Justia Contracts Opinion Summaries

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

The issue presented for the Vermont Supreme Court's review was found in a series of e-mails exchanged between two business partners who jointly owned a document shredding company, and whether those e-mails (read together) constituted an enforceable contract to sell one partner's interest in the company to the other partner. Defendant-seller appealed the trial court's determination that the partners had an enforceable contract and that seller was obligated to negotiate the remaining terms of the deal in good faith. He argued that there were too many open terms to produce an enforceable contract and that the partners had no intent to be bound to a contract by their e-mails. Plaintiff-buyer cross-appealed, arguing that the e-mails demonstrated an intent to be bound, and that the Supreme Court should enforce the contract. The Supreme Court rejected the buyer's argument that the parties had entered into a fully-completed contract, and agreed with the seller that there was no enforceable contract at all. The Court reversed the trial court which held to the contrary, and remanded the case for entry of judgment in favor of the seller. View "Miller v. Flegenheimer" on Justia Law

This case centered around sixteen shares in the Malletts Bay Club, Inc. (MBC) that were sitting in escrow since 1998, when George Gordon conveyed the associated real property to J. Douglas Johnson. On summary judgment, the trial court ruled that defendant James McGarry, as transfer agent for the shares, breached the parties’ contract and his fiduciary duty by failing to issue the shares to Gordon’s successors upon their demand, and that defendant MBC had waived its right to challenge Gordon’s failure to transfer those shares to Johnson by agreeing to the Gordon-to-Johnson conveyance. After its review of this matter, the Vermont Supreme Court concluded that the agreement defining the parties’ rights and obligations with respect to the MBC shares did not require McGarry to return the shares to Gordon on demand, and that based on undisputed evidence, MBC did not waive its right to enforce its bylaws with respect to the transaction. Defendants were therefore entitled to summary judgment and plaintiffs were not. The Court remanded for further proceedings to resolve any remaining claims of plaintiffs that were not the subject of the cross motions for summary judgment. View "Rounds v. Mallets Bay Club, Inc." on Justia Law

Defendants-counterclaimants Jeanmarie Leonard and Carol Sayour appealed the grant of summary judgment on their counterclaims in favor of plaintiff Jennifer Weinstein and third-party defendants, Lloyd Weinstein, plaintiff’s husband, and his law firm, The Weinstein Group, P.C. This case started in an application for a permit to construct a barn made by defendants in May 2012. Defendants received a zoning permit from Manchester’s zoning administrator allowing them to construct a barn on Lot #10. Pursuant to the Declaration for Rocking Stone Farm, defendants received a waiver from the Homeowner’s Association. Plaintiff appealed the permit to the Manchester Development Review Board (the “DRB”). The DRB affirmed the grant of the permit. Defendant Leonard and her husband were walking along Lot #10 with a landscape contractor when plaintiff began yelling at them from her upstairs window. Plaintiff then left her home and entered Lot #10, accompanied by a “very large dog.” Despite being asked to leave, she physically confronted the Leonards, who eventually left the lot. Two days later, plaintiff filed an appeal of the DRB’s decision to the Environmental Division of the Superior Court. Plaintiff, a trained attorney, initially represented herself, but Mr. Weinstein and his law firm, The Weinstein Group, P.C., entered an appearance as counsel for her. Both the Association and counsel for defendants advised plaintiff by letter that her opposition to the barn permit constituted a violation of the Non-Interference Clause of the Declaration, which provided that each owner of a lot in Rocking Stone Farm agreed “not [to] take any action to contest or interfere with any development in the Community so long as such development is consistent with the Land Use Approvals.” The Environmental Division rendered judgment in favor of defendants. Plaintiff appealed that decision to the Supreme Court. Shortly thereafter, Plaintiff also filed suit against defendants in superior court with a ten-count complaint, alleging, among other things, that the Declaration had been breached by defendants’ construction of the barn. Defendants filed counterclaims against plaintiff for trespass, civil assault, breach of contract, tortious invasion of privacy, as well as abuse of process and third-party claims against Mr. Weinstein and his law firm for abuse of process and breach of contract. Finding no reason to disturb the trial court’s grant of summary judgment as it did in plaintiff’s favor, the Supreme Court affirmed. View "Weinstein v. Leonard" on Justia Law

Defendant Richard Howell appealed a judgment in favor of plaintiff Kneebinding, Inc. on his counterclaims alleging breach of contract, tortious interference with contract, defamation, trademark violation, and misappropriation of trade secrets in this commercial contract and employment dispute. Howell contended on appeal that the trial court erred in concluding that: (1) a contractual release barred the counterclaims arising prior to the date of the release; and (2) the release was supported by sufficient consideration. In 2006, Howell formed Kneebinding, Inc. to develop a ski binding based on a new release mechanism that he had invented. John Springer-Miller provided major financing and received a controlling interest in the corporation. Pursuant to a series of agreements, Springer-Miller became the chairman of the board of directors and Howell was employed as president and chief executive officer. An employment agreement executed by the parties in November 2007 provided that Howell would be an at-will employee with an annual base and, in the event his employment was terminated "other than for Cause," Howell would receive severance payable in equal installments over a period of one year. Less than a year later, the company’s board of directors voted to terminate Howell’s employment without cause. Negotiations between the company and Howell over the terms of his departure resulted in a letter from Springer-Miller on behalf of the company to Howell confirming the terms of the severance arrangement. Pertinent to the appeal was an exhaustive list of claims which Howell agreed to release, "including, but not limited to," employment discrimination under federal and state law and tort and contract claims of every sort, subject to several exceptions, including Howell’s rights under the parties’ Voting Agreement and Investors’ Rights Agreement. In 2009, Kneebinding filed a lawsuit against Howell alleging that he had violated certain non-disparagement and non-compete provisions of their agreements, committed trademark violations and defamation, tortiously interfered with contracts between Kneebinding and its customers and distributors, and misappropriated trade secrets. Howell answered and counterclaimed, alleging counts for breach of contract, defamation, invasion of privacy, misappropriation, unfair competition, tortious interference with business relations, patent violations, and intentional infliction of emotional distress. Kneebinding moved for summary judgment on Howell’s counterclaims, asserting that they were barred by the release set forth in the letter agreement. The trial court granted the motion with respect to all of the counterclaims that arose prior to the execution of the release on and denied the motion as to those claims that arose after the release. Howell asserted that, in granting summary judgment on the counterclaims, the trial court erred in finding a valid release because he never signed the separate release of claims set forth in Attachment B to the letter agreement. Finding no reversible error, the Supreme Court affirmed the trial court. View "Kneebinding, Inc. v. Howell" on Justia Law

The issue before the Supreme Court in this case centered on a contract dispute between the State of Vermont and Corizon Health, Inc., formerly known as Prison Health Services, Inc. (PHS). The State appealed a declaratory judgment ruling that PHS was not contractually obligated to defend the State and its employees against certain claims brought by the estate of an inmate who died while in the custody of the Department of Corrections.  Upon review of the contract in question, the Supreme Court reversed, concluding that PHS had a duty to defend. View "Vermont v. Prison Health Services, Inc." on Justia Law