Justia Contracts Opinion Summaries

Plaintiff Gary Margolis appealed a trial court’s grant of defendant Daily Direct LLC’s motion to dismiss plaintiff’s complaint. Plaintiff, a resident of Vermont, entered into two contracts with defendant, whose principal place of business was in Milwaukee, Wisconsin. Under the contracts, defendant agreed to transport two motorcycles from Vermont to Las Vegas, Nevada, and then from Salt Lake City, Utah back to Vermont on scheduled dates in July 2021 in exchange for plaintiff’s prepayment. The contracts each contained identical forum-selection clauses, which identified Milwaukee, Wisconsin as the exclusive forum for any litigation under the contract. On May 12, defendant informed plaintiff that it had made a clerical error and would not fulfill its obligations under the contracts. Defendant did not revoke its repudiation and did not perform under the contracts. Plaintiff hired someone else to transport the motorcycles for the dates and locations described in the contracts with defendant for a total cost of $11,512.62. In June 2022, plaintiff sued defendant in Vermont for breach of contract, violation of the Vermont Consumer Protection Act, and unjust enrichment. Defendant moved to dismiss plaintiff’s complaint pursuant to Vermont Rule of Civil Procedure 12(b)(3) for improper venue, arguing that the forum-selection clauses in the contracts were valid and therefore the complaint should be dismissed for plaintiff to refile in an appropriate court in Milwaukee. Plaintiff countered that defendant anticipatorily repudiated the contracts thereby discharging plaintiff of his duty to comply with the forum-selection clauses. The trial court granted defendant’s motion to dismiss without specify the legal basis for the dismissal, concluding merely that dismissal was appropriate because “[p]laintiff, having sued on a contract, [could not] avoid the contract’s forum[-]selection clause.” Finding no reversible error in the trial court's dismissal of plaintiff's complaint, the Vermont Supreme Court affirmed. View "Margolis v. Daily Direct LLC" on Justia Law

Insured Huntington Ingalls Industries, Inc. and insurer Huntington Ingalls Industries Risk Management LLC seek a declaratory judgment stating there is coverage under a property insurance policy for certain losses incurred by Huntington Ingalls Industries due to the COVID-19 pandemic. The trial court concluded that the complaint did not allege facts that would trigger coverage under the policy and granted judgment on the pleadings in favor of reinsurers. After review, the Vermont Supreme Court disagreed, reversed the trial court. and remanded for further proceedings. View "Huntington Ingalls Industries, Inc. et al. v. Ace American Insurance Company et al." on Justia Law

Plaintiff Sean Kelly appealed the grant of summary judgment to the University of Vermont Medical Center (UVMMC) on employment discrimination and breach-of-contract claims arising from UVMMC’s decision not to extend his one-year medical fellowship. UVMMC selected plaintiff for the 2017-18 fellowship. UVMMC was aware that plaintiff suffered from an adrenal deficiency that had delayed the completion of his residency. In the first five months of the fellowship, plaintiff missed nineteen full days and parts of nine more days for various reasons. By February 2018, after missing several more days and expressing that he felt “frustrated with [his] absences” and “overall inadequate as a fellow,” program personnel became concerned that plaintiff was falling behind in his training. In a March 30 meeting, the program director told plaintiff his performance had “deficiencies and these need[ed] to be addressed.” At some point during this period, the director also told plaintiff he “should plan on extending [his] fellowship due to [his] time out and some minor deficits through August.” Plaintiff emailed other program personnel expressing frustration at the prospect of staying through August to complete his training. On April 14, 2018, plaintiff suffered a stroke, and on April 19th he attempted suicide. He was hospitalized from April 14 through May 3 and was not cleared to return to work until June 1, 2018. In all, plaintiff missed approximately six more weeks of the fellowship. On or about May 31, the director called plaintiff and told him that while UVMMC had determined he needed six more months of training to finish the fellowship, it could not accommodate additional training for that length of time. UVMMC paid plaintiff his remaining salary. Plaintiff filed a grievance under the Graduate Medical Education rules; the grievance committee affirmed UVMMC's decision. Because the decision not to extend his fellowship was an academic decision, there was no employment action and consequently no adverse employment action. The Vermont Supreme Court did not find plaintiff's arguments on appeal persuasive, and affirmed the grant of summary judgment in UVMMC's favor. View "Kelly v. University of Vermont Medical Center" on Justia Law

Masiello Real Estate, Inc. appealed a superior court’s conclusions of law on its breach-of-contract, quantum-meruit, and negligent-misrepresentation claims following a bench trial. Masiello’s claims stemmed from seller Dow Williams’ refusal to pay it a real estate commission under their right-to-market agreement. Seller owned a 276-acre property in Halifax and Guilford, Vermont. In 2013, he executed a one-year, exclusive right-to-market agreement with Chris Long, a real estate broker who worked for Masiello. Seller and broker agreed on a $435,000 asking price and a fixed $25,000 broker commission. The agreement had a one-year “tail” that compelled seller to pay the commission if, within twelve months of the agreement’s expiration, seller sold the property and Masiello was the procuring cause. The listing agreement would be renewed several times after negotiations with prospective buyers failed. Michelle Matteo and Torre Nelson expressed an interest in the property. Nelson, having obtained seller’s contact information from seller’s neighbor, contacted seller directly and asked if he was still selling. Between August and September 2016, Nelson and seller discussed the fact that seller wanted $400,000 for the property and buyers wanted seller to consider a lower price. No offer was made at that time. The tail of a third right-to-market agreement expired on September 30, 2016. Between September and November of that year, Nelson and Matteo looked at other properties with the other realtor and made an unsuccessful offer on one of those other properties. Returning to seller, Nelson, Matteo and seller negotiated until they eventually agreed to terms. Believing that it was improperly cut out of the sale, Masiello sued seller and buyers. The superior court concluded that because the property was not sold during the tail period, and because Masiello was not the procuring cause, no commission was due under the contract. The court further held that there was no negligent misrepresentation and that Masiello was not entitled to recovery under quantum meruit. Finding no reversible error in that judgment, the Vermont Supreme Court affirmed. View "Masiello Real Estate, Inc. v. Matteo, et al." on Justia Law

Donald Zucker appealed a summary-judgment decision awarding attorney’s fees to Gregory Wark, because Zucker refused to mediate a dispute arising out of a real estate purchase and sale agreement. On appeal, Zucker argued he was not required to mediate because the purchase and sale agreement was not an enforceable contract. To this, the Vermont Supreme Court agreed, reversed the trial court’s grant of partial summary judgment, and vacated the trial court’s award of attorney’s fees. View "Zucker v. Wark" on Justia Law

Plaintiff William Pettersen appealed a trial court’s decision to grant summary judgment to his former law firm, defendant Monaghan Safar Ducham PLLC. He argued that sufficient evidence existed to raise a genuine issue of material fact as to his claims for promissory estoppel, unjust enrichment, intentional misrepresentation, and wrongful termination in violation of public policy, thus contending that summary judgment was inappropriate. After review of the trial court record, the Vermont Supreme Court concluded the trial court properly granted summary judgment, and affirmed. View "Pettersen v. Monaghan Safar Ducham PLLC" on Justia Law

Homeowners Colin Masseau and Emily MacKenzie appealed a trial court’s order confirming an arbitrator’s dismissal of their claims against defendants Guy Henning and Brickkicker/GDM Home Services, LLC. Specifically, homeowners challenged the trial court’s referral of the case to arbitration on the ground that the purported arbitration agreement lacked the notice and acknowledgment provisions required under the Vermont Arbitration Act (VAA), and they urged the Vermont Supreme Court to vacate the arbitrator’s award because the arbitrator exceeded his authority by manifestly disregarding the law. The Supreme Court concluded the parties’ contract affected interstate commerce, and that the arbitration agreement was therefore governed by the Federal Arbitration Act (FAA) and is not subject to the more exacting notice and acknowledgment requirement of the VAA. The Court declined to find the arbitrator's analysis rose to the level of "manifest disregard." View "Masseau v. Luck" on Justia Law

Todd and Melissa Muller appealed a superior court decision granting summary judgment to their insurer, Progressive Northern Insurance Company. The Mullers challenged the court’s conclusions on how the setoff provision of their insurance policy should have been applied when there were multiple claimants. The Vermont Supreme Court agreed with the trial court that, construing the insurance policy as a whole, the setoff provision is unambiguous: It clearly provided that Progressive was entitled to reduce “all sums . . . paid” regardless of the number of claims made. View "Progressive Northern Insurance Company v. Muller" on Justia Law

Appellant Susan Inouye challenged the probate division's allowance of her mother's most recent will. Testator was ninety-two years old and a resident of Windsor County, Vermont when she died in 2016. Testator previously lived in Arizona and was married to John Walter McHugo. They had three children together before their divorce in 1978. In 1997, testator and her ex-husband each executed a will in Arizona. Each will provided for the establishment of a testamentary trust for the support of the other former spouse during their lifetime, and provided for the remaining assets to be divided equally among the three children after both former spouses have died. In 2006, while living in Montpelier, Vermont, testator executed another will revoking the 1997 will. The 2006 will divided most of testator’s estate between two of her children, who were the appellees in this case. It excluded testator’s ex-husband and third child, Susan Inouye. Testator’s ex- husband predeceased her in 2010. Appellant argued that this will was executed in violation of a prior contract for mutual wills, and that it therefore should not have been allowed for probate administration. The Vermont Supreme Court concluded that the will was properly allowed, but that a contract for mutual wills may be enforced through a breach-of-contract claim. The Court therefore affirmed the probate division’s decision and remanded for further proceedings. View "In re Estate of Patricia Bixby McHugo (Susan Inouye, Appellant)" on Justia Law

Subcontractor Construction Drilling, Inc. (CDI) appealed a trial court’s judgment on the merits in its breach-of-contract claim against Engineers Construction, Inc. (ECI). CDI contended the trial court erred in: (1) holding that the terms of the parties’ subcontract required CDI to request a change order before it billed ECI for “drilling in obstructions” in excess of CDI’s bid price; (2) denying CDI’s motions to reopen the evidence and for a new trial; and (3) awarding ECI $234,320 in attorneys’ fees under the Prompt Payment Act. ECI cross-appealed, arguing the trial court improperly allowed CDI’s owner to offer opinion testimony absent a finding of reliability under Vermont Rule of Evidence 702 and maintaining that his testimony could not have met this standard in any event. Therefore, should the Vermont Supreme Court reverse the trial court’s denial of CDI’s breach-of-contract claim, ECI asserted the matter had to be remanded for a new trial without such testimony. The Court affirmed the trial court, and therefore did not reach the issue raised in ECI’s cross-appeal. View "Construction Drilling, Inc. v. Engineers Construction, Inc." on Justia Law