In re the Marriage of Williamson

IN THE COURT OF APPEALS OF IOWA

No. 20-1017
Filed May 12, 2021

IN RE THE MARRIAGE OF BYRON C. WILLIAMSON
AND VICKI L. HOVER-WILLIAMSON

Upon the Petition of
BYRON C. WILLIAMSON,
Petitioner-Appellee,

And Concerning
VICKI L. HOVER-WILLIAMSON,
Respondent-Appellant.
________________________________________________________________

Appeal from the Iowa District Court for Polk County, Joseph W. Seidlin,

Judge.

Vicki Hover-Williamson appeals from a decree of dissolution of marriage

and order approving final stipulation claiming there was no mutual assent to the

stipulation. REVERSED AND REMANDED.

Matthew G. Sease and Kylie E. Crawford of Sease & Wadding, Des Moines,

for appellant.

Andrew B. Howie of Shindler, Anderson, Goplerud & Weese, P.C., West

Des Moines, for appellee.

Considered by Doyle, P.J., and Mullins and May, JJ.
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DOYLE, Presiding Judge.

Vicki Hover-Williamson appeals from the decree of dissolution of marriage

and order approving final stipulation. Vicki argues the district court erred in

enforcing the stipulation and agreement because there was no mutual assent

“regarding the purported agreement’s scope and various provisions.” After our de

novo review we find that the parties did not mutually assent to those issues the

district court decreed were agreed upon in the court-ordered stipulation and

agreement filed by the parties. We reverse the district court’s ruling granting Byron

Williamson’s motion to enforce settlement agreement and order approving final

stipulation. And to avoid any confusion, we do not vacate that portion of the decree

that dissolves the parties’ marriage. We remand the case to the district court for a

full consideration of the issues presented and the entry of an appropriate decree.

I. Facts and Procedural History.

Byron and Vicki married in 2003. In June 2018, Byron petitioned for

dissolution of marriage. Vicki answered and the usual pretrial matters and

discovery began. Vicki retained new counsel and her original counsel withdrew.

Discovery continued. Trial was continued once and set for October 29, 2019. A

mediation was held. The parties continued to prepare for the trial. Witness and

exhibit lists were filed. On the morning the trial was to begin, Byron’s attorney

emailed the trial judge (copying in Vicki’s attorney) notifying the judge that “We

were able to settle the Williamson case last night.” He asked for ten to fourteen

days to get a stipulation to the judge for review and approval. That same morning,

Byron’s attorney emailed Vicky’s attorney with the subject: “Williamson

Confirmation.” He said,
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Thank you and Vicki for your work last night in getting this resolved.
Just to confirm some of the highlights, I’ve summarized what I believe
to be our agreement below. Let me know if I’ve missed anything,
and we can fill in some of the blanks as we work through the
Stipulation.

The summary sets forth terms of agreement on twelve issues concerning child

custody/parenting time, child support, and property division. The court cancelled

the trial and ordered that a stipulated order be filed by November 13.

Apparently it was agreed that Vicki’s attorney would prepare the stipulation.

On November 4, Byron’s attorney sent Vicki’s attorney an email, “Any progress on

this?” The next day Vicki’s attorney responded, “Hey, I’m sorry! I’ll get this over

to you ASAP after I get it walked thru with Vicki.” After not hearing anything further,

Byron’s attorney emailed Vicki’s attorney on November 13, 20, 25, and

December 15 requesting progress reports. Finally, on December 20, Vicki’s

attorney emailed Byron’s attorney her draft of the parties’ stipulation and

agreement, and “look[ed] forward to discussing the same.” Byron’s attorney

responded the next day with Byron’s suggested changes—thirteen of them. He

noted “none of these are major issues.” He asked that Vicki’s attorney get back to

him “asap to finalize this.” Vicki’s attorney emailed back, “Will do. Will be in the

office tomorrow and will connect with Vicki.”

On January 2, 2020, Byron’s attorney emailed Vicki’s attorney, “any update

on this?” A week later Vicki’s attorney withdrew from the case and another attorney

filed his appearance on behalf of Vicki.

On January 29, Byron moved to enforce the settlement agreement. Vicky

resisted and alleged there was no agreement because there was never a “meeting

of the minds” between Vicky and Byron on the financial issues. At the May 7
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contested hearing, Byron’s attorney argued there was a settlement between the

parties:

Particularly both parties indicated to the Court on October 29th that
the case was settled, not that there was additional negotiations, not
that they needed more time, but the case was resolved.

He said up until the motion to enforce was filed, Vicki never once disputed there

was an agreement. He argued the post-agreement back-and-forth between

counsel was over “clean-up language,” “tweaks,” “minor changes,” and “specific

language.” Vicki’s attorney, who was not involved in the original settlement

negotiations, countered that there was just an agreement to agree, there was no

meeting of the minds, and that the parties did not reach a total agreement—that

issues needed to be resolved. He said Vicki believed she was still negotiating. He

suggested, “This was at best a last-minute attempt by the parties and their

attorneys to avoid having to go to trial the next day.” He noted last-minute

settlement agreements often fall apart, as here, if a written document signed by

the parties and their counsel is not obtained before everyone leaves the mediation

or settlement room.

The district court found,

This dissolution of marriage action has been pending for
almost two years. Trial was originally scheduled for June 4, 2019,
but was continued to October 29, 2019. After extensive discovery
and negotiations, counsel for [Byron], with [Vicki]’s counsel’s
consent, notified the court on the eve of trial that an agreement had
been reached between the parties and that the trial would not be
necessary. The court then entered an Order on October 29, 2019,
canceling the trial and directing a stipulated Order to be submitted by
November 13, 2019.
On October 29, 2019, counsel for [Byron] sent an email to
[Vicki’s counsel] summarizing what he believed to be the parties’
agreement. It is clear from the ensuing correspondence between
counsel that it was intended that [Vicki]’s counsel prepare the
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Stipulation. There was a considerable delay in producing this
document in spite of [Byron]’s counsel’s diligent prodding. [Vicki]’s
counsel finally submitted a proposed Stipulation to [Byron]’s counsel
on December 20, 2019. The following day, [Byron]’s counsel sent
an email to [Vicki]’s counsel with several proposed changes to the
draft Stipulation. (exhibit references omitted).

The court determined,

Here, it is plainly evident that the parties intended to and did
reach agreement on many issues. Counsel for both parties agreed
to notify the court of an agreement and request that the trial be
canceled. [Byron]’s counsel provided [Vicki]’s counsel with a
summary of an agreement. [Vicki]’s counsel never denied the
existence of an agreement, and responded with a draft stipulation
largely consistent with that summary. The relatively few issues in
dispute were noted by [Byron]’s counsel in his responsive email of
December 21, 2020. As there is no documentation of any agreement
as to those issues, they will have to be left for the court to try. (exhibit
reference omitted).

The court found the parties’ agreement was documented in Vicki’s

December 20, 2019 proposed stipulation, with thirteen exceptions. The court

approved the agreement and ordered it would enforce the agreement except for

twelve issues reserved for trial. Those issues being:

1. notice for summer vacation time;
2. possession of children’s passports;
3. what, if any, good cause exists to deviate from the Iowa Child
Support Guidelines;
4. which party will maintain health insurance for the children;
5. the parties’ responsibility for payment of uncovered medical
expenses for the children;
6. post-secondary education subsidy for the children;
7. whether or when [Vicki] will be required to refinance the mortgage
indebtedness on the real estate awarded to her;
8. whether or when [Byron] will be required to refinance the mortgage
indebtedness on the real estate awarded to him;
9. whether [Byron] will receive any mortgage interest and real estate
tax deductions paid in 2018 and 2019 to claim on his individual
federal and/or state tax returns;
10. disposition of the 1989 GMC Jimmy, end table near the couch
and the overstuffed rocking chair;
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11. whether [Vicki]’s FERS pension should be divided before or after
deduction for health insurance.
12. Court costs and attorney fees associated with the trial of the
above reserved issues.

The court ordered Byron’s attorney to prepare a proposed order “setting forth and

approving the parties’ stipulation consistent with the above ruling,” and ordered it

be submitted for court approval by June 10, “with such proposed order approved

by counsel for [Vicki] as to form only.” The court ordered the parties to schedule

a trial on the remaining twelve issues to take place within sixty days. Trial was set

for July 23.

Following the court’s order, the parties submitted to the court a stipulation

and agreement, approved as to form by the parties’ counsel. It was not signed by

either of the parties. The introductory paragraph states, in part:

The parties, by their counsels’ signatures below, report to the Court
they have resolved all issues contained herein, with the excepted
issues set forth below, and the following represents their proposed
disposition. By submitting this Stipulation and Agreement, [Vicki]
does not waive any appeal rights regarding the Court’s Order to
Enforce Settlement Agreement and the court’s Decree adopting the
same.

On July 6, 2020 the district court entered a decree of dissolution of marriage and

order approving and adopting the stipulation. The court reserved jurisdiction to

determine at the trial scheduled for July 23 the issues of: children’s health

insurance, start date of child support obligation, whether a reduction or deviation

from the Benson1 formula should be applied to Vicki’s FERS account for purposes

of medical insurance coverage, division of an end-table, and payment of attorney

1 In re Marriage of Benson, 545 N.W.2d 252, 255 (Iowa 1996) (approving a
percentage method of allocating pension benefits under a formula).
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fees and costs.2 Trial on those issues took place on July 23. Vicki hired appellate

counsel and appealed from the court’s July 6 order.3 The supreme court

determined the district court’s July 6 order was a final order for purposes of appeal,

citing Fenchel v. Fenchl, 268 N.W.2d 207,209 (Iowa 1978) (stating a final decree

is the one in which the marriage is terminated). The appeal was allowed to

proceed. In September 2020, the district court entered an order “determin[ing] that

it has been divested of jurisdiction to enter any orders stemming from the trial of

July 23, 2020 while the above described appeal is pending, in the absence of an

Order of Limited Remand from the appellate court.”

II. Standard of Review.

We review equity actions, including dissolutions of marriage, de novo. See

In re Marriage of McDermott, 827 N.W.2d 671, 676 (Iowa 2013). De novo review

means we examine the entire record and adjudicate the issues anew. See id.

While not binding, we give weight to the district court’s factual findings, particularly

concerning witness credibility. See Iowa R. App. P. 6.904(3)(g). We will disturb

the district court’s rulings only when they fail to provide an equitable resolution.

See McDermott, 827 N.W.2d at 676.

2 Bifurcated divorces are not permitted. See In re Marriage of Thatcher, 864
N.W.2d 533, 539 (Iowa 2015) (“We conclude the plain language of this provision
[Iowa Code § 598.21] requires a division of property contemporaneous with the
decree of dissolution.”). Neither party raised the issue before the district court or
on appeal. It would be improvident of us to vacate the decree of dissolution over
the court’s failure to divide an end-table at the same time as the decree.
3 Vicki’s notice of appeal notes “Trial on issues reserved by Polk County District

Court in July 6, 2020 Order occurred on July 23, 2020. Written ruling is
forthcoming.”
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III. Analysis

Vicki claims she and Byron did not reach a binding settlement agreement.

“A stipulation and settlement in a dissolution proceeding is a contract between the

parties.” In re Marriage of Jones, 653 N.W.2d 589, 593 (Iowa 2002). “It is

enforceable like any other contract, and a party may not withdraw or repudiate the

stipulation prior to entry of judgment by the court.” Id. at 589. “Settlement

agreements are essentially contracts, and general principles of contract law apply

to their creation and interpretation.” Sierra Club v. Wayne Weber LLC, 689 N.W.2d

696, 702 (Iowa 2004) (citations omitted). “In order to be bound, the contracting

parties must manifest their mutual assent to the terms sought to be enforced.” Id.

(citation omitted). In other words, the parties must express their mutual assent to

the terms of the contract. Schaer v. Webster Cty., 644 N.W.2d 327, 338 (Iowa

2002). Mutual assent depends on objective evidence, not the hidden intent of the

parties. Id. “Mutual assent is present when it is clear from the objective evidence

that there has been a meeting of the minds.” Royal Indem. Co. v. Factory Mut.

Ins. Co., 786 N.W.2d 839, 846 (Iowa 2010).

The mode of assent is termed offer and acceptance. Heartland Express,

Inc. v. Terry, 631 N.W.2d 260, 268 (Iowa 2001). A binding contract also requires

acceptance of the offer. Magnusson Agency v. Pub. Entity Nat'l Co.-Midwest, 560

N.W.2d 20, 26 (Iowa 1997). Acceptance of an offer is a manifestation of assent to

the terms made by the offeree in a manner invited or required by the offer.

Heartland Express, 631 N.W.2d at 270 (citing Restatement (Second) of Contracts

§ 50). “The rule is well settled that in a contract by offer and acceptance, the

acceptance must conform strictly to the offer in all its conditions, without any
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deviation or conditions whatever,” or otherwise “there is no mutual assent and

therefore no contract.” Shell Oil Co. v. Kelinson, 158 N.W.2d 724, 728 (Iowa 1968).

We view Vicki’s December 20, 2019 proposed stipulation and agreement

as the offer. Byron did not accept the offer “in all its conditions, without any

deviation or conditions whatever.” Instead, he made a counter-offer. Byron

suggested thirteen changes to Vicki’s proposal, although none were “major

issues.” At this point there was no mutual assent and therefore no contract. In

response to Byron’s counter-offer Vicki’s attorney said she would “connect with

Vicki.” Vicki never accepted or even responded to Byron’s counter-offer. Again,

at this point there was no mutual assent and therefore no contract.4 There is no

objective evidence to the contrary. We conclude the district court erred in

determining a binding settlement agreement had been reached by the parties.5

We reverse the district court’s ruling granting Byron’s motion to enforce

settlement agreement and order approving final stipulation. And to avoid any

confusion, we do not vacate that portion of the decree that dissolves the parties’

marriage. We remand the case to the district court for a full consideration of the

issues presented and the entry of an appropriate decree.

4 It is not uncommon in divorce cases for the parties to ask the court to endorse
the parties’ agreement on those issues to which they agree while reserving the
unresolved issues for trial. See, e.g., In re Marriage of Briddle, 756 N.W.2d 35, 38
(Iowa 2008) (noting the parties stipulated an agreement regarding child custody
and visitation matters, but reserved the issues of child support, spousal support,
ad property division for trial). But that is not what happened here.
5 According to the pleadings, the one thing the parties did agree on is that “There

has been a breakdown of the marriage relationship to the extent that the legitimate
objects of matrimony have been destroyed and there remains no reasonable
likelihood that this marriage can be preserved.”
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Costs are taxed one-half to each party.

REVERSED AND REMANDED.