Present: All the Justices 

C. PORTER VAUGHAN, INC., REALTORS 

v. Record No. 090110 OPINION BY JUSTICE DONALD W. LEMONS 

 February 25, 2010 

MOST REVEREND FRANCIS X. DILORENZO, 

BISHOP OF THE CATHOLIC DIOCESE OF RICHMOND 

FROM THE CIRCUIT COURT OF THE CITY OF RICHMOND 

Beverly W. Snukals, Judge 

 In this appeal from the dismissal of an action for real 

estate brokerage commissions, we consider whether the trial 

court erred when it sustained a demurrer of the defendant, the 

Most Reverend Francis X. DiLorenzo (“Bishop DiLorenzo”), to the 

amended complaint of C. Porter Vaughan, Inc., Realtors 

(“Vaughan”) on the grounds that its claim for a breach of an 

oral agreement was barred by the statute of frauds. 

I. FACTS AND PROCEEDINGS BELOW 

 Vaughan filed a complaint against Bishop DiLorenzo, the 

Bishop of the Catholic Diocese of Richmond, alleging that 

Bishop DiLorenzo had “employed” Vaughan, through its agent 

Marie Beitz (“Beitz”), to act as the real estate broker in the 

offering for sale of several properties located on North Laurel 

Street and South Cathedral Place in the City of Richmond (“the 

Chancery Buildings”). The complaint further alleged that 

Vaughan marketed the property to several potential purchasers, 

including Virginia Commonwealth University (“VCU”), the 
ultimate purchaser of the property. As a result of these 

marketing efforts, Vaughan alleged that it was owed a real 

estate commission in the amount of $242,400 for its services 

rendered in procuring a purchaser for the Chancery Buildings. 

 Bishop DiLorenzo filed a demurrer to Vaughan’s complaint 

in which he argued that the complaint failed to satisfy the 

requirements of Code § 11-2(7), namely because the complaint 

“fail[ed] to allege a writing which complie[d] with the statute 

of frauds and as such any alleged contract is unenforceable.” 

The trial court sustained Bishop DiLorenzo’s demurrer and 

granted Vaughan leave to amend its complaint. 

 In its amended complaint, Vaughan repeated its assertion 

that it marketed the Chancery Buildings to several potential 

buyers, including VCU, on behalf of Bishop DiLorenzo. 

Additionally, Vaughan alleged that Bishop DiLorenzo “entered 

into an oral agreement” for Vaughan to act as the real estate 

broker in the offering for sale of the Chancery Buildings. 

 As evidence of the purported oral agreement between the 

parties, Vaughan referred to several writings. The first was a 

November 28, 2006 letter to Beitz from the director of real 

estate and insurance services for VCU (“the VCU Letter”). The 

VCU Letter requested Beitz’s “client’s permission to allow VCU 

to order one or more appraisals of the” Chancery Buildings. On 

a signature line labeled “APPROVED,” Monsignor Thomas F. Shreve 

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(“Shreve”) signed the VCU Letter. In its amended complaint, 

Vaughan refers to Shreve as “Vicar General of the defendant.” 

 A second writing, dated March 2, 2007, was a letter from 

Bishop DiLorenzo to Beitz in which he thanked her for 

“forwarding the contract from David Solodar to purchase the 

Chancery buildings.” Bishop DiLorenzo informed Beitz that he 

was “unable to accept [Solodar’s] offer at the current bid.” 

The letter informed Beitz that the Chancery Buildings would be 

“off the market for 14 days from today’s date” so the Cathedral 

of the Sacred Heart could pursue its option to buy the Chancery 

Buildings. Bishop DiLorenzo then noted that after consultation 

with his staff and attorney, he was “establishing the sale 

price of the Chancery Buildings at $5,600,000.00.” Bishop 

DiLorenzo signed this letter. 

 The third writing consisted of a purchase agreement for 

the Chancery Buildings (“the Solodar Agreement”) between Bishop 

DiLorenzo and David Solodar (“Solodar”). The Solodar Agreement 

identified Bishop DiLorenzo as the seller, and Solodar as the 

buyer, of the Chancery Buildings, which were identified in the 

Basic Terms and Definitions section of the agreement. The 

writing provided for a purchase price of “approximately Five 

Million Dollars” and set forth the terms of purchase. 

 The Solodar Agreement also contained a paragraph entitled 

“BROKERAGE COMMISSION,” which stated, in pertinent part, 

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[i]t is understood that the Seller has engaged 

Marie Beitz of C. Porter Vaughan to represent 

[Bishop DiLorenzo] in the transaction. Seller 

shall, so long as Closing occurs, be responsible 

for the commission in the amount of four percent 

(4%). Other than Marie Beitz, neither party has 

engaged the services of a real estate broker or 

agent in negotiation or consummating the Closing 

of the conveyance of the [Chancery 

Buildings]. . . . This paragraph shall survive 

the Closing or termination of this Agreement. 

Bishop DiLorenzo signed the Solodar Agreement on March 8, 2007. 

 The fourth writing Vaughan introduced was a letter, dated 

August 6, 2007, from Bishop DiLorenzo to Beitz. The letter 

read, 

Dear Marie: 

Thank you for your letter of July 23, 2007 

regarding the withdrawal of the offer to 

purchase the property on Cathedral Place and 

Laurel Street. 

Certainly we both regret that the sale did not 

go through. These things happen, and I just 

want you to know that I appreciate all you did 

on our behalf. 

With gratitude and every best wish, I remain, 

Sincerely yours in Our Lord, 

Most Rev. Francis X. DiLorenzo 

The letter bore the signature “Francis X. DiLorenzo.” 

 Vaughan’s amended complaint alleged that after the Solodar 

Agreement was terminated, Bishop DiLorenzo entered into 

negotiations with the VCU Real Estate Foundation without 

Vaughan’s knowledge, and he sold the Chancery Buildings by deed 

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dated December 14, 2007 to the VCU Real Estate Foundation for 

$4,040,000. Despite Vaughan’s assistance in marketing the 

Chancery Buildings to the VCU Real Estate Foundation, Bishop 

DiLorenzo refused to pay the real estate commission to which 

Vaughan claims it is entitled. The amended complaint alleged 

that Bishop DiLorenzo owed Vaughan $242,400. 

 In response to Vaughan’s amended complaint, Bishop 

DiLorenzo filed a demurrer, in which he contended that Vaughan 

failed to plead either “a written []or oral agreement for the 

sale of real estate which sets out the necessary terms to 

include parties, duration and compensation.” While Bishop 

DiLorenzo conceded that the “documents attached to the Amended 

Complaint evidence the existence of an oral contract for the 

sale of real estate,” he argued that “[n]one of those 

documents, however, read together, constitute a writing 

required by Virginia Code § 11-2(7).” 

 The trial court sustained Bishop DiLorenzo’s demurrer and 

ordered Vaughan’s amended complaint dismissed with prejudice. 

In its accompanying letter opinion, the trial court found that 

“the only writing signed by the defendant which ostensibly 

relates to the ultimate sale of the property is an August 6, 

2007 letter from Defendant to Marie Beitz, Plaintiff’s agent.” 

The trial court held that the contents of that letter were “not 

sufficient to prove that Defendant intended for Beitz to 

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receive a commission for her assistance in the sale of his 

property,” and the statements in the letter “cannot be 

considered the essential terms of the contract.” Regarding the 

Solodar Agreement, the trial court held that its brokerage 

commission clause “cannot be imputed to the sale” of the 

Chancery Buildings to VCU. 

 Vaughan timely filed his notice of appeal and we granted 

an appeal on the following assignments of error: 

1. The trial court erred in finding that there were not 

writings between the parties sufficient to overcome the 

requirements of Va. Code § 11-2, commonly referred to as 

the Statute of Frauds. Such a finding is contrary to the 

intent and requirements of the Statute of Frauds. 

2. The trial court erred in finding that exhibit 5 attached to 

the amended complaint was the “only writing signed by the 

defendant which ostensibly relates to the ultimate purchase 

of the property.” 

II. ANALYSIS 

A. Standard of Review 

“A demurrer admits the truth of the facts 

contained in the pleading to which it is 

addressed, as well as any facts that may be 

reasonably and fairly implied and inferred from 

those allegations. A demurrer does not, 

however, admit the correctness of the pleader’s 

conclusions of law.” Yuzefovsky v. St. John’s 

Wood Apts., 261 Va. 97, 102, 540 S.E.2d 134, 

136-37 (2001) (internal citation omitted). 

Accordingly, we will consider the facts stated, 

and those reasonably and fairly implied and 

inferred, in the [complaint] in a light most 

favorable to the plaintiff, but we will review 

the sufficiency of the legal conclusions 

ascribed to those facts de novo. 

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Taboada v. Daly Seven, Inc., 271 Va. 313, 317-18, 626 S.E.2d 

428, 429 (2006), aff’d on reh’g, 273 Va. 269, 270, 641 S.E.2d 

68, 68 (2007). 

B. Statute of Frauds 

 Code § 11-2(7) provides, in pertinent part: 

Unless a promise, contract, agreement . . . or 

some memorandum or note thereof, is in writing 

and signed by the party to be charged or his 

agent, no action shall be brought . . . [u]pon 

any agreement or contract for services to be 

performed in the sale of real estate by a party 

defined in § 54.1-2000 or § 54.1-2101. 

Code § 11-2 closes by stating, “[t]he consideration need not be 

set forth or expressed in the writing, and it may be proved 

(where a consideration is necessary) by other evidence.” 

“The purposes of Code § 11-2 are to provide reliable 

evidence of the existence and terms of certain types of 

contracts and to reduce the likelihood that contracts within 

the scope of this statute can be created or altered by acts of 

perjury or fraud.” Lindsay v. McEnearney Assocs., Inc., 260 

Va. 48, 53, 531 S.E.2d 573, 575 (2000). Code § 11-2(7) “was 

intended to protect the public from unscrupulous real estate 

agents and brokers.” H-B Ltd. P’ship v. Wimmer, 220 Va. 176, 

179, 257 S.E.2d 770, 773 (1979). 

 The issue in this case is whether the writings signed by 

Bishop DiLorenzo or his agent were sufficient evidence of a 

real estate brokerage agreement between Bishop DiLorenzo and 

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Vaughan to remove the bar of the statute of frauds. We hold 

that they were. 

The statute [of frauds] is procedural or remedial 

in nature, and is concerned, not with the validity 

of the contract, but with its enforceability. 

The object of the statute of frauds is to prevent 

frauds and perjuries, and not to perpetrate them, 

so that the statute is not enforced when to do so 

would cause a fraud and a wrong to be perpetrated. 

T . . . v. T . . ., 216 Va. 867, 871, 224 S.E.2d 148, 151 

(1976) (citations omitted). 

 In Drake v. Livesay, 231 Va. 117, 341 S.E.2d 186 (1986), 

we reversed the trial court’s decision to sustain the 

defendant’s demurrer, holding that a letter sent by the seller 

of real property, in which he apologized for having sold the 

property to a higher bidder, “was a memorandum of an oral 

contract . . . sufficient to support a breach-of-contract 

action between” the seller and the spurned buyer. Id. at 121, 

341 S.E.2d at 188. In Drake, we held, 

the statute [of frauds] does not require that 

contracts within its purview be written. It 

merely interposes a bar to the enforcement of 

certain oral contracts, which bar may be removed 

by proof of a sufficient written memorandum of 

the transaction. When the bar is removed, it is 

the oral contract which is subject to 

enforcement, not the memorandum. Because the 

memorandum serves only to remove a bar to the 

enforcement of the oral contract, the validity 

of the oral contract may be established by other 

evidence. 

Id. at 120, 341 S.E.2d at 188 (emphasis added). 

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The present case contemplates the application of the 

statute of frauds not to an oral contract for the sale of real 

property, but to an oral real estate brokerage agreement. “A 

real estate listing agreement is defined as a contract ‘between 

an owner of real property and a real estate agent, whereby the 

agent agrees to secure a buyer or tenant for specific property 

at a certain price and terms in return for a fee or 

commission.’ ” Murphy v. Nolte & Co., Inc., 226 Va. 76, 81, 

307 S.E.2d 242, 245 (1983) (quoting Black’s Law Dictionary 840 

(5th ed. 1979)). “The [statute of frauds] does not require 

that the whole contract be in writing to be enforced when . . . 

the memorandum relied on contains the essential terms of the 

agreement.” Id. at 82, 307 S.E.2d at 245 (citing Reynolds v. 

Dixon, 187 Va. 101, 106, 46 S.E.2d 6, 8 (1948)). 

 In Murphy, a real estate broker sought his proportionate 

share of a sales commission based on an oral listing agreement. 

Id. at 78, 307 S.E.2d at 243. The only written evidence of the 

oral agreement introduced at trial was the sales contract, 

negotiated directly between the sellers and purchasers, for the 

subject property. Id. at 79-80, 307 S.E.2d at 244. After 

reviewing the contract, we determined that “[m]anifestly” there 

was “sufficient written evidence, signed by the sellers, 

authorizing [the broker] to act as their agent to secure a 

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buyer for the property at a specific price in return for a 

commission.” Id. at 81, 307 S.E.2d at 245. 

Murphy noted that the written sales agreement before the 

trial court “identifie[d] the parties to that agreement, . . . 

acknowledge[d] the participation of [the broker], identifie[d] 

the property, state[d] a firm price as well as the terms of 

sale, and provide[d] that a commission [would] be paid to the 

brokers.” Id. at 81-82, 307 S.E.2d at 245. Accordingly, the 

trial court affirmed the jury’s award of a verdict in favor of 

the broker for his sales commission. Id. at 78, 83, 307 S.E.2d 

at 243, 246. 

 Here, as in Murphy, there was a contract for the sale of 

real property – the Solodar Agreement – that “contains the 

essential terms of the [brokerage] agreement.” Id. at 82, 307 

S.E.2d at 245. This writing alone is sufficient written 

evidence of an oral agreement between Vaughan and Bishop 

DiLorenzo to remove the bar of the statute of frauds. The 

Solodar Agreement identified Bishop DiLorenzo and Solodar as 

the parties to the sale, acknowledged Beitz as Bishop 

DiLorenzo’s representative in the transaction, identified the 

Chancery Buildings as the properties to be sold, stated an 

approximate purchase price, identified the terms of sale, and 

provided that a commission would be paid to Vaughan. 

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 In his demurrer to Vaughan’s amended complaint, Bishop 

DiLorenzo contends that Vaughan failed to “set[] out the 

necessary terms to include parties, duration and compensation.” 

Compensation is not required by the plain language of Code 

§ 11-2, the last paragraph of which expressly eliminates 

consideration as an element of the agreement required in the 

writing. And as our analysis in Murphy articulates, no written 

durational language is required in order to remove the bar of 

the statute of frauds from a real estate brokerage agreement. 

It bears repeating that the “statute [of frauds] is concerned, 

not with the validity of the contract, but with its 

enforceability.” T . . . v. T . . ., 216 Va. at 871, 224 

S.E.2d at 151. 

The present case is distinguishable from Murphy because 

here the Solodar Agreement was not consummated. However, the 

terminated Solodar Agreement is not the contract Vaughan seeks 

to enforce. 

When the bar [of the statute of frauds] is 

removed, it is the oral contract which is 

subject to enforcement, not the memorandum. 

Because the memorandum serves only to remove a 

bar to the enforcement of the oral contract, the 

validity of the oral contract may be established 

by other evidence. 

Drake, 231 Va. at 120, 341 S.E.2d at 188. Just as 

the sales contract in Murphy contained “references 

. . . sufficient to remove the oral [real estate 

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brokerage] agreement from the operation of the 

statute of frauds,” 226 Va. at 82, 307 S.E.2d at 245, 

we hold that the Solodar Agreement, by itself, is 

sufficient to overcome a plea of the statute of 

frauds in this case. 

In addition to the Solodar Agreement, Vaughan introduced 

additional writings that bolster its argument that the statute 

of frauds should not operate to bar its claim. The VCU Letter 

was signed by Shreve, identified in Vaughan’s amended complaint 

as “Vicar General of the defendant.” By authorizing that 

request, Shreve ratified VCU’s reference to Bishop DiLorenzo as 

Vaughan’s “client.” Additionally, while not sufficient 

standing alone, the March 2, 2007 and August 6, 2007 letters 

from Bishop DiLorenzo to Beitz further support Vaughan’s claim 

of a contract between the parties. We have long held that 

multiple writings may be used to defeat a plea of the statute 

of frauds. See Jordan & Davis v. Mahoney, 109 Va. 133, 136, 63 

S.E. 467, 468 (1909). Taken together, in this case 

“[m]anifestly” there was “some memorandum . . . in writing and 

signed by the party to be charged or his agent,” Code § 11-2, 

“sufficient to remove the oral agreement from the operation of 

the statute of frauds.” Murphy, 226 Va. at 81, 82, 307 S.E.2d 

at 245. 

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 As we held in Murphy, “while the whole services agreement 

is not memorialized by the writing, nevertheless, the 

references in the sales contract are sufficient to remove the 

oral agreement from the operation of the statute of frauds.” 

Id. at 82, 307 S.E.2d at 245. The same principles of law hold 

true here. Of course, Vaughan will bear the burden of proof 

concerning the oral agreement at trial. 

III. CONCLUSION 

 We hold that the trial court erred when it sustained 

Bishop DiLorenzo’s demurrer. Accordingly, we will reverse the 

judgment of the trial court and remand this case for a trial on 

the merits. 

Reversed and remanded.

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