Reid v. Boyle

Present: Carrico, C.J., Compton, * Lacy, Hassell, Keenan,
Koontz, and Kinser, JJ.

A. WILLIAM REID AND
RISING TIDE PRODUCTIONS, INC.

v. Record No. 990769

JOHN J. BOYLE, ET AL.
OPINION BY JUSTICE LEROY R. HASSELL, SR.
March 3, 2000
JOHN J. BOYLE, ET AL.

v. Record No. 990780

A. WILLIAM REID

FROM THE CIRCUIT COURT OF THE CITY OF VIRGINIA BEACH
H. Thomas Padrick, Jr., Judge

I.

In these appeals of judgments entered by the chancellor,

we consider, among other things: whether the plaintiff

established by clear and convincing evidence that he owned an

interest in a leasehold; whether the plaintiff proved with

reasonable certainty damages he incurred as a result of the

defendants' breach of contract; and whether the plaintiff

proved a cause of action under the Virginia Antitrust Act.

II. PROCEEDINGS

Angas William Reid filed an amended bill of complaint

against John J. Boyle, Cellar Door Venues, Inc. (Cellar Door

*
Justice Compton participated in the hearing and decision
of this case prior to the effective date of his retirement on
February 2, 2000.
Venues), and Cellar Door Productions of Virginia, Inc. (Cellar

Door Productions). Reid asserted that he owned one-third of

Cellar Door Venues' leasehold interest in an "[a]mphitheater

project" in Virginia Beach. He pled causes of action for

breach of contract, "unjust enrichment," and fraud. Reid also

filed a motion for judgment against Cellar Door Productions.

Reid alleged that Cellar Door Productions breached its

employment contract with him.

Rising Tide Productions, Inc., a Virginia corporation

founded by Reid, and Reid filed a separate bill of complaint

against Boyle, Kenneth A. MacDonald, Mike Tabor, The Boathouse

Food Service Company, Cellar Door Productions, and Cellar Door

Venues. Reid and Rising Tide Productions alleged in this

proceeding that these defendants violated the Virginia

Antitrust Act, Code § 59.1-9.1, et seq. The chancellor

transferred the law action to the equity side of the court and

consolidated the proceedings.

At the conclusion of an ore tenus hearing, the chancellor

held that Cellar Door Productions breached its contract with

Reid and that it was indebted to Reid in the amount of

$333,325.67. The chancellor held that Reid owned a one-third

interest in the net value of Cellar Door Venues' leasehold

interest and that Reid's interest had a value of $3,566,343.

The chancellor entered a judgment in favor of Reid for that

2
amount against John J. Boyle and Cellar Door Venues, jointly

and severally. The chancellor held that Reid and Rising Tide

Productions failed to prove that the defendants in the

antitrust proceeding had violated the Virginia Antitrust Act,

and he entered a judgment in favor of those defendants. The

defendants appeal the judgments adverse to them, and Reid and

Rising Tide Productions appeal the judgment entered in the

antitrust case.

III. FACTS

A.

When the chancellor hears evidence ore tenus, his decree

is entitled to the same weight as a jury verdict, and we are

bound by the chancellor's findings of fact unless they are

plainly wrong or without evidence to support them. Prospect

Development Co. v. Bershader, 258 Va. 75, 80, 515 S.E.2d 291,

294 (1999); Rash v. Hilb, Rogal & Hamilton Co., 251 Va. 281,

283, 464 S.E.2d 791, 793 (1996). Also, we will review the

evidence and all reasonable inferences fairly deducible

therefrom in the light most favorable to Reid in the two

appeals of judgments in favor of Reid. Bershader, 258 Va. at

80, 515 S.E.2d at 294.

B.

Reid began to work for Cellar Door Productions in 1981 as

a "talent middle agent." He made arrangements for bands to

3
perform at colleges, and he received a commission for his

services. In 1982, Reid was promoted to the position of

president of Cellar Door Productions. In that capacity, he

continued to "[sell] talent" to colleges, and he "book[ed]"

music concerts at facilities such as the Hampton Coliseum and

the Norfolk Scope, as well as clubs. He also managed Cellar

Door Productions' office.

Cellar Door Productions, acting through its sole

shareholder, John J. Boyle, entered into an oral employment

contract with Reid in 1983. Boyle is the majority shareholder

of numerous entertainment-related companies that form a

"family of companies" described as the Cellar Door Companies.

These corporations include Cellar Door Productions and Cellar

Door Venues. Boyle exercised virtually absolute control of

these corporations and directed their offices and employees.

Boyle conducted the financial affairs of these corporations

with "an air of informality."

Pursuant to the terms of the oral contract, Reid's

compensation was calculated by determining Cellar Door

Productions' annual revenue, deducting expenses and any

advancements of income to Reid or Boyle, and "split[ting]" the

profit "50/50" between Reid and Boyle.

In December 1992, Reid signed a written employment

contract with Cellar Door Productions. In 1993, Reid signed a

4
subsequent written employment contract with Cellar Door

Productions. Even though the 1993 contract contained a

specific methodology by which Reid would be compensated, Reid

and Cellar Door Productions ignored the prescribed method of

compensation. Reid testified that "[n]othing changed"

regarding his method of compensation. In response to the

question: "[How] [w]ere you paid under [the] contract?", Reid

stated:

"You know what, I don't know if I was paid
under a contract. I know how I was paid. . . . A.J.
Wasson [Boyle's chief financial officer] would come
in at the end of the year. We would take all the
available cash that was in the account. All the
expenses were taken out mutually between Jack Boyle
and myself, and we split the difference. And we
split what was there. So that was — it's not
exactly how it was calculated in the contract. If
you read that contract, it says all kinds of tax
stuff and deferred this and deferred that. . . . I
don't think anyone could explain the computation as
it exists in that contract.
"We split the profit 50/50, and we did it from
'83 or '84, and it was done that way every year as
it relates to Cellar Door Productions."

Wasson initially testified that when determining Reid's

compensation, Wasson adhered to the terms of the written

contract. However, during cross-examination, Wasson admitted

that he had not taken into consideration the various tax

adjustments contained in the written contract. Finally, in

response to the court's question, "[y]ou all had a very

informal arrangement where they figured out available cash and

5
they split it," Wasson responded, "That's right, except for

the tax adjustment." David H. Williams, the chief operating

officer for all of the Cellar Door Companies, testified that

Reid had a compensation agreement with Cellar Door

Productions, and he received 50% of the profits generated by

that corporation.

In the early 1990s, Reid conceived the idea of the

creation of an amphitheater located in the City of Virginia

Beach. The amphitheater would have a capacity of 20,000

seats. Reid believed that the amphitheater could attract

major bands because it would be larger than existing concert

facilities in Virginia. Reid testified: "Bands play where

they can make the most money. It's called venue driven. The

higher the capacity, the more tickets they can sell, the more

money they can make, and hence, the more money a promoter

[such as Cellar Door Productions] can make." Reid, who had "a

little bit of experience working on" the development of the

Classic Amphitheater in Richmond, approached Boyle and said:

"[W]e need to have an amphitheater here." Boyle responded:

"[A]s he said many times . . . Bill Reid, if you pull this

off, you get half." Reid did not, however, memorialize this

agreement in writing.

Reid undertook extensive efforts to develop an

amphitheater in Virginia Beach. He had meetings with Virginia

6
Beach city officials, including City Council members. The

City retained a consulting company to advise the City about

the feasibility of construction of an amphitheater. During

the ensuing three years, Reid served as president of Cellar

Door Productions and also pursued the creation of an

amphitheater in Virginia Beach. Boyle continued to encourage

Reid to pursue the development of an amphitheater, and Boyle

told Reid: "This is your future. This is your future. This

is your kids' college education."

Subsequently, the City decided to participate in the

construction of an amphitheater and to invest its financial

resources in the project. The City of Virginia Beach

Development Authority (also referred to as the City)

ultimately executed an agreement with Cellar Door Venues, a

Florida corporation which is primarily owned and exclusively

controlled by Boyle. Pursuant to the terms of this agreement,

Cellar Door Venues acquired a leasehold interest in the GTE

Virginia Beach Amphitheater and served as operator of the

amphitheater.

Initially, the City agreed to contribute $7,000,000 of

the construction costs of the amphitheater, and Boyle, through

companies that he controlled, agreed to contribute $5,000,000.

After a site for the amphitheater was selected, the City

learned that there were problems with the soil conditions and,

7
therefore, the cost of construction would be higher than had

been anticipated. City officials scheduled a meeting that was

attended by Reid, Boyle, and Richard Rosenbaum, who was

described as "Boyle's personal attorney." During the meeting,

the City officials informed Boyle that the City expected him

to increase his contribution to the project to help pay for

the increased cost of construction associated with the soil

conditions.

After the meeting with the City officials, Boyle and Reid

had a conversation in a car, and Rosenbaum was present. Reid

described the conversation as follows: "I remember vividly,

and I remember when it happened, we were [in the car]

approaching the airport. And [Boyle] said, Bill, my

contribution's going to have to go up from 5 to $7 million.

Because of that, I'm going to have to cut you down on your

percentage from 50 percent to 33 percent." Even though Reid

was upset that Boyle had decided to decrease Reid's percentage

of ownership in the project, Reid felt "that it was only fair

that I take less . . . and [Boyle] take more." Reid did not

request that Boyle document this agreement in writing because

Reid and Boyle had been involved in "other deals" in which

Reid had an ownership interest that was not memorialized with

written documentation.

8
 Cellar Door Productions contributed between $150,000 and

$200,000 of its profits to fund the initial stages of the

amphitheater project. Approximately half of this money

belonged to Reid as a result of the "50/50" compensation

arrangement that he had with Cellar Door Productions. When

asked why he was not concerned that the money, half of which

was his, was used to help finance the initial phases of the

development of the amphitheater, Reid responded: "Because I

figured I owned it. I owned a third. What difference did it

make?"

The City required a letter of credit from Cellar Door

Venues in the amount of $696,000 before the City would proceed

with site preparation for the construction of the

amphitheater. The purpose of the letter of credit was to

reimburse the City for certain costs it incurred in the event

that the project was abandoned because of the poor soil

conditions. Reid, along with Boyle and his wife, Janet A.

Boyle, signed the letter of credit as guarantors. Reid also

signed a separate guaranty in the amount of $696,000. Reid

testified that he signed the guaranty "[b]ecause it was clear

in my mind and in Jack Boyle's mind that I was a one-third

owner of the [a]mphitheater." Reid stated that he would not

have signed the guaranty had he not had an ownership interest

in the project. Reid testified that his house was used as

9
collateral for the letter of credit. In response to requests

for admission, Cellar Door Productions admitted that "Reid's

signing as a personal guarantor went above and beyond his job

description as President of Cellar Door Productions."

Reid and Boyle's relationship began to deteriorate in

1997. Reid and Boyle met for lunch in Virginia Beach, and

Reid complained about problems that he was experiencing that

he thought were detrimental to their mutual business

interests. During that meeting, Reid reminded Boyle that Reid

was "a one-third partner with him." Boyle responded that he

had a poor memory and requested that Reid "[write] down all of

the points" that they had discussed and "fax him back the

points that [they] had discussed." During the meeting, Boyle

did not deny that Reid owned an ownership interest in the

amphitheater project.

Subsequently, Reid forwarded a memorandum to Boyle which

described the subjects they discussed at the Virginia Beach

luncheon. Included among those subjects was Reid's assertion

that he owned a one-third interest in the amphitheater

project. Even though Boyle subsequently discussed the other

subjects that were contained in the memorandum with Reid, he

did not discuss Reid's claim of ownership in the amphitheater

project.

10
 Thomas J. Lyons, Jr., Boyle's friend for over 35 years,

testified on behalf of Reid. Lyons and his wife attended a

concert in July 1996 at the newly constructed Virginia Beach

Amphitheater as guests of Boyle and his wife. Lyons

complimented Boyle for the excellent work and effort that Reid

had undertaken in making the amphitheater a reality.

According to Lyons, Boyle stated: "Well, that's why he's my

partner. . . . that's why he owns 35 percent in this — in the

Amphitheater or this project." After Lyons finished his

testimony, the chancellor remarked on the record that Boyle

stood up from his seat and "hugged" Lyons, even though Lyons

had just provided testimony detrimental to Boyle.

Reid had a conversation with Boyle in October 1997, and

he requested that Boyle provide Reid with a written agreement

documenting Reid's interest in the amphitheater project.

Later, Boyle had a telephone conversation with Reid, and Boyle

informed Reid "I got the agreement. I wanted to give it to

you, but it was too — the lawyers made it too complicated."

Reid never saw the document. In November 1997, Reid received

a letter from Boyle. Pursuant to the terms of the letter,

Boyle essentially promised Reid that Boyle would give Reid 10%

of the profit stream generated by the amphitheater and 10% of

the proceeds from any sale of Cellar Door Venues. Reid

11
rejected the terms of the letter, which he described as a

counteroffer.

Boyle testified that he told Lyons that Reid was his

partner, but he denied telling Lyons that Reid owned an

interest in the amphitheater project. Boyle stated that he

only promised Reid that Boyle would "split" certain profits

from the amphitheater project with him. Furthermore, Boyle

testified that none of the presidents who worked for him in

his various corporations owned any interests in any

corporations with him. However, Reid testified that he was an

equity owner in a corporation known as Abyss and that Boyle

was also an owner of the corporation. Reid did not receive

any written documentation of his ownership interest in Abyss

until he was fired from his position of president of Cellar

Door Productions in December 1997. Reid was also a

shareholder in another corporation with Boyle called BWRM.

Boyle often entered into business ventures with others

without documenting the nature of the relationships in

writing. Boyle testified that his son, along with four other

persons including Reid, are the owners of a corporation in

Virginia Beach called Abyss. Boyle gave the following

testimony about the ownership of this corporation:

"Q: Was there anything in writing setting forth
what understandings there were about how the

12
 Abyss was going to get started and who was
going to own what or do what?
"A: You'd have to check with them.
"Q: You don't recall?"
"A: No.
"Q: You don't worry about those details?"
"A: No, I don't."

Boyle also testified that he gave the ownership of a

corporation called the Capital Ballroom to David Williams.

When asked, "[d]id you put that in writing prior to it

opening, that you were going to give [Williams] that

ownership?", Boyle responded, "[n]o." Even though Boyle was

in the process of selling most of the corporations within the

Cellar Door Companies to another corporation, SFX, for

$106,000,000, he testified that he did not have a definitive

agreement in place at the time of trial.

At the conclusion of the trial, the chancellor made a

specific finding that "Mr. Boyle just was not credible."

IV. THE OWNERSHIP CASE

A.

The defendants, Boyle, MacDonald, Tabor, The Boathouse

Food Service Company, Cellar Door Productions, and Cellar Door

Venues, argue that the chancellor erred in holding that Reid

presented sufficient evidence to establish an enforceable

contract. The defendants assert that Reid's purported

contract was vague and lacked specificity. The defendants

also contend that Reid failed to establish the parties to the

13
contract and the type of ownership interest that had been

promised to Reid. We disagree with these defendants.

We have stated the following contract principles which

are equally pertinent here:

"The law does not favor declaring contracts
void for indefiniteness and uncertainty, and leans
against a construction which has that tendency.
While courts cannot make contracts for the parties,
neither will they permit parties to be released from
the obligations which they have assumed if this can
be ascertained with reasonable certainty from
language used, in the light of all the surrounding
circumstances. This is especially true where there
has been partial performance. McDaniel v. Daves,
139 Va. 178, 190, 123 S.E. 663, 666 [1924]; Phillips
Petroleum Company v. Buster, 241 F.2d 178 [10th Cir.
1957], cert. denied, 355 U.S. 816 . . . .
"We have repeatedly said that in construing a
contract, '[r]egard should be had to the intention
of the parties, and such intention should be given
effect. To arrive at this intention, regard is to
be had to the situation of the parties, the subject
matter of the agreement, the object which the
parties intended to accomplish. A construction
should be avoided if it can be done consistently
with the tenor of the agreement, which would be
unreasonable or unequal, and that construction which
is most obviously just is to be favored as most in
accordance with the presumed intention of the
parties.' Seward v. American Hardware Co., 161 Va.
610, 625, 626, 171 S.E. 650, 659 [1933]; White v.
Sayers, 101 Va. 821, 826, 45 S.E. 747, 749 [1903]."

High Knob, Inc. v. Allen, 205 Va. 503, 507-08, 138 S.E.2d 49,

53 (1964). Accord W.J. Schafer Assoc. v. Cordant, Inc., 254

Va. 514, 519-20, 493 S.E.2d 512, 515 (1997); Allen v. Aetna

Casualty & Surety, 222 Va. 361, 363-64, 281 S.E.2d 818, 819-20

(1981).

14
 Applying these principles, we hold Reid presented

evidence which would permit the chancellor to ascertain, with

reasonable certainty, from the language that the parties used

and in light of all the surrounding circumstances, that Reid

entered into an oral contract with Boyle and Cellar Door

Venues and that pursuant to the terms of this contract, Boyle

and Cellar Door Venues promised to give Reid a one-third

interest in the value of Cellar Door Venues' leasehold

interest in the amphitheater. Reid presented evidence of the

following pertinent facts. Boyle exerted absolute control of

Cellar Door Venues which owned the leasehold interest, and

Boyle conducted the corporation's financial affairs with an

"air of informality." Boyle promised Reid that he would own

one-third of the amphitheater project if Reid could bring his

concept of an amphitheater in Virginia Beach to fruition.

Boyle repeatedly assured Reid that Reid owned a one-third

interest in the amphitheater project. As we have already

stated, Boyle told Lyons, his friend for 35 years, that Reid

owned an interest in the amphitheater project.

Reid also partially performed this oral contract. Reid

permitted approximately $88,000 of compensation that he

ultimately received from Cellar Door Productions to fund the

initial operational costs for Cellar Door Venues.

Significantly, Reid signed a letter of credit and a guaranty

15
which the City required before it would proceed with the

construction of the amphitheater. Boyle and Cellar Door

Venues admitted in their response to a request for admission

that Reid's acts of signing the personal guaranty and letter

of credit were "above and beyond" his job responsibilities as

president of Cellar Door Productions.

The chancellor was also certainly entitled to consider,

as a surrounding circumstance, Boyle's history of giving

employees, including Reid, ownership interests in corporations

that Boyle controlled. The chancellor also considered the

fact that Cellar Door Venues' primary asset was its leasehold

interest with the City, and Boyle's statement to Reid that

Boyle had an agreement that would confer an ownership interest

to Reid in the amphitheater project, but that "the lawyers

[had] made it too complicated" and that Boyle intended to

return it to the lawyers for simplification.

B.

The defendants observe that Reid had a written contract

with Cellar Door Productions which contained the following

provision:

"Entire Agreement. This Agreement constitutes
the entire agreement between the parties hereto with
respect to the subject matter hereof and, upon its
effectiveness, shall supersede all prior agreements,
understandings and arrangements, both oral and
written, between the Executive and the Company (or
any of its affiliates) with respect to such subject

16
 matter. This Agreement may not be modified in any
way unless by a written instrument signed by both
the Company and the Executive."

The defendants contend that even though Reid asserts that the

oral contract for ownership of an interest in the amphitheater

was a "new deal" between Boyle and Reid which was unrelated to

the above-referenced provision in the employment agreement,

"the alleged oral contract addresses precisely the subject

matter addressed by the [e]mployment [a]greement."

Continuing, the defendants say that the amphitheater project

was a business opportunity of the Cellar Door Companies

pursued locally by Reid as president of Cellar Door

Productions, that at the time of the alleged oral contract

Cellar Door Venues "did not yet exist, and any 'new' deal

between Boyle and Reid necessarily required alteration of

Reid's [e]mployment [a]greement with [Cellar Door]

Productions." Additionally, these defendants contend that the

chancellor failed to articulate the burden of proof he applied

in holding that Reid proved his oral contract claim. We

disagree with defendants.

We have held that a contract in writing may be modified

by a new oral contract. In Zurich General Accident &

Liability Ins. Co. v. Baum, 159 Va. 404, 409, 165 S.E. 518,

519 (1932), we stated:

17
 "A contract in writing, but not required to be
so by the statute of frauds, may be dissolved or
varied by a new oral contract, which may or may not
adopt as part of its terms some or all of the
provisions of the original written contract. . . .
Nor does it make any difference that the original
written contract provided that it should not be
substantially varied except by writing. This
stipulation itself may be rescinded by parol and any
oral variation of the writing which may be agreed
upon and which is supported by a sufficient
consideration is by necessary implication a
rescission to that extent."

Additionally, modification of a contract must be shown by

"clear, unequivocal and convincing evidence, direct or

implied." Stanley's Cafeteria, Inc. v. Abramson, 226 Va. 68,

73, 306 S.E.2d 870, 873 (1983).

We have also held that contracting parties, through a

course of dealing, may evince a mutual intent to modify the

terms of their contract. The circumstances surrounding the

conduct of the parties must be sufficient to support a finding

of mutual intention that the modification be effective and

such intention must be shown by clear, unequivocal, and

convincing evidence, direct or implied. Id.

We hold that Reid established with clear, unequivocal,

and convincing evidence that he and the defendants orally

modified the written contract, and that they also modified the

contract by their course of dealing. The facts contained in

Part III.A. of this opinion, which we need not repeat, clearly

demonstrate that Reid established by clear, unequivocal, and

18
convincing evidence that Boyle, acting on behalf of himself

and Cellar Door Venues, promised Reid that he would have a

one-third interest in the amphitheater leasehold in return for

Reid's efforts to bring the project to fruition.

Furthermore, the evidence summarized in Part III.A. of

this opinion clearly indicates that Reid and Cellar Door

Productions modified the written contract by their course of

dealing. The parties simply ignored the terms of the written

employment agreement. For example, Cellar Door Productions

never followed the terms of the written employment contract

when determining the amount of compensation owed to Reid. The

written contract was misplaced and when the various lawsuits

were filed, the litigants did not even know which written

contract was the so-called operative contract.

In Mullins v. Mingo Lime & Lumber Co., 176 Va. 44, 50, 10

S.E.2d 492, 494 (1940), we stated that "an agreement for

service must be certain and definite as to the nature and

extent of service to be performed, the place where and the

person to whom it is to be rendered, and the compensation to

be paid, or it will not be enforced." Here, the terms of the

oral contract are certain and definite. Reid was required to

perform the necessary services to make the amphitheater a

reality, and the services were to be performed for Boyle and

the corporations that he controlled in the Cellar Door

19
Companies. The compensation that Reid was to receive was a

one-third interest in the value of the amphitheater project,

in this instance, the value of the leasehold that Cellar Door

Venues acquired with the City.

C.

The defendants argue, "[h]ow was Reid to receive [an]

'ownership interest' and what was it? [Cellar Door] Venues is

a stock corporation, yet . . . Boyle and Reid never discussed

'stock' or 'equity.' There is no evidence of an agreement by

Boyle to convey 33% of Venues' shares to Reid, even though

that was the only [a]mphitheater-related entity in which Boyle

could have transferred ownership." The defendants also

contend that the circuit court "effectively treated Reid as if

he were a shareholder of Venues who had a right to put his

shares to the corporation upon his termination, at a price

measured by the going concern value of the corporation."

We find no merit in the defendants' contentions. The

chancellor did not award Reid shares of stock in Cellar Door

Venues; nor did the chancellor treat "Reid as if he were a

shareholder of [Cellar Door] Venues." Additionally, the

chancellor did not award Reid one-third of the value of Cellar

Door Venues. Rather, the chancellor merely enforced the terms

of the contract that Boyle made with Reid. The chancellor

made a finding of fact that Boyle gave Reid a one-third

20
interest in the leasehold, and the chancellor determined the

value of Reid's leasehold interest. We also observe that the

defendants do not assert that Boyle lacked the legal authority

to convey a corporate asset, in this instance a portion of the

leasehold interest, to Reid.

D.

The chancellor, in his judgment order, dismissed Reid's

claim of unjust enrichment as moot because the chancellor held

that Reid established that he had an oral contract for a one-

third interest in the amphitheater lease with Boyle and Cellar

Door Venues. However, the chancellor at Reid's request held

in the alternative that the evidence was sufficient to support

a claim for unjust enrichment. The defendants assert that the

chancellor erroneously applied principles of equity. We need

not consider the court's alternative holding because Reid

prevailed on his breach of an oral contract claim. See Royer

v. Board of County Supervisors, 176 Va. 268, 279-80, 10 S.E.2d

876, 881 (1940); accord Nedrich v. Jones, 245 Va. 465, 477,

429 S.E.2d 201, 207 (1993).

E.

The defendants contend that the chancellor "adopted a

measure of damages . . . unsupported by the facts or by the

testimony of the expert witnesses." Reid's business valuation

expert testified that Cellar Door Venues had a value of

21
$20,289,791, and the defendants' expert witnesses testified

that Cellar Door Venues had a value of $10,567,000. Each of

the expert witnesses described the methodologies he used to

support his valuation. The defendants contend that the

chancellor's holding that the value of Cellar Door Venues'

leasehold interest in the amphitheater was $16,000,000

constitutes a compromise and is the "functional equivalent of

a compromise jury verdict." Reid asserts that the defendants

may not raise this issue on appeal because they failed to make

any objection in the circuit court to the methodology that the

chancellor used in placing a value on the leasehold interest.

Responding in their reply brief, the defendants state that the

chancellor's purported error "is not an error that could have

been addressed as an evidentiary objection, as it is a defect

in the reasoning process by which the court . . . reached its

result."

We agree with Reid. Rule 5:25 states in relevant part:

"Error will not be sustained to any ruling of
the trial court . . . unless the objection was
stated with reasonable certainty at the time of the
ruling, except for good cause shown or to enable
this Court to attain the ends of justice."

The chancellor's determination that the leasehold interest had

a value of $16,000,000 is a ruling within the intendment of

Rule 5:25. The application of Rule 5:25 is not limited to

evidentiary rulings. Rather, Rule 5:25 "exists to protect the

22
trial court from appeals based upon undisclosed grounds, to

prevent the setting of traps on appeal, to enable the trial

judge to rule intelligently, and to avoid unnecessary

reversals and mistrials." Fisher v. Commonwealth, 236 Va.

403, 414, 374 S.E.2d 46, 52 (1988), cert. denied, 490 U.S.

1028 (1989).

F.

Gregory F. Lawson, who qualified as an expert witness on

the subject of business valuation, testified on behalf of Reid

that the value of Cellar Door Venues' leasehold interest in

the amphitheater was $20,045,000. The defendants argue that

the chancellor erred by admitting Lawson's testimony because

they claim his testimony was speculative and lacked a "proper

evidentiary foundation." We disagree. We have reviewed

Lawson's testimony in its entirety, and we hold that the

chancellor did not abuse its discretion by admitting in

evidence the challenged testimony.

V. THE COMPENSATION CASE

As we have already stated, Reid claimed that Cellar Door

Productions breached its contract by failing to pay him

compensation that he was entitled to receive for the 1997

calendar year. Reid testified that he was entitled to receive

50% of all profits realized in each calendar year by Cellar

Door Productions.

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 Willie J. Rountree, a certified public accountant who

qualified as an expert witness, reviewed certain financial

documents that had been produced by the defendants and

information that Reid had provided to him. Rountree described

the compensation methodology as follows. Cellar Door

Productions "took the cash at the end of the year [and made]

certain adjustments. For instance, if there [were] additional

receivables outstanding for cash that had not been received

for [concerts] that had already been completed, they would add

those as additions to cash. If [there] were accounts payable

outstanding for bills that had not been paid at the end of the

year, they would show those as subtractions from cash

available for the split, and they would also add back any

advances that [Reid or Boyle] had received during the year to

come up with a balance they called available cash. And that

would be split between the two of them."

Rountree stated, during the defendants' cross-

examination, that information that he relied upon in making

his calculations had been provided to him by Reid. The

defendants asked Rountree to assume that Reid had already

received certain payments as compensation which Rountree had

not used in his calculations. The defendants further asked

Rountree whether this assumption would affect the amount of

compensation he believed Reid was entitled to receive from

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Cellar Door Productions. Rountree replied yes. In response

to the chancellor's question, whether, in Rountree's opinion,

Cellar Door Productions owed Reid $334,665.21, Rountree

replied in the affirmative. Rountree also stated in response

to that same question that even though the defendants' counsel

raised interesting issues about Rountree's assumptions,

Rountree had not seen sufficient documentation to opine

whether the defendants' assumptions were correct.

The defendants contend that the chancellor erred by

relying upon Rountree's testimony because Rountree did not

know whether the defendants' assumptions were correct.

Additionally, the defendants contend that Rountree relied upon

certain information that had been provided by Reid that

Wasson, chief financial officer and director of business

development for the Cellar Door Companies, disputed.

We find no merit in the defendants' contentions. We have

reviewed Rountree's testimony in its entirety, along with his

exhibits that include his calculations. Rountree testified

that his opinions and calculations were based upon the

defendants' audited financial statements, financial documents

produced during discovery, and information provided by Reid.

We hold that this information is sufficient to support

Rountree's opinions.

VI. THE ANTITRUST CASE

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 After Reid was terminated as president of Cellar Door

Productions, he founded Rising Tide Productions, Inc., a

Virginia corporation which is "a promoter of live music

entertainment." Reid serves as president of Rising Tide

Productions.

Reid and Rising Tide Productions contend that defendants

Boyle, MacDonald, Tabor, The Boathouse Food Service Company,

Cellar Door Productions, and Cellar Door Venues prevented Reid

and Rising Tide Productions from booking concerts at "two

publicly owned, unique, essential concert venues, the GTE

Virginia Beach Amphitheater and The Boathouse." The Boathouse

"is a concert facility with a capacity of approximately

2,460." The City of Norfolk owns The Boathouse, which is

leased by The Boathouse Food Service Company, a corporation

which is "a part of the Cellar Door family of companies."

MacDonald is president and general manager of Cellar Door

Productions. Tabor is the general manager of the Virginia

Beach Amphitheater.

Reid and Rising Tide Productions presented evidence that

their attorneys forwarded a letter to the defendants'

attorneys and inquired how Reid and Rising Tide Productions

might rent the Virginia Beach Amphitheater and The Boathouse.

Reid testified that when he attempted to rent the

amphitheater, he was denied permission to do so.

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Additionally, William B. Wells, a promoter, testified that an

employee of the Cellar Door Companies tried to discourage

Wells from transacting business with Reid and Rising Tide

Productions. The Cellar Door Companies employee warned Wells

that he should not transact business with Reid.

Michael Mitnick, a certified public accountant, testified

that the ability to rent The Boathouse and the amphitheater is

essential to a Virginia Beach concert promoter such as Reid.

He opined that concert bands that perform in large outdoor

amphitheaters are required to transact business with the

defendants because they control all the large amphitheaters in

Virginia and North Carolina.

Reid and Rising Tide Productions sought injunctive relief

against the defendants for their purported violations of the

Virginia Antitrust Act. The chancellor dismissed Reid's

antitrust claims and entered a judgment on behalf of the

defendants. Reid asserts, among other things, that the

chancellor erred in failing to grant the requested injunctive

relief. Responding, the defendants assert that Reid and

Rising Tide Productions failed to prove that the defendants

violated the Virginia Antitrust Act. We agree with the

defendants.

Code § 59.1-9.2 of the Virginia Antitrust Act states:

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 "The purpose of this chapter is to promote the
free market system in the economy of this
Commonwealth by prohibiting restraints of trade and
monopolistic practices that act or tend to act to
decrease competition. This chapter shall be
construed in accordance with the legislative purpose
to implement fully the Commonwealth's police power
to regulate commerce."

Code § 59.1-9.5 states: "Every contract, combination or

conspiracy in restraint of trade or commerce of this

Commonwealth is unlawful." Code § 59.1-9.6 states: "Every

conspiracy, combination, or attempt to monopolize, or

monopolization of, trade or commerce of this Commonwealth is

unlawful." Code § 59.1-9.12(a) states:

"Any person threatened with injury or damage to
his business or property by reason of a violation of
this chapter may institute an action or proceeding
for injunctive relief when and under the same
conditions and principles as injunctive relief is
granted in other cases."

The record is simply devoid of sufficient facts that

would have permitted the chancellor to conclude that the

defendants violated any of the aforementioned statutes. Reid

and Rising Tide Productions failed to prove the existence of

any contract or conspiracy in restraint of trade or commerce.

Additionally, Reid and Rising Tide Productions failed to

establish the existence of a conspiracy, combination, or

attempt by the defendants to monopolize trade or commerce in

this Commonwealth.

VII.

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 For the reasons stated, we will affirm the judgments

entered by the chancellor.

Record No. 990769 — Affirmed.
Record No. 990780 — Affirmed.

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