Jimmie D. Mitchell v. William Harrison

COURT OF APPEALS OF VIRGINIA
Present: Judges Willis, Bray and Senior Judge Hodges
Argued at Alexandria, Virginia
MATRIX MECHANICAL CORPORATION
v. Record No. 2068-96-4
WILLIAM C. HARRISON
and
EVELYN G. HARRISON
MEMORANDUM OPINION * BY
-and- JUDGE JERE M. H. WILLIS, JR.
MARCH 25, 1997
JIMMIE D. MITCHELL
v. Record No. 2069-96-4
WILLIAM C. HARRISON
and
EVELYN G. HARRISON
FROM THE CIRCUIT COURT OF FAIRFAX COUNTY
Gerald Bruce Lee, Judge
J. Howe Brown, Jr., Judge
Stephen H. Moriarty (Chadwick, Washington,
Olters, Moriarty & Lynn, P.C., on briefs),
for appellant Matrix Mechanical Corporation.
James V. Irving (Ritzert & Leyton, P.C., on
briefs), for appellant Jimmie D. Mitchell.
Claude D. Convisser (Joseph D. Morrissey;
Morrissey, Hershner & Jacobs, on briefs),
for appellees.
In these consolidated appeals, Matrix Mechanical Corporation
(Matrix) and Jimmie D. Mitchell contend that the trial court
erred in finding them in contempt of court. Because we conclude
that the evidence failed to prove contempt of court, we reverse
*
Pursuant to Code § 17-116.010 this opinion is not
designated for publication.
the judgment of the trial court and dismiss contempt proceedings.
We need not address the other issues raised on appeal.
I.
In December, 1994, Mitchell "obtained" executed, undelivered
deeds to two properties. He recorded the deeds, and, thereafter,
conveyed the properties to Matrix. In February, 1995, William C.
Harrison and Evelyn G. Harrison filed a bill of complaint against
Matrix and Mitchell, seeking the return of the real estate.
On May 10, 1995, by agreement of the parties, the trial
court entered an "Order of Dismissal with Prejudice." As it
pertains to this appeal, the May 10, 1995 order provides:
ORDERED, that Matrix Mechanical
Corporation shall execute special warranty
deeds within five business days after entry
of this order, to convey the property located
at Adrienne Drive, which is the subject of
this action, to Evelyn G. Harrison, femme
sole;
ORDERED, upon conveyance of the Adrienne
Drive property, William C. Harrison will pay
to Matrix Mechanical Corporation, all costs
which they expended in the acquisition, and
maintenance of the Adrienne Drive property.
On May 30, 1995, the Harrisons moved that Matrix and
Mitchell be ordered to show cause why they should not be held in
contempt of court due to "the fact that more than five (5)
business days have elapsed since entry of the order, [and] the
properties have not been conveyed to Evelyn G. Harrison."
II.
"In a show cause hearing, the moving party need only prove
that the offending party failed to comply with an order of the
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trial court." Alexander v. Alexander, 12 Va. App. 691, 696, 406
S.E.2d 666, 669 (1991) (citation omitted). Once the movant
proves failure to comply, the burden is upon the defendant to
prove that the offending action or inaction was justified. Id.
Therefore, we must determine first whether the trial court erred
in finding that the Harrisons proved that Matrix and Mitchell had
failed to comply with the trial court's May 10, 1995 order.
III.
On November 9, 1995, the trial court conducted an ore tenus
hearing on the Harrisons' motion to show cause. The evidence
proved that Matrix failed to deliver executed deeds conveying the
Adrienne Drive property to Ms. Harrison within five business days
after the May 10, 1995 order. Thomas P. Gorman, Matrix's
original attorney, testified that he withheld delivery of the
deeds because the Harrisons refused to pay the costs associated
with the acquisition and maintenance of the property. He
contended that the May 10, 1995 order contemplated a reciprocal
and contemporaneous exchange of the deeds to Ms. Harrison and
payment of Matrix's associated costs. Because the parties could
not agree on the amount to be paid Matrix for acquisition and
maintenance costs, he withheld delivery of the executed deeds
pending resolution of that dispute.
The trial court concluded that Matrix's failure to deliver
the deeds constituted contempt of court, and awarded the
Harrisons damages and attorneys' fees. In reviewing the May 10,
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1995 order, the trial court found that: "[T]he term 'upon
conveyance' creates a condition precedent, that condition
precedent being that Matrix comply with the preceding order and
deliver warranty deeds within five days after entry of the
order."
At the November 9, 1995 hearing, the trial court dismissed
Mitchell from the contempt proceedings. In the Harrisons'
original bill of complaint, they alleged that Matrix was the
alter ego of Mitchell. The trial court held that the May 10,
1995 order, dismissing the Harrisons' bill of complaint with
prejudice, resolved against the Harrisons the question whether
Matrix was the alter ego of Mitchell.
On March 28, 1996, the trial court considered the Harrisons'
motion to reconsider Mitchell's dismissal from the contempt
proceedings. Disregarding its prior holding, the trial court
ruled that: "Matrix's contempt is due to the actions and
inactions of Mr. Mitchell personally . . . ." Accordingly, the
trial court found Mitchell in contempt, held him jointly and
severally liable for the award entered against Matrix, and
ordered that he pay additional damages to the Harrisons.
IV.
At issue in this case is the trial court's holding that the
May 10, 1995 order required the delivery of executed deeds to Ms.
Harrison within five business days. "[A] court may speak only
through its written orders," Clephas v. Clephas, 1 Va. App. 209,
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211, 336 S.E.2d 897, 899 (1985). When a court reviews ambiguous
provisions in an order or decree, the rules of construction
require that primary consideration "be given to an interpretation
which would support the facts and law of the case in order to
avoid a result that will do violence to either." Parrillo v.
Parrillo, 1 Va. App. 226, 230, 336 S.E.2d 23, 25 (1985) (citing
46 Am. Jur. 2d Judgments §§ 72-76 (1969); 11A Michie's
Jurisprudence Judgments and Decrees § 5 (Repl. vol. 1978)).
Moreover, such an interpretation is a question of law, to be
construed like other written instruments, and read in connection
with the entire record. See 46 Am. Jur. 2d Judgments §§ 93-97
(2d ed. 1994).
Under well-established legal principles, the "executed deed"
and "delivery" are mutually exclusive elements in the conveyance
of real property. See e.g., Minor, The Law of Real Property,
§§ 1030, 1065 (2d ed. Frederick D. G. Ribble 1928). Thus, "[a]
deed does not become operative until it is delivered with the
intent that it shall become effectual as a conveyance." Leftwich
v. Early, 115 Va. 323, 328, 79 S.E. 384, 386 (1913) (emphasis
added). Indeed:
The term "execution" of a deed connotes
all acts which are necessary to the
operativeness of the instrument, including
signing, sealing when necessary, attestation
and acknowledgement when required by statute,
and delivery to the grantee or to someone in
his behalf. Nevertheless, a deed is often
said to be executed, using the word in a
sense excluding delivery; and it is
convenient and in accordance with standard
practice to treat of signing, sealing, and
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attesting separately from delivery.
23 Am. Jur. 2d Deeds § 105 (1983) (footnotes omitted) (emphasis
added).
The May 10, 1995 order specifically required Matrix to
execute the deeds within five days. It did not require delivery.
Thus, Matrix was not required to deliver the executed deeds to
Ms. Harrison within five business days. While the trial court
opined that the provision requiring Matrix to execute deeds in
five days was meaningless without delivery, the language of the
order contains no ambiguity in this regard. Matrix was required
to execute the deeds within five business days. Matrix and the
Harrisons were then obliged to deliver the deeds and pay the
acquisition and maintenance costs, respectively. While execution
of the deeds was a necessary prerequisite to delivery, the
May 10, 1995 order set forth no requirement that Matrix make
delivery within five business days. That precision is the
watchword of legal drafting is understated by our rule that legal
words are to be understood according to their legal meanings.
Smith v. Smith, 15 Va. App. 371, 374, 423 S.E.2d 851, 853 (1992).
Because neither Matrix nor Mitchell was required to deliver
the deeds within five days, the trial court erred in holding that
Matrix and Mitchell had failed to comply with the May 10, 1995
court order.
The judgment of the trial court is reversed, and the
contempt proceedings are dismissed.
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Reversed and dismissed.
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