Langman v. Alumni Association of the University of Virginia

In 1986, Dr. Margaretha W. Langman (plaintiff) and Caleb N. Stowe deeded commercial property to the Alumni Association of the University of Virginia (association) (defendant). The deed contained a mortgage assumption clause, which would have allowed the responsibility for the mortgage to pass to the association. Association representatives never signed the deed, but the association acknowledged its receipt, despite the association director's privately expressed reservations about inclusion of the mortgage assumption clause. Thereafter, Stowe continued making mortgage payments out of the property's revenue, and when that revenue became insufficient, Stowe made the payments from his own funds. The association recorded Stowe's personal payments as a debt to be repaid to Stowe. In 1988, Stowe forgave this debt and the association treated his payments as charitable contributions to the association. Later, Stowe became insolvent, and the bank holding the mortgage notified Langman that she was now responsible for the mortgage payments. Langman made the payments but reserved her rights to reimbursement and demanded that the association assume responsibility for future payments. When the association refused, Langman sued the association. The trial court ruled in the association's favor, finding that the mortgage assumption clause was mistakenly inserted in the deed and never knowingly accepted by the association. Langman appealed to the Supreme Court of Virginia on two grounds: (1) the trial court improperly admitted parol evidence that contradicted the deed's plain language, and (2) the association accepted the deed pursuant to its terms and could not disavow its mortgage obligation 30 months later.