Billie A. Golding, t/a Golding Appraisal Company v. Robert K. Floyd, Jr., et al., 261 Va. 190

Summary

The Supreme Court of Virginia considered whether a handwritten settlement memorandum created a binding contract when it stated that the settlement was subject to execution of a formal agreement. The court held that the language was clear and unambiguous and made execution of the formal agreement a condition precedent to contract formation. Because no formal agreement was executed, the court reversed and vacated the trial court’s judgment, reinstated the underlying action, and remanded for further proceedings.

Holdings

1. A written agreement expressly made subject to and dependent upon the execution of a formal agreement does not create a binding contract before the formal agreement is executed.
2. When a contract's terms are clear and unambiguous, extrinsic evidence is inadmissible to determine the parties' objectively manifested intent.

Questions Presented

1. Whether the settlement memorandum created a binding contract despite stating that it was subject to execution of a formal agreement.
2. Whether the trial court could consider extrinsic evidence to determine the parties' intent when the memorandum was clear and unambiguous.

Disposition

reversed_and_remanded