J-A11033-23

2023 PA Super 259

JOHN G. KING

v.

CHRISTOPHER P. DRISCOLL 

Appellant

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 IN THE SUPERIOR COURT OF

 PENNSYLVANIA

 No. 1291 WDA 2022

Appeal from the Order Entered October 14, 2022

In the Court of Common Pleas of Allegheny County 

Civil Division at No: GD 21-004533

BEFORE: BENDER, P.J.E., STABILE, J., and PELLEGRINI, J.*

OPINION BY STABILE, J.: FILED: DECEMBER 7, 2023

Christopher P. Driscoll (Driscoll) appeals from the order entered in the 

Court of Common Pleas of Allegheny County (trial court) granting the petition 

to enforce settlement filed by Driscoll’s former business partner, John G. King 

(King). According to Driscoll, the settlement agreement was not binding

because it had been sent by his attorney to King without Driscoll’s prior 

authorization. In our initial review of the settlement order, this Court 

remanded the case back to the trial court for additional findings as to whether 

Driscoll in fact authorized his attorney to send the proposed agreement to

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* Retired Senior Judge assigned to the Superior Court.
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King.1 The trial court entered new findings in response, determining that 

Driscoll’s attorney indeed had such authority. See Trial Court 1925(a) 

Opinion, 9/13/2023, at pp. 4-9. As the trial court’s findings are supported by 

the record, we affirm.

The relevant facts and procedural history of the case have been 

previously summarized by this Court as follows:

Driscoll and King are each 50% owners of two LLCs that operate 

a restaurant and its building in Bellevue near Pittsburgh. When 

their business relationship soured, Driscoll wanted out of the 

business and asked King if he would be willing to buy Driscoll’s 

membership shares. As a result, both parties obtained counsel to

negotiate the buy-out of Driscoll’s shares in March 2021. King 

hired Attorney David Fuchs and Driscoll hired Attorney Daniel 

Conlon. The two attorneys began negotiations in March 2021 but 

were unable to reach an agreement. The negotiations resumed 

several weeks later in May 2021. During this round of 

negotiations, Attorney Conlon emailed Attorney Fuchs a term 

sheet summarizing their negotiations and asked, “if we are in 

agreement on all terms.” Attorney Fuchs responded by adding 

handwritten notes to the term sheet, and Attorney Conlon

incorporated those notes into another draft that he sent to 

Attorney Fuchs a few days later. Attorney Fuchs emailed him back

with a “redlined” copy of the agreement “with mostly clarifications 

and a few details.” The next day, which was May 20, 2021, 

Attorney Conlon replied that he accepted most of the changes and 

had “sent the agreement to Driscoll for his review,” while also 

highlighting those changes in the draft that he did not accept. 

Attorney Fuchs responded that same day: “Client has approved 

your redline. Please get your client’s signature and send me a 

clean copy for my client to sign.”

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1 This Court explained in King v. Driscoll, 296 A.3d 1178, 1186 (Pa. Super. 

2023), that it could not adjudicate the validity of the settlement agreement 

until the trial court first made findings of fact as to Driscoll’s authorization. 
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Attorney Fuchs believed that they had an agreement but when 

Attorney Conlon did not send him back a clean copy for King to 

sign, Attorney Fuchs followed up with another email asking him to 

send a “clean version so we can get this done.” Again, however, 

there was no response. Finally, when Attorney Fuchs tried again 

a few weeks later, Attorney Conlon emailed him a letter in which 

he asserted that “the parties have neither negotiated nor reached

a settlement agreement.” Attorney Conlon emphasized that he 

never represented that they had reached a settlement agreement, 

noting that in his last email, he wrote that he was sending the 

agreement to Driscoll for his review. Attorney Conlon also claimed 

that during a May 21st phone call, he told Attorney Fuchs that 

Driscoll needed a copy of the restaurant’s RRF application before 

he would sign off on the agreement.

On June 16, 2021, King filed a petition to enforce settlement

alleging that the parties, through their attorneys, had reached an 

agreement on all material terms despite never signing the 

agreement. Because Driscoll disputed that an agreement was 

reached, the trial court held an evidentiary hearing. At the 

hearing, Attorney Conlon testified that he negotiated the 

agreement on behalf of Driscoll but never had his express 

authority to agree to the terms of the agreement without Driscoll’s 

final approval. Attorney Conlon also claimed throughout his 

testimony that Driscoll would not sign a final agreement unless he 

first obtained the restaurant’s RRF application. Driscoll reiterated 

the same as he continually claimed throughout his testimony that 

Attorney Conlon could not finalize the agreement unless he 

obtained the RRF application that King submitted on the 

restaurant’s behalf to the Small Business Administration.

Disputing that the RRF application was ever an integral part of the 

negotiations, King emphasized that neither the term sheet nor the 

draft agreements contained any mention about the application

being an essential term of the agreement. On top of that, King 

called an accountant as a witness to show that the funds received 

from the SBA – $370,000 – had to be used for operating expenses 

and could not be used to pay Driscoll. Consequently, King

characterized Driscoll’s claim concerning the RRF application as a 

misleading, after-the-fact excuse for getting the agreement that 

he and Driscoll reached through their attorneys’ extensive 

negotiations and exchange of term sheets and draft agreements.

On July 21, 2022, the trial court granted King’s petition to enforce 

settlement. In its two-page memorandum explaining its 
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reasoning, the trial court did not address whether Attorney Conlon 

had Driscoll’s express authority to finalize the agreement without 

first obtaining the RRF application. Rather, the trial court 

concluded that, even though the agreement was never signed,

“[t]he accepted redline version in conjunction with the term sheet 

establish[ed] the essential terms of the parties’ agreement.” 

Following the trial court’s decision, Driscoll timely moved for posttrial relief under Pa.R.Civ.P. 227.1. King responded by reasserting 

his arguments at trial but did not otherwise contend that Driscoll’s 

filing was improper. After the motion was denied, Driscoll filed 

this appeal.

* * * *

On appeal, Driscoll raises two main arguments for why the trial 

court erred in concluding that the parties reached an agreement. 

First, he disputes that the attorneys’ negotiations resulted in a 

binding, enforceable agreement. In particular, he focuses on the 

May 20th email that Attorney Conlon sent to Attorney Fuchs in 

response to the “redlined” draft of the agreement. In that email,

Attorney Conlon wrote that he accepted most of Attorney Fuchs’s

changes and that he was sending the agreement to Driscoll for his 

review. Attorney Conlon, however, did not accept all of the 

changes, as he highlighted those with which he did not agree. 

Driscoll contends that this email shows not only that the attorneys

had not yet agreed on all the necessary terms, but also that he 

had not yet approved the agreement.

Second, and related to the first part, Driscoll contends that he 

directed Attorney Conlon to obtain a copy of the restaurant’s RRF

application. Driscoll asserts that this was an essential part of the 

parties’ negotiations and that he would not give his final approval 

to any agreement unless he first obtained and reviewed the 

application. Because he never received the application, he never 

gave Attorney Conlon the express authority he would have needed

to finalize the agreement.

King v. Driscoll, 296 A.3d 1178, 1180-84 (Pa. Super. 2023) (footnotes and 

internal citations omitted).

“When reviewing a trial court’s decision to enforce a settlement 

agreement, our scope of review is plenary as to questions of law, and we are 
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free to draw our own inferences and reach our own conclusions from the facts 

as found by the court.” Salsman v. Brown, 51 A.3d 892, 893–94 (Pa. Super.

2012) (citation omitted). On appeal, the evidence must be interpreted in the 

light most favorable to the prevailing party. See id. This Court is bound by 

the trial courts findings of fact, as long as they are supported by competent 

record evidence. See id. The same is true as to the trial court’s credibility 

determinations, as the trial court had the opportunity to view and assess the 

witnesses first-hand. See Lewis v. Lewis, 234 A.3d 706, 711 (Pa. Super. 

2020) (citation omitted). 

A settlement agreement is enforceable in the absence of a formalized 

writing where all the elements of a contract are met and the parties have 

orally “come to a meeting of the minds on all essential terms[.]” Commerce

Bank/Pennsylvania v. First Union Nat. Bank, 911 A.2d 133, 147 (Pa.

Super. 2006). However, while the settlement agreement need not be reduced 

to writing, an attorney must still have authority to settle their client’s case. 

See Baribault v. Zoning Hearing Bd. Of Haverford Twp., 236 A.3d 112, 

122 (Pa. Cmwlth. 2020). Indeed, “[t]he ordinary employment of an attorney 

to represent a client with respect to litigation does not confer upon the 

attorney the implied or apparent authority to bind the client to a settlement 

or compromise, and the attorney cannot do so in the absence of such express 

authority.” Id. (Citations omitted). 
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For an attorney to be granted authority to bind a client to a settlement 

agreement, express permission must be granted in definite terms:

The rationale for this rule stems from the fact that parties settling 

legal disputes forfeit substantial legal rights, and such rights 

should only be forfeited knowingly. See, e.g., Starling, 3 A.2d

at 388 (“apparent or implied authority does not extend to 

unauthorized acts which will result in the surrender of any 

substantial right of the client, or the imposition of new liabilities 

or burdens upon him”). As such, a client’s attorney may not settle 

a case without the client’s grant of express authority, and such 

express authority can only exist where the principal specifically 

grants the agent the authority to perform a certain task on the 

principal’s behalf. See Restatement (Second) of Agency § 7 cmt. 

c (1958).

Reutzel v. Douglas, M.D., 870 A.2d 787, 790 (Pa. 2005). 

Where the validity of a settlement agreement is disputed based on an 

attorney’s lack of authority, the agreement may only be deemed valid if the 

attorney’s express authority has been proven. See Brannam v. Reedy, 906 

A.2d 635, 640 (Pa. Cmwlth. 2006) (citing Redevelopment Auth. of the City 

of Phila. v. L & A Creative Art Studio, Inc., 294 A.2d 606, 607 (Pa. Cmwlth. 

1972)).

In the present case, the parties’ dispute concerns whether Driscoll had 

approved a draft of a settlement agreement sent to and accepted by King on 

May 20, 2021. Although Driscoll had not signed a final version of the

document, King contends that it was nevertheless a binding contract because

Driscoll had agreed to all the material terms conveyed by his attorney.

The materiality of the RRF application is critical to our disposition

because it settles the issue of whether Driscoll’s attorney (Conlon) had express 
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authority to settle the case. Since Driscoll admits that he had agreed to all 

the terms that Conlon ultimately conveyed to King on May 20, 2021, it follows 

that if the disclosure of the RRF application was not a material term at that 

time, then its omission would be irrelevant, and the negotiation concluded 

once King accepted that version of the agreement on the same date. 

As discussed above, King and Driscoll have presented conflicting 

interpretations of the record with respect to whether a settlement was 

contingent on the RRF application. Driscoll and his attorney (Conlon) both 

testified that Conlon was only authorized to settle the matter if an agreement 

required King’s disclosure of that document. See Evidentiary Hearing 

Transcript, 2/14/2022, at p. 26; Evidentiary Hearing Transcript, 12/20/21, at 

pp. 12, 16-18. Conlon described this as “the central issue during the 

negotiations,” and a “vital point” as of May 20, 2021, when all other material 

terms had been agreed to. Id, at pp. 20, 30. 

But according to King, the settlement was not contingent on Driscoll’s 

receipt of the RRF application, and the parties’ mutual acceptance of the 

material terms on and before May 20, 2021 made the draft settlement binding. 

King pointed to the unrefuted testimony of J. Michael Sabatini, a CPA who 

testified before the trial court that RRF funds may only “be used in operations”

such as payroll, supply costs, and maintenance of the restaurant. Evidentiary 

Hearing Transcript, 2/14/2022, at p. 5. Such funds could not legally be 
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dispersed to a business owner for personal profit or the purposes of a buyout. See id., a p. 21. 

King also emphasized that the communications between his attorney 

(David Fuchs) and Driscoll’s attorney in May 2021 had resulted in a final 

agreement. On May 12, 2021, Fuchs emailed Colon following ongoing 

negotiations, declaring, “We have an agreement.” Between that date and May 

20, 2021, the attorneys repeatedly exchanged draft settlement agreements 

which indisputably contained revisions in the form, but not the substance, of 

the versions submitted by the other side. It was not until weeks later that 

Driscoll denied the existence of a final agreement in writing, citing the 

allocation of RRF funds as a reason to “reevaluate the sale price for his interest 

in the Companies[.]” Evidentiary Hearing Transcript, 12/20/2021, at p. 34.

The trial court construed the evidence in favor of King, discounting 

Driscoll’s claim that any final agreement would be contingent on his receipt of

the RRF application. In its supplemental opinion, the trial court concluded that

Conlon had been given express authority to settle the case, and that the 

attorneys’ exchange of final draft agreements had bound their respective 

clients. The trial court found that Driscoll’s focus on the RRF grant was only 

an excuse to avoid finalizing the settlement with King after an agreement had 

already been reached. See Trial Court 1925(a) Opinion, 9/13/2023, at pp. 8-

9.
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The trial court reasoned that if Driscoll had truly considered the RRF 

application’s disclosure to be a material term, then it would have been 

mentioned at least once in the several draft agreements circulated by Driscoll’s 

counsel and reviewed by Driscoll himself:

If the RRF grant were a material term to the agreement, it would 

be expected that in at least one of the draft term sheets or

agreements, all of which were prepared by Driscoll's counsel,

mention of the funds and the application would appear. However, 

it is undisputed that no document prepared by Driscoll as part of 

the resolution of this matter makes any mention of those

documents. Indeed, both Driscoll and his counsel testified 

that [Driscoll] was provided copies of all the agreements 

and documents circulated between the parties in this

matter. Notably, Driscoll has not produced any evidence 

demonstrating that the RRF application or funds were material in 

any way to the settlement reached in this matter. Therefore, it is 

clear to the Undersigned that there was a meeting of the minds 

between the parties which resulted in an agreement being 

reached. 

Id. (internal record citations omitted, emphasis added).

We find that all the trial court’s factual findings are supported by the 

record. Central to the trial court’s findings are that Driscoll and his attorney 

both testified to the fact that Driscoll was kept well informed about 

developments in the settlement negotiations, and that he approved of all 

drafts of the settlement agreements sent to King. See Evidentiary Hearing 

Transcript, 12/20/2021, at p. 48; Evidentiary Hearing Transcript, 2/14/2022, 

at p. 29. This would include the draft of the agreement that King accepted on 

May 20, 2021. 
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While there is conflicting evidence as to whether Driscoll had directed

King to make receipt of the RRF application a settlement condition, it was for 

the trial court to resolve that conflict, and this Court is bound by the trial 

court’s finding of fact in that regard. See Salsman, 51 A.3d at 893–94. 

Driscoll’s attempt to prove the import of the RRF application through his own

statements and those of his attorney, was rejected by the trial court as a

credibility determination that we find is supported by the record and now is

binding on this Court. See Lewis, 234 A.3d at 711. As such, we discern no 

reason to disturb the trial court’s conclusion that the attorneys for King and 

Driscoll negotiated a binding settlement agreement and that the disclosure of 

the RRF application was immaterial prior to the conclusion of their 

negotiations. 

Order affirmed.

DATE: 12/7/2023