                     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.
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,




                                - 4 -
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



                               - 5 -
          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.




                              - 6 -
        Reversed and dismissed.




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