P.J. Potter Enterprises, Inc. v. Comfort Systems of Virginia, Inc.

CourtCourt of Appeals of Virginia
DecidedFebruary 25, 2025
Docket0599241
StatusPublished

This text of P.J. Potter Enterprises, Inc. v. Comfort Systems of Virginia, Inc. (P.J. Potter Enterprises, Inc. v. Comfort Systems of Virginia, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals of Virginia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
P.J. Potter Enterprises, Inc. v. Comfort Systems of Virginia, Inc., (Va. Ct. App. 2025).

Opinion

COURT OF APPEALS OF VIRGINIA PUBLISHED

Present: Judges Ortiz, Raphael and White Argued at Virginia Beach, Virginia

P.J. POTTER ENTERPRISES, INC., ET AL. OPINION BY v. Record No. 0599-24-1 JUDGE STUART A. RAPHAEL FEBRUARY 25, 2025 COMFORT SYSTEMS OF VIRGINIA, INC., ET AL.

FROM THE CIRCUIT COURT OF THE CITY OF SUFFOLK Carl E. Eason, Jr., Judge

Kevin E. Martingayle (Bischoff Martingayle, P.C., on briefs), for appellants.

William A. Lascara; Scott B. Ingram (T. Lyons Lascara; Pender & Coward, P.C., on brief), for appellees.

This appeal presents threshold questions of (1) mootness, (2) whether circuit courts have

jurisdiction under the Virginia Uniform Arbitration Act to review an arbitrator’s preaward ruling,

and (3) whether this Court has appellate jurisdiction to review a circuit court’s decision to vacate

an arbitrator’s preaward ruling. As we will explain, the jurisdictional questions are tricky, but

the mootness question is not. Because the issues here became moot in 2020, we reserve the

difficult jurisdictional questions for another day and dismiss the appeal as moot.

BACKGROUND

This dispute arises out of an arbitration proceeding involving a general contractor—

appellant P.J. Potter Enterprises, Inc.—and two of its subcontractors—appellees Comfort

Systems of Virginia, Inc. and Heartland Construction, Inc.—on a federal construction contract

awarded by the United States Department of Veterans Affairs (VA). The individual parties here

are Potter’s agents—appellants Matt Hemmis and Dennis Hemmis—and Comfort Systems and Heartland’s joint agent, appellee Rhonda Bridgeman (collectively, the “Bridgeman parties”).

The parties agreed in 2019 to submit all their project-related disputes to arbitration, selecting the

Honorable Joseph Canada as arbitrator.

On July 22, 2019, pending an ultimate hearing on the parties’ disputes, Judge Canada

granted Potter’s request for a preaward ruling. The preaward ruling terminated Heartland from

the project and enjoined the Bridgeman parties from contacting the other subcontractors or

interfering with Potter’s completion of the work. The next day, the Bridgeman parties petitioned

the Circuit Court for the City of Chesapeake to vacate the preaward ruling and to remove and

replace Judge Canada as the arbitrator. They argued that the preaward ruling was unlawful

because Judge Canada failed to give adequate notice, lacked authority to issue a preliminary

injunction, and denied the Bridgeman parties the right to present evidence and cross-examine

witnesses, contrary to the protections in Code §§ 8.01-581.04 and 8.01-581.010 of the Virginia

Uniform Arbitration Act.

After months of litigation over the proper venue, the case was transferred to the Circuit

Court for the City of Suffolk.1 On July 20, 2020—a year after Judge Canada’s preaward

ruling—the VA found Potter in default of its obligations under the contract and terminated Potter

altogether from the project.

In November 2020, the circuit court overruled the demurrers and pleas in bar filed by

Potter and the Hemmises. The court then granted partial summary judgment to the Bridgeman

parties, vacating Judge Canada’s preaward ruling. In opposing the Bridgeman parties’

1 After the Bridgeman parties commenced the action, Potter and the Hemmises moved to transfer it to the Circuit Court for the City of Virginia Beach, arguing that Virginia Beach was where the arbitration “hearing” took place. But the Chesapeake court concluded that no arbitration hearing had occurred within the meaning of the Virginia Uniform Arbitration Act because “no evidence” was presented. After another hearing, the court transferred venue to the Circuit Court for the City of Suffolk. Potter and the Hemmises have not appealed the denial of their motion to transfer venue to Virginia Beach. -2- summary-judgment motion, Potter and the Hemmises insisted that the VA’s termination of Potter

in July 2020 mooted the parties’ dispute over the validity of the preaward ruling.

Shortly after the circuit court vacated his preaward ruling, Judge Canada resigned as

arbitrator. After the circuit court issued a two-year notice of discontinuance under Code

§ 8.01-335(A) for non-prosecution, it entered an agreed order in March 2024 appointing the

Honorable Judge Charles E. Poston as arbitrator. The March 2024 order recited that it was “a

final order that disposes of all matters before the Court in this case.”

Still, the arbitration has not yet proceeded. Treating the March 2024 order as a final

order allowing them to appeal the circuit court’s November 2020 order vacating Judge Canada’s

preaward ruling, Potter and the Hemmises noted this appeal. Potter and the Hemmises do not

contest Judge Poston’s appointment and do not oppose submitting to arbitration before him.

They seek here only to reinstate Judge Canada’s preaward ruling from July 2019.

ANALYSIS

Potter and the Hemmises argue that the circuit court erred in granting partial summary

judgment because, among other things, the facts were disputed about whether Judge Canada

conducted a proper “hearing” under the Virginia Uniform Arbitration Act. They also argue that

the circuit court should have sustained their demurrers and pleas in bar to the Bridgeman parties’

petition.

Before considering the merits of those arguments, however, we must grapple with several

threshold questions. First, the Bridgeman parties contend that the issues surrounding Judge

Canada’s order were mooted as to Potter and the Hemmises when the VA terminated Potter from

the project in July 2020. The Bridgeman parties noted on brief that the project was completed

after Potter’s termination and “there are no open issues” between the litigants, “except for

-3- returning to arbitration” under their arbitration agreement.2 Although Potter and the Hemmises

deny that the case is moot, they fail to mention having taken the opposite position in the trial

court.3 See infra at 11-12.

Second, the Bridgeman parties have moved to dismiss this appeal for lack of appellate

jurisdiction. Citing Seguin v. Northrop Grumman Systems Corp., 277 Va. 244 (2009), they argue

that, because the arbitration will be going forward, there is no reviewable final order under either

Code § 8.01-581.016 of the Virginia Uniform Arbitration Act (which governs appeals from

orders involving arbitration), or Code § 17.1-405(3) (which confers appellate jurisdiction on this

Court to review a “final order . . . in a civil matter”).

Neither party has raised it, but we inquired at oral argument about another threshold

jurisdictional question: whether the circuit court had jurisdiction under the Virginia Uniform

Arbitration Act to consider the Bridgeman parties’ petition to vacate Judge Canada’s preaward

ruling and preliminary injunction.

We would normally decide those jurisdictional questions first. After all, if the circuit

court lacked jurisdiction over the Bridgeman parties’ original petition to vacate Judge Canada’s

preaward ruling, or if we lack appellate jurisdiction, the case must be dismissed. For the reasons

set out in part A, however, whether the circuit court had jurisdiction turns out to be a

2 The Bridgeman parties also represented on brief that the performance-bond surety engaged Comfort Systems and Heartland to complete the project. They attached to their appellees’ brief a January 2021 “Completion Contract” and an accompanying email string.

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P.J. Potter Enterprises, Inc. v. Comfort Systems of Virginia, Inc., Counsel Stack Legal Research, https://law.counselstack.com/opinion/pj-potter-enterprises-inc-v-comfort-systems-of-virginia-inc-vactapp-2025.