                        COURT OF APPEALS OF VIRGINIA


Present: Chief Judge Fitzpatrick, Judges Annunziata and Agee
Argued at Alexandria, Virginia


THOMAS JOSEPH GOUDREAU
                                             MEMORANDUM OPINION * BY
v.   Record No. 2720-00-4                     JUDGE G. STEVEN AGEE
                                                  JULY 10, 2001
KATHERINE LYNN GOUDREAU


               FROM THE CIRCUIT COURT OF FAIRFAX COUNTY
                        R. Terrence Ney, Judge

             Carl P. Horton for appellant.

             Christopher W. Schinstock (James Ray
             Cottrell; Gannon, Cottrell & Ward, P.C., on
             brief), for appellee.


     Thomas J. Goudreau (father) appeals the October 24, 2000

decision of the Fairfax County Circuit Court denying his motion

concerning certain visitation rights to his two children under a

prior Custody Order dated June 29, 1999 (the Custody Order).

Father alleges the trial court erred in its interpretation of

the Custody Order's plain language regarding "extended

weekends."     For the following reasons we agree with father and

remand this matter back to the trial court for consideration

consistent with this opinion.




     * Pursuant to Code § 17.1-413, this opinion is not
designated for publication.
                                BACKGROUND

        The Custody Order provided Katherine Lynn Goudreau (mother)

with sole custody of the parties' two minor children and leave

to relocate the children to Utah.      Prior to the Custody Order,

the parties shared custody of their children in Virginia.

Mother, however, made plans to remarry and relocate to Utah in

2000.    On mother's petition, and over father's objections, the

Fairfax County Circuit Court, by Judge Brown, issued the Custody

Order.

        The Custody Order granted father visitation with the

children during the school year under Sections 2A and 2B, which

differentiated visitation before and after June 6, 2000.

Incorporated by reference to the Custody Order was an attached

exhibit styled "Proposed Custodial Access" (Access Plan), which

provides in pertinent part:

                        Proposed Custodial Access

             [Father] to have children for Spring Break
             every year.

             [Father] and [mother] to alternate
             Thanksgiving holidays with [father] having
             the children [in 2000] . . . .

             [Father] and [mother] to split the Christmas
             vacation with the children with [father]
             having the children on Christmas [in 1999]
             . . . .

             [Father] to have the children over the
             extended weekends throughout the school
             year.

              *     *       *      *         *      *     *


                                  - 2 -
          [Father] may visit the children when he is
          in Utah not more than one weekend/month when
          not otherwise scheduled for a visitation
          during that month excluding the summer
          vacation period.

           *         *        *      *      *       *      *

          The proposed schedule for the remainder of
          1999 through the 2000 school year is as
          follows:

          [A breakdown, per the 1999-2000 school
          calendar, of the parties' allotted times
          with their children was listed through the
          end of school on June 6, 2000].

     Father requested clarification from the trial court when

the parties could not agree as to the Custody Order's

application to November 2000 when there were several extended

weekends, in addition to father's scheduled Thanksgiving

visitation period.       Father interpreted the language of the

Access Plan "to have the children over the extended weekends

throughout the school year" to mean exactly that.       Mother, who

drafted the plan, argued the intent was only to allow father

visitation one weekend a month and for November 2000 that was

the Thanksgiving weekend.

     The trial court, with Judge Ney presiding, reviewed the

Custody Order and the transcript from a January 20, 2000 hearing

before the court, Judge Roush presiding.        There, on January 20,

2000, the parties argued over their rights under the Custody

Order as to exchanging the children and the father's rights to

information on the children.      As to the provision on extended



                                   - 3 -
weekends, the trial court interpreted the Custody Order as

follows:

           I think that the language ["father] to have
           children over the extended weekends
           throughout the school year,["] is to express
           the general understanding of the parties
           that for months that have extended weekends,
           those will be the weekends selected. And I
           think that the proposed schedule which then
           falls out, which is then set out which
           [father's counsel] pointed out, is then
           referred to on page 329 of [mother's
           previous] testimony . . . states that this
           would be the schedule for the following
           year, this is the plan schedule. I think
           that [what the] schedule demonstrates is
           that [father] is going to have these
           children probably once a month, because
           almost every month there's a provision for
           him to have the children, but most
           importantly, the time for each of those
           weekends is the long weekend . . . . I don't
           read the general language with regard to
           extended weekends beyond one long weekend a
           month. I think that's the whole intention
           of the parties, and I think it's reflected
           in the specifics of the schedule.

The trial court then ruled that the "plain language is modified

by the specifics of the weekends that are set out on a month by

month basis" and denied father's motion by the October 24, 2000

order.

                             ANALYSIS

     Court orders are subject to the same rules of construction

that apply to other written instruments.   See generally Shultz

v. Hansbrough, 76 Va. 817 (1882).   When a trial court applies

the unambiguous language of an order, the sole issue on appeal

is a question of law "which can readily be ascertained by this

                               - 4 -
Court."   Fry v. Schwarting, 4 Va. App. 173, 180, 355 S.E.2d 342,

346 (1987).   Upon our review of the October 24, 2000 order, we

find error, as a matter of law, in the trial court's

interpretation of the plain language of the Custody Order.

     The Custody Order clearly states that beginning on June 6,

2000, father is entitled to the access reserved to him in the

attached plan including:   "[Father] to have children over the

extended weekends throughout the school year . . . ."   The

extended weekends provision contains no limiting terms and

neither does the main body of the Custody Order nor the other

provisions of the Access Plan.    This provision plainly and

without reservation provides father with all the extended

weekends in the school year except those otherwise specifically

covered by other direct provisions of the Custody Order:

Thanksgiving and Christmas.   Yet, the trial court, while

recognizing the unambiguous meaning, accepted mother's argument

to search for another interpretation by drawing analogies from

the specific dates for the 1999-2000 school year in order to

change the clear wording of the Custody Order.   The trial court

went on to say that the Thanksgiving weekend was an extended

weekend when it was assigned to father and that would be the

only weekend father could have in November.   We find these

conclusions plainly wrong based on the clear and unambiguous

language of the Custody Order.



                                 - 5 -
     The extended weekend provision is clear on its face, and it

is not limited by the date specific 1999-2000 school year

visitation provisions in the Access Plan.   While the specific

provisions for the 1999-2000 school year likely override the

general provisions of the Custody Order as to that year, that

argument is moot for periods after the 1999-2000 school year.

The assertion made in the dissent that the date specific

provisions of the Access Plan for the 1999-2000 school year are

made effective for subsequent years is not supported by the

plain language of the Custody Order or the record.   To the

contrary, the Custody Order specifically differentiates between

periods before and after June 6, 2000.

     Neither the Custody Order nor the incorporated Access Plan

contain language indicating the 1999-2000 date specific schedule

is illustrative of the "intent" of the Custody Order or that it

is to be applied for any purpose other than setting specific

visitation before June 6, 2000.   Absolutely nothing in the

Custody Order provides a limiting "intent" factor to the plain

language of the extended weekend provision.   To the contrary,

father's visitation rights are specifically divided in the

Custody Order between those occasions prior to June 6, 2000 and

those thereafter (Custody Order Sections 2A and 2B).   If the

school years after the 1999-2000 year were to be governed by the

same distinct arrangements made in the 1999-2000 provision,

there would be no purpose to differentiate the years after June

                              - 6 -
6, 2000, and would make subsections A and B of the Custody Order

superfluous.   Also, the Thanksgiving holiday weekend, per the

provisions of the Access Plan, is not an extended weekend; it is

specifically differentiated from the other weekends in the

school year.   To hold otherwise would require interpreting the

specific Thanksgiving provision to be an extended weekend when

it is father's year and not an extended weekend when it is

mother's year.

     While mother may have intended the Custody Order to limit

father's visitation in or out of Utah to once a month, this

intent is not a part of the Custody Order which is complete and

unambiguous.   Any ambiguity is created, not by the words of the

Custody Order, but rather, by mother's alleged intent asserted

to change the Custody Order in her favor. 1   Under the plain

language of the Custody Order, father is entitled to every

extended weekend during the school year, except where there are

specific provisions in the Custody Order to the contrary, i.e.



     1
       If there were any ambiguity on the face of the Custody
Order, we should construe it against mother as the scrivener.
"'[I]t is a familiar legal maxim that ambiguous contractual
provisions are construed strictly against their author.'"
Jennings v. Jennings, 12 Va. App. 1187, 1194, 409 S.E.2d 8, 13
(1991) (quoting American Realty Trust v. Chase Manhattan Bank,
222 Va. 392, 403, 281 S.E.2d 825, 831 (1981)). While this
Custody Order is not a contract, the Access Plan was
unilaterally created and written by mother on her motion for
sole custody upon her relocation to Utah, against father's
wishes. It would be a harsh result to allow mother to dictate
what the Custody Order may or may not provide.


                               - 7 -
Thanksgiving and Christmas.   There is nothing for the trial

court to interpret.

     We reverse the October 20, 2000 trial court order denying

father's motion 2 and remand for further proceedings consistent

with this opinion.

                                            Reversed and remanded.




     2
       The motion before the trial court on October 20, 2000 was
for clarification of the terms of the Custody Order entered June
29, 2000. There was no motion before the trial court, and
certainly no evidence, to modify the Custody Order. Any future
modification of this Custody Order will require notice,
opportunity to be heard, and a specific order.


                               - 8 -
Annunziata, J., dissenting.

     I respectfully dissent from the majority opinion and would

affirm the trial court's interpretation of the parties'

agreement.

     Interpretation, the ascertainment of the meaning of

contractual words, is an essential element in considering the

legal effect of informal or formal agreements.    11 Samuel

Williston, A Treatise on the Law of Contracts § 30:1 (4th ed.

1999).   Determining the intent of the parties is the lodestar of

interpreting a written document.    Williston, supra, § 30:2; see

also Lenders Fin. Corp. v. Talton, 249 Va. 182, 189, 455 S.E.2d

232, 236 (1995).

     While the court "should not undertake to construe away the

plain letter of a contract," Seward v. American Hardware Co.,

161 Va. 610, 625, 171 S.E. 650, 659 (1933), where the language

of a contract is susceptible of more than one construction, it

is the duty of the court to construe the language of the

agreement, pursuant to established rules of construction.     Great

Falls Hardware Co. of Reston v. South Lakes Village Ctr.

Associates, 238 Va. 123, 125-26, 380 S.E.2d 642, 643 (1989).       In

construing a contract the intention of the parties must be

ascertained from the entire instrument, as expressed in or

fairly implied in the writing.     Bott v. N. Snellenburg & Co.,

177 Va. 331, 338, 14 S.E.2d 372, 374 (1941).    All the provisions

of a contract shall be taken into consideration and reconciled,

                                 - 9 -
if possible, so that the true intent of the parties to the

contract may be ascertained.   Id. at 339, 14 S.E.2d at 374;

Justice v. Stuyvesant Ins. Co., 265 F. Supp. 63, 65 (S.D. W.Va.

1967) ("A desire to effectuate the intentions of the parties

creates the necessity of looking to the constituent elements of

the contract, elucidating one by the other and reconciling them,

if practicable, to one common intent or design present to the

minds of the contracting parties.").    "It is a well-recognized

principle that a contract should be construed as a whole,

thereby gathering meaning from its entirety and not from

particular words, phrases or clauses."    Northern Virginia Sav. &

Loan Ass'n v. J.B. Kendall Co., 205 Va. 136, 142, 135 S.E.2d

178, 183 (1964); see also Roanoke Marble & Granite Co. v.

Standard Gas & Oil Supply Co., 155 Va. 249, 254, 154 S.E. 518,

520 (1930).

     "In reconciling . . . provisions, any apparent

inconsistency between a clause that is general and broadly

inclusive in character, and a clause that is more specific in

character, should be resolved in favor of the latter."

Chantilly Constr. Corp. v. Commonwealth, 6 Va. App. 282, 294,

369 S.E.2d 438, 445 (1988); see also Bott, 177 Va. at 339, 14

S.E.2d at 374-75 ("[W]here there is a repugnancy, a general

provision in a contract must give way to a special one covering

the same ground.").   In construing contract documents as a

whole, the court will not treat any word or clause as

                               - 10 -
meaningless if any reasonable interpretation consistent with the

other portions of the contract can be ascribed to it.       The

contract must be construed so as to give effect to every part of

it, as parties are not presumed to have included a provision of

no effect.     Ross v. Craw, 231 Va. 206, 214, 343 S.E.2d 312, 317

(1986); see also First Am. Bank of Virginia v. J.S.C. Concrete

Constr., Inc., 259 Va. 60, 69, 523 S.E.2d 496, 501 (2000).

Thus, "when two provisions of a contract appear to be mutually

conflicting, they should be reconciled if a reasonable basis for

reconciliation is afforded by the instrument's language."         First

Am. Bank, 259 Va. at 69, 523 S.E.2d at 501.

     In reaching its conclusion in this case, the trial court

found:

             [T]he language, "Tom to have children over
             the extended weekends throughout the school
             year," is to express the general
             understanding of the parties that for months
             that have extended weekends, those will be
             the weekends selected [for visitation with
             Tom]. And I think that the proposed
             schedule which then falls out . . . is the
             plan schedule. . . . I don't read the
             general language with regard to extended
             weekends to be a blanket right for long
             weekends beyond one long weekend a month. I
             think . . . the whole intention of the
             parties . . . [is] reflected in the
             specifics of the schedule.

     A close review of the provisions in question supports the

trial judge's interpretation of the clauses at issue.       The

visitation schedule for the father, or what the parties

denominated his "access" to the children, was set forth in a one

                                - 11 -
page proposal, drafted by the mother, and adopted, with certain

modifications, by the trial court.     The plan is drafted in two

parts.   It begins with general provisions addressing issues such

as which parent is to have the children during spring break,

Thanksgiving, Christmas and summer vacation. 3   Among those

provisions is found the language in which the current dispute is

rooted, to wit, "[father] to have children over the extended

weekends throughout the school year."


     3
       The first half of the document entitled "Proposed
Custodial Access" provided the following:

           Tom to have children for Spring Break every
           year.
           Tom and I to alternate Thanksgiving holidays
           with Tom having the children on the even
           years and Katherine during the odd years.
           Tom and I to split the Christmas vacation
           with the children with Tom having the
           children on Christmas during the odd years
           and Katherine during the even years.
           Tom to have children over the extended
           weekends throughout the school year.
           Summer vacation to be evenly divided with
           Tom having the children during the first
           half of the summer during the odd years and
           Katherine during the even years. The summer
           vacation period will be defined as the first
           weekend after school is out to the weekend
           prior to the start of school.
           Tom may visit the children when he is in
           Utah not more than one weekend/month when
           not otherwise scheduled for a visitation
           during that month excluding the summer
           vacation period.
           Tom may converse with the children at any
           time they are with me (and vice versa) by
           phone, e-mail or regular mail during
           non-sleeping hours. The children's bedtime
           will be defined as 9:00 p.m. in whichever
           time zone they are located.

                              - 12 -
     The second half of the plan is entitled, "The proposed

schedule for the remainder of 1999 through the 2000 school year

. . . ." 4   Although the schedule is, on its face, limited to a


     4
         The second half of the plan provided the following:

             June 28 through July 23, 1999 – boys with
             Tom.
             July 24 through August 20, 1999 – boys with
             Katherine.
             August 21 through September 3, 1999 (after
             school) – boys with Katherine for school.
             ***Start of school is August 25, 1999***
             September 3 (after school) through September
             6, 1999 – boys with Tom for Labor Day
             weekend.
             September 6 through October 6, 1999 (after
             school) -- boys with Katherine for school.
             October 6 (after school) through October 10,
             1999 – boys with Tom for long weekend
             (school out on 7th and 8th for UEA).
             October 10 through October 28, 1999 (after
             school) – boys with Katherine for school.
             October 30, 1999 through December 21, 1999
             (after school) – boys with Katherine for
             school and Thanksgiving holiday since 1999
             is odd year.
             December 21 (after school) through December
             26, 1999 – boys with Tom for Christmas
             vacation (boys with Tom for Christmas since
             1999 is an odd year).
             December 26, 1999 through January 14 (after
             school), 2000 – boys with Katherine for
             second half of Christmas vacation and
             school.
             January 14 (after school) through January
             17, 2000 – boys with Tom for long weekend
             (school out on 17th for Human Rights
             Holiday).
             January 17 through February 18 (after
             school), 2000 – boys with Katherine for
             school and one teacher in-service day off
             from school on January 21, 2000.
             February 18 (after school) through February
             21, 2000 – boys with Tom for long weekend
             (school out on 21st for President's Day).

                                - 13 -
single school year, beginning and ending with summer visitation,

the trial court made it effective for subsequent years until

changed by court order.

     In this section of the plan, as incorporated into the

decree, specific dates for the children's visitation with each

parent were set forth; the division of the summer period for

visitation by date was specified, as were the Christmas and

Easter breaks.   All the remaining dates in the adopted schedule

refer to weekend visitation.   In no instance did the specific

schedule set forth visitation with the father in Virginia on

more than one weekend per month, and in every instance, the once

monthly visitation with father was set on a weekend in which the

children had at least one extra day off from school.   In

addition, no long weekend visitation was scheduled in those




          February 21 through March 14 (after school),
          2000 – boys with Katherine for school.
          March 14 (after school) through March 17,
          2000 – boys with Tom for long weekend
          (school out on 17th for teacher in-service).
          March 17 through April 20 (after school),
          2000 – boys with Katherine for school.
          April 20 (after school) through April 30,
          2000 – boys with Tom for Easter break.
          April 30 through May 26 (after school), 2000
          – boys with Katherine for school.
          May 26 (after school) through May 29, 2000 –
          boys with Tom for Memorial Day Weekend.
          May 29 through June 6, 2000 – boys with
          Katherine for school.
          June 6 through first half of summer – boys
          with Katherine for summer vacation.
          Second half of summer – boys with Tom.

                               - 14 -
months in which an extended holiday visitation was planned such

as Christmas, Easter, and summer vacation.

     The majority opinion fails to assign any meaning to the

specific schedule set forth in the parties' agreement, noting

that the specific schedule was for one school year only and was

not intended to govern in subsequent years.   The conclusion

ignores the trial court's specific order, however, that the

plan, both its general and specific provisions, was to govern he

parties' conduct from the date of the order until modified by

the court.   The analysis also fails to explain why the parties

who, after purportedly agreeing to visitation on every extended

weekend of the school year, at the same time implement, by

agreement, a schedule which defines weekend visitation in a far

more limited way.

     The custody provisions are set forth in the court order in

paragraph 2A which addresses visitation before June 6, 2000, and

paragraph 2B which addresses visitation after June 6, 2000.     The

majority reasons that this differentiation of periods

establishes the court's intent that the specific schedule set

forth in the Plan for the 1999–2000 school year is not to govern

the parties' visitation schedule in subsequent years. 5   The

"differentiation" reflected in sections 2A and 2B, however, is



     5
       The majority acknowledges that, "the specific provisions
for the 1999-2000 school year likely override the general
provisions of the Custody Orders as to that year . . . ."

                              - 15 -
only with respect to summer visitation and the additional right

accorded to each parent to exercise visitation when the children

are visiting with the other parent. 6   The Proposed Access Plan,

with both its general provisions and specific schedule, is

otherwise adopted in its entirety and without modification by

the court.

     In short, the majority opinion fails to construe the

parties' agreement as a whole and confines itself to

interpreting the general phrase which states that father is "to

have children over the extended weekends throughout the school

year."   In so doing, it addresses the general provision

regarding visitation outside the context of the entire agreement

and thereby finds the import of the phrase clear and requiring

no interpretation.   However, when read together with the

specific visitation schedule that follows, as rules governing

the construction of written documents require, the apparent

clarity is dispelled, and the expression of the parties' intent

becomes manifestly inconsistent.

     To properly interpret this document, the facially

inconsistent general provisions must be reconciled with the



     6
       In paragraph 2B, for example, the father is awarded
enlarged visitation in the summer; instead of sharing the summer
period equally with the mother, beginning in the summer of 2001,
father is awarded visitation for the entire summer with the
exception of a short period after school ends and before it
begins in the fall.


                              - 16 -
specific.   See Seward, 161 Va. at 625-26, 171 S.E. at 659. 7

Furthermore, in reconciling provisions, any apparent

inconsistency between a clause that is general and broadly

inclusive in character, and one that is more specific in

character should be resolved in favor of the latter.    Chantilly,

6 Va. App. at 294, 369 S.E.2d at 445; see also Bott, 177 Va. at

339, 14 S.E.2d at 374-75.   Applying the relevant principles of

law in this case would result in affirming both the reasoning

and the conclusion of the trial court.

     Finally, I note that adherence to the visitation schedule

as interpreted by the majority, would, at certain times of the

school year, require the children to travel from Utah to

Virginia, two or three times in one month, a schedule which

improperly imposes unreasonable burdens on the children and

their school year schedule.   See Pettibone Wood Mfg. Co. v.

Pioneer Constr. Co., 203 Va. 152, 157, 122 S.E.2d 885, 889

(1961) (construction of an agreement should be reasonable and

just).

     In short, I find that the parties themselves defined the

term, "extended weekend" by setting forth a specific schedule


     7
       The inconsistency arises by virtue of the fact that the
former may be interpreted as granting husband from the very
inception of his visitation schedule as ordered in the court's
decree every extended weekend in the school year irrespective of
the number of extended weekends falling within any one month;
under the latter specific provision, the husband's visitation is
limited to no more than one time each month and coincident with
an extended weekend.

                              - 17 -
implementing the general visitation plan in their agreement.   I

further find that the trial court did not err in its

interpretation of the agreement.   It is both reasonable and just

and avoids the undue burden on the children that inheres in

husband's proposed interpretation. 8   I would affirm.




     8
       In an earlier proceeding brought before the court on
husband's rule to show cause, a similar interpretation of the
agreement language was obtained. In that proceeding the husband
asked the court to hold wife in contempt on the ground, inter
alia, that she had deprived him of one of the extended weekends
intended under the agreement. The weekend in question was a
weekend not delineated in the specific schedule set forth in the
decree, although it was a "long" weekend. However, it was one
of two "long" weekends falling in the month of October, the
first having been designated as the extended weekend for
visitation with husband. The court dismissed the rule, finding
none of the allegations had been proved, including the one
premised on husband's asserted interpretation of the terms
"extended" weekend.


                              - 18 -
