307 A.3d 209
Vt.2023Background
- Jan. 18, 2016 contract for sale of four in-development solar assets from VWSD to purchaser Gregg Beldock; each asset listed with project-specific deliverables and fees.
- For North Hyde Park and Alburgh Missile Base, fees were payable “upon delivery” of a CPG and a “satisfactorily executed off‑taker agreement which form is attached hereto”; buyer had a contractual right to disapprove off‑taker for reasonable financial viability/creditworthiness.
- Disputes: no form was physically attached; parties disagree whether VWSD used Beldock’s form and whether VWSD promised site‑control proof or other additional deliverables before payment.
- VWSD delivered CPGs and off‑taker agreements for the two projects; Beldock did not pay for North Hyde Park or Alburgh; VWSD terminated the contract and, after negotiating with Green Lantern (including a nonbinding term sheet and later a MAPA with carveouts), sold three assets to Green Lantern on Dec. 12, 2016.
- Trial court granted summary judgment for all defendants on Beldock’s claims and partially for VWSD on its counterclaim; Vermont Supreme Court reverses in part and remands: affirms dismissal of claims against Green Lantern/Shullenberger and of implied‑covenant claim, but reverses summary judgment on breach‑of‑contract and unjust‑enrichment claims against VWSD and VWSD’s breach counterclaim.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of contract (timing of payment / off‑taker form / divisibility) | "Upon delivery" should not be read to extinguish Beldock’s right to investigate/disapprove; VWSD failed to provide required or satisfactory deliverables and thus breached; contract is divisible so Milton remains purchasable. | VWSD: payment was due immediately "upon delivery"; off‑taker form language did not require use of Beldock’s form; any failure to pay discharged VWSD's obligations and allowed remarketing of all assets. | Court: off‑taker agreements were "satisfactorily executed" as a matter of law; VWSD’s pretermination negotiations were not a breach. But timing of payment, effect of right‑to‑disapprove, and divisibility are ambiguous factual questions — summary judgment improper; remand for factfinding. |
| Implied covenant of good faith & fair dealing | VWSD negotiated a better deal with Green Lantern, kept it secret, and otherwise litigated in bad faith to undermine Beldock’s rights. | VWSD: negotiations were a lawful contingency plan and term sheets carved out Beldock assets; discovery timing/litigation conduct not dishonest. | Court: claim fails as matter of law. Much of it duplicates contract claim; negotiation and carveouts did not undermine Beldock’s contract rights and alleged litigation conduct did not show the narrow category of dishonest misconduct required to sustain the claim. |
| Tortious interference (Green Lantern / Shullenberger) | Green Lantern and Shullenberger intentionally induced VWSD to breach by offering a better deal and negotiating to obtain the assets. | Defendants: negotiations and the nonbinding term sheet (and MAPA) contained explicit carveouts requiring valid termination of VWSD’s contract with Beldock; offers that create a backup plan are not improper. | Court: summary judgment for Green Lantern and Shullenberger affirmed — their negotiations and offers (with carveouts) were not improper interference as a matter of law. |
| Unjust enrichment (VWSD; vs. Green Lantern/Shullenberger) | Beldock conferred development work and value; defendants were unjustly enriched by retaining benefits without compensating him. | Defendants: Green Lantern paid VWSD for the assets (no double recovery); VWSD: either no benefit was conferred, benefits were incidental, or contract remedies govern. | Court: against Green Lantern/Shullenberger — summary judgment affirmed (cannot require double payment). Against VWSD — genuine disputes exist (whether benefit was conferred, whether contract covers this subject matter, and whether retention would be unjust); summary judgment improper and claim may proceed. |
Key Cases Cited
- Tillson v. Lane, 133 A.3d 832 (Vt. 2015) (standard of review for summary judgment)
- Bartlett v. Roberts, 231 A.3d 171 (Vt. 2020) (summary‑judgment standard and procedure)
- White v. Quechee Lakes Landowners’ Ass’n, 742 A.2d 734 (Vt. 1999) (opposition evidence must be supported by affidavits/evidence)
- Kipp v. Estate of Chips, 732 A.2d 127 (Vt. 1999) (use of limited extrinsic evidence to resolve ambiguity)
- Carmichael v. Adirondack Bottled Gas Corp. of Vt., 635 A.2d 1211 (Vt. 1993) (scope of implied covenant of good faith and fair dealing)
- Construction Drilling, Inc. v. Engineers Construction, Inc., 236 A.3d 193 (Vt. 2020) (ambiguous contract interpretation is a question of fact)
- Williams v. Chittenden Trust Co., 484 A.2d 911 (Vt. 1984) (elements of tortious interference with contract)