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Bryant v. Bryant

Court of Special Appeals of Maryland

October 30, 2014

TROY T. BRYANT
v.
ROXANNA K. BRYANT

Page 884

[Copyrighted Material Omitted]

Page 885

Appeal from the Circuit Court for Montgomery County. Eugene M. Lerner, Judge.

Argued by: Jeffrey N. Greenblatt (Joseph, Greenwald & Laake, PA on the brief) all of Rockville, MD for Appellant.

Submitted by: Carrie J. Williams (Douglas F. Gansler, Attorney General on the brief) all of Baltimore, MD for Appellee.

Eyler, Deborah S., Kehoe, Nazarian, JJ.[*] Opinion by Nazarian, J.

OPINION

Page 886

[220 Md.App. 150] Nazarian, J.

Troy Bryant (" Husband" ) appeals four of the Circuit Court for Anne Arundel County's many decisions in a divorce proceeding initiated by his (now ex-)wife, Roxanna Bryant (" Wife" ). He claims that the trial court abused its discretion when it awarded Wife indefinite alimony, and that it erred in finding that payments he characterizes as " loans" made to him by his employer constituted income during the marriage, and therefore marital property for purposes of calculating indefinite alimony. He also argues that the court wrongly failed to create a " constructive trust" or other vehicle to vest him with a full ownership interest in property at issue in the divorce, even though it was titled in Wife's name. Finally, he appeals the trial court's finding that he was in contempt after he failed to pay child support. Wife filed a cross-appeal arguing that the court relied on an incorrect alimony figure when it calculated child support. We find no errors and affirm.

I. BACKGROUND

1. The marriage and the parties' careers.

Husband and Wife were married on June 26, 1992 and had two children, both of whom are now over the age of eighteen. Although neither Husband nor Wife graduated from college, [220 Md.App. 151] both have had successful careers. After serving in the Marines, Husband worked as a financial advisor for several institutions, and he accepted his current position with UBS in 2010. His salary agreement with UBS was complex, and the subject of much disagreement by the parties.

Husband entered into a Letter of Understanding with UBS on November 8, 2010, under which he received what the Letter characterized as a " cash loan" or " transition loan" in the amount of $1,305,000 within thirty days. Husband also signed a series of " Transition Agreements" and promissory notes with UBS on November 17, 2010 and thereafter. Unlike more conventional loans, UBS made " payments" (by forgiving one-ninth of each loan) on Husband's anniversary dates with the company as long as he continued to work there, and they would be forgiven in full after nine years.[1] Husband took the position at trial that the " loans" were, in fact, loans, not signing bonuses or compensation, because after the divorce he would remain responsible to repay them, and in any event they could not be considered " property acquired during the course of the marriage" (the term of art that we discuss below) to the extent he would not have done the work entitling him to forgiveness until after the divorce. Husband asserted generally that although he received the loan proceeds and a commission-based salary, he really only netted about $65,000 in income each year.

Wife, on the other hand, contended that the $1.3 million payment was a " retention bonus" that UBS structured, for tax purposes, as a loan with payments due over a

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period of years. Wife testified that Husband had referred to these payments at the outset as a " signing bonus," and only began calling the payments a " loan" once the divorce proceeding was underway. [220 Md.App. 152] (For clarity, we refer to the payments that Husband received from UBS through the course of the marriage as the " UBS payments." )

Wife worked as a secretary after graduating from high school, and continued to work after they married and through the birth of their two children. By 2000, she was earning about $60,000 a year. In 2001, she and three friends started a company, Intuitive Business Concepts, Inc. (" IBC" ), that was successful: each partner received an annual salary of $104,000, along with partnership distributions and other benefits that, at their peak, yielded a salary of $145,000. After she tried to sell her interest in the business in 2006, she became embroiled in a dispute with her partners and ultimately settled with IBC, exchanging her interest for a series of payments totaling $280,000 over three years. Wife testified that she and Husband put all this money toward living expenses.

Wife took a year off from working to comply with a non-compete she signed with IBC.[2] In September 2008, she took a job as an independent contractor for the Accrediting Council for Independent Colleges and Schools (" ACICS" ). At the time of trial, she worked approximately twenty-four hours a week and billed $125 an hour, but received no benefits or reimbursements. Wife testified that she has looked for a full-time job, and the maximum potential full-time salary she had found was about $110,000 a year--approximately $15,000 more than she was making. She also spent about sixteen hours a week working (unpaid) at the bar she and Husband acquired years ago which, as we discuss next, became a significant problem in the parties' relationship.

2. Park Place Adventures, LLC & its investments.

To realize his " life long dream" of owning his own bar, Husband formed, on January 1, 2010, a limited liability company, [220 Md.App. 153] Park Place Adventures, LLC (" Park Place" ) that purchased a Severna Park restaurant called Snyder's. (The business later changed the name of the bar, and we refer to it generally as " the bar." ) Husband intended to share ownership in Park Place with two of his UBS clients, Mark Tinordi and Jeffrey Kogok, but discovered shortly before forming it that UBS prohibited him from investing with his clients. To circumvent this problem, he placed a fifty-one percent interest in Park Place in Wife's name and he held no membership share at all. Ironically, Wife had no interest in buying the bar, and testified that she " knew it would tear the family apart" because, as she saw it, it would give Husband opportunities to stay out late and drink with friends. She allowed Husband to put Park Place (and by extension, the bar) in her name, though, because she was concerned that even more problems would follow if the ownership share went to one of their children. Park Place purchased Snyder's on December 31, 2010. Husband financed the purchase by obtaining a UBS equity line of credit using his UBS payments as collateral and then borrowing about $1.4 million from the line of credit.

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The haphazard organization of Park Place may have contributed to the problems that followed. As Mr. Kogok explained, " the whole partnership agreement was sort of a last-minute thrown together [deal], as far as I can tell." Mr. Kogok testified that he initially invested a quarter-of-a-million dollars in Park Place, and put in another $150,000 within the year-and-a-half before trial. He did not investigate the details of the partnership or its management of the bar. When asked about whether he had approved the provision in the partnership documents that prevented members from selling their shares without unanimous consent, he admitted to signing off on it: " Again, I did a sloppy job and I just signed off on the thing because it was kind of after the fact and, again, I had complete faith in [Husband]."

Everyone agrees that Husband changed the bar's name in 2011 to " Hot Rodz & Rydz," but they dispute many of the facts surrounding its management and finances. Wife says that she found out when the parties began the divorce proceeding [220 Md.App. 154] that employees' paychecks were bouncing, and she had major concerns about how it was run. At that point, she took over the bar, cut a number of other benefits, and cleaned up the bar's finances. Mr. Tinordi, who had been a client of Husband for about ten years, testified that once Wife took over, the restaurant (whose name changed again, this time to the " Severna Park Tap House" ) started making money. Mr. Tinordi had a falling-out with Husband about Husband's poor management of the bar,[3] and at the time of trial Mr. Tinordi was working there about five days a week, without salary, in an effort to help turn it around.

Husband argued at trial that Park Place had a fair market value of $800,000 (based largely on its ownership of the Severna Park Tap House and the land on which it sat). He claimed that he was entitled to 77 percent of Wife's interest in the value of Park Place (which, he claimed, was purchased with a loan collateralized by the proceeds of the UBS payments), reasoning that he had not yet repaid 77 percent of the UBS payments as of the date of the divorce.

3. The parties' lifestyle.

As Husband's earnings increased, the couple's lifestyle changed too. The court described it as " lavish," and their purchases backed up that characterization. Husband also appears to have displayed great magnanimity in sharing his wealth, both before and after the marriage ended; the former time period mattered to the parties' standard of living during the marriage, and the latter period bore on the court's analysis of whether Husband had dissipated marital assets after they separated:

Pre-separation

o The parties bought their house in May 2007 for $900,000, and bought the adjoining lot in order to build a swimming [220 Md.App. 155] pool. As of the time of trial, neither Husband nor Wife was making mortgage payments on the house.

o The parties owned thirteen vehicles valued at nearly $250,000.
o The parties bought permanent seat licenses to Ravens' games worth $20,000.
o The family enjoyed luxury vacations to Jamaica, the Bahamas, and ski resorts, as well as regular summer vacations.

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Post-separation

o In September 2011, Husband bought a house for a daughter by his first marriage, which she transferred to his first wife, who took out a mortgage on the property. Husband bought the house back from his ex-wife after it went into foreclosure.
o Husband bought a car for a friend's use and paid the insurance on it.
o Husband gave a boat to his son, who then sold it for $10,000, a price Husband thought was far too low.
o Wife testified that after the divorce proceedings were underway, Husband began to cash in his retirement accounts. He withdrew nearly $50,000 each in April and May 2011, and withdrew over $180,000 in September that he gave to his daughter and son-in-law to buy a house.
o The court found that Husband spent over $2,500 a month on " dining out and alcohol," and noted that at trial, Husband could not account for more than $90,000 that he had spent between February 2013 and July 2013, other than to call them " living expenses." The court also found that he spent several thousand dollars on jewelry for himself and his girlfriend.

The parties carried significant debt and Husband used the UBS payments to pay it off. The court found that " [i]t is clear that this money received [from UBS] was used by the parties during their marriage to support their lifestyle."

[220 Md.App. 156] 4. The marriage dissolves.

The parties disagreed about which of them brought about the deterioration of the marriage, but the trial court attributed it largely to Husband's partying, drinking, and philandering. Although Wife conceded that she had used drugs with Husband on occasion, she said that this took place only when he brought drugs into the house. (Husband argued that Wife, too, lived well, but the trial court did not appear to find his testimony in this regard significant or credible.[4] Wife testified that Husband had " another life going on [that she] didn't know about," which included heavy drinking, drug use, and affairs. He was rarely home at night, and she testified that she suspected he was with other women.

The marriage was volatile well before the couple separated for the last time. Wife testified that in 2006, she got a phone call in the middle of the night from a woman claiming to be Husband's girlfriend. Husband was out of the house, and Wife tracked him down by calling another romantic interest of Husband, with whom he was out at the time. Wife threw his belongings onto the front lawn and he moved out of the house, but they reconciled several months later. Mr. Kogok recalled ...


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