Stowe Aviation, LLC v. Agency of Commerce & Community Development, 312 A.3d 1017

Stowe Aviation, LLC and Stowe Airport Investment, LP executed a 2014 MOU with Vermont's Agency of Commerce and Community Development (ACCD) to develop the Morrisville-Stowe State Airport using EB-5 funding, with ACCD assisting in program oversight.
ACCD later shifted its obligations regarding the project to the Department of Financial Regulation (DFR) without notifying plaintiffs, amid widespread EB-5 fraud at unrelated projects (notably Jay Peak).
After plaintiffs refused to sign a new MOU with DFR, ACCD cancelled the original MOU, leading to freezing of project financing and project failure.
Plaintiffs sued ACCD for breach of contract and breach of the implied covenant of good faith, alleging damages from ACCD's oversight failures and misrepresentations.
The trial court dismissed both counts for failure to state a claim, finding no damages adequately pleaded and no promise of oversight of other projects in the MOU.
Plaintiffs sought to amend after dismissal, but the court refused, holding that postjudgment amendment was unavailable since plaintiffs hadn’t requested leave prior to judgment.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Rule 59(e) can be used post-judgment to seek leave to amend the complaint	Rule 59(e) allows reopening and amendment to cure deficiencies identified in dismissal	Rule 59(e) is for correcting court errors, not plaintiff's; amendment after judgment is improper if not first requested	Yes, Rule 59(e) may be used post-judgment to seek amendment in order to prevent manifest injustice
Whether the trial court abused discretion by denying the Rule 59(e) motion to amend	Denial unjustly foreclosed opportunity to cure pleadings as identified by court	Dismissal and case closure were proper; plaintiffs should have sought leave earlier	Trial court abused discretion; denial reversed and case remanded for reconsideration
Whether failure to request leave to amend before judgment bars later amendment	Plaintiffs are not required to anticipate and request leave to amend in opposition papers	Courts should not entertain amendment if not timely requested prior to judgment	No such requirement exists; postjudgment amendment permissible if justice so requires
Whether plaintiffs stated a claim for damages related to ACCD's conduct	Alleged damages from oversight disruption and project cancellation were sufficiently pleaded or can be if allowed to amend	No damages sufficiently pleaded in the original or amended complaints	Plaintiffs may be able to properly plead damages if permitted to amend

State v. Quiros, 211 Vt. 73 (Vt. 2019) (discussing the Jay Peak EB-5 scheme as background for EB-5 oversight issues)
State v. Equinox House, Inc., 134 Vt. 59 (Vt. 1975) (affirming liberal amendment policies post-judgment through Rule 59/60)
N. Sec. Ins. Co. v. Mitec Elec., Ltd., 184 Vt. 303 (Vt. 2008) (outlining rule that leave to amend is harder to get after judgment but available to prevent manifest injustice)
Stratton Corp. v. Engelberth Const. Inc., 199 Vt. 388 (Vt. 2015) (regarding when dismissals are with prejudice)
Colby v. Umbrella, Inc., 184 Vt. 1 (Vt. 2008) (standards for granting leave to amend under Rule 15)