PRESENT: All the Justices

QUADROS & ASSOCIATES, P.C. 

v. Record No. 032213 OPINION BY JUSTICE BARBARA MILANO KEENAN 

 June 10, 2004 

CITY OF HAMPTON 

FROM THE CIRCUIT COURT OF THE CITY OF HAMPTON 

Louis R. Lerner, Judge 

 In this appeal involving a contract dispute, we consider 

whether the circuit court erred in granting the defendant’s 

motion for summary judgment. 

 Because this case was decided by summary judgment, we will 

state the facts, and the inferences fairly drawn from those 

facts, in the light most favorable to the nonmoving party, 

Quadros & Associates, P.C. (Quadros). However, we are not 

permitted to draw inferences that are forced, strained, or 

contrary to reason. Hansen v. Stanley Martin Cos., 266 Va. 345, 

351, 585 S.E.2d 567, 571 (2003); Thurmond v. Prince William 

Prof’l Baseball Club, Inc., 265 Va. 59, 61, 574 S.E.2d 246, 248 

(2003); Dudas v. Glenwood Golf Club, Inc., 261 Va. 133, 136, 540 

S.E.2d 129, 130-31 (2001). 

 In August 1997, Quadros, a law firm formerly known as 

Quadros & Swanson, P.C., entered into a three-year contract with 

the City of Hampton (the City) to collect delinquent taxes, 

fees, and other obligations owed to the City. The contract 

required the City to pay Quadros a percentage of the amounts 
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Quadros recovered, and to reimburse Quadros "for all third party 

out-of-pocket expenses." 

 Quadros’ duties were specified in "Section Three" of the 

contract, entitled "Duties of Attorney," which provided in 

relevant part: 

The Attorney shall: 

(1) Send one “Demand Letter” to the delinquent debtor 

after the Treasurer has provided the Attorney with the 

name and address of delinquent taxpayers, the amount 

of delinquent taxes, fees and other obligations owed, 

the period for which taxes are owe[d] and a brief 

description of the reason for which taxes, fees and 

other obligations are owed. 

(2) The Attorney shall then institute proceedings to 

collect taxes, fees and other obligations . . . 

against the delinquent debtor. 

The contract further provided that either party could terminate 

the contract by giving a 30-day notice to the other party. 

 Prior to March 1999, the Treasurer’s Office for the City 

routinely provided Quadros with a computer disk that contained 

detailed records relating to the delinquent tax accounts, 

including information on abatements and credits. An abatement 

is an adjustment of tax liability made by the Commissioner of 

the Revenue, which results in a reduction in the total amount 

owed on a particular account. A credit is a reduction in tax 

liability based on a payment made by a taxpayer. Such abatement 

and credit information was necessary for Quadros to make an 
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accurate determination of the total amount of taxes due on a 

particular account. 

 In March 1999, after new computer software was installed in 

the City Treasurer’s Office, the City no longer provided Quadros 

with abatement and credit information for the delinquent tax 

accounts. Quadros informed the City that collection actions on 

the delinquent accounts could not be initiated without the 

necessary data on abatements and credits, and requested the City 

to provide this information. 

The City refused Quadros’ request. However, the City 

continued to refer new accounts to Quadros for collection 

through the beginning of the year 2000. 

In July 2000, frustrated by its inability to take action on 

the delinquent accounts, Quadros stopped all work on the 

collection of accounts for tax years prior to 1999. Quadros 

turned over to the City all materials and files in its 

possession relating to those accounts. 

 Quadros filed a motion for judgment against the City 

alleging that the City breached the parties’ contract by the 

City’s “failure and refusal” to provide Quadros with the 

necessary abatement and credit information for the delinquent 

accounts. Quadros asserted that the City’s failure to provide 

the required data prevented Quadros from fulfilling its 

obligations under the parties’ contract, resulting in 
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“substantial losses of revenues and profits.” Quadros sought 

damages “in the amount of at least $160,000.00” to recover “net 

profits” that Quadros alleged it would have earned on delinquent 

accounts through the end of August 2000. 

 In response, the City filed a motion for summary judgment 

based on various grounds, including that the City had no 

obligation under the contract to refer any accounts to Quadros 

for collection. The City asserted that under the plain and 

unambiguous language of the contract, Quadros was not required 

to begin collection action on an account until after the City 

had provided all the information outlined in “Section Three” of 

the parties’ contract. 

 At a hearing on the City’s motion, counsel for Quadros 

conceded that the contract did not require the City to refer a 

particular number of delinquent accounts to Quadros for 

collection. However, he asserted that “[t]here was an 

expectation on the part of Quadros . . . that the City would 

cooperate in the process,” and that the City failed to provide 

such cooperation. Counsel for Quadros also stated that he did 

not think that the City had failed to pay Quadros for any 

amounts Quadros had already collected. 

 The circuit court granted the City’s motion for summary 

judgment. Quadros appeals. 
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 Quadros argues that the circuit court erred in granting the 

City’s motion for summary judgment because there were material 

facts in dispute concerning whether the City had withheld from 

Quadros abatement and credit information on the delinquent 

accounts. Quadros contends that the contract obligated the City 

to provide Quadros with this information for tax accounts that 

had been referred for collection because such information was 

necessary to determine the amount of delinquent taxes owed.∗

In response, the City argues that the circuit court 

properly granted the motion for summary judgment because there 

were no material facts genuinely in dispute, and the plain 

language of the contract did not require the City to furnish 

Quadros with any particular number of accounts for collection. 

The City further contends that it had no duty under the contract 

to provide Quadros with abatement and credit information, or 

with any other data, pursuant to a fixed time schedule. 

Finally, the City observes that while the contract obligated the 

City to pay Quadros a percentage of the taxes Quadros actually 

collected, Quadros does not contend that the City failed to make 

any such required payments. We agree with the City’s arguments. 

 ∗

 We do not consider Quadros’ additional arguments that the 

City had a duty to perform its contractual obligations in “good 

faith,” and that the City breached the parties’ contract by its 

alleged failure to perform those obligations in “good faith.” 

Those arguments were the subject of separate assignments of 
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We construe the parties’ contract under established rules. 

A contract must be construed as written, and courts are not at 

liberty to add terms not included by the parties. Amchem 

Prods., Inc. v. Newport News Circuit Court Asbestos Cases 

Plaintiffs, 264 Va. 89, 98, 563 S.E.2d 739, 744 (2002); TM 

Delmarva Power, L.L.C. v. NCP of Va., L.L.C., 263 Va. 116, 119, 

557 S.E.2d 199, 200 (2002). 

We consider the contract as a whole and do not place 

emphasis on isolated terms. American Spirit Ins. Co. v. Owens, 

261 Va. 270, 275, 541 S.E.2d 553, 555 (2001); Lansdowne Dev. Co. 

v. Xerox Realty Corp., 257 Va. 392, 401, 514 S.E.2d 157, 161 

(1999). When contract terms are clear and unambiguous, a court 

must accord those terms their plain meaning. Standard Banner 

Coal Corp. v. Rapoca Energy Co., LP, 265 Va. 320, 325, 576 

S.E.2d 435, 437 (2003); Amchem Prods., Inc., 264 Va. at 98, 563 

S.E.2d at 744; Owens, 261 Va. at 275, 541 S.E.2d at 555. As we 

have stated, " '[t]he guiding light . . . is the intention of 

the parties as expressed by them in the words they have used, 

and courts are bound to say that the parties intended what the 

written instrument plainly declares.' " Golding v. Floyd, 261 

Va. 190, 192, 539 S.E.2d 735, 737 (2001) (quoting W.F. Magann 

 

error, which we refused at the time we considered Quadros’ 

petition for appeal. 
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Corp. v. Virginia-Carolina Elec. Works, Inc., 203 Va. 259, 264, 

123 S.E.2d 377, 381 (1962)). 

We conclude that the terms of the parties’ contract are 

plain and unambiguous. Under those terms, Quadros was required 

to start collection procedures on accounts referred by the City 

after receiving from the City the information necessary to 

initiate action on those accounts. Quadros was entitled to 

payment of a percentage of the amounts Quadros actually 

recovered from delinquent taxpayers, plus reimbursement of 

certain expenses. 

Notably, the parties’ contract did not require the City to 

refer to Quadros a fixed number or percentage of the City’s 

delinquent tax accounts for collection, nor did the contract 

require the City to provide data relating to the accounts 

referred according to any particular time schedule. Therefore, 

under the plain terms of the contract, the City’s provision of 

incomplete information to Quadros for some of the delinquent 

accounts did not constitute a breach of contract. 

In addition, because the contract did not require the City 

to provide the supporting data at any particular time, the 

factual dispute regarding whether the City withheld certain data 

from Quadros for some accounts on which collection proceedings 

had not begun, was not material to a resolution of the City’s 

duties under the contract. Therefore, we hold that the circuit 
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court did not err in deciding this action on the City’s summary 

judgment motion. See Rule 3:18; Hansen, 266 Va. at 351, 585 

S.E.2d at 571; Thurmond, 265 Va. at 64, 574 S.E.2d at 250. 

For these reasons, we will affirm the circuit court’s 

judgment. 

Affirmed.