Present: All the Justices 

RICHFOOD, INC., ET AL. 

 

v. Record No. 971461 OPINION BY JUSTICE CYNTHIA D. KINSER 

 April 17, 1998 

DENNIS JENNINGS, ET AL. 

FROM THE CIRCUIT COURT OF HANOVER COUNTY 

Richard H. C. Taylor, Judge 

 In this case, we address the scope of claims 

encompassed in a release and whether a subsidiary 

corporation that did not sign the release is nevertheless 

bound by it. Because the release applies only to claims 

that arose prior to its execution and because a subsidiary 

is separate and distinct from its parent corporation, we 

will reverse the judgment of the circuit court. 

I. 

The material facts relevant to this appeal are not 

disputed. Richfood, Inc., is a wholesale food distributor 

providing goods and services to retail grocery stores. 

Market Insurance Agency, Inc., is a wholly-owned subsidiary 

of Richfood and provides insurance to grocery stores. 

Richfood, Dennis B. Jennings, and Paul H. Dembinski were 

shareholders of Bold Horizons, Inc., which operated a 

grocery store. 

 Market Insurance prepaid the annual premium on Bold 

Horizons’ workers’ compensation insurance policy. Richfood 
then billed Bold Horizons for the premium on a monthly 

basis and credited Bold Horizons’ payment to Market 

Insurance. 

 In August 1994, Richfood, Jennings, Dembinski, and 

Bold Horizons entered into a stock purchase agreement with 

Farm Fresh, Inc., for the sale of Bold Horizons. In order 

to settle and compromise certain claims, Richfood, 

Jennings, Dembinski, and Bold Horizons also executed a 

Settlement Agreement and General Release dated September 

23, 1994 (the Agreement).1 The provision of the Agreement 

at issue in this case, paragraph 3.a., states the 

following: 

 Richfood hereby releases, acquits and forever 

discharges The Jennings, Dembinski and their agents, 

attorneys-at-law and attorneys-in-fact, from any and 

all claims, debts, liabilities, demands, obligations, 

costs, fees, expenses, damages, actions and causes of 

action, of whatever kind or nature, whether known or 

unknown, based upon, arising out of or connected with 

anything whatsoever done, omitted or suffered to be 

done by or for any of them, based on, arising out of 

or in connection with any relationship or dealings 

related in any way to Bold Horizons or the “Food 4 

Less” store located at 4001 Virginia Beach Boulevard, 

Virginia Beach, Virginia, whether such claims are 

known or unknown, suspected or unsuspected or 

otherwise whatsoever. 

The sale of Bold Horizons effected a cancellation of 

the workers’ compensation insurance policy as of August 30, 

 1

 Several other individuals, not parties to this case, 

also signed the Agreement. 

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1994. At that time, a portion of the prepaid premium had 

not been used. Consequently, in May 1995, the insurance 

carrier issued a refund check to Richfood in the amount of 

$27,950, which represented the unused premium prepaid by 

Market Insurance. A Richfood employee forwarded the refund 

check to Farm Fresh, and Farm Fresh subsequently paid the 

proceeds of the check to Jennings and Dembinski. 

Upon discovering that Jennings and Dembinski had 

received the proceeds from the refunded premium, Richfood 

and Market Insurance demanded that Jennings and Dembinski 

return the proceeds. Jennings and Dembinski, however, 

refused. Richfood and Market Insurance commenced the 

instant action, seeking reimbursement of the refund. 

In response, Jennings and Dembinski filed grounds of 

defense and a motion for summary judgment. In their 

motion, they argued that the Agreement bars the claim of 

Richfood and Market Insurance. 

After considering the pleadings, the Agreement, the 

written submissions of the parties, and the argument of 

counsel, the circuit court determined that the Agreement 

was unambiguous and discharged Jennings and Dembinski “from 

liability to Richfood and Market Insurance for claims and 

causes of action arising in the future and for wrongful 

conduct occurring after the execution of the Release 

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because the alleged wrongful conduct was connected with the 

matters referred to in the Release . . . .” Accordingly, 

in an order dated April 21, 1997, the court granted 

Jennings’ and Dembinski’s motion for summary judgment. 

Richfood and Market Insurance appeal. 

II. 

 Jennings and Dembinski assert that the Agreement 

discharges the claim of Richfood and Market Insurance even 

though the parties executed the Agreement several months 

before Jennings and Dembinski received the proceeds from 

the insurance premium refund. Jennings and Dembinski claim 

that paragraph 3.a. releases all claims based on both past 

and future conduct between the parties relating to the 

operation of Bold Horizons’ grocery store and that the 

disputed insurance premium refund resulted from or was a 

part of the operation of that business. 

 Alternatively, Jennings and Dembinski argue that even 

if the Agreement does not apply to conduct occurring after 

execution of the Agreement, the claim asserted by Richfood 

and Market Insurance in this case existed prior to the date 

of the Agreement. According to Jennings and Dembinski, the 

insurance premium refund was a “known account receivable as 

of August 30, 1994,” when the workers’ compensation 

insurance policy was canceled, and that future wrongdoing 

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is, therefore, not at issue. We disagree with both 

arguments. 

 “The scope of a release agreement, like the terms of 

any contract, is generally governed by the expressed 

intention of the parties.” First Security Federal Savings 

Bank, Inc. v. McQuilken, 253 Va. 110, 113, 480 S.E.2d 485, 

487 (1997). “Where parties contract lawfully and their 

contract is free from ambiguity or doubt, the agreement 

between them furnishes the law which governs them.” 

Russell Co., Inc. v. Carroll, 194 Va. 699, 703, 74 S.E.2d 

685, 688 (1953). 

Like the trial court, we find no ambiguity in 

paragraph 3.a. of the Agreement. The operative words of 

that provision are all in the past tense. Specifically, 

paragraph 3.a. states that Richfood releases and forever 

discharges Jennings and Dembinski “from any and all claims, 

debts, . . . arising out of or connected with anything 

whatsoever done, omitted or suffered to be done . . . .” 

(emphasis added). Thus, paragraph 3.a. of the Agreement, 

by its terms, covers only claims that already had accrued 

prior to its execution. The additional language stating 

“whether such claims are known or unknown, suspected or 

unsuspected” speaks of anything “done, omitted or suffered 

to be done” and discharges such claims regardless of 

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whether they were known by the parties when executing the 

Agreement. This language does not extend paragraph 3.a. to 

claims not in existence on the date of the Agreement. In 

sum, paragraph 3.a. of the Agreement does not discharge 

claims arising out of conduct or events that had not 

occurred on or before the date of the Agreement. 

 The alleged wrongful conduct giving rise to the claim 

now asserted by Richfood and Market Insurance against 

Jennings and Dembinski did not transpire before the 

execution of the Agreement. It may well be that Richfood 

and Market Insurance, as well as Dembinski and Jennings, 

knew that there would be a premium refund from the workers’ 

compensation insurance carrier. However, in the present 

action, Richfood and Market Insurance allege that Jennings 

and Dembinski wrongfully retained that refund. This 

alleged conduct by Jennings and Dembinski occurred after 

Richfood initially received the refund check in May 1995, 

long after the parties executed the Agreement. Thus, we 

conclude that the provision of the Agreement at issue does 

not bar the claim asserted by Richfood and Market Insurance 

in this case. 

 We also hold that Market Insurance has a separate, 

independent basis for asserting that the Agreement does not 

preclude its claim against Jennings and Dembinski. 

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Contrary to the position taken by Jennings and Dembinski, 

Market Insurance’s status as a subsidiary of Richfood does 

not make Market Insurance a party to the Agreement. As a 

subsidiary, Market Insurance is a corporate entity separate 

from Richfood. See Thompson v. Air Power, Inc., 248 Va. 

364, 371, 448 S.E.2d 598, 603 (1994); Beale v. Kappa Alpha 

Order and Kappa Alpha Alumni Found., 192 Va. 382, 395, 64 

S.E.2d 789, 796 (1951). “The mere showing that one 

corporation is owned by another or that they share common 

officers is not a sufficient justification for a court to 

disregard their separate corporate structure.” Southern 

States Coop., Inc. v. Dailey, 280 S.E.2d 821, 827 (W. Va. 

1981). 

Furthermore, Market Insurance did not sign the 

Agreement, and the terms of the pertinent provision do not 

include or bind the subsidiaries of Richfood. In the 

opening paragraph of the Agreement, Richfood is defined as 

“Richfood, Inc., Richfood Holdings, Inc., Donald D. 

Bennett, John E. Stokely, Edgar E. Poore, Daniel R. Schnur, 

Esq. and David W. Hoover, (collectively, ‘Richfood’).” 

Notably, this definition includes neither Market Insurance 

nor any subsidiaries of Richfood. In every paragraph of 

the Agreement in which Richfood is releasing other parties, 

including paragraph 3.a., the term “Richfood” is never 

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expanded to include other persons or entities. However, 

the recipient of each release is broadened to include its 

“officers, directors, employees, agents, attorneys-at-law, 

attorneys-in-fact and all other parties or entities by or 

through whom they may act.” Thus, the parties understood 

how to include persons or entities in addition to those 

specifically identified when it was their intent to do so. 

“No word or clause will be treated as meaningless if a 

reasonable meaning can be given to it, and there is a 

presumption that the parties have not used words 

aimlessly.” Winn v. Aleda Constr. Co., Inc., 227 Va. 304, 

307, 315 S.E.2d 193, 195 (1984). Thus, we conclude that 

Market Insurance is not a party to the Agreement and is, 

therefore, not bound by paragraph 3.a. 

 For these reasons, we will reverse the judgment of the 

circuit court and remand for further proceedings consistent 

with this opinion. 

 Reversed and remanded.

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