Parr v. Alderwoods Group, Inc., 268 Va. 461

Summary

The Virginia Supreme Court considered whether four contemporaneously executed agreements concerning the sale and operation of a funeral-home business constituted an integrated contract. The Court held that the Management Agreement and Lease were integrated with the Asset Purchase Agreement, and that Alderwoods’ material payment default prevented enforcement of the noncompetition provisions and restrictive covenant. The Court affirmed in part and reversed in part.

Holdings

1. Contemporaneously executed agreements are construed together as a single integrated contract when the facts show that the parties intended them to effectuate one transaction, including when they cross-reference one another, repeat material terms, and collectively serve an interdependent purpose.
2. Because the Management Agreement and Asset Purchase Agreement formed an integrated contract, Alderwoods's material breach of the Asset Purchase Agreement precluded Alderwoods from enforcing the Management Agreement's noncompetition provision.
3. The Lease was integrated with the Asset Purchase Agreement, and Alderwoods's material breach of the integrated contract rendered the Lease's restrictive-use covenant unenforceable against Parr, notwithstanding the expiration of the Lease.

Questions Presented

1. Whether the Management Agreement was integrated with the Asset Purchase Agreement such that Alderwoods's material breach of the Asset Purchase Agreement barred enforcement of the Management Agreement's noncompetition provision.
2. Whether the Lease was integrated with the Asset Purchase Agreement such that Alderwoods's material breach barred enforcement of the Lease's restrictive-use covenant.

Disposition

other