Justia Vermont Supreme Court Opinion Summaries

This appeal stemmed from a written agreement between the City of Rutland and the Vermont Swim Association (VSA) that granted VSA the right to host its annual swim meet at a facility in a city park. VSA appealed the trial court's award of attorney's fees to the City. Because the plain language of the parties' contract did not require VSA to pay attorney's fees incurred by the City in pursuing either indemnity from VSA or other third-party actions, the Supreme Court reversed the trial court's ruling and remanded the case for further proceedings. View "Southwick v. City of Rutland" on Justia Law

This case concerns a construction contract dispute between contractor Trombly Plumbing & Heating and homeowners Edward Quinn, Thomas Quinn, and Regina Gority ("Homeowners"). In the summer of 2007, Trombly and the Homeowners agreed that Trombly would perform services relating to the heating and hot water systems of Homeowners' residential vacation property. Between November 2007 and February 2008, Homeowners experienced a number of problems with the home that they attributed to Trombly's work, such as pipes freezing and furnaces shutting down and leaking.  Trombly brought an initial action for breach of contract and violation of the Prompt Payment Act (9 V.S.A. 4001-4009) seeking the balance due plus the cost of collection.  The Homeowners counterclaimed for breach of contract, negligence, intentional misrepresentation, negligent misrepresentation, fraudulent misrepresentation, and consumer fraud.  They sought actual and punitive damages, as well as litigation costs. The trial court ultimately decided that Trombly could not recover from the Homeowners and the Homeowners could not recover from Trombly, and each party would bear its own costs and fees.  The court found that the Homeowners were not liable to Trombly for anything beyond what they had already paid because the work "was not well done," there were many problems with the work, and the problems were not resolved until another plumber came to fix them.  The court thus found the Homeowners to be the prevailing parties on Trombly's claims because Trombly did not prove its case by a preponderance of the evidence.  As Trombly did not prevail on the merits of the case, the court found there could be no award of attorney's fees.  The court also dismissed all of the Homeowners' counterclaims.  It found that the evidence submitted was insufficient, given that there was no testimony from anyone who did repair work about the problems that had to be corrected or whether the amounts paid for corrective work were fair and reasonable. On appeal, Trombly argued the trial court erred by: (1) improperly placing the burden of proof on contractor with respect to homeowners' defenses and making insufficient findings to support its decision, and (2) improperly applying the "substantially prevailing party" standard under the Prompt Payment Act.  Homeowners cross-appealed, arguing the trial court erred in finding that homeowners were not qualified to offer testimony as to damages for the corrective work performed.  Upon review of the trial record and the applicable legal authority, the Supreme Court affirmed the trial court's decision with regard to all issues brought on appeal. View "Trombly Plumbing & Heating v. Quinn" on Justia Law

Defendant Applejack Art Partners, Inc., appealed a trial court enforcing an arbitration award and entered judgment in Plaintiff Albert Stephens, III's favor for $1,538,164.50 plus interest. Plaintiff began working with the company in September 2006 and subsequently invested $1,125,000 in the company in exchange for stock shares.  In April 2008, Applejack terminated plaintiff's employment.  Plaintiff filed suit against Defendants Applejack, Jack P. Appelman, Aaron S. Young, and William Colvin (collectively, Applejack) and Applejack counterclaimed.  Applejack also sought an order enforcing its right to repurchase Plaintiff's stock.  The parties engaged in binding arbitration and following four days of evidentiary hearings, the arbitrator issued his decision.  He found that in October 2006, plaintiff executed an employment contract, stock purchase agreement, and shareholders' agreement.  Pursuant to the stockholder's agreement, the executive stockholders had the right to buy out plaintiff's shares in the event that plaintiff's employment was terminated.  The agreement identified a specific formula for valuing the stock shares and allowed for Applejack to either pay for the stock in full or provide a 10% down payment and a promissory note for payment of the balance in three equal annual installments, plus interest. Plaintiff refused to sell his stock, in part because he misunderstood the terms of the stock purchase agreement.  An arbitrator concluded that Applejack had the right to buy the shares, and it ordered Plaintiff to transfer his stock into an escrow account, pending full performance of all payment obligations. Applejack did not meet its obligation on the first payment and Plaintiff brought an enforcement action.  Plaintiff sought both a judgment confirming the arbitration award as well as an immediate judgment for all amounts awarded by the arbitrator due to Applejack's default.  The court granted Plaintiff's request.  It found that Applejack's default went to the essence of the arbitrator's award and that Applejack could not now resort to the terms of the promissory note to delay its payments. Applejack argued on appeal that the court should have remanded this case to the arbitrator for clarification, although it was not clear what part of the award Applejack believed was ambiguous.  Applejack also suggested (apparently for the first time on appeal) that notwithstanding the arbitrator's decision Plaintiff should simply keep the stock shares because Applejack was unable to pay for them.  Finally, Applejack asserted that the court erred in ordering full payment of the award suggesting that by doing so, the court modified the arbitration award under Vermont Rule of Civil Procedure 60(b) without authority to do so.  It also argued that there was no clear basis for accelerating the payments due. Upon review of the arbitration record and the applicable legal authority, the Supreme Court found no abuse of discretion by the trial court nor from the arbitration proceedings and affirmed the decision against Applejack: [t]he court imposed an appropriate remedy for Applejack's default, and there was no error." View "Stephens III v. Applejack Art Partners, Inc." on Justia Law

Landlord Downtown Barre Development appealed a trial court's denial of its request for declaratory relief. Landlord argued that Tenant GU Markets of Barre, LLC established a corporate structure that entitled it to terminate the parties' commercial lease.  Landlord claimed the trial court erred by not considering Tenant's conduct when deciding whether tenancy under the terms of their agreement could be terminated.  Upon review of the lease and the applicable legal authority, the Supreme Court concluded that the essence of Landlord's claim was for "anticipatory repudiation." Even assuming Landlord could rely on this common law principle, Tenant had not indicated to Landlord an intent to breach, nor did Tenant commit an act to render it "unable to perform." Accordingly, because the language of the lease was clear and unambiguous and Tenant's conduct did not constitute notice as required by the plain language of the lease, the Court affirmed the trial court's ruling that landlord was not entitled to terminate the agreement on this ground. View "Downtown Barre Development v. GU Markets of Barre, LLC" on Justia Law

Plaintiff US Bank National Association appealed a trial court order that granted summary judgment to Defendant Homeowner Christine Kimball and dismissed with prejudice US Bank’s foreclosure complaint for lack of standing.  On appeal, US Bank argued that it had standing to prosecute the foreclosure claim and that the court’s dismissal with prejudice was in error.  Homeowner cross-appealed, arguing that the court erred in not addressing her claim for attorney’s fees. Homeowner purchased the property in question in June 2005.  To finance the purchase, she executed an adjustable rate promissory note in favor of Accredited Home Lenders, Inc. (Accredited).  The note was secured by a mortgage deed to Mortgage Electronic Registration Systems, Inc. (MERS) as nominee for Accredited. In 2009, US Bank filed a foreclosure complaint for Homeowner’s failure to make required payments.  The complaint alleged that the mortgage and note were assigned to US Bank by MERS, as nominee for Accredited.  Attached to the complaint was a copy of the instrument signed by a "Duly Authorized Agent" of MERS.  The promissory note was also attached to the complaint and appended to it was an undated allonge signed by a corporate officer of Accredited, endorsing the note in blank. Homeowner moved for summary judgment claiming, among other things, that US Bank failed to present sufficient evidence that it held homeowner’s note and corresponding mortgage. Because neither note submitted by US Bank was dated, the court concluded that there was no evidence that the note was endorsed to US Bank before the complaint was filed.  Therefore, the court held that US Bank lacked standing to bring the foreclosure action.  Following a hearing, the court denied the motions for reconsideration and to amend the complaint.  The court concluded that US Bank had submitted a defective complaint and the deficiencies were not mere technicalities, but essential items, without which the case could not proceed.  The court held that US Bank lacked standing when the complaint was filed, and dismissed the complaint “with prejudice.”  Upon review of the trial record and briefs submitted by the parties, the Supreme Court affirmed the trial court's decision in all respects but for the 'with prejudice': "this may be but an ephemeral victory for homeowner.  Absent adjudication on the underlying indebtedness, the dismissal cannot cancel her obligation arising from an authenticated note, or insulate her from foreclosure proceedings based on proven delinquency." The Court dismissed the foreclosure complaint and remanded the case for consideration of the parties' fees dispute. View "U.S. Bank National Association v. Kimball" on Justia Law

This case stemmed from a contract between the City of Rutland and the Vermont Swim Association (VSA). The City granted VSA use of a City facility for a swim meet. A child attending the swim meet was injured when she fell from a piece of playground equipment where the meet was held. The childâs parents, Plaintiffs David and Susan Southwick, sued the City, which then sued VSA. The City sought indemnity from VSA pursuant to the contract between them. The trial court entered a judgment in favor of the City, and awarded $700,000 on the indemnity claim. VSA appealed, arguing that the contract contained no express intent to indemnify the City for the Cityâs negligence. The Supreme Court found that the terms and circumstances of the agreement between the City and VSA demonstrated that VSA contracted to indemnify the City for claims such as those resulting from the Southwicksâ injury. The Court affirmed the grant of summary judgment in favor of the City.