COURT OF APPEALS OF VIRGINIA 

Present: Judges Bray, Annunziata and Overton 

THOMAS H. CHO 

AND 

KIL JA CHO 

 MEMORANDUM OPINION*

v. Record No. 0301-96-4 PER CURIAM 

 JULY 30, 1996 

DEPARTMENT OF PROFESSIONAL AND 

 OCCUPATIONAL REGULATION REAL ESTATE BOARD 

 AND SOON OK SARRAZIN 

FROM THE CIRCUIT COURT OF FAUQUIER COUNTY 

William Shore Robertson, Judge 

 (Daniel M. O'Connell, Jr.; O'Connell & 

Mayhugh, on briefs), for appellants. 

 (James S. Gilmore, III, Attorney General; 

Richard B. Zorn, Senior Assistant Attorney 

General, on brief), for appellee Department 

of Professional and Occupational Regulation 

Real Estate Board. 

 No brief for appellee Soon Ok Sarrazin. 

 Thomas H. Cho and Kil Ja Cho appeal the decision of the 

circuit court. The circuit court affirmed the decision of the 

Department of Professional and Occupational Regulation Real 

Estate Board (Real Estate Board) awarding appellants $20,000 on 

their claim filed pursuant to the Virginia Real Estate 

Transaction Recovery Act (Act), Code §§ 54.1-2112 through 

54.1-2120. Appellants' issues are summarized as follows: (1) 

whether the circuit court erred in finding that the decision-

 

 *Pursuant to Code § 17-116.010 this opinion is not 

designated for publication. 
 2 

making procedures of the Real Estate Board did not violate due 

process; (2) whether the circuit court erred in ruling that the 

factual determinations made by the Real Estate Board were 

supported by evidence; (3) whether the circuit court erred in 

finding that the Real Estate Board did not violate the applicable 

statutes; and (4) whether the circuit court erred in not 

remanding to the Real Estate Board appellants' request for 

attorney's fees. Upon reviewing the record and briefs of the 

parties, we conclude that this appeal is without merit. 

Accordingly, we summarily affirm the decision of the trial court. 

 Rule 5A:27. 

 Under the Virginia Administrative Process Act, judicial 

review of agency decisions is limited to determining whether the 

agency acted in accordance with the law, made a procedural error 

which was not harmless, and had sufficient evidence to support 

its findings of fact. Johnston-Willis, Ltd. v. Kenley, 6 Va. 

App. 231, 242, 369 S.E.2d 1, 7 (1988). See Code § 9-6.14:17. "A 

court may not merely substitute its judgment for that of an 

administrative agency." Jackson v. W., 14 Va. App. 391, 400, 419 

S.E.2d 385, 390 (1992). 

Due Process

 Appellants allege they were deprived of due process because 

they were not permitted to participate in and respond to the 

deliberations of the Real Estate Board. We disagree. The key 

components of due process are notice and an opportunity to be 
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heard. Moore v. Smith, 177 Va. 621, 626, 15 S.E.2d 48, 49 

(1941). The record demonstrates that appellants had notice and 

numerous opportunities, which they used, to submit their claims 

and supporting documents to the Real Estate Board and to respond 

to allegations presented by Soon Ok Sarrazin's counsel. The 

basis of the Real Estate Board's decision was set out in its 

final order. Appellants appealed both the factual findings and 

the legal conclusions contained in that order. Accordingly, the 

record demonstrates no denial of due process. 

 Appellants also assert that the Real Estate Board improperly 

closed its session in violation of the Virginia Freedom of 

Information Act. See Code § 2.1-344(7). The minutes of the 

meeting demonstrate that the meeting was recessed into closed 

executive session for authorized purposes regarding specifically 

designated agenda items. See City of Danville v. Laird, 223 Va. 

271, 275-76, 288 S.E.2d 429, 431 (1982); Nageotte v. Board of 

Supervisors, 223 Va. 259, 266-67, 288 S.E.2d 423, 426 (1982); 

Marsh v. Richmond Newspapers, Inc., 223 Va. 245, 254-55, 288 

S.E.2d 415, 420 (1982). The minutes contradict appellants' 

allegation. Therefore, appellants have failed to demonstrate any 

violation of Code § 2.1-344(7). 

Sufficiency of the Evidence

 On appeal, the "sole determination as to factual issues is 

whether substantial evidence exists in the agency record to 

support the agency's decision." Johnston-Willis, 6 Va. App. at 
 4 

242, 369 S.E.2d at 7. 

 The "substantial evidence" standard, adopted 

by the General Assembly, is designed to give 

great stability and finality to the factfindings of an administrative agency. The 

phrase "substantial evidence" refers to "such 

relevant evidence as a reasonable mind might

accept as adequate to support a conclusion." 

 Under this standard, applicable here, the 

court may reject the agency's findings of 

fact "only if, considering the record as a 

whole, a reasonable mind would necessarily

come to a different conclusion." 

Virginia Real Estate Comm'n v. Bias, 226 Va. 264, 269, 308 S.E.2d 

123, 125 (1983) (citations omitted). 

 In their filings with the Real Estate Board, appellants 

alleged that they suffered losses arising from four separate 

transactions with Sarrazin. However, in the circuit court action 

which resulted in the $60,000 award upon which their verified 

claim was based, appellants alleged only two transactions. In 

the first count of their Amended Motion for Judgment filed in 

that action, appellants asserted a claim arising from their 

payment of $60,000 to Sarrazin as a commission for her assistance 

in obtain financing for the purchase of the Warrenton Motor 

Lodge. In the second count, appellants sought additional damages 

resulting from Sarrazin's fraudulent practices in connection with 

appellants' purchase of the Hillcrest Motel. The amended motion 

did not assert any claims arising from the sale of the option on 

the Warrenton Motor Lodge or from the listing of the Hillcrest 

Motel. Moreover, appellants' affidavit dated April 12, 1994, 
 5 

stated that 

 we filed a claim against [Sarrazin] in the 

Circuit Court of Fauquier County for fraud in 

connection with the sale to these affiants of 

the Hillcrest Hotel and Restaurant based upon 

the fraud of [Sarrazin], a Virginia licensed 

real estate agent, in said sale. 

No other allegations were set out in this affidavit. 

 In its final order, the Real Estate Board ruled that there 

were two claims before it. The record as a whole does not 

necessarily lead us to a different conclusion. Therefore, we 

affirm the circuit court's decision that the findings of the Real 

Estate Board are supported by substantial evidence in the record. 

Statutory Claims

 Appellants allege that, under Code § 54.1-2116(B), they were 

entitled to recover up to $20,000 per transaction, and that the 

Real Estate Board and the circuit court erred by interpreting the 

section to limit their recovery from the Virginia Real Estate 

Transaction Recovery Fund (Fund) for a single judgment to 

$20,000. Appellants have failed to demonstrate that the Real 

Estate Board's decision was erroneous as a matter of law. 

 Under Code § 54.1-2114, recovery from the Fund under the Act 

is limited to instances "involving the sale, lease, or management 

of real property by the regulant acting in the capacity of a real 

estate broker or real estate salesperson and not in the capacity 

of a principal, or on his own account." Code § 54.1-2114(A). A 

"real estate salesperson" is defined as 

 any person who for compensation or valuable 

consideration is employed either directly or 
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indirectly by, or affiliated as an 

independent contractor with, a real estate 

broker, to sell or offer to sell, or to buy 

or offer to buy, or to negotiate the 

purchase, sale or exchange of real estate, or 

to lease, rent or offer for rent any real 

estate, or to negotiate leases thereof, or of 

the improvements thereon. 

Code § 54.1-2101. The Real Estate Board ruled that Sarrazin was 

not acting as a real estate licensee when she received a 

commission from appellants in exchange for her promise to obtain 

financing for their purchase of the Warrenton Motor Lodge. 

"[W]here the question involves an interpretation which is within 

the specialized competence of the agency and the agency has been 

entrusted with wide discretion by the General Assembly, the 

agency's decision is entitled to special weight in the courts." 

Johnston-Willis, 6 Va. App. at 244, 369 S.E.2d at 8. "On review, 

'the interpretation which an administrative agency gives its 

[law] must be accorded great deference.'" Jackson, 14 Va. App. 

at 400-01, 419 S.E.2d at 390. We cannot say that the Real Estate 

Board's interpretation excluding recovery from the Fund for 

Sarrazin's fraudulent promises to obtain financing for appellants 

was erroneous as a matter of law. 

 Code § 54.1-2116, entitled "Limitations upon recovery from 

fund," provides in pertinent part as follows: 

 B. The maximum claim of one claimant against 

the fund based upon an unpaid judgment 

arising out of the improper or dishonest 

conduct of one regulant in connection with a 

single transaction involving the sale, lease, 

or management of real property, shall be 

limited to $20,000, regardless of the number 

of claimants and regardless of the amount of 
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the unpaid judgment of the claimant. 

Code § 54.1-2116. Appellants' presented a single judgment from a 

single recoverable transaction. Neither subsection (A), which 

authorizes recovery from the Fund of up to $50,000 for multiple 

judgments from a single claim, or subsection (C), which 

authorizes recovery of up to $100,000 for multiple judgments from 

multiple transactions, apply to appellants' claim. 

Attorney's Fees 

 Appellants also sought attorney's fees in the amount of 

$14,176.45. Code § 54.1-2116(D) provides that "[t]he claim 

against the fund may include court costs and attorneys' fees." 

However, Code § 54.1-2116(B) limited appellants' maximum claim to 

$20,000. Appellants were compensated to the full extent 

authorized by the statute. Therefore, the Real Estate Board did 

not err by limiting appellants' recovery to $20,000. 

 Our resolution of these issues moots the additional 

questions raised by appellants. Accordingly, the decision of the 

circuit court denying appellants' appeal from the Real Estate 

Board is summarily affirmed. 

 Affirmed.