PRESENT: Carrico, C.J., Compton, Lacy, Hassell, Koontz, and 

Kinser, JJ., and Whiting, Senior Justice 

JACK M. PARRISH, III 

 OPINION BY 

v. Record No. 980825 SENIOR JUSTICE HENRY H. WHITING 

 February 26, 1999 

WORLDWIDE TRAVEL SERVICE, INC. 

FROM THE CIRCUIT COURT OF THE CITY OF RICHMOND 

Melvin R. Hughes, Jr., Judge 

In this appeal, we decide whether the evidence of an 

employee's refusal to follow his employer's directions 

constitutes good cause for the employee's discharge as a 

matter of law. 

 In October 1995, Jack M. Parrish, III, sold a travel 

agency he operated as Dynasty Travel, Inc. (Dynasty) to 

another travel agency, Worldwide Travel Service, Inc. 

(Worldwide). At that time, Parrish entered into a three-year 

employment contract with Worldwide which specified that 

Parrish could be discharged only for cause. Approximately 13 

months later, Worldwide sent Parrish a letter terminating his 

employment "for unsatisfactory performance." 

Parrish filed this action against Worldwide for breach of 

his employment contract. After hearing the evidence in a 

bench trial, the circuit court held that Worldwide had not 

breached the contract because it had terminated his employment 
"for cause," and entered a final judgment for Worldwide. 

Parrish appeals. 

Among other things, Parrish contends that the evidence is 

insufficient to establish a cause for his termination. 

Worldwide responds that, as a matter of law, the evidence 

shows it had sufficient cause to terminate Parrish.1

As material here, the contract defined "cause" for 

termination of Parrish's employment as: 

any material breach by Employee of a material term 

of this Agreement, including, without limitation, 

material failure to perform a substantial portion of 

his duties and responsibilities hereunder in 

satisfactory and customary fashion as reasonably 

directed by Employer. 

The contract also specified that Parrish was to have the 

"duties designated by the [Worldwide] Board of Directors." 

Before the sale, Parrish asked Sharon Nichols, Worldwide's 

president, what his duties were to be as an employee of 

Worldwide. Shortly thereafter, he received a copy of a 

written memorandum from Nichols containing the following: 

[Parrish's] role/goals-Initially to assist with the 

transition and as consultant to [Nichols]; also to 

maintain existing accounts; build sales with new 

 

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 Parrish also claims the trial judge failed to place the 

burden on Worldwide of establishing that it had good cause to 

terminate Parrish and that the trial judge implicitly required 

Parrish to establish Worldwide's lack of good cause for his 

termination. Because we conclude, as a matter of law, that 

the evidence establishes Worldwide's good cause to discharge 

Parrish, we do not consider these contentions. 

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accounts focusing on groups; formulating an "outside 

sales" team and managing the team; maintaining a 

presence in the community; assisting with future 

acquisitions as needed. 

 . . . . 

Time frame of performance expectation? Anticipate 

the first 30 days devoted to transition (i.e.: 

meetings with major clients, vendors, etc.); 

thereafter move toward goals of building business.

 Although Parrish testified that "[t]hese were my roles as 

I understood them," he knew before the sale that he and 

Nichols disagreed as to the length of the transition period 

required. Nichols thought it would require 30 days and 

Parrish thought it would require from 12 to 18 months. 

Four months after Parrish began his employment, Nichols 

asked him to turn his attention to business development and to 

prepare a marketing plan. In a memorandum later that month, 

Nichols asked Parrish about his marketing plan and also 

directed him to prepare a weekly plan of action relating to 

"business development and client retention." Parrish did not 

submit what he called a marketing plan until the day he was 

discharged, although Nichols kept asking for one. Parrish did 

not submit weekly plans of action until the latter part of 

October 1996, a short time before he was discharged. 

On a date not shown in the record, Parrish submitted an 

undated document captioned "Preliminary Marketing Discussion - 

January - June, 1996" in which he listed commercial accounts 

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he wanted "to call on, as we went forward into 1996." Even 

though Nichols and Susan Tobias Youngs, one of the principals 

in Worldwide, were urging that Parrish develop this new 

commercial business and Parrish knew that they thought 

Worldwide could handle this new business, he did not contact 

his listed prospects. He did not do so because, he said, "I 

realized that this transition was going very poorly, and it 

makes no sense to call on new business when you cannot handle 

it." He also testified that, "there [was] no question in my 

mind" that because of his time in the travel industry, he knew 

better than they did whether Worldwide could handle the new 

business. 

 Despite Parrish's expressed opinion, Nichols and Youngs 

still felt that Worldwide could handle any new commercial 

business which Parrish might secure if he called upon his 

suggested commercial contacts and others that Nichols had 

suggested. Yet Parrish did not try to solicit new commercial 

clients to see whether Worldwide could handle any such new 

business. Indeed, during the trial, Parrish did not claim 

that he tried to carry out these instructions of Nichols and 

Youngs. Instead, he introduced evidence tending to support 

his opinion that Worldwide could not handle the business. The 

issue thus presented is whether Parrish had the right to 

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refuse to follow his employer's instructions to solicit this 

new business until he thought Worldwide was able to handle it. 

 An employee's duty of loyalty to his employer includes 

the duty to follow the employer's reasonable instructions. 

Spotswood Arms Corp. v. Este, 147 Va. 1047, 1061, 133 S.E. 

570, 574 (1926). And we think that this duty applies even 

though there may be differences of opinion as to the 

probability of success in carrying out those instructions. 

 Here, there were differing opinions of the ability of 

Worldwide to handle this new business. As the trial court 

pointed out, 

the other concerns [were] not [Parrish's] any more, 

but those of his employers. And I think while he had 

the best of intentions, ultimately, the call was 

with the employer with respect to what he was to do, 

and thereby he didn't live up to those expectations. 

 Parrish's role in soliciting this new business was a 

substantial portion of his duties and responsibilities. His 

refusal to exercise that function was a material breach of his 

employment contract. Hence, the evidence establishes as a 

matter of law that Worldwide had sufficient cause as defined 

in the contract to terminate Parrish's employment. 

Accordingly, we will affirm the judgment of the trial court. 

Affirmed.

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