Present: All the Justices 

MYRA K. LIM 

v. Record No. 971884 OPINION BY JUSTICE CYNTHIA D. KINSER 

 June 5, 1998 

SOO MYUNG CHOI 

FROM THE CIRCUIT COURT OF FAIRFAX COUNTY 

Dennis J. Smith, Judge 

 At issue in this appeal is whether a memorandum 

written and signed by Myra K. Lim is sufficient to convey 

Lim’s interest in a certain parcel of real estate to Soo 

Myung Choi. Because the memorandum does not contain any 

words or language demonstrating an intent to convey an 

interest in real estate, we find that the memorandum is not 

a valid deed. Accordingly, we will reverse the judgment of 

the circuit court. 

I. 

 Lim and Choi acquired title to residential real estate 

(the Property) in Fairfax County as joint tenants with 

right of survivorship by a deed dated October 1, 1973. On 

February 18, 1975, Lim wrote and signed the following 

memorandum (the Memorandum): 

 To: Mr. Soo-Myung Choi 

Re: House at 3111 Graydon Street, Falls Church, 

Virginia, 22042 (Lot # 318, Sq. 6) 

 I purchased the above property on October 1, 

1973, jointly with Mr. Soo-Myung Choi as a co-owner. 

However, I hereby state that the ownership of the 
above property belongs fully to Mr. Soo-Myung Choi, 

and that the above property is not a nature of thing 

for which I assume responsibility in paying mortgage. 

 In the event that Mr. Soo-Myung Choi sells or 

rents the above house and needs my signature for the 

release, I will gladly and without delay respond to 

the occasion. 

 I hereby make it clear that I shall not involve 

myself in the matter concerning financial gains or 

losses of the above house, and that all rights belong 

to Mr. Soo-Myung Choi alone.1

On May 25, 1982, Lim filed a bill of complaint 

requesting the court to partition the Property. Choi 

responded by filing a cross-bill to quiet title, asserting 

that Lim had surrendered any interest in the Property when 

she signed the Memorandum. Choi further alleged that he 

made all the mortgage payments on the Property. In her 

answer to Choi’s cross-bill, Lim asserted that the 

Memorandum was invalid and denied most of the other 

allegations. 

By a decree of reference, the circuit court appointed 

a commissioner in chancery and directed the commissioner to 

hear evidence related to this cause. The commissioner 

conducted a hearing on March 16, 1988. At the hearing, Lim 

testified that she provided the funds for the down payment 

to purchase the Property as well as the settlement costs 

 1

 Because Lim wrote the Memorandum in Korean, the 

above language is a translation of the original document. 

2
and security deposit. She further testified that she made 

payments on two mortgages on the Property until December 

1975. With regard to the Memorandum, Lim stated that Choi 

forced her to write it by beating her and then threatening 

her with a gun. 

In contrast, Choi testified that Lim became a co-owner 

of the Property for the purpose of helping Choi obtain a 

loan since he did not otherwise qualify for one.2 Choi also 

stated that he has made all the mortgage payments since 

January 1975.3 Finally, Choi denied owning a gun and 

claimed that he did not use violence or threats to force 

Lim to execute the Memorandum. 

The commissioner filed his report in December 1994. 

In the report, the commissioner stated that neither party 

presented sufficient evidence to overcome the prima facie

validity of the deed conveying the Property to them as 

joint tenants with right of survivorship. Accordingly, the 

commissioner recommended that a decree be entered directing 

___________________ 

2

 Both Lim and Choi testified that Lim signed both 

deed of trust notes, yet the record contains neither the 

notes nor the deeds of trust. The record does, however, 

include a release of one mortgage to Choi. 

3

 According to Choi, Lim sometimes made the mortgage 

payments in an effort to repay debts that she allegedly 

owed him. 

3
the sale of the Property and also dismissing Choi’s crossbill. 

However, the chancellor ordered the commissioner to 

file a supplemental report and specifically requested the 

commissioner to amplify his findings of fact regarding the 

Memorandum’s validity. The commissioner filed a new report 

on July 31, 1996, in which he found that “[t]he 

‘memorandum’ operated as a deed and served to quitclaim or 

release Ms. Lim’s interest in the property to Mr. Choi” and 

that sufficient consideration existed to support the 

transfer. The commissioner also found that Lim failed both 

to allege and to prove by clear and convincing evidence 

that Choi obtained the Memorandum from her by duress. 

Thus, the commissioner recommended that the court dismiss 

Lim’s bill of complaint for partition and sustain Choi’s 

cross-bill to quiet title and to vest title to the property 

in him. 

 Lim filed exceptions to the commissioner’s 

supplemental report; however, the chancellor entered a 

November 5, 1996 decree sustaining the commissioner’s 

findings. Subsequently, on June 6, 1997, the chancellor 

entered a decree vesting title in the Property to Choi. 

Lim appeals. 

II. 

4
 In considering this appeal, we adhere to the 

established standard of review regarding a chancellor’s 

decree which approves a commissioner’s report. Such a 

decree will be affirmed “unless plainly wrong or without 

evidence to support it.” Chesapeake Builders, Inc. v. Lee, 

254 Va. 294, 299, 492 S.E.2d 141, 144 (1997); see also 

Firebaugh v. Hanback, 247 Va. 519, 525, 443 S.E.2d 134, 137 

(1994). Although a commissioner’s report does not carry 

the weight of a jury verdict, Code § 8.01-610, a chancellor 

should sustain it if the evidence supports the 

commissioner’s findings. Hill v. Hill, 227 Va. 569, 576-

77, 318 S.E.2d 292, 296 (1984). This rule “applies with 

particular force to the report’s factual findings which are 

based on evidence heard by the commissioner;” however, it 

does not apply to “pure conclusions of law” found in the 

commissioner’s report. Chesapeake, 254 Va. at 299, 492 

S.E.2d at 144. In accord with this standard of review, we 

hold that the chancellor in this case erred in sustaining 

the commissioner’s report concluding that the Memorandum 

constituted a valid, enforceable deed. 

The requirements for a deed are “competent parties, a 

lawful subject matter, a valuable consideration, apt words 

of conveyance, and proper execution.” Morison v. American 

Ass’n., Inc., 110 Va. 91, 92, 65 S.E. 469, 470 (1909). Lim 

5
argues that the Memorandum lacks consideration and is, 

therefore, not a valid deed. Choi, however, contends that 

the Memorandum’s language regarding Lim’s refusal to assume 

responsibility for the mortgage payments is an implied 

promise by Choi to continue paying the mortgage. Thus, 

according to Choi, his implied assumption of the mortgage 

payments constitutes adequate consideration. However, we 

do not need to decide whether adequate consideration exists 

because the Memorandum lacks any words or language 

demonstrating an intent to convey property and is, 

therefore, not a valid deed. 

A writing need not be in any particular form to 

constitute a deed. Albert v. Holt, 137 Va. 5, 8, 119 S.E. 

120, 121 (1923). Nonetheless, a document purporting to 

convey title must contain operative words manifesting an 

intent to transfer the property. See Morison, 110 Va. at 

92-93, 65 S.E. at 470. In Albert, this Court addressed the 

validity of a deed in which the grantors did “give, 

bargain, and sell” the property at issue. Albert, 137 Va. 

at 7, 119 S.E. at 121. The grantors argued that the deed 

lacked words of conveyance and was, therefore, defective. 

In rejecting that argument, this Court noted that while 

Code § 5162 (now Code § 55-48) used the term “grant” in 

providing the form for a deed of conveyance, it was not an 

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“indispensable requisite” to a valid deed. Id. at 9, 119 

S.E. at 121. Thus, the statutory form was not 

“invariable.” Id. at 8, 119 S.E. at 121. The Court then 

examined the deed’s language and found “the intention to 

‘grant’ . . . so manifest . . . that no other construction 

could be put upon it.” Id. at 10, 119 S.E. at 122. 

Therefore, use of technical words or strict compliance with 

the form in Code § 55-48 is not necessary to effect a 

transfer if the language used “plainly shows” on the face 

of the document a clear intent to convey title. Morison, 

110 Va. at 92, 65 S.E. at 470. 

To determine whether an intent to convey exists in the 

present case, we examine the Memorandum’s language, and, in 

doing so, construe that language liberally so as to give 

effect to the parties’ intention “if there are sufficient 

words to declare clearly and legally the maker’s meaning.” 

Albert, 137 Va. at 10, 119 S.E. at 122. We find no words 

in the Memorandum indicating an intent by Lim to transfer 

her interest in the Property to Choi. Rather, the 

Memorandum is replete with contemporaneous statements by 

Lim regarding her belief as to the Property’s current 

status. Lim claims that Choi is the owner of the Property, 

that she is not responsible for the mortgage, and that she 

is not involved in any financial matters concerning the 

7
Property. However, unlike the deed at issue in Albert, at 

no point in the Memorandum does Lim express an intent, 

through words of conveyance or otherwise, to transfer her 

interest in the Property to Choi. Thus, the Memorandum is 

void of any language indicating an intent to convey, and, 

finding no words of conveyance, we will not “rewrite [a] 

deed to express an intention that is otherwise 

indiscernible.” Walker v. Bowman, 227 Va. 209, 214, 315 

S.E.2d 206, 209 (1984). Accordingly, we hold that the 

Memorandum does not constitute a valid deed and does not, 

therefore, transfer Lim’s interest in the Property to Choi.4 

Lim and Choi continue to own the Property as joint tenants 

with right of survivorship. 

Thus, for the reasons stated, we will reverse the 

judgment of the circuit court and remand for entry of a 

decree of partition. 

Reversed and remanded. 

 4

 Because we hold that the Memorandum is not a valid 

deed, we need not consider Lim’s assignment of error 

regarding the defense of duress. 

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