Full Opinion

COURT OF APPEALS OF VIRGINIA Record No. 1938-25-3 LAUREN SNAPP MILGRIM, AS ADMINISTRATOR OF THE ESTATE OF PHILLIP BRADLEY SNAPP v. HEIDI J. VAUGHT Present: Judges Athey, Ortiz and Causey Argued by videoconference Opinion Issued November 4, 2026* FROM THE CIRCUIT COURT OF WYTHE COUNTY Josiah T. Showalter, Jr., Judge Mark L. Esposito (Penn, Stuart & Eskridge, PC, on briefs), for appellant. E. Kyle McNew (MichieHamlett PLLC, on brief), for appellee. MEMORANDUM OPINION BY JUDGE DORIS HENDERSON CAUSEY This case requires us to determine whether a co-signer of a deed of trust but not a co-signer of the underlying note was obligated to pay the debt. The circuit court ruled that a parcel of real property once owned by Phillip Bradley Snapp and Heidi J. Vaught as joint tenants with right of survivorship was not part of Snapp’s estate upon his death. The court also ruled that Snapp’s estate was solely responsible for paying a debt evidenced by a note that only Snapp signed, although both Snapp and Vaught signed the deed of trust securing it. The administrator of Snapp’s estate appeals, arguing that although only Snapp signed the note, Vaught is responsible for paying the debt. Finding no error in the circuit court’s judgment, we affirm. * This opinion is not designated for publication. See Code § 17.1-413(A). BACKGROUND In 2019, Snapp and Vaught bought a parcel of real property in Wythe County as joint tenants with right of survivorship. In 2020, Snapp and Vaught conveyed the parcel by deed of trust to secure a debt to First Bank and Trust Company (the Bank). Although Vaught was a grantor in the deed of trust securing the debt, she did not sign the underlying note. The deed of trust listed Vaught as a borrower but provided that any borrower who did not sign the note “is co-signing this Security Instrument only to mortgage, grant and convey the co-signer’s interest in the Property under the terms of this Security Instrument” and “is not personally obligated to pay the sums secured by this Security Instrument.” Snapp died intestate in December 2022, and Lauren Snapp Milgrim qualified as administrator of his estate. Vaught sought a declaratory judgment against Milgrim in her capacity as administrator, disputing the disposition of the estate’s assets and liabilities.1 Vaught asked the circuit court to declare that the parcel was not part of Snapp’s estate, Vaught was the sole owner of the parcel, and Vaught was not liable for payments under the note. Milgrim demurred, expressly conceding that Snapp’s interest in the parcel passed to Vaught outside the estate upon his death but asserting that Vaught succeeded to Snapp’s interest subject to the deed of trust and therefore was liable for payments under the note. After a hearing, the circuit court overruled the demurrer. Milgrim later answered the complaint, and the matter proceeded to a bench trial, where the parties presented evidence and argument. The circuit court deferred decision and ordered post-trial briefs. In her brief, Milgrim admitted that she decided not to pay the debt in full using the estate’s assets because the parcel conveyed by the deed of trust secured the debt, so the parcel was “the primary source” from which to pay it. Milgrim also claimed that “before the Snapp 1 The Bank was also an initial defendant but the circuit court subsequently dismissed it by agreement of the parties. -2- Estate can be subjected to payment of the Snapp Note at the instance [sic] of Vaught, the Property must first be liquidated and the proceeds applied to the Snapp Note.” Vaught countered that she was the sole owner of the parcel, and the deed of trust stated that she was not personally liable to pay the debt. Vaught asked the court to declare that only the estate was liable to pay. After considering the briefs, the court issued a letter opinion finding that the parcel was not part of Snapp’s estate, Vaught was the sole owner of the parcel after Snapp’s death, and Snapp alone executed the note. The court ruled that because only Snapp executed the note, the debt was Snapp’s personal obligation at the time of his death and was part of his estate. The final order incorporated the letter opinion and reiterated that the note “was a personal obligation of Phillip Snapp that remained a personal obligation at the time of his death and is thus a part of the Snapp Estate.” Although the order acknowledged that Vaught signed the deed of trust, thereby securing the “amount[] owed under the Note,” it added that “Mr. Snapp’s estate is solely responsible for repayment of the Note.” Milgrim timely appealed. She asserts that the circuit court erred by relying on our Supreme Court’s opinion in Dolby v. Dolby, 280 Va. 132 (2010), to rule that the debt was part of Snapp’s estate. She argues that Dolby is distinguishable because in that case, only the decedent signed both the note and the deed of trust. Here, Milgrim continues, Vaught signed the deed of trust, so she was liable for the debt secured by the parcel. We disagree. ANALYSIS Deeds of trust and promissory notes are contracts. Squire v. Va. Hous. Dev. Auth., 287 Va. 507, 515 (2014) (deeds of trust); Lee v. Mulford, 269 Va. 562, 565 (2005) (promissory notes). “We review a circuit court’s interpretation of a contract de novo and ‘have an equal opportunity to consider the words of the contract within the four corners of the instrument itself.’” Schuiling v. Harris, 286 Va. 187, 192 (2013) (quoting Uniwest Constr., Inc. v. Amtech -3- Elevator Servs., 280 Va. 428, 440 (2010)). “When the terms in a contract are clear and unambiguous, the contract is construed according to its plain meaning.” Squire, 287 Va. at 516 (quoting Uniwest, 280 Va. at 440). “[T]he obligation to pay [a] lender . . . arises from the note, not the deed of trust.” Parrish v. Fed. Nat’l Mortg. Ass’n, 292 Va. 44, 53 n.7 (2016). As the circuit court correctly found—and as Milgrim concedes—Vaught did not sign the note. Thus, Vaught did not “promise to pay” the Bank; only Snapp did, and his obligation to pay became part of his estate on death. See Brown v. Hargraves, 198 Va. 748, 751-52 (1957). Although Vaught signed the deed of trust, the deed of trust does not create an obligation to pay the debt. Parrish, 292 Va. at 53 n.7. “The deed of trust merely secures the indebtedness evidenced by the note.” Id. “The essential purposes of a deed of trust are two-fold: to secure the lender-beneficiary’s interest in the parcel it conveys and to protect the borrower from acceleration of the debt and foreclosure on the securing property prior to the fulfillment of the conditions precedent it imposes.” Mathews v. PHH Mortg. Corp., 283 Va. 723, 732 (2012). A deed of trust empowers the trustee to foreclose on the property after the conditions precedent to foreclosure have been met and the power to foreclose accrues. Id. at 731; see also Squire, 287 Va. at 515. Moreover, the deed of trust here could not create a payment obligation for Vaught because it expressly provided that anyone who co-signed the deed of trust but not the underlying note “is not personally obligated to pay the sums secured by” the deed of trust. Consequently, the circuit court did not err by relying on Dolby, insofar as it ruled that the debt was part of the estate. Milgrim correctly observes that Dolby’s widow signed neither the note nor the deed of trust in that case. Dolby, 280 Va. at 134. But the crux of the Supreme Court’s ruling was that “the mortgage debt arises from a note upon which Dolby was solely liable.” Id. at 136 (emphasis added). Dolby’s widow “was not added as a joint obligor on the -4- note, nor did she assume the obligation,” the Court ruled, so “the mortgage debt on the [p]roperty remained a personal obligation of Dolby at the time of his death,” and “the mortgage debt is a debt of Dolby’s estate.” Id. (emphasis added). The Supreme Court made similar holdings in Parrish, 292 Va. at 53 n.7, Mathews, 283 Va. at 732, and Brown, 198 Va. at 751-52. Milgrim also claims that the circuit court erred by ruling that the estate was solely liable for the debt.2 She contends that the ruling “is tantamount to a re[s]cission or cancellation of the [d]eed of [t]rust” or “acts to exonerate” Vaught from her obligations under the deed of trust. According to Milgrim, no grounds for rescission, cancellation, or exoneration exist. Vaught counters that the court’s ruling “has no impact whatsoever on the rights and obligations set forth in the” deed of trust. We agree with Vaught. Although Vaught has no legal obligation under the note to pay the debt, she accepted the same risk as many co-signers when she signed the deed of trust—i.e., that collaterally securing a debt may be lost if the debt goes unpaid. The deed of trust created a lien on the parcel, and that lien remains effective until the debt is paid. Thompson v. Miller, 195 Va. 513, 516 (1954) (“[N]othing short of actual payment of the debt, or an express release [] will operate to discharge the mortgage. The mortgage remains a lien until the debt it was given to secure is satisfied.” (emphasis omitted) (quoting Waynesboro Nat’l Bank v. Smith, 151 Va. 481, 491 (1928))). If the 2 Milgrim argues, in part, that Vaught’s complaint did not seek a declaration that the estate was solely liable. The record disproves that argument, however, because the complaint’s prayer for relief expressly seeks “an appropriate order” “[d]eclaring that the Note . . . was the sole responsibility of . . . Mr. Snapp’s estate.” Milgrim also argues that the Bank is a necessary party, but she agreed to dismiss the Bank and may not approbate and reprobate. A party, “‘having agreed upon the action taken by the trial court, should not be allowed to assume an inconsistent position’ with respect to that action on appeal.” Commonwealth v. Holman, 303 Va. 62, 75 (2024) (quoting Clark v. Commonwealth, 220 Va. 201, 214 (1979)). -5- debt is not paid, such as if the estate’s assets are insufficient,3 the trustee under the deed of trust retains the power to foreclose on the parcel. See Mathews, 283 Va. at 732 (“[N]on-payment under the note is the principal reason for foreclosure.”); Thompson, 195 Va. at 516 (holding that only payment or release discharge the lien of a deed of trust); Greenbrier Joint Stock Land Bank v. Opie, 165 Va. 334, 339-40 (1935) (noting a lender’s power to foreclose under a deed of trust where the deceased grantor’s estate was insolvent). By signing the deed of trust, which provided that even though she did not sign the note and was not obligated under it, Vaught “mortgage[d], grant[ed] and convey[ed] [her] interest in the” parcel unless the debt was paid. CONCLUSION For these reasons, the circuit court correctly ruled that the debt under the note is a part of Snapp’s estate, and we affirm the judgment. Affirmed. 3 The estate is liable only to the extent of Snapp’s assets at the time of his death. See Fitzhugh v. Fitzhugh, 52 Va. 300, 302 (1854) (“[F]or the contracts of the decedent, the representative is bound not personally, but in his representative capacity.”). The record includes no allegation or evidence that the estate is insolvent and unable to pay the debt. Although the record is silent about any other debts and demands, the note shows the initial principal balance of the debt was $205,000 and the inventory of the personal estate shows a value of $569,866.65. -6-