DISTRICT COURT OF APPEAL OF FLORIDA

SECOND DISTRICT

BETH HELMICK, individually and as assignee of 

Catharine Anderman,

Appellant,

v.

AARON M. TAYLOR,

Appellee.

No. 2D22-3658

April 3, 2024

Appeal from the Circuit Court for Sarasota County; Charles E. Williams, 

Judge.

Joel W. Walters and Bailey Lowther of Walters Levine & DeGrave, 

Sarasota, for Appellant.

David A. Wallace and Brian D. Goodrich of Bentley Goodrich Kison, P.A., 

Sarasota, for Appellee.

LABRIT, Judge.

Beth Helmick sued her former son-in-law Aaron Taylor for breach 

of contract. Mrs. Helmick alleged that she was an intended third-party 

beneficiary of a marital settlement agreement (MSA) between Aaron and 

Mrs. Helmick's daughter Karen. The trial court entered final summary 

judgment in Aaron's favor. Because the MSA is unambiguous and lacks 

a clear intent to benefit Mrs. Helmick, we affirm the judgment.
2

Background

Aaron and Karen married in 2008. During the marriage, Mrs. 

Helmick and her mother Catharine Anderman loaned Aaron certain 

sums of money.1 Aaron and Karen later divorced, and they executed the 

MSA in 2018 at the conclusion of their dissolution proceedings. The 

MSA identifies Aaron and Karen as the parties to the agreement and 

states that they "made [the MSA] to settle once and for all what is owed 

to each other and what can be expected from each other." 

Consistent with this purpose, the first two paragraphs of the MSA 

divide up the couple's personal property and real property interests. The 

third paragraph then explains that "the parties incurred certain debts 

and obligations" during their marriage, and it apportions them between 

the parties. The MSA lists six marital debts that Aaron "shall pay"—a 

mortgage, two credit card debts, a boat loan, the loan from Mrs. Helmick, 

and the loan from Mrs. Anderman—and six marital debts that Karen 

"shall pay"—four credit card debts and two student loans. The 

remainder of the MSA divides up marital assets; sets forth the parties' 

agreements on alimony, attorneys' fees, and other matters not pertinent 

to this appeal; provides that Florida law governs; and states that its 

terms "shall inure to the benefit of and be binding on the respective 

heirs, next of kin, executors and administrators of the parties and any 

benefitted third parties."

Approximately twenty-one months after Aaron and Karen signed 

the MSA, Mrs. Helmick sued Aaron for its alleged breach. Mrs. Helmick 

claimed that Aaron failed to pay the amounts he agreed to pay her and 

1 The precise amount loaned is unclear from the record, but the 

amount is immaterial to the determinative issue here—whether Mrs. 

Helmick is an intended beneficiary of the MSA. 
3

Mrs. Anderman under the MSA.2 Mrs. Helmick also alleged that "it was 

the clear and manifest intent" of the contracting parties to "primarily and 

directly benefit" her, and she sought to enforce the terms of the MSA as 

an intended third-party beneficiary.

Aaron moved for summary judgment on Mrs. Helmick's claim, 

arguing that neither she nor Mrs. Anderman were intended beneficiaries 

per the unambiguous language of the MSA. Mrs. Helmick filed her own 

summary judgment motion in response, agreeing that the MSA was 

unambiguous but arguing that it "clearly reflects an intention to benefit" 

her and her mother "by virtue of its clear language providing for payment 

of agreed amounts." After a hearing, the trial court granted Aaron's 

motion and denied Mrs. Helmick's motion. It found that "the 

unambiguous purpose of the MSA was to divide up what Aaron and 

Karen Taylor understood were their assets and existing liabilities," and 

that the MSA did not express a clear intent to benefit Mrs. Helmick or 

Mrs. Anderman. The trial court entered final judgment in Aaron's favor 

based on this finding. Mrs. Helmick timely appealed. 

Discussion

We review the trial court's summary judgment ruling and its 

interpretation of the MSA de novo. See Fitness Int'l, LLC v. 93 FLRPT, 

LLC, 361 So. 3d 914, 918 (Fla. 2d DCA 2023). To establish her claim for 

breach of the MSA as an alleged third-party beneficiary, Mrs. Helmick 

had to prove four elements: "(1) existence of a contract; (2) the clear or 

manifest intent of the contracting parties that the contract primarily and 

directly benefit [her]; (3) breach of the contract by a contracting party; 

and (4) damages to [her] resulting from the breach." OTI Fiber, LLC v. 

2 Mrs. Helmick received an assignment of Mrs. Anderman's loan 

interest and sued Aaron to recover both loan amounts. 
4

CenterState Bank, N.A., 326 So. 3d 743, 747 (Fla. 2d DCA 2021) (quoting 

Mendez v. Hampton Ct. Nursing Ctr., LLC, 203 So. 3d 146, 148 (Fla. 

2016)). This appeal involves the second element—the contracting parties' 

intent—which we hold is lacking. We need look no further than the 

terms of the MSA to reach this holding.

Marital settlement agreements "are construed the same as any 

other contract." Herbst v. Herbst, 153 So. 3d 290, 292 (Fla. 2d DCA 

2014). Thus, "[i]f the terms of the agreement are unambiguous, they are 

treated as evidence of the parties' intention and the agreement's 

meaning." Id. Mrs. Helmick and Aaron agree that the terms of the MSA 

are unambiguous, but they urge us to draw very different conclusions 

from those terms in discerning the contracting parties' intent.

For her part, Mrs. Helmick argues that because the third 

paragraph of the MSA identifies her and Mrs. Anderman by name, states 

the amounts owed to each, and provides that Aaron "shall pay" those 

amounts, the contracting parties clearly intended to bestow a benefit on 

her and Mrs. Anderman. She bases this interpretation on a few lines 

within the MSA. But we "may not isolate a single term or phrase" in 

determining the contracting parties' intent because "the goal is to come 

to a reasonable interpretation of the language in the context of the entire 

agreement." Id.

When read in its entirety, the MSA did precisely what Aaron and 

Karen stated that it would: it settled what they "owed to each other" and 

"expected from each other" after their marriage dissolved. In line with 

this purpose, the third paragraph of the MSA established how the 

contracting parties agreed to satisfy their marital debts. They divvied 

those debts up and identified which creditors each party would pay to 

satisfy the debts. The MSA listed Mrs. Helmick and Mrs. Anderman by 
5

name; it also listed all but one of the parties' other creditors by name. In 

short, the debts owed to Mrs. Helmick and Mrs. Anderman were treated 

in the same manner as were the debts owed to credit card companies, 

student loan providers, and other commercial creditors. And the intent 

behind these undisputedly unambiguous provisions of the MSA was to 

memorialize who would pay which creditor, not to primarily and directly 

benefit any creditor as a third-party beneficiary.3 See Greenacre Props., 

Inc. v. Rao, 933 So. 2d 19, 23 (Fla. 2d DCA 2006); Hunt Ridge at Tall 

Pines, Inc. v. Hall, 766 So. 2d 399, 400–01 (Fla. 2d DCA 2000); see also 

Renny v. Bertoloti, 252 So. 3d 761, 765–66 (Fla. 4th DCA 2018) ("Had the 

[settlement agreement] truly been intended to release Bertoloti . . . it 

would have said so more explicitly."); Se. Fid. Ins. v. Suwannee Lumber 

Mfg. Co., 411 So. 2d 950, 951 (Fla. 1st DCA 1982) (noting that the "mere 

listing" of a lienholder on the face of an insurance contract does not 

make the lienholder a third-party beneficiary).

We also hesitate to adopt a rule presuming that creditors who are 

specifically named in a marital settlement agreement for purposes of 

3 This factor distinguishes this case from Manz v. Palomino (In re 

Palomino), 355 B.R. 349 (Bankr. S.D. Fla. 2006), a nonbinding 

bankruptcy court decision Mrs. Helmick urges us to follow. She 

contends that the MSA in Palomino is "effectively identical" to the MSA 

here. But the MSA in Palomino included a provision for the direct and 

primary benefit of the former wife's divorce attorney. See id. at 352, 358. 

Through that provision, the former husband agreed to pay the attorney 

an agreed-upon sum within ninety days from the date of the agreement 

"in full and satisfactory settlement of all attorneys' fees orders, awards, 

entitlements, and requests to date." Id. at 352. And the parties reached 

this agreement while the amount of attorneys' fees the former husband 

owed was still in dispute. See id. Here, the MSA simply restates the 

parties' preexisting debts, and it contains no payment terms or other 

language that conveys a new or additional benefit on any of the parties' 

creditors. Thus, the MSA could not have been intended for the creditors' 

primary and direct benefit, in sharp contrast to the MSA in Palomino. 
6

dividing up marital debts are intended third-party beneficiaries of such 

agreements. Marital settlement agreements "are highly favored in the 

law," Watts v. Goetz, 311 So. 3d 253, 259 (Fla. 2d DCA 2020), and the 

Florida Family Law Rules of Procedure promote the mediation and 

amicable resolution of family law matters, see, e.g., Fla. Fam. L. R. P. 

12.740. Permitting creditors who are specifically named in marital 

settlement agreements to enforce such agreements—without the 

contracting parties having clearly intended this result—seemingly would 

cut against these interests and could discourage parties from settling at 

the risk of exposing themselves to additional litigation and further 

liability. Relatedly, such a rule could revive stale or nonviable claims 

that creditors might not have been able to pursue or prove but for the 

parties divorcing and dividing up their debts by agreement. Our holding 

avoids these contingencies, while remaining true to the principle that a 

third party "is an intended beneficiary only if the parties to the contract 

clearly express, or the contract itself expresses, an intent to primarily 

and directly benefit the third party." See Caretta Trucking, Inc. v. Cheoy 

Lee Shipyards, Ltd., 647 So. 2d 1028, 1031 (Fla. 4th DCA 1994).

The trial court correctly determined that the MSA expresses no 

such intent to benefit Mrs. Helmick or her mother. We therefore affirm 

the final judgment on Mrs. Helmick's claim under the MSA.

Affirmed.

LaROSE and KHOUZAM, JJ., Concur. 

Opinion subject to revision prior to official publication.