Woodward, Arthur, Rodowsky, Lawrence F. (Retired, Specially Assigned), JJ.
This case concerns the interpretation of an agreement to divide marital property in connection with a divorce. The case specifically concerns whether the wife relinquished her interest in a capital-loss carry-forward that resulted from activity in the couple's jointly-titled investment accounts when she relinquished any interest "in" the accounts themselves. Holding that she had, the Circuit Court for Anne Arundel County directed the entry of summary judgment in her ex-husband's favor. We shall reverse.
Ms. Baker presents several questions and sub-questions for our review, which we restate as follows:
I. Did the circuit court err in denying Ms. Baker's motion for summary judgment on the ground that the marital property agreement unambiguously entitled Mr. Baker to 100 percent of the capital-loss carry-forward as an interest in the couple's jointly-owned investment accounts?
II. Alternatively, did the circuit court err in not finding an ambiguity in the agreement as to how the capital-loss carry-forward should be divided, thus precluding summary judgment for either party and requiring a trial on the facts?
III. Should this Court, if it reverses and remands in Ms. Baker's favor on the issue of breach of contract, reinstate Mr. Baker's prior alternative claim of unjust enrichment?
For the reasons that follow, we answer affirmatively as to the first issue, reverse the circuit court's judgment, and direct the court to enter summary judgment in Ms. Baker's favor. We find it unnecessary to reach the second issue, as the agreement was not ambiguous. As to the third issue, we hold that Mr. Baker cannot reassert a quasi-contractual claim for unjust enrichment when he is bound by an express, written contract.
Factual and Procedural History
I. Terms of Divorce Agreement
Christopher and DeAnn Baker were divorced in the Circuit Court for Anne Arundel County on September 15, 2010. Their Voluntary Separation and Property Settlement Agreement (the "Agreement") was incorporated, but not merged, into the judgment of absolute divorce.
The Agreement addressed the issues of alimony, child support, child custody, the division of marital property, and visitation. It allocated various parcels of real estate to one spouse or the other and, in the case of one parcel, arranged for it to be sold and for the proceeds (and capital gains) to be equally divided. Similarly, the Agreement set the terms for the division of the parties' automobiles and their personal property. In addition, the Agreement required Mr. Baker to pay $1.135 million to Ms. Baker, as a monetary award, over the course of five years.
Section 19 of the Agreement set the terms for allocation of the couple's investment accounts. Section 19.02, which forms the crux of this dispute, states as follows:
Wife hereby relinquishes to Husband any interest she might have in any jointly titled investment or bank accounts. It is agreed that Wife shall promptly sign whatever assignments, waivers, or other documents are reasonably necessary to effect a transfer of interest from both parties into the sole and exclusive ownership of Husband. Husband shall be solely responsible for any loans associated with or secured by those accounts.
II. The Capital-Loss Carry-Forward
At the time of the divorce, the parties had a capital-loss carry-forward that resulted from losses in their investment accounts. The carry-forward came about because the Internal Revenue Code (the "I.R.C.") limits the amount of a capital loss that taxpayers may use to reduce their tax liability in any given year, but allows taxpayers to defer (or carry-forward) the excess loss to reduce tax liabilities in future years. Hence, a capital-loss carry-forward is, in essence, a kind of a deferred tax-benefit.
To illustrate, if an individual taxpayer generates a capital loss (i.e., the loss from the sale or exchange of any capital asset) in a given year, the taxpayer, to reduce a tax liability, may offset the loss against any capital gains from that year. If the taxpayer's aggregate losses exceed the capital gains in that year, he or she may also deduct up to $3, 000.00 of the excess loss against ordinary income. See I.R.C. § 1211(b). The taxpayer then may "carry forward" any unused capital losses to the following year. See I.R.C. § 1212(b). In each future year in which that carried-forward loss remains, the taxpayer ...