COURT OF APPEALS OF VIRGINIA 

Present: Judges Annunziata, Bumgardner and Clements 

Argued at Alexandria, Virginia 

FAYE E. WALSON 

 OPINION BY 

v. Record No. 1701-00-4 JUDGE JEAN HARRISON CLEMENTS 

 DECEMBER 18, 2001 

ROBERT C. WALSON 

FROM THE CIRCUIT COURT OF FAIRFAX COUNTY 

M. Langhorne Keith, Judge 

 Betty A. Thompson (Paul Varriale, on brief), 

for appellant. 

 Eric F. Schell for appellee. 

 Faye E. Walson (wife) appeals a decision of the trial court 

finding her bound by an agreement signed by her attorney and 

subsequently incorporated by reference into her final decree of 

divorce from Robert C. Walson (husband). She contends the trial 

court erred in determining that her attorney had apparent 

authority to sign the agreement on her behalf and, thus, 

compromise her claim.1 We hold that the trial court's factual 

finding that wife's attorney had apparent authority is 

1

 For purposes of this appeal, we have consolidated wife's 

interrelated first three questions presented. Furthermore, we 

do not address wife's fourth question presented because she did 

not raise at the trial level her claim therein that the trial 

court misplaced upon her the burden of showing that she apprised 

husband or his attorney of any restrictions on her attorney's 

authority. See Rule 5A:18. 
unsupported by the evidence in the record and, accordingly, 

reverse the trial court's judgment and remand this case for 

further proceedings. Because we conclude that the trial court 

erred in finding, as a matter of fact, that, under the 

circumstances of this case, wife's attorney had apparent 

authority to execute the agreement on wife's behalf, we do not 

address the issue of whether an attorney may, as a matter of law, 

bind his or her client to a written property settlement agreement 

by apparent authority. 

I. BACKGROUND 

 We view the evidence and all reasonable inferences fairly 

deducible therefrom in the light most favorable to husband, the 

party prevailing below. See Stockdale v. Stockdale, 33 Va. App. 

179, 181, 532 S.E.2d 332, 333 (2000). So viewed, the evidence 

established that husband initiated divorce proceedings on 

September 3, 1998. On October 13, 1998, the trial court entered 

a consent pendente lite order reflecting the terms of an 

agreement executed by the parties when they separated. The 

trial court set a trial date for July 7, 1999. On May 27, 1999 

wife and her attorney, Richard Byrd, met in Byrd's conference 

room with husband and his attorney, Eric Schell, to negotiate a 

settlement of the issues arising from the dissolution of the 

parties' marriage. Based on the discussions at that conference, 

Byrd submitted a letter on behalf of wife to Schell on June 23, 

1999 setting forth wife's proposals for a settlement. 

 - 2 - 
Thereafter, Byrd drafted and submitted to Schell a formal 

eighteen-page property settlement agreement reviewed and 

approved, but not executed, by wife. That draft agreement 

included designated spaces at the end of the document for the 

parties' respective signatures and attestation clauses for 

notarization of those signatures. The paragraph immediately 

preceding the spaces for the parties' signatures read: 

 IN WITNESS WHEREOF, the parties hereto, 

after free and full discussion of the terms 

contained herein and with an understanding 

of the meaning and intent of those terms and 

provisions, have this day first mentioned 

placed their signatures and seals upon this 

Agreement and by so signing they hereby 

agree with all the terms and provisions 

thereof. 

Husband rejected the proposed property settlement agreement. 

 Following a continuance of the trial date to November 1, 

1999, Byrd drafted and submitted to Schell a second formal 

eighteen-page property settlement agreement reviewed and 

approved, but not executed, by wife. The second draft, like the 

first proposed agreement, provided spaces for the parties' 

signatures and for notarization of those signatures. It also 

included a paragraph, immediately preceding the signature lines, 

that was identical to the paragraph quoted above from the first 

proposed agreement. Husband did not accept the second proposed 

property settlement agreement. 

 No final agreement having been reached, a second 

negotiation meeting was held on October 27, 1999. Husband, 

 - 3 - 
Schell, and Byrd attended the meeting in the conference room at 

the offices of Byrd's firm. Wife chose not to attend the 

meeting, "because she didn't want to be in the same room with 

her husband." She instead made herself available to Byrd by 

telephone. Byrd left the meeting and telephoned wife from his 

private office periodically throughout the meeting. 

 Byrd testified that, during the meeting, he, Schell, and 

husband went item-by-item through the issues and that he 

discussed with wife on the telephone everything he discussed 

with Schell and husband. By Byrd's count, he spoke with wife 

"every ten minutes" during the meeting, at least ten times. 

"[T]here were," according to Byrd, "various offers back and 

forth to settle the issues." 

 After approximately four hours of negotiations, Byrd 

returned to the conference room after speaking with wife and 

told Schell and husband that wife had agreed to sell the house 

and divide the net proceeds evenly. After conferring with 

husband, Schell replied that wife would have to be responsible 

for one-half of the mortgage payment, pending sale of the house. 

Byrd responded, "I didn't talk to her about that. I don't have 

agreement on it. I'm going to have to get back to her, and see 

if she will." Byrd then left the conference room to call the 

wife regarding that issue, which, in Byrd's opinion, "was the 

only unsettled part of the negotiations, at that moment." While 

speaking on the phone with wife, Byrd became upset because he 

 - 4 - 
thought wife was changing her mind about issues that were 

already settled and raising other matters that were beyond the 

focus of the current negotiation. He put the phone down, threw 

a cup through the wall of his office, and left the building 

without returning to the meeting. 

 The next day, having received an e-mail from wife that he 

believed expressly authorized and directed him to settle the 

case, Byrd drafted, signed, and transmitted to Schell the subject 

two-page final settlement agreement entitled "Agreement: Walson 

v. Walson." Wife did not see the agreement before Byrd signed it 

and sent it to Schell. Prior to signing and sending the 

agreement, Byrd had attempted to call wife three times to review 

the document he had prepared, but she did not return his calls. 

Following transmission of the document to Schell, counsel 

notified the court that the case was settled and could be removed 

from the trial docket. 

 The following day, wife went to Byrd's office expecting to 

review a draft of the "fully typed out property settlement 

agreement." Instead, she was given a copy of the agreement 

signed on her behalf by Byrd. That agreement, according to wife, 

did not represent what she had agreed to, did not contain many of 

the items in the earlier proposed property settlement agreements 

that she expected to be included in the final agreement, and was 

signed by Byrd without her authority or consent. Wife testified 

that, had she, as expected, been given 

the opportunity to review the agreement signed by Byrd, she would 

not have approved or signed it. 

 - 5 - 
 On November 11, 1999 wife filed an objection to entry of a 

final decree of divorce, wherein she challenged the agreement 

signed by Byrd as not being a full and final agreement of all 

property distribution issues arising out of the marriage. An 

ore tenus hearing on wife's objection was held on April 19, 

2000. The trial court held that, although wife had not 

expressly or impliedly authorized Byrd to execute the agreement, 

wife was bound by the terms of the agreement because Byrd had 

apparent authority to execute the agreement on her behalf. In 

finding that Byrd had apparent authority to sign the document, 

the court relied on the Supreme Court's decision in Singer 

Sewing Machine Co. v. Ferrell, 144 Va. 395, 132 S.E. 312 (1926). 

The trial court entered an order memorializing its ruling on May 

23, 2000. 

 A final decree of divorce, affirming and incorporating the 

agreement, was entered by Judge M. Langhorne Keith on June 22, 

2000. Wife now appeals from the trial court's order of May 23, 

2000, entered by Judge Arthur B. Vieregg, Jr., finding her bound 

by the settlement agreement signed by her attorney. 

II. ANALYSIS 

 The sole issue on appeal is whether the trial court erred in 

finding Byrd had apparent authority to execute the subject 

agreement on wife's behalf.2 We will affirm the trial court's 

 

 - 6 - 

2

 Because neither wife nor husband challenges the trial 

court's finding that Byrd did not have express or implied 
decision unless it was plainly wrong or without evidence to 

support it. See Lapidus v. Lapidus, 226 Va. 575, 580, 311 

S.E.2d 786, 789 (1984) (noting that a court's finding based on 

evidence heard ore tenus will not be disturbed unless plainly 

wrong or unsupported by the evidence). 

 Husband argues that Singer controls the outcome of this 

case. The Virginia Supreme Court stated in Singer that 

"it is well settled that while a compromise 

made by an attorney without authority or in 

violation of his client's commands will not 

be enforced to the client's injury, yet if 

the authority of the attorney be apparent, 

then his client will be bound, unless the 

compromise possessed such elements of 

intrinsic unfairness as to provoke inquiry 

or imply fraud." 

144 Va. at 403-04, 132 S.E. at 315 (quoting Black v. Rogers, 75 

Mo. 441 (1882)). The Court went on to describe apparent 

authority as follows: 

"[A]s between the principal and agent and 

third persons, the mutual rights and 

liabilities are governed by the apparent 

scope of the agent's authority, which is 

that authority which the principal has held 

the agent out as possessing, or which he has 

permitted the agent to represent that he 

possesses, and which the principal is 

estopped to deny. The apparent authority, 

so far as third persons are concerned, is 

the real authority, and when a third person 

has ascertained the apparent authority with 

which the principal has clothed the agent, 

he is under no obligation to inquire into 

the agent's actual authority." 

 

 - 7 - 

authority to sign the agreement on wife's behalf, we will not 

address those two bases of authority. 
Id. at 404, 132 S.E. at 315 (quoting J.C. Lysle Milling Co. v. 

S.W. Holt & Co., 122 Va. 565, 571-72, 95 S.E. 414, 415 (1918)). 

The Court further explained: 

"Where one, without objection, suffers 

another to do acts which proceed upon the 

ground of authority from him, or by his 

conduct adopts and sanctions such acts after 

they are done, he will be bound, although no 

previous authority exists, in all respects 

as if the requisite power had been given in 

the most formal manner. If he had justified 

the belief of a third party that the person 

assuming to be his agent was authorized to 

do what was done, it is no answer for him to 

say that no authority had been given, or 

that it did not reach so far, and that the 

third party had acted upon a mistaken 

conclusion. He is estopped to take refuge 

in such a defense. If a loss is to be 

borne, the author of the error must bear it. 

If business had been transacted in certain 

cases, it is implied that the like business 

may be transacted in others. The inference 

to be drawn is that everything fairly within 

the scope of the powers exercised in the 

past may be done in the future, until notice 

of revocation or disclaimer is brought home 

to those whose interests are concerned. 

Under such circumstances, the presence or 

absence of authority in point of fact is 

immaterial to the rights of third persons 

whose interests are involved. The seeming 

and reality are followed by the same 

consequences. In either case the legal 

result is the same." 

Id. at 404-05, 132 S.E. at 315 (quoting Bronson v. Chappell, 79 

U.S. 681, 683 (1870)). 

 - 8 - 
 Here, there is no suggestion that fraud was practiced on 

wife in reaching the settlement agreement or that the agreement 

executed by Byrd was intrinsically unfair. Therefore, husband 

argues, if wife, by word or act, clothed Byrd with apparent 

authority to execute the settlement agreement on her behalf, 

husband and Schell could rely on such authority regardless of 

whether Byrd had wife's actual authority, and wife would be bound 

by the agreement. 

 Viewing the record in the light most favorable to husband, 

we find it devoid of any verbal or nonverbal representations by 

wife that could reasonably lead husband or Schell to conclude 

that Byrd had wife's authority to sign the final property 

settlement agreement on her behalf. The record discloses no 

direct communications between wife and husband or between wife 

and Schell regarding Byrd's authority.3

 Through her conduct, 

wife plainly held Byrd out as possessing the authority to conduct 

settlement negotiations on her behalf. She permitted him to 

attend the two negotiation meetings and to relay her offers and 

counteroffers to husband and Schell, as well as her rejections 

and acceptances of husband's offers and counteroffers. However, 

nothing in the record indicates that 

 

 - 9 - 

3

 The record contains no evidence from husband or his 

attorney as to how they ascertained the apparent authority with 

which they assert wife clothed Byrd. Neither testified at the 

hearing. 
wife held out Byrd as possessing the authority to execute the 

final property settlement agreement on her behalf. 

 At the ore tenus hearing in this case, Byrd recognized that 

wife "never gave [him] any authority to settle the case without 

her consent." Wife, rather than Byrd, was clearly in charge of 

the negotiations. It was unmistakably evident at the second 

negotiation meeting that Byrd had no authority to act on his own. 

He could not accept husband's counteroffer without first calling 

wife to obtain her assent. 

 Moreover, the two draft formal property settlement 

agreements sent by Byrd, with wife's approval, to Schell in the 

past were indicative of Byrd's limited authority. Those proposed 

agreements, meant to be signed by the parties, clearly manifested 

to husband and Schell wife's intention that she, rather than 

Byrd, would sign any final settlement agreement. 

 In Singer, the Supreme Court held that plaintiff's attorney 

had apparent authority to settle the case because he "consulted 

with his client relative to the compromise in the presence of the 

defendant and returned with assent." 144 Va. at 404, 132 S.E. at 

314. In the instant case, wife was not in the presence of 

husband and his attorney when Byrd consulted with her relative to 

the settlement or when Byrd returned with her purported assent. 

Indeed, from Schell's standpoint, not only was Byrd's 

consultation with wife not in Schell's presence, Byrd's belated 

return with wife's alleged assent came only after Byrd had left 

the negotiation meeting the previous night to call wife and had, 

without explanation, never returned to the meeting. We believe 

that, under such circumstances, husband and Schell's reliance on 

 - 10 - 
Byrd's alleged authority to execute the settlement agreement was 

not reasonably justified and, thus, was at their own peril. 

 We hold, therefore, that the trial court's finding that Byrd 

had apparent authority to sign the settlement agreement on wife's 

behalf is not supported by the evidence. Accordingly, we reverse 

the trial court's decision finding wife bound by the property 

settlement agreement signed by her attorney and remand the case 

for further proceedings.

 Reversed and remanded.

 - 11 - 
Annunziata, J., dissenting. 

 I respectfully dissent from the majority's decision. I 

find that the evidence in this case sufficiently supports the 

trial court's finding that wife clothed her attorney with 

apparent authority to enter into a binding final settlement 

agreement on her behalf. In the context of an attorney's 

authority to bind a client to an agreement or stipulation, 

traditional agency principles apply. See Edwards v. Born, Inc., 

792 F.2d 387, 389 (3rd Cir. 1986); see also Virginia Electric & 

Power Co. v. Bowers, 181 Va. 542, 547, 25 S.E.2d 361, 363 (1943) 

(noting that "an attorney is the agent of his client"). 

Accordingly, the attorney/agent has three types of authority 

under which action may be taken on behalf of the 

client/principal: express, implied, and apparent. Restatement 

(Second) of Agency § 7, 8 (1958). 

 A client may be bound where the attorney acted with the 

apparent authority to bind the client. See Singer Sewing 

Machine Co. v. Ferrell, 144 Va. 395, 132 S.E. 312 (1926) 

(holding that the client, by her actions, clothed her attorney 

with apparent authority to settle her claim); Restatement 

(Second) of Agency § 8 (1958). In Singer, the Virginia Supreme 

Court described the principle of apparent authority: 

"[A]s between the principal and agent and 

third persons, the mutual rights and 

liabilities are governed by the apparent 

scope of the agent's authority, which is 
that authority which the principal has held 

the agent out as possessing, or which he has 

permitted the agent to represent that he 

possesses, and which the principal is 

estopped to deny. The apparent authority, 

so far as third persons are concerned, is 

the real authority, and when a third person 

has ascertained the apparent authority with 

which the principal has clothed the agent, 

he is under no obligation to inquire into 

the agent's actual authority." 

144 Va. at 404, 132 S.E. at 315 (quoting J.C. Lysle Milling Co. 

v. S.W. Holt & Co., 122 Va. 565, 571-72, 95 S.E. 414, 415 

(1918)); see also National Labor Relations Board v. Donkin's 

Inn, Inc., 532 F.2d 138, 141 (5th Cir. 1976) ("'Apparent 

authority results when the principal does something or permits 

the agent to do something which reasonably leads another to 

believe that the agent had the authority he purported to have.'" 

(citation omitted)). Therefore, if the principal, by word or 

act, cloaks the agent with apparent authority, third persons may 

rely on such authority unless "'the compromise possessed such 

elements of intrinsic unfairness as to provoke inquiry or imply 

fraud.'" Singer, 144 Va. at 404, 132 S.E. at 315 (citation 

omitted). 

 Wife asserts that in Dawson v. Hotchkiss, the Virginia 

Supreme Court abandoned the principle it enunciated in Singer

that a client may be bound by a settlement entered into by an 

attorney where the client cloaks the attorney with apparent 

authority. 160 Va. 577, 169 S.E. 564 (1933). Wife misconstrues 

Dawson. In Dawson, the Court conducted an extensive factual 

 - 13 - 
analysis to determine whether the attorney had apparent 

authority to enter an agreement on behalf of the client. 

Dawson, 160 Va. at 582, 169 S.E. at 566. The Supreme Court 

concluded that, in "light of all the facts and circumstances 

shown by the evidence," the attorney did not have "apparent 

authority to make a binding contract for [the client]." Id. at 

586, 169 S.E. at 567. The Supreme Court thus affirmed the legal 

theory of apparent authority in the context of an 

attorney/client relationship, but found the evidence failed to 

support a finding of apparent authority in that case. 

Furthermore, the position enunciated in Singer and accepted in 

Dawson is consistent with that taken in numerous jurisdictions.4

 

 - 14 - 

4

 Several of our sister courts have held that apparent 

authority is a valid legal ground for binding a client to a 

final settlement entered into by the client's attorney. 

Columbus-America Discovery Group v. Atlantic Mut. Ins., 203 F.3d 

291, 298 (4th Cir. 2000) ("As a general rule, counsel of record 

have the apparent authority to settle litigation on behalf of 

their client."); Fennell v. TLB Kent Co., 865 F.2d 498 (2nd Cir. 

1989); Edwards v. Born, Inc., 792 F.2d 387, 390 (3rd Cir. 1986) 

(holding "that enforcing settlement agreements on the basis of 

apparent authority is consistent with the principles of agency 

law, the policies favoring settlements generally, and the 

notions of fairness to the parties in the adjudicatory process," 

and remanding for a factual determination of apparent 

authority); Blanton v. Womancare, Inc., 696 P.2d 645 (Cal. 

1985); Ballard v. Williams, 476 S.E.2d 783, 785 (Ga. 1997) 

("[A]n attorney of record has apparent authority to enter into 

an agreement on behalf of his client and the agreement is 

enforceable against the client by other settling parties." 

(citation omitted)); Scott v. Randle, 697 N.E.2d 60, 67 (Ind. 

Ct. App. 1998) (finding attorney had apparent authority to 

execute a binding settlement agreement where clients supported 

attorney's efforts to negotiate a final settlement on their 

behalf); Miotk v. Rudy, 605 P.2d 587, 591 (Kan. Ct. App. 1980); 

Nelson v. Consumers Power Co., 497 N.W.2d 205, 206 (Mich. Ct. 
 In accordance with agency principles, the words and conduct 

of wife govern the determination of whether Byrd had apparent 

authority to enter the Agreement on wife's behalf. See

Restatement (Second) of Agency § 27, cmt. a, b (1958) 

("[A]pparent authority to do an act is created as to a third 

person by written or spoken words or any other conduct of the 

principal which, reasonably interpreted, causes the third person 

to believe that the principal consents to have the act done on 

his behalf by the person purporting to act for him."). The 

conduct of her agent, Byrd, is not material to the inquiry. 

 Analyzing the evidence in light of these principles, the 

trial court concluded that wife clothed Byrd with apparent 

authority to execute the agreement on her behalf: 

 

 - 15 - 

App. 1993) (holding that "an attorney, acting solely in the 

interest of a client and without any improper motives, has the 

apparent authority to settle a lawsuit on behalf of the 

client."); Rosenblum v. Jacks or Better of America West, Inc., 

745 S.W.2d 754, 760-63 (Mo. Ct. App. 1998); Amatuzzo v. Kozmiuk, 

703 A.2d 9 (N.J. Super. Ct. App. Div. 1997); Hallock v. State, 

485 N.Y.S.2d 510, 513-14 (N.Y. 1984); Kaiser Foundation Health 

Plan of the Northwest v. Doe, 903 P.2d 375, 379 (Or. Ct. App. 

1995) (finding that defendant had vested her attorney with 

apparent authority to bind her to final settlement with 

plaintiff), modified on other grounds, 908 P.2d 850 (Or. Ct. 

App. 1996); Southwestern Bell Telephone Co. v. Vidrine, 610 

S.W.2d 803 (Tex. Ct. App. 1980); New England Educational 

Training Service, Inc. v. Silver Street Partnership, 528 A.2d 

1117, 1119-21 (Vt. 1987) (same); see also Rest. of Law Governing 

Lawyers § 27 (1998) ("A lawyer's act is considered to be that of 

the client in proceedings before a tribunal or in dealings with 

a third person if the tribunal or third person reasonably 

assumes that the lawyer is authorized to do the act on the basis 

of the client's (and not the lawyer's) manifestations of such 

authorization."). 
Mrs. Walson plainly held Mr. Byrd out as 

having authority to negotiate this case. 

She authorized him to attend the October 

27th meeting. All understood that she chose 

not to attend because of her supposed 

dislike of her husband, but that 

arrangements were made for her to 

communicate with her attorney during the 

course of that meeting. That Mr. Byrd did 

participate and, further, that he 

continually conferred with her by telephone 

in the course of this lengthy meeting. She 

did nothing to inform her former husband or 

his attorney of any restrictions on Mr. 

Byrd's authority. 

 Because the trial court's finding that Byrd had apparent 

authority is one of fact, see Nolde Bros. v. Chalkley, 184 Va. 

553, 567, 35 S.E.2d 827, 833 (1945), we must sustain that 

finding unless we conclude that it is plainly wrong or without 

evidentiary support. Naulty v. Commonwealth, 2 Va. App. 523, 

527, 346 S.E.2d 540, 542 (1986); Code § 8.01-680. "It is well 

settled that issues of credibility and the weight of the 

evidence are within the unique province of the trier of fact." 

Parish v. Spaulding, 26 Va. App. 566, 575, 496 S.E.2d 91, 95 

(1998), aff'd, 257 Va. 357, 513 S.E.2d 391 (1999). Therefore, 

we "review the evidence in the light most favorable to 

[husband], the party prevailing below and grant all reasonable 

inferences fairly deducible therefrom," Anderson v. Anderson, 29 

Va. App. 673, 678, 514 S.E.2d 369, 372 (1999), and we do "not 

substitute [our] judgment for the trial court's determination 

unless we find that the testimony relied upon by the trial court 

 - 16 - 
is inherently incredible," Parish, 26 Va. App. at 575, 496 

S.E.2d at 95.

 I find that the evidence amply supports the trial court's 

finding that wife clothed Byrd with apparent authority to enter 

into a final settlement agreement on her behalf. The 

negotiations conducted by the parties over a six-month period 

were manifestly characterized by Byrd acting on wife's behalf to 

reach a final settlement. In May 1999, wife accompanied Byrd to 

the first negotiation meeting for the express purpose of 

obtaining an agreement on the disputed property issues. Between 

that meeting and the October 1999 meeting, wife consistently 

communicated her proposals and rejection of husband's proposals 

to husband's counsel through Byrd's agency. These 

communications were made on her behalf and in her absence. 

 Wife acknowledged that the purpose of the October 

settlement negotiation meeting was to try "to resolve [the] 

matter" prior to the trial, which was scheduled to begin the 

following Monday. She admitted authorizing Byrd to attend the 

October meeting "on her behalf," for the specific purpose of 

negotiating a settlement of all issues in dispute. To that end, 

wife employed Byrd to communicate her offers and rejection of 

counteroffers to opposing counsel and his client, a function he 

had filled during the six-month negotiation period. 

 Byrd testified that he spoke with wife on the phone 

concerning each issue presented at the October meeting. At the 

 - 17 - 
end of the meeting, Byrd had spoken with wife at least ten 

times, and the parties had reached an agreement as to all terms 

except who would pay the mortgage while wife lived in the house 

pending its sale. Byrd left the meeting to communicate 

husband's counteroffer to wife, a course he had been following 

throughout the afternoon. Byrd did not return to the meeting 

until the following day, when he communicated wife's acceptance 

of husband's counteroffer to husband's counsel through a 

stipulation detailing the terms of the agreement. Both 

attorneys then signed the agreement. 

 Because wife, throughout the settlement negotiations, held 

out Byrd as having the authority to communicate wife's offers 

and rejection of counteroffers, husband and his counsel 

reasonably believed that Byrd had the authority to communicate 

wife's acceptance of husband's counteroffer. See Scott v. 

Randle, 697 N.E.2d 60, 67 (1998) ("[W]hen a party places an 

agent in the position of sole negotiator on his behalf, it may 

be reasonable for the third person to believe that the agent 

possesses authority to act for the principal. In such instance, 

the conduct of the principal constitutes the requisite 

manifestation or communication, although indirect."). 

 Wife relies on Auvil v. Grafton Homes, Inc., 92 F.3d 226 

(4th Cir. 1996), to support her contention that the trial court 

erred in finding that Byrd had apparent authority to bind her to 

a final settlement. In Auvil, the court found that "[t]he 

 - 18 - 
authority to negotiate . . . is far different from the authority 

to agree to a specific settlement." Auvil, 92 F.3d at 230. 

Wife's reliance on Auvil is misplaced. Auvil merely restates 

the need for evidence demonstrating that the client clothed the 

attorney with apparent authority to bind her to a final 

settlement. Id. at 230 ("An agent's authority must be conferred 

by some manifestation by the principal that the agent is 

authorized to act on the principal's behalf." (emphasis in 

original) (citation omitted)). 

 In this case, wife's actions clothed Byrd with authority to 

reach final settlement on her behalf. Several of the settlement 

proposals that wife authorized Byrd to present during the four 

hours of negotiations were full and complete, such that, if 

accepted by husband, they would have bound wife to a final 

settlement. By her actions and conduct, wife led husband and 

his counsel to reasonably believe that Byrd had authority to 

finalize the negotiations. Byrd, thus, had apparent authority 

to bind wife to a final settlement agreement. 

 Furthermore, the parties are bound despite the fact that 

they did not execute a written agreement. The evidence, viewed 

in the light most favorable to husband, demonstrates that the 

parties did not contemplate that a written agreement be executed 

as a condition precedent to their being bound. See Richardson 

v. Richardson, 10 Va. App. 391, 396, 392 S.E.2d 688, 690 (1990) 

("Where parties involved in contract negotiations do not 

 - 19 - 
expressly state that the validity of an agreement between them 

is subject to the preparation, approval, and signing of a formal 

written contract, it is a question of fact whether they intended 

that no contract would exist until a written agreement was 

executed."). Byrd testified that a formal property settlement 

agreement was not intended. Rather, he and husband's counsel 

had "discussed it, and just picked a method of either drafting a 

decree, and putting it in the decree, or doing it by 

stipulation, to be put into the decree." The trial court did 

not credit wife's testimony that she intended that a formal 

property settlement agreement be drafted and signed by both 

parties before either party would be bound. We are bound by the 

trial court's determination of fact on this issue. Anderson, 29 

Va. App. at 686, 514 S.E.2d at 376 (holding that trier of fact 

determines credibility of witnesses). Therefore, despite the 

absence of a written agreement signed by both parties, once Byrd 

communicated, with apparent authority, to husband's counsel that 

wife had accepted husband's counteroffer, both parties were 

bound. Id. at 394, 392 S.E.2d at 689. 

 In sum, I find that the holding in Singer that an attorney 

may bind his or her client to a final settlement on the basis of 

apparent authority remains controlling Virginia law. I also 

find there is sufficient evidence to support the trial court's 

decision that Byrd had apparent authority to bind wife to a 

final settlement. Because both attorneys signed the stipulation 

 - 20 - 
with legal authority, wife is bound by the agreement. I, 

therefore, would affirm the decision of the trial court. 

 - 21 -