Background
Premier Homes Group subcontracted with Pinnacle Flooring Solutions to provide and install flooring in three homes. Each subcontract permitted Premier, following an uncured default by Pinnacle, to recover corrective costs plus reasonable overhead, profit, and attorney fees.
Pinnacle sued Premier for nonpayment, attaching the subcontracts to its complaint. Premier counterclaimed for defective and incomplete work, incorporated portions of Pinnacle’s complaint referencing the subcontracts, and requested attorney fees, but did not identify the contractual provision supporting that request. After Premier prevailed on its counterclaim, the trial court denied attorney fees for failure to comply with Virginia Supreme Court Rule 3:25(b). The Court of Appeals reversed, reasoning that the incorporated contracts put Pinnacle on notice of the basis for the request.
The Court’s Holding
The Supreme Court of Virginia reversed the Court of Appeals and entered final judgment. It held that Rule 3:25(b) is a pleading requirement, not merely a notice requirement. A party seeking attorney fees must demand them in the appropriate pleading and affirmatively identify the contractual or statutory basis for recovery.
Premier’s general request for fees did not mention the subcontracts or Section 8(b), and incorporating the subcontracts by reference was insufficient even if Pinnacle arguably knew the basis from the contracts or counsel’s emails. Because Premier did not properly plead the basis or seek leave to amend its counterclaim, Rule 3:25(c) operated as a waiver of its attorney-fee claim.
Key Takeaways
- A demand for attorney fees must affirmatively identify its contractual or statutory basis in the pleading itself.
- Attaching or incorporating a contract containing an attorney-fee clause does not, without more, satisfy Rule 3:25(b).
- Actual or constructive notice outside the pleadings does not excuse noncompliance, although a party may seek leave to amend under Rule 1:8.
Why It Matters
The decision requires precise pleading of attorney-fee claims in Virginia civil litigation. A generic request for fees may be waived even when the governing contract is part of the pleadings and the opposing party arguably understands which provision supports the request.
Litigants should identify the specific contract clause or statute authorizing fees in the complaint, counterclaim, or other appropriate pleading, and promptly seek leave to amend if the original demand is deficient.