COURT OF APPEALS OF VIRGINIA 

Present: Judges Willis, Bray and Senior Judge Hodges 

Argued at Alexandria, Virginia 

MATRIX MECHANICAL CORPORATION 

v. Record No. 2068-96-4 

WILLIAM C. HARRISON 

and 

EVELYN G. HARRISON 

 MEMORANDUM OPINION* BY 

-and- JUDGE JERE M. H. WILLIS, JR. 

 MARCH 25, 1997 

JIMMIE D. MITCHELL 

v. Record No. 2069-96-4 

WILLIAM C. HARRISON 

and 

EVELYN G. HARRISON 

FROM THE CIRCUIT COURT OF FAIRFAX COUNTY 

Gerald Bruce Lee, Judge 

J. Howe Brown, Jr., Judge 

 Stephen H. Moriarty (Chadwick, Washington, 

Olters, Moriarty & Lynn, P.C., on briefs), 

for appellant Matrix Mechanical Corporation. 

 James V. Irving (Ritzert & Leyton, P.C., on 

briefs), for appellant Jimmie D. Mitchell. 

 Claude D. Convisser (Joseph D. Morrissey; 

Morrissey, Hershner & Jacobs, on briefs), 

for appellees. 

 In these consolidated appeals, Matrix Mechanical Corporation 

(Matrix) and Jimmie D. Mitchell contend that the trial court 

erred in finding them in contempt of court. Because we conclude 

that the evidence failed to prove contempt of court, we reverse 

 

 *Pursuant to Code § 17-116.010 this opinion is not 

designated for publication. 
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the judgment of the trial court and dismiss contempt proceedings. 

 We need not address the other issues raised on appeal. 

 I.

 In December, 1994, Mitchell "obtained" executed, undelivered 

deeds to two properties. He recorded the deeds, and, thereafter, 

conveyed the properties to Matrix. In February, 1995, William C. 

Harrison and Evelyn G. Harrison filed a bill of complaint against 

Matrix and Mitchell, seeking the return of the real estate. 

 On May 10, 1995, by agreement of the parties, the trial 

court entered an "Order of Dismissal with Prejudice." As it 

pertains to this appeal, the May 10, 1995 order provides: 

 ORDERED, that Matrix Mechanical 

Corporation shall execute special warranty 

deeds within five business days after entry 

of this order, to convey the property located 

at Adrienne Drive, which is the subject of 

this action, to Evelyn G. Harrison, femme

sole; 

 ORDERED, upon conveyance of the Adrienne 

Drive property, William C. Harrison will pay 

to Matrix Mechanical Corporation, all costs 

which they expended in the acquisition, and 

maintenance of the Adrienne Drive property. 

 On May 30, 1995, the Harrisons moved that Matrix and 

Mitchell be ordered to show cause why they should not be held in 

contempt of court due to "the fact that more than five (5) 

business days have elapsed since entry of the order, [and] the 

properties have not been conveyed to Evelyn G. Harrison." 

 II.

 "In a show cause hearing, the moving party need only prove 

that the offending party failed to comply with an order of the 
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trial court." Alexander v. Alexander, 12 Va. App. 691, 696, 406 

S.E.2d 666, 669 (1991) (citation omitted). Once the movant 

proves failure to comply, the burden is upon the defendant to 

prove that the offending action or inaction was justified. Id. 

Therefore, we must determine first whether the trial court erred 

in finding that the Harrisons proved that Matrix and Mitchell had 

failed to comply with the trial court's May 10, 1995 order. 

 III.

 On November 9, 1995, the trial court conducted an ore tenus

hearing on the Harrisons' motion to show cause. The evidence 

proved that Matrix failed to deliver executed deeds conveying the 

Adrienne Drive property to Ms. Harrison within five business days 

after the May 10, 1995 order. Thomas P. Gorman, Matrix's 

original attorney, testified that he withheld delivery of the 

deeds because the Harrisons refused to pay the costs associated 

with the acquisition and maintenance of the property. He 

contended that the May 10, 1995 order contemplated a reciprocal 

and contemporaneous exchange of the deeds to Ms. Harrison and 

payment of Matrix's associated costs. Because the parties could 

not agree on the amount to be paid Matrix for acquisition and 

maintenance costs, he withheld delivery of the executed deeds 

pending resolution of that dispute. 

 The trial court concluded that Matrix's failure to deliver 

the deeds constituted contempt of court, and awarded the 

Harrisons damages and attorneys' fees. In reviewing the May 10, 
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1995 order, the trial court found that: "[T]he term 'upon 

conveyance' creates a condition precedent, that condition 

precedent being that Matrix comply with the preceding order and 

deliver warranty deeds within five days after entry of the 

order." 

 At the November 9, 1995 hearing, the trial court dismissed 

Mitchell from the contempt proceedings. In the Harrisons' 

original bill of complaint, they alleged that Matrix was the 

alter ego of Mitchell. The trial court held that the May 10, 

1995 order, dismissing the Harrisons' bill of complaint with 

prejudice, resolved against the Harrisons the question whether 

Matrix was the alter ego of Mitchell. 

 On March 28, 1996, the trial court considered the Harrisons' 

motion to reconsider Mitchell's dismissal from the contempt 

proceedings. Disregarding its prior holding, the trial court 

ruled that: "Matrix's contempt is due to the actions and 

inactions of Mr. Mitchell personally . . . ." Accordingly, the 

trial court found Mitchell in contempt, held him jointly and 

severally liable for the award entered against Matrix, and 

ordered that he pay additional damages to the Harrisons. 

 IV.

 At issue in this case is the trial court's holding that the 

May 10, 1995 order required the delivery of executed deeds to Ms. 

Harrison within five business days. "[A] court may speak only 

through its written orders," Clephas v. Clephas, 1 Va. App. 209, 
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211, 336 S.E.2d 897, 899 (1985). When a court reviews ambiguous 

provisions in an order or decree, the rules of construction 

require that primary consideration "be given to an interpretation 

which would support the facts and law of the case in order to 

avoid a result that will do violence to either." Parrillo v. 

Parrillo, 1 Va. App. 226, 230, 336 S.E.2d 23, 25 (1985) (citing 

46 Am. Jur. 2d Judgments §§ 72-76 (1969); 11A Michie's 

Jurisprudence Judgments and Decrees § 5 (Repl. vol. 1978)). 

Moreover, such an interpretation is a question of law, to be 

construed like other written instruments, and read in connection 

with the entire record. See 46 Am. Jur. 2d Judgments §§ 93-97 

(2d ed. 1994). 

 Under well-established legal principles, the "executed deed" 

and "delivery" are mutually exclusive elements in the conveyance 

of real property. See e.g., Minor, The Law of Real Property, 

§§ 1030, 1065 (2d ed. Frederick D. G. Ribble 1928). Thus, "[a] 

deed does not become operative until it is delivered with the 

intent that it shall become effectual as a conveyance." Leftwich 

v. Early, 115 Va. 323, 328, 79 S.E. 384, 386 (1913) (emphasis 

added). Indeed: 

 The term "execution" of a deed connotes 

all acts which are necessary to the 

operativeness of the instrument, including 

signing, sealing when necessary, attestation 

and acknowledgement when required by statute, 

and delivery to the grantee or to someone in 

his behalf. Nevertheless, a deed is often 

said to be executed, using the word in a 

sense excluding delivery; and it is 

convenient and in accordance with standard 

practice to treat of signing, sealing, and 
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attesting separately from delivery. 

23 Am. Jur. 2d Deeds § 105 (1983) (footnotes omitted) (emphasis 

added). 

 The May 10, 1995 order specifically required Matrix to 

execute the deeds within five days. It did not require delivery. 

 Thus, Matrix was not required to deliver the executed deeds to 

Ms. Harrison within five business days. While the trial court 

opined that the provision requiring Matrix to execute deeds in 

five days was meaningless without delivery, the language of the 

order contains no ambiguity in this regard. Matrix was required 

to execute the deeds within five business days. Matrix and the 

Harrisons were then obliged to deliver the deeds and pay the 

acquisition and maintenance costs, respectively. While execution 

of the deeds was a necessary prerequisite to delivery, the 

May 10, 1995 order set forth no requirement that Matrix make 

delivery within five business days. That precision is the 

watchword of legal drafting is understated by our rule that legal 

words are to be understood according to their legal meanings. 

Smith v. Smith, 15 Va. App. 371, 374, 423 S.E.2d 851, 853 (1992). 

 Because neither Matrix nor Mitchell was required to deliver 

the deeds within five days, the trial court erred in holding that 

Matrix and Mitchell had failed to comply with the May 10, 1995 

court order. 

 The judgment of the trial court is reversed, and the 

contempt proceedings are dismissed. 
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 Reversed and dismissed.