PRESENT: Carrico, C.J., Lacy, Hassell, Keenan, Kinser, and 

Lemons, JJ., and Compton, S.J. 

CAVE HILL CORPORATION 

v. Record No. 020060 

PHILLIP T. HIERS OPINION BY 

SENIOR JUSTICE A. CHRISTIAN COMPTON 

PHILLIP T. HIERS November 1, 2002 

v. Record No. 020070 

CAVE HILL CORPORATION 

FROM THE CIRCUIT COURT OF ROCKINGHAM COUNTY 

John J. McGrath, Jr., Judge 

 These two appeals arise from a single action for damages 

alleging breach of an employment contract. The central question 

is whether the trial court erred in refusing to rule that the 

contract was clear and unambiguous, and in submitting to a jury 

the interpretation of the agreement. 

 To set the stage, relevant facts, mostly undisputed, that 

furnish the background and details of this controversy must be 

reviewed. In 1993, plaintiff Phillip T. "Chuck" Hiers commenced 

work as a sales person for defendant Cave Hill Corporation in 

its division, Atlantic Fabritech, located in Rockingham County. 

The defendant manufactures above ground storage tanks, primarily 

for use in the oil and lubrication industry. 
 On September 9, 1998, the plaintiff and defendant, through 

its president and sole shareholder, Walter M. Hopkins, executed 

the one-page contract that is the subject of this dispute. The 

agreement was "composed" by plaintiff and Hopkins, and was 

typewritten on a page of Atlantic Fabritech stationery. 

 The contract is labeled: 

"EMPLOYMENT AGREEMENT 

EMPLOYEE: PHILLIP T. 'CHUCK' HIERS 

TITLE: SALES MANAGER 

EFFECTIVE DATES: August 14, 1998 – August 1, 2003" 

 In a preamble, the writing stated: "This work agreement 

established on August 14, 1998 between Cave Hill Corporation, 

d/b/a Atlantic Fabritech and Phillip T. Hiers is based on the 

following conditions." 

 Paragraph 1 provided for a $25,000 annual salary plus a 

cost-of-living increase. 

 Paragraph 2 provided, in part, for a two per cent 

commission to be paid plaintiff "on Atlantic Fabritech tank 

sales quoted, processed, generated and sold by Chuck." 

 Paragraphs 3 and 4 provided for use of a company vehicle 

and for an expense allowance. 

 Paragraph 5 provided: "Thirty (30) days' notice will be 

given by both the employee and the employer in the case of leave 

or dismissal." 

2
 Paragraphs 6 and 7 provided for a vacation period, and for 

medical and dental insurance. 

 The agreement concluded with an unnumbered paragraph 

delineating plaintiff's job responsibilities. 

 During the negotiations for the contract, Hopkins told the 

plaintiff that one Stacey Sinnett, a former Cave Hill employee, 

would be reemployed. The plaintiff understood that Sinnett was 

to work for him in sales and in product development. However, 

the plaintiff learned the day after the contract was signed that 

Sinnett was to be the general manager of Atlantic Fabritech and 

that the plaintiff would have "to report to" Sinnett. 

 Thereafter, disagreement between plaintiff and Hopkins 

developed over job duties, commissions on sales, and plaintiff's 

overall performance of his assigned work. Specifically, 

plaintiff contended that, under the employment agreement, he was 

entitled to commissions on all sales, that is, not only on sales 

that he made but also on sales that Sinnett made. Hopkins took 

the position that the plaintiff was not entitled to a commission 

on Sinnett's sales. 

 During the period from September 1998 to May 6, 1999, the 

disagreement continued, with Sinnett issuing "warnings" to 

plaintiff about the performance of his duties. Finally, Sinnett 

recommended to Hopkins that plaintiff's employment be terminated 

because of "the way he handled several volume accounts . . . not 

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making as many sales calls . . . as he should, not travelling as 

much as we needed . . . [and] not having his office organized." 

Hopkins had observed that plaintiff "repeatedly" was late for 

work and that he was "working on other projects," including 

"selling guns and cars . . . during company business time." 

Additionally, according to Hopkins, plaintiff was unable "to get 

along with" Sinnett, would not conform to new policies 

established by Sinnett, and "fell out with some of the 

customers." 

 Eventually, plaintiff was discharged. In a May 6 letter to 

the plaintiff, Sinnett wrote: "We find it necessary to 

terminate your employment with Cave Hill Corporation as the 

Sales Manager for the Atlantic Fabritech Division effective this 

date. You will receive your salary for the month of May, which 

we will give you today." 

 Subsequently, plaintiff filed the present action seeking 

damages for breach of the employment contract. In a motion for 

judgment, plaintiff asserted that he improperly "was denied 

payment of commissions based on sales negotiated and approved by 

Sinnett;" that he was criticized "with unjustified and untrue 

accusations of inadequate job performance;" that he had been 

guaranteed "a fixed term of employment to run from August 14, 

1998 to August 1, 2003;" and that he had been "terminated 

without just cause." 

4
 In a grounds of defense, defendant denied plaintiff had 

been employed for a fixed term. Defendant also filed a 

counterclaim seeking damages from plaintiff for breach of 

another agreement between the parties; the plaintiff had 

promised not to disclose certain confidential and proprietary 

information and not to compete with defendant upon termination. 

 During an August 2001 jury trial, the trial court permitted 

the plaintiff to testify extensively, over defendant's 

objection, to his "understanding" of many of the terms of the 

employment contract. For example, plaintiff said his 

"understanding" was that he "would be paid 2% commission on 

. . . all tank sales" not "just 2% of what [he] personally sold 

to a customer." Also, plaintiff testified about "the intent of 

the parties" as set forth in the final paragraph of the 

agreement relating to job responsibilities. 

 The trial court, over defendant's objection, permitted the 

jury to interpret the contract, ruling that the agreement was 

unclear and ambiguous. The court instructed the jury that it 

"must determine whether the contract is for a definite term of 

employment or whether it is a contract for employment that is 

terminable at will." The court also told the jury that just 

cause was required for an employer to terminate a fixed-term 

employment contract prior to the end of the term. 

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 The jury found in favor of the plaintiff on his claim, 

fixing the damages at $260,000, and denied the counterclaim. 

Subsequently, in an October 2001 judgment order ruling on 

defendant's motion to set the verdict aside, the trial court 

ordered remittitur to $100,000, and otherwise entered judgment 

on the verdict in favor of the plaintiff. 

 We awarded the defendant an appeal of the court's judgment 

for the plaintiff. We also awarded the plaintiff an appeal of 

the court's action in ordering remittitur. 

 Although the parties dwell upon the admissibility of parol 

evidence with regard to those portions of the contract dealing 

with commissions and job responsibilities, the core of these 

appeals is the question whether the trial court erred in 

refusing to rule, as urged by defendant, that the contract was 

clear and unambiguous in establishing an employment that was 

terminable at will. Stated differently, the crux of the 

controversy upon review is whether the trial court erred in 

determining that a jury issue was created regarding the nature 

of the contract. 

 Settled principles are applicable here. "In Virginia, an 

employment relationship is presumed to be at-will, which means 

that the employment term extends for an indefinite period and 

may be terminated by the employer or employee for any reason 

upon reasonable notice." County of Giles v. Wines, 262 Va. 68, 

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72, 546 S.E.2d 721, 723 (2001). However, when the employment is 

for a definite period, the presumption of at-will employment is 

rebutted and an employee may be terminated only for just cause. 

Progress Printing Co. v. Nichols, 244 Va. 337, 340, 421 S.E.2d 

428, 429 (1992). And, when there is a conflict in the evidence 

concerning the terms of an employment contract, the question 

whether the employment is at will or for a definite term becomes 

one of fact to be resolved by the jury. Miller v. SEVAMP, Inc., 

234 Va. 462, 465-66, 362 S.E.2d 915, 917 (1987). 

 In the present case, the trial court submitted the 

interpretation of the contract to the jury because the court 

ruled that its terms were ambiguous. "An ambiguity exists when 

language admits of being understood in more than one way or 

refers to two or more things at the same time." Renner 

Plumbing, Heating & Air Conditioning, Inc. v. Renner, 225 Va. 

508, 515, 303 S.E.2d 894, 898 (1983). However, "[c]ontracts are 

not rendered ambiguous merely because the parties or their 

attorneys disagree upon the meaning of the language employed to 

express the agreement." Doswell Ltd. P'ship v. Virginia Elec. 

and Power Co., 251 Va. 215, 222-23, 468 S.E.2d 84, 88 (1996). 

And, "[e]ven though an agreement may have been drawn unartfully, 

the court must construe the language as written if its parts can 

be read together without conflict." Id. at 223, 468 S.E.2d at 

88. 

7
 On appeal, the plaintiff contends the trial court did not 

err in permitting the jury to interpret the agreement. He 

argues there was a conflict over the contract's terms and their 

meaning. In particular, he maintains he "presented evidence and 

argument that the Contract was for a definite term of five years 

('Effective Dates: August 14, 1998 – August 1, 2003' . . .) and 

that, therefore, the Contract was terminable only upon just 

cause and with termination effective only following thirty days 

notice." We do not agree. 

 We hold that the contract was clear and unambiguous. In 

plain terms, the contract was effective for a designated period 

of time. Nevertheless, the agreement specifically was subject 

to certain "conditions," as mentioned in the preamble. The 

significant condition relevant here is that either party could 

terminate the contract upon 30 days notice, according to the 

clear terms of paragraph 5. This notice provision trumped the 

effect of the designated time period. 

 Nowhere in this writing is there any reference to a "just 

cause" requirement for job termination by the employer. In 

order to find such a requirement, one would have to insert words 

into the writing contrary to the elementary rule that the 

function of the court is to construe the contract made by the 

parties, not to make a contract for them. See Wilson v. 

Holyfield, 227 Va. 184, 187, 313 S.E.2d 396, 398 (1984). 

8
 Consequently, we hold that the trial court committed 

reversible error in refusing to decide as a matter of law that 

the contract was one terminable at will and in permitting the 

jury to interpret the agreement. Because plaintiff was an atwill employee, the defendant properly terminated him upon giving 

30 days notice, and the defendant's conduct in this regard is 

not actionable. 

 In view of the foregoing ruling, the parol evidence 

question becomes a subsidiary issue. It necessarily follows 

from what we already have said that the trial court also erred 

in admitting extrinsic evidence of the plaintiff's 

"understanding" to explain the terms of the agreement relating 

to commissions. "Parol evidence of prior or contemporaneous 

oral negotiations are generally inadmissible to alter, 

contradict, or explain the terms of a written instrument 

provided the document is complete, unambiguous, and 

unconditional." Doswell Ltd. P'ship, 251 Va. at 222, 468 S.E.2d 

at 88 (quoting Renner, 225 Va. at 515, 303 S.E.2d at 898). 

 We address the parol evidence issue only because the 

plaintiff did have an employment contract, albeit one that was 

terminable at will. Thus, he had a potential claim for failure 

of defendant to pay commissions due under the contract. 

However, we hold that paragraph 2 plainly provides for 

commissions on "tank sales quoted, processed, generated and sold 

9
by Chuck," and not upon such sales sold by Sinnett. Therefore, 

plaintiff, as a matter of law, was not entitled to recover any 

sum for commissions on Sinnett's sales. 

 Consequently, the judgment in favor of the plaintiff will 

be reversed and final judgment will be entered here in favor of 

Cave Hill Corporation. This ruling renders the other appeal 

moot, and it will be dismissed. 

Record No. 020060 – Reversed and final judgment. 

 Record No. 020070 – Dismissed. 

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