Present: All the Justices 

ANTHONY V. LANASA 

OPINION BY JUSTICE ROSCOE B. STEPHENSON, JR. 

v. Record No. 951037 

 March 1, 1996 

KATHLEEN E. WILLEY 

FROM THE CIRCUIT COURT OF CHESTERFIELD COUNTY 

Timothy J. Hauler, Judge 

 This case involves an action on a promissory note. The sole 

issue on appeal is whether the trial court erred in limiting the 

payee's recovery to one-half of the principal amount of the note. 

 Attorneys Watson M. Marshall and Edward E. Willey, Jr., 

represented Anthony V. Lanasa and Josephine L. Abbott, who are 

brother and sister, in two condemnation cases involving real 

property in which Lanasa and Abbott each owned a 50% interest. 

The two cases were consolidated and tried in May 1993. 

 On June 7, 1993, the condemnation court confirmed an award 

of $255,073.90, plus accrued interest of $19,421.32, and, on June 

9, 1993, the court's clerk issued two checks, totalling 

$274,495.22, each payable to Mr. Willey as attorney for Lanasa 

and Abbott. Upon receiving the checks, Mr. Willey endorsed and 

negotiated them. 

 Lanasa and Abbott, however, never received the proceeds from 

the condemnation award. Thereafter, Marshall made repeated 

attempts to contact Mr. Willey to secure payment to Lanasa and 

Abbott. Finally, on November 15, 1993, Marshall informed Mr. 

Willey, by letter, that, if Willey did not pay the money by 5:00 

p.m. on November 15, Marshall would file suit against Mr. Willey 

and report the matter to the Virginia State Bar for disciplinary 
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action. 

 The next day, in response to Marshall's letter, Mr. Willey 

telephoned Marshall and proposed to meet Marshall later in the 

day at a parking lot of the Chesterfield County Courthouse. At 

the meeting, Mr. Willey stated that he did not have the money 

because he had used it to pay the Internal Revenue Service, but 

that he could get the money in two weeks. He offered to give 

Marshall a demand note in the principal amount of $274,495.22, 

with interest thereon at 6% per annum from June 9, 1993, made by 

Mr. Willey, his professional corporation, and his wife, Kathleen 

E. Willey. 

 Lanasa and Abbott agreed to Mr. Willey's offer. The note, 

dated November 16, 1993, was payable on demand and "to the order 

of Watson M. Marshall, Attorney for Anthony V. Lanasa." The note 

was executed by Mr. Willey, personally and as president of his 

corporation, and by Mrs. Willey. At trial, the authenticity of 

the signatures was stipulated. 

 In late November, about the time the note was to have been 

paid, Mr. Willey committed suicide. Mrs. Willey refused to pay 

the note, and Lanasa, Abbott, and Marshall filed the present 

action against the Estate of Edward E. Willey, Jr., Edward E. 

Willey, Jr., P.C., and Kathleen E. Willey (collectively, Willey), 

seeking judgment in the amount of $274,495.22, the principal 

amount of the note, together with interest thereon at 6% per 
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annum from June 9, 1993. A jury trial ensued.1

 

 At trial, Mrs. Willey raised a number of defenses to the 

enforceability of the note. Specifically, she claimed that the 

note was an illegal contract, the fruit of extortion, and the 

product of duress. All these defenses, however, were submitted 

to and rejected by the jury. 

 The jury returned a verdict in favor of Lanasa in the amount 

of $137,247.61, the amount previously determined by the trial 

court to be recoverable. The trial court denied Mrs. Willey's 

post-verdict motions challenging the jury's verdict and entered 

judgment on the verdict, and Mrs. Willey has not assigned crosserror to the trial court's ruling. Lanasa, in his appeal, 

however, claims that the trial court erred in instructing the 

jury that any recovery was limited to $137,247.61, one-half the 

principal amount of the note. 

 The parties do not dispute that the note is a negotiable 

instrument within the meaning of the Uniform Commercial Code, 

Code § 8.1-101 et seq. The note contains an unconditional 

promise to pay a fixed amount of money, i.e., $274,495.22. It 

was payable on demand and to order at the time it was issued, and 

it "does not state any other undertaking or instruction" by the 

 

 1Prior to trial, Marshall took a nonsuit and was dismissed 

from the action without prejudice. At trial, at the conclusion 

of the plaintiffs' case, the trial court granted Willey's motion 

to strike the evidence as to Abbott on the ground that she was 

not a holder of the note, and Abbott was dismissed from the 

action with prejudice. 
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makers "to do any act in addition to the payment of money." Code 

§ 8.3A-104. 

 Given that the note is a negotiable instrument within the 

meaning of the Code, we must determine what obligation Mrs. 

Willey and the other makers incurred when they issued the note. 

The answer is found in Code § 8.3A-412, which, in pertinent part, 

provides that "[t]he issuer of a note . . . is obliged to pay the 

instrument . . . according to its terms at the time it was 

issued." (Emphasis added.)2

 Thus, Mrs. Willey, having lost on 

all of the defenses she asserted, is obligated to pay the note 

"according to its terms at the time it was issued," i.e., to pay 

the amount of $274,495.22, together with interest thereon at the 

rate of 6% per annum from June 9, 1993.3 Therefore, we hold that 

the trial court erred in limiting Lanasa's recovery to one-half 

of the principal amount of the note.4

 

 2"`Issuer'. . . means a maker . . . of an instrument." Code 

§ 8.3A-105(c). 

 3On appeal, Mrs. Willey contends that "the consideration for 

[her] alleged promise to pay the full amount of the [n]ote 

partially failed." Although Mrs. Willey pleaded that there was 

"insufficient consideration" for the note, she did not rely upon 

the defense of failure of consideration, either in whole or in 

part, at trial. We will not consider this contention for the 

first time on appeal. Rule 5:25. 

 4We find no merit in Mrs. Willey's claim that "to permit 

Lanasa to recover the full amount of the [n]ote would facilitate 

a double recovery." Mrs. Willey's sole obligation in this matter 

is as a maker of the note. She and the other makers are "jointly 

and severally liable in the capacity in which they sign," and, if 

she pays the note, she will be entitled to receive contribution 

from the other makers. Code § 8.3A-116. 
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 Accordingly, we will reverse the judgment of the trial court 

and modify it to reflect the full principal amount of the note, 

plus interest and costs, and enter final judgment, as modified, 

in favor of Lanasa. 

 Reversed, modified,

and final judgment.