Present: All the Justices 

LEON BARBER 

 OPINION BY 

v. Record No. 052094 JUSTICE LAWRENCE L. KOONTZ, JR. 

 September 15, 2006 

VISTARMS, INC. 

FROM THE CIRCUIT COURT OF FAIRFAX COUNTY 

Leslie M. Alden, Judge 

 In this appeal, we consider whether the trial court 

correctly sustained a demurrer to an amended petition for writ 

of mandamus brought by a former employee of a closely held 

corporation who sought to compel the corporation to allow access 

to the corporation’s books and records, issue notice of 

dissenting rights, and refrain from distributing assets of the 

corporation. The dispositive issue is whether the trial court 

correctly determined that the former employee’s ownership of 

shares of stock in the corporation had been terminated pursuant 

to several agreements between the former employee and the 

corporation and, thus, that the former employee lacked standing 

to receive the requested relief when he filed his petition for 

writ of mandamus. 

BACKGROUND 

 The principles of appellate review that guide our 

consideration of a trial court’s judgment granting a demurrer 

are well-settled. A demurrer admits the truth of the facts 

alleged in the pleading to which it is addressed, as well as any 
2

facts that may be reasonably and fairly implied and inferred 

from those facts. See Yuzefovsky v. St. John’s Wood Apts., 261 

Va. 97, 102, 540 S.E.2d 134, 136 (2001). Thus, we will recite 

the facts as alleged in the former employee’s petition for writ 

of mandamus in the light most favorable to the former employee. 

Id. at 102, 540 S.E.2d at 137. 

Leon Barber commenced employment in 1994 with VistaRMS, 

Inc., a closely held corporation initially owned by three 

shareholders. By 1998, the three original shareholders 

determined to extend ownership of common stock in the 

corporation to four designated employees of VistaRMS. 

Accordingly, the three original shareholders and this group of 

employees, which did not include Barber, entered into an 

agreement on December 22, 1998 (“1998 Agreement”) whereby the 

employees received a limited number of shares of VistaRMS common 

stock. 

The 1998 Agreement reflected the original shareholders’ 

intent to ensure that VistaRMS would retain its character as a 

closely held corporation while simultaneously granting ownership 

interests to the employees. The preamble to the 1998 Agreement 

stated that allocation of stock was intended to be performed in 

a manner that “preserve[d] the closely held nature of the common 

stock of the [c]orporation.” Consistent with this objective, 

the 1998 Agreement provided that “[i]t is specifically 
3

understood and agreed to by the parties that should [an 

employee] leave the employment of VistaRMS for any reason – 

either voluntarily, by termination of employment or death – 

[his] ownership of the common stock[] shall immediately cease.” 

Additionally, the 1998 Agreement prohibited the employees’ 

transfer of their shares of stock to a third party “without the 

expressed written joint approval” of the three original 

shareholders. 

In 1999, an addendum (“1999 Addendum”) to the 1998 

Agreement was executed between VistaRMS and Barber. Pursuant to 

this Addendum, VistaRMS allocated and delivered to Barber a 

certificate representing two shares of VistaRMS common stock. 

In 2002, another addendum (“2002 Addendum”) was executed by the 

parties under which Barber received additional certificated 

shares of VistaRMS common stock.1

 Other than allocating a 

 

1

 Barber alleged in his amended petition for writ of 

mandamus that he is the “record owner of eight shares of common 

stock of VistaRMS.” This assertion corresponds to the stock 

certificates issued to Barber in 1999 denoting two shares, and 

in 2002 denoting six shares. However, the 2002 Addendum stated, 

“It is the desire of the Corporation to transfer to Barber four 

shares of common stock,” not six shares. In a memorandum filed 

in the trial court, VistaRMS stated that the 1999 certificate 

bearing two shares became void when the second certificate 

bearing six shares was issued. Our determination of the exact 

number of shares allocated to Barber is unnecessary in this 

appeal, however, given that neither party contends that Barber 
4

different number of shares, the 1999 and 2002 Addenda, and the 

certificates issued upon execution of the Addenda, were 

virtually identical.2 Like the 1998 Agreement, the Addenda 

expressed an intention to “preserve the closely held nature of 

the common stock” of VistaRMS and prohibited the transfer of 

stock by employees “without the expressed written joint 

approval” of the original shareholders. Regarding the 

consequences of Barber’s departure or termination from 

employment by VistaRMS, the 1999 and 2002 Addenda stated: 

 It is specifically understood and agreed to by 

Barber that should he leave the employment of the 

Corporation for any reason – either voluntarily, by 

termination of employment or by death – her [sic] 

ownership of the common stocks . . . shall immediately 

cease. In such an event, the shares of common stocks 

owned by Barber shall be reallocated in accordance 

with the terms of the December 22, 1998 Agreement. 

 On January 15, 2004, VistaRMS terminated Barber’s 

employment without explanation and, apparently, to Barber’s 

surprise. On the same day, VistaRMS presented Barber with a 

Separation Agreement providing, in relevant part, that: 

3. Except as required by law or as otherwise provided 

in this paragraph, [Barber’s] right to all employee 

 

possessed shares not issued under either the 1999 or 2002 

Addenda. 

2

 The stock certificates provided that the shares were 

“[f]ully [p]aid and [n]on-[a]ssessable” and “transferable only 

on the books of [VistaRMS] by the holder . . . upon surrender of 

this [c]ertificate properly endorsed.” 
5

benefits from or through VistaRMS, including (without 

limitation) compensation, future compensation, 

bonuses, savings plans, stocks and stock options . . . 

are terminated as of January 15, 2004. 

. . . . 

5. The Parties agree that this agreement settles all 

existing claims to which [Barber] may be entitled. 

[Barber] acknowledges and agrees that he will not be 

entitled to receive any future compensation from 

VistaRMS, in any manner, including but not limited to 

bonuses, stock options or any other form of financial 

compensation. 

. . . . 

6. (a) [Barber] does forever waive, release and 

discharge VistaRMS . . . from any and all claims . . . 

of any kind whatsoever . . . arising out of [his] 

entire employment relationship with VistaRMS and the 

termination thereof . . . . 

6. (b) All the persons and entities affiliated or 

associated with VistaRMS . . . hereby release [Barber] 

from any and all legal claims and causes of action 

. . . arising out of [Barber’s] entire employment 

relationship with VistaRMS, and the termination 

thereof. 

Barber signed the Separation Agreement.3

 Barber retained possession of the stock certificates 

representing the shares issued to him by VistaRMS pursuant to 

the 1999 and 2002 addenda. Moreover, VistaRMS did not register 

in its corporate records that these shares had been reallocated 

 

3

 The 1998 Agreement, the 1999 and 2002 Addenda, the 

Separation Agreement, and the stock certificates were appended 

to Barber’s amended petition for writ of mandamus as exhibits. 
6

or otherwise transferred following the termination of Barber’s 

employment. 

In December 2004, Barber learned that discussions were 

taking place concerning the possible sale of VistaRMS to another 

corporation.4 Barber presented VistaRMS with written requests 

for access to corporate records in order to “evaluate the 

transaction and determine monies that are due to me.” VistaRMS 

refused, asserting that Barber’s ownership of VistaRMS stock 

ceased upon the termination of his employment pursuant to the 

1998 Agreement and the 1999 and 2002 Addenda. 

On February 15, 2005, Barber filed a petition for writ of 

mandamus in the Circuit Court of Fairfax County (“trial court”) 

seeking an order to require (1) that VistaRMS provide Barber the 

opportunity to inspect and copy various records concerning the 

financial reports and stock history of VistaRMS as well as 

documents relating to the sale of VistaRMS; (2) that VistaRMS 

provide Barber with notice of his dissenting rights; and (3) 

that VistaRMS be prohibited from directly or indirectly 

distributing assets to its shareholders. VistaRMS filed a 

demurrer to the petition contending that Barber was not a 

shareholder and, thus, had no legal right to the relief 

 

4

 The sale of VistaRMS to this corporation has since been 

effectuated. 
7

requested. The trial court sustained VistaRMS’s demurrer, but 

granted Barber leave to file an amended petition. 

Barber subsequently filed an amended petition for writ of 

mandamus that contained substantially similar allegations to 

those in the original petition. Specifically, Barber asserted a 

continuing ownership interest in VistaRMS, citing the terms of 

the stock certificates stating that the shares of stock could 

only be transferred on the books of the corporation upon the 

endorsement and presentation of the certificates. Barber 

further asserted that the termination provisions in the 1998 

Agreement and the 1999 and 2002 Addenda were void because they 

lacked material terms and contravened several Virginia statutes. 

Additionally, Barber contended that VistaRMS waived any right to 

terminate Barber’s interest in the shares through a provision in 

the Separation Agreement releasing Barber “from any and all 

legal claims and causes of action whatsoever . . . arising out 

of [Barber’s] entire employment relationship with VistaRMS, and 

the termination thereof.” 

VistaRMS filed a demurrer to the amended petition for writ 

of mandamus. VistaRMS principally contended that Barber would 

only be entitled to inspect and copy records if he were a 

shareholder of VistaRMS, which VistaRMS maintained was disproved 

by the “clear and unambiguous documents attached to Barber’s 

Amended Petition.” 
8

After briefing and oral argument by the parties, the trial 

court sustained VistaRMS’s demurrer to Barber’s amended petition 

for writ of mandamus, ruling that, under the 1998 Agreement, the 

1999 and 2002 Addenda, and the Separation Agreement, Barber was 

no longer a shareholder in VistaRMS and, thus, did not have 

standing to obtain the requested relief. On July 11, 2005, the 

trial court entered a final order sustaining VistaRMS’s demurrer 

to Barber’s amended petition for writ of mandamus and dismissing 

the petition with prejudice. This appeal followed. 

DISCUSSION 

Barber has assigned error to the trial court’s judgments 

sustaining the demurrers to both his original petition for writ 

of mandamus and his amended petition for writ of mandamus. 

However, “[w]hen a circuit court sustains a demurrer to an 

amended pleading which is complete in itself and fails to 

incorporate by reference allegations in earlier pleadings, we 

will consider only the allegations contained in the amended 

pleading that was the subject of the demurrer sustained by the 

judgment appealed from.” Delk v. Columbia/HCA Healthcare Corp., 

259 Va. 125, 129, 523 S.E.2d 826, 829 (2000); see also Bell 

Atlantic-Virginia, Inc. v. Arlington County, 254 Va. 60, 63 n.2, 

486 S.E.2d 297, 299 n.2 (1997); Norfolk & W. Ry. Co. v. 

Sutherland, 105 Va. 545, 549-50, 54 S.E. 465, 466 (1906). 

Accordingly, although we have noted that the allegations of both 
9

the original and amended petitions were not substantially 

different and the trial court’s basis for sustaining the 

demurrers was the same in each instance, we will limit our 

consideration to the trial court’s final judgment sustaining the 

demurrer to the amended petition for writ of mandamus. 

Under familiar principles, a demurrer tests only the 

sufficiency of factual allegations made in a pleading to 

determine whether the pleading states a cause of action. See

Fun v. Virginia Military Institute, 245 Va. 249, 252, 427 S.E.2d 

181, 183 (1993). In this case, we need not determine whether 

Barber’s allegations support the issuance of a writ of mandamus. 

Rather, we need only to determine whether the trial court 

correctly ruled based on those allegations that Barber was not a 

shareholder of VistaRMS and, consequently, did not have standing 

to seek the relief requested in the amended petition for writ of 

mandamus. 

Barber does not dispute that any entitlement he may have to 

the relief requested in the petition depends on his status as a 

shareholder at the time he made his demand to VistaRMS and 

subsequently when he filed his petition. See Code § 13.1-724 

and Code § 13.1-771 (referencing rights of a “shareholder”). 

Barber makes several contentions in support of his assertion 

that he was a shareholder during the necessary time period. 
10

Initially, Barber asserts shareholder status based on the 

fact that he “remained a shareholder of record on the books of 

VistaRMS both on the date of his termination and thereafter.” 

See Code § 13.1-603 (defining “shareholder” as “the person in 

whose name shares are registered in the records of the 

corporation”). Furthermore, Barber contends that his continued 

possession of the two stock certificates evidencing his shares 

of VistaRMS common stock is prima facie evidence that he 

presently owns the shares. See Code § 8.8A-114(3) (providing 

that in an action on a certificated security against the issuer, 

production of the certificate entitles a holder to recover on it 

unless the defendant establishes a defense or defect going to 

the validity of the security). 

We agree with Barber that possession of stock certificates 

and registration of the certificates in the records of a 

corporation are prima facie evidence of shareholder status. See

Code § 8.8A-114(3); Code § 13.1-661(B); Young v. Young, 240 Va. 

57, 62, 393 S.E.2d 398, 400 (1990) (“The ownership of stock as 

reflected in the corporate records is prima facie correct.”). 

However, possession of certificates and recordation of them in 

the corporation’s records is not dispositive of the issue of 

true ownership. See Young, 240 Va. at 62, 393 S.E.2d at 400 

(“Neither the corporation’s records nor the outstanding stock 
11

certificates . . . are a verity.”). As we explained in Swan v. 

Swan, 136 Va. 496, 117 S.E. 858 (1923): 

[I]t is quite possible and often happens, for reasons 

of convenience or otherwise, that stock held in the 

name of one person really belongs to another. In such 

a case the certificate, though prima facie evidence of 

ownership in the person to whom it has been issued, 

possesses no such magic or sacredness as to prevent an 

inquiry into the facts. 

Id. at 519, 117 S.E. at 865; see Young, 240 Va. at 62, 393 

S.E.2d at 400. 

VistaRMS contends that the true ownership of the shares in 

question is governed by the 1998 Agreement, the 1999 and 2002 

Addenda, and the Separation Agreement, which were attached by 

Barber to the amended petition for writ of mandamus. According 

to VistaRMS, the plain language in the 1998 Agreement and the 

Addenda stating that Barber’s ownership of the stock would 

“immediately cease” in the event of his termination, and the 

language in the Separation Agreement that Barber’s right to “all 

employee benefits . . . including . . . stocks . . . are 

terminated,” effectively trumps the fact that Barber remained in 

possession of the certificates and was listed as a shareholder 

in VistaRMS’ corporate records. We agree. 

It is axiomatic that when the terms in a contract are clear 

and unambiguous, the contract is construed according to its 

plain meaning. City of Chesapeake v. States Self-Insurers Risk 

Retention Group, Inc., 271 Va. 574, 578, 628 S.E.2d 539, 541 
12

(2006). Additionally, “ ‘[w]ords that the parties used are 

normally given their usual, ordinary, and popular meaning. No 

word or clause in the contract will be treated as meaningless if 

a reasonable meaning can be given to it, and there is a 

presumption that the parties have not used words needlessly.’ ” 

Id. (quoting D.C. McClain, Inc. v. Arlington County, 249 Va. 

131, 135-36, 452 S.E.2d 659, 662 (1995). Furthermore, 

“ ‘parties may contract as they choose so long as what they 

agree to is not forbidden by law or against public policy.’ ” 

Coady v. Strategic Resources, Inc., 258 Va. 12, 17, 515 S.E.2d 

273, 275 (1999) (quoting Chesapeake and Potomac Telephone Co. v. 

Sisson & Ryan, Inc., 234 Va. 492, 503, 362 S.E.2d 723, 729 

1987)); see also Ulloa v. QSP, Inc., 271 Va. 72, 79-80, 624 

S.E.2d 43, 48 (2006); Atlantic Greyhound Lines v. Skinner, 172 

Va. 428, 439, 2 S.E.2d 441, 446 (1939) (recognizing “the utmost 

liberty of contracting” and stating that “contracts, when 

entered into freely and voluntarily, shall be held sacred, and 

shall be enforced by courts of justice”); Code § 8.1A-302 

(generally permitting parties to contractually vary the 

provisions of the Uniform Commercial Code). 

The 1998 Agreement and the 1999 and 2002 Addenda clearly 

manifest the intent by the original shareholders in VistaRMS to 

allocate a limited ownership interest in the corporation to 

specific employees in the form of shares of common stock. In 
13

order to serve the expressly stated purpose of maintaining the 

closely held character of VistaRMS, these contracts 

unambiguously provide that the consequence of an employeeshareholder’s termination of employment would be that his 

ownership of shares would “immediately cease.” Without 

question, this language contemplates the automatic and 

instantaneous divestiture of Barber’s ownership of the shares at 

the end of his employment. Equally clear are the terms in the 

Separation Agreement providing that Barber’s rights to “all 

employee benefits . . . including . . . stock . . . terminated” 

on the date his employment ended. 

Barber contends that, in spite of the plain language in the 

agreements providing that his ownership would cease upon the 

termination of his employment with VistaRMS, neither the 1998 

Agreement nor the 1999 and 2002 Addenda specify how the shares 

would transfer from Barber to the original shareholders 

according to the reallocation provisions set forth in those 

documents. Conversely, Barber contends, the stock certificates 

expressly provide that the shares are “transferable only on the 

books of the [c]orporation by the holder thereof in person or by 

Attorney upon surrender of this [c]ertificate properly 

endorsed.” When construed together with the 1998 Agreement and 

the Addenda, Barber maintains that the language printed on the 

stock certificate establishes the requirements for transfer 
14

applicable to ownership of the shares distributed according to 

the parties’ agreements and, since these requirements were not 

met, his ownership of the shares was never transferred. We 

disagree. 

The boilerplate language on the stock certificates does not 

negate the clear terms of the parties’ agreements that were 

specifically designed to govern ownership of the stock in the 

event of the termination of Barber’s employment with VistaRMS. 

Unlike a circumstance in which the transfer of ownership of 

stock is attended by surrender of the endorsed certificate to 

the transferee or the corporation, here the parties’ agreements 

clearly indicate that the divestiture of Barber’s ownership of 

the stock in question did not require any procedure beyond his 

termination as an employee. 

Barber next contends that, by the terms of the Separation 

Agreement, VistaRMS surrendered its right to assert ownership of 

the stocks by releasing Barber “from any and all legal claims 

and causes of action . . . arising out of [Barber’s] entire 

employment relationship with VistaRMS, and the termination 

thereof.” Barber asserts that by agreeing to this provision 

VistaRMS waived any right to reclaim the shares it had allocated 

to Barber. Again, we disagree. 

Because the terms of the parties’ agreements immediately 

ended Barber’s ownership of the shares upon termination of his 
15

employment, VistaRMS was not required to make demand on Barber 

for the return of the certificates or to file a legal claim to 

regain ownership of the shares. Therefore, the release 

provision in the Separation Agreement simply did not affect 

either parties’ ownership interest in the shares of stock. 

We turn now to consider Barber’s various statutory 

assertions. Barber initially notes that, pursuant to Code 

§ 8.8A-104(a)(1), certificated shares of stock must be 

“delivered” in accordance with Code § 8.8A-301 in order for a 

transfer in ownership of the stock to occur. Barber asserts 

that, because he retains possession of the certificates, he 

retains ownership of the shares subject to VistaRMS’s right to 

demand delivery. However, by its express terms Code § 8.8A104(a)(1) applies only to “a purchaser to whom a security is 

delivered pursuant to § 8.8A-301.” No sale or purchase of stock 

occurred in this case. Therefore, Code § 8.8A-104(a)(1) is 

inapplicable in this case. 

Barber further contends that the termination provisions in 

the 1999 and 2002 Addenda violate Code § 13.1-638(A), which 

requires that shares of stock within the same class have 

identical preferences, limitations, and rights unless otherwise 

specified in the articles of incorporation of the corporation. 

According to Barber, the fact that the termination provisions 

apply only to the shares of common stock issued to Barber and 
16

the other employees and not to the shares of common stock owned 

by the original shareholders creates a variation within the 

class of common stock. This assertion is without merit. The 

termination provisions have no impact on the quality of the 

stock or the rights of the shareholder possessing it during the 

term of employment. Rather, the termination provisions in the 

Addenda address the ownership of the shares upon the termination 

of the shareholder’s employment. Accordingly, Code § 13.1-

638(A) is also inapplicable in this case. 

Barber next contends that the termination provisions in the 

1999 and 2002 Addenda are unenforceable under Code § 13.1-

649(C)(3) because they do not serve a “reasonable purpose,” 

because they “work a forfeiture in contravention of public 

policy,” and because VistaRMS acted in “bad faith.” We disagree 

with these assertions. 

Code § 13.1-649(C)(3) provides that a restriction on 

transfer of shares is authorized for “any reasonable purpose.” 

By its plain language, Code § 13.1-649(C)(3) applies solely to 

restrictions on transfer of stock. Although the 1998 Agreement 

and the Addenda contained consent restraints on transfer of 

shares by the employee-shareholders, those provisions bear no 

impact on whether Barber’s shareholder status continued 

following termination of his employment. Thus, Code § 13.1-

649(C)(3) does not apply to the issue presented in this case. 
17

Furthermore, we find no merit to Barber’s contention that 

the termination provisions in the 1999 and 2002 Addenda are void 

because they violate public policy. The 1998 Agreement and the 

Addenda clearly and expressly indicate that the original 

shareholders intended to keep VistaRMS a closely held 

corporation with ownership confined to the three original 

shareholders and certain employees of VistaRMS. The termination 

provisions governing not only Barber’s but also the rest of the 

employee-shareholders’ stock allocations were tailored to this 

purpose by providing that when the employees left VistaRMS, 

their ownership in the company would cease. We simply do not 

see how such a provision violates any public policy of this 

Commonwealth. We also find no evidence in the record to support 

Barber’s assertion that VistaRMS acted in “bad faith.” 

Barber’s final argument is based on his assertion that the 

1998 Agreement and the 1999 and 2002 Addenda do not meet the 

requirements for a shareholder agreement set forth in Code 

§ 13.1-671.1.5 As a consequence, Barber contends, the 1998 

Agreement and the Addenda are not exempt from the requirements 

 

5

 Code § 13.1-671.1(A) provides that “[a]n agreement among 

the shareholders of a corporation that complies with [the 

requirements set forth in Code § 13.1-671.1] is effective among 

the shareholders and the corporation, even though it is 

inconsistent with one or more other [statutory] provisions.” 
18

set forth in Code §§ 13.1-638, -639, -649, –7106, or “the 

remainder of Chapter 9 of the Code.” We need not determine 

whether the 1998 Agreement and the Addenda meet the criteria for 

a shareholder agreement under Code § 13.1-671.1. The sole 

impact of such a determination in Barber’s favor would be to 

subject these agreements to the statutory provisions previously 

addressed. Since we have already determined that the relevant 

provisions in the 1998 Agreement and the Addenda do not 

contravene the Code sections upon which Barber relies, we need 

not determine whether the 1998 Agreement and the Addenda 

constitute shareholder agreements under Code § 13.1-671.1. 

CONCLUSION 

For the foregoing reasons, we hold that the trial court did 

not err in sustaining VistaRMS’ demurrer to Barber’s amended 

petition for writ of mandamus because Barber’s ownership of 

shares of stock in VistaRMS ceased immediately upon the 

termination of his employment and, thus, Barber was not a 

shareholder of VistaRMS and lacked the necessary standing when 

he filed his amended petition for writ of mandamus. 

Accordingly, the judgment of the trial court will be affirmed. 

 

6

 Code § 13.1-710 imposes filing requirements upon a 

corporation amending its articles of incorporation. Since no 

amendment to VistaRMS’ articles of incorporation is at issue in 

this case, Code § 13.1-710 is inapplicable. 
19

Affirmed.