Appeals court upholds premarital agreement

The Court of Appeals of Virginia has ruled in an unpublished opinion that a premarital agreement in which a husband, without consulting counsel, waived the right to an elective share of his wife’s estate should be enforced.

Appellant Prabhat Kumar Sinha signed the agreement approximately six weeks before his June 2000 marriage to Achla Kumar.

The agreement stated that each party waived their right to an elective share and that each was free to make a will or estate plan without providing for the other spouse.

Both parties also handwrote a provision waiving their right to disclosure of the other party’s gross assets.

After Kumar died in 2023, Sinha learned, allegedly for the first time, that her estate was worth $17 million and that he was not a beneficiary.

The Norfolk Circuit Court dismissed his subsequent suit to determine his elective share.

The Court of Appeals affirmed, rejecting Sinha’s argument that the premarital agreement and waiver were void as unconscionable because he executed them under duress and because they were obtained by fraud and misrepresentation.

“[E]ven combining the allegations of duress and fraud in the inducement, Sinha as a matter of law, failed to sufficiently plead that ‘oppressive circumstances’ overcame his will and caused him to sign the Agreement, including the Waiver,” Judge Steven C. Frucci wrote for the appeals court.

“Although Sinha obviously regrets signing the Agreement, ‘courts cannot relieve one of the consequences of a contract merely because it was unwise,’” Frucci continued, quoting the appeals court’s 1989 Rogers v. Yourshaw decision.

The 12-page decision is Sinha v. Jain, VLW No. 026-7-104. The full text of the ruling can be found at valawyersweekly.com.

‘Important decision’

The estate’s attorney, SuAnne Hardee Bryant of Davis Law Group in Chesapeake, said this is an important decision because, while there are many cases that analyze premarital agreements when there are two living parties involved, few reported decisions deal with them in the context of a waiver of elective share as found in Va. Code § 64.2.

Bryant also found it noteworthy that the appeals court, rather than delving into the minutia of the premarital agreement and waiver statutes, essentially said that under either analysis, the husband would lose because he couldn’t show that the premarital agreement or any waivers were executed involuntarily.

“The court went through the rest of the analysis to show how they look at these things, but at the beginning, they essentially said, ‘If we determine that it’s voluntarily executed, it’s game over,’” said Bryant.

Sinha’s attorney, Kevin E. Martingayle of Bischoff Martingayle in Virginia Beach, could not be reached for comment.

However, J. Garrett Kizer, an estate litigator at PJI Law in Fairfax, said he frequently sees situations where a surviving spouse wants to make claims to an estate but can’t do so because they waived that right in a premarital agreement.

He also described the language in the premarital agreement in this case as being very specific, spelling out which claims were waived.

However, Kizer said he’s seen other situations where the language is less clear, for example, agreements stating simply, “I waive my right to any and all claims against my spouse’s estate.”

In those instances, the language may be buried in a nondescript section of the agreement and easily missed.

“So, I’d say a big takeaway is the need to carefully review these agreements with clients before they sign them,” Kizer said, adding that most people consider premarital agreements in terms of what happens in the event of a divorce, when sometimes the most important aspect is what happens when someone passes away.

“Language [that waives certain rights] can also have repercussions to other estate-related claims beyond elective shares and other statutory claims,” he said.

Fairfax attorney Kimberley A. Murphy said this was a decision that the estate litigation bar needed for its detailed analysis of the issues involved in the validity and enforceability of premarital agreements in the context of spousal claims.

“This particular decision is instructive because it illustrates that if the provisions of the statute are followed at the time the agreement is drafted, then the agreement will be enforced, no matter how inequitable the result may appear to the surviving spouse,” Murphy said. “As with so many cases, the foundation for the lawsuit begins with the drafting of the agreement. A solidly drafted agreement creates the result the parties bargained for.”

Premarital agreement

Kumar and Sinha married on June 2, 2000, and remained married until Kumar’s death on Dec. 14, 2023.

On April 24, 2000, the parties entered into a premarital agreement under which they waived their respective rights to an elective share and agreed they could each make an estate plan that didn’t provide for the other.

They also waived, in handwritten provisions, their right to disclosure of one another’s assets.

When Kumar died, Sinha received a “Notice Regarding Estate” informing him that he was not a beneficiary of Kumar’s estate, which was apparently worth around $17 million.

Sinha subsequently filed a notice of elective share and filed suit to determine his elective share.

In his complaint, Sinha asserted that the premarital agreement was void and unenforceable under Va. Code § 20-151 and that the waiver within the agreement was void under Va. Code § 64.2-308.14.

Specifically, he claimed duress in that he was told to execute the agreement immediately as a condition of marriage.

He also claimed fraud and misrepresentation in that Kumar did not disclose her substantial wealth, that she led him to believe she didn’t have significant assets, that she concealed her wealth during the marriage and that because she knew she had a “vastly stronger and superior” financial condition relative to Sinha, she used this to take unfair advantage of him.

Sinha further argued that the agreement was unconscionable because it “falsely stated” that parties had freely and voluntarily entered into it with competent legal advice and full knowledge of their rights, and that while the agreement stated that each party had disclosed their liabilities to each other, no such disclosure had occurred.

Kumar’s executor, Amit Jain, joined by Doctors Without Borders, a charity that was a named beneficiary of the estate, demurred to the complaint.

After a hearing, the circuit court sustained the demurrers.

Sinha’s appeal followed.

Finding of enforceability

Rejecting Sinha’s duress-based unconscionability argument, the Court of Appeals
distinguished this case from Remillard v. Remillard, a 2022 decision in which the court found duress.

In that case, as Frucci pointed out, a husband waited until the afternoon before the wedding day to present his fiancée with a premarital agreement, providing no time for her to consult an attorney.

Additionally, the court noted, the wife had sold her home and had become economically dependent on her husband in reliance on promises he would take care of her.

Similarly, the panel recognized a prima facie case for unconscionability in Chaplain v. Chaplain, a 2009 case where the wife had limited knowledge of English and could not read the proposed agreement, which she signed in the husband’s attorney’s office without being given a copy of the agreement for her attorney to review.

“[A]lthough Sinha alleges that he did not consult with legal counsel before signing the Agreement, one of the factors in determining voluntariness is ‘the presence or absence of independent counsel or of an opportunity to consult independent counsel,’” Frucci said, quoting Chaplain. “[A]s a matter of law, Sinha failed to sufficiently plead that six weeks prior to the wedding was so close that he lacked the opportunity to consult with legal counsel and, therefore, failed to sufficiently plead that his will was overborne and his signature was procured involuntarily.”

Addressing Sinha’s fraudulent inducement argument, the panel applied a presumption of lack of fraud because of Sinha’s statement in the agreement that he was signing voluntarily.

The court also found that he lacked the proof needed to overcome this presumption.

“Sinha does not allege what Kumar’s statements were [that constituted fraud] or where they were made,” Frucci observed. “Moreover, Sinha does not even allege that Kumar lied about her wealth or amount of assets, but instead, vaguely, ‘through various statements, [she] led him to believe that she did not have significant wealth or assets.’”

Accordingly, the panel concluded that the lower court decision should be affirmed.

Sinha v. Jain

THE ISSUE     Is a husband entitled to a share of his late wife’s estate after he waived his rights in a premarital agreement?

DECISION      No; signing agreement was voluntary (Court of Appeals of Virginia)

LAWYERS      Kevin E. Martingayle (plaintiff) SuAnne Hardee Bryant (defense)

“A big takeaway is the need to carefully review these agreements with clients before they sign them. Language can also have repercussions to other estate-related claims beyond elective shares and other statutory claims.” — J. Garrett Kizer, PJI Law

Cases Mentioned 

• Rogers v. Yourshaw
• Remillard v. Remillard
• Chaplain v. Chaplain