Vaughn v. Vaughn (In re Vaughn)
Vaughn v. Vaughn (In re Vaughn)
Opinion of the Court
*453Philip Vaughn appeals from the trial court's postjudgment order concluding that his outstanding debt on a loan from a family partnership-in which his ex-wife, Charlene Yu Steele Vaughn, is a limited partner-was nondischargeable in bankruptcy.
*230( Code Civ. Proc., § 904.1, subd. (a)(2).) Philip
FACTUAL AND PROCEDURAL HISTORY
In May 1995, Charlene's parents created CJPM Family Partnership, Ltd. Charlene's parents are the general partners of CJPM. They have "full, exclusive, and complete authority and discretion in the management and control of the business of the [p]artnership." Charlene, her parents, and her three siblings are limited partners of CJPM. No limited partner is liable for the "debts, liabilities, contracts, or any other obligations of the [p]artnership."
Each partner has a capital account in the partnership. Charlene's account contains 20 percent of the partnership's total capital. The amount of money distributed to a partner, the partner's share of partnership losses, and the amount of the partner's liabilities that are assumed by the partnership all decrease a partner's capital account.
Philip and Charlene married in June 1995. Ten years later, CJPM made three loans to Philip totaling $150,000. The promissory notes name Philip as the borrower and CJPM as the note holder. The loans were credited against Charlene's partnership interest. Her capital account was reduced by $150,000.
In 2009, Philip executed a new promissory note for $150,000, restating the total amount he had borrowed from CJPM. The note provided for 8 percent annual interest. Interest began to accrue from the date of the notes that were executed in 2005.
Philip did not repay his debt to CJPM. He and Charlene divorced in 2011. Section 9.3 of their stipulated dissolution judgment awarded Charlene "[a]ll rights, title[,] and interest to any community interest that may exist in [CJPM]." Section 10.1 assigned to Philip, as his separate obligation, his debt to CJPM. It also required Philip to "indemnify and hold [Charlene] harmless from" that debt.
Section 11.0 of the judgment is a separate warranty clause:
[E]ach party has released the other from any and all liabilities, debts[,] or obligations that have been or will be incurred[,] and each party shall indemnify and hold the other harmless therefrom. If any claim, action[,] or proceeding hereafter shall be brought seeking to hold the other party liable on account of any such debt, *455liability[,] or obligation, the party who incurred such debt, liability[,] or obligation will[,] at his or her sole expense, defend the other party against any such claim or demand or threat thereof ....
Later that year, Philip filed for Chapter 7 bankruptcy. All of his debts, including his loan from CJPM, were discharged.
In 2015, Charlene moved to reopen bankruptcy proceedings to obtain a ruling that Philip's debt to CJPM was nondischargeable. The bankruptcy court declined to reopen the case. It did not decide whether the debt was dischargeable.
*231Charlene moved to recover Philip's CJPM debt in the trial court. Charlene testified that the money loaned to Philip came from her share of CJPM. She said Philip acknowledged that he knew the loan came from her share. She also said she is responsible for the loan to Philip, as implied by the CJPM partnership agreement. Her father confirmed this. Charlene's capital account in the partnership was reduced by the amount of the unpaid loan.
The trial court determined that Philip's CJPM debt was nondischargeable. It concluded that the debt did not have to be directly payable to Charlene to fall under the exemption set forth in section 523(a)(15). The court calculated that Philip owes Charlene $345,963, representing $150,000 principal plus accrued interest.
DISCUSSION
A Chapter 7 bankruptcy generally discharges all of an individual's debts, but there are exceptions. ( In re Hicks (Bankr. D.Mass. 2005)
Whether Philip's debt to CJPM is nondischargeable presents a mixed question of law and fact. ( Miller v. United States (9th Cir. 2004)
If section 523(a)(15) 's meaning is unclear, we examine its legislative history to determine Congress's intent. ( Pacific Palisades Bowl Mobile Estates, LLC v. City of Los Angeles (2012)
We review the trial court's resolution of disputed facts and inferences for substantial evidence. ( HLC Properties, Ltd. v. Superior Court (2005)
Philip's debt to CJPM is a debt to a former spouse
Philip first contends section 523(a)(15) 's meaning is "clear and unambiguous," and requires that his debt be payable directly to Charlene to be nondischargeable. ( In re Reinhardt (Bankr. M.D.Fla. 2012)
Section 523(a)(15) 's legislative history supports a broad interpretation. For over a century, Congress has sought to protect a debtor's spouse and children *457in bankruptcy proceedings. ( Beale v. Kurtz (Bankr. S.D.Ind. 2008)
As enacted, section 523(a)(15) worked in conjunction with section 523(a)(5). ( In re Cordia (Bankr. N.D.Ohio 2001)
In 2005, Congress enacted the Bankruptcy Abuse Protection and Consumer Protection Act (BAPCPA). ( In re Wodark (10th Cir. BAP 2010)
The elimination of the words "to a spouse, former spouse, or child" from section 523(a)(5) necessitated their addition to section 523(a)(15), given the latter's reference to the former. ( Wodark , supra , 425 B.R. at p. 838.) Thus, rather than narrowing the scope of debts exempt from discharge pursuant to section 523(a)(15), as Philip maintains, BAPCPA restated them. ( Ibid. ) It did not add a "direct pay" requirement. ( In re Francis (9th Cir. BAP 2014)
Prior judicial interpretations of section 523(a)(5) reinforce our conclusion. Before BAPCPA's enactment in 2005, the phrase "to a spouse, former spouse, or child" was part of section 523(a)(5). Most courts broadly interpreted that phrase "to provide an exception from discharge for certain debts to third parties ... when the debts were incurred ... in furtherance of domestic support obligations." ( In re Langman (Bankr. D.N.J. 2012)
We presume Congress was aware of and adopted this interpretation when it enacted BAPCPA. ( Harrison , supra , 48 Cal.3d at p. 329,
Here, the trial court correctly determined that Philip's debt to CJPM is a debt to a former spouse. Philip's loan came from Charlene's share of CJPM. The debt was credited against her partnership interest, and her *459capital account was reduced accordingly. Philip's failure to repay the debt adversely affects Charlene's finances. The debt is therefore "to a former spouse" pursuant to section 523(a)(15).
Philip's concern that our interpretation of section 523(a)(15) will lead to inequitable results is misplaced. In Reinhardt , supra ,
Philip's promise to repay his debt was incurred in connection with a divorce decree
Philip next contends only his promise to indemnify and hold Charlene harmless for his debt to CJPM-and not his promise to repay that debt-was incorporated into the dissolution judgment and is thus nondischargeable. ( In re Brown (Bankr. S.D.Ga. 2013)
Section 10.1 of the dissolution judgment awarded to Philip, as his separate debt, the CJPM loan. The promissory note on that loan requires Philip to repay the $150,000 he borrowed. Philip's promise to repay his debt to CJPM was incorporated, by reference, into the dissolution judgment. ( Flynn v. Flynn (1954)
The warranty clause in section 11.0 of the dissolution judgment also includes Philip's promise to repay the CJPM debt. To "indemnify" a person is to "save [them] from a legal consequence of the conduct of one of the parties , or of some other person." ( Civ. Code, § 2772, italics added.) It is "the obligation resting on one party to make good a loss or damage another party has incurred." ( Rossmoor Sanitation, Inc. v. Pylon, Inc. (1975)
While indemnity usually relates to third party claims, it may also refer to direct liability. ( *460Zalkind v. Ceradyne, Inc. (2011)
In section 11.0 of the dissolution judgment, Philip released Charlene "from any and all liabilities, debts[,] or obligations" that he had incurred, and "indemnif[ied] and [held her] harmless therefrom." (Italics added.) He also agreed to defend her against "any claim, action[,] or proceeding ... seeking to hold [her] liable on account of any such debt, liability[,] or obligation." (Italics added.) The use of such broad language demonstrates the parties' intent that the warranty clause refer to both direct and third-party liability. ( Hot Rods, LLC v. Northrop Grumman Systems Corp. (2015)
*235Because they did not, the warranty clause requires Philip to indemnify Charlene for the losses she suffered when he failed to pay his CJPM debt. That promise is nondischargeable.
The statute of limitations does not bar Charlene's action
Philip next contends that, even if his CJPM debt was nondischargeable, he cannot be forced to pay it because the statute of limitations has run. (See Code Civ. Proc., § 337 [four-year statute of limitations to enforce obligations in a promissory note].) He bases his contention on the assumption that CJPM would have to bring a claim against Charlene to recover Philip's unpaid debt, and Charlene would then have to bring a claim against him to recover her damages. But Charlene's right of recovery is based on the dissolution judgment, not an action to enforce the promissory note. The statute of limitations for the enforcement of a dissolution judgment is 10 years. ( Code Civ. Proc., § 337.5, subd. (b) ; see In re Marriage of Hanley (1988)
The trial court properly calculated the amount owed
Finally, Philip contends Charlene is entitled to recover, at most, $150,000 because her capital account has not been charged interest. He cites no evidence in support of this contention. ( People v. Garza (2005)
*461Even if it were not, Charlene seeks to enforce the dissolution judgment. The judgment incorporates Philip's promissory note. The note requires Philip to repay his CJPM loan at 8 percent annual interest. The trial court's calculation was correct.
DISPOSITION
The judgment is affirmed. Charlene Yu Steele Vaughn shall recover costs on appeal.
We concur:
YEGAN, Acting P. J.
PERREN, J.
We use the parties' first names for clarity.
All undesignated statutory references are to title 11 of the United States Code.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.