In December 1989, plaintiff began serving as a foster parent for J.E S., a juvenile previously adjudged to be a child in need of care or supervision (CHINS) under 33 V.S.A. § 5526. J.ES. received additional services such as counseling and respite care, collectively called wraparound services, through Northeastern Family Institute (NFI), an organization providing professional therapeutic foster care services to emotionally disturbed children. In March 1992, plaintiff and her husband moved to Alabama and took J.E S. with them after consulting with SRS. Prior to the move, plaintiff discussed the move with Sally Lindberg, J.E S.’s social worker at SRS. At that time, plaintiff alleges that Lindberg promised to arrange for extensive supplemental services for J.E S. in Alabama, such as were being provided in Vermont by NFI.
Upon arriving in Alabama, plaintiff discovered that SRS had not arranged for supplemental services in advance and those services that were available in Alabama were not commensurate with those available through NFI. Plaintiff contacted Lindberg in Vermont on several occasions in attempts to secure the provision of wraparound services for J.E S. In response, SRS proposed a contract that would govern the relationship between plaintiff and SRS. Plaintiff consulted with an attorney, negotiated several changes to the contract and signed the document in November 1992.
In April 1993, J.E S. assaulted plaintiff, causing permanent injury to her thumb. Shortly thereafter, plaintiff terminated the contract with SRS and returned J.E S. to Vermont. Plaintiff filed suit against SRS claiming that SRS’s failure to provide wraparound services in Alabama caused her injury. The trial court granted defendant’s motion for summary judgment, holding that enforcement of any prior oral agreement between Lindberg and plaintiff
Before turning to the merits, we address defendant’s motion to dismiss the
notice of appeal as untimely, in violation of YR.A.R 4. At the time of its decision in February 1999, the trial court filled out an “Entry Regarding Motion” form and the court clerk entered “case closed” on the docket. Defendant claims that this entry is sufficient to begin tolling of the 30 day appeal period. In May 1999, the court signed a formal final judgment order. Plaintiff did not file a notice of appeal until June 1999, 'within 30 days of this order. Plaintiff contends that the court’s judgment did not become final, and thus subject to appeal, until this later date. We agree. As we made clear in
Baker v. Town of Goshen,
Thrning to the merits, we first clarify the type of claim that plaintiff raises. Despite plaintiff’s attempt to characterize her claims as negligence-based, the more persuasive analysis is that her claims are based on breach of contract. Plaintiff claims that her damages are a result of defendant’s failure to provide wraparound services to J.P S., a duty allegedly owed under the contract between the parties. Alternatively, plaintiff claims that those services were promised by a prior oral agreement between the parties. Under either claim, the “duty” that defendant purported to breach arose out of a contract, rather than common law or statute. See
Lapoint v. Dumont Constr. Co.,
On appeal from summary judgment, we use “the same standard as the trial court” and will affirm summary judgment “if there are no genuine issues of material fact and the moving party is entitled to judgment as a matter of law.”
Granger v. Town of Woodford,
1. Entire Agreement. This contract represents the entire agreement between the parties on this subject matter. All prior agreements, representations, statements, negotiations, and understandings shall have no effect.
Generally, a “merger clause,” such as the one here, is designed to avoid the confusion
In this case, the “Entire Agreement” clause expressly states that the written agreement controls the intent of the parties on all aspects of foster care for J.ES. Any promises made by Lindberg about the availability of services in Alabama are covered by this clause. There is no evidence that this contract involved fraud or misrepresentation. See
Ben & Jerry’s Homemade, Inc. v. La Soul, Inc.,
We note this is not a case where two independent contracts covering different subject matter govern the same transaction. Cf.
Chappell v. Northern Realty, Inc.,
Plaintiff argues that she is not bound by this merger clause. She claims that she is bound only by the terms relating to payment and no others because she signed the contract only to get paid regularly. We have long held that parties are bound by the plain and express meaning of a contract. See
Goodrich v. United States Fidelity & Guaranty Co.,
Plaintiff’s final claim is that the terms of the written agreement itself include an obligation to provide wraparound services. She argues that the written contract was intended to implement the case plan for J.E S. designed by SRS. That case plan, however, fails to impose the duties that plaintiff claims were breached. The case plan in place at the time of plaintiff’s injury does not obligate SRS to secure wraparound services in Alabama. The case plan explicitly contemplates that plaintiff was to locate and arrange for those services in Alabama, and SRS would fund the cost. In fact, plaintiff was successful in locating several services for J.E S., including counseling
Finally, we reject plaintiff’s claim that the general statutory and regulatory regimes that govern SRS'contain attendant duties to provide services other than those which were provided to J.ES. Plaintiff argues that the contract necessarily incorporates all of the statutes and regulations relating to SRS and that by not providing wraparound services, SRS violated these provisions. There is nothing in the statutes, however, which requires SRS to provide any wraparound services to a foster parent.
Affirmed.
As amended November 28, 2000.