Perspecta Inc. v. Eisiminger

Perspecta Inc. v. Eisiminger

2026 WL 271410 (Va. Ct. App. Feb. 3, 2026)

Court of Appeals of Virginia, Alexandria, Record No. 0721-24-4

Relevant Facts

• Sellers (Eisiminger, Kuzemka, Duenkel, Duenkel, and McMeans) co-founded and co-owned Knight Point Systems, LLC, a cybersecurity company, and agreed to sell their membership interests to Perspecta Inc. for $250 million under an Equity Purchase Agreement.

• The agreement incorporated 'Exhibit G,' a multi-tab spreadsheet using mathematical models to calculate tax consequences of the sale and adjust the final price based on anticipated tax liabilities under a Section 338 Election.

• Line 20 of Exhibit G contained the core formula for calculating the Incremental Section 338 Liability both pre- and post-closing; Lines 21-25 contained additional predictive estimates described as 'illustrative.'

• After closing, application of Line 20 showed Perspecta owed Sellers an additional $3,046,632, which Perspecta refused to pay.

• Sellers sued for breach of contract; the circuit court awarded Sellers $3,046,632 plus $1,474,383 in attorney fees and costs.

• Perspecta appealed, arguing the contract was ambiguous, that Exhibit G was a mutual mistake, and that the circuit court improperly considered witness testimony and awarded attorney fees.

Legal Issues

• Whether the circuit court erred in interpreting Sections 10.7(b) and (c) of the Equity Purchase Agreement and the formula in Line 20 of Exhibit G.

• Whether Lines 21-25 of Exhibit G were binding methodologies or merely illustrative estimates.

• Whether the circuit court improperly considered the testimony of Brian Enverso, the author of Exhibit G.

• Whether the circuit court erred in awarding attorney fees to Sellers under the agreement's indemnification provision.

Positions of the Parties

• Perspecta (Appellant) argued the circuit court failed to construe the contract as a whole by ignoring Lines 21-25 of Exhibit G; that the intent of the parties was 'symmetry' in tax outcomes; that Enverso's testimony was improperly considered; and that the agreement's fee waiver precluded attorney fees to Sellers.

• Sellers (Appellees) argued the contract unambiguously required the price increase under Line 20; that Lines 21-25 were expressly designated as 'illustrative' estimates; and that the indemnification provision in Section 9.3(b) entitled them to attorney fees for Perspecta's breach.

Decision of the Court and Reasons

The Court of Appeals affirmed the circuit court's judgment in full. On the contract interpretation, the court held that the Equity Purchase Agreement unambiguously required application of the Line 20 formula both pre- and post-tax filing, and that the parties' 'interpretive deadlock' did not create ambiguity. The court found that Lines 21-25 were expressly 'illustrative' predictive estimates, not binding methodologies. Regarding Enverso's testimony, the court held it was properly admitted under Virginia Code section 8.2-202 as evidence of the parties' course of dealing and was consistent with the contract terms; moreover, even if erroneously admitted, the circuit court based its judgment on the contract's plain language. On attorney fees, the court held that Section 9.3(b) of the agreement clearly indemnified Sellers for damages including attorney fees arising from Perspecta's breach, and that Perspecta's attempt to isolate Section 11.17 would render Section 9.3 meaningless. The total award was $3,046,632 plus six percent annual interest and $1,474,383 in attorney fees.

Maria Antonia Castillo Herrera, Individually and as Representative of the Estate of Felipe F. Oviedo Castillo v. CWJ Forklift Service, LLC; Cody Wayne James; and Teresa Jean James

--- S.W.3d ----, 2026 WL 246983

Court of Appeals of Texas, Eastland, No. 11-24-00019-CV; On Appeal from the 161st District Court, Ector County, Texas, Trial Court Cause No. B-23-09-0987-CV-A

Relevant Facts

• On February 8, 2023, Felipe F. Oviedo Castillo was killed in a motor vehicle accident after being ejected from a vehicle driven by Jesse Vasquez

• Vasquez was intoxicated at the time of the accident and was driving at excessive speed

• The accident occurred after a work party hosted by CWJ Forklift Service, LLC on the employers' premises where tequila, whiskey, and beer were served

• Vasquez became incapacitated due to intoxication during the work party

• Teresa Jean James, a supervisor, told Vasquez that he should not drive because she believed it was unsafe for him to do so due to his incapacity

• Despite Teresa's warning, Vasquez ultimately drove away from the party, resulting in the fatal collision

Legal Issues

• Whether an employer owes a duty of care to third parties injured by an intoxicated employee's off-duty conduct under the Otis standard

• Whether an employer is negligent when a supervisor instructs an intoxicated employee that he should not drive

• Whether the plaintiff adequately pleaded a negligent and affirmative act of control under Rule 91a dismissal standard

Positions of the Parties

• Appellant Herrera argued that the CWJ defendants breached their duty by failing to prevent Vasquez from driving while intoxicated after knowing he was incapacitated, despite serving alcohol at their work event and having a supervisor tell him not to drive. She contended the defendants' affirmative exercise of control through Teresa's instruction, combined with their knowledge of intoxication, created liability.

• Appellees CWJ Forklift Service, LLC, Cody Wayne James, and Teresa Jean James argued they did not owe a duty of care under Texas law because they were acting as social hosts, and that merely telling an employee not to drive does not constitute a negligent affirmative act of control. They maintained that telling Vasquez not to drive actually reduced rather than increased the risk of harm.

Decision of the Court and Reasons

The Court of Appeals affirmed the trial court's Rule 91a dismissal, holding that Herrera failed to allege a viable cause of action. The court analyzed the Otis Engineering standard, which requires four elements for employer liability: (1) actual knowledge of employee impairment, (2) affirmative exercise of control over the employee, (3) negligence in that exercise of control, and (4) an affirmative act. While Herrera adequately pleaded the employer's knowledge of Vasquez's intoxication, she failed to establish a negligent affirmative act of control. The court determined that Teresa's statement telling Vasquez not to drive was the opposite of a negligent act—it was calculated to reduce the risk of harm rather than worsen the situation. A mere instruction to refrain from conduct does not rise to the level of an affirmative act of control under Otis precedent. Therefore, Herrera's pleading failed as a matter of law to support a cause of action against the CWJ defendants.

In re The Estate of Vincent J. Morante, Sr. Deceased - Appeal of Vincent J. Morante, Jr.

--- A.3d ----, 2025 WL 2350327, 2025 PA Super 176

Supreme Court of Pennsylvania, Superior Court, No. 853 WDA 2024; Appeal from the Order Entered June 20, 2024 in the Court of Common Pleas of Allegheny County Orphans' Court at No(s): 02-22-06227

Relevant Facts

• Vincent J. Morante, Sr. had three children: Vincent Jr., Jenine, and Trina Rice

• On June 14, 2018, Decedent executed a will (the 2018 Will) bequeathing land and farming equipment to Vito; two parcels to Neissa; a cash amount to equalize bequests; and the remainder to Jenine, specifically disinheriting Vincent and Trina

• On March 5, 2019, Decedent executed a second will (the 2019 Will) expressly revoking the 2018 Will, bequeathing 20% shares to Vito and Neissa, 60% to Jenine, and naming Jenine as executrix while specifically disinheriting Vincent, Trina, and Trina's three children

• Decedent died on September 11, 2022 without a surviving spouse

• On September 23, 2022, the Register of Wills issued a decree granting letters testamentary to Jenine and admitting the 2019 Will to probate

• Vincent, Trina, and Trina's children filed a petition alleging Decedent was elderly, exhibited signs of dementia and mental incompetence, was wholly dependent on Jenine, and that Jenine exploited and made false claims about Vincent to convince Decedent to disinherit his son

Legal Issues

• Whether the Orphans' Court erred in ruling that Vincent lacked standing to challenge the validity of the 2019 Will based on failure to file a notice of appeal from the probate decree

• Whether the Orphans' Court erred in ruling that an amended petition for rule to show cause is legally insufficient for contesting multiple wills in the same petition

• Whether the Orphans' Court erred in ruling that Vincent's claim of undue influence is legally insufficient for failing to aver sufficient facts establishing a confidential relationship between Decedent and Jenine

• Whether the Orphans' Court erred in dismissing Vincent's undue influence claim with prejudice without affording him leave to file a second amended petition to cure pleading defects

• Whether the Orphans' Court erred in determining that Vincent's claim of undue influence is legally insufficient for failing to aver that Jenine received a substantial benefit under the 2019 Will

Positions of the Parties

• Appellant Vincent J. Morante, Jr. argued that he had standing to contest both the 2018 and 2019 Wills because he demonstrated a realistic possibility he would be entitled to intestate succession if both Wills were invalidated. He contended that the Orphans' Court erred in finding he lacked standing, that he properly alleged an undue influence claim with sufficient facts regarding a confidential relationship, that he adequately pleaded a substantial benefit element, and that the court should have permitted him to amend his petition rather than dismiss it with prejudice.

• Appellees Vito Valenti, Neissa Morris (beneficiaries under the 2019 Will), and Jenine Valenti (executrix) argued that the Orphans' Court lacked subject matter jurisdiction because Vincent failed to file a notice of appeal within one year of the probate decree and did not properly join them as parties. They maintained that Vincent lacked standing as he was not a beneficiary under the 2019 Will, that he could not challenge multiple wills in one petition, and that his undue influence allegations were insufficient regarding both the confidential relationship and substantial benefit elements.

Decision of the Court and Reasons

The Supreme Court of Pennsylvania reversed in part and affirmed in part the Orphans' Court's decision. The court held that Vincent had standing to challenge the 2019 Will despite the prior 2018 Will's existence because he demonstrated a realistic possibility of inheriting through intestate succession if both Wills were invalidated. The court reversed the Orphans' Court's dismissal based on lack of standing and its rulings on the confidential relationship and substantial benefit elements. Regarding the substantial benefit issue, the court found that Vincent adequately pleaded Jenine would receive a significantly greater share under the 2019 Will (60% versus one-third under intestacy), constituting a substantial benefit. However, the court affirmed the Orphans' Court's ruling that Vincent's petition could not challenge multiple wills in a single proceeding, as Section 908 of the Probate Code limits contests to the most recently admitted will. The court remanded the case for further proceedings, directing the Orphans' Court to allow Vincent to answer the preliminary objections and provide him an opportunity to amend his petition to cure defects regarding the confidential relationship element, but limited his challenge to the 2019 Will only.

Mary Paula Zaytoun Steele v. Kevin I. Kenna, Jeffrey A. Kenna, Patrick E. Kenna, and Others

2026 WL 451532

Court of Appeals of North Carolina, No. COA25-530, Wake County Superior Court, No. 23E004747-910

Relevant Facts

• Patrick Steele created a revocable trust in 2007 and amended it multiple times through 2021

• The trust named extended-family beneficiaries including 'my nieces and nephews' and 'my wife's nieces and nephews'

• A 2018 amendment capped distributions to sister and nieces/nephews at no more than $5,000,000

• Patrick Steele died in 2022, leaving the bulk of his estate to his widow Mary Paula Zaytoun Steele

• Grantor's biological nieces and nephews and marital nieces and nephews dispute who qualifies for the $5 million distribution

• Attorney Matt Bullard of Wyrick Robbins drafted the 2007 Trust; subsequent amendments were drafted by various attorneys

• Counter-Petitioners claim Grantor expressed intent to leave the nieces and nephews portion to his side of the family only

• Counter-Petitioners served Wyrick Robbins with a subpoena for all estate planning documents

Legal Issues

• Whether the testamentary exception to attorney-client privilege applies to trust disputes

• Whether the trial court erred in applying the testamentary exception to Grantor's attorney-client privilege

• Whether the trial court violated Mary Paula Zaytoun Steele's personal attorney-client privilege

Positions of the Parties

• Mary Paula Zaytoun Steele (Trustee): The marital nieces and nephews do not qualify; testamentary exception does not apply to trusts or when client asserts own privilege; attorney-client privilege should be protected

• Counter-Petitioners (biological nieces and nephews): The phrase 'my nieces and nephews' refers only to biological relatives; Grantor impliedly authorized release of privileged communications for proper estate administration; testamentary exception applies to dispute distribution

Decision of the Court and Reasons

The Court of Appeals affirmed the trial court's order compelling production of documents. The court concluded that the testamentary exception to attorney-client privilege applies equally to disputes regarding distribution under either a will or a trust, finding this is a question of first impression under North Carolina law. The exception applies when there is a controversy to determine who shall take by succession, which is precisely the situation presented here regarding Grantor's intent in using the phrase 'my nieces and nephews.' The underlying purpose of the testamentary exception assumes that a client impliedly authorized the release of confidential information in order that the estate might be properly and thoroughly administered. The court carefully crafted the order to prevent release of any privileged communications regarding other clients of the law firm, thereby protecting Mary Paula Zaytoun Steele's personal attorney-client privilege.

In re Estate of Patricia Lovorn Eaves, Deceased, and Estate of John Arthur Eaves Sr., Deceased

2026 WL 368252

Court of Appeals of Mississippi, No. 2024-CA-00692-COA, Madison County Chancery Court

Relevant Facts

• John Sr. and Patricia were married and had three children: John Jr., Tiffany, and Paige

• Patricia died of pancreatic cancer on March 22, 2020, leaving bulk of estate to John Sr.

• Patricia's will left $1,000 to each of John Sr.'s children and promised an equal split of Sudan lawsuit settlement

• John Sr. executed a will on April 21, 2020 appointing John Jr. as executor and splitting residuary equally among three children

• On July 25, 2020, John Sr. assigned all his law firm cases, clients, fees, and accounts to John Jr.

• On August 3, 2020, John Sr. executed deeds granting various properties to John Jr., Paige, and Tiffany

• In June 2021, John Sr. executed quitclaim deeds transferring 739.5 acres in Oxford and other properties

• On February 25, 2022, John Sr. executed additional quitclaim deeds transferring remaining properties

• John Sr. died on March 18, 2022, after being admitted to Baptist Hospital

• Tiffany and Paige challenged the validity of inter vivos conveyances and law firm assignment, alleging undue influence

Legal Issues

• Whether the inter vivos gifts and law firm assignment were valid

• Whether undue influence arising from a confidential relationship between John Sr. and John Jr. invalidated the transfers

• Whether the doctrines of equitable, promissory, and quasi estoppel apply to enforce alleged promises regarding the Sudan lawsuit settlement

• Whether the chancellor improperly limited cross-examination of the expert witness

Positions of the Parties

• Tiffany and Paige (Appellants): The inter vivos conveyances and law firm assignment were the result of undue influence from a confidential relationship; they relied on promises regarding Sudan lawsuit settlement distribution; the chancellor improperly limited expert witness cross-examination

• John Jr. (Appellee): The transfers were valid voluntary gifts made by a competent donor; no confidential relationship existed because John Sr. remained self-sufficient and independent; any promises regarding the Sudan settlement were gratuitous and unenforceable

Decision of the Court and Reasons

The Court of Appeals affirmed the chancellor's judgment denying Tiffany and Paige's requests to set aside the inter vivos conveyances and law firm assignment. The court found that all elements of valid inter vivos gifts were satisfied: John Sr. was competent, the donations were voluntary with donative intent, the gifts were complete and unconditional, delivery was made, and the gifts were irrevocable. Although John Sr.'s poor health and age created potential for a confidential relationship, natural safeguards existed including that John Sr. traveled internationally alone, negotiated contracts, and remained highly independent. Tiffany and Paige failed to prove a confidential relationship by clear and convincing evidence, and even if established, John Jr. successfully rebutted any presumption of undue influence. The court also rejected claims under equitable, promissory, and quasi estoppel doctrines because Tiffany and Paige failed to demonstrate detrimental reliance or detriment. Regarding the expert witness cross-examination issue, the court found the chancellor properly exercised discretion in preventing unnecessary delay caused by counsel reading deposition transcripts rather than asking questions, and the issue was procedurally barred for failure to make a proper proffer.