IN THE COURT OFAPPEALS OF THE STATE OF WASHINGTON DIVISION ONE In the Matter ofthe Marriage of 

### ) No. 78694-6-I SAEED KALEY, 

### )

Appellant, 

### ) UNPUBLISHED OPINION and 

### ) NANCY KALEY, 

### ) ) Respondent. 

### ) FILED: December30, 2019 SCHINDLER, J.

— Saeed Kaley appeals the superior court decision on revision to enforce his agreementto pay maintenance to Nancy Kaley after she remarried. We conclude the court erred in relying on the doctrine of promissoryestoppel to enforce the agreement and to award attorney fees. Because the unchallenged findings and the record establish thatthe parties entered into an enforceable agreementexpressly superseding and replacing the maintenance provision in the separation contract, we affirm entryofthejudgment. However, we reverse the award ofattorneyfees and remand. Separation Contract Saeed and Nancy Kaleywere married for31 years. On February 26, 2013, Saeed and Nancy1 entered into a “Property SettlementAgreement and Separation

1 Forclarity, we referto the parties bytheirfirst names. We intend no disrespect.No. 78694-6-112

Contract” (Separation Contract). Atthe time, Nancywas 54-years-old. Their primary assetwas the residence. Nancy agreed to transfer her interest in the residence to Saeed and execute a quitclaim deed. Saeed agreed to pay Nancyspousal maintenance of$2,000 a month from “July 15, 2013 through May 15, 2024” and that “maintenance shall be non-modifiable” as to amount orduration. The provision on maintenance states, in pertinent part: MAINTENANCE. Husband shall pay spousal maintenance to Wife in accordance with the schedule setforth in Exhibit ~

. . . In the eventthat Nancy Kaley remarries, spousal maintenance payments pursuantto this Agreement shall cease ifthey have not alreadydone so according to the schedule in Exhibit D.

. . . The parties agree that spousal maintenance shall be non-modifiable as to either amount orduration. The parties agreed that “[un the eventthis marriage is dissolved, this Agreement shall be incorporated into the Decree ofthe court”; however, “[p]ursuantto RCW 26.09.070(5), it is agreed thatthisAgreement shall not be filed with the court unless it is necessaryforenforcement purposes.” The Separation Contract states that “[t}his writing constitutes the entire agreement between the parties.

. . . No modification hereof shall be binding unless in writing and executed by both parties with the same formalities
as this agreement.” Decree of Dissolution The court entered the decree ofdissolution on March 27, 2013. The decree awards Saeed the residence as separate property as “setforth in the separation

2 Exhibit D states: Maintenance Schedule 1. From July 12, 2012 through December 15, 2012, $1,200 per month. Wife acknowledges receiptofall such funds as ofthe signing ofthisAgreement. 2. From January 15, 2013 through June 15, 2013, $1,500 per month. Wife acknowledges receipt ofthe paymentdue January 15, 2013. 3. From July 15, 2013 through May 15, 2024, $2,000 per month. 2No. 78694-6-1/3

contract.

. . executed bythe parties on February26, 2013”that “is incorporated by reference as part ofthis Decree,” but “pursuant to RCW26.09.070(5), the separation contract is notfiled with the court.” The decree states, “Maintenance shall be paid as setforth in the separation contract” previously referenced. AcireementTo Modify S~ousal Maintenance In 2014, Nancy and Michael Pramhus lived together. On December2, 2014, Saeed sent an e-mail to Nancy. Saeed said that even if Nancy decided to marry Pramhus, he would pay maintenance ifshe agreed to sign a release so he could qualify fora construction loan. The December2 e-mail states, in pertinent part: Ifyou agree to release me (only on paper) from paying maintenance agreement starting on Jan[uary} 1st 2015, I’ll front load the monthly maintenanceto $2,500 per month forthe next 7.5 years. Instead ofthe original $2,000/ month forthe remaining 9.5 years. AND I will agree to paythe entire 1RS13] assessment myself (will refund you for last couple of deductions). AND I will payyou an additional $1 000 (on top ofthe usual $1 000) as a [Christ]mas gift on Dec[ember] 15th. Please be assured that I WILL make the maintenance payments and will not backout of my obligation in anyway. I give you myword. I am willing to share this email with both [oursons] so you can be sure I am nottrying to pull a trick on you here. All I want is a legal documentto release me (on paper) from paying maintenance, so I don’t have to disclose itto the bank and qualifyfor my construction loan. This will be a tremendous help to me and I hope that itwill also help you out as well. However, [i]fyou feel uncomfortable aboutthis proposal in anyway, then don’t do it. I have otheroptions that I am pursuing right now. Ijust need to know ifyou are interested or notfairly soon. Nancytold Saeed she was not interested in the proposal. In spring 2016, the Lake Washington Institute ofTechnology did not renew Nancy’s contract. Nancy had worked atthe Lake Washington Institute ofTechnology

~ Internal Revenue Service.
3No. 78694-6-1/4

for 19 years. Nancy “had no plans to remarry until afterthe period ofspousal maintenance had ended.” However, Nancy asked Saeed if he would agree to continue paying maintenance ifshe married Pramhus in orderto obtain medical coverage. Atthe time, Saeed was in the process oftrying to obtain a bank loan for$1 million. Saeed agreed to pay Nancy maintenance until 2024 even ifshe married Pramhus ifshe agreed to provide proofthat she had remarried and execute a documentthat he could provide to the bank stating that he would not have to pay maintenance underthe decree of dissolution. Nancy agreed to marry Pramhus in May and execute a notarized document that Saeed could provide to the bank. On May4, 2016, Nancy signed a notarized documentthat states: Saeed, I’d like to inform you that I will be getting married to Michael Pramhus, this month (May of2016). As such, per ourdivorce decree (dated March 27, 2013), you will not have to pay me the monthly maintenance of$2,000 any longer

- starting in June 2016. I will mail you a copy of my Marriage Licensewhen executed, foryour records.[4] Two days lateron May 6, 2016, Saeed executed a notarized promissory note that supersedes the Separation Contract and the “decree, related to

. . . s~ousal maintenance,” and expressly states Saeed agrees to continue to pay maintenance after Nancy remarries: PROMISS[OJRY NOTE: This document supersedes all previous agreements, including their divorce decree, related to Saeed Kaley’s spousal maintenance obligations to Nancy Kaley.

~ Emphasis in original.
4No. 78694-6-1/5

I understand thatyou, Nancy Kaley are intending on getting married in May2016. I promise, as originally agreed, to continue to payyou spousal maintenance in the sum of$2,000 a month, in two $1000 monthly installments, directly deposited to your bank account, through until your birthday at age of66 in May of2024. The last paymentwill be made on May 15, 2024. Saeed Kaley Date 

### [1 5-6-2016.[~] On May 6, Saeed sent a text message to Nancy’s sister Laurel Case asking her to arrange a meeting with Nancy as soon as possible to obtain the document she executed forthe bank. The May 6 text message states: Laurel: I had not asked forthis recent round ofchanges / negotiations to ourdivorce decree. And was already in the middle of my permanent financing process with my bank. When Nancy approached me about marriage lastweek, I reached outto my bank and told them the situation has changed and asked to revise my loan amountto pay offsome other private debts I took on to finish the new house. The mortgage broker is sending my loan package forapproval on Mondaywith appraisal and otherapplication documents. If I don’t getthe documentfrom Nancy by Monday, I will revert backto the original loan amount and will not pursue this new option and will not agree to our arrangements. This is my reason forgetting the doc[ument]s this weekend. Justthoughtyou should have the whole story, as it is difficultto reason /communicate with Nancy. On Monday, May 9, Saeed met Nancy and hersisterat Starbucks to exchange the notarized documents. Shortlythereafter, Nancyand Pramhus married. On June 3, Saeed sent Case a text message asking herto make sure Nancy sent him a copy ofthe marriage license. The June 3 text message states: Hi Laurel, I have senttwo texts asking Nancyto send me a copy of her marriage license, as the bank needs it. I have not received any response. Would you please ask herto forward a scanned copy ora picture to me? Thanks. Saeed.

~ Emphasis in original.
5No. 78694-6-1/6

Saeed paid Nancy maintenance of$2,000 a month from May until September 1, 2016. On September 16, 2016, the bank issued a loan to Saeed for$1 million. After obtaining the loan, Saeed refused to pay maintenance to Nancy. Nancy contacted Saeed aboutthe delinquent maintenance payments. In an e-mail dated March 16, 2017, Saeed told Nancy, “Notsure whatthere is to discuss. You are married and maintenance is no longerdue! End ofstory.” Motion To Enforce On July 25, 2017, Nancyfiled a motion on the family law motion calendarto enforce the agreementto pay maintenance. Nancy argued she and Saeed agreed to change the terms ofthe Separation Contract and the promissory note gave herthe right to continue to receive spousal support payments. Nancyfiled a declaration stating that if Saeed had not agreed to continue to pay maintenance, she would not have married Pramhus. Saeed filed a motion to strike ordismiss. Saeed asserted Nancy improperly noted the motion on the family law motion calendar instead ofthe trial by affidavit calendar.6 Saeed also argued the decree states Nancy is not entitled to maintenance aftershe remarried. Saeed filed a declaration in support ofthe motion to dismiss. Saeed cited the notarized document Nancy executed on May4, 2016 that states there “would be no maintenance payments once she re-marries.” Saeed states Nancy “gave
me this statement as I had previously requested itto be presented for my potential lender, because she told me she was planning to get married to be able to be placed on her new husband’s medical insurance.” Saeed conceded that “[o]n May 6, 2016, I

6 Unless otherwise assigned bythe court, support-only modification trials shall be heard on the Trial byAffidavit Calendar by a Family Law Commissioner.’ King County Local Family Law Rule 14(d)(3). 6No. 78694-6-1/7

signed a documentwhere I stated that I would continue to paythe maintenance despite my ex-wife’s re-marriage.” But Saeed argued, “I did not receive any consideration” for entering into the promissory note. A superior court commissionerentered an orderon the motion to enforce or clarifythe decree. The orderstates, ‘The courtfinds thatthe parties were precluded from modifying [maintenance] by petition, but not by agreement,” and incorporates the promissory note as an exhibit. The commissionerdid not rule on the amount owed. The order states, “The court directsthe Wife to file a new/separate Motion to Enforce
nowthatthe Husband’s agreed modification has been incorporated into a court order.” Saeed filed a motion to revise the commissioner’s ruling. Saeed argued the commissionererred by considering the motion on the family law motion calendar, the evidence did not supportfinding there “was an enforceable agreementto modify postdecree maintenance,” and the “alleged modification” did not complywith the same required formalities as the Separation Contract incorporated in the decree. The court granted the motion. The courtfound there were disputed issues that should be resolved in a trial by affidavit. The orderstates, “The court in vacating the Commissioner’s Order does not reach a decision on the underlying merits ofthe dispute.” Trial byAffidavit On November27, 2017, Nancyfiled a petition to enforce the May 6, 2016 promissory note on the trial by affidavit calendar. Nancy argued the promissory note
was an enforceable agreement. In the alternative, Nancy argued the court should enforce the agreementto pay maintenance underthe doctrine of promissory estoppel. Nancysubmitted a declaration and the declaration of hersister Laurel Case. Case

7No. 78694-6-1/8

attached the text messages from Saeed. Case states Saeed ‘appeared desperate to get Nancy’s signed paper ‘in time,’ and then laterto get additional documentation to his lender.” Case said Saeed told “me in his own words” that his “intent”was to modifythe terms ofthe decree on maintenance. Case asserts that absentthe promissory note, Nancywould not have remarried: For her part, Nancywas clear at all times that she would not get married to someone else if it meant losing herspousal maintenance. She and Saeed had mostly debt and very little propertywhen they divorced, so the long-term maintenance award was the only “asset” she received after 30 years of marriage.

. . . She would not have married Michael in 2016 withoutthe signed assurance from Saeed that he would continue to pay spousal maintenance, even ifshe married. Atthe time, she told me she was between jobs and was facing a high health insurance payment unless she was able to be added to Michael’s benefits as his spouse. The idea— being able to get married but also receiving maintenance—was something Saeed had suggested on anotheroccasion—on his terms, so itwasn’t a brand new idea proposed forthe firsttime by Nancy. I recall Nancy discussing that idea with me in 2014 when Saeed first raised it. Thatwas alsowhen he was trying to get a different loan. Nancy did not marry Michael until she had Saeed’s promise in writing, notarized, to give her assurance that maintenancewould notterminate as a result.t7] Saeed argued the agreementto modifyspousal maintenancewas not enforceable because the notarized document Nancy executed on May4, 2016 and the May 6, 2016 promissory note do not complywith the Separation Contract requirement that no modification “shall be binding unless in writing and executed by both parties with the same formalities as this agreement.” Saeed also argued that because the Separation Contract governs, promissory estoppel does not apply. The commissionerentered an “Order Modifying Decree.” The commissioner found thatthere “was an express agreementto modifythe Decree” and that “the documents signed and notarized” bythe parties on May4, 2016 and May 6, 2016

~ Emphasis in original.
8No. 78694-6-1/9

“satisfythe requirements that both parties sign a modification and thatthe modification be done with the same formalities as the [Separation Contract] (which was signed and notarized).” The commissionerfound Saeed agreed to pay Nancy maintenance after remarriage so that she could receive medical benefits and in exchange, she would provide documentation so he could obtain a loan: The Husband promised to paythe Wife ongoing spousal maintenance underthe terms ofthe parties’ [Separation Contract], notwithstanding her subsequent marriage in May2016. The parties understood thatthe Wife would benefitfrom receiving medical coverage through a newspouse, a benefitthatwas lostwhen theWife lost herjob shortly before this new agreementwas discussed and entered into. The Husband also suggested a benefitto him in this arrangement in 2014.

In consideration forthe Husband’s promise to continue payments beyond remarriage, the Wife signed a documentforthe Husband’s benefit stating that his obligation terminated. This was forthe purpose of assisting the Husband in qualifying fora loan. The Wife cooperated with the Husband’s demands to provide a copy of her marriage certificate to the lender. Text messages to theWife’s sisterverifythe Husband’s requests. The commissionerfound Nancy relied on Saeed’s promise to pay maintenance: TheWife relied on the Husband’s ongoing promise to pay spousal maintenance and would not have remarried but-for her reliance on the Husband’s promise to make ongoing payments. She married her current husband on May 9, 2016, afterthe Husband executed the agreementto continue paying spousal maintenance ifshe remarried. The commissioner ordered Saeed to pay Nancy $8,000 plus interest in unpaid spousal maintenance and $5,000 in attorney fees. Saeed and Nancy each filed a motion to revise the Order Modifying Decree. Saeed argued the commissionererred in finding the notarized May4, 2016 document

9No. 78694-6-1/10

executed by Nancy and the May 6, 2016 promissory note constitute an enforceable agreement. Saeed asserted the notarized documents did not complywith the terms of the Separation Contractthat prohibited modification unless “executed by both parties with the same formalities” as the Separation Contract. Saeed argued the notarized document Nancy executed on May4, 2016 clearly states Nancy “did not intend to modify maintenance.” Saeed also asserted the commissionererred in relying on promissory estoppel. Nancy argued the commissioner“erred in declining to enforce the agreement between the time when the Husband unilaterally stopped payments and the date the Wife filed her Petition to Modify.” The superior court disagreed with the commissioner’s finding thatthe “formalities required” bythe Separation Contractwere met and thatthe parties entered into an enforceable agreement. However, the courtfound that because “the parties’ intentto form a valid contract is evident,

. . . to prevent injustice to theWife,” Nancywas entitled to continued spousal maintenance underthe doctrine of promissory estoppel. The “Orderon Motion for Revision” states, in pertinent part: The courtfinds good cause to approve this Order, and specificallyfinds. The court disagrees with the Commissioneras to the presence ofa valid contract, finding thatthe formalities required bythe [Separation Contract] (merged into the Decree) were not met, butthatthe parties’ intentto form a valid contract is evident, thus is a “failed contract” situation. Under a promissory estoppel theory, to prevent injustice to theWife, the court has authorityto grantthe equitable relief requested. Specifically, the elements of promissory estoppel are met as follows: (1) Promiseto pay. The Husband very clearly promised to pay maintenance to theWife until May2024, even ifshe remarried. There is no dispute aboutthe terms ofthis promise.

10No. 78694-6-I/Il

(2) Expectation thatWife would rely on this promise. Yes. Both parties understood thattheWife would remarry, but only ifshe had the Husband’s promise to continue paying maintenance. (3) Chancje of position. The Wife changed her position. She remarried, after receiving the signed Note/Promise from the Husband. (4) Justifiable reliance. The court rejects the argumentthattheWife should have known thatthe formalities required bythe [Separation Contract] were not met in the two documents the parties attempted to reflecttheiragreement. The court does not apply a “lawyer” standard to their interpretation and understanding ofwhatwas required. She waited until he provided the statement, and then she got married. (5) Injustice ifthe court did not award damaQes: Yes. This was a 31- year marriage. TheWife makes about $4,500/month. Her current husband, now retired, made $58,000/year. The Husband in this action (Saeed Kaley) works at Microsoftand reported $208,000 in earnings on his recenttax return. With theWife’s help (providing a marriage certificate), the Husband was able to qualifyfora $1 million loan and thus received the benefit ofthe Wife’s actions. She did not receive the benefit she expected, and there is an economic injustice ifthe court does not redress it.~8~ The court entered ajudgment against Saeed in the amount of$43,000 plus interestforthe maintenance payments he did not make to Nancy. The orderstates, “The Husband’s promise to paythe Wife maintenancewas effective and enforceable as ofthe date ofthe express, written agreement (labeled “promissory note”), May 6, 2016.” The court reserved ruling on attorneyfees. The court denied Saeed’s motion for reconsideration. On July 2, 2018, the court entered a supplemental orderawarding Nancy attorneyfees ofapproximately $22,500. The orderstates: This mattercame before the court on Nancy Kaley’s requestfor Modification/Enforcement of Saeed Kaley’s 5/6/2016 written promise to pay spousal maintenance as stated in the Decree of Dissolution, even if Nancy remarried. The court granted Nancy’s requests on the basis of

8 Emphasis in original.
11No. 78694-6-1112

promissory estoppel. Saeed is ordered to pay Nancy spousal maintenance according to the 5/6/2016 promise he made, i.e., $2,000/month through May2024. Appeal ofOrderon Revision Saeed appeals the order on revision. Saeed contends the court erred by enforcing the promise to pay Nancyspousal maintenance aftershe remarried based on the doctrine of promissory estoppel. On a motion to revise a commissioner’s decision, the superior court reviews de
novo the findings offact and conclusions of law ofthe commissioner based upon the evidence and issues presented to the commissioner. State v. Ramer, 151 Wn.2d 106, 113, 86 P.3d 132 (2004). Where, as here, the superior court does not agree with the decision ofthe commissioneron revision, we review onlythe superior court decision. Ramer, 151 Wn.2d at 113. The superior court is ‘authorized to determine its own facts based on the record before the commissioner.” In re Marriac~e of Dodd, 120 Wn. App. 638, 644, 86 P.3d 801 (2004). Saeed contends that because the parties’ agreementto modify maintenance did not complywith the requirements ofthe Separation Contract, the court did not have jurisdiction to enforce the promissory note. RCW 26.09.170(2) states that “[u]nless otherwise agreed in writing orexpressly provided in the decree,” the “obligation to payfuture maintenance is terminated” upon the remarriage ofthe party receiving maintenance. RCW26.09.070(7) states: When the separation contract so provides, the decree may expressly preclude or limit modification ofany provision for maintenance setforth in the decree. Terms ofa separation contract pertaining to a parenting plan forthe children and, in the absence ofexpress provision to the contrary, terms providing for maintenance setforth or incorporated by reference in the decree are automatically modified by modification ofthe decree.

12No. 78694-6-1113

RCW26 09.070(5) states: Unless the separation contract provides to the contrary, the agreement shall be setforth in the decree ofdissolution, legal separation, or declaration of invalidity, orfiled in the action or made an exhibit and incorporated by reference, exceptthat in all cases the terms ofthe parenting plan shall be set out in the decree, and the parties shall be ordered to complywith its terms. Here, in accord with RCW26.09.070(5), the decree expressly incorporates by reference the Separation Contract. The interpretation ofa contract is a question of lawwe review de novo. Berg v. Hudesman, 115 Wn.2d 657, 668, 801 P.2d 222 (1990); Cob. Structures, Inc. v. Ins. Co. oftheW., 161 Wn.2d 577, 586, 167 P.3d 1125 (2007). When the parties incorporate an agreement into a dissolution decree, we must ascertain the intent ofthe parties. In re Marriage of Smith, 158 Wn. App. 248, 255, 241 P.3d 449 (2010). “Courts will not revise
a clear and unambiguous agreementorcontractfor parties or impose obligations that the parties did not assume forthemselves.” Condon v. Condon, 177 Wn.2d 150, 163, 298 P.3d 86(2013). We determine intent byfocusing on the objective manifestation ofthe parties in the written contract. Hearst Commc’ns, Inc. v. Seattle Times Co., 154 Wn.2d 493, 503, 115 P.3d 262 (2005). Accordingly, we consider onlywhatthe parties wrote; giving words in a contracttheirordinary, usual, and popular meaning unless the agreement as a whole clearly demonstrates a contrary intent. Hearst, 154 Wn.2d at 503-04. A contract” ‘should be construed as a whole and, if reasonably possible, in a waythat effectuates all of its provisions.’

“ Cob. Structures, Inc., 161 Wn.2d at 588~ (quoting

Footnote omitted. 13No. 78694-6-1/14

Cob. Structures, Inc. v. Ins. Co. ofthe W., 125 Wn. App. 907, 915-16, 106 P.3d 815 (2005)). We reject Saeed’s interpretation ofthe language in the Separation Contract and conclude the court erred in finding the agreement ofSaeed was unenforceable because “the formalities” required bythe Separation Contract “were not met.” The modification provision in the Separation Contract that states, “No modification hereofshall be binding unless

. . . executed by both parties with the same formalities as this agreement” is unrelated to the maintenance provision. The plain and unambiguous language ofthe maintenance provision states that maintenance is “non-modifiable.” We also conclude the court erred in finding that although the parties intended to form a valid contract, itwas a “failed contract.” We have previously recognized a distinction between what courts may do and whatthe parties may do with respectto maintenance. “A separation contractwhich precludes or limitsthe court’s powerto modify an agreed maintenance award, once approved bythe court and embodied into a decree, is to be enforced in accord with its terms.” In re Marriage of Glass, 67 Wn. App. 378, 390, 835 P.2d 1054 (1992) (citing RCW26.09.070(7)). A court may not enteran orderfor maintenance ifthe decree or separation contract provides that maintenance is nonmodifiable. Glass, 67 Wn. App. at 390; In re Marriage of Hulscher, 143 Wn. App. 708, 710, 180 P.3d 199 (2008). However, parties can expressly agree to modifythe maintenance. Kinne v. Kinne, 82 Wn.2d 360, 363, 510 P.2d 814 (1973). “An agreement ofa husband to pay a designated amount ofsupport is an undertaking which is favored bythe courts.” Kinne, 82 Wn.2d at 363. Nothing in the law, public policy, or reason prohibits aformerspouse

14No. 78694-6-1/15

from voluntarily and formally obligating himselfor herself “to do more than the law requires

. . . in providing support” fora formerspouse. ~ Kinne, 82 Wn.2d at 363. On appeal, we may affirm the court on any ground supported bythe record. In re Marriage of Rideout, 150 Wn.2d 337, 358, 77 P.3d 1174 (2003). Unchallenged findings offact areverities on appeal. Cowiche Canyon Conservancyv. Bosley, 118 Wn.2d 801, 808, 828 P.2d 549 (1992). Here, the unchallenged findings establish the parties expressly agreed to modifythe terms ofthe Separation Contract on maintenance. The promissory note executed by Saeed on May 6, 2014 unequivocallystates, “This document supersedes all previous agreements, including theirdivorce decree, related to Saeed Kaley’s spousal maintenance obligations to Nancy Kaley.”1° The formation ofa contract requires an offer, acceptance, and consideration. Veith v. Xterra Wetsuits, LLC, 144 Wn. App. 362, 366, 183 P.3d 334 (2008). The unchallenged findings and uncontroverted record establish as a matterof law Saeed and Nancy entered into an enforceable agreement. Saeed agreed to continue to pay Nancy maintenance after she remarried in exchangefor providing him documentation fora financial benefit. The promissory note executed by Saeed on May 6, 2014 states: I understand thatyou, Nancy Kaleyare intending on getting married in May2016. I promise, as originally agreed, to continue to payyou spousal maintenance in the sum of$2,000 a month, in two $1000 monthly installments, directly deposited to your bankaccount, through until your birthday at age of66 in May of2024. The last paymentwill be made on May 15, 2024.

10 Emphasis in original.
15No. 78694-6-1/16

The unchallenged findings establish Saeed received consideration in exchange forthe agreement to execute the promissory note: With theWife’s help (providing a marriage certificate), the Husband was able to qualifyfora $1 million loan and thus received the benefit ofthe Wife’s actions. The promissory note creates an independent contractual obligation to pay Nancy spousal maintenance. Because we conclude the parties entered into an enforceable contract, the doctrine of promissory estoppel does not apply. Klinke v. Famous Recile Fried Chicken, Inc., 94 Wn.2d 255, 261, 616 P.2d 644 (1980). The purpose of promissory estoppel is “to make a promise binding, under certain circumstances, without consideration in the usual sense of something bargained forand given in exchange. Ifthe promisee’s performance was requested atthe time the promisor made his promise and that performance was bargained for, the doctrine is inapplicable.” Klinke, 94 Wn.2d at 261 n.4 (quoting Raedeke v. Gibraltar Says. & Loan Ass’n, 111 Cal. Rptr. 693, 697, 517 P.2d 1157 (1974)); see also Del Hayes & Sons, Inc. v. Mitchell, 230 N.W.2d 588, 593, 304 Minn. 275 (1975) (promissory estoppel implies contractfrom unilateral otherwise unenforceable promise and is wholly inapplicable where actual contractexists); Sacred Heart Farmers Coop. Elevatorv. Johnson, 232 N.W.2d 921, 923 n.1, 305 Minn. 324 (1975) (same). Attorney Fees Saeed contends the court erred in awarding Nancy attorneyfees. Because the undisputed language ofthe orderawarding fees established the court relied on the doctrine of promissory estoppel, we reverse the award ofattorneyfees.

16No. 78694-6-1/17

We affirm entry ofthejudgment ordering Saeed to pay Nancythe amount owed underthe terms ofthe promissory note, reverse the award ofattorneyfees, and remand.11

,T!.LA 

# ~J WE CONCUR: 

# fji’ A IAW~ ‘444 lain

11 We denythe requests forattorneyfees on appeal.
17