PSA Gave Husband All of Car Wash

Although a couple’s PSA did not explicitly call for wife to transfer to husband her interest in the real property that was part of the car wash husband was to have, wife testified that she understood husband would get the real estate, and a Fauquier County Circuit Court denies wife’s motion to rescind the deed she says she signed under duress.

As a part of their PSA in Section 3(G), plaintiff received all of the parties’ interest in her business operating as Black Wolf Coffee Inc. Black Wolf operated upon leased real estate. Defendant husband received all of the parties’ “right, title and interest” in his business operating as the Remington Car Wash. The Car Wash operated on real estate owned by the parties jointly, subject to a mortgage with an approximate balance of $67,000. Husband agreed to be responsible for payment of the mortgage on the Car Wash.

There was no other reference in the PSA to the jointly held real estate upon which the car wash was situated. The parties stated in the PSA (Section 7) that the agreement was a full and complete settlement of their property rights, and that the agreement was freely entered into without undue influence or coercion, and that they would individually take any and all steps to execute and deliver any further instruments necessary to effectuate the intent of the agreements contained therein.

Husband filed a petition for a rule to show cause alleging wife had failed to relinquish all of the rights in the car wash as required in the agreement.

Wife asserted husband had not paid a certain sum of money owed to her pursuant to the agreement and that this was the reason she refused to execute the deed regarding her interest in the real estate. The court informed her that any non-compliance by husband with other terms of the PSA had not been pled and was not before the court, and that if there were no other uncompleted conditions to the conveyance, she would have to sign the deed or be held in contempt. She continued to demonstrate her unwillingness to comply, and the court made a finding of contempt. Wife signed the deed conveying the subject property on July 20, 2010.

Wife then hired counsel and the court heard her motion arguing that the PSA did not specifically mention the real estate as being part of the Remington Car Wash and that the real estate was owned by the parties as tenants in common and was not subject to the terms of the PSA. The court vacated the portion of its July 20, 2010 order finding wife in contempt, holding that the final decree was “not sufficiently explicit” to justify a contempt citation.

At the court’s most recent hearing on wife’s complaint seeking rescission of the deed, it was undisputed that the parties treated the car wash as husband’s property. He borrowed the money to start the business and agreed to hold wife harmless for any outstanding debt. He agreed to pay her, her share of any interest she had from the business (including the real estate) as it existed at the time of the PSA. No argument was made that the PSA was entered into involuntarily or under duress or that the terms were unconscionable. Wife herself testified under oath that she thought the real property portion of the car wash was included as part of the business and was subject to the PSA. She did not realize the real estate transfer was not “self-executing” under the provisions of the PSA, until she was contacted by husband’s counsel and asked to sign the deed. She had earlier filed a bankruptcy petition in which she omitted her interest in the subject real estate under the belief that she no longer owned it.

It was generally conceded by all parties that a paragraph calling for conveyance of this property was inadvertently omitted from the agreement. It had been the mutual intent of the parties for the subject real estate to be conveyed to husband, and for this transaction to be a part of the agreement.

The fact that wife felt “compelled” by the court to sign the deed is not the operative question. In reality, and consistent with her testimony in court, she felt constrained to sign the deed as a result of her previous execution of the PSA, which was a voluntary act obligating her to transfer the property to husband. In the court’s view, wife acquiesced in the transaction, treating it as a subsisting obligation, because her intent at the time she executed the PSA was to convey the real estate to husband as part of an overall settlement of their financial affairs.

While the court will concede the PSA was not as explicit as it should have been, the court’s actions taken at husband’s request do not constitute legal duress justifying rescission of the deed. In any event, the court may make the appropriate disposition of any omitted property as set forth in Section 5 and 6 of the PSA.

Request for rescission of the deed denied.

Langaas v. Deem (Parker) No. CL 10-711, Sept. 14, 2012; Fauquier County Cir.Ct.; Christopher M. Dove, Robin C. Gulick for the parties. VLW 012-8-145, 5 pp.