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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