Present: All the Justices

FAR EAST BANK/VIEN DONG
NGAN HANG, ET AL.
                      OPINION BY JUSTICE LEROY R. HASSELL, SR.
v. Record No. 981335               April 16, 1999

VINH Q. DANG, ET AL.

       FROM THE CIRCUIT COURT OF THE CITY OF ALEXANDRIA
                   Donald M. Haddock, Judge

     In this appeal, Far East Bank and its purported

shareholders seek to recover a portion of a fund deposited

with the general receiver of the circuit court.   The

dispositive issue we consider is whether the appellants have

established that they are shareholders of the Bank, which was

allegedly expropriated by the government of Vietnam.

     The procedural history of this case is complex and

involves many facts which are not pertinent to our resolution

of this appeal.   We will discuss only those facts which are

essential to the precise issues presented here.

     Vinh Q. Dang and Dien Van Phan, shareholders in Donai

Construction and Industrial Company, t/a Docico Corporation

(DOCICO), filed an amended bill of complaint requesting that

the circuit court determine their interests in a fund in the

sum of $1,002,892.03 held by the Crestar Financial

Corporation.   The circuit court entered an order of

publication to provide notice to all persons who may have

interests in the fund.   Appellants, Far East Bank and its
alleged shareholders, Hong Thi Nguyen, Vuong Trieu Ly, Tuyen

Thi Vuong, Minh K. Nguyen, Toan Cao Phan, and Nguyen Khac

Quyen, filed a notice of claim asserting that Far East Bank

had made a loan to DOCICO in the amount of $1,301,707, and

that these purported shareholders were entitled to repayment

of the loan from the funds held by Crestar Financial

Corporation on behalf of DOCICO.

      The appellees, who are creditors or shareholders of

DOCICO, filed pleadings and asserted various interests in the

fund. *   The chancellor ordered that Crestar Financial

Corporation deposit the fund with the court's general

receiver, and the chancellor referred the matter to a

commissioner in chancery who heard the following evidence.

      In 1973, DOCICO, which was organized in Saigon, Vietnam,

executed a construction contract with the United States Agency

for International Development.    Pursuant to the terms of that

contract, DOCICO performed highway construction work in

Vietnam.    In 1975, the Agency for International Development

suspended work on DOCICO's construction project because of


      *
       The appellees are: Vinh Q. Dang, Dien Van Phan, Nguyen
Ngoc Dung, Nguyen Ngoc Lan, The Estate of Nguyen Van Chung, Ha
Van Sanh, Nguyen Dang But, Ha Ngoc Long, Ha Ngoc Min, Chuong
Quoc Lai, The Estate of Man Lai, Nguyen Van The, Tran Van
Cuong, Lai Nam Huong, The Estate of Phu Than Vo, Thai Bin
Huynh, Thomas R. Averna, Construction and Industrial
Development Corporation, Ltd., My Nguyen, and Julien
Graystone.

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events occurring in the Vietnam War.    At the time of the

suspension of work, the Agency for International Development

owed DOCICO money for work performed.   DOCICO, in turn, owed

money to its subcontractors.

     In 1980, DOCICO's shareholders voted to pursue a claim on

behalf of DOCICO against the United States government for

payment for work performed.    In 1987, appellant, Nguyen Khac

Quyen, who is also a shareholder of DOCICO, filed an

application for a license with the United States Treasury

Department, Office of Foreign Assets Control, and sought

permission to recover on behalf of DOCICO the sums that the

United States owed DOCICO.    Quyen stated under oath that he

had personal knowledge of all facts contained in the

application and that no one other than those persons

identified in the application had any interest in the fund

that DOCICO sought to recover from the United States.   Quyen

specifically did not identify any claim on behalf of Far East

Bank, a corporation of which he claimed to have been an

officer and director since the early 1970s.   Additionally,

Quyen did not list Far East Bank on the application even

though he testified later that he personally approved the loan

that Far East Bank purportedly made to DOCICO.

     Quyen testified that when he was president or chairman of

Far East Bank in 1974, representatives of DOCICO requested a


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loan so that it could perform the construction contract with

the Agency for International Development.    Far East Bank

approved the loan, and the Bank executed promissory notes with

DOCICO.    Quyen believed that the original promissory notes are

in Saigon in the possession of Far East Bank, which he assumed

had been "nationalized or . . . expropriated . . . by the

government of Vietnam."

        Quyen also testified that he was president or chairman of

Far East Bank and that he owned about 30% of the stock in that

Bank.    He was not asked, and he did not testify, about any

other information relevant to the Bank's issuance of stock.

        Ha Van Sanh, a shareholder in DOCICO, testified that he

met with Quyen on behalf of DOCICO in 1974 and requested a

loan.    Sanh stated that he, along with other DOCICO

shareholders, paid the loan, or a portion of it, in return for

permission from the government of Vietnam to leave that

country.    In 1992, the United States government settled

DOCICO's claim by paying the sum of $1,002,892.03 in an

account with the Crestar Financial Corporation in Virginia.

        At the conclusion of a two-day hearing, the commissioner

ruled, among other things, that the purported shareholders of

Far East Bank failed to present any evidence that they "ever

held any stock ownership in Far East Bank which was located in

Saigon, Vietnam."    The chancellor overruled the purported


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shareholders' objections to the commissioner's report and,

subsequently, the chancellor entered a decree which determined

the litigants' interests in the fund.

     On appeal, Far East Bank and its purported shareholders

argue, among other things, that the chancellor erred by

approving the commissioner's report because they claim that

they established that they are shareholders in Vietnamese Far

East Bank.   Responding, the DOCICO shareholders and creditors

assert that Far East Bank's purported shareholders failed to

establish that they own any interests in that Bank.

     We will apply our well-established standard of review in

resolving this appeal.   A decree which approves the

commissioner's report will be affirmed unless plainly wrong or

without evidence to support it.       Chesapeake Builders, Inc. v.

Lee, 254 Va. 294, 299, 492 S.E.2d 141, 144 (1997); Firebaugh

v. Hanback, 247 Va. 519, 525, 443 S.E.2d 134, 137 (1994); Hill

v. Hill, 227 Va. 569, 576-77, 318 S.E.2d 292, 296-97 (1984).

Even though the report of a commissioner in chancery does not

carry the weight of a jury verdict, Code § 8.01-610, the

report should be sustained by the chancellor if the

commissioner's findings are supported by the evidence.      This

rule applies with particular force to factual findings in the

report which are based upon evidence heard by the

commissioner, but does not apply to pure conclusions of law


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contained in the report.   Chesapeake Builders, Inc., 254 Va.

at 299, 492 S.E.2d at 144; Morris v. United Virginia Bank, 237

Va. 331, 337-38, 377 S.E.2d 611, 614 (1989); Hill, 227 Va. at

576-77, 318 S.E.2d at 296-97.

     Applying these principles, we hold that the record

supports the chancellor's decree sustaining the commissioner's

ruling that the purported shareholders failed to prove that

they owned any stock interest in Far East Bank located in

Saigon, Vietnam.   The record is simply devoid of any evidence

that Vuong Ly, Hong Nguyen, Tuyen Vuong, Minh Nguyen, or Toan

Phan owned any stock in the Bank.      No witness testified that

these claimants were shareholders of the Vietnamese bank.

     It is true that Quyen testified that he owned 30% of the

stock of Far East Bank in Vietnam in 1974.      However, the

commissioner, who saw, heard, and evaluated Quyen's testimony,

apparently did not believe him.       And, the commissioner was not

required to accept Quyen's testimony because Quyen's testimony

about material factual issues was contradicted by other

witnesses and a sworn statement that he had signed.       See

Zirkle v. Commonwealth, 189 Va. 862, 870, 55 S.E.2d 24, 29

(1949); Limbaugh v. Commonwealth, 149 Va. 383, 398, 140 S.E.

133, 137 (1927).   Thus, we cannot conclude, based upon the

record before us, that the commissioner erred by rejecting

Quyen's testimony.


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        We also observe that appellant Minh Nguyen testified that

a bank located in California is also known as the Far East

Bank.    Nguyen stated that this particular bank is "recognized

by the government in California and is now a corporation or a

company of the California State."     Nguyen testified that he

owned 283 shares in a bank, but the commissioner, who observed

Nguyen and heard his testimony, found that Nguyen did not own

stock in the Vietnamese Far East Bank, but that he owned stock

in the California bank.

        The undisputed evidence of record reveals that the

purported shareholders planned to convene a meeting and decide

what to do with any proceeds they may have acquired as a

result of this litigation.    Quyen testified that he did not

even know whether the appellant Far East Bank "still exists."

Even though Far East Bank is a party in this appeal, the

record is devoid of any evidence that either the Bank's board

of directors or its officers authorized anyone to assert a

claim in this proceeding.     See Code §§ 13.1-673, -693, and -

694.    Thus, the chancellor did not err in rejecting the Bank's

claim.

        In view of our disposition of this appeal, we need not

consider the litigants' remaining arguments.    Accordingly, we

will affirm the chancellor's decree, and we will remand this




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proceeding so that the chancellor may supervise the

distribution of the fund held by the general receiver.

                                         Affirmed and remanded.




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