Contract Law in Virginia

John V. Little, editor of this handbook and author of Chapters 1, 9, and 11.3, was a principal with MichieHamlett, where he practiced primarily in the areas of business and real estate law. Mr. Little earned a B.A. (magna cum laude, Phi Beta Kappa) from Washington & Lee University in 1973 and a J.D. from the University of Virginia School of Law in 1976. Mr. Little was listed in Best Lawyers in America under the categories of corporate law and real estate law.

Nicholas V. Albu, author of Chapter 6, is a partner in the Global Commercial Disputes Group in Reed Smith’s Tysons, Virginia office. Mr. Albu represents businesses of all sizes in arbitrations and courts across the country, particularly in Virginia’s state and federal courts. His experience includes litigating matters involving breach of contract, fraud, conspiracy, tortious interference, conversion, defamation, misappropriation of intellectual prop¬erty, defective products and real property damage. Mr. Albu also represents individuals and developers in zoning and land use disputes from commencement at the local level to the Supreme Court of Virginia. Mr. Albu’s experience before administrative boards and trial and appellate courts includes matters involving zoning ordinance amendments, zoning inter¬pretations and determinations, special exception permits, rezonings, site plan disapprovals, proffers and conditions, regulatory takings, piecemeal down¬zonings, building and zoning permits, and zoning moratoriums. In addition to prosecuting and defending commercial and real estate disputes, Mr. Albu represents high net worth individuals in contentious fiduciary litigation, including breach of fiduciary duty claims, trust and estate disputes, and shareholder actions. Mr. Albu is a 2009 graduate of Washington and Lee University School of Law.

Ambika J. Biggs, author of Chapter 11.5, is a partner in the Tysons office of Hirschler. She focuses her practice on representing clients in government contracting matters such as bid protests, size and status protests, False Claims Act investigations, claims, and general counseling issues. She also is an experienced commercial litigator.

Elizabeth (“Liz”) Boison, co-author of Chapter 11.2, is a Trial Attorney at the Department of Justice who previously held various senior roles at the Con¬sumer Financial Protection Bureau. As a member of the initial team of at¬torneys hired to stand up the Bureau’s Office of Enforcement in 2011, Liz brought some of the Bureau’s first district court litigation before becoming Senior Counsel to the Deputy Director and Acting Associate Director for Supervision, Enforcement, and Fair Lending. Prior to joining the Bureau, Liz worked as an Associate at Willkie, Farr & Gallagher in Washington, DC investigating and litigating complex securities, antitrust, and accounting cases at both the trial and appellate level. Liz comes from a background in financial services prior to her legal career.

Kelly J. Bundy, author of chapter 8, focuses her practice on construction, commercial and product liability law, with an emphasis on dispute reso-lution—including mediation, arbitration, and jury and bench trials in state and federal court. She counsels clients on a wide array of commercial and business matters and disputes, including: claims and disputes arising from delay and inefficiency, defection work, payment disputes, performance and payment bonds, mechanic’s liens, design and construction and other project-related matters; product liability claims and disputes related to industrial and consumer products; OSHA compliance, investigations, and citations; business torts and contract claims; and the negotiation and drafting of contracts.

In 2017, Kelly was named an ABA Construction Law Forum Diversity Fellow, for which she is serving a three-year term. She is an active member of Hirschler’s Diversity and Inclusion Committee, co-chair of the Women’s Ini¬tiatives Network, and an editor for the Construction Law Blog.

Kelly earned her undergraduate degree cum laude from Washington & Lee University and her law degree cum laude from the University of Richmond School of Law.

Francis H. (“Chip”) Casola, author of Chapter 7, is a principal with Woods Rogers PLC, where he practices general and commercial litigation, including breach of contract, business tort, intellectual property, and antitrust actions, in both federal and state courts. Before joining Woods Rogers PLC, Mr. Casola earned a B.A., magna cum laude, from Virginia Tech in 1983, worked as a law clerk to Hearing Exam¬iners for the United States Merit Systems Protection Board for two years, and earned a J.D. from the University of Virginia School of Law in 1988, where he was named a Dillard Fellow. He is a past chair of the Virginia State Bar’s Antitrust, Franchising, and Trade Regulation Section and past member of the governing body of the Virginia Bar Association’s Health Law Section. Mr. Casola is a member of the Antitrust and Litigation Sections of the American Bar Association and is a member of the Virginia Bar Association, Virginia State Bar, Roanoke Bar Association, and Virginia Association of Defense Attorneys. He is also a past president of the Roanoke Bar Association.

Peter L. Henderer, author of Chapter 10, is a director with McCandlish Holton, P.C. in Richmond. He earned an A.B. in 1993 from Bowdoin College and a J.D. in 1996 from the George Washington University Law School. Mr. Henderer’s practice focuses on commercial real estate development and finance.

John A. C. Keith, author of Chapter 14, is a principal with Blankingship & Keith in Fairfax. He is a member of the McCammon Group and a certified mediator, and practices in the areas of civil litigation, business law, and wills, trusts, and estates. Mr. Keith earned a B.A. in 1968 and a J.D. in 1974 from the University of Virginia. Mr. Keith is listed in Best Lawyers in America and among the “Legal Elite” by Virginia Business magazine. He served as president of the Virginia State Bar from 1998 to 1999 and is a fellow of the Virginia Law Foundation, where he has also served on the board of directors.

Thomas A. Leggette, co-author of Chapter 11.2, is a solo practitioner in Falls Church with 42 years of experience. He is a former principal at Woods Rogers PLC, where he served as chair of the firm’s litigation section and was primarily involved in handling commercial litigation and insurance defense. Since going solo, Mr. Leggette has received just under 10 favorable decisions in civil RICO cases. He no longer accepts any cases for a fee, limiting his practice to pro bono work. He is a graduate of Virginia Polytechnic Institute and the University of Virginia School of Law. Mr. Leggette has been a frequent speaker and author for Virginia CLE, Nonprofit Governance Center, and numerous other organizations on attorney-client privilege, legal ethics, and civil litigation. He served for seven years as editor of the Federation of Defense and Corporate Counsel’s Update. He is a member of the American Bar Association and McLean Estate Planning Council.

Mark D. Loftis, author of Chapter 13, is a principal in the Roanoke office of Woods Rogers PLC and the chair of the firm’s litigation section. Mr. Loftis practices primarily in the areas of product liability, commercial litigation, and insurance coverage litigation. He has extensive experience representing product manufacturers, product retailers, and utility companies in litigation matters in both state and federal courts. Mr. Loftis is a past president of the Virginia Association of Defense Attorneys (2005 to 2006), and continues to be active in that organization. He is also a member of the American Bar Association, the Virginia Bar Association, the Virginia State Bar, and the Defense Research Institute. Mr. Loftis frequently writes and lectures on warranty, contract, and technology law issues. He has been named a Virginia Super Lawyer in the area of product liability defense and is listed in Best Lawyers in America, which has also recognized him as a 2020 Lawyer of the Year for Roanoke. In addition, Mr. Loftis is a fellow of the Virginia Law Foundation and a fellow of the American Bar Foundation. His pro bono work includes serving as the chancellor of the Episcopal Diocese of Southwestern Virginia. Mr. Loftis received his undergraduate degree from Georgetown University, with honors, and received his law degree from the University of Virginia School of Law.

Charles V. (“Chuck”) McPhillips, author of Chapter 12 and Appendices 12-1, 12-5, and 12-7, is a partner in the commercial law section of Kaufman & Canoles, P.C., and concentrates his practice in corporate and business law, mergers and acquisitions, public-private partnerships, and international transactions. Mr. McPhillips is a fellow of the Virginia Law Foundation and is perennially listed in Best Lawyers in America and Virginia Business magazine’s “Legal Elite.” He is AV rated by Martindale Hubbell. Mr. McPhillips graduated magna cum laude from Hampden-Sydney College in 1982, where he was elected to Phi Beta Kappa and Omicron Delta Kappa National Leadership Society. Mr. McPhillips attended the University of Virginia School of Law, where he was elected to the Order of the Coif upon his graduation in 1985. He is president of Greater Norfolk Corporation, chairman of the James Barry-Robinson Home for Boys Trust, chairman of the Barry Robinson Center, chairman of The Elizabeth River Trail Foundation; a member of the board of directors of the Catholic Community Foundation; and a former trustee of Hampden-Sydney College. Mr. McPhillips served as founding chairman of Saint Patrick Catholic School and continues to serve on its board of directors. He is the immediate past chairman of the McMahon-Parater Foundation, past chairman of the Virginia Stage Company, and a past chairman of the International Practice Section of the Virginia State Bar. He lectures frequently to lawyer and nonlawyer audiences on various business and international law topics.

Carrie Hallberg O’Malley, author of Chapters 2, 3, 11.1, and 11.8 and co-author of Appendices 12-3 and 12-4, is a shareholder with Hirschler Fleischer. Carrie joined Hirschler Fleischer’s Richmond office as a summer clerk and began her practice in the firm’s Commercial Real Estate and Finance Section in the fall of 1996. After an eighteen month sabbatical during which she served as counsel and vice president of the Richmond Na¬tional Title Services Division of Fidelity National Title Insurance Company, Carrie returned to Hirschler Fleischer to practice in the firm’s Fredericks¬burg office in 2004. With over 20 years of legal and business experience in commercial real estate transactions, Carrie concentrates her practice on complex real estate acquisitions, sales, financings and securitizations; loan portfolio acquisitions, sales and servicing transactions; commercial leasing matters, § 1031 like-kind exchanges; loan workouts; defeasances and tele¬ communications law.

Carrie received her B.S.B.A. with concentrations in finance and marketing from the E. Claiborne Robins School of Business at the University of Richmond in 1991. In 1996, Carrie received her law degree from the T.C. Williams School of Law and her Masters in Business Administration from the Richard S. Reynolds Graduate School of Business at the University of Richmond (a four-year joint degree program), which Carrie completed after only three years of study.

Carrie has been recognized among the “Legal Elite” by Virginia Business magazine (2006-2011, 2013-2014) and has been named a “Legal Rising Star” by Law & Politics (2007 and 2009). In 2009, she received the Women of Distinction Award in Law from the Girl Scout Commonwealth Council of Virginia, and in 2010 Carrie was selected by Virginia Lawyers Media as one of the “Influential Women of Virginia.”

Eric C. Perkins, Esq., is the author of Chapter 5, Chapter 11.4, and Appendix 12-6. He is the founding owner of Perkins Law PLLC, a small business, franchising, and nonprofit law firm. Mr. Perkins’ practice focuses on business contracts, transactions, and compliance matters for small businesses and nonprofit organizations. He serves clients in a variety of industries, ranging from real estate, professional services, information technology, restaurants, youth sports, and senior care to professional wrestling. Mr. Perkins is a frequent author and speaker on a variety of business and nonprofit law topics. He serves on the national Sportsmanship Committee for the United States Tennis Association and is a member of the ABA Forum on Franchising, Virginia Franchise Forum, Goochland Chamber of Commerce, Center for Nonprofit Excellence, ConnectVA, Richmond Tennis Association, and Short Pump Rotary Club.

Jane Whitt Sellers, author of Chapters 4 and 11.7 and co-author of Ap-pendices 12-8 through 12-11, is a partner in the Securities Department of McGuireWoods LLP. She has substantial experience in working with public and private companies and their boards on corporate finance matters, securities issues, mergers and acquisitions, corporate governance, and executive compensation. She has represented issuers, underwriters, and lenders in numerous financing transactions ranging from traditional loan agreements to public and private offerings (including Rule 144A offerings) of debt and equity securities, including hybrid securities such as trust preferred securities. Ms. Sellers’ mergers and acquisitions experience includes private stock and asset acquisitions and divestitures as well as multibillion dollar public company mergers. She has been regularly involved in public company periodic reporting and annual meeting matters, including shareholder proposals.

Ms. Sellers earned a B.A., cum laude, from Hollins College in 1975, an M.S. from Virginia Polytechnic Institute in 1977, and a J.D. from the University of Virginia School of Law in 1980, where she was elected to the Order of the Coif. She is a member of the Virginia State Bar, the North Carolina State Bar, and various state and local bar associations in Virginia and North Caro¬lina. Ms. Sellers is admitted to practice before Virginia and North Carolina courts, the Fourth Circuit Court of Appeals, and the United States District Courts for the Eastern and Western Districts of Virginia.

David W. Thomas, author of Chapters 15 and 11.6, practices in the area of business litigation, including contracts, securities arbitration, antitrust and other forms of unfair competition, intellectual property disputes, business torts, employment law, and business transaction negotiations. A 1998 graduate of Thomas Jefferson High School for Science and Technology in Alexandria, he earned a B.A., magna cum laude, in 2002 from Swarthmore College and a J.D. in 2005 from the University of Virginia School of Law, where he was Chancellor of the Lile Moot Court. After clerking in federal court and practicing antitrust and securities law for a multinational law firm, Mr. Thomas joined MichieHamlett in 2008. Mr. Thomas has been an adjunct professor of trial advocacy at the University of Virginia School of Law since 2009, is the editor of Virginia Forms, Volume 3A (UCC), and currently serves as a member of the Virginia State Bar’s 7th District Disciplinary Committee and on the board of the Ronald McDonald House of Charlottesville. A regular lecturer, Mr. Thomas teaches the Commercial Law portion of Virginia CLE’s Recent Developments in the Law program as well as courses on the ethics of technology.