COURT OF APPEALS OF VIRGINIA 

Present: Judges Benton, Coleman and Lemons∗

Argued at Richmond, Virginia 

SHARON LUANNE WALKER 

 MEMORANDUM OPINION∗∗ BY 

v. Record No. 1872-99-2 JUDGE SAM W. COLEMAN III 

 JULY 11, 2000 

CHARLES R. PFEIFFER 

FROM THE CIRCUIT COURT OF THE CITY OF RICHMOND 

 Theodore J. Markow, Judge 

 Lori A. Rinaldi (Bruce E. Arkema; Cantor, 

Arkema & Edmonds, P.C., on briefs), for 

appellant. 

 S. Keith Barker (S. Keith Barker, P.C., on 

brief), for appellee. 

 ∗

 Justice Lemons participated in the hearing and decision of 

this case prior to his investiture as a Justice of the Supreme 

Court of Virginia. 

∗∗ Pursuant to Code § 17.1-413, recodifying Code 

§ 17-116.010, this opinion is not designated for publication.

 This appeal involves the construction and enforcement of a 

covenant in the parties' Separation and Property Settlement 

Agreement dealing with their jointly-owned time share. The 

covenant concerned how the parties would pay and be responsible 

for the mortgage on the time share and how they would ultimately 

liquidate the property and distribute the assets. The pertinent 

provision of the Agreement provided as follows: 
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The parties agree that the Voyager Beach 

Club time share financed by loan account no. 

2500202-0070 will be listed and sold by them 

for $9,000.00, and any net proceeds or 

shortfall will be income or funded by wife 

solely, and she agrees to save and hold 

harmless husband for any liability on any 

loan or advance of monies for the purchase 

or financing of the payment of the time 

share. Husband will make the monthly 

payments on the time share and any annual 

assessments, from the date of this 

agreement; the parties agree that while the 

time share is being marketed it shall be 

rented by the Voyager Beach Club management 

and the proceeds shall be applied by them 

toward the monthly payments which accrue 

after this agreement or shall be the 

property of husband in an amount not to 

exceed the monthly payments on the time 

share he has paid, and the balance of any 

excess beyond what husband has so paid, if 

any, shall be the property of the wife. 

 The trial court construed the covenant to require that 

Sharon Luanne Walker, the former wife, reimburse Charles R. 

Pfeiffer, her former husband, $4,872.58 for mortgage payments he 

made on the time share plus interest at the statutory rate from 

January 2, 1996, plus costs. The court further ordered that the 

parties list the time share for sale for $9,000, "or for such 

other amount as they may agree." The court denied Pfeiffer's 

request for reimbursement of the payment for the annual 

assessments on the time share and denied both parties' requests 

for attorney's fees. 

 On appeal, Walker argues that the trial court erred in: 

(1) determining that it had jurisdiction; (2) ordering her to 
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reimburse Pfeiffer $4,872.58 for mortgage payments he made; 

(3) ordering her to pay interest on the sum from January 2, 1996, 

and costs; and (4) ordering the parties to sell the time share for 

$9,000 or "for such other amount as they may agree." Pfeiffer 

cross-appeals, arguing that the court erred by failing to order 

Walker to reimburse him for the annual assessments paid on the 

time share and by failing to order Walker to pay attorney's fees. 

 We find that the trial court retained jurisdiction and that 

the "save and hold harmless" clause is unambiguous and requires 

Walker to reimburse Pfeiffer for mortgage payments made on the 

time share. We further find that the "save and hold harmless" 

clause does not require Walker to reimburse Pfeiffer for the 

annual assessments he made. We also find that the award of 

prejudgment interest and costs and the denial of attorney's fees 

was not an abuse of discretion. Accordingly, we affirm the 

foregoing rulings of the trial court construing the separation 

agreement. However, we find that the trial court erred by 

construing the covenant to require that the parties list the time 

share for sale "for such other amount as they may agree," and we 

reverse and vacate that portion of the order. 

I. BACKGROUND

 The parties were divorced by decree dated October 17, 1990, 

that affirmed, ratified, and incorporated the Separation and 
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Property Settlement Agreement which included the foregoing 

covenant concerning the Voyager Beach Club time share. 

 From 1990 through 1999, the time share was never listed for 

sale. In 1999, Pfeiffer filed a motion to hold Walker in contempt 

of court for failure to comply with the provision in the 

separation agreement to "save and hold harmless [Pfeiffer] for any 

liability on any loan or advance of monies for the purchase or 

financing of the payment of the time share" and the provision that 

purportedly required her to market and sell the time share. 

Walker responded, asserting that the court lacked jurisdiction 

because the divorce decree was final and any further construction 

or enforcement of the Separation Agreement was not a part of the 

divorce action. 

 After a hearing, the trial judge found that the court 

retained jurisdiction to enforce the order by a contempt 

proceeding, which required the court to construe the separation 

agreement. The court ruled, however, that Walker was not in 

contempt of the court's order. The trial judge found that 

although the terms of the agreement required that the time share 

be listed and sold, Walker did not bear sole responsibility for 

the default in having the property sold. The court further held 

that the provision in the separation agreement was unambiguous and 

obligated Walker to reimburse Pfeiffer for the mortgage payments 

he had made on the time share after the divorce decree was 
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entered. Walker argued that the covenant only required her to pay 

or be responsible for any outstanding mortgage payments or balance 

owing when the time share was sold, which was when she would be 

entitled to "the balance of any excess beyond what husband has so 

paid." The trial judge found that, under the terms of the 

agreement, Pfeiffer was not entitled to reimbursement of the 

annual fees paid by him for the time share. The trial judge 

ordered that the parties list the time share for sale for $9,000, 

or "for such other amount as they may agree which is reasonably 

calculated to produce a sale." The trial court denied both 

parties' requests for attorney's fees. 

II. ANALYSIS

A. Jurisdiction

 Walker asserts that although the court retains jurisdiction 

to enforce its decrees, the court lacked jurisdiction to interpret 

and amend the separation agreement. Walker argues that Rule 1:1 

bars the trial court from amending or modifying the separation 

agreement because more than twenty-one days have elapsed after the 

final divorce decree was entered. 

 It is well settled that court orders become final twenty-one 

days after entry. See Rule 1:1. However, a trial court retains 

jurisdiction to construe and enforce a final divorce decree that 

has incorporated a property settlement and separation agreement. 

See Gloth v. Gloth, 154 Va. 511, 548-51, 153 S.E. 879, 891-92 
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(1930) (stating that a trial court has jurisdiction in a divorce 

suit to enforce the terms of a settlement agreement when it 

incorporates them in its decree); see also McLoughlin v. 

McLoughlin, 211 Va. 365, 368, 177 S.E.2d 781, 783 (1970) (stating 

that prior to the enactment of Code § 20-109.1, the incorporation 

of a settlement agreement "meant the court could use its contempt 

power to enforce the agreement"); Casilear v. Casilear, 168 Va. 

46, 55, 190 S.E. 314, 316-17 (1937) (stating that a trial court 

retains jurisdiction after a final decree of divorce to enforce 

agreements between the parties). The Supreme Court stated in 

McLoughlin, 211 Va. at 368 n.1, 177 S.E.2d at 783 n.1, that a 

divorce court may incorporate a property settlement agreement in a 

final divorce decree and may thereafter construe and enforce the 

decree through its contempt power and the enactment of Code 

§ 20-109.1 merely facilitated the existing power of a court to 

enforce an incorporated agreement. Accordingly, we find that the 

trial court had jurisdiction to enforce the separation agreement. 

B. Separation Agreement

1. Reimbursement for Mortgage Payments

 We next consider whether the trial court erred by requiring 

Walker to reimburse Pfeiffer for the mortgage payments he had made 

on the time share. Walker argues that the provision that she 

"agrees to save and hold harmless husband for any liability on 

any loan or advance of monies for the purchase or financing of 
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the payment of the time share" does not require that she 

reimburse Pfeiffer for the mortgage payments he had made on the 

time share. Rather, she contends that the provision requires 

only that she hold Pfeiffer harmless for any liability remaining 

on the loan when the time share is sold. We disagree. 

 "Property settlement agreements are contracts; therefore, we 

must apply the same rules of interpretation applicable to 

contracts generally." Tiffany v. Tiffany, 1 Va. App. 11, 15, 332 

S.E.2d 796, 799 (1985). "Where the agreement is plain and 

unambiguous in its terms, the rights of the parties are to be 

determined from the terms of the agreement and the court may not 

impose an obligation not found in the agreement itself." Jones v. 

Jones, 19 Va. App. 265, 268-69, 450 S.E.2d 762, 764 (1994) 

(citation omitted). "A contract term is not ambiguous merely 

because the parties disagree as to the term's meaning." Bergman 

v. Bergman, 25 Va. App. 204, 211, 487 S.E.2d 264, 267 (1997). 

"The question of whether a writing is ambiguous is not one of fact 

but of law." Langman v. Alumni Ass'n of the Univ. of Virginia, 

247 Va. 491, 498, 442 S.E.2d 669, 674 (1994) (citation omitted). 

"Thus, we are not bound by the trial court's conclusions on this 

issue, and we are permitted the same opportunity as the trial 

court to consider the contract provisions." Tuomala v. Regent 

University, 252 Va. 368, 374, 477 S.E.2d 501, 505 (1996) 

(citations omitted). 
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 We hold that the phrase, "and [Walker] agrees to save and 

hold harmless [Pfeiffer] for any liability on any loan or advance 

of monies for the purchase or financing of the payment of the time 

share[,]" is not ambiguous. Because no ambiguity in the terms of 

the agreement exists, "we are not at liberty to search for the 

meaning of the provisions beyond the pertinent instrument itself." 

Smith v. Smith, 3 Va. App. 510, 514, 351 S.E.2d 593, 596 (1986) 

(citations omitted). The language of the covenant requires that 

Walker will reimburse Pfeiffer for payments he made on the loan 

for the purchase or financing of the time share. The language 

expressly provides that Walker will "save and hold harmless" 

Pfeiffer for "any liability on any loan or advance of monies for 

the purchase or financing of the payment of the time share." The 

purpose of the provision is clear. The wife would receive the 

proceeds from the sale of the time share; however, she would be 

required to reimburse Pfeiffer or "save and hold [him] harmless" 

for any mortgage payments that he had made on the property. 

Nothing in the language of the "save and hold harmless" clause 

requires that Pfeiffer wait until the property is sold to recover 

or seek reimbursement for the mortgage payments. Thus, the trial 

court did not err by construing the agreement to require Walker to 

reimburse Pfeiffer $4,872.58, the amount Pfeiffer had expended in 

mortgage payments, less the amount of rent received. 
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2. Interest and Costs

 Walker argues that the trial court erred in assessing 

interest on the judgment amount from January 2, 1996, and erred in 

assessing court costs. She contends the separation agreement does 

not provide for payment of interest or costs and that January 2, 

1996 is an arbitrary date, which has no relation to the events in 

this case. She argues that in the absence of a contractual 

provision providing for interest, the court cannot assess 

interest. 

 Code § 8.01-382 provides, in pertinent part, that: 

[i]n any action at law or suit in equity, 

the verdict of the jury, or if no jury the 

judgment or decree of the court, may provide 

for interest on any principal sum awarded, 

or any part thereof, and fix the period at 

which the interest shall commence. The 

judgment or decree entered shall provide for 

such interest until such principal sum be 

paid. If a judgment or decree be rendered 

which does not provide for interest, the 

judgment or decree awarded shall bear 

interest from its date of entry . . . . 

The award of prejudgment interest is a matter committed to the 

sound discretion of the trier of fact. See Marks v. Sanzo, 231 

Va. 350, 356, 345 S.E.2d 263, 267 (1986) (stating that "whether 

interest should have been awarded and, if so, from what date 

interest should run, were matters within the sound discretion of 

the chancellor"); see also Ragsdale v. Ragsdale, 30 Va. App. 283, 

292, 516 S.E.2d 698, 702 (1999). 
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"The award of prejudgment interest is to 

compensate Plaintiff for the loss sustained 

by not receiving the amount to which he was 

entitled at the time he was entitled to 

receive it, and such award is considered 

necessary to place the [plaintiff] in the 

position he would have occupied if the party 

in default had fulfilled his obligated 

duty." 

Marks, 231 Va. at 356, 345 S.E.2d at 267 (quoting 

Employer-Teamsters Joint Council No. 84 v. Weatherall Concrete, 

Inc., 468 F. Supp. 1167, 1171 (1979)). 

 Here, we find no abuse of discretion in the trial court's 

award of prejudgment interest. As the trial court noted, the 

separation agreement contemplated that the time share would be 

marketed and sold much earlier, probably before the mortgage was 

retired. However, the mortgage payments were paid in full by 

Pfeiffer before the property was sold. Accordingly, because the 

separation agreement provided that Walker would reimburse Pfeiffer 

for the mortgage payments and Pfeiffer has satisfied the debt in 

full, the award of interest was not an abuse of discretion since 

it compensated Pfeiffer for the debt from the date incurred. 

Moreover, the trial court did not abuse its discretion by 

arbitrarily fixing the date from which the interest should run 

from January 2, 1996, a date after which Pfeiffer had paid the 

entire loan. 

 A court of equity has "discretion . . . over the subject of 

costs." Code § 17.1-600. "[I]n the exercise of this discretion 
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the [court] should award costs in favor of the party or parties 

'substantially prevailing.'" McLean v. Hill, 185 Va. 346, 351, 38 

S.E.2d 583, 586 (1946) (interpreting former Code § 14.1-177) 

(citations omitted). Here, although not finding that Walker was 

solely responsible for the default, the trial court found that 

Pfeiffer, who instituted the show cause proceeding, was entitled 

to reimbursement of the funds expended to pay the mortgage 

payments. See Smith v. Woodlawn Constr. Co., 235 Va. 424, 431, 

368 S.E.2d 699, 703 (1988) (holding it to be an abuse of 

discretion if costs are not awarded to the party substantially 

prevailing below). Accordingly, we find that the award of costs 

to Pfeiffer, the party substantially prevailing below, was not an 

abuse of discretion. 

3. Sale of Time Share

 Last, Walker argues that the trial court erred in ordering 

the parties to list the time share for sale at $9,000 or "for such 

other amount as they may agree which is reasonably calculated to 

produce a sale." She contends that the court's order is a 

modification of the terms of the separation agreement, which 

unequivocally provided that the parties would list and sell the 

property only if it sold for at least $9,000. 

 We find that the phrase "for such other amount as they may 

agree which is reasonably calculated to produce a sale" contained 

in the court's order is a modification of the separation 
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agreement. Although the language of the agreement contemplates 

that the time share may be sold for less than $9,000 by providing 

that any shortfall from the sale of the property in which the 

proceeds do not produce an amount sufficient to pay the mortgage 

balance be funded by Walker, the trial court erred in ordering the 

parties to list the property for sale for less than $9,000. But

cf. Stanley's Cafeteria, Inc. v. Abramson, 226 Va. 68, 72, 306 

S.E.2d 870, 873 (1983) (stating that "[c]ontracting parties may 

. . . modify the terms of their contract by express mutual 

agreement"). Therefore, even though the shortfall provision and 

the parties' correspondence envision that the property may sell 

for less than the $9,000 listing price, unless the parties 

mutually agree to modify the terms of the separation agreement 

which provides that the property is to be listed for $9,000, they 

cannot be otherwise compelled to do so. See Stanley's Cafeteria, 

226 Va. at 73, 306 S.E.2d at 873. Accordingly, we find that the 

trial court erred by construing the agreement to compel the 

parties to sell the time share for less than $9,000. Thus, we 

reverse and vacate that portion of the order that required the 

parties to list and sell the property "for such other amount as 

they may agree which is reasonably calculated to produce a sale." 

4. Reimbursement For Payment of Annual Assessments

 In his cross-appeal, Pfeiffer argues that the trial court 

erred in finding that he was not entitled to reimbursement for the 
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annual fees paid on the time share. He argues that the annual 

assessments were part of the "payment of the time share" and 

because the "save and hold harmless" clause required that he be 

held harmless for the payments, he was entitled to reimbursement 

of these expenses. 

 We find that the "save and hold harmless" clause does not 

require Walker to reimburse Pfeiffer for the annual assessments 

paid on the time share. The term "payments" is unambiguous in 

this case and, according to its plain meaning, the term applies 

only to the mortgage payments. "When the terms of a disputed 

provision are clear and definite, it is axiomatic that they are to 

be applied according to their ordinary meaning." Smith, 3 Va. 

App. at 514, 351 S.E.2d at 595-96 (citation omitted). In common 

usage, "payment" is "something that is given to discharge a debt 

or obligation." Webster's Third New International Dictionary 1659 

(1981). The annual assessments include the costs for maintenance, 

upkeep and cleaning, taxes and insurance, and replacement costs. 

Thus, because the "save and hold harmless" clause only requires 

repayment of the advance of monies for the purchase or financing 

of the time share, which does not encompass the annual 

assessments, the "save and hold harmless" clause is not applicable 

to annual assessments. 
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5. Attorney's Fees

 Pfeiffer argues that the trial court erred in denying his 

request for attorney's fees. Pfeiffer asserts that Walker's 

unwillingness to market and sell the time share was willful and 

unjustified. 

 A trial court's denial of attorney's fees is reviewed only 

for abuse of discretion. See Head v. Head, 24 Va. App. 166, 181, 

480 S.E.2d 780, 788 (1997). Here, the trial court found that 

Walker was not solely responsible for the default and failure to 

market and sell the time share. The trial court noted "[t]he 

problem is that these people refuse to cooperate to accomplish a 

task which is mutually beneficial." We find no abuse of 

discretion in the trial court's denial of attorney's fees. 

Additionally, we deny Pfeiffer's request for attorney's fees on 

appeal. 

III. CONCLUSION

 In summary, we find the trial court retained jurisdiction to 

construe and enforce the separation agreement that was ratified 

and incorporated in its final divorce decree; the separation 

agreement was unambiguous and obligated Walker to reimburse 

Pfeiffer for the mortgage payments he made on the time share after 

the divorce decree was entered; and Pfeiffer was not entitled to 

reimbursement for the annual assessment fees paid by him for the 

time share. Further, we find that the trial court did not err by 
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denying Pfeiffer's request for attorney's fees or ordering Walker 

to pay interest on the judgment and to pay costs. Accordingly, we 

affirm the trial court's order with respect to those issues. 

However, we find that the trial court erred by ordering the 

parties to list the time share for sale "for such other amount as 

they may agree which is reasonably calculated to produce a sale" 

and, therefore, we reverse and vacate that portion of the trial 

court's order. 

 Affirmed, in part;

reversed and 

vacated, in part.