Harold Francis Sheppard v. Cynthia Caudle Sheppard ( 1997 )

COURT OF APPEALS OF VIRGINIA
Present: Judges Benton, Elder and Overton
Argued at Richmond, Virginia
HAROLD FRANCIS SHEPPARD
MEMORANDUM OPINION * BY
v. Record No. 2497-96-2 JUDGE NELSON T. OVERTON
JULY 15, 1997
CYNTHIA CAUDLE SHEPPARD
FROM THE CIRCUIT COURT OF HENRICO COUNTY
George F. Tidey, Judge
Carolyn P. Carpenter (Carpenter & Woodward,
P.L.C., on brief), for appellant.
Jeffrey L. Galston (Hyder, Lowe & Galston, on
brief), for appellee.
Harold Francis Sheppard (husband) appeals from a decision of
the trial court denying his motion to enforce an agreement made
between him and Cynthia Caudle Sheppard (wife). For the reasons
that follow, we reverse and remand for proceedings consistent
with this opinion.
The parties are fully conversant with the record in the
cause, and because this memorandum opinion carries no
precedential value, we recite only those facts necessary to the
disposition of this appeal.
The parties were married in North Carolina in 1987. Husband
and wife entered into a separation agreement in 1989 pending
their divorce, which became final in 1990. In 1993 wife obtained
a judgment in North Carolina against husband for his breach of
*
Pursuant to Code § 17-116.010 this opinion is not
designated for publication.
the separation agreement. After husband moved to Virginia, wife
domesticated this judgment in the Commonwealth and began
garnishing husband's wages. In 1995, wife also filed a bill of
complaint against husband for specific performance of the
separation agreement, further arrearage, and attorneys' fees.
husband appealed the resulting judgment to the Court of Appeals.
Pending the decision of the Court, the parties began to
negotiate a settlement of all issues of contention between the
parties. A series of letters containing offers and
counter-offers passed between counsel for husband and counsel for
wife. On March 1, 1996, husband, through counsel, made an offer
consisting of eight provisions. On March 5, wife, through
counsel, made a counter-offer with the same eight provisions, but
added an additional clause about attorneys' fees. Husband
replied that this ninth point was unacceptable, but that he was
still willing to settle the matter on the terms of his March 1
offer. On March 8, wife agreed to omit the clause in question,
stating, "[t]hus the following are the terms that we are willing
to accept" and restated the same eight provisions from husband's
March 1 offer. The letter concluded by stating that wife would
hold any documents agreeing to release and waiver (two provisions
of the agreement) "pending evidence of Mr. Sheppard's complete
fulfillment of his obligations."
On March 20, husband sent wife a draft document
memorializing the agreement. The next week wife replied that she
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agreed in principle, but noted seven minor clerical changes. On
April 2, husband forwarded an amended agreement with wife's
changes. The next day husband sent a signed copy of the
agreement, evidence of his execution of several of the
provisions, and the first portion of a cash payment pursuant to
the agreement. The same day, wife released funds belonging to
husband pursuant to the agreement.
On April 9, the Court of Appeals released an opinion in
wife's favor. Although husband performed the balance of his
obligations under the agreement on May 1, wife refused to execute
the agreement further, noting that she had never signed the
document. She made a counter-offer at that time asking for an
additional cash payment. Husband filed a motion to enforce the
agreement. The trial judge held that a binding agreement had not
been formed between the parties, and refused to enforce the
terms. Husband appeals.
"To be valid and enforceable, the terms of an oral
agreement must be reasonably certain, definite, and complete to
enable the parties and the courts to give the agreement exact
meaning." Richardson v. Richardson, 10 Va. App. 391, 395, 392
S.E.2d 688, 690 (1990); Smith v. Farrell, 199 Va. 121, 128, 98
S.E.2d 3, 7-8 (1957). An agreement is sufficiently definite to
enable the trial court to determine the intent and agreement of
the parties and to enforce the contract if the "record makes
clear that the parties considered and agreed upon a comprehensive
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plan to settle the issues between them [and that] [e]ach separate
issue was resolved upon terms which were succinctly and precisely
set forth in the record." Richardson, 10 Va. App. at 395-96, 688
S.E.2d at 690. The record in this case constitutes a series of
correspondence between the parties which contains in detail the
provisions agreed upon by the parties. In particular, the March
8 letter sent by wife accepted the eight main provisions proposed
by husband. Additionally, on March 28 wife agreed to the formal
draft agreement, requesting only minor modifications, which were
accepted by husband. No ambiguity exists in the agreed terms of
this agreement.
"Mutual assent by the parties to the terms of a contract is
crucial to the contract's validity." Wells v. Weston, 229 Va.
72, 78, 326 S.E.2d 672, 676 (1985). If the parties mutually
assent to the terms at the time the agreement is made, a valid
contract exists, regardless of the afterthoughts of one of the
parties. "Once a competent party makes a settlement and acts
affirmatively to enter into such settlement, her second thoughts
at a later time upon the wisdom of the settlement do not
constitute good cause for setting it aside." Snyder-Falkinham v.
Stockburger, 249 Va. 376, 385, 457 S.E.2d 36, 41 (1995). Wife
manifested her assent to the terms of the agreement by accepting
husband's proposals and later accepting with slight modification
the formal contract. She then allowed husband to begin
performance of his obligations under the agreement, and performed
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a portion of her own obligations. At this point wife
demonstrated, orally and by her actions, her assent to a binding
contract. The lack of an ultimate signature cannot negate this
fact. "Where the minds of the parties have met and they are
fully agreed and they intend to be bound there is a binding
contract, even though a formal contract is later to be prepared
and signed." Agostini v. Consolvo, 154 Va. 203, 212, 153 S.E.
676, 679 (1930).
We therefore reverse the decision of the circuit court and
remand for enforcement of the agreement between the parties.
Reversed and
remanded.
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