Mgmt. Enter., Inc. v. Thorncroft Co., 416 S.E.2d 229 (Va. 1992). · Go Syfert
Mgmt. Enter., Inc. v. Thorncroft Co., 416 S.E.2d 229 (Va. 1992). Cases Citing This Book View Copy Cite
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cited 3× by 3 distinct cases, last quoted 2009 · 2 courts · …so gross as to shock the conscience.
cited 3× by 2 distinct cases, last quoted 2010 · 2 courts · …usually, proof of waiver is a question for the trier of fact. at p. 232
99 citation events (68 in the last 25 years) across 19 distinct courts.
Strongest positive: Motor City Bagels, L.L.C. v. American Bagel Co. (mdd, 1999-06-07)
Treatment trajectory · 1993 → 2026 · click a year to view as-of
1993 2009 2026
Top citers, strongest first. 42 distinct citers. How cited ↗
examined Cited as authority (verbatim quote) Motor City Bagels, L.L.C. v. American Bagel Co. (2×) also: Cited as authority (quoted)
D. Maryland · 1999 · signal: see also · quote attribution · 2 verbatim quotes · confidence high
usually, proof of waiver is a question for the trier of fact.
cited Cited as authority (rule) Pro-Lift Doors Franchise, LLC v. Arukah LLC et al.
W.D. Va. · 2026 · confidence medium
Enters., Inc. v. Thorncroft Co., 416 S.E.2d 229, 231 (Va. 1992).
discussed Cited as authority (rule) Nikoloff v. Northop Grumman Systems Corp.
Ill. App. Ct. · 2026 · confidence medium
Under Virginia law, the - 12 - No. 1-25-2002 standard for avoiding an agreement on grounds of unconscionability requires that it be “one that no man in his senses and not under a delusion would make, on the one hand, and as no fair man would accept, on the other.” Management Enterprises, Inc. v. Thorncroft Co., 243 Va. 469, 473 , 416 S.E.2d 229, 231 (1992).
cited Cited as authority (rule) A Better Day, Inc. v. Hay-Be Corporation
Va. Ct. App. · 2025 · confidence medium
Enters., Inc. v. Thorncroft Co., 243 Va. 469, 474 (1992).
discussed Cited as authority (rule) Yellow Mountain Village Mobil Home Park Association v. Yellow Mountain MHP, LLC
Va. Ct. App. · 2024 · confidence medium
Enters., Inc. v. Thorncroft Co., Inc., 243 Va. 469, 472 (1992) (“[W]here an agreement is complete on its face, is plain and unambiguous in its terms, the court is not at liberty to search for its meaning beyond the instrument itself . . . .
cited Cited as authority (rule) Davis v. Young & Associates, Inc.
W.D. Va. · 2021 · confidence medium
Enters., Inc. v. Thorncroft Co., Inc., 416 S.E.2d 229, 231 (Va. 1992) (quoting Smyth Brothers, 104 S.E. at 382 ).
cited Cited as authority (rule) Marroquin v. Dan Ryan Builders Mid-Atlantic, LLC
W.D. Va. · 2020 · confidence medium
Enters., Inc. v. Thorncroft Co., Inc., 416 S.E.2d 229, 231 (Va. 1992)).
cited Cited as authority (rule) Goldkress Corp. v. Orthopaedic and Spine Center
Va. Ct. App. · 2016 · confidence medium
Enters., Inc. v. Thorncroft Co., 243 Va. 469, 474 , 416 S.E.2d 229, 232 (1992)).
cited Cited as authority (rule) Orthopaedic and Spine Center v. Goldkress Corp.
Va. Ct. App. · 2016 · confidence medium
Enters., Inc. v. Thorncroft Co., 243 Va. 469, 474 , 416 S.E.2d 229, 232 (1992)).
discussed Cited as authority (rule) Deborah MacDougall v. Richard S. Levick
Va. Ct. App. · 2016 · confidence medium
Enters. v. The Thorncroft Co., 243 Va. 469, 474 , 416 S.E.2d 229, 232 (1992))). 15 These grounds included mere agreement to agree, invalidity on its own terms, MacDougall’s first material breach, vagueness and uncertainty of terms, unconscionableness and duress, failure to disclose assets and obligations or waiver, revocation by MacDougall’s waiver of rights and both parties’ abandonment of the agreement, MacDougall’s repudiation of the agreement, criminality, and contradiction of Virginia public policy. 16 Some courts distinguish a waiver from a forfeiture.
cited Cited as authority (rule) Richard S. Levick v. Deborah MacDougall
Va. Ct. App. · 2016 · confidence medium
Enters. v. The Thorncroft Co., 243 Va. 469, 474 , 416 S.E.2d 229, 232 (1992))).
discussed Cited as authority (rule) Deborah MacDougall v. Richard S. Levick
Va. Ct. App. · 2015 · confidence medium
Enters. v. The Thorncroft Co., 243 Va. 469, 474 , 416 S.E.2d 229, 232 (1992))). 9 These grounds included mere agreement to agree, invalidity on its own terms, MacDougall’s first material breach, vagueness and uncertainty of terms, unconscionableness and duress, failure to disclose assets and obligations or waiver, revocation by MacDougall’s waiver of rights and both parties’ abandonment of the agreement, MacDougall’s repudiation of the agreement, criminality, and contradiction of Virginia public policy. 10 Some courts distinguish a waiver from a forfeiture.
cited Cited as authority (rule) Richard S. Levick v. Deborah MacDougall
Va. Ct. App. · 2015 · confidence medium
Enters. v. The Thorncroft Co., 243 Va. 469, 474 , 416 S.E.2d 229, 232 (1992))).
discussed Cited as authority (rule) Deborah MacDougall v. Richard S. Levick
Va. Ct. App. · 2015 · confidence medium
Enters. v. The Thorncroft Co., 243 Va. 469, 474 , 416 S.E.2d 229, 232 (1992))). 9 These grounds included mere agreement to agree, invalidity on its own terms, MacDougall’s first material breach, vagueness and uncertainty of terms, unconscionableness and duress, failure to disclose assets and obligations or waiver, revocation by MacDougall’s waiver of rights and both parties’ abandonment of the agreement, MacDougall’s repudiation of the agreement, criminality, and contradiction of Virginia public policy. 10 Some courts distinguish a waiver from a forfeiture.
discussed Cited as authority (rule) Wilson v. Walker (In re Walker)
8th Cir. BAP · 2015 · confidence medium
An “unconscionable bargain has been defined to be ‘one that no man in his senses and not under a delusion would make, on the one hand, and as no fair man would accept, on the other.’ The inequality must be so gross as to shock the conscience.” Management Enters., Inc. v. Thomcroft Co., Inc., 243 Va. 469 , 416 S.E.2d 229, 231 (1992) (quoting Smyth Bros.-McCleary-McClellan Co. v. Beresford, 128 Va. 137 , 104 S.E. 371, 382 (1920)).
discussed Cited as authority (rule) Joseph R. Wilson v. Michael A. Walker
8th Cir. BAP · 2015 · confidence medium
An “unconscionable bargain has been defined to be ‘one that no man in his senses and not under a delusion would make, on the one hand, and as no fair man would accept, on the other.’ The inequality must be so gross as to shock the conscience.” Managment Enters., Inc. v. Thorncroft Co., Inc., 416 S.E.2d 229, 231 (Va. 1992) (quoting Smyth Bros.-McLeary-McLellan Co. v. Beresford, 104 S.E. 371, 382 (Va. 1920)).
cited Cited as authority (rule) Murr v. Capital One Bank (USA), N.A.
E.D. Va. · 2014 · confidence medium
Enters., Inc. v. Thorncroft Co., Inc., 243 Va. 469 , 416 S.E.2d 229, 231 (1992).
discussed Cited as authority (rule) RESTON SURGERY CENTER v. CITY OF ALEXANDRIA and PMA Management Corp.
Va. Ct. App. · 2013 · confidence medium
“At the trial or adjudicatory hearing level, the ‘burden rests on the party relying on a waiver ... to prove the essentials of such waiver ... by clear, precise and unequivocal evidence.’ ” Orthopaedic & Spine Ctr., 61 Va.App. at 492 , 737 S.E.2d at 548 (quoting Stanley’s Cafeteria, Inc. v. Abramson, 226 Va. 68, 74 , 306 S.E.2d 870, 873 (1983)). “ ‘[P]roof of waiver is a question for the trier of fact.’ ” Id. (alteration in original) (quoting Management Enterprises, Inc. v. Thorncroft *564 Co., 243 Va. 469, 474 , 416 S.E.2d 229, 232 (1992)).
discussed Cited as authority (rule) Orthopaedic and Spine Center v. Muller Martini Manufacturing Corp.
Va. Ct. App. · 2013 · confidence medium
However, this does not end our analysis, because the commission found that there was “ample evidence of acceptance, acquiescence, and/or waiver.” Furthermore, the commission found “that the medical provider’s silence and acceptance of payment is sufficient to evidence its acceptance of the *492 proposal to modify the contract to include workers’ compensation.” At the trial or adjudicatory hearing level, the “ ‘burden rests on the party relying on a waiver ... to prove the essentials of such waiver ... by clear, precise and unequivocal evidence.’ ” Stanley’s Cafeteria, Inc…
discussed Cited as authority (rule) Waters v. CitiMortgage, Inc.
Chesterfield Cir. Ct. · 2013 · confidence medium
Furthermore “[rescission is an equitable cause of action” and “the Court’s case law has consistently applied the doctrine of laches — and not statutes of limitations — in determining whether rescission actions are time-barred.” Nunnenkamp v. Copenhaver, No. 092506, 2011 Va. LEXIS 240 , at *1 (July 29,2011) (citing Management Enters., Inc. v. Thorncroft Co., 243 Va. 469, 473-74 , 416 S.E.2d 229, 232 (1992)).
cited Cited as authority (rule) FRANSMART, LLC v. Freshii Development, LLC
E.D. Va. · 2011 · confidence medium
Enters., Inc. v. Thorncroft Co., Inc., 243 Va. 469 , 416 S.E.2d 229, 231 (1992) (internal citations omitted).
cited Cited as authority (rule) Heinrich Schepers GmbH & Co. v. Whitaker
Va. · 2010 · confidence medium
We have also held that: "Usually, proof of waiver is a question for the trier of fact." Management Enterprises v. The Thorncroft Co., 243 Va. 469, 474 , 416 S.E.2d 229, 232 (1992).
cited Cited as authority (rule) Hall v. AT & T MOBILITY LLC
D.N.J. · 2009 · confidence medium
Enters., Inc. v. Thorncroft Co., 243 Va. 469 , 416 S.E.2d 229, 231 (1992)).
cited Cited as authority (rule) Guadagno v. E Trade Bank
C.D. Cal. · 2008 · confidence medium
Enters., Inc. v. Thorncroft Co., 243 Va. 469 , 416 S.E.2d 229, 231 (1992).
cited Cited as authority (rule) Kaltwasser v. Cingular Wireless LLC
N.D. Cal. · 2008 · confidence medium
Enter., Inc. v. Thorncroft Co., 243 Va. 469 , 416 S.E.2d 229, 231 (1992).
discussed Cited as authority (rule) Gay v. CreditInform
3rd Cir. · 2007 · confidence medium
Enters., Inc. v. Thorncroft Co., 243 Va. 469 , 416 S.E.2d 229, 231 (1992) (quoting Smyth Bros.-McCleary-McClellan Co. v. Beresford, 128 Va. 137 , 104 S.E. 371, 382 (1920)).
discussed Cited as authority (rule) Gay v. CreditInform
3rd Cir. · 2007 · confidence medium
Enters., Inc. v. Thorncroft Co., 416 S.E.2d 229, 231 (Va. 1992) (quoting Smyth Bros.-McCleary-McClellan Co. v. Beresford, 104 S.E. 371, 382 (Va. 1920)).
discussed Cited as authority (rule) Weiss v. E.V.M.S. Academic Physicians & Surgeons Health Service Foundation
Norfolk Cir. Ct. · 2005 · confidence medium
In Virginia, unconscionable agreements are contracts “no man in his senses and not under a delusion would make” or “no fair man would accept”; an unconscionable contract is so inequitable as to “shock the conscience.” Management Enterprises v. Thorncroft, Co., 243 Va. 469, 473 , 416 S.E.2d 229, 231 (1992) (internal quotations omitted).
cited Cited as authority (rule) Mobil Oil Corp v. Earhart Petroleum
4th Cir. · 2000 · confidence medium
The inequality must be so gross as to shock the conscience." Management Enters., Inc. v. Thorncroft Co., 416 S.E.2d 229, 231 (Va. 1992) (internal quotations omitted).
cited Cited as authority (rule) Waynesboro Village, L.L.C. v. BMC Properties
Va. · 1998 · confidence medium
Capital Commercial Prop. v. Vina Enterprises, 250 Va. 290, 294-95 , 462 S.E.2d 74, 77 (1995); Management Enterprises v. The Thorncroft Co., 243 Va. 469, 472 , 416 S.E.2d 229, 231 (1992).
cited Cited as authority (rule) McLean Square Associates, G.P. v. J.W. Fortune, Inc. (In Re McLean Square Associates, G.P.)
E.D. Va. · 1996 · confidence medium
Co. v. Keller, 249 Va. 458, 460 , 456 S.E.2d 525, 526 (Va.1995); Management Enterprises, Inc. v. Thorncroft Co., Inc., 243 Va. 469, 472 , 416 S.E.2d 229, 231 (Va.1992).
cited Cited as authority (rule) Faculty for Responsible Change v. Visitors of James Madison University
Rockingham Cir. Ct. · 1995 · confidence medium
Management Enterprises v. Thorncroft Co., 243 Va. 469, 472 , 416 S.E.2d 229, 231 (1992)....
discussed Cited as authority (rule) Capital Commercial Properties, Inc. v. Vina Enterprises, Inc.
Va. · 1995 · confidence medium
We follow the “plain meaning” rule when construing written instruments: *295 Berry v. Klinger, 225 Va. 201, 208 , 300 S.E.2d 792, 796 (1983) (quoting Globe Company v. Bank of Boston, 205 Va. 841, 848 , 140 S.E.2d 629, 633 (1965)); Management Enterprises v. The Thorncroft Co., 243 Va. 469, 472 , 416 S.E.2d 229, 231 (1992).
cited Cited as authority (rule) Gustafson v. Southland Life Insurance
E.D. Va. · 1995 · confidence medium
Inc. v. Thorncroft, Co., 243 Va. 469, 472 , 416 S.E.2d 229, 231 (1992) (construing writing as “repository” of the final agreement of the parties).
cited Cited as authority (rule) Aetna Casualty & Surety Co. v. Fireguard Corp.
Va. · 1995 · confidence medium
Management Enterprises v. The Thorncroft Co., 243 Va. 469, 472 , 416 S.E.2d 229, 231 (1992).
discussed Cited as authority (rule) Earl W. Rickman, Jr. v. Deere & Company John Deere Company John Deere Limited
4th Cir. · 1994 · confidence medium
Further, we believe that, applying the Virginia law of unconscionability in contracting, see Management Enterprises v. Thorncroft Co., 416 S.E.2d 229, 231 (Va.1992), this disclaimer of implied warranties was not unconscionable, and the district court's judgment should be affirmed.
discussed Cited as authority (rule) Gollobin v. Air Distributing Co., Inc.
E.D. Va. · 1993 · confidence medium
The Supreme Court of Virginia defines “ambiguity” as “the condition of admitting of two or more meanings, of being understood in more than one way, or of referring to two or more things at the same time.” Management Enters., Inc. v. Thomcroft Co., 243 Va. 469 , 416 S.E.2d 229, 231 (1992) (quoting Berry v. Klinger, 225 Va. 201 , 300 S.E.2d 792, 796 (1983)). 5 .
cited Cited as authority (rule) Pinkerton Tobacco Co. v. Melton
Va. · 1993 · confidence medium
Management Enters., Inc. v. Thorncroft Co., 243 Va. 469, 472 , 416 S.E.2d 229, 231 (1992).
discussed Cited as authority (rule) Nehi Bottling Company, Incorporated v. All-American Bottling Corporation, John Armes v. All-American Bottling Corporation
4th Cir. · 1993 · confidence medium
The Supreme Court of Virginia has defined ambiguity as “the condition of admitting of two or more meanings, of being understood in more than one way, or of referring to two or more things at the same time.” Management Enters., Inc. v. Thorncroft Co., 243 Va. 469 , 416 S.E.2d 229, 231 (1992) (quoting Berry v. Klinger, 225 Va. 201 , 300 S.E.2d 792, 796 (1983)).
discussed Cited "see" MAMA/TMU, L.L.C. v. Miller (2×)
Norfolk Cir. Ct. · 2016 · signal: see · confidence high
See Management Enters., Inc. v. Thorncroft Co., 243 Va. 469, 472 , 416 S.E.2d 229, 231 (1992).
discussed Cited "see, e.g." Yeskolski v. Crosby (2×)
Va. · 1997 · signal: see also · confidence low
Accord Berry v. Klinger, 225 Va. 201, 208 , 300 S.E.2d 792, 796 (1983); see also Management Enterprises v. The Thorncraft Co., 243 Va. 469, 472 , 416 S.E.2d 229, 231 (1992); Capital Commercial Prop. v. Vina Enterprises; 250 Va. 290, 294-95 , 462 S.E.2d 74, 77 (1995).
discussed Cited "see, e.g." L & E Corporation v. Days Inns of America, Inc. (2×)
4th Cir. · 1993 · signal: see also · confidence low
See J.A. at 135. “[U]nconseionability deals primarily with a grossly unequal bargaining power at the time the contract is formed____ [Wjhere, as here, experienced parties agree to allocate unknown or undet-erminable risks, they should be held to their bargain; courts, or juries, should not be permitted to rewrite the agreement.” Envirotech Corp. v. Halco Eng’g, Inc., 234 Va. 583 , 364 S.E.2d 215, 220 (1988); see also Management Enters., Inc. v. Thomcroft Co., 243 Va. 469 , 416 S.E.2d 229, 231 (1992) (unconscionable contract is “ ‘one that no man in his senses and not under a delusion…
Retrieving the full opinion text from the archive…
Management Enterprises, Inc., Et Al.
v.
the Thorncroft Company, Inc.
Record 910702.
Supreme Court of Virginia.
Apr 17, 1992.
416 S.E.2d 229
1992 Va. LEXIS 41
A. Davis Bugg, Jr. (Rumsey, Breedon, Hubbard, Bugg & Terry, on briefs), for appellants., William J. LoPorto; Edmund P. Shevlin for appellee.
Hassell.
Cited by 46 opinions  |  Published
1 passage pin-cited by 1 case
Pinpoint authority: bottom 62%
Citer courts: D. Maryland (1)
JUSTICE HASSELL

delivered the opinion of the Court.

The primary issue we consider in this appeal is whether a notice of termination provision in a “hunting lease” is ambiguous.

The Thorncroft Company, Inc. (Thorncroft), executed an agreement referred to as an “exclusive hunting lease” with Management Enterprises, Inc. (Management Enterprises). * The agreement, among other things, gave Management Enterprises the right to hunt, fish, and trap on approximately 619 acres of Thorn-croft’s property, commonly known as the West End Farm tract and the Magnolia Farm tract, located in Northumberland County. Thorncroft conducted farm operations on certain portions of the property.

[*471] The agreement is for a term of 32 years commencing on March 1, 1981, and terminating on February 28, 2013. The “rent” during the term of the “hunting lease” is $49,520, payable in annual installments of $1,547.50.

In October 1986, Thorncroft executed a contract to sell to Mill Creek Limited Partnership the West End Farm tract, which was encumbered by the “hunting lease.” Henry G. Thorndike, a director and officer of Thorncroft, learned from a title examination that the “hunting lease” had been recorded and was considered a potential cloud on the title to the property. The Partnership refused to close on the property until the encumbrance was removed.

Thorncroft and Management Enterprises engaged in extensive negotiations. The negotiations culminated with a written release agreement in which Thorncroft agreed to pay Management Enterprises $15,000 for the release of its rights to use the West End Farm tract as permitted by the “hunting lease,” subject to certain conditions.

In July 1989, Thorncroft filed a “Petition for Rescission of Lease And For Other Relief” in chancery. Thorncroft sought: rescission of the “hunting lease” alleging fraud, undue influence, unconscionability, and breach of the “hunting lease”; an adjudication that paragraph two of the “hunting lease” provided for a three-month written notice for termination; an adjudication that the release is void and unenforceable because of fraud, misrepresentation, and duress, and that the $15,000 payment made pursuant to the release should be refunded; and compensatory damages.

At the conclusion of a bench trial, the chancellor held, among other things, that Thorncroft could terminate the “hunting lease” at any time upon three-months written notice and that Management Enterprises must return the $15,000 it received from Thorn-croft because the release agreement is unconscionable and, therefore, null and void. We awarded Management Enterprises an appeal.

Management Enterprises argues that the trial court erred in holding that Thorncroft had the right to terminate the “hunting lease” at any time by giving a three-month written notice to Management Enterprises.

Paragraph' two of the “hunting lease” states:

2. A WRITTEN NOTICE OF THREE MONTHS shall be given by the Lessee should he desire to vacate at the ter[*472] mination of the lease; and should the Lessor desire possession a like notice shall be required; in the event no such notice is given by either party, then the lease shall continue in force from year to year at the same rent and subject to all the conditions and covenants herein contained. But if such notice shall have been given by either party, the Lessor, his agents or assigns, may advertise the premises for rent in one or more conspicuous places and may show the premises to any person desiring to rent the same for the purposes of game management.

We have consistently followed the “plain meaning” rule when construing written agreements.

[Wjhere an agreement is complete on its face, is plain and unambiguous in its terms, the court is not at liberty to search for its meaning beyond the instrument itself .... This is so because the writing is the repository of the final agreement of the parties.

Berry v. Klinger, 225 Va. 201, 208, 300 S.E.2d 792, 796 (1983) (quoting Globe Company v. Bank of Boston, 205 Va. 841, 848, 140 S.E.2d 629, 633 (1965)). We have defined “ambiguity” as “the condition of admitting of two or more meanings, of being understood in more than one way, or of referring to two or more things at the same time.” Berry, 225 Va. at 207, 300 S.E.2d at 796 (quoting Webster’s Third New International Dictionary 66 (1976)). Additionally, we must interpret the agreement as written and we are not free to rewrite its terms. Graphic Arts Mutual Ins. v. C.W. Warthen Co., 240 Va. 457, 460, 397 S.E.2d 876, 877-78 (1990).

The plain language contained in the notice provision unequivocally and clearly specifies that if the lessee, Management Enterprises, desires to vacate at the termination of the “hunting lease,” then it must give written notice three months before the termination date, which is February 28, 2013. Additionally, the plain language of the “agreement” requires that the lessor, Thorn-croft, give written notice three months before the termination date if it desires to end the “hunting lease.” If either party fails to give such written notice, then the “hunting lease” continues from year to year subject to the same rent, conditions, and covenants. Thus, we hold that Thorncroft, if it desired to terminate the “hunting[*473] lease” utilizing the notice provision, could do so only by giving written notice to Management Enterprises three months before the termination date.

Next, Management Enterprises argues that the trial court erred by holding that the release agreement is unconscionable and, therefore, null and void and that Thorncroft is entitled to recover the $15,000 payment made to Management Enterprises.

We stated in Smyth Brothers v. Beresford, 128 Va. 137, 104 S.E. 371 (1920), the principles that we apply when determining whether a contract is unconscionable:

While the jurisdiction undoubtedly exists in the courts to avoid a contract on the ground that it makes an unconscionable bargain, nevertheless an inequitable and unconscionable bargain has been defined to be ‘one that no man in his senses and not under a delusion would make, on the one hand, and as no fair man would accept, on the other.’ The inequality must be so gross as to shock the conscience.

Id. at 170, 104 S.E. at 382.

As we have already observed, the “hunting lease” gave Management Enterprises the right to hunt, fish, and trap on Thorn-croft’s property for 32 years. Additionally, the “hunting lease” conferred upon Management Enterprises numerous other rights including: the right to chain, lock, erect barriers or other movement restrictors on the property; the right to erect blinds on the property; and, the right to use rights of way, roads, and low water boundaries. Thorncroft recognized that Management Enterprises would “expend substantial money and resources to develop and manage a game program on the [property].” Also, Thorncroft agreed that it would not give permission to “individuals, groups of individuals, clubs or corporations to hunt, fish, or trap” on the property during the term of the “hunting lease.”

Even though the trial court considered Thorncroft’s payment of $15,000 to Management Enterprises in return for its release of these rights as exorbitant, the record does not reveal an inequality so gross as to shock the conscience. Accordingly, we hold that the release is not unconscionable.

In view of our holdings, we will reverse the judgment and remand the matter for further proceedings because the trial court did not decide whether Thorncroft was entitled to the remedy of[*474] rescission of the “hunting lease” on the basis of fraud and duress as alleged in its pleadings. We decline to accept Management Enterprises’ invitation to hold as a matter of law that Thorncroft is precluded from seeking rescission because of waiver and laches. Usually, proof of waiver is a question for the trier of fact, Link Assoc. v. Jefferson Standard, 223 Va. 479, 485, 291 S.E.2d 212, 216 (1982), and “whether under the circumstances of a given case a claim is barred by laches is primarily a decision resting within the discretion of the trial court.” Morris v. Mosby, 227 Va. 517, 521, 317 S.E.2d 493, 496 (1984). If Thorncroft is not entitled to rescission of the “hunting lease,” then the release agreement shall be binding upon the parties.

Reversed and remanded.

*

Even though the agreement is referred to as an “exclusive hunting lease,” it is actually a license because it does not convey a possessory interest in the property. Compare Bunn v. Offutt, 216 Va. 681, 683, 222 S.E.2d 522, 525 (1976) (license); and Clark v. Harry, 182 Va. 410, 414, 29 S.E.2d 231, 233 (1944) (lease). See also Church v. Goshen Iron Co., 112 Va. 694, 696, 72 S.E. 685, 685-86 (1911) (lease and license distinguished).