Rogers Electrical of Virginia, Ltd. v. Sims

93 Va. Cir. 484, 2015 Va. Cir. LEXIS 239
CourtChesapeake County Circuit Court
DecidedFebruary 13, 2015
DocketCase No. (Civil) CL14-1917
StatusPublished
Cited by2 cases

This text of 93 Va. Cir. 484 (Rogers Electrical of Virginia, Ltd. v. Sims) is published on Counsel Stack Legal Research, covering Chesapeake County Circuit Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Rogers Electrical of Virginia, Ltd. v. Sims, 93 Va. Cir. 484, 2015 Va. Cir. LEXIS 239 (Va. Super. Ct. 2015).

Opinion

By

Judge John W. Brown

The defendants brought for hearing demurrers and pleas in bar to the plaintiff’s amended complaint. Following the receipt of briefs from all parties, the presentation of evidence relevant to the plea in bar, and the arguments of counsel, heard on January 5, 2015, the Court denies the plea in bar, sustains the demurrers in part, and overrules the demurrers in part.

Defendants’’ Rule 3:11 and 1:4(e) Arguments

Defendants Elite Service and Enterprises, L.L.C., (Elite) and Jarrod E. Britt (Jeb Britt) maintain that, because their previous demurrer and plea in bar, filed June 23, 2014, included a Rule 3:11 request for reply to all new [485]*485matters raised therein, and the plaintiff failed to provide such a reply within twenty-one days, the matters raised by the current demurrer and plea in bar should be deemed admitted pursuant to Rule 1:4(e).

The plaintiff filed a late response on August 15, 2014, arguing that the defendants failed to identify the “new matters” to which a response was requested, and generally denied the plea in bar.

The plea and bar and demurrer were heard by a judge designate of this Court on October 28,2014, at which time, the Court sustained the demurrer with leave to amend.

The Rule 3:11 argument only applied to previous defensive pleadings, to the initial complaint, which the court has already ruled upon. A new (in name) demurrer and plea and bar are now before the Court. There is a dearth of case law on this particular point, but to require a written denial of the demurrer and plea in bar to the initial complaint in order to survive the filing of such pleadings to the amended complaint is contrary to the purpose of the rules and the equitable principle that a party shall not sleep on its rights. Accordingly, the Court declines to deem admitted such broad defensive pleadings, especially in light of the Rule 3:11 request’s lack of specificity.

Pleas in Bar

“A plea in bar presents a distinct issue of fact, which, if proven, creates a bar to the plaintiff’s right of recovery.” Station # 2, L.L.C. v. Lynch, 280 Va. 166, 175 (2010) (internal quotation marks omitted). The Court, in this case, heard evidence on the issue and is prepared to rule.

The defendants argue that the plaintiff’s claims are barred in this case because the plaintiff is not a licensed contractor and it lost the ability to perform services as a contractor pursuant to Va. Code § 54.1-1106(B). Because the plaintiff did not have a designated employee, and was therefore unable to transact business as a Class A contractor, the defendants argue that their actions could not have resulted in any damage to the plaintiff. In the absence of damages, the defendants maintain that the plaintiff’s claims are legally barred.

The plaintiff replies that: (1) Rogers Electrical is not required to have a Class A contractor’s license to conduct all of its business, and therefore still could have performed some services, but for the defendants’ alleged tortious acts; (2) despite the departure of its designated Class A employee, the plaintiff was entitled to conduct business as a contractor for ninety days and take steps to maintain its Class A license; and (3) the ability of Rogers Electrical to conduct business as a Class A contractor following the defendants’ alleged tortious conduct is irrelevant to whether the plaintiff has a viable claim for damages.

Due to the logical structure of the issues, this Court first addresses the abstract question of whether a business is entitled to recover damages, [486]*486although it may no longer transact business in the Commonwealth, where the cessation of its business was allegedly caused by the tortious conduct of the defendant.

A survey of other jurisdictions illustrates that the recovery of damages in similar scenarios is permissible. See, e.g., O’Brien v. State St. Bank & Trust Co., 401 N.E.2d 1356, 1358-59 (Ill. App. 1980) (defendant’s tortious acts caused plaintiff’s business to go bankrupt); American Oil Co. v. Towler, 194 S.E. 223, 224-25 (Ga. App. 1937) (plaintiff’s business allegedly destroyed by defendant’s “blacklisting”).

In the Commonwealth, it is established that defunct corporations may sue and be sued in the course of winding up their affairs. See Va. Code § 13.1-755. Likewise, tort actions belonging to a deceased plaintiff survive and pass into the decedent’s estate. See id. §§ 8.01-25; 64.2-519. These principles are naturally reflected in Virginia case law addressing the recovery of lost profits: “When an established business ... is injured, interrupted, or destroyed, the measure of damages is the diminution in value of the business by reason of the wrongful act, measured by the loss of usual profits from the business.” Banks v. Mario Indus. of Va., Inc., 274 Va. 438, 455 (2007) (quoting Saks Fifth Ave., Inc. v. James, Ltd., 272 Va. 177, 188 (2006)).

The Court therefore finds that the destruction of the plaintiff’s business and inability to legally conduct business as a Class A contractor does not automatically preclude the recovery of damages. Accordingly, the Court need not, at this time, address whether the plaintiff was able to conduct business as a Class A contractor for ninety days, as alleged, following the loss of its designated employee. The defendants’ pleas in bar are therefore denied.

Demurrer to Counts III, V, and VI

In considering a demurrer, “this Court accepts as true the factual allegations of the complaint, its attachments, and the reasonable inferences that follow, but not the pleader’s legal conclusions.” Cline v. Dunlora South, L.L.C., 284 Va. 102, 106 (2012). To survive a challenge by demurrer, a “pleading must be made with ‘sufficient definiteness to enable the court to find the existence of a legal basis for its judgment’.” Eagle Harbor, L.L.C. v. Isle of Wight Cnty., 271 Va. 603, 611 (2006) (quoting Moore v. Jefferson Hosp., Inc., 208 Va. 438, 440 (1967)). Rule 1:4(d) states: “Every pleading shall state the facts on which the party relies in numbered paragraphs, and it shall be sufficient if it clearly informs the opposite party of the true nature of the claim or defense.” A complaint must plead “sufficient facts to constitute a foundation in law for the judgment sought, and not merely conclusions of law. . . .” Kitchen v. City of Newport News, 275 Va. 378, 387-88 (2008) (quoting Hubbard v. Dresser, Inc., 271 Va. 117, 122 (2006)). “[I]t is unnecessary for the pleader to descend into statements giving details [487]*487of proof in order to withstand demurrer.” CaterCorp, Inc. v. Catering Concepts, Inc., 246 Va. 22, 24 (1993) (citing Hunter v. Burroughs, 123 Va. 113, 129 (1918)). Atrial court is “not permitted on demurrer to evaluate and decide the merits of the allegations set forth in a [Complaint], but only may determine whether the factual allegations of the [Complaint] are sufficient to state a cause of action.” Riverview Farm Assocs. Va. Gen. P’ship v. Board of Supervisors, 259 Va. 419, 427 (2000).

The defendants argue that the plaintiff’s claims for statutory conspiracy, computer trespass, and tortious interference with contractual expectancies are preempted by the Virginia Uniform Trade Secrets Act (“VUTSA”), Va. Code § 59.1-336 et seq.,

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93 Va. Cir. 484, 2015 Va. Cir. LEXIS 239, Counsel Stack Legal Research, https://law.counselstack.com/opinion/rogers-electrical-of-virginia-ltd-v-sims-vaccchesapeake-2015.