Present: All the Justices 

POLLARD & BAGBY, INC. 

v. Record No. 990137 OPINION BY JUSTICE BARBARA MILANO KEENAN 

 November 5, 1999 

PIERCE ARROW, L.L.C., III, ET AL. 

FROM THE CIRCUIT COURT OF THE CITY OF RICHMOND 

Theodore J. Markow, Judge 

 In this appeal, we determine whether the new owner of an 

apartment building is obligated by contract to pay commissions 

to the agent who procured tenants for the former owner, for as 

long as those tenants continue to reside in the leased premises. 

 The following facts are not in dispute. Pollard & Bagby, 

Inc. (Pollard) acted as the leasing agent for Willard R. 

Simmons, the former owner of an apartment building located on 

Stuart Avenue in Richmond (the property). As Simmons's agent, 

Pollard procured tenants for the property. Simmons, Pollard, 

and each tenant procured by Pollard entered into a written lease 

agreement. Each lease was identical in form and contained the 

following provisions in Paragraph 15(A): 

Lessor [Simmons] has agreed and does hereby agree that 

in consideration of Agent's [Pollard's] services 

rendered in procuring this Lease, Lessor will pay to 

Agent a commission of 6% . . . per month of the rental 

received from Lessee during the term of this lease and 

during any renewal and extension thereof or during the 

term of any new lease, or by the holding over of the 

Lessee with the Lessor's permission respecting the 

premises between Lessor and Lessee. No sale, transfer 

or assignment by Lessor shall affect Agent's right to 
receive commissions, provided that in the event Lessor 

sells the premises, then upon Lessor's furnishing 

Agent with an agreement signed by the purchaser 

assuming Lessor's obligation to the Agent under this 

Lease, Agent will release the original Lessor from any 

further obligation to Agent hereunder. 

 In June 1996, Simmons sold the property to Pierce Arrow, 

L.L.C., III (Pierce).1 Simmons did not obtain from Pollard a 

release from further obligations under the leases, as permitted 

by Paragraph 15(A). After Pierce acquired the property, it 

retained the services of a different leasing agent, but 

continued to pay the commissions required under Paragraph 15(A) 

to Pollard until the term of each existing lease expired. As 

each lease expired, Pierce entered into a new lease with the 

same tenant and stopped paying commissions to Pollard on the 

rent paid by that tenant under the new lease. 

 Pollard filed a declaratory judgment action against Pierce 

and Simmons, seeking a declaration that under the terms of the 

leases, Pollard is entitled to continue to receive commissions 

on rents paid by any tenant of the property who initially was 

procured by Pollard. Pierce and Simmons alleged in defense that 

their obligation to pay commissions to Pollard under each lease 

 1

Barbara C. Simmons, the personal representative of the 

estate of Willard R. Simmons, was named as a defendant in this 

action because Willard R. Simmons died several months after the 

sale of the property. The decedent and the personal 

representative of his estate will be referred to collectively as 

"Simmons" in this opinion. 

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ended when that tenant's lease with Simmons expired and the 

tenant entered into a new lease with Pierce. 

 The parties stipulated to the relevant facts and filed 

cross motions for summary judgment. After determining that 

there were no disputed issues of fact, the trial court ruled 

that the obligation to pay commissions "applies only to leases 

between a tenant procured by [Pollard] and Mr. Simmons." The 

court held that the term "new lease" as used in Paragraph 15(A) 

did not include leases executed between the tenant and a new 

lessor, and that "[t]he provision for 'new leases' is limited to 

those new leases that are signed by the lessee and Mr. Simmons." 

The court concluded that the "contract does not entitle 

[Pollard] to any commissions on leases where Mr. Simmons is not 

the lessor." The court granted summary judgment in favor of 

Pierce and Simmons. We awarded Pollard this appeal. 

 Pollard argues that Simmons assigned the leases to Pierce 

and, thus, that Pierce "stepped into the shoes" of Simmons and 

acquired Simmons's rights, duties, and obligations under the 

leases. Pollard contends that the trial court erred in granting 

summary judgment to Pierce since the plain terms of Paragraph 

15(A) extend the lessor's obligation to pay commissions to 

Pollard to "new leases" executed by tenants procured by Pollard. 

Pollard further asserts that Simmons, as assignor, remains 

jointly liable for payment of the commissions since Simmons did 

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not obtain a release from Pierce as permitted by Paragraph 

15(A). 

 In response, Pierce and Simmons contend that the plain 

terms of the leases do not grant Pollard the right to continue 

to receive commissions after a new owner of the property 

executes a new lease with an existing tenant. In the 

alternative, they argue that the lease provisions are ambiguous 

and, therefore, must be construed against the drafter, Pollard, 

and in favor of Pierce and Simmons. 

 We begin our analysis by noting that the trial court held 

that there was an assignment of the leases from Simmons to 

Pierce when Simmons conveyed the property.2 Since Pierce and 

Simmons have not asserted cross-error to this ruling, it became 

the law of the case and is not before us in this appeal. See

Hill v. Hill, 227 Va. 569, 578, 318 S.E.2d 292, 297 (1984); Twin 

Lakes Mfg. Co. v. Coffey, 222 Va. 467, 474, 281 S.E.2d 864, 867 

(1981); Searles v. Gordon, 156 Va. 289, 294, 157 S.E.2d 759, 761 

(1931). 

 It is well settled that an assignee of a contract obtains 

his rights from the assignor and, thus, "stands in the shoes" of 

the assignor and acquires the same rights and liabilities as if 

he had been an original party to the contract. See Union 

 2

There is no verification or documentation of any assignment 

in this record. 

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Recovery Ltd. Partnership v. Horton, 252 Va. 418, 423, 477 

S.E.2d 521, 523 (1996); Fidelity & Cas. Co. of N.Y. v. First 

Nat'l Exchange Bank of Va., 213 Va. 531, 538, 193 S.E.2d 678, 

684 (1973); National Bank & Trust Co. at Charlottesville v. 

Castle, 196 Va. 686, 692-93, 85 S.E.2d 228, 232 (1955). 

Therefore, under the assignment from Simmons, Pierce acquired 

the rights and liabilities of the lessor as set forth in the 

leases at issue. 

 In determining the extent of the lessor's duty to pay 

commissions under the leases, we consider the plain meaning of 

the language employed in the contract. See Waynesboro Village, 

L.L.C. v. BMC Properties, 255 Va. 75, 79-80, 496 S.E.2d 64, 67 

(1998); Chawla v. BurgerBusters, Inc., 255 Va. 616, 620, 499 

S.E.2d 829, 831 (1998); Amos v. Coffey, 228 Va. 88, 92-93, 320 

S.E.2d 335, 337 (1984). When a contract's terms are clear and 

unambiguous, the interpretation of those terms presents a 

question of law. Gordonsville Energy, L.P. v. Virginia Elec. & 

Power Co., 257 Va. 344, 352-53, 512 S.E.2d 811, 816 (1999); D.C. 

McClain, Inc. v. Arlington County, 249 Va. 131, 135, 452 S.E.2d 

659, 662 (1995). The issue whether a particular writing is 

ambiguous is also a question of law. Westmoreland-LG&E Partners 

v. Virginia Elec. & Power Co., 254 Va. 1, 10, 486 S.E.2d 289, 

294 (1997); Tuomala v. Regent Univ., 252 Va. 368, 374, 477 

S.E.2d 501, 505 (1996). On appeal, we are not bound by the 

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trial court's determination of these questions of law, and we 

are afforded the same opportunity as the trial court to consider 

the contract provisions. Gordonsville Energy, L.P., 257 Va. at 

353, 512 S.E.2d at 816; Westmoreland-LG&E Partners, 254 Va. at 

10, 486 S.E.2d at 294; Langman v. Alumni Ass'n of the Univ. of 

Virginia, 247 Va. 491, 498, 442 S.E.2d 669, 674 (1994). 

 We conclude that Paragraph 15(A) of the leases is 

unambiguous and that the plain meaning of its terms obligate the 

lessor to pay commissions to Pollard on all rental payments 

received from tenants procured by Pollard. Under that language, 

this obligation continues during the term of the original lease 

and "during any renewal and extension thereof or during the term 

of any new lease." Further, "[n]o sale, transfer or assignment 

. . . shall affect" Pollard's right to receive commissions. 

 By this language, Simmons is obligated to pay commissions 

as long as a tenant procured by Pollard continues to be a tenant 

of the leased premises. This obligation remains unchanged if an 

existing tenant executes a new lease for the leased premises. 

Since Simmons failed to obtain a release from this obligation 

upon sale of the property, as permitted by Paragraph 15(A), he 

remains liable for the performance of that obligation because 

the assignment had no effect on Simmons's privity of contract 

with Pollard. See Cavalier Square Ltd. Partnership v. Virginia 

Alcoholic Beverage Control Bd., 246 Va. 227, 231, 435 S.E.2d 

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392, 395 (1993); Jones v. Dokos Enterprises, 233 Va. 555, 557, 

357 S.E.2d 203, 205 (1987). Pierce, as an assignee "standing in 

the shoes" of Simmons, also is liable for Simmons's obligation 

to pay commissions under the leases. See Union Recovery Ltd. 

Partnership, 252 Va. at 423, 477 S.E.2d at 523; National Bank & 

Trust Co. at Charlottesville, 196 Va. at 692-93, 85 S.E.2d at 

232. 

 Pierce and Simmons argue, however, that the above lease 

provisions concerning commissions due Pollard did not continue 

beyond the sale of the property, because the purchase agreement 

between Simmons and Pierce provided that the property would be 

conveyed "free and clear of any management agreements at 

settlement." We find no merit in this contention since the 

plain terms of the leases provided that the commissions were 

paid "in consideration of [Pollard's] services rendered in 

procuring this [l]ease," and not as payment for management 

services. (Emphasis added.) 

 For these reasons, we will reverse the trial court's 

judgment in favor of Simmons and Pierce, enter judgment in favor 

of Pollard, and remand the case for further proceedings to 

determine damages, and any attorney's fees and costs, due 

Pollard under the leases. 

Reversed and remanded.

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