                            UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                            No. 15-1261


CHARITY CHIDINMA EMERONYE SWIFT,

                Plaintiff – Appellant,

          v.

FRONTIER AIRLINES,   INCORPORATED,   a    Colorado   corporation;
JANE DOE,

                Defendants - Appellees.



Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria.     Anthony J. Trenga,
District Judge. (1:14-cv-01139-AJT-IDD)


Submitted:   September 18, 2015            Decided:    January 7, 2016


Before MOTZ, DIAZ, and HARRIS, Circuit Judges.


Affirmed by unpublished per curiam opinion.


Charity Chidinma Emeronye Swift, Stephen Christopher Swift,
SWIFT & SWIFT, ATTORNEYS AT LAW, P.L.L.C., Alexandria, Virginia,
for   Appellant.  Sarah   E.   Moffett,   Joseph M.   Rainsbury,
LECLAIRRYAN, Alexandria, Virginia; Austin W. Bartlett, Paula L.
Wegman, Steven L. Boldt, Charles Ingrassia, ADLER MURPHY &
MCQUILLEN LLP, Chicago, Illinois, for Appellees.


Unpublished opinions are not binding precedent in this circuit.
PER CURIAM:

     Charity Chidinma Emeronye Swift appeals from the district

court’s order granting Frontier Airlines’s motion to enforce an

oral settlement agreement and dismissing Swift’s action.                                We

hold that the district court did not abuse its discretion in

enforcing the settlement agreement.                   Thus, we affirm.

     When      considering          a    motion       to     enforce    a     settlement

agreement,         the   district         court       applies    standard       contract

principles.         Bradley v. Am. Household Inc., 378 F.3d 373, 380

(4th Cir. 2004).           To enforce a settlement agreement under its

inherent equity power, the district court “(1) must find that

the parties reached a complete agreement and (2) must be able to

determine its terms and conditions.”                       Hensley v. Alcon Labs.,

Inc.,   277    F.3d      535,   540-41        (4th    Cir.   2002).      We    review   a

district      court’s     findings       of    fact    for    clear    error    and    its

decision      to    enforce     a       settlement      agreement      for     abuse    of

discretion.         Id. at 541.           “Having second thoughts about the

results of a valid settlement agreement does not justify setting

aside an otherwise valid agreement . . . and the fact that the

agreement is not in writing does not render it unenforceable.”

Id. at 540 (citations and quotation marks omitted).




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       Under Virginia law, * “settlement agreements are treated as

contracts        subject      to     the     general       principles    of    contract

interpretation.”           Byrum v. Bear Inv. Co., 936 F.2d 173, 175 (4th

Cir. 1991).           A contract is formed when the offeree communicates

its acceptance to the offeror.                    See Levy v. Beach Inv. Corp.,

181 S.E.2d 607, 607–08 (Va. 1971).

       Swift proffers numerous arguments supporting her contention

that       no   binding    settlement       agreement       exists.      First,    Swift

asserts that her signing a release was a condition precedent to

the    creation       of    an     enforceable       agreement.         However,    when

questioned, Swift’s counsel (who was also her husband) could not

reference       any    discussion      or    other    objective    manifestation      of

such a requirement.              While counsel claimed that the condition

was    understood,         although    not    explicitly       verbalized,    Virginia

courts “ascertain whether a party assented to the terms of a

contract from that party’s words or acts, not from his or her

unexpressed state of mind.”                 Phillips v. Mazyck, 643 S.E.2d 172,

175    (Va.       2007).           Virginia       courts    require     an    objective

manifestation of consent to contract terms; “[a] party’s silence

. . . is insufficient to show its intention to be bound by the

       *
       Frontier asserts that                 choice of law in the context of
settlement agreements arising                 under federal law is unsettled.
However, Frontier notes that                 Swift cites to Virginia law and
that, even if federal common                 law applies, Virginia common law
may be considered.



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terms of a contract.”               Id. at 176.           Because, in reaching the

agreement, no mention was made of a requirement of a subsequent

written confirmation, the fact that the release was never signed

does not undermine the existence of the prior oral settlement

agreement.

       Next,     Swift      contends      that     the    very     existence        of   the

proffered      release,      together      with     the    fact    that       the   release

allegedly added additional terms and required a signature, is

proof that there was no agreement prior to a signed release.

However,       the   mere    existence      of     an     unsigned      and    subsequent

release, even if it contains additional terms, does not void a

prior oral agreement.             See Hart v. Hart, 544 S.E.2d 366, 374-75

(Va.   App.     2001)    (holding       that,     once     a   contract        is   formed,

attempt to add new terms does not void the contract, but rather

relates to the performance of the contract).                            In addition, in

the e-mail discussions regarding the release, Swift raised no

complaint       regarding     any    of    the     allegedly       additional        terms,

undermining her assertion that the release added terms and was

fundamentally unfair.             We conclude that the fact that Frontier

drafted a written release and forwarded it to Swift for her

signature did not void the oral settlement agreement.

       Next, Swift asserts that the district court erred in ruling

without    a    hearing      on   the     motion    to     enforce      the    settlement

agreement.           Specifically,        Swift     claims       that    the    following

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material issues of fact existed: (1) whether there was a meeting

of the minds, (2) whether Swift’s husband had authority to act

on her behalf, and (3) whether the agreement reached included an

apology.       In     determining      whether       to     enforce       a    settlement

agreement, if there is a substantial factual dispute over either

the agreement’s existence or its terms, then the district court

must hold an evidentiary hearing.                   Hensley, 277 F.3d at 541.

If, however, a settlement agreement exists and its terms and

conditions    can     be     determined,       as    long    as     the       excuse    for

nonperformance       is     comparatively      unsubstantial,         the      court    may

enforce the agreement summarily.               Id. at 540.

     We    find      that     the    district       court    did    not       abuse     its

discretion in summarily granting Frontier’s motion to enforce

the settlement agreement.             Although Swift challenged whether a

settlement agreement existed, the district court determined that

there was no substantial factual dispute on the point, because

Swift’s    claim     that    there   was   no    “meeting      of   the       minds”    was

contradicted by the record and entirely unsubstantiated.                               Both

parties agree that Swift requested a specific sum for dismissing

her case, Frontier agreed to pay it, and the parties shook hands

on the deal.        Swift’s request for an apology came later.                     Nor do

we find any genuine issue of fact as to the authority of Swift’s

husband (who appeared as counsel for his wife) to act on her

behalf.

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       Next,    Swift          contends     that      the       settlement         agreement       is

unenforceable because Frontier’s negotiation tactics were unfair

and in bad faith.                Specifically, Swift asserts that Frontier’s

counsel    preyed         on    her    emotional       state       in    securing        an   unfair

settlement.          Swift contends that the monetary settlement was

inequitable, and she would not have agreed to such an amount

absent    Frontier’s           counsel’s     misconduct           and     her     own     emotional

state.

       If inadequacy of price or inequality in value are the only

indicia    of       unconscionability,            the       case    must        be      extreme    to

justify equitable relief.                   Smyth Bros. v. Beresford, 104 S.E.

371,   381–82        (Va.       1920).      Other          factors,      however,         may     more

readily     show          that     the     bargain          was     legally          unfair       and

inequitable: concealments, misrepresentations, undue advantage,

oppression,         or      evidence       of    ignorance,             weakness         of     mind,

sickness,       old       age,        incapacity,          or     pecuniary          necessities.

Derby v. Derby, 378 S.E.2d 74, 79 (Va. App. 1989).

       Here,        the        factors     do        not        support       a      finding       of

unconscionability.                First,        the     bargain         was       not    obviously

inequitable.              Nor     is     there       any     indication           that     Frontier

misrepresented or concealed any evidence.                               Finally, while Swift

asserts    that       Frontier         preyed     on       her    emotional          state,      this

argument       is    not        credible.            Swift       does     not      contend        that

Frontier’s          counsel       badgered       or        strong        armed       her      during

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negotiations.          In     fact,    Swift      contends    the     opposite       —    that

Frontier’s counsel pretended to be friendly.                        Further, the offer

that was accepted was made by Swift herself, who is a lawyer and

who was represented by counsel at the settlement negotiations.

Given the undisputed facts, we conclude that the district court

did not abuse its discretion in rejecting the claim that the

contract was unconscionable.

     Finally,         Swift    contends      that    the    district     court’s         order

amounted    to    a    requirement       that       she    sign   the   release.          She

asserts    that   signing       a     release       that   states     that     she   freely

enters    into    the       agreement       would    be    perjury.       However,        the

district court’s finding was that a contract existed prior to

the unexecuted release:               Frontier would pay the agreed amount in

exchange for dismissal of the suit and confidentiality.                                  Thus,

the release was not part of the oral contract and need not be

executed.

     Thus, we affirm the district court’s order.                               We dispense

with oral argument because the facts and legal contentions are

adequately   presented          in    the    materials      before      this    court     and

argument would not aid the decisional process.

                                                                                  AFFIRMED




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