Documente Academic
Documente Profesional
Documente Cultură
No. 10-1396
SHARON WILLIAMS,
Plaintiff Appellant,
v.
CDP, INCORPORATED; CELLAR DOOR MANAGEMENT, INCORPORATED;
JJJ MANAGEMENT, INCORPORATED; CELLAR DOOR AMPHITHEATER,
INCORPORATED; SFX ENTERTAINMENT, INCORPORATED, A Wholly
Owned
Subsidiary
of
Clear
Channel
Communications,
Incorporated, Successor in Interest to CDP, Incorporated
and Cellar Door Amphitheater, Incorporated; CLEAR CHANNEL
COMMUNICATIONS, INCORPORATED, Successor in Interest to SFX
Entertainment,
Incorporated
d/b/a
Clear
Channel
Entertainment;
LIVE
NATION
WORLDWIDE,
INCORPORATED,
Successor in Interest to CDP, Incorporated; JOHN J. BOYLE,
Defendants Appellees.
Appeal from the United States District Court for the Eastern
District of Virginia, at Newport News.
Raymond A. Jackson,
District Judge. (4:09-cv-00084-RAJ-TEM)
Argued:
December 8, 2011
Decided:
Before TRAXLER, Chief Judge, and AGEE and DIAZ, Circuit Judges.
Compensation
Agreement
that
provided
in
part
for
Following
her
husbands
death,
Sharon
Williams
began
former
employer.
Nearly
nine
years
stopped.
Sharon
Williams
sued
CDP
companies,
seeking
to
enforce
the
later,
and
the
several
spousal
death
benefit provision.
CDP
and
the
other
defendants
moved
for
judgment
on
the
I.
David
employer
Williams,
CDP,
Inc.
music
entered
and
into
theater
a
promoter,
Deferred
and
his
Compensation
also
signed
Compensation
governs
Employment
Agreement
the
references
separate
employment
states
the
that
Agreement.
the
relationship
restrictive
The
Employment
between
covenants
the
contained
Deferred
Agreement
parties,
in
that
The
The
David
guaranteed
Williamss
by
Cellar
termination.
Door
Management,
Both
contracts
Inc.;
Cellar
were
Door
Deferred
Compensation
Agreement
contains
paragraph
David
employed
Williams
by
Management
CDP.
began
died
on
Following
making
Sharon
his
monthly
January
27,
death,
1999
CDP
payments
to
and
while
still
Cellar
Sharon
Door
Williams
Williams
filed
suit
in
Virginia
Circuit
Each of
the claims stemmed from the alleged breach of the spousal death
benefit provision in the Deferred Compensation Agreement.
The defendants removed the case to federal district court,
asserting diversity among the real parties in interest.
As of
the date of the lawsuit, Cellar Door Management had changed its
name to JJJ Management.
in
interest
to
Cellar
Door
Managementeach
filed
Compensation
Agreement
unambiguously
requires
that
and
ordered
the
case
dismissed.
Sharon
Williams
appealed.
II.
We review a district courts dismissal under Rule 12(c) de
novo, applying the same standard we would to a Rule 12(b)(6)
motion to dismiss for failure to state a claim.
Volvo Constr.
Equip. N. Am., Inc. v. CLM Equip. Co., 386 F.3d 581, 591 (4th
Cir. 2004) (citing Burbach Broadcasting Co. of Del. v. Elkins
Radio
Corp.,
278
F.3d
401,
40506
(4th
Cir.
2002)).
Accordingly, we assume all facts alleged are true and draw all
reasonable
determine
inferences
whether
the
in
favor
complaint
of
the
alleges
plaintiff,
a
set
id.,
of
to
facts
Brown & Root, Inc., 207 F.3d 717, 726 (4th Cir. 2000); Video
Zone, Inc. v. KF & F Props., L.C., 594 S.E.2d 921, 923 (Va.
2004).
Natl Fire Ins. Co., 148 F.3d 396, 405 (4th Cir. 1998) (quoting
Lerner v. Gudelsky Co., 334 S.E.2d 579, 584 (Va. 1985)).
If a
law, 1
Virginia
[t]he
language
of
contract
is
Video
Corp.,
ambiguity,
instrument.
if
561
it
S.E.2d
exists,
663,
must
668
appear
(Va.
on
2002)).
the
face
[A]n
of
the
Elec. & Power Co., 486 S.E.2d 289, 294 (Va. 1997) (explaining
terms
are
ambiguous).
In
determining
whether
disputed
determining
whether
Id.
ambiguity
exists,
[a]
contract
(quoting
1988)).
Hooper
v.
Musolino,
364
207,
212
(Va.
the same subject matter on the same day, courts will construe
the documents together to ascertain the meaning.
Countryside
III.
In this case, the disputed provision appears in paragraph 3
of the Deferred Compensation Agreement and states as follows:
3.
Deferred
Compensation;
Death
Benefit;
and
Payments for Restrictive Covenants.
Commencing upon
the Employees retirement from the Employer and the
termination of his employment under the Employment
Agreement and continuing for the remaining Term of
this Agreement, the Employee shall be paid an amount
per annum equal to the greater of (i) $100,000 or (ii)
8
the
district
courts
view
of
the
paragraph
is
result,
the
language
stating
[c]ommencing
upon
As
Employees
not
opening
S.E.2d
repeat
clause
at
531
or
of
refer
the
([T]he
to
first
condition
sentence.
omission
of
contained
See
in
the
Pocahontas,
666
particular
term
from
of
the
J.A. 31.
retirement
condition
from
the
sentence
that
is
at
David
the
Williams
very
retire
least
modifies
susceptible
the
to
entire
multiple
interpretations. 4
10
suggests
Compensation
that,
Agreement
when
read
compels
as
the
whole,
conclusion
Second, Live
the
that
Deferred
retirement
postretirement
consideration.
advisory
services
were
part
of
the
payment
of
the
spousal
death
benefit.
In
support,
Live
24
(emphasis
added).
Live
Nation
contends
that
this
that
between
the
David
Employment
Williams
Agreement
governed
and
during
CDP
the
the
relationship
term
of
his
avoids
the
creation
12
of
two
inconsistent
death
benefit
obligations
should
David
Williams
die
while
still
employed by CDP.
Although
Live
Nation
is
correct
that
we
construe
the
in
each
agreement.
Contrary
to
Live
Nations
begin
following
David
Williamss
Live
Nation
suggests,
that
retirement
but
instead
the
Employment
Agreement
Deferred
Compensation
Agreement
governed
during
his
retirement.
Instead,
the
agreements
describe
Deferred
Compensation
Agreement
two
distinct
benefits
payable
to
David
Williamss
estate,
to
include
reimbursement
for
his
unpaid salary, prior years bonus, and the portion of the bonus
earned during the year of his death.
a
purpose
different
than
the
spousal
13
death
benefit
in
the
of
the
Deferred
Compensation
Agreement,
which
provides
in
Deferred
during
David
characterizes
Compensation
Agreement
Williamss
retirement.
the
advisory
necessarily
services
Because
as
applies
only
paragraph
consideration
4
for
Compensation
Agreement,
which
specifies
that
[t]he
Id. 31
such
payments
were
due
after
14
the
term
of
the
Deferred
Compensation Agreement.
serve
as
consideration
under
paragraph
of
the
Deferred
For example,
as
part
of
the
consideration.
Id.
21,
31.
The
the
noncompetition
Compensation
Agreement
provisions,
as
additional
supported
by
adequate
15
nothing
that
provision
subject
therefore
hold,
clarifies
to
only
contrary
the
one
to
ambiguity
plausible
the
district
or
renders
the
interpretation.
We
courts
conclusion,
IV.
For the foregoing reasons, we vacate the district courts
judgment and remand for further proceedings consistent with this
opinion.
VACATED AND REMANDED
16