MCR Federal, LLC v. JB&A, Inc.

Record No: 161799  (as published by the Virginia Supreme Court) In an action involving claims for breach of contract and constructive fraud arising out of a contract for the sale of a business, the circuit court erred in finding that the plaintiff was permitted to bring both fraud and breach of contract counts arising out of the transaction. Because the fraud claim arose from the contractual relation, it was barred, and the attorneys’ fee award predicated on that claim is reversed. However, there was adequate proof to support the conclusion that the defendant’s breach caused the plaintiff’s damages, and those damages were proven with reasonable certainty. The judgment is affirmed in part, reversed in part, and final judgment is entered on this appeal.