                      United States Court of Appeals
                            FOR THE EIGHTH CIRCUIT
                                 ___________


                                 No. 97-3772
                                 ___________

Forrest E. Mueller,                     *
                                        *
             Appellant,                 *
                                        *
      v.                                *
                                        *
Guardian Life Insurance Company,        *
a corporation; Guardian Life Insurance * Appeal from the United States
Company of America, a corporation;      * District Court for the
Austin Schussler, Regional Director     * Eastern District of Missouri
of Agencies for the Guardian Life       *
Insurance Company,                      *
                                        *
             Appellees.                 *
                                   ___________

                          Submitted: April 17, 1998

                               Filed: May 1, 1998
                                 ___________

Before BOWMAN,1 Chief Judge, and McMILLIAN and MURPHY, Circuit Judges.
                              ___________


McMILLIAN, Circuit Judge.



      1
      The Honorable Pasco M. Bowman succeeded the Honorable Richard S.
      Arnold as Chief Judge of the United States Court of Appeals for the
      Eighth Circuit at the close of business on April 17, 1998.
       Plaintiff Forrest E. Mueller appeals from a final order entered in the United
States District Court2 for the Eastern District of Missouri, enforcing settlement terms
which the district court held to be legally binding, following an evidentiary hearing on
an opposed motion, brought by defendants Guardian Life Insurance Co. of America
(Guardian) and Austin Schussler, to enforce a settlement agreement. Mueller v.
Guardian Life Ins. Co., No. 4:95CV1569 (E.D. Mo. Sept. 26, 1997) (order); id.
(memorandum opinion) (hereinafter “slip op.”). For reversal, plaintiff argues, among
other things, that the district court clearly erred in finding that plaintiff had given his
former attorney, Stanley Goodkin, express authority to accept a written settlement
counter-offer submitted by defendants to Goodkin and orally conveyed by Goodkin to
plaintiff. For the reasons stated below, we affirm.

       The following is a brief summary of the evidence and the facts as set forth in the
district court’s memorandum opinion. Slip op. at 1-6. Plaintiff is a former insurance
agent for Guardian. Schussler is a regional director for Guardian. Plaintiff sued
defendants in state court for breach of contract arising out of certain alleged promises
made by Schussler to plaintiff during plaintiff’s employment with Guardian. The case
was removed to federal district court on the basis of diversity jurisdiction, and Guardian
filed a counterclaim alleging that plaintiff owed Guardian a large sum of money.

       On January 22, 1997, after the case was set for trial and on the eve of several
scheduled depositions, Goodkin, who was plaintiff’s attorney at the time, wrote to
Guardian’s attorney, Chris Osborne, and Schussler’s attorney, Clark Cole, with a
settlement proposal setting forth three basic terms. Osborne responded to Goodkin
with a written settlement counter-offer dated January 24, 1997, on behalf of both
defendants, which contained modifications to each of the three terms. According to
Goodkin’s testimony at the evidentiary hearing, he communicated the substance of this


      2
       The Honorable Stephen N. Limbaugh, United States District Judge for the
Eastern District of Missouri.
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counter-offer to plaintiff over the telephone, plaintiff stated that the counter-offer was
“okay,” and Goodkin, in response, told plaintiff that he would call Osborne to accept
the proposal and instruct Osborne to prepare the written agreement. Id. at 3. Goodkin
thereafter did call Osborne and told Osborne that plaintiff accepted the counter-offer
and that Osborne should prepare the settlement agreement. Osborne testified at the
evidentiary hearing to essentially the same facts concerning the substance of telephone
call from Goodkin to Osborne. The depositions scheduled for January and other
pending discovery requests were canceled. Goodkin sent a notice to the clerk of the
district court stating that the parties had reached a settlement and that a notice of
dismissal would be filed. Id. at 3-4.

       Plaintiff also testified at the evidentiary hearing. He did not dispute the fact that
he authorized Goodkin to make the initial settlement offer and that the terms of the
January 22, 1997, offer made by Goodkin were essentially consistent with plaintiff’s
position at that time. However, he testified that he never agreed to the January 24,
1997, counter-offer and never authorized Goodkin to settle the case. Id. at 2, 4.

       A written settlement agreement was never executed. Plaintiff refused to sign
any of the settlement documents drafted by Osborne. Goodkin subsequently withdrew
from the case and plaintiff’s present attorney, Sidney Gould, entered an appearance on
plaintiff’s behalf. Id. at 4-5.

        Upon consideration of the conflicting testimony presented at the evidentiary
hearing, the district court found Goodkin’s and Osborne’s testimony to be more
credible than plaintiff’s, particularly in light of the factual circumstances surrounding
the settlement discussions and the reasonable inferences to be drawn therefrom. Id. at
5. The district court found that “Goodkin was clothed by plaintiff with authority to
settle the case” and that “there was a meeting of the minds” to settle the case according
to the terms of the counter-proposal of January 24, 1997, notwithstanding the fact that
the parties were unable to consummate the agreement in writing. Id. at 5-6. Applying

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the rule of Leffler v. Bi-State Development Agency, 612 S.W.2d 835 (Mo. Ct. App.
1981), and distinguishing the cases cited by plaintiff, the district court held that, under
applicable Missouri agency law, Goodkin had express authority from plaintiff to enter
into the settlement agreement according to the terms of the counter-offer of January 24,
1997, and that Goodkin did contractually bind plaintiff by accepting that counter-offer.
Slip op. at 6-7. The district court therefore entered the final order enforcing the
settlement agreement, from which plaintiff now appeals.

       We have carefully considered the record and all of plaintiff’s arguments on
appeal and find them to be without merit. Foremost, plaintiff challenges the district
court’s finding that he had given Goodkin express authority to settle the case according
to the terms of the January 24, 1997, counter-offer. Plaintiff points out that Goodkin
admitted on the stand that he, Goodkin, never spelled out for plaintiff the precise
differences between plaintiff’s offer of January 22, 1997, and defendants’ counter-offer
of January 24, 1997. Based upon this and other facts shown by the evidence (such as
the disparities between the two offers), plaintiff maintains that it is highly unlikely that
the events occurred in the manner found by the district court and, therefore, the district
court’s findings are clearly erroneous. Plaintiff also argues that “Goodkin did not have
the moral or intellectual understanding to negotiate for his client” and notes that
Goodkin and Osborne were formerly partners in a now-defunct law firm, a fact which
was never disclosed to plaintiff. Brief for Appellant at 18-19. Plaintiff contends that
“Goodkin did a poor job of representing his client” because he failed to recognize and
convey to plaintiff the deficiencies in the January 24, 1997, counter-offer. Id. at 21.
These latter arguments addressing the adequacy of Goodkin’s legal representation,
regardless of their merit, are irrelevant to the district court’s findings that plaintiff gave
Goodkin express authority to settle the case and that Goodkin did settle on plaintiff’s
behalf. Upon careful review, we hold that the district court’s factual findings are not
clearly erroneous in light of the district court’s credibility determinations to which we
defer, the evidence in the record supporting the district court’s findings, and the
reasonable inferences drawn by the district court from the evidence.

                                             -4-
        Finally, we find no merit to plaintiff’s separate, but related, argument that
Goodkin’s actions could not bind plaintiff as a matter of agency law because Goodkin
was acting adversely to the interests of his client in accepting the January 24, 1997,
counter-offer. Plaintiff cites as support, Restatement (Second) of Agency § 387 (1958):
“[u]nless otherwise agreed, an agent is subject to a duty to his [or her] principal to act
solely for the benefit of the principal in all matters connected with his [or her] agency.”
The district court found that Goodkin read the January 24, 1997, counter-offer to
plaintiff and that plaintiff expressly authorized Goodkin to accept the counter-offer on
his behalf. Thereafter, according to the district court’s findings, Goodkin did nothing
but take reasonable steps toward execution of the settlement agreement in writing and
termination of the litigation in light of the settlement. None of these actions taken by
Goodkin, in his capacity as plaintiff’s agent, was inconsistent with his duty to act solely
for plaintiff’s benefit.

       For the reasons stated, the final order of the district court is affirmed. See 8th
Cir. R. 47B.

      A true copy.

             Attest:

                     CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.




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