Donald L. Sweet, Jr. and Preston L. Sweet v. Roy A. St. Pierre and Catherine St. Pierre d/b/a Woodlands Farms, 201 A.3d 978

Donald and Preston Sweet (plaintiffs) worked on Roy and Catherine St. Pierre’s maple sugaring operation in 2012–2013; no written contract was executed though several drafts were proposed by defendants.
Plaintiffs kept time records and later sent invoices totaling over $58,000 after leaving the property; defendants produced about $10,000 in syrup revenue for the 2013 season.
Plaintiffs sued under the Prompt Pay Act (PPA), 9 V.S.A. §§ 4001–4009, and for unjust enrichment; plaintiffs dismissed the unjust-enrichment claim before trial.
Defendants counterclaimed for fraud, breach of contract, conversion, unjust enrichment, consumer fraud, and assault (alleging Preston threatened Roy).
The trial court found no enforceable contract because parties never agreed on the material term of compensation (profit-share vs. hourly wage), rejected the PPA claim, dismissed defendants’ counterclaims as unsupported, and denied attorney’s fees to both sides.
On appeal, the Vermont Supreme Court affirmed the merits (no contract, PPA inapplicable), but reversed as to attorney’s fees, directing the trial court to award defendants reasonable fees for claims sharing a common core of facts with the PPA defense.

Issue	Plaintiffs' Argument	Defendants' Argument	Held
Whether a contract existed	Parties agreed to work and Roy said work was worth $20/hr; a contract was formed (or terms implied)	No meeting of minds: parties disagreed on compensation form—profit share vs hourly—so no enforceable contract	No contract: compensation was a material unresolved term; trial court’s factual findings upheld
Whether PPA applies absent an agreement on pay	PPA provisions (invoicing, failure to dispute, withholding) make defendants liable	PPA requires a valid contract; none existed here	PPA inapplicable because no valid oral or written construction contract existed
Whether unjust-enrichment/quasi-contract claim could provide recovery	Even if no contract, unjust enrichment or implied contract should apply	Plaintiffs waived/failed to preserve unjust-enrichment claim (it was dismissed before trial)	Unjust-enrichment argument not considered on appeal — claim was not preserved
Entitlement to attorney’s fees under PPA §4007(c)	Plaintiffs sought fees if they prevailed on PPA	Defendants sought fees as substantially prevailing party on PPA defense	Defendants are entitled to reasonable fees; remanded to award fees for PPA claim and any counterclaims sharing common core of facts

Abbiati v. Buttura & Sons, Inc., 639 A.2d 988 (Vt. 1994) (trial-court factual findings reviewed for clear error)
Town of Rutland v. City of Rutland, 743 A.2d 585 (Vt. 1999) (existence of contract is question of fact)
Starr Farm Beach Campowners Ass’n v. Boylan, 811 A.2d 155 (Vt. 2002) (offer/acceptance and meeting of the minds standard)
Batchelder v. Mantak, 392 A.2d 945 (Vt. 1978) (where services contract silent on price, law may imply reasonable compensation)
Catamount Slate Prods., Inc. v. Sheldon, 845 A.2d 324 (Vt. 2003) (factors for intent to be bound absent writing)
Miller v. Flegenheimer, 161 A.3d 524 (Vt. 2016) (agreements leaving material terms for future negotiation are unenforceable)
Quenneville v. Buttolph, 833 A.2d 1263 (Vt. 2003) (no contract where material financing term unresolved)
The Elec. Man, Inc. v. Charos, 895 A.2d 193 (Vt. 2006) (PPA fee-shifting: substantially prevailing party entitled to fees)
DJ Painting, Inc. v. Baraw Enters., 776 A.2d 413 (Vt. 2001) (unjust enrichment / quasi-contract principles)
Nystrom v. Hafford, 59 A.3d 736 (Vt. 2012) (fees under PPA may be apportioned to claims sharing common core of facts)