Justia Contracts Opinion Summaries

This case arose out of a dispute between an employer, MyWebGrocer, and an employee, David Tanzer, regarding the payment of phantom shares MyWebGrocer promised in an agreement between the parties. MyWebGrocer appealed when the trial court granted summary judgment in Tanzer's favor, finding that MyWebGrocer breached this agreement. The employer also appealed the jury verdict finding that the company breached the covenant of good faith and fair dealing, the jury’s damages awards, and a post-verdict order awarding Tanzer attorney’s fees in connection with the litigation between the parties. Tanzer appealed the trial court’s post-verdict decision on attorney’s fees as well, arguing that the court erroneously limited the amount of fees that he could collect. Tanzer also appealed the trial court’s decision on summary judgment that the amount he was due under the phantom share plan did not fall within the definition of wages for purposes of Vermont’s wage statutes. After review, the Vermont Supreme Court reversed the trial court’s decision regarding whether MyWebGrocer breached the parties’ agreement and vacated the jury’s verdict and damages awards in connection with Tanzer’s claim that MyWebGrocer breached the covenant of good faith and fair dealing. The Supreme Court also reversed the trial court’s decision at summary judgment on Tanzer’s statutory claim and concluded the value of the phantom shares fell within the relevant statutory definition of wages. The Court did not need to address the court’s post-verdict decision regarding whether Tanzer could collect attorney’s fees. View "Tanzer v. MyWebGrocer, Inc." on Justia Law

Plaintiffs Donald and Preston Sweet, who are father and son, sued defendants Roy and Catherine St. Pierre in June 2014 alleging that defendants failed to pay them wages for their work improving a stand of maple trees on defendants’ land for maple sugaring. Plaintiffs appealed the trial court’s judgment in favor of defendants on plaintiffs’ claim for unpaid wages under the Prompt Pay Act (PPA). Plaintiffs argued the trial court erred in concluding that no contract existed between the parties as required to support a PPA claim. Defendants cross-appealed, arguing the court should have awarded them attorney’s fees because they were the substantially prevailing party and erroneously excluded evidence relevant to their assault claim. The Vermont Supreme Court affirmed the trial court’s decision on the merits, but reversed and remanded for it to award reasonable attorney’s fees to defendants. View "Sweet v. St. Pierre" on Justia Law

In 2015, plaintiff Stonewall of Woodstock Corporation (Stonewall) entered into negotiations to buy commercial property located in Woodstock from defendant Oliver Block, LLC (Oliver Block). A written contract of sale was signed by Stonewall, but not by Oliver Block, which instead sold the land to defendant Stardust 11TS, LLC (Stardust). Stonewall sued, claiming that there was a valid contract and seeking specific performance. The trial court granted summary judgment for Oliver Block, on the basis that any contract with Stonewall was unenforceable under the Statute of Frauds because it had not been signed by Oliver Block. Finding no reversible error in that decision, the Vermont Supreme Court affirmed. View "Stonewall of Woodstock Corp. v. Stardust 11TS, LLC" on Justia Law

R.E.E. & C. Capital Management Services, Inc. (buyer) appealed a trial court order granting People’s United Bank’s motion to compel buyer to complete the purchase of a foreclosed commercial property. Buyer raised three arguments: (1) it was not a party to the foreclosure sale, and the court therefore lacked jurisdiction to compel it to purchase the property; (2) the trial court erred in declining to apply the statutory remedy; and, (3) the trial court erred in ordering specific performance because an adequate remedy at law exists. After review, the Vermont Supreme Court determined a high bidder’s successful bid in a judicial sale, and the court’s subsequent confirmation of the foreclosure sale pursuant to 12 V.S.A. 4954(a), renders a buyer a limited party such that the court is authorized to issue orders directing the buyer’s action relative to the property’s purchase. The Court found 12 V.S.A. 4954 (e) did not limit the Bank’s remedies: “the legal right to an agreement’s completion does not arise exclusively from Vermont’s foreclosure statutes.” However, the Supreme Court found that while specific performance was a permissible remedy in some instances, the trial court did not engage in the analysis of whether this case was one of those instances. Therefore, the trial court’s order of specific performance was an abuse of its discretion, leading the Supreme Court to reverse and remand this case for the trial court to perform that analysis. View "People's United Bank, NA v. Alana Provencale, Inc., et al." on Justia Law

R.E.E. & C. Capital Management Services, Inc. (buyer) appealed a trial court order granting People’s United Bank’s motion to compel buyer to complete the purchase of a foreclosed commercial property. Buyer raised three arguments: (1) it was not a party to the foreclosure sale, and the court therefore lacked jurisdiction to compel it to purchase the property; (2) the trial court erred in declining to apply the statutory remedy; and, (3) the trial court erred in ordering specific performance because an adequate remedy at law exists. After review, the Vermont Supreme Court determined a high bidder’s successful bid in a judicial sale, and the court’s subsequent confirmation of the foreclosure sale pursuant to 12 V.S.A. 4954(a), renders a buyer a limited party such that the court is authorized to issue orders directing the buyer’s action relative to the property’s purchase. The Court found 12 V.S.A. 4954 (e) did not limit the Bank’s remedies: “the legal right to an agreement’s completion does not arise exclusively from Vermont’s foreclosure statutes.” However, the Supreme Court found that while specific performance was a permissible remedy in some instances, the trial court did not engage in the analysis of whether this case was one of those instances. Therefore, the trial court’s order of specific performance was an abuse of its discretion, leading the Supreme Court to reverse and remand this case for the trial court to perform that analysis. View "People's United Bank, NA v. Alana Provencale, Inc., et al." on Justia Law

In 2001, plaintiffs Margaret and John Abajian hired architectural firm TruexCullins, Inc., to design additions to their home. Plaintiffs hired Thermal Efficiency Construction, Ltd. (TEC) to serve as the general contractor for the project. TEC contracted with Murphy’s Metals, Inc. to do the roofing work. The roof was installed during the winter of 2001-2002. Plaintiffs had experienced problems with ice damming on their old roof, which was shingled. Defendants recommended that plaintiffs install a metal roof to alleviate the problem. Plaintiffs accepted the suggestion, hoping that the metal roof would result in fewer ice dams. Mr. Abajian testified in his deposition that he “thought that the metal roof was going to eliminate” the ice damming. In 2014, after the roof turned out to be defective, plaintiffs sued the architecture and construction firms that designed and installed the roof for negligence and breach of contract. The trial court granted summary judgment to defendants on the ground that the action was barred by the statute of limitations. Finding no reversible error in the grant of summary judgment to defendants, the Vermont Supreme Court affirmed. View "Abajian v. TruexCullins, Inc." on Justia Law

Petitioner Stevens Law Office appealed a trial court decision denying assignment of a future structured settlement payment from a fund administered by Symetra Assigned Benefits Service Company for legal services rendered by petitioner on behalf of beneficiary Shane Larock. Shane Larock retained petitioner to represent him in a child in need of care or supervision (CHINS) proceeding which he expected to follow the birth of his daughter in early 2016. As payment, petitioner asked Larock for a $16,000 nonrefundable retainer which would be paid through assignment of that sum from a $125,000 structured settlement payment due to Larock in 2022. Under this arrangement, the structured settlement payment issuer, Symetra Assigned Benefits Service Company, would pay petitioner $16,000 directly when the 2022 periodic payment became due under the original terms of the settlement. Larock agreed to the fee arrangement and the assignment. The trial court issued a written order concluding that it could not find that the fee arrangement was reasonable because, given petitioner’s ongoing representation of Larock, such a determination would be speculative. After review, the Vermont Supreme Court reversed and remanded so that the trial court can conduct the best-interest analysis required by statute before determining whether to deny or approve assignment of a structured settlement payment. View "In re Stevens Law Office" on Justia Law

Defendant Extreme Contracting, LLC appealed a trial court’s order granting a default judgment to plaintiff Hermitage Inn Real Estate Holding Co., LLC in a contract dispute. The court held defendant responsible for enforcing a mandatory arbitration clause in the parties’ contract and ordered defendant to “initiate” arbitration by a certain date. When defendant failed to do so, the court considered this a failure to obey a “scheduling order” under Vermont Rule of Civil Procedure 16.2, and as a sanction, it granted a default judgment to plaintiff under Rule 37(b)(2)(C). Defendant argued, among other things, that a default judgment was inappropriate here. It contended that the court should have granted its motion to dismiss plaintiff’s suit given the mandatory arbitration provision, and that as the defendant, it should not have been required to “initiate” arbitration. It also argued that the court erred in denying its motion to vacate the default judgment. After review, the Vermont Supreme Court agreed the court erred, and based on that order ultimately granted a sanction unsupported by the facts and the law. The Court reversed the trial court’s decision and remanded for entry of an order requiring plaintiff to initiate arbitration or face dismissal of its suit. View "Hermitage Inn Real Estate Holding Co., LLC v. Extreme Contracting, LLC" on Justia Law

Plaintiff Shashi Airi filed suit against defendant Gurdeep “Sunny” Nagra in 2011. The trial court held a bench trial in 2016. Initially, defendant hired plaintiff to manage two hotels in Brattleboro. In this capacity, plaintiff was employed by a variety of business entities that owned the hotels. Defendant was either a member, partner, or shareholder in these entities until October 2007, when federal agents raided defendant’s various business entities and the physical hotels. As a result of the raids and defendant’s subsequent prosecution, the business entities that employed plaintiff went into receivership. At this point, in 2007, defendant contracted in an individual capacity with plaintiff to assist with the receivership proceedings and to perform the duties defendant could not accomplish because of the pending criminal charges. The parties agreed to a rate of pay. Plaintiff performed the required tasks until December 14, 2007, when the properties were out of receivership. From November 5, 2007 to December 14, 2007, was the first period under dispute; the trial court awarded plaintiff $7215 for services rendered during this period. Defendant appealed that award. The Vermont Supreme Court concluded that because defendant did not submit the transcripts of that record, he waived his right to contest the issue on appeal under Vermont Rule of Appellate Procedure 10(b)(1). Thus, the Supreme Court affirmed. View "Airi v. Nagra" on Justia Law

Wilbur Shriner, the holder of a homeowner’s insurance policy from Amica Mutual Insurance Company (Amica), appealed the trial court’s grant of summary judgment to Amica and denial of his cross-motion for summary judgment. Shriner owned a glassblowing studio in Burlington until he sold the property in December 2007 and moved the glassblowing equipment to his home in Charlotte. He and his friend set up the equipment in the garage at Shriner’s property and began making glass in late 2008 or early 2009. From 2009 to 2012, Shriner and his friend “sometimes made glass for a week or two, and then would shut down for weeks due to lack of money.” During that three-year period, they made glassware approximately one time per week on average, and glassmaking was never more than an occasional or part-time activity for him. Throughout those three years, Shriner earned income from glassblowing, as well as from the redevelopment and rental of investment properties and from an organic honey and vegetable operation. In early 2012, the furnace exhaust system in a piece of glassmaking equipment malfunctioned and caused a fire that destroyed the garage and all of the property and equipment inside it. At the time, Shriner’s home was covered by his homeowner’s policy with Amica, which covered losses from fire and provided replacement coverage for buildings and personal property. The policy carried a $25,000 deductible and contained an exclusion from coverage for structures from which a business was conducted. Shriner submitted a personal property inventory for the property destroyed in the fire, with a replacement cost totaling $88,354.91. Amica accepted Shriner’s fire-loss claim and determined the replacement cost of the garage to be $42,422.97. Amica applied the policy’s $25,000 deductible and made an actual cash-value payment of $1460.53 as an advance partial payment to Shriner for the garage. Amica then changed positions and, asserting that Shriner’s glassblowing activities constituted a “business” for the purposes of the policy’s exclusion, refused to make any further payments to replace the garage. Amica paid Shriner $11,613 for nonbusiness property that was destroyed in the garage but capped its payment for other property in the inventory at $2500, which was the maximum reimbursement permitted under the policy for “business” personal property. Shriner brought suit to recover the full amount of his claim, and the court granted summary judgment to Amica. This appeal followed. Finding no reversible error, the Vermont Supreme Court affirmed. View "Shriner v. Amica Mutual Ins. Co." on Justia Law