Comtois v. Rogers, 282 Va. 289

Rogers & Killeen partners formed Rogers & Killeen, then after Killeen's 1998 death, Rogers formed a new partnership in 1999 with four associates (Comtois, English, McPherson).
Partnership agreement required equal capital contributions ($150,000 each), with capital accounts reflecting each partner's equity and periodic interest on capital under Paragraph 3.5.
Notes secured the associates' indebtedness for their capital contributions, with 12% interest and firm crediting that interest to the debt against the partners' equity.
From 2000–2002 the Firm joined firms and became inactive, with no further interest paid on equity; in 2008 Rogers and wife sued for repayment of notes and allegations of overdrawn capital.
In 2009 the Plaintiffs sought an accounting and judicial dissolution; the circuit court issued a letter opinion and final order, awarding unpaid interest and ordering dissolution.
The circuit court awarded Rogers unpaid 1% monthly interest on his equity and distributed liability for unpaid interest among the partners, but did not complete a full accounting of all assets and liabilities.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the court properly awarded Rogers interest on equity	Rogers' equity account allegedly overdrawn, so interest should not attach.	Interest accrues on each partner's capital contribution as defined by the partnership agreement.	Interest awarded on Rogers' $150,000 equity was proper.
Whether the court performed a proper accounting and settlement	An accounting and settlement must precede dissolution under Code § 50-73.123.	The court already adjudicated notes and equity; accounting was not essential.	Court failed to perform a complete accounting; remanded for accounting and settlement.
Whether the court erred in awarding interest on equity when the account was overdrawn	Overdrawn accounts imply no entitlement to interest on equity.	Paragraph 3.5 interest applies to equity contributions, irrespective of draw balance.	Affirmed award of interest on equity; overdrawn status did not defeat entitlement.

Uniwest Constr., Inc. v. Amtech Elevator Servs., 280 Va. 428 (2010) (contract interpretation governs plain meaning when unambiguous)
PMA Capital Ins. Co. v. U.S. Airways, Inc., 271 Va. 352 (2006) (clear contractual language guides meaning)
Jones v. Williams, 280 Va. 635 (2010) (de novo review of statutory interpretation)