join, dissenting in part and concurring in part.
I dissent from those parts of the opinion that sustain the judgment awarding damages, attorney’s fees and costs on the conspiracy charge and denying a recovery on the tortious interference with contract claim. For the reasons set forth later, I would enter judgment confirming the jury’s verdict for compensatory and punitive damages on Tazewell’s tortious interference claim.
I concur in the result in the rulings upon instructions and the application of the settlement amounts to Tazewell’s award but assign different reasons therefor.
I join the balance of the majority opinion.
I. CONSPIRACY CHARGE
The jury found that UVB’s agreement to the liquidation of Tazewell’s accounts receivable and inventory was in violation of Code § 18.2-499(a). I think that the standard to be applied to this issue was established in our holding in the recent case of Greenspan v. Osheroff, 232 Va. 388, 351 S.E.2d 28 (1986), a case relied upon by UVB and not discussed by the majority. Paraphrasing the language in Greenspan, which construed this statute, I would hold that if
the fact-finder is satisfied from the evidence that the defendant’s primary and overriding purpose [was] to injure [Tazewell in its business], motivated by hatred, spite, or ill-will, the element of malice required by Code § 18.2-499 is established, notwithstanding any additional motives entertained by [UVB] to benefit [itself] or persons other than the victim.
Id. at 398-99, 351 S.E.2d at 35-36 (emphasis added).
In Greenspan, the evidence was sufficient to show that a younger doctor’s “primary and overriding purpose” was to injure the older doctor in his profession in order to acquire his patients. And, in this case, unless the evidence is insufficient as a matter of law to sustain a finding that UVB’s “primary and overriding purpose” was to destroy Tazewell, and that this purpose was “motivated by hatred, spite, or ill-will,” rather than a motive to effect an immediate collection of its debts, the judgment on this count *117should be affirmed. However, I conclude that the evidence in this case is insufficient to prove malice.
Tazewell contends that
the evidence permitted the jury to conclude that the banks, increasing [ly] irritated in their dealings with Tazewell, had agreed to destroy Tazewell by shutting off the cash necessary for its continued operations in order to prevent Tazewell from exercising its legal right to seek the protection of chapter 11 of the United States Bankruptcy Code. The banks’ intentional destruction of Tazewell to prevent a chapter 11 reorganization was in complete disregard of Tazewell’s rights and was utterly without legal justification.
Tazewell claims that five aspects of the evidence suffice to infer a conspiracy to “destroy” Tazewell. In order and summarized, they are: (1) “the real motivation” of “forestall [ing] a chapter 11 filing”; (2) no legitimate purpose for UVB to subordinate its lien on Tazewell’s accounts receivable to M&M; (3) action taken in secret without the required default notices in order to deprive Tazewell of the opportunity to protect its interests; (4) a materially false pretense that the Cardinal and Tazewell accounts receivable had been commingled, necessitating the injunctions sought when the banks’ secret agreement obviated their segregation; and (5) “inconsistent and incredible statements” of bank witnesses giving “graphic evidence of the guilty mind with which their conspiracy proceeded.” Additionally, Tazewell notes that UVB used a permissible, but what its experts testified was the “least effective” method of realizing upon its security - “notification financing.”
I consider this evidence sufficient to support a factual finding that the methods employed by UVB in its efforts to make an immediate collection of Tazewell’s debts were indefensible and exhibited a willful disregard of Tazewell’s rights. Indeed, as Tazewell contends, UVB’s secret actions and inconsistent statements tend to show that UVB intended “to forestall a chapter 11 filing” because it realized that a filing under the Bankruptcy Act would have delayed its collection efforts. See 11 U.S.C. § 3625.1
*118Although UVB used the methods described, and was willing to sacrifice the possibility of a maximum return at a future date for an immediate but smaller return, I cannot agree that such a purpose constitutes a “primary and overriding purpose” to destroy Tazewell, one motivated by “hatred, spite, or ill-will.” Unlike Greenspan, where the evidence showed that it was necessary that the younger doctor injure the older doctor’s business in order to acquire it for himself, nothing in this record supports an inference that UVB had to destroy Tazewell in order to collect its debt, or that UVB’s employees were motivated by any element of malice. UVB’s conduct shows only that its “primary and overriding purpose” was to effect an immediate collection of Tazewell’s indebtedness, not to destroy the debtor. It is true, as the majority says, that the jury instruction using the language of the conspiracy statute is “the law of this case.” But that language as construed and applied in Greenspan requires proof of a “primary and overriding purpose . . . motivated by hatred, spite, or ill-will.”
Thus, viewing the evidence in the light most favorable to Tazewell, I would hold that the evidence is insufficient, as a matter of law, to support a finding of “the element of malice required by Code § 18.2-499.” Greenspan, 232 Va. at 399, 351 S.E.2d at 35-36. Accordingly, I would reverse that part of the judgment of the trial court awarding damages on the conspiracy claim.
Because any award of attorney’s fees in Tazewell’s case against UVB is dependent upon UVB’s violation of the conspiracy statute, I would also reverse that part of the judgment of the trial court that awards attorney’s fees and costs to Tazewell.
II. TORTIOUS INTERFERENCE WITH CONTRACT
A. Compensatory Damages
The trial court provided in its judgment that if the “conspiracy count be overturned for any reason,” Tazewell would be entitled to recover the $600,000 compensatory and punitive damage award for UVB’s tortious interference with its contract with M&M. Accordingly, I would consider the merits of this claim as well.
The necessary elements of the cause of action for tortious interference with contract (tortious interference) are noted as:
*119(1) the existence of a valid contractual relationship or business expectancy; (2) knowledge of the relationship or expectancy on the part of the interferer; (3) intentional interference inducing or causing a breach or termination of the relationship or expectancy; and (4) resultant damage to the party whose relationship or expectancy has been disrupted.
Chaves v. Johnson, 230 Va. 112, 120, 335 S.E.2d 97, 102 (1985) (citation omitted).
I look first at that part of the contract underlying Tazewell’s claim of tortious interference. Paragraph (9) of the February 8 agreement provides that if Cardinal “violate [s] any of the terms of this agreement, the Cardinal Fuels Inc. debt will become due and payable in full, if the company remains in default 15 days after written notification.”
According to UVB, the evidence is deficient in several respects. First, it fails to show UVB’s knowledge of M&M’s February 8 contract. However, Mr. Street, the attorney for both M&M and UVB at the time the May 31 agreement was performed, was aware of all of the terms of the February 8 agreement. Unlike Bostic v. Amoco Oil Co., 553 F.2d 329, 335 (4th Cir. 1977), cited by UVB, in which the attorney was “primarily” the adverse party’s attorney and notice to him was not imputed to one who paid the attorney, both banks employed Mr. Street for a common purpose. Because the execution of the May 31 agreement was dependent upon the February 8 agreement, I conclude that this knowledge was imputed to UVB when Mr. Street became its attorney in its performance. Lebowitz v. McPike, 157 Conn. 235, 242-43, 253 A.2d 1, 5 (1968); Farr v. Newman, 14 N.Y.2d 183, 187, 199 N.E.2d 369, 371, 250 N.Y.S.2d 272, 275 (1964).
Additionally, Bowman’s pencilled notations of his extensive conversations with Graham, as well as the other information he acquired before May 30, suffice to allow one to infer that he knew Cardinal had a contract for deferred payments to M&M and that the payments might be current. This knowledge imposed a duty on Bowman to make further inquiry as to the terms of the February 8 agreement. Galleria Towers, Inc. v. Crump, Warren and Sommer, Inc., 831 P.2d 908,_(Colo. Ct. App.) (November 7, 1991). Had Bowman done so, he would have discovered the notice requirement in the agreement.
*120Hence, I consider the evidence sufficient to support the jury’s finding that Bowman knew, or should have known, of the notice provision of M&M’s contract with McLaughlin.
Next, UVB asserts that it cannot be liable because M&M did not breach its February 8 contract with Tazewell. UVB reads the requirement-of-notice provision as limited to M&M’s right to accelerate payment of Tazewell’s debt and not affecting M&M’s right to seize the collateral prior to acceleration. However, the notice provision can also be read as providing that there could be no seizure of the collateral until the debt is due and payable in full.
Nevertheless, UVB argues that, because this provision was written by McLaughlin, it should be construed against him. However, if contractual terms are ambiguous, “the construction placed upon a contract by the parties will be accepted by the court.” Blair, Inc. v. Norfolk Redev. and Housing Auth., 200 Va. 815, 819, 108 S.E.2d 259, 262 (1959) (quoting Camp v. Wilson, 97 Va. 265, 269, 33 S.E. 591, 592 (1899)).
Graham thought M&M had to give notice, as evidenced by a letter he wrote McLaughlin on May 8. Additionally, Graham told Bowman during their discussions leading up to the decision to seize the collateral that he had given Cardinal notice of default. And, when Graham told McLaughlin that M&M was “moving on” the accounts receivable and McLaughlin protested that he had not been given notice, Graham did not reply that notice was not required. Yet, at trial, Graham claimed that his May 8 letter to McLaughlin was a notice of default. Accordingly, I would adopt the parties’ pretrial construction of the February 8 contract as requiring M&M to give Tazewell notice before it could seize Tazewell’s accounts receivable.
Even if M&M had to give notice, UVB contends that Graham’s letter of May 8, complaining of McLaughlin’s failure to furnish the equipment lists and appraisals, was a notice of a default. However, that letter did not expressly declare a default, and the jury decided that its ambiguous terms did not constitute a notice of default.
Accordingly, I would hold that the evidence was sufficient to create a factual issue on the question whether M&M breached the notice provisions of the contract in its seizure of Tazewell’s collateral.
Even so, UVB contends that it did not induce the breach, that M&M would have “moved on” Tazewell’s accounts receivable *121without UVB’s participation. I would reject this contention out of hand. The jury was justified in believing Graham’s testimony on cross-examination that he told Bowman M&M “had no idea of moving to try to protect [its] interest unless there was an agreement that could be reached between [M&M and UVB].”
Finally, UVB maintains that its actions were privileged because it had a right to subordinate its interest to M&M’s lien.2 The issue, however, is not one of subordination but whether M&M had a right to seize this collateral without notice. On disputed facts, the jury found that M&M did not have such a right and, therefore, UVB had no right to induce M&M to breach its contract with Tazewell. Lacking such a right, UVB’s actions were not privileged.
For all these reasons, I would conclude that the evidence was sufficient to support the jury’s finding and the court’s conclusion that UVB had tortiously interfered with Tazewell’s contract with M&M. Accordingly, I would enter final judgment on the jury’s verdict for compensatory damages.
B. Punitive Damages
UVB contends that the evidence does not support a punitive damage award for two reasons.
First, UVB insists that it had the “legal right” to enter into the agreement. As I have explained, UVB had no “legal right” to enter into the agreement.
Second, UVB contends that M&M’s malice in breaching its February 8 agreement with Tazewell cannot be imputed to UVB. However, the issue is not one of imputation, but whether UVB acted with a willful and wanton disregard of Tazewell’s rights in contracting with M&M for its seizure of Tazewell’s accounts receivable.
And, as I pointed out earlier, the evidence supports a finding that UVB’s indefensible methods of collecting its debt exhibited a willful disregard of Tazewell’s rights. Therefore, I would conclude that there was sufficient evidence to justify an award of punitive damages for tortious interference against UVB and would enter final judgment on the jury’s verdict for punitive damages.
*122III. INSTRUCTIONS
A. Instructions Granted
I agree with the majority that the trial court did not err in granting and refusing certain instructions. However, I would tell UVB why the court “concluded that the trial court did not err in charging the jury.”
UVB contends that the court should have expressly included the requirement of a finding by the greater weight of the evidence in Tazewell’s finding instruction on tortious interference.3 However, I believe that the trial court noted correctly that this burden of proof was covered in the general burden of proof instruction.
Next, UVB argues that two instructions to the effect that M&M could not take possession of the collateral without giving written notice of default were erroneous in failing to take into account “M&M’s independent right of possession in the event of default.” As noted earlier, the contract could be construed as requiring written notice of default before the collateral was seized. Hence, I would hold that the challenged instructions were not erroneous.
Finally, UVB contends that two instructions erroneously imputed to it the knowledge of its attorney. As has been pointed out, ordinarily a client is bound by his attorney’s knowledge. And, I find no valid reason why UVB should not be bound by Mr. Street’s knowledge.
B. Instructions Refused
UVB complains that the court refused to instruct the jury that Tazewell had to prove UVB’s actual knowledge of the M&M - Tazewell contract before recovering for its tortious interference. This instruction was properly refused because, as was said earlier, constructive knowledge of a contract may give rise to a claim for its tortious interference.
UVB alleges that the court erred in refusing to instruct the jury that if Tazewell was not a going concern when its assets were seized, then M&M did not violate generally accepted commercial *123standards in causing the assets to be seized. As the trial court observed, this was a matter for argument and I do not think that it needed to be covered in an instruction.
UVB complains of the trial court’s failure to grant two of its instructions dealing with Tazewell’s burden to prove that UVB’s actions caused M&M’s breach of the contract. Both instructions included language that UVB’s actions must have contributed in a “material and substantive” way to that breach. These instructions were argumentative and Tazewell’s burden was stated correctly in other instructions. Hence, I would hold that the instructions were properly refused.
Finally, UVB argues that the court erred in refusing an instruction that an interference with a contract was not wrongful if undertaken in the exercise of a legal interest or right. I conclude that this instruction was properly refused because the issue was covered in another instruction.
IV. REDUCTION OF VERDICTS BY SETTLEMENT AMOUNTS
The court reduced the awards by the full amounts recited as payment for the releases. Tazewell contends that the court erred in doing so because the settlements included claims of other parties against Grundy and M&M, as well as Tazewell’s claims against those banks other than those for conspiracy and tortious interference. However, at the post-trial hearing on this issue, Tazewell introduced no evidence of the respective amounts paid to each of the multiple parties who released various claims, or of the value of its conspiracy and tortious interference claims against M&M and Grundy. On the other hand, apart from introducing the releases, UVB introduced no evidence to support its contention that the remaining claims of Tazewell, its related corporations, or the accommodation parties were for injuries indivisible from those inflicted by the alleged conspiracy and tortious interference.
As noted earlier, Code § 8.01-35.1 provides that any sums received in settlement from other “persons liable in tort for the same injury [or] property damage . . . shall be considered by the court in determining the amount for which judgment shall be ■entered.” (Emphasis added.) In order to make that determination, the court must decide whether the claim settled is the “same injury [or] property damage.” If it is, the court then determines “whichever is the greater” of “the amount stipulated by the cove*124nant or the release, or . . . the amount of the consideration paid for [the covenant or release].”
But where claims are only partly settled, other factors must be considered by the court in making the determination required by Code § 8.01-35.1. In these unusual settlements, involving multiple claims of multiple parties who are closely associated, the trial court was also confronted with the necessity of determining the nature and value of those claims in order to decide whether the settlement of those claims and the value of the remaining claims of those parties affect “the amount of the consideration paid for [the release of the claims under consideration].” Code § 8.01-35.1 (emphasis added).
To make that determination, the trial court should have had evidence of the nature and value of: (1) the liabilities that could be asserted in relation to the facts giving rise to the claims released, as well as of any related claims not released; and (2) the injuries and damages that could be claimed by (a) the parties who joined in the releases and covenants not to sue, and (b) those parties having a close relationship with the releasors.
Hence, I review the record to ascertain whether it contains sufficient information for the trial court to decide whether all or any part of the “consideration paid” for the releases should be considered “in determining the amount for which judgment shall be entered.”
Tazewell, McLaughlin, Sylvia O. McLaughlin, William W. McLaughlin, and Carroll G. Mays, Southside, and a number of its affiliates, including Cardinal, settled with Grundy. Tazewell, Cardinal, Southside, and McLaughlin “[individually, in their own stead and on behalf of their mutual and respective parent, subsidiary and affiliated corporations and all partnerships and joint ventures in which they have an interest,” settled with M&M.
I will consider claims of Tazewell, the accommodation parties, and McLaughlin’s corporations in that order.
A. Tazewell's Claims
Tazewell’s claims are reflected in the following summary of the counts in Tazewell’s motion for judgment against UVB, M&M, and Grundy:
Count 1 - M&M’s breach of its agreement by seizing Tazewell’s accounts receivable and checking accounts.
*125Count 2 - M&M’s breach of fiduciary duty in perfecting its lien on Tazewell’s accounts receivable before its demand notes had been converted into installment notes as provided in the February 8 agreement.
Count 3 - M&M’s tortious interference with Tazewell’s checking account contract with Grundy.
Count 4 - M&M’s conversion of Tazewell’s property by exercising dominion over Tazewell’s checking account in Grundy.
Count 5 - M&M’s conspiracy with UVB and Grundy to seize Tazewell’s assets.
Count 6 - UVB’s tortious interference with M&M’s contract with Tazewell.
Count 7 - UVB’s conspiracy with M&M and Grundy to injure Tazewell’s business.
Count 8 - Grundy’s breach of contract with Tazewell in dishonoring its checks after receiving the other two banks’ notices not to honor Tazewell checks.
Count 9 - Grundy’s wrongful dishonor of checks giving rise to common-law claim.
Count 10 - Grundy’s wrongful dishonor of checks giving rise to statutory claim.
Count 11 - Grundy’s conspiracy with other two banks.
Count 12 - Grundy’s breach of contract in placing holds on Tazewell’s accounts.
At trial, Tazewell claimed that M&M’s acts of conspiracy and tortious interference resulted in the destruction of Tazewell as a business. Tazewell claimed that UVB was a co-conspirator with Grundy and M&M in Tazewell’s destruction. Hence, Tazewell’s conspiracy claim against Grundy and M&M as co-conspirators with UVB is clearly included in the settlement, and the proportionate “consideration paid” to settle those claims should be determined and deducted from the award.
Tazewell, however, had other claims against Grundy and M&M that were not considered in the trial of the case. Paraphrasing the language in Shortt v. Hudson Supply, Etc., Co., 191 *126Va. 306, 310, 60 S.E.2d 900, 902-903 (1950), I think that the extent to which the amounts paid in the settlement of those other claims by Grundy and M&M to Tazewell were a part of “but a single claim,—an indivisible cause of action for damages for [its destruction] arising out of [the seizure of its assets and that] . . . it is immaterial whether those guilty of the wrongdoing were, strictly speaking, joint tort-feasors.”4
On rehearing, to the extent that the evidence indicates that Tazewell’s injuries or damages resulting from the conduct of Grundy or M&M is indivisible from injuries and damages resulting in Tazewell’s destruction, I think that the proportionate amounts of “consideration paid”, for the prior settlements should be deducted from the jury award. On the other hand, if the evidence indicates that such injuries and damages are divisible from those of Tazewell’s destruction, I do not think that the portion of the settlement award paid for those injuries and damages should be deducted from the present jury award. However, if some of the settled claims are indivisible and others are divisible, I believe that the trial court must determine the proportion of the “consideration paid” for the release that should be deemed to relate to the indivisible claims, and should deduct only that portion of the “consideration paid” from the jury award.
B. Other Parties’ Claims
I agree with Tazewell that the settlement of other parties’ claims unrelated to Tazewell’s judgment against UVB cannot be credited against its judgment against UVB. See Katzenberger v. Bryan, 206 Va. 78, 86, 141 S.E.2d 671, 676-77 (1965). However, I think that a trial court should consider: (1) whether these injuries are indivisible from the injuries inflicted upon Tazewell by the conspiracy and tortious interference; and (2) the nature and ex*127tent of those claims in order to determine the proportion of the “consideration paid” that is properly attributable to those claims.
McLaughlin, Sylvia McLaughlin, William W. McLaughlin, and Carroll G. Mays, accommodation parties, filed separate actions against the three banks. Generally, they alleged that their guarantees or properties had been used as part of the security for a Southside loan, that Southside had guaranteed Tazewell’s indebtedness to UVB, and that the banks’ conduct had prejudiced their rights. Their allegations of wrongdoing generally paralleled those Tazewell made against the banks. I conclude that the value of their claims of damage to their separate property and interests should not have been deducted from Tazewell’s award.
The Grundy settlements involved causes of action against it for its activities relating to Tazewell’s checking accounts from 1982 to 1985. Generally, those causes of action arose out of Grundy’s failure to honor Tazewell’s checks after being served with notice by the other two banks. Obviously, these parties’ claims arise out of the activity of a party other than UVB that may have inflicted an injury separate and apart from the destruction of Tazewell. To that extent, that portion of the “consideration paid” for those releases should not have been deducted from Tazewell’s award.
Cardinal’s claims against UVB, reflected in an action filed against UVB, contain a number of charges similar to those made by Tazewell. Other McLaughlin corporations joined in the releases, but the nature of their claims is not disclosed.
I find nothing in the record that would have assisted the trial judge: (1) in ascertaining the nature of the claims of McLaughlin’s corporations other than Tazewell and Cardinal; (2) in fixing the value of the third parties’ claims; or (3) in determining the proportion of the “consideration paid” that is attributable to those third parties’ claims.
Accordingly, I would remand this case for proceedings necessary to make the determinations required by Code § 8.01-35.1.
It should be noted, however, that had Tazewell sought chapter 11 protection, this would not have permitted it to continue to deal with its accounts receivable and money on deposit as if it were its own property. UVB, as Tazewell’s secured creditor, should have *118compelled Tazewell to post security equal to the value of its lien upon those assets. 11 U.S.C. §§ 361, 362(g)(2).
Even if such a subordination right existed, without objection, expert witnesses testified that UVB may not have had the right of immediate possession of its security because of the lapse of time and its dealings with McLaughlin after giving the notice.
Although the instruction omitted Tazewell’s burden to prove the claim of tortious interference, the instruction stated that UVB had the burden of proving justification “by a preponderance of the evidence.” This error was not called to the trial court’s attention and I would not notice it here. Rule 5:25.
The trial court heard the evidence in these cases extending over a period of five weeks. It heard argument and took evidence on various phases of all of the cases on 19 other occasions. In one of the post-trial arguments, the trial court observed:
I want somebody to explain to this court how this court can take this conspiracy count with all of these other pleadings that have been filed and separate those other separate actions from this conspiracy. . . .
You gentlemen know . . . it’s so intertwined, all of this—I still believe [that] if you gentlemen knew you could have gotten a verdict in the conspiracy case I don’t believe any of these other lawsuits would have been around here.