after we found that the antenuptial agreement in that case was not supported by sufficient consideration. Because of that finding of inadequate consideration, we concluded:
Thus, there is a presumption of fraud under Slingerland. In such a situation at common law, the burden rested upon the party who retained the greater interest “to show there was no fraud or concealment, and that [the other party] knew the extent, character, and value of his property and the nature and extent of her rights as his wife and widow.”
review of other common law cases confirms that inadequate consideration is a
precondition for placing the burden of proof on the proponent of an antenuptial
agreement. For example, in Gartner, we said that “[w]here the parties stand in a confidential relation to each
other, and there is an absence or inadequacy of consideration, a presumption of fraud arises to cast upon the party
seeking to uphold the contract the burden of showing that he procured the
contractual benefits righteously.” Gartner, 246
[M]ere inadequacy of consideration alone is not generally a ground for setting aside a contract. But it shows the unconscionable character of the contract, and raises a presumption of fraud, which may be overcome by evidence. The relations between the parties were confidential. Clearly the burden rested upon defendant to overcome this presumption, to show there was no fraud or concealment, and that plaintiff knew the extent, character, and value of his property and the nature and extent of her rights as his wife and widow.
therefore conclude that under common law the burden of proof is on the
proponent of an antenuptial agreement when (1) the parties stand in a
confidential relationship and (2) the agreement is not supported by adequate
consideration. But when, as in this
case, the parties stand in a confidential relationship and the district court finds
that the antenuptial agreement is supported by adequate consideration, we
conclude that under common law the burden is on the party challenging the
agreement. This conclusion is
consistent with our previous statements that antenuptial agreements are treated
favorably under the common law of this state.
In this case, the district court found that there was sufficient consideration for the antenuptial agreement. Thus, the burden of proof for the remaining factors should not be on James as the proponent of the antenuptial agreement, but on Lillian as the party challenging that agreement.
Reversed and remanded to the district court for further proceedings consistent with this opinion.
 The “papers” were the antenuptial agreement that is the subject of this litigation.
 This policy was worth about $70,000 at the time of Howard’s death.
 Based on the length of their
marriage, Lillian’s share under the statute is 50 percent of the estate. See
 The district court granted one
of the petitions for the sale of the real property that Howard owned in
 Minnesota Statutes § 519.11, subd. 1 (2006), states that “an antenuptial contract * * * shall be valid and enforceable if (a) there is a full and fair disclosure of the earnings and property of each party, and (b) the parties have had an opportunity to consult with legal counsel of their own choice.”
 The district court used the phrases “opportunity to consult with independent legal counsel” and “knowledge of the right to consult with independent legal counsel.” Lillian also sometimes refers to “knowledge of the right to independent counsel.” For the sake of consistency, we refer collectively to the opportunity to consult with independent legal counsel and knowledge of the right to independent counsel as “the opportunity to consult with independent counsel.”
confidential or fiduciary relationship between the parties to an antenuptial
agreement is usually presumed. See, e.g., In re Malchow’s Estate, 143
 In McKee-Johnson, we said that “[u]nder the common law, the proponent of the agreement had the burden of demonstrating the procedural fairness of the agreement at its inception.” 444 N.W.2d at 265. But we cited only Serbus in support of this statement. We also said that Minn. Stat. § 519.11, “unlike the common law which had placed on the proponent of the agreement the burden of establishing procedural fairness, shifted the burden to the party contesting the validity of the agreement to establish lack of the statutorily defined procedural fairness requirements.” McKee-Johnson, 444 N.W.2d at 263. This statement also appears to have been based on our ruling in Serbus.
 Lillian acknowledges the district court’s finding that the agreement was supported by adequate consideration, but argues in her brief that the agreement was substantively unfair. We decline to address the substantive fairness issue because we granted review on the more narrow issue of whether an antenuptial agreement is invalid as a matter of law when the party challenging the agreement did not have the opportunity to consult with independent counsel.