Kandie Huffman Law v. William Ford Law, Sr. ( 2002 )

COURT OF APPEALS OF VIRGINIA
Present: Judges Annunziata, Agee and Senior Judge Coleman
KANDIE HUFFMAN LAW
MEMORANDUM OPINION *
v. Record No. 2398-01-1 PER CURIAM
MARCH 19, 2002
WILLIAM FORD LAW, SR.
FROM THE CIRCUIT COURT OF THE CITY OF VIRGINIA BEACH
Robert B. Cromwell, Jr., Judge
(Moody E. Stallings, Jr.; Kellam T. Parks;
Stallings & Richardson, P.C., on briefs), for
appellant. Appellant submitting on briefs.
(Barry Kantor; Christie & Kantor, PC, on
brief), for appellee. Appellee submitting on
brief.
Kandie Huffman Law ("wife") appeals from the decision of
the circuit court affirming, ratifying, and incorporating into a
final decree of divorce from William Ford Law, Sr. ("husband"),
the parties' Marital Separation Agreement (the "Agreement").
Wife contends the trial court erred by affirming the
commissioner in chancery's finding that the Agreement was valid
and binding. Husband requests an award of attorneys' fees. For
the reasons which follow, we affirm the decision of the trial
court.
* Pursuant to Code § 17.1-413, this opinion is not
designated for publication.
FACTS
"We review the evidence in the light most favorable to
[husband], the party prevailing below and grant all reasonable
inferences fairly deducible therefrom." Anderson v. Anderson,
29 Va. App. 673, 678, 514 S.E.2d 369, 372 (1999). After several
years of marriage, the parties separated on October 3, 1998.
Prior to their separation, they discussed executing a statement
of separation. Wife obtained a form separation agreement and
modified it to suit their situation. The resulting six-page
document contained no references to financial disclosures. On
September 29, 1998, husband met with an attorney to review the
document. After further discussions, wife modified the document
and included a section regarding financial disclosures.
On October 3, 1998, husband signed the Agreement, a
modified version of the original document, which did not include
the financial disclosures provision. Wife also signed the
Agreement before a notary public, but did not give husband a
copy of the fully executed Agreement.
Husband later provided wife with financial information and
made payments pursuant to the Agreement, which wife accepted.
Analysis
I.
"In challenging the court's decision on appeal, the party
seeking reversal bears the burden to demonstrate error on the
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part of the trial court." Barker v. Barker, 27 Va. App. 519,
535, 500 S.E.2d 240, 248 (1998) (citation omitted). "'A
commissioner's findings of fact which have been accepted by the
trial court "are presumed to be correct when reviewed on appeal
and are to be given 'great weight' by this Court."'" Gilman v.
Gilman, 32 Va. App. 104, 115, 526 S.E.2d 763, 768-69 (2000)
(citations omitted).
Wife argues the Agreement is invalid because she and
husband did not have a "meeting of the minds."
Separation agreements and property
settlement agreements are contracts. See
Tiffany v. Tiffany, 1 Va. App. 11, 15, 332
S.E.2d 796, 799 (1985); and Jones v. Jones,
19 Va. App. 265, 268-69, 450 S.E.2d 762, 764
(1994). "[T]herefore, we must apply the
same rules of interpretation applicable to
contracts generally." Tiffany, 1 Va. App.
at 15, 332 S.E.2d at 799.
Douglas v. Hammett, 28 Va. App. 517, 523, 507 S.E.2d 98, 101
(1998).
It is elementary that mutuality of assent —
the meeting of the minds of the parties — is
an essential element of all contracts, and,
in order that this mutuality may exist, it
is necessary that there be a proposal or
offer on the part of one party and an
acceptance on the part of the other. Both
the offer and acceptance may be by word, act
or conduct which evince the intention of the
parties to contract, and that their minds
have met may be shown by direct evidence of
an actual agreement, or by indirect evidence
of facts from which an agreement may be
implied.
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Green's Ex'ors v. Smith, 146 Va. 442, 452, 131 S.E. 846, 848
(1926). Furthermore "the law imputes to a person an intention
corresponding to the reasonable meaning of [her] words and acts.
If [her] words and acts, judged by a reasonable standard,
manifest an intention to agree, it is immaterial what may be the
real but unexpressed state of [her] mind." Lucy v. Zehmer, 196
Va. 493, 503, 84 S.E.2d 516, 522 (1954); accord Marefield
Meadows, Inc. v. Lorenz, 245 Va. 255, 260, 427 S.E.2d 363,
365-66 (1993). Whether there has been the requisite
manifestation of mutual assent to a bargained exchange is a
question of fact. Charbonnages De France v. Smith, 597 F.2d 406
(4th Cir. 1979).
It is undisputed that husband performed his obligations
under the Agreement and that wife accepted the benefits of his
performance. Through her conduct, wife manifested an intent to
be bound to the contract. "In evaluating a party's intent . . .
we must examine [her] outward expression rather than [her]
secret, unexpressed intention." Wells v. Weston, 229 Va. 72,
78, 326 S.E.2d 672, 676 (1985). The commissioner did not err in
finding that wife's actions constituted a meeting of the minds
and that the contract was valid and binding. The trial court
did not err by affirming the commissioner's finding.
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II.
We deny the husband's request for an award of appellate
attorneys' fees. See O'Loughlin v. O'Loughlin, 23 Va. App. 690,
479 S.E.2d 98 (1996).
Accordingly, we affirm the decision of the trial court.
Affirmed.
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