dissenting:
The majority’s answer to the certified question carves out a special exception, for in-court settlements, to our well-established jurisprudence that settlement agreements are enforceable as contracts and that agency principles apply in the context of the lawyer-client relationship. I see no warrant in our cases to justify such a departure. Moreover, there is a risk that the majority’s special exception will undermine the policy of encouraging settlement of litigation. Therefore, I dissent and would hold that, as in other contexts, whether a client is bound by the settlement negotiated by a lawyer in court is governed by our well-known agency principles, including apparent authority. Applying those principles to the facts of this case, the District Court judge found that because the District of Columbia was reasonable in its belief that the attorney was authorized to settle on behalf of his client, he was clothed with apparent authority. Therefore, vis a vis the District of Columbia, the client is bound by the settlement. If a fact-finder were to determine that the client did not actually authorize her lawyer to agree to the one disputed term of the settlement — a fact that is assumed for present purposes, but has not been found — the client’s remedy is not to thwart the reasonable expectations of the District of Columbia, but to sue her attorney for malpractice.
There is no question that settlement agreements are contracts and are enforceable as such. See Goozh v. Capitol Souvenir Co., 462 A.2d 1140, 1142 (D.C.1983). Nor is it disputed that a principal is bound by a contract entered into by an authorized agent. See Restatement (Second) op Agency § 140 (1958) (“The liability of the principal to a third person upon a transaction conducted by an agent, ... may be based upon the fact that ... the agent was apparently authorized.”). The agent may have “actual” authority derived from the consent of the principal given to the agent, see id. at § 7 (“Authority is the power of the agent to affect the legal relations of the principal by acts done in accordance with the principal’s manifestations of consent to [the agent].”), or “apparent” authority based on words or actions of the principal to a third person which lead that third person reasonably to believe that the agent is authorized to act for the principal in the matter at hand. See Feltman v. Sarbov, 366 A.2d 137, 139-40 (D.C.1976); Restatement (Second) of Agenoy § 8 (1958). The majority does not take issue with these basic principles of contract and agency law.
Notwithstanding clear law, the majority considers that settlement agreements that are reached in court, however, should be treated as an exception to the general law of contract and agency. The majority holds that with respect to in-court settlements, a client is bound only if a lawyer has actual authority.1 It finds its support *307in two sources, both of which are inappo-site. In Bronson v. Borst, 404 A.2d 960 (D.C.1979), we stated that “regardless of the good faith of the attorney, absent specific authority, an attorney cannot accept a settlement offer on behalf of a client.” Id. at 963. But Bronson is easily distinguishable as it involved a lawsuit brought by an attorney against his client to enforce a contract the attorney had negotiated without actual authority in order to collect his contingent fee from the client. See id. at 961.2 Bronson did not involve the interests of a third person, and therefore, the court in that case had no occasion to focus on the principles of agency law presented by the case before us. The majority also relies on the Rules of Professional Conduct, specifically Rule 1.2(a), which provides that “[a] lawyer shall abide by a client’s decision whether to accept an offer of settlement of a matter.” But this rule is concerned with a lawyer’s obligation to a client, and as authority for the certified question suffers from the same deficiency as Bronson: it says nothing about the interests of third persons. Moreover, if Bronson and Rule 1.2(a) are authoritative on the issue of a third person’s right to rely on an agent’s apparent authority, the majority’s reasoning would not be limited to the situation of in-court settlements presented in the certified question because no settlement agreed to by a lawyer without actual authority would be binding on a client whether reached in court or in a law office.
Agency law developed as a way of facilitating commerce and transactions by laying down rules that permit principals to expand the scope and effectiveness of their activities by acting through agents. See 1 William Blackstone, Commentaries on the Laws of England * 418 (1765) (“[Wjithout such a doctrine as this, no mutual intercourse between man and man could subsist without any tolerable convenience.”) Since Blackstone’s time, the practice of acting through agents has become so entrenched that it is an entirely unremarkable and frequent occurrence in this city and across the country that lawyers, in the course of representing their clients, negotiate and enter into contracts on behalf of their clients. These contracts can arise in commercial transactions, or in settling litigation — sometimes in court, sometimes outside of court. In acting for them clients, a lawyer’s actions are governed by principles of agency law. As explained in the Restatement:
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 authorization.
*308Restatement (Third) of the Law Governing LawyeRS § 27 (2000). With respect to settlement agreements, the general rule is that “a client is not bound by a settlement that the client has not authorized a lawyer to make by express, implied, or apparent authority....” Id. cmt. d. (emphasis added). As with other agents, a lawyer has apparent authority “when and to the extent a client causes a third person to form a reasonable belief that a lawyer is authorized to act for the client.” Id. § 27 cmt. b. The majority’s special rule requiring actual authority for in-court settlements is a step backwards from the long tradition recognized by Blackstone and accepted in the Restatement.
“The existence of apparent authority is a question of fact.” Feltman, 366 A.2d at 140. Based on the record in this case, the United States District Court found that the attorney had apparent authority, and that, as a result, Ms. Makins is bound by the terms of the agreement her lawyer negotiated to settle her lawsuit against the District of Columbia. In evaluating whether an agent has apparent authority, we ask whether the “principal [the client] place[d] the agent [the lawyer] in a position which causefd] a third person to reasonably believe the principal had consented to the exercise of authority the agent purports to hold.” Feltman, 366 A.2d at 139 (internal quotations and citations omitted). Thus, although the focus is on the principal’s actions, their effect is evaluated through the eyes of a reasonable third person. In this case, the court had ordered that the lawyers be present at the settlement conference and that the “parties shall either attend the settlement conference or be available by telephone for the duration of the settlement conference” — a clear indication to the participants that the purpose of the conference was to agree on final and binding terms.3 Ms. Makins was aware of the purpose of the conference and that she could attend and participate if she wished. She knew that her lawyer was going to attend the settlement conference on her behalf and acquiesced in her lawyer’s advice that she not attend the conference. Ms. Makins acknowledged that she spoke to her lawyer several times during the conference. At the conference, Ms. Makins’s lawyer represented to the District’s lawyer and to the court that he was consulting with his client by telephone, a procedure which had been expressly envisioned in the court’s order. From the perspective of the District of Columbia’s lawyer, who was aware of the terms of the court’s order, it was reasonable to believe that Ms. Makins had authorized her lawyer to settle the case on her behalf. This belief is made more, not less, reasonable by the circumstance that the lawyer’s actions took place in court, where a lawyer has a professional obligation not only to his client, but also as an officer of the court. See Ashley v. Atlas Mfg. Co., 7 F.R.D. 77 (D.D.C.1946) (client bound by counsel’s in-court agreement to settlement terms where counsel made “a categorical, unambiguous, unequivocal statement which could lead to no other conclusion both in the minds of opposing *309counsel and the Court, but that counsel had full authority,” and court was unwilling to believe that “counsel should make such a statement without authority”)-4 That Rule 2.1(a) of the Rules of Professional Responsibility requires a lawyer to follow a client’s decision in settling a case adds further weight to a third person’s belief that a lawyer has been authorized by the client to accept a settlement because it is more reasonable to expect that a lawyer will act consistent with professional obligations than that a lawyer will disregard them, particularly since, as discussed below, that disregard can subject the lawyer to legal liability and professional sanction. If the evidence was sufficient to support the District Court’s finding that Ms. Ma-kins put her lawyer in a situation such that the District of Columbia reasonably believed that Ms. Makins’s attorney was authorized to settle the litigation, her lawyer had apparent authority to enter into the settlement agreement, and it is enforceable by the District against Ms. Makins.5
That the District’s reasonable reliance on the lawyer’s authority and expectation interest in the settlement it negotiated are protected by principles of agency and contract law does not mean that Ms. Makins is without recourse if, in fact, her lawyer acted without actual authority and caused her to incur a loss — a fact-finding that the District Court judge chose not to make here because the testimony of Ms. Makins and her lawyer were at odds. If that is the case, however, she has a cause of action for beach of contract or legal malpractice against her lawyer. See Glekas v. Boss & Phelps, Inc., 437 A.2d 584, 587 (D.C.1981) (holding that an agent’s breach of duty is equivalent to breach of contractual obligation); Ashley, 7 F.R.D. at 77 (“If, as a matter of fact, counsel had no authority, then the resulting difficulty is between him and his client.”); Restatement (Second) op Agency § 401 cmt. e (1958) (“If an agent acts contrary to the principal’s orders ..., and a loss to the principal results from such disobedience or failure to act, the agent is subject to liability [to the principal] for such loss if such loss is within the risk created by the disobedience ... ”); Restatement (ThiRd) op the Law GoverniNG Lawyers § 27 cmt. f (2000) (“When a client is bound by an act of a lawyer with apparent but not actual authority, a lawyer is subject to liability to a client for any resulting damages to the client, unless the lawyer reasonably believed that the act was authorized by the client.”). In this manner, liability is properly placed on the person who acted improperly, without upsetting a legally enforceable contract.6 A lawyer who violates rules of professional conduct by binding a *310client outside the scope of actual authority can also be sanctioned through professional disciplinary proceedings, or, in an appropriate case, the court may impose a procedural sanction. See id. The real risk of exposure to liability and professional sanction cannot be discounted as effective checks on a lawyer’s unfounded representation that settlement is authorized by the client.
Beyond protecting the legitimate interests of the parties in this case, it is important to take into account the public policy that favors settlement of litigation. Thus, we should lay down rules that are conducive to negotiating settlements without unnecessary constraints. The special exception that the majority adopts disfavors in-court settlements by creating a cloud over the enforceability of an agreement unless the other party is satisfied that it is dealing with an attorney who has actual authority. But how is this to be done? A settlement is the result of a negotiation that involves discussion and give-and-take. In the delicate and fluid atmosphere of settlement negotiations, parties usually think it is to their advantage to keep their ultimate settlement position close to the vest. It would be counterproductive to require disclosure of the “bottom line” terms that a client will accept in order to assure the opposing party that the lawyer has actual authority. So the realistic options are that the client must personally agree to the terms at each stage of negotiations or that the client must give the lawyer “carte blanche” at the outset. Neither option is conducive to settlements because one is so restrictive as to eliminate the benefit of acting through an agent and the other requires the principal to cede all discretion to the agent.
There are other practical considerations. As the facts in this case demonstrate, lawyers often counsel their clients to stay away from court settlement conferences as a way of reducing direct pressure to settle by the court. This time-tested technique of haggling at the bazaar as well as in settlement conferences gives the agent room to maneuver when considering and countering a settlement offer. Indeed, it is probably precisely because the court was well aware of this dynamic and the potential for backsliding if the lawyer reserves the right to consult with the client that it ordered the District to have at all “settlement meetings ... an individual with full settlement authority” and Ms. Makins either to be present in court or accessible by telephone. See supra note 3. If a third person knows an in-court settlement with counsel in conditioned on the client’s sign-off, the third person may be well-advised to hold back on the terms of settlement in order to protect against the risk that the client will not ratify the agreement unless there is an additional concession. This kind of gamesmanship does not promote settlements.
Finally, the majority’s special exception seems particularly unnecessary in the case of in-court settlements. Even though they are private agreements the terms of which cannot be dictated by the court, settlements conducted under the guidance of a judicial officer who has reviewed the merits of the underlying litigation and discussed them with the parties bear some assurance that the terms agreed upon are fair.
For the foregoing reasons I would answer the certified question in the affirmative.
. In its opinion the majority suggests that because the attorney was ordered to appear in court, the fact that he was present “was of limited value in evaluating a conveyance of *307authority.” The majority's conclusion that the settlement agreement is not enforceable does not rest on a determination that there was no apparent authority on the facts of this case, however, but on a special rule that requires actual authority for all in-court settlements.
. Bronson was also very different on the facts. As opposed to the situation before us where the attorney testified that the client had authorized him to accept the settlement and the client not only knew that the attorney was attending a settlement conference on her behalf but also acknowledged that her lawyer consulted with her during the negotiations but disputed that she had agreed to settle without an offer of a job, in Bronson there was no possibility that the lawyer may have thought he was authorized to accept the settlement agreement as the lawyer testified that he accepted the proffered settlement even though the client had "made it clear to [the attorney] that he would not accept the offer of settlement” and had stopped communicating with the lawyer. 404 A.2d at 961.
. When the court referred the matter to the magistrate for settlement purposes, it ordered the District to “have present at all settlement meetings ... an individual with full settlement authority.” As the majority notes, the court's order did not contain a similar instruction addressed to Ms. Makins. That is more likely a reflection of the court’s experience with the manner in which bureaucratic institutions such as governments and corporations operate, than an indication that it expected to set up a lopsided negotiation where only one side of the litigation would be in a position to reach a final settlement. Rather, the court most likely did not feel a need to order that Ms. Makins’s lawyer be fully authorized to settle her case because it assumed that would be the case.
.As the majority notes, the court in Ashley stated that an attorney cannot bind a client to a settlement without "specific authority.” This statement is unsupported by any citation. The majority also attempts to distinguish Ashley on the basis that the client was present in court when counsel agreed to the terms of the settlement. Although it is possible — though by no means certain — to glean that fact from the court’s opinion, it is irrelevant to the court’s analysis which, as mentioned in the text, relied on counsel's "categorical, unambiguous, unequivocal” statements in court. There is no suggestion that counsel’s representations in the case before us were any less definitive.
. Review of the District Court’s finding is properly the function of our federal counterpart, applying District of Columbia law as set out in our answer to the certified question.
. Where the lawyer does not have apparent authority and therefore does not bind the client, the lawyer may be subject to liability to a third person who relied on the lawyer’s representations in good faith based on implied warranty of actual authority or misrepresentation. See Restatement (Third) of the Law Governing Lawyers § 27 cmt. f (2000).