Virginia's Judicial System


Appeals Granted


Case

NANCY C. JIMENEZ v. LEWIS S. CORR, JR., INDIVIDUALLY, AND AS EXECUTOR OF THE ESTATE OF NORMA F. CORR AND TRUSTEE, ET AL.
(Record Number 140112)

From

The Circuit Court of the City of Virginia Beach; F. Lowe, Judge.

Counsel

Mark R. Baumgartner and Kristen R. Jurjevich (Pender & Coward, P.C.) for appellant.

Alan D. Albert and Neal P. Brodsky (LeClairRyan, A Professional Corporation), Winthrop A. Short, Jr. (Kaufman & Canoles, P.C.), Neil L. Rose (Willcox & Savage, P.C.), and John McIntyre and Cara M. Cotter (Wilson & McIntyre PLLC) for appellees.

Assignments of Error

  1. The trial court erred in holding that shares of stock not specifically conveyed or bequeathed by Mrs. Corr could be transferred to a Trust through the residuary clause of her Will, because the Shareholders' Agreement only permitted transfers to "immediate family," specifically defined as "children, spouses, parents and siblings," which are all natural persons.
  2. The trial court erred in holding that shares of stock not specifically conveyed or bequeathed by Mrs. Corr could be transferred to a Trust through the residuary clause of her Will, because the Shareholders' Agreement expressly prohibited transfers to anyone other than specific natural persons and the trustees and contingent beneficiaries of the Trust included persons who were not immediate family of the decedent as defined in the Shareholders' Agreement.
  3. The trial court erred in holding that Mr. Corr, Jr. could exercise an option to purchase shares "which Trust A may own," because Trust A did not, and pursuant to the Shareholders' Agreement, could not, own any shares of the Company.
  4. The trial court erred in failing to enforce the Mandatory purchase provisions of the Shareholders' Agreement, because the plain language of the provision required the Estate to sell the shares to the Company or the remaining Shareholders.
  5. The trial court erred in ruling on the effectiveness of Mr. Corr, Jr.'s Option exercise because the exercise of the Option was not presented to the trial court by the pleadings.
  6. The trial court erred in holding that Mrs. Corr intended for her shares to be transferred to the Trust, because she made no effort to designate her Company shares as "transfer on death" as she did for virtually every other asset and security that she owned.
  7. The trial court erred in going beyond the four corners of the documents and interpreting the Shareholders' Agreement to effect what the trial court concluded was Mrs. Corr's "intent" because the intent of the Shareholders' Agreement must be determined from the language contained in the document.
  8. The trial court erred in looking only to Mrs. Corr's intent when interpreting the language of the Shareholders' Agreement because the Shareholders' Agreement is not a testamentary document governed by one person's intent, but rather an agreement among several parties whose collective intent must be determined based upon the language contained in the written instrument.

Assignment of Cross-Error by Lewis S. Corr, Jr., Individually

  1. The trial court erred by failing to rule that subparagraph 3(a) of the Shareholders' Agreement is not enforceable, on the ground that it is uncertain with regard to material terms.

Assignment of Cross-Error by Lewis S. Corr, Jr. and Thomas Williams, as Executors of the Estate of Norma F. Corr, and as Trustees under the Norma F. Corr Revocable Trust

  1. The trial court erred by failing to rule that subparagraph 3(a) of the Shareholders' Agreement is not enforceable, on the ground that it is uncertain with regard to material terms.

Assignment of Cross-Error by Capitol Foundry of Virginia, Inc.

  1. The trial court erred by failing to rule that subparagraph 3(a) of the Shareholders' Agreement is not enforceable because it is uncertain with regard to material terms.

Date Granted

  4-8-2014