Present: All the Justices

CHRISTOPHER BARTOLOMUCCI
                                             OPINION BY
v.      Record No. 140275           JUSTICE LEROY F. MILLETTE, JR.
                                           April 16, 2015
FEDERAL INSURANCE COMPANY, ET AL.

VU VO

v.      Record No. 140297

FEDERAL INSURANCE COMPANY, ET AL.


               FROM THE CIRCUIT COURT OF LOUDOUN COUNTY
                        Thomas D. Horne, Judge

        In these appeals we consider the scope and application of

an insurance policy that provides coverage for a law firm

partner's vehicle only when that vehicle is "used in" a law

firm's business or personal affairs.

                      I.    Facts And Proceedings

        Vu Vo and Christopher Bartolomucci were involved in a

vehicle collision.     Based on his injuries, Vo filed a lawsuit

against Bartolomucci seeking $1,000,000 in damages.       The

vehicle which Bartolomucci was driving was insured under an

Allstate Insurance Company insurance policy with a $100,000

liability limit (the "Allstate Policy").     Vo is unwilling to

settle his suit within the Allstate Policy's limit.

        Because his potential liability exceeds the Allstate

Policy's limit, Bartolomucci filed a declaratory judgment

action in the Circuit Court of Loudoun County.      Bartolomucci
sought to establish that his vehicle fell within the scope of

Federal Insurance Company's insurance policy issued to

Bartolomucci's law firm, Hogan Lovells US, LLC (the "Federal

Policy"). 1   During the course of these proceedings, the circuit

court ruled on the demurrer to the amended complaint filed by

Federal Insurance and Hogan Lovells.    The circuit court

sustained that demurrer in part, overruled it in part, and

allowed Bartolomucci's suit to continue on the theory that he

was covered by the Federal Policy.

     The case went to trial.    The matter was submitted to the

jury on a special interrogatory asking the question whether

Bartolomucci was using his vehicle in Hogan Lovells's business

or personal affairs at the time of the collision.    The jury

responded "yes."    However, the circuit court then granted

Federal Insurance's and Hogan Lovells's motion to strike, and

set aside the jury's finding as not being supported by the

evidence.     The court entered final judgment in favor of Federal

Insurance and held that the Federal Policy did not cover

Bartolomucci's use of the vehicle at the time of the collision.

     Bartolomucci and Vo timely filed separate petitions for

appeal with this Court, and we granted all six assignments of

error.   These assignments require us to address four issues:

     1
       At the time of the collision, Hogan Lovells US, LLC was
Hogan Hartson, LLC. All instances of Hogan Hartson are
referred to as Hogan Lovells.

                                  2
     1.   Whether the Federal Policy automatically
          provided excess liability coverage unrestricted
          by any other requirements of the policy?

     2.   Whether the Federal Policy provided coverage
          because Bartolomucci is a "Named Insured"?

     3.   Whether the Federal Policy provided coverage
          because it is ambiguous?

     4.   Whether the Federal Policy provided coverage
          because Bartolomucci's use of the vehicle fell
          within the scope of the policy?

                         II.   Discussion

A.   The Role Of The Jury In A Declaratory Judgment Action

     The parties dispute the preliminary issue of whether the

jury's answer of "yes" to the special interrogatory was binding

or advisory.   Throughout the proceedings, the circuit court

treated the jury's answer as arising under Code § 8.01-188, and

as binding subject to being set aside only in the limited

circumstances set forth in Code § 8.01-680.   Federal Insurance

argues that this was error because no constitutional,

statutory, or consent basis allowed the court to employ a

binding jury, and therefore the jury's answer was only advisory

under Code § 8.01-336(E).   See Angstadt v. Atlantic Mut. Ins.

Co., 254 Va. 286, 291-92, 492 S.E.2d 118, 120-21 (1997); Wright

v. Castles, 232 Va. 218, 222, 349 S.E.2d 125, 128 (1986).      This

argument impacts our review of the circuit court's treatment of

the jury answer.   If the jury's answer was binding rather than

advisory, the court's setting aside that answer is analyzed


                                 3
under a more stringent standard.     Compare DeJarnette v. Thomas

M. Brooks Lumber Co., 199 Va. 18, 21, 97 S.E.2d 750, 752 (1957)

(standard of review applicable to the rejection of an advisory

determination), with Wooldridge v. Echelon Service Co., 243 Va.

458, 461, 416 S.E.2d 441, 443 (1992) (standard of review

applicable to the setting aside of a binding verdict).

     We decline to resolve this issue because we need not do so

to decide this appeal.    See Woodard v. Commonwealth, 287 Va.

276, 280-81, 754 S.E.2d 309, 312 (2014).    For the reasons set

forth in this opinion, the circuit court's action was without

error even under the more stringent standard of review.    For

purposes of this appeal, we assume without deciding that the

jury's answer to the special interrogatory was binding.

B.   The Federal Policy And Final Judgment

1.   Standard Of Review

     Because we treat the jury's answer to the special

interrogatory as binding rather than advisory, "the jury

verdict must be reinstated and judgment entered on the verdict

if there is any credible evidence in the record to support the

jury verdict."   Wooldridge, 243 Va. at 461, 416 S.E.2d at 443.

     To the extent we interpret and apply the terms of an

insurance contract, we address those issues of law de novo.

Doctors Co. v. Women's Healthcare Assocs., 285 Va. 566, 571,

740 S.E.2d 523, 525 (2013).


                                 4
2.   The Federal Policy

     The Federal Policy is comprised of two documents:    the

Business Auto Declarations and the Business Auto Coverage Form.

The Business Auto Declarations instrument sets forth the basics

of the Federal Policy, such as the Named Insured, endorsements,

and a schedule of coverages.   The Business Auto Coverage Form

instrument sets forth the terms of the policy and resembles a

traditional contract.   We review these documents "as if their

several provisions were in one and the same instrument."

Bailey v. Town of Saltville, 279 Va. 627, 633, 691 S.E.2d 491,

493 (2010) (internal quotation marks and citation omitted).

a.   The Excess Coverage Provision Does Not Provide An
     Independent Basis To Establish Excess Coverage

     In provision IV.B.5.a., the Business Auto Coverage Form

provides:   "For any covered 'auto' you don't own, the insurance

provided by this Coverage Form is excess over any other

collectible insurance."   Bartolomucci assigns error to the

circuit court's failure to hold that he fell within this

language, as in his view the Federal Policy operates as excess

insurance for vehicles not owned by Hogan Lovells.

Bartolomucci's argument is that the Federal Policy applied to

Bartolomucci's vehicle because, in the absence of "business or

personal affairs" language in this excess coverage provision,

the Federal Policy operates as excess insurance in addition to



                                5
Bartolomucci's Allstate Policy independent of any other

provision in the Federal Policy and without any need to show

that his vehicle was used in Hogan Lovells's business or

personal affairs.    The circuit court did not err in rejecting

this argument.

     Bartolomucci argues that the Federal Policy is a "follow

form" policy for all vehicles not owned by Hogan Lovells.    "The

phrase 'follow form' refers to the practice, common in excess

policies, of having the second-layer coverage follow

substantively the primary layer provided by the main insurer."

Insituform Techs., Inc. v. American Home Assur. Co., 566 F.3d

274, 278 (1st Cir. 2009); see also, e.g., Providence Wash. Ins.

Co. v. Gheen, 247 Va. 73, 76-77, 439 S.E.2d 333, 334-35 (1994)

(addressing a "follow form" provision).    However, Bartolomucci

ignores the language in the Federal Policy directing excess

coverage to apply only to "any covered 'auto' you don't own."

     Therefore, this provision applies to a vehicle not owned

by Hogan Lovells only if that non-owned vehicle is a "covered

auto," as defined by the Federal Policy, instead of applying as

excess coverage to non-owned vehicles as a matter of course.

This language which the parties' contracted to "cannot simply

be ignored."     First Am. Title Ins. Co. v. Seaboard Sav. & Loan

Ass'n, 227 Va. 379, 386, 315 S.E.2d 842, 846 (1984).




                                  6
     The Federal Policy covers non-owned vehicles that fall

within the terms of symbol 8, which governs "Hired 'Autos'

Only," and symbol 9, which governs "Nonowned 'Autos' Only."

These "symbols" are descriptive categories of vehicles listed

in the Business Auto Coverage Form.      For example, symbol 8

describes vehicles that are "lease[d], hire[d], rent[ed,] or

borrow[ed]."   And symbol 9 describes vehicles that are "not

own[ed], lease[d], hire[d], rent[ed,] or borrow[ed]" but that

are nonetheless still used "in connection with" the Named

Insured's business or personal affairs.      Thus, the circuit

court properly decided whether Bartolomucci's vehicle fell

within coverage described by those symbols instead of holding

that the Federal Policy automatically covered Bartolomucci's

vehicle by operation of provision IV.B.5.a.

b.   The Named Insured Was Hogan Lovells

     In describing the scope of the Federal Policy's coverage,

the Business Auto Coverage Form refers to "you" and "your."

For example, under the terms of symbol 9, potential coverage

includes "those 'autos' you do not own . . . that are used in

connection with your business."       Bartolomucci assigns error to

the circuit court's holding that these instances of "you" and

"your" refer to the law firm Hogan Lovells, rather than to that

law firm's partners, such as Bartolomucci himself.      The circuit

court did not err in its holding.


                                  7
        The Business Auto Coverage Form states:   "Throughout this

policy the words 'you' and 'your' refer to the Named Insured

shown in the Declarations."     The first page of the Business

Auto Declarations includes a line reading "NAMED INSURED" that

names only Hogan Lovells.     Additional sections of the Business

Auto Declarations that identify the Named Insured also name

only Hogan Lovells.     Thus, throughout the Federal Policy, the

terms "you" and "your" are pronouns operating as a substitute

for the stated name of the Named Insured, Hogan Lovells.

        Moreover, Hogan Lovells is a limited liability partnership

law firm.    "A partnership is an entity distinct from its

partners."    Code § 50-73.87; see also Jimenez v. Corr, __ Va.

__, __, 764 S.E.2d 115, 122 (2014) (observing that a "legal

entity" has a "separate legal status" from its owners,

shareholders, agents, or members).    A partner of the Named

Insured law firm such as Bartolomucci is not also a Named

Insured simply because of his partner status.

        Acknowledging this, Bartolomucci argues that he is a Named

Insured because of other portions of the Business Auto Coverage

Form.    Specifically, in the Definitions section the term

"Insured" includes "any person . . . qualifying as an insured

in the Who Is An Insured provision of the applicable coverage."

In turn, a portion of the relevant Who Is An Insured provision




                                  8
includes "[a] partner . . . for a covered 'auto' owned by him

or her."   Bartolomucci argues that he is therefore an Insured.

     Assuming Bartolomucci's argument is correct, however, only

means that Bartolomucci is an "Insured" under the policy. 2     The

words "you" and "your" do not refer to the parties who are an

"Insured," but only to the "Named Insured [as] shown in the

Declarations."   This distinction based upon the word choice

utilized in the instrument must be recognized because "all

words used in [the written instrument] must be given effect if

reasonably possible."   Barrett v. Vaughan & Co., Bankers, 163

Va. 811, 817, 178 S.E. 64, 66 (1935) (internal quotation marks

and citations omitted).   Different terms given special meanings

by the parties are reasonably understood to mean different

things.    Bartolomucci may be an "Insured," but he is not a

"Named Insured [as] shown in the Declarations."

c.   Coverage For "Autos . . . While Used In Your Business Or
     Your Personal Affairs" Is Not Ambiguous

     In the Business Auto Declarations, the Federal Policy's

$1,000,000 liability coverage extends to "Covered Autos"

falling within symbols 8 and 9.       Only symbol 9 is relevant to

whether the Federal Policy covered Bartolomucci's vehicle at

the time of the collision.   Symbol 9, describing "Nonowned

'Autos' Only," extends coverage, in part, to "'autos' owned by

     2
       We do not rule on whether a partner of the Named Insured
is actually an "Insured" for purposes of the Federal Policy.

                                  9
your . . . partners . . . but only while used in your business

or your personal affairs."    Bartolomucci and Vo assign error to

the circuit court's failure to hold that this provision is

ambiguous.   If this phrase is ambiguous, then the language must

be construed "in favor of coverage and against the insurer."

Virginia Farm Bureau Mut. Ins. Co. v. Williams, 278 Va. 75, 81,

677 S.E.2d 299, 302 (2009).

     "Contract language is ambiguous when it may be understood

in more than one way or when it refers to two or more things at

the same time."   Robinson-Huntley v. George Washington Carver

Mut. Homes Ass'n, 287 Va. 425, 429, 756 S.E.2d 415, 418 (2014)

(internal quotation marks and citation omitted).      Contract

language is not ambiguous simply because the parties or courts

in different jurisdictions disagree about how to understand the

language.    Id.; Floyd v. Northern Neck Ins. Co., 245 Va. 153,

158, 427 S.E.2d 193, 196 (1993).      Pursuant to these principles,

symbol 9 is not ambiguous and the circuit court did not err.

     Bartolomucci and Vo argue that the phrase "your business

or your personal affairs" is ambiguous, if "your" refers to

Hogan Lovells, because a legal entity cannot have truly

"personal" affairs.   See FCC v. AT&T Inc., 562 U.S. 397, __,

131 S. Ct. 1177, 1185 (2011) ("[We] far more readily think of

corporations as having 'privileged or confidential' documents

than personally private ones.").      We reject this narrow


                                 10
construction of this undefined contract language because it

ignores the context in which the language is used.

     We give undefined contract terms "their ordinary meaning"

in light of "the contract as a whole."   Schuiling v. Harris,

286 Va. 187, 193, 747 S.E.2d 833, 836 (2013).   The Federal

Policy is an insurance contract executed by a legal entity to

provide coverage in specific, limited circumstances for its

employees and partners.   When used in this type of contract,

the understanding of the ordinary meaning of "business affairs"

refers to a legal entity's income-producing activities, and

"personal affairs" refers to a legal entity's non-income-

producing activities that benefit the business.

     Consequently, symbol 9 is not ambiguous just because it

refers to the "personal affairs" of Hogan Lovells, a law firm.

In light of this "plain reading of the disputed provision

[that] effectuat[es] the intention of the parties," our holding

is not altered by the fact that courts in other jurisdictions

disagree as to whether this contract language is ambiguous.

Floyd, 245 Va. at 158, 427 S.E.2d at 196.

d.   Symbol 9 Does Not Cover Bartolomucci's Vehicle

     Symbol 9 reads in its entirety:

     [1] Only those "autos" you do not own, lease, hire,
     rent or borrow that are used in connection with your




                                11
     business. [2] This includes "autos" owned by your
     "employees," partners (if you are a partnership),
     members (if you are a limited liability company), or
     members of their households but only while used in
     your business or your personal affairs.

(Bracketed numbers added.)   Bartolomucci and Vo assign error to

the circuit court's failure to consider the first sentence,

Sentence [1], as an independent basis for holding that the

Federal Policy covers Bartolomucci's vehicle.    Bartolomucci and

Vo also assign error to the circuit court's entry of final

judgment in favor of Federal Insurance, because some evidence

supported the jury's answer that Bartolomucci used his vehicle

within the scope of the second sentence, Sentence [2].    The

circuit court did not err on either basis.

     Sentence [1] applies, generally, to vehicles not owned by

Hogan Lovells.   But Sentence [2] applies to a specific subset

of non-owned vehicles, that is, vehicles that are not owned by

Hogan Lovells but that are owned by a Hogan Lovells's employee,

partner, member, or members of an employee's, partner's, or

member's household.   Thus, vehicles governed by Sentence [2]'s

specific provision are carved out from the scope of

Sentence [1]'s general provision.     See Jimenez, __ Va. at __,

764 S.E.2d at 121.    Because Bartolomucci was a Hogan Lovells

partner and was driving a vehicle he owned, Bartolomucci's

vehicle is governed by Sentence [2] rather than Sentence [1].




                                 12
     Further, Bartolomucci's use of the vehicle did not satisfy

all of the requirements of Sentence [2], which covers non-owned

vehicles that are "used in [Hogan Lovells's] business or [Hogan

Lovells's] personal affairs." 3   At the time of the collision,

Bartolomucci was using his vehicle to commute from his home to

Hogan Lovells's office, which was not a "use[] in" Hogan

Lovells's business or personal affairs.    To avoid this

conclusion, Bartolomucci and Vo emphasize two aspects of this

commute.

     First, Bartolomucci and Vo argue that Bartolomucci's home

operated as a Hogan Lovells work location because Bartolomucci

did not have set work hours, and Bartolomucci was allowed and

encouraged to work at his home office where he would engage in

Hogan Lovells's business "[q]uite a lot."    Bartolomucci thus

contends that he was not commuting from home to work, but was

instead traveling between work locations.    Second, Bartolomucci

and Vo argue that the trip itself was more than a typical

commute to work so that the drive was actually "in" Hogan

Lovells's business.   Bartolomucci had a Blackberry electronic

device, issued and paid for by Hogan Lovells, turned on and

     3
       Federal Insurance argues that the phrase "used in your
business or your personal affairs" requires a "course of
employment" or "scope of employment" test. But we evaluate
contracts based on what the instruments actually say, not on
what may have been intended. Jimenez, __ Va. at __, 764 S.E.2d
at 124. As the instruments before us do not include those
phrases, the Federal Policy does not utilize such tests.

                                  13
within Bartolomucci's physical reach.   Also, although

Bartolomucci could not recall what he was thinking at the time

of the collision, Bartolomucci testified that he habitually

thought about work related issues on his commute to work.

     Contrary to these arguments, the facts of this case do not

amount to anything more than a typical commute from home to

work, which was not covered under the terms of the Federal

Policy.   The only work related activity that Bartolomucci

accomplished before leaving home was to check his work email

and call his office voicemail.   But the record does not

indicate that Bartolomucci read or responded to any work

related emails, that the voicemail itself was work related, or

that Bartolomucci billed his time for these activities.    In

addition, beyond the fact that Bartolomucci occasionally worked

at home, the record fails to show any relationship between

Hogan Lovells and Bartolomucci's home to establish that place

as a Hogan Lovells work location.

     Moreover, Bartolomucci's use of his vehicle to commute

from home to work was not a "use[] in" Hogan Lovells's business

or personal affairs.   Bartolomucci did not use his Blackberry

during the commute.    Merely having access to modern technology

such as a Blackberry, which would allow Bartolomucci to conduct

work activity if that device was used, "does not transform" an

employee's "private activity into company business."     Le Elder


                                 14
v. Rice, 26 Cal. Rptr. 2d 749, 753 (Cal. Ct. App. 1994).         And

merely thinking about work does not make a commute "in" the

business, as contemplated by the policy language.       The record

does not indicate that Bartolomucci billed for any activity or

otherwise performed any work during his commute.       Also,

Bartolomucci was not reimbursed by Hogan Lovells for his

commute.

     In sum, Bartolomucci's use of his vehicle to drive from

home to work did not fall within the coverage described in

symbol 9.    "When the sufficiency of a plaintiff's evidence is

challenged upon a motion to strike the evidence at the

conclusion of the plaintiff's case-in-chief, the trial court

should in every case overrule the motion where there is any

doubt on the question."   Brown v. Koulizakis, 229 Va. 524, 531,

331 S.E.2d 440, 445 (1985).     But based on this record, no

evidence supported Bartolomucci's claim that the Federal Policy

covered his vehicle at the time of the collision, and it was

"conclusively apparent" that Bartolomucci had proven no cause

of action against Federal Insurance.       Id.   The circuit court

should have granted the motion to strike made at the conclusion

of Bartolomucci's case-in-chief.       As the jury finding was

contrary to the evidence, the court properly set aside the jury

finding and entered final judgment in favor of Federal

Insurance.   Code § 8.01-680.


                                  15
                          III. Conclusion

     The Federal Policy did not cover Bartolomucci's use of the

vehicle at the time of the collision.    A morning commute by a

law firm partner from home to work does not constitute "use[]"

of the partner's vehicle "in" a law firm's business or personal

affairs.    We affirm the circuit court's entry of final

judgment.

                                                           Affirmed.




                                 16
