Present: All the Justices 

PEGGY A. MUSSELMAN, EXECUTOR OF THE 

ESTATE OF ROBERT C. YOUNG, ET AL. 

v. Record No. 992887 OPINION BY JUSTICE BARBARA MILANO KEENAN 

 September 15, 2000 

THE GLASS WORKS, L.L.C., ET AL. 

FROM THE CIRCUIT COURT OF THE CITY OF ROANOKE 

Robert P. Doherty, Jr., Judge 

 In this appeal, we consider the issue whether the death of 

a party to a non-competition agreement, which was executed as 

part of the sale of a business, relieved the purchaser of the 

business of its obligation to make payments under the agreement. 

 The facts in this case are undisputed. In July 1995, The 

Glass Works, L.L.C. (Glass Works) entered into an Asset Purchase 

Agreement (the purchase agreement) with B & L Auto Glass & 

Mirror, Inc. (B & L Auto) and its principals, Robert C. Young, 

Peggy A. Musselman, and Marian L. Gray (collectively, the 

sellers). Under the purchase agreement, Glass Works purchased 

from the sellers, among other things, the inventory, equipment, 

and business name of B & L Auto in Roanoke.*

 In paragraph 2 of the purchase agreement, Glass Works 

agreed to pay B & L Auto a total purchase price of $515,000. As 

provided in that paragraph, the purchase price was payable as 

follows: $1,000 deposit, $114,000 cash at closing, $340,000 in 
the form of a secured promissory note to the sellers, and a 

total of $60,000 in payments to Young, Musselman, and Gray under 

three non-competition agreements. 

 The non-competition agreements were executed at the same 

time as the purchase agreement. Young agreed in his noncompetition agreement with Glass Works (the non-competition 

agreement) not to engage for five years in any business similar 

to that of B & L Auto as an owner, shareholder, employee, or 

consultant within a 100-mile radius of Roanoke. The noncompetition agreement provided that "in consideration of 

[Young's] agreements," Glass Works would pay Young $615 per 

month for 60 months, for a total payment of $36,900. The 

principals of Glass Works, Lury W. Goodall, Jr., Charles C. 

Nimmo, and Michael E. Puckett, also executed a Guarantee 

Agreement, personally guaranteeing Glass Works' obligations 

under the purchase agreement, the promissory note, and the noncompetition agreements. 

 After its purchase of the business in July 1995, Glass 

Works began making the monthly payments to Young under the noncompetition agreement. When Young died on April 18, 1998, Glass 

Works stopped making the payments. Musselman qualified as 

executor of Young's estate and filed this breach of contract 

 *

After the sale, B & L Auto Glass & Mirror, Inc. changed its 

corporate name to Bobs, Inc. 

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action against Glass Works, Goodall, Nimmo, and Puckett 

(collectively, the defendants), seeking recovery of the amounts 

allegedly due Young's estate under the non-competition 

agreement. 

 Musselman alleged in her motion for judgment that the 

amount due under the non-competition agreement was "part of the 

purchase price" for B & L Auto and, thus, did not abate when 

Young died. She also alleged that B & L Auto agreed to 

"separate the value for the Non-Competition Agreement out of the 

principal balance of the [promissory] note . . . to allow [Glass 

Works], at its request, to report a lower 'notes payable' for 

credit reporting purposes." 

 The parties submitted the case to the trial court on 

stipulated evidence. The trial court ruled that the purchase 

agreement was ambiguous because its initial declaration, that 

the purchase price was consideration for the sale of the 

specified business assets, conflicted with the purchase 

agreement's later recitation that the purchase price included 

consideration for the non-competition agreements. The trial 

court concluded from this language that the parties intended 

"separate contracts and separate consideration for the noncompetition agreements." The trial court held that the noncompetition agreement was a personal service contract that 

terminated on Young's death, and that no further payments were 

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due under the agreement. The court entered final judgment in 

favor of the defendants. 

 On appeal, Musselman argues that the payments due under the 

non-competition agreement were an integral part of the purchase 

price of B & L Auto's assets, which effectively represented 

payment for the good will of the business, and did not 

constitute consideration for a separate personal service 

contract. She asserts that Glass Works should not receive a 

lesser price for the business simply because Young agreed to 

accept monthly payments under the non-competition agreement 

rather than a lump sum payment. Musselman also contends that 

since the non-competition agreement did not require Young to 

provide any personal service to Glass Works, but simply required 

him to refrain from competing with Glass Works, the agreement 

did not constitute a personal service contract that terminated 

on his death. 

 In response, the defendants contend that the noncompetition agreement was a separate, personal service contract 

that required Glass Works to make payments only to Young, rather 

than to B & L Auto, and that Young's death prevented him from 

fully performing the contract. The defendants also assert that 

Young's estate is not entitled to further payment under the noncompetition agreement because that agreement did not obligate 

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Glass Works to continue making payments in the event of Young's 

death. We disagree with the defendants' arguments. 

 When a business transaction is based on more than one 

document executed by the parties, we will construe the documents 

together to determine the intent of the parties. First Am. Bank 

of Va. v. J.S.C. Concrete Constr., Inc., 259 Va. 60, 67, 523 

S.E.2d 496, 500 (2000); Daugherty v. Diment, 238 Va. 520, 524, 

385 S.E.2d 572, 574 (1989); American Realty Trust v. Chase 

Manhattan Bank, 222 Va. 392, 403, 281 S.E.2d 825, 830 (1981). 

In ascertaining the parties' intent, we consider the plain 

meaning of the language the parties used in the documents. 

Pollard & Bagby, Inc. v. Pierce Arrow, L.L.C., 258 Va. 524, 528, 

521 S.E.2d 761, 763 (1999); Waynesboro Village, L.L.C. v. BMC 

Properties, 255 Va. 75, 79-80, 496 S.E.2d 64, 67 (1998). 

 When the terms of the parties' documents are clear and 

unambiguous, the interpretation of those terms presents a 

question of law. Pollard & Bagby, 258 Va. at 528, 521 S.E.2d at 

763; Gordonsville Energy, L.P. v. Virginia Elec. & Power Co., 

257 Va. 344, 352-53, 512 S.E.2d 811, 816 (1999). The issue 

whether particular documents are ambiguous is also a question of 

law. Pollard & Bagby, 258 Va. at 528, 521 S.E.2d at 763; 

Donnelly v. Donatelli & Klein, Inc., 258 Va. 171, 180, 519 

S.E.2d 133, 138 (1999); Tuomala v. Regent Univ., 252 Va. 368, 

374, 477 S.E.2d 501, 505 (1996). Thus, on appeal, we are not 

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bound by the trial court's resolution of these questions of law, 

and we are afforded the same opportunity as the trial court to 

consider the terms of the documents at issue. Pollard & Bagby, 

Inc., 258 Va. at 528, 521 S.E.2d at 763; Donnelly, 258 Va. at 

180, 519 S.E.2d at 138; Gordonsville Energy, L.P., 257 Va. at 

352-53, 512 S.E.2d at 816. 

 We conclude that the purchase agreement and the noncompetition agreement are unambiguous, and that their terms 

formed an integrated business transaction in which the various 

non-competition agreements effectively represented a purchase of 

the business good will of B & L Auto. The language of the 

purchase agreement demonstrates the integrated nature of the 

purchase transaction by stating that the sum due under the three 

non-competition agreements was part of the purchase price of the 

business, B & L Auto. Glass Works' payment of $60,000 for the 

three non-competition agreements was referred to specifically as 

part of "the purchase price for all of the property referred to 

in Paragraph 1." In that paragraph, which is entitled "Sale of 

Business," the property purchased included all "inventory, 

equipment, supplies, appliances, vehicles and office furniture 

owned by [B & L Auto] and used in [its] business." 

 Our conclusion that the non-competition agreement was an 

integrated part of the purchase transaction, rather than a 

separate, personal service contract, also is supported by the 

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terms of the non-competition agreement. Those terms did not 

require Young to perform any affirmative duties or services for 

Glass Works after it purchased B & L Auto. Thus, the agreement 

entered into by Glass Works and Young manifested only their 

intent to benefit Glass Works in its purchase of the business, 

and not to benefit Glass Works in obtaining Young's expertise or 

skill in the performance of personal services related to the 

conduct of the business. 

 We find no merit in the defendants' argument that Glass 

Works is not obligated to continue performing its duties under 

the non-competition agreement because the agreement does not 

state that Glass Works' duty to make payments under the 

agreement would continue in the event of Young's death. Since 

the non-competition agreement represented part of the purchase 

price of the business, Glass Works' payments under the noncompetition agreement remain due as part of that purchase, which 

was fully executed and was not conditioned on Young's survival 

for any period of time. If Glass Works had intended to be 

excused on Young's death from its duty to pay this particular 

part of the purchase price for B & L Auto, Glass Works should 

have inserted a provision to this effect in the purchase 

agreement. We will not, by construction, insert a term in a 

contract that the parties to the contract omitted. Lansdowne 

Dev. Co. v. Xerox Realty Corp., 257 Va. 392, 400, 514 S.E.2d 

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157, 161 (1999); Hutter v. Heilmann, 252 Va. 227, 231, 475 

S.E.2d 267, 270 (1996); Bridgestone/Firestone, Inc. v. Prince 

William Square Assocs., 250 Va. 402, 407, 463 S.E.2d 661, 664 

(1995). 

 Glass Works' argument that Young's death prevented him from 

performing his duty of forbearance from competition does not 

alter this result. It is self-evident that Young's death did 

not constitute a breach of his agreement to refrain from 

competition with B & L Auto and did not deprive Glass Works of 

the benefit of its bargain. 

 For these reasons, we will reverse the trial court's 

judgment and remand the case to the trial court for entry of 

judgment in favor of Musselman, as executor of Young's estate, 

for the remaining amount due under the non-competition 

agreement. 

Reversed and remanded.

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