Present: All the Justices 

CHRISTOPHER BARTOLOMUCCI 

 OPINION BY 

v. Record No. 140275 JUSTICE LEROY F. MILLETTE, JR.

 April 16, 2015 

FEDERAL INSURANCE COMPANY, ET AL. 

VU VO 

v. Record No. 140297 

FEDERAL INSURANCE COMPANY, ET AL. 

FROM THE CIRCUIT COURT OF LOUDOUN COUNTY 

Thomas D. Horne, Judge 

In these appeals we consider the scope and application of 

an insurance policy that provides coverage for a law firm 

partner's vehicle only when that vehicle is "used in" a law 

firm's business or personal affairs. 

I. Facts And Proceedings 

Vu Vo and Christopher Bartolomucci were involved in a 

vehicle collision. Based on his injuries, Vo filed a lawsuit 

against Bartolomucci seeking $1,000,000 in damages. The 

vehicle which Bartolomucci was driving was insured under an 

Allstate Insurance Company insurance policy with a $100,000 

liability limit (the "Allstate Policy"). Vo is unwilling to 

settle his suit within the Allstate Policy's limit. 

Because his potential liability exceeds the Allstate 

Policy's limit, Bartolomucci filed a declaratory judgment 

action in the Circuit Court of Loudoun County. Bartolomucci 
2

sought to establish that his vehicle fell within the scope of 

Federal Insurance Company's insurance policy issued to 

Bartolomucci's law firm, Hogan Lovells US, LLC (the "Federal 

Policy").1 During the course of these proceedings, the circuit 

court ruled on the demurrer to the amended complaint filed by 

Federal Insurance and Hogan Lovells. The circuit court 

sustained that demurrer in part, overruled it in part, and 

allowed Bartolomucci's suit to continue on the theory that he 

was covered by the Federal Policy. 

The case went to trial. The matter was submitted to the 

jury on a special interrogatory asking the question whether 

Bartolomucci was using his vehicle in Hogan Lovells's business 

or personal affairs at the time of the collision. The jury 

responded "yes." However, the circuit court then granted 

Federal Insurance's and Hogan Lovells's motion to strike, and 

set aside the jury's finding as not being supported by the 

evidence. The court entered final judgment in favor of Federal 

Insurance and held that the Federal Policy did not cover 

Bartolomucci's use of the vehicle at the time of the collision. 

Bartolomucci and Vo timely filed separate petitions for 

appeal with this Court, and we granted all six assignments of 

error. These assignments require us to address four issues: 

 1

 At the time of the collision, Hogan Lovells US, LLC was 

Hogan Hartson, LLC. All instances of Hogan Hartson are 

referred to as Hogan Lovells. 
3

1. Whether the Federal Policy automatically 

provided excess liability coverage unrestricted 

by any other requirements of the policy? 

2. Whether the Federal Policy provided coverage 

because Bartolomucci is a "Named Insured"? 

3. Whether the Federal Policy provided coverage 

because it is ambiguous? 

4. Whether the Federal Policy provided coverage 

because Bartolomucci's use of the vehicle fell 

within the scope of the policy? 

II. Discussion 

A. The Role Of The Jury In A Declaratory Judgment Action 

The parties dispute the preliminary issue of whether the 

jury's answer of "yes" to the special interrogatory was binding 

or advisory. Throughout the proceedings, the circuit court 

treated the jury's answer as arising under Code § 8.01-188, and 

as binding subject to being set aside only in the limited 

circumstances set forth in Code § 8.01-680. Federal Insurance 

argues that this was error because no constitutional, 

statutory, or consent basis allowed the court to employ a 

binding jury, and therefore the jury's answer was only advisory 

under Code § 8.01-336(E). See Angstadt v. Atlantic Mut. Ins. 

Co., 254 Va. 286, 291-92, 492 S.E.2d 118, 120-21 (1997); Wright 

v. Castles, 232 Va. 218, 222, 349 S.E.2d 125, 128 (1986). This 

argument impacts our review of the circuit court's treatment of 

the jury answer. If the jury's answer was binding rather than 

advisory, the court's setting aside that answer is analyzed 
4

under a more stringent standard. Compare DeJarnette v. Thomas 

M. Brooks Lumber Co., 199 Va. 18, 21, 97 S.E.2d 750, 752 (1957) 

(standard of review applicable to the rejection of an advisory 

determination), with Wooldridge v. Echelon Service Co., 243 Va. 

458, 461, 416 S.E.2d 441, 443 (1992) (standard of review 

applicable to the setting aside of a binding verdict). 

We decline to resolve this issue because we need not do so 

to decide this appeal. See Woodard v. Commonwealth, 287 Va. 

276, 280-81, 754 S.E.2d 309, 312 (2014). For the reasons set 

forth in this opinion, the circuit court's action was without 

error even under the more stringent standard of review. For 

purposes of this appeal, we assume without deciding that the 

jury's answer to the special interrogatory was binding. 

B. The Federal Policy And Final Judgment 

1. Standard Of Review 

Because we treat the jury's answer to the special 

interrogatory as binding rather than advisory, "the jury 

verdict must be reinstated and judgment entered on the verdict 

if there is any credible evidence in the record to support the 

jury verdict." Wooldridge, 243 Va. at 461, 416 S.E.2d at 443. 

To the extent we interpret and apply the terms of an 

insurance contract, we address those issues of law de novo. 

Doctors Co. v. Women's Healthcare Assocs., 285 Va. 566, 571, 

740 S.E.2d 523, 525 (2013). 
5

2. The Federal Policy 

The Federal Policy is comprised of two documents: the 

Business Auto Declarations and the Business Auto Coverage Form. 

The Business Auto Declarations instrument sets forth the basics 

of the Federal Policy, such as the Named Insured, endorsements, 

and a schedule of coverages. The Business Auto Coverage Form 

instrument sets forth the terms of the policy and resembles a 

traditional contract. We review these documents "as if their 

several provisions were in one and the same instrument." 

Bailey v. Town of Saltville, 279 Va. 627, 633, 691 S.E.2d 491, 

493 (2010) (internal quotation marks and citation omitted). 

a. The Excess Coverage Provision Does Not Provide An 

Independent Basis To Establish Excess Coverage 

In provision IV.B.5.a., the Business Auto Coverage Form 

provides: "For any covered 'auto' you don't own, the insurance 

provided by this Coverage Form is excess over any other 

collectible insurance." Bartolomucci assigns error to the 

circuit court's failure to hold that he fell within this 

language, as in his view the Federal Policy operates as excess 

insurance for vehicles not owned by Hogan Lovells. 

Bartolomucci's argument is that the Federal Policy applied to 

Bartolomucci's vehicle because, in the absence of "business or 

personal affairs" language in this excess coverage provision, 

the Federal Policy operates as excess insurance in addition to 
6

Bartolomucci's Allstate Policy independent of any other 

provision in the Federal Policy and without any need to show 

that his vehicle was used in Hogan Lovells's business or 

personal affairs. The circuit court did not err in rejecting 

this argument. 

Bartolomucci argues that the Federal Policy is a "follow 

form" policy for all vehicles not owned by Hogan Lovells. "The 

phrase 'follow form' refers to the practice, common in excess 

policies, of having the second-layer coverage follow 

substantively the primary layer provided by the main insurer." 

Insituform Techs., Inc. v. American Home Assur. Co., 566 F.3d 

274, 278 (1st Cir. 2009); see also, e.g., Providence Wash. Ins. 

Co. v. Gheen, 247 Va. 73, 76-77, 439 S.E.2d 333, 334-35 (1994) 

(addressing a "follow form" provision). However, Bartolomucci 

ignores the language in the Federal Policy directing excess 

coverage to apply only to "any covered 'auto' you don't own." 

Therefore, this provision applies to a vehicle not owned 

by Hogan Lovells only if that non-owned vehicle is a "covered 

auto," as defined by the Federal Policy, instead of applying as 

excess coverage to non-owned vehicles as a matter of course. 

This language which the parties' contracted to "cannot simply 

be ignored." First Am. Title Ins. Co. v. Seaboard Sav. & Loan 

Ass'n, 227 Va. 379, 386, 315 S.E.2d 842, 846 (1984). 
7

The Federal Policy covers non-owned vehicles that fall 

within the terms of symbol 8, which governs "Hired 'Autos' 

Only," and symbol 9, which governs "Nonowned 'Autos' Only." 

These "symbols" are descriptive categories of vehicles listed 

in the Business Auto Coverage Form. For example, symbol 8 

describes vehicles that are "lease[d], hire[d], rent[ed,] or 

borrow[ed]." And symbol 9 describes vehicles that are "not 

own[ed], lease[d], hire[d], rent[ed,] or borrow[ed]" but that 

are nonetheless still used "in connection with" the Named 

Insured's business or personal affairs. Thus, the circuit 

court properly decided whether Bartolomucci's vehicle fell 

within coverage described by those symbols instead of holding 

that the Federal Policy automatically covered Bartolomucci's 

vehicle by operation of provision IV.B.5.a. 

b. The Named Insured Was Hogan Lovells 

In describing the scope of the Federal Policy's coverage, 

the Business Auto Coverage Form refers to "you" and "your." 

For example, under the terms of symbol 9, potential coverage 

includes "those 'autos' you do not own . . . that are used in 

connection with your business." Bartolomucci assigns error to 

the circuit court's holding that these instances of "you" and 

"your" refer to the law firm Hogan Lovells, rather than to that 

law firm's partners, such as Bartolomucci himself. The circuit 

court did not err in its holding. 
8

The Business Auto Coverage Form states: "Throughout this 

policy the words 'you' and 'your' refer to the Named Insured 

shown in the Declarations." The first page of the Business 

Auto Declarations includes a line reading "NAMED INSURED" that 

names only Hogan Lovells. Additional sections of the Business 

Auto Declarations that identify the Named Insured also name 

only Hogan Lovells. Thus, throughout the Federal Policy, the 

terms "you" and "your" are pronouns operating as a substitute 

for the stated name of the Named Insured, Hogan Lovells. 

Moreover, Hogan Lovells is a limited liability partnership 

law firm. "A partnership is an entity distinct from its 

partners." Code § 50-73.87; see also Jimenez v. Corr, __ Va. 

__, __, 764 S.E.2d 115, 122 (2014) (observing that a "legal 

entity" has a "separate legal status" from its owners, 

shareholders, agents, or members). A partner of the Named 

Insured law firm such as Bartolomucci is not also a Named 

Insured simply because of his partner status. 

Acknowledging this, Bartolomucci argues that he is a Named 

Insured because of other portions of the Business Auto Coverage 

Form. Specifically, in the Definitions section the term 

"Insured" includes "any person . . . qualifying as an insured 

in the Who Is An Insured provision of the applicable coverage." 

In turn, a portion of the relevant Who Is An Insured provision 
9

includes "[a] partner . . . for a covered 'auto' owned by him 

or her." Bartolomucci argues that he is therefore an Insured. 

Assuming Bartolomucci's argument is correct, however, only 

means that Bartolomucci is an "Insured" under the policy.2 The 

words "you" and "your" do not refer to the parties who are an 

"Insured," but only to the "Named Insured [as] shown in the 

Declarations." This distinction based upon the word choice 

utilized in the instrument must be recognized because "all 

words used in [the written instrument] must be given effect if 

reasonably possible." Barrett v. Vaughan & Co., Bankers, 163 

Va. 811, 817, 178 S.E. 64, 66 (1935) (internal quotation marks 

and citations omitted). Different terms given special meanings 

by the parties are reasonably understood to mean different 

things. Bartolomucci may be an "Insured," but he is not a 

"Named Insured [as] shown in the Declarations." 

c. Coverage For "Autos . . . While Used In Your Business Or 

Your Personal Affairs" Is Not Ambiguous 

In the Business Auto Declarations, the Federal Policy's 

$1,000,000 liability coverage extends to "Covered Autos" 

falling within symbols 8 and 9. Only symbol 9 is relevant to 

whether the Federal Policy covered Bartolomucci's vehicle at 

the time of the collision. Symbol 9, describing "Nonowned 

'Autos' Only," extends coverage, in part, to "'autos' owned by 

 2

 We do not rule on whether a partner of the Named Insured 

is actually an "Insured" for purposes of the Federal Policy. 
10

your . . . partners . . . but only while used in your business 

or your personal affairs." Bartolomucci and Vo assign error to 

the circuit court's failure to hold that this provision is 

ambiguous. If this phrase is ambiguous, then the language must 

be construed "in favor of coverage and against the insurer." 

Virginia Farm Bureau Mut. Ins. Co. v. Williams, 278 Va. 75, 81, 

677 S.E.2d 299, 302 (2009). 

"Contract language is ambiguous when it may be understood 

in more than one way or when it refers to two or more things at 

the same time." Robinson-Huntley v. George Washington Carver 

Mut. Homes Ass'n, 287 Va. 425, 429, 756 S.E.2d 415, 418 (2014) 

(internal quotation marks and citation omitted). Contract 

language is not ambiguous simply because the parties or courts 

in different jurisdictions disagree about how to understand the 

language. Id.; Floyd v. Northern Neck Ins. Co., 245 Va. 153, 

158, 427 S.E.2d 193, 196 (1993). Pursuant to these principles, 

symbol 9 is not ambiguous and the circuit court did not err. 

Bartolomucci and Vo argue that the phrase "your business 

or your personal affairs" is ambiguous, if "your" refers to 

Hogan Lovells, because a legal entity cannot have truly 

"personal" affairs. See FCC v. AT&T Inc., 562 U.S. 397, __, 

131 S. Ct. 1177, 1185 (2011) ("[We] far more readily think of 

corporations as having 'privileged or confidential' documents 

than personally private ones."). We reject this narrow 
11

construction of this undefined contract language because it 

ignores the context in which the language is used. 

We give undefined contract terms "their ordinary meaning" 

in light of "the contract as a whole." Schuiling v. Harris, 

286 Va. 187, 193, 747 S.E.2d 833, 836 (2013). The Federal 

Policy is an insurance contract executed by a legal entity to 

provide coverage in specific, limited circumstances for its 

employees and partners. When used in this type of contract, 

the understanding of the ordinary meaning of "business affairs" 

refers to a legal entity's income-producing activities, and 

"personal affairs" refers to a legal entity's non-incomeproducing activities that benefit the business. 

Consequently, symbol 9 is not ambiguous just because it 

refers to the "personal affairs" of Hogan Lovells, a law firm. 

In light of this "plain reading of the disputed provision 

[that] effectuat[es] the intention of the parties," our holding 

is not altered by the fact that courts in other jurisdictions 

disagree as to whether this contract language is ambiguous. 

Floyd, 245 Va. at 158, 427 S.E.2d at 196. 

d. Symbol 9 Does Not Cover Bartolomucci's Vehicle 

Symbol 9 reads in its entirety: 

[1] Only those "autos" you do not own, lease, hire, 

rent or borrow that are used in connection with your 
12

business. [2] This includes "autos" owned by your 

"employees," partners (if you are a partnership), 

members (if you are a limited liability company), or 

members of their households but only while used in 

your business or your personal affairs. 

(Bracketed numbers added.) Bartolomucci and Vo assign error to 

the circuit court's failure to consider the first sentence, 

Sentence [1], as an independent basis for holding that the 

Federal Policy covers Bartolomucci's vehicle. Bartolomucci and 

Vo also assign error to the circuit court's entry of final 

judgment in favor of Federal Insurance, because some evidence 

supported the jury's answer that Bartolomucci used his vehicle 

within the scope of the second sentence, Sentence [2]. The 

circuit court did not err on either basis. 

Sentence [1] applies, generally, to vehicles not owned by 

Hogan Lovells. But Sentence [2] applies to a specific subset 

of non-owned vehicles, that is, vehicles that are not owned by 

Hogan Lovells but that are owned by a Hogan Lovells's employee, 

partner, member, or members of an employee's, partner's, or 

member's household. Thus, vehicles governed by Sentence [2]'s 

specific provision are carved out from the scope of 

Sentence [1]'s general provision. See Jimenez, __ Va. at __, 

764 S.E.2d at 121. Because Bartolomucci was a Hogan Lovells 

partner and was driving a vehicle he owned, Bartolomucci's 

vehicle is governed by Sentence [2] rather than Sentence [1]. 
13

Further, Bartolomucci's use of the vehicle did not satisfy 

all of the requirements of Sentence [2], which covers non-owned 

vehicles that are "used in [Hogan Lovells's] business or [Hogan 

Lovells's] personal affairs."3 At the time of the collision, 

Bartolomucci was using his vehicle to commute from his home to 

Hogan Lovells's office, which was not a "use[] in" Hogan 

Lovells's business or personal affairs. To avoid this 

conclusion, Bartolomucci and Vo emphasize two aspects of this 

commute. 

First, Bartolomucci and Vo argue that Bartolomucci's home 

operated as a Hogan Lovells work location because Bartolomucci 

did not have set work hours, and Bartolomucci was allowed and 

encouraged to work at his home office where he would engage in 

Hogan Lovells's business "[q]uite a lot." Bartolomucci thus 

contends that he was not commuting from home to work, but was 

instead traveling between work locations. Second, Bartolomucci 

and Vo argue that the trip itself was more than a typical 

commute to work so that the drive was actually "in" Hogan 

Lovells's business. Bartolomucci had a Blackberry electronic 

device, issued and paid for by Hogan Lovells, turned on and 

 3

 Federal Insurance argues that the phrase "used in your 

business or your personal affairs" requires a "course of 

employment" or "scope of employment" test. But we evaluate 

contracts based on what the instruments actually say, not on 

what may have been intended. Jimenez, __ Va. at __, 764 S.E.2d 

at 124. As the instruments before us do not include those 

phrases, the Federal Policy does not utilize such tests. 
14

within Bartolomucci's physical reach. Also, although 

Bartolomucci could not recall what he was thinking at the time 

of the collision, Bartolomucci testified that he habitually 

thought about work related issues on his commute to work. 

Contrary to these arguments, the facts of this case do not 

amount to anything more than a typical commute from home to 

work, which was not covered under the terms of the Federal 

Policy. The only work related activity that Bartolomucci 

accomplished before leaving home was to check his work email 

and call his office voicemail. But the record does not 

indicate that Bartolomucci read or responded to any work 

related emails, that the voicemail itself was work related, or 

that Bartolomucci billed his time for these activities. In 

addition, beyond the fact that Bartolomucci occasionally worked 

at home, the record fails to show any relationship between 

Hogan Lovells and Bartolomucci's home to establish that place 

as a Hogan Lovells work location. 

Moreover, Bartolomucci's use of his vehicle to commute 

from home to work was not a "use[] in" Hogan Lovells's business 

or personal affairs. Bartolomucci did not use his Blackberry 

during the commute. Merely having access to modern technology 

such as a Blackberry, which would allow Bartolomucci to conduct 

work activity if that device was used, "does not transform" an 

employee's "private activity into company business." Le Elder 
15

v. Rice, 26 Cal. Rptr. 2d 749, 753 (Cal. Ct. App. 1994). And 

merely thinking about work does not make a commute "in" the 

business, as contemplated by the policy language. The record 

does not indicate that Bartolomucci billed for any activity or 

otherwise performed any work during his commute. Also, 

Bartolomucci was not reimbursed by Hogan Lovells for his 

commute. 

In sum, Bartolomucci's use of his vehicle to drive from 

home to work did not fall within the coverage described in 

symbol 9. "When the sufficiency of a plaintiff's evidence is 

challenged upon a motion to strike the evidence at the 

conclusion of the plaintiff's case-in-chief, the trial court 

should in every case overrule the motion where there is any 

doubt on the question." Brown v. Koulizakis, 229 Va. 524, 531, 

331 S.E.2d 440, 445 (1985). But based on this record, no 

evidence supported Bartolomucci's claim that the Federal Policy 

covered his vehicle at the time of the collision, and it was 

"conclusively apparent" that Bartolomucci had proven no cause 

of action against Federal Insurance. Id. The circuit court 

should have granted the motion to strike made at the conclusion 

of Bartolomucci's case-in-chief. As the jury finding was 

contrary to the evidence, the court properly set aside the jury 

finding and entered final judgment in favor of Federal 

Insurance. Code § 8.01-680. 
16

III. Conclusion 

The Federal Policy did not cover Bartolomucci's use of the 

vehicle at the time of the collision. A morning commute by a 

law firm partner from home to work does not constitute "use[]" 

of the partner's vehicle "in" a law firm's business or personal 

affairs. We affirm the circuit court's entry of final 

judgment. 

Affirmed.