Eure v. Norfolk Shipbuilding & Drydock Corp.

561 S.E.2d 663, 263 Va. 624, 2002 Va. LEXIS 66
CourtSupreme Court of Virginia
DecidedApril 19, 2002
DocketRecord 011633
StatusPublished
Cited by152 cases

This text of 561 S.E.2d 663 (Eure v. Norfolk Shipbuilding & Drydock Corp.) is published on Counsel Stack Legal Research, covering Supreme Court of Virginia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Eure v. Norfolk Shipbuilding & Drydock Corp., 561 S.E.2d 663, 263 Va. 624, 2002 Va. LEXIS 66 (Va. 2002).

Opinions

JUSTICE LEMONS

delivered the opinion of the Court.

In this appeal, we consider whether the trial court erred in finding the language of an agreement to provide health care coverage to Louise Roberts Eure (“Mrs. Eure”) unambiguous and in not considering parol evidence to determine the intent of the parties to the agreement. We further consider whether the trial court properly dismissed a holding company, United States Marine Repair, Inc., (“U.S. Marine Repair”) as a party in a suit against its subsidiary, Norfolk Shipbuilding & Drydock Corporation, Inc. (“Norshipco”).

I. Facts and Proceedings Below

Mrs. Eure entered into an agreement and general release (the “Agreement”) with Norshipco on April 3, 1992. The Agreement was part of a settlement of a debt owed to Norshipco by Charles H. Eure, Jr., Mrs. Eure’s deceased husband. As part of the Agreement, Mrs. Eure agreed to give up certain valuable rights and assets owed to her by Norshipco, and Norshipco agreed to provide Mrs. Eure with health care coverage at Norshipco’s expense for the remainder of her life.

Paragraph 2 of the Agreement provides for Mrs. Eure’s health care coverage and states in pertinent part:

Mrs. Eure will be afforded health care at Norshipco’s expense throughout her remaining lifetime, under the existing Norshipco health plan and any future enhancements available to key executives, or any replacement plan which provides to her coverage substantially equivalent to that which would be available if Mr. Eure were living and holding office as President of Norshipco.

[628]*628At the time the Agreement was made, Mrs. Eure was receiving benefits under two plans. Norshipco provided basic medical insurance through Blue Cross,1 and also provided an “Officers’ Medical Expense Reimbursement Plan” (“reimbursement plan”) that paid for certain expenses Blue Cross did not cover.

U.S. Marine Repair acquired Norshipco in October of 1998. Mrs. Eure subsequently received a letter from John Humphreys of Norshipco informing her that as of December 15, 1998, the reimbursement plan was being terminated for all officers.

On February 18, 2000, Mrs. Eure filed an amended motion for declaratory judgment against both Norshipco and U.S. Marine Repair. She requested that the trial court declare:

[Tjhat the coverage promised [to her] under the provisions of paragraph 2 of the Agreement is to be determined by the coverage in effect at the time of the Agreement, and not be diminished or discontinued in part simply because the executive health plan at that time has subsequently been discontinued by Defendants.

Norshipco filed a motion for summary judgment and alleged that paragraph 2 of the Agreement was clear and unambiguous; therefore, the trial court should not consider parol evidence when interpreting the Agreement. In her brief in opposition to Norshipco’s motion for summary judgment, Mrs. Eure asserted that the Agreement “provides her with the medical coverage which was in effect at the time of the Agreement and that the coverage cannot be diminished or discontinued.” She maintained that “the agreement [was] clear in this respect.” The trial court denied Norshipco’s motion for summary judgment because it found that the Agreement was ambiguous. Norshipco subsequently renewed its motion for summary judgment, claiming that “discovery has established that the Plaintiff cannot point to any parol evidence or witness testimony which would clarify the meaning beyond the written words of the instrument.” The trial court again overruled the motion.

U.S. Marine Repair filed a demurrer, asserting that it bought the stock of Norshipco on September 30, 1998, and “in essence, is a holding company of the stock of Norshipco as an investor.” U.S. Marine Repair explained that Norshipco remains a freestanding legal [629]*629entity, and U.S. Marine Repair was not a party to the Agreement between Mrs. Eure and Norshipco.

The trial court allowed the introduction of parol evidence at trial to determine the intent of the parties with respect to the health care benefits clause of the Agreement. E. L. Carlyle (“Carlyle”), who was Senior Vice President and Chief Financial Officer of Norshipco in 1992 and signed the Agreement, testified on behalf of Mrs. Eure. In response to the question whether the health care benefits were “supposed to be retractable by Norshipco,” Carlyle testified that he “believe[d] it was the intent that Mrs. Eure was to have these benefits for the rest of her life.”

Furthermore, during cross-examination of Mrs. Eure, Norshipco admitted two letters into evidence. The first was a letter dated March 23, 1992, to Robert C. Nusbaum (“Nusbaum”), Mrs. Eure’s attorney, from Walter B. Martin, Jr. (“Martin”), Norshipco’s attorney. The letter outlined the “terms and conditions of the settlement” between Mrs. Eure and Norshipco. With respect to the health care coverage, the letter stated that “Mrs. Eure will be maintained under the Norshipco health care plan, or a plan providing equal coverage, until her death.” The second letter was the response from Nusbaum to Martin, dated March 27, 1992. In this letter, Nusbaum informed Martin that “Mrs. Eure and I interpret paragraph #2 of your March 23 letter to require the continuation of coverage of the kind now in force, or the substantial equivalent.”

Finally, Ellen Vinck (“Vinck”), Director and Vice President for U.S. Marine Repair, testified as to her interpretation of the Agreement. Vinck reviewed the Agreement at the time U.S. Marine Repair terminated the reimbursement plan. She testified that her “interpretation of the agreement was that Mrs. Eure should have medical coverage at any time as covered by the current plan, and she does. [Her coverage] was not canceled.” Vinck further testified that she believed that “the officers medical reimbursement plan [was] a perk.” She did not believe that canceling the reimbursement plan violated the Agreement because the basic coverage, under Sentara, was not canceled.

In a letter opinion, the trial court recognized that it had “previously held the [health care benefits] clause to be ambiguous, but on further consideration,” the trial court did “not believe it” was ambiguous; therefore, it did not consider the parol evidence in reaching its decision. The trial court interpreted the medical benefits provision of the Agreement as follows:

[630]*630The clause at issue allows a change in benefits but it must be under a “replacement plan which provides to her coverage substantially equivalent to that which would be available if Mr. Eure were living and holding office as President of Norshipco.” I find that the clause refers to future events, and that it ought to be construed as if Mr. Eure were the president of Norshipco at the time the replacement plan is provided. The term “replacement plan” in this context necessarily suggests a possible future event. The phrase “would be available” when used with “replacement plan” indicates a possible future condition. If the intent had been to require that a replacement plan be substantially equivalent to present coverage, a present tense verb, not a conditional tense, would have been used. Such an intent could have been stated “. . . coverage substantially equivalent to that which she now has.”

Accordingly, the trial court held that Norshipco was not required to continue to provide Mrs.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Ressa Construction, Inc. v. Jason Dillaman
Court of Appeals of Virginia, 2025
Travis Wayne Tolley v. Commonwealth of Virginia
Court of Appeals of Virginia, 2025
Parfait v. Swiftships, LLC
E.D. Louisiana, 2025
Rafuse v. Advanced Concepts
Fifth Circuit, 2024
Mathew P. Appelget v. Pig and Pearl BBQ LLC
Court of Appeals of Virginia, 2024
Linda F. Green v. Bri'Anne Shervonne Green
Court of Appeals of Virginia, 2024
David A. Renberg v. Julia Renberg
Court of Appeals of Virginia, 2024
Dawn Monroe v. Mary Washington Healthcare
Court of Appeals of Virginia, 2024

Cite This Page — Counsel Stack

Bluebook (online)
561 S.E.2d 663, 263 Va. 624, 2002 Va. LEXIS 66, Counsel Stack Legal Research, https://law.counselstack.com/opinion/eure-v-norfolk-shipbuilding-drydock-corp-va-2002.