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. 
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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.