This issue this case presented for the Supreme Court's review centered on the parties' respective rights and obligations arising from a contract for the sale of land from SKI, Ltd.'s predecessor-in-interest to Mountainside Properties, Inc. The contract included a "right of first offer" (ROFO) with respect to an adjacent parcel. Mountainside appealed a declaratory judgment where the trial court concluded that the terms of the ROFO provision constituted an unlawful restraint on alienation. SKI cross-appealed the trial court's judgment that an offer that it made in 2012 to Mountainside pursuant to the ROFO violated the covenant of good faith and fair dealing implied in the agreement, and that it therefore was not free to sell the property to another buyer on the terms offered to Mountainside upon Mountainside's rejection of the offer. Both parties argued that the trial court erred in proposing an offer by SKI to Mountainside on alternative terms which the court concluded would satisfy the requirements of the ROFO while avoiding an unlawful restraint on alienation. After review, the Supreme Court affirmed the trial court's judgment that SKI's offer did not satisfy the requirements of the ROFO such that Mountainside's rejection freed SKI to sell the property to someone else. Because the Court reached its conclusion on the basis of straightforward contract interpretation, it did not consider whether the 2012 offer ran afoul of the implied covenant of good faith and fair dealing. Furthermore, the Supreme Court concluded the ROFO did not constitute an improper restraint on alienation. View "Ski, Ltd. v. Mountainside Properties, Inc." on Justia Law

The parties were adjoining property owners in the Town of Brandon. Michael and Jirina Obolensky owned forty acres of land, on which they operated a bed-and-breakfast in a large Victorian house located at the lower eastern end of the property. Although not directly visible from their house, there was a beautiful view of the mountains from the highest part of the land, accessible by walking from the house uphill through a field. The adjoining property owners were Robert and Sandra Trombley, who purchased 3.7 acres of land, and shortly after purchasing their parcel, built a home on the lot. The Trombleys' lot was at the top of the rise, adjacent to the Obolenskys' field; the Trombleys had a direct view of the mountains. Soon after the Trombleys built their home, the Obolenskys commissioned a surveyor to conduct a boundary survey. In fall 2007, Mrs. Obolensky placed "no trespassing" signs on a location that she believed (based on the survey) was within her lot. The signs were placed at a location eight feet within an area also claimed by the Trombleys, who had mowed the lawn in the area. A dispute followed, culminating in a call to the police. The police permitted Mr. Trombley to remove the signs that the Obolenskys had placed on the lawn. The Obolenskys subsequently filed suit to determine the boundary, and also raised claims of trespass. The superior court issued an order resolving the underlying case based on the parties' stipulation. Among other things, the stipulated order: (1) established an agreed-upon boundary line based on a survey done by the Trombleys' surveyor; (2) called for an independent surveyor to mark the boundary corners; and (3) provided that the parties "shall each be entitled to erect and maintain any fence allowed by law." The Oblenskys appealed the superior court's order requiring them to alter what the court called a "spite fence" on the Trombleys' land, and challenged the court's judgment concerning its claims of trespass. Finding no reversible error in the superior court's judgment, the Supreme Court affirmed. View "Obolensky v. Trombley" on Justia Law

Plaintiff Birchwood Land Company appealed a Superior Court decision denying Birchwood's motion for attachment and granting defendant Judith Krizan's motion to dismiss for failure to state a claim. Birchwood's complaint alleged that Krizan was unjustly enriched by Birchwood's construction of an access road and other infrastructure to her property such that she was able to develop the property without contributing to the cost of the improvements. Upon review, the Supreme Court agreed that the complaint failed to state a claim upon which relief can be granted and affirmed. View "Birchwood Land Company, Inc. v. Krizan" on Justia Law

Defendants Barrett and Linda Gregoire, sought to amend or set aside judgments of foreclosure in favor of plaintiff bank based on claims of fraud and misrepresentation. The dispute underlying this case concerned four multi-family rental properties: three in Washington County and one in Caledonia County that were part of defendants' rental-property business. The bank's loans to defendants were secured by the properties and were cross-collateralized with each other. In March and April 2010, the bank filed foreclosure complaints with respect to the properties. The parties executed a forbearance agreement under which defendants retained control of the properties as landlords, but the tenants were to pay rent directly to the bank. The parties stipulated to the appointment of a receiver to collect rent for the bank. The receiver filed a report with the court stating that defendant Barrett Gregoire was renting to new tenants and collecting rents and security deposits without turning over the funds to the receiver. Shortly thereafter, the bank filed an emergency motion to enforce the receivership order based on allegations that defendant Barrett Gregoire was substantially interfering with the receivership. The court issued a supplemental order, expanding the receiver's authority and placing the receiver in full control of the properties. The bank notified the court that the forbearance was no longer in place, and that it would proceed with foreclosure. The trial court denied the Gregoires' motions to set aside the trial court's grant of the bank's motions. On appeal, defendants argued that there was no final judgment so the order could have been amended without resort to post-judgment proceedings, and even if it was a final order, the court erred in denying their request for relief and in entering judgment of default. Finding no reversible error in the trial court's decision, the Supreme Court affirmed. View "TBF Financial, LLC v. Gregoire" on Justia Law

This appeal stemmed from the liquidation of Ambassador Insurance Company, Inc., a property and casualty insurance company incorporated in Vermont. Appellant National Indemnity Company (NICO), assignee to two claims under excess liability policies issued by Ambassador, appealed a superior court order setting a deadline by which all policyholders must file final proofs of claim. NICO argued that the final claim date did not strike a reasonable balance between the need to wind up the liquidation and the rights of policyholders with unliquidated claims. NICO contended that because Ambassador was then solvent, the liquidator could continue to cover all costs of administration in addition to paying claims and immediate closure of the liquidation was therefore not warranted. Closure at this time, NICO argued, would deny payment to higher-priority creditors in favor of lower-priority creditors, contrary to the policy in insolvency proceedings of protecting the rights of policyholders. The primary issue on appeal is not whether the trial court had the legal authority to set a final claim date; the question was whether, given the unique circumstances of this case, the trial court erred in setting December 31, 2013 as a final date for submission of proofs of liquidated claims. Upon review, the Supreme Court concluded that the trial court's final claim date indeed did not strike a "reasonable balance between the expeditious completion of the liquidation and the protection of unliquidated and undetermined claims." When determining whether a final claim date achieves this reasonable balance, courts should consider, among other factors: (1) the company's remaining assets; (2) the nature and amount of its remaining liabilities; (3) the administration costs of the estate; and (4) the extent to which delay in termination of the liquidation proceedings results in a delay of full payment to priority claim holders. Here, these factors weighed against the final claim date of December 31, 2013 set by the trial court. View "In re Ambassador Insurance Company, Inc." on Justia Law

This case stemmed from a fight between defendant and his brother. Defendant Gordon Noyes, Jr. appealed his convictions for disorderly conduct and simple assault by mutual affray following a jury trial. He argued these convictions should have been reversed because: (1) the prosecutor improperly elicited evidence suggesting that defendant was having an affair with his stepdaughter; (2) the court erroneously allowed the State to confront its witness with a prior inconsistent statement; (3) the prosecutor improperly led witnesses and made comments on the evidence; and (4) the evidence was insufficient to support his disorderly conduct conviction. Finding no reversible error, the Supreme Court affirmed. View "Vermont v. Noyes" on Justia Law

Plaintiff Ralph Nelson, the former town manager of St. Johnsbury, appealed a trial court decision granting partial summary judgment to defendants, the Town of St. Johnsbury and its individual selectboard members (collectively "the Town"), on his claims of wrongful termination; violation of procedural due process under the Civil Rights Act, 42 U.S.C. 1983; violation of Chapter I, Article 4 of the Vermont Constitution; and promissory estoppel. In September 2010, the selectboard formally hired plaintiff as town manager after he served briefly on an interim basis. According to plaintiff, the Town's attorney advised him on three separate occasions that he could be removed only for serious misconduct, which the attorney assured was "an extremely high bar." As town manager, plaintiff undertook a major project to renovate and lease the Town's Pomerleau Building. He gained voter approval on a renovation budget and negotiated a lease with a potential tenant. The selectboard contended plaintiff made certain misrepresentations about the proposed lease, which plaintiff denied. Selectboard chair James Rust informed plaintiff that the board had concerns about his performance and gave him a letter stating that the board would be conducting an inquiry. Rust called plaintiff and notified him that the selectboard would be meeting but that plaintiff was not obligated to attend (plaintiff nonetheless attended). When the meeting convened that evening, the selectboard immediately recessed to executive session. After forty-five minutes, the board asked plaintiff to join them, at which time they discussed the lease. The selectboard asked plaintiff if he wanted to resign, and he declined. Consequently, the board returned to public session and passed a vote of "no confidence." According to plaintiff, he did not understand until that time that the selectboard was terminating his employment. Upon review of the parties' arguments on appeal, the Supreme Court reversed and remanded on the trial court's dismissal of the wrongful termination, Civil Rights Act, and state constitutional claims. The Court affirmed the court's dismissal of the promissory estoppel claim and its grant of summary judgment on the qualified immunity defense. View "Nelson v. Town of St. Johnsbury" on Justia Law

E.W. was fifteen years old, in the custody of the Department for Children and Families (DCF), and living in a foster home when in 2013, a Vermont state trooper in uniform arrived at E.W.'s foster home to investigate a break-in and motor-vehicle theft. E.W.'s foster father then spoke privately with E.W. and told him not to say anything to the officer until the foster father contacted DCF. When asked what he and E.W. discussed, the foster father responded, "[h]onesty," explaining that he was "trying to encourage E.W. to be honest," and how "[i]t's not always easy to do the right thing." He denied specifically directing E.W. to do the right thing, however, or telling him that he had to speak with the officer. The foster father telephoned for guidance from E.W.'s guardian ad litem (GAL), who told him that "[u]sually the attorneys do not like the children interviewed unless they are there." The GAL then attempted to reach E.W.'s attorney, leaving a voice mail, and then spoke with the foster father again. The GAL advised him to be present during any conversation between E.W. and the police officer. The GAL could not reach E.W.'s attorney. The interview was not recorded; no Miranda warnings were given. The foster father was present throughout. He recalled that the officer "asked E.W. about where the car was," informing him that the police "were aware" he had taken it to Derby "but didn't know where it had gone after that." The foster father also recalled that he twice interrupted the officer's questioning to speak privately with E.W. when it appeared that "the floodgates . . . opened" and E.W. started making admissions to offenses beyond those that the officer had described. E.W. was subsequently charged with two counts of burglary, four counts of unlawful trespass in an occupied residence, three counts of petit larceny, one count of unlawful mischief, and one count of operating a vehicle without owner consent. He moved to suppress his statements to the officer and dismiss all counts, asserting violations of his Fifth and Sixth Amendment rights as well as his rights under Chapter I, Article 10 of the Vermont Constitution. The trial court denied the motion, concluding that E.W. was not in custody at the time of the interrogation, and that Miranda warnings were therefore not required. E.W. then entered a conditional plea to all counts except the unlawful-mischief count, which was dismissed by the State, and reserved his right to appeal the suppression ruling. On appeal, E.W. argued that his motion to suppress should have been granted under both the federal and state constitutions. After review, the Supreme Court concluded that E.W. was in custody, and his motion to suppress should have been granted. The trial court's judgment was reversed. View "In re E.W." on Justia Law

Taxpayer Blimar Team Cleaners appealed a superior court decision to uphold the Burlington Board of Tax Appeals' appraisal of its property at 150 Shelburne Road in Burlington at a value of $193,500. Taxpayer contended on appeal that: (1) there was sufficient evidence that the property was not assessed at fair market value to overcome the city appraisal's presumption of validity; and (2) the City of Burlington failed to meet its burden of proof demonstrating the property was assessed at fair market value. Finding no reason to disturb the appraisal or the superior court's decision, the Supreme Court affirmed. View "In re Bilmar Team Cleaners" on Justia Law

Petitioner was admitted to a nursing home in September 2010. She was eighty-seven years old at the time, and had a diagnosis of dementia and Alzheimer's disease. Petitioner's adult daughter, who had the authority to act on petitioner's behalf by virtue of a power of attorney, submitted an application for long-term care Medicaid benefits in January 2011. The application sought coverage for petitioner, retroactive to October 1, 2010, pursuant to a Medicaid rule authorizing benefits for up to three months preceding the month of application. A benefits specialist with the Department for Children and Families testified that, in response to the application, she sent two separate verification requests to petitioner's daughter and an administrator at petitioner's nursing home. The Department received no response to these requests. Accordingly, in March 2011, the Department issued a Notice of Decision ("Notice") denying the application. No appeal of the denial was filed by petitioner or a person acting on her behalf within the ninety-day limit. Petitioner's daughter would submit a total of four applications, each with a request from the Department for additional information, and each time, no information was provided, and the applications were denied. With the assistance of her son, petitioner filed a fifth application for benefits in February 2012. This time, additional information verifying petitioner's financial eligibility was provided, and the application was approved by the Department in May 2012 with benefits retroactive to November 2011, which was three months prior to the date of the fifth and final application. Petitioner appealed that decision, seeking coverage retroactive to October 2010, which would have been three months prior to her first application from January 2011. An evidentiary hearing was held in July 2013 before a Department hearing officer. The Board adopted the hearing officer's findings and issued a decision reversing the Department's decision to limit retroactive benefits to November 2011. The Board concluded that, for reasons of equitable estoppel, petitioner could be awarded benefits retroactive to October 1, 2010 based on the date of the initial application. The Department sought review by the Secretary, who reversed the Board's decision. Because petitioner did not respond to the Department's multiple requests for verification, did not advise the Department of any valid reasons for failing to respond, and informed the Department's benefits specialist that the failure to respond was her responsibility, that she had "dropped the ball." Accordingly, the Secretary found no justification to invoke the doctrine of equitable estoppel, and reversed the Board's decision. Finding no reversible error, the Vermont Supreme Court affirmed the Secretary's reversal of the Board's ruling. View "In re Bernice Landry" on Justia Law