Catamount Slate Products, Inc. v. Sheldon, No. 02-487.

Docket NºNo. 02-487.
Citation845 A.2d 324
Case DateDecember 19, 2003
CourtUnited States State Supreme Court of Vermont

845 A.2d 324

CATAMOUNT SLATE PRODUCTS, INC. d/b/a Reed Family Slate Products, and Fred and Suellen Reed
v.
Lorene SHELDON, Lee Sheldon and The Lorene Sheldon Revocable Trust

No. 02-487.

Supreme Court of Vermont.

December 19, 2003.


845 A.2d 326
David Putter, Montpelier, and Stephanie A. Lorentz of Lorentz, Lorentz and Harnett, Rutland, for Plaintiffs-Appellants

Emily J. Joselson, Kevin E. Brown and Abby C. Moskovitz of Langrock Sperry & Wool, LLP, Middlebury, for Defendants-Appellees.

Present: AMESTOY, C.J., JOHNSON and SKOGLUND, JJ., and ALLEN, C.J. (Ret.), and GIBSON, J. (Ret.), Specially Assigned.

SKOGLUND, J.

¶ 1. Catamount Slate Products, Inc. and its principals the Reed family appeal from a Rutland Superior Court ruling enforcing what appellees characterize as a binding, mediated settlement agreement. The trial court concluded that, at the end of their September 5, 2000 mediation, the parties had reached a binding settlement agreement. Because the Reeds lacked the requisite intent to be bound to the settlement agreement in the absence of a writing, we hold that no binding agreement was reached. We reverse and remand for further proceedings.

¶ 2. The Reeds own and operate Catamount Slate, a slate quarry and mill, on 122 acres in Fair Haven, Vermont. The appellees, the Sheldons, are also Fair Haven property owners and the Reeds' neighbors. Since 1997, the parties have been litigating the Reeds' right to operate their slate business and to use the access road leading to the quarry. In 2000, with several legal actions pending,1 the parties agreed to try to resolve their disputes in a state-funded mediation with retired judge Arthur O'Dea serving as mediator.

¶ 3. Prior to the mediation, Judge O'Dea sent each party a Mediation Agreement outlining the rules governing the mediation. Paragraph nine of the Mediation Agreement stated that:

[a]ll statements, admissions, confessions, acts, or exchanges . . . are acknowledged by the parties to be offers in negotiation of settlement and compromise, and as such inadmissible in evidence, and not binding upon either party unless reduced to a final agreement of settlement. Any final agreement of settlement must be in writing and signed by every party sought to be charged.

The cover letter transmitted with the Agreement asked the parties to sign and return the Agreement prior to the mediation. All parties received the Mediation Agreement, but Judge O'Dea apparently failed to collect the signed mediation forms at the outset of the mediation because he could not locate them in his files.

¶ 4. The mediation was held on September 5, 2000. Judge O'Dea began the session by reaffirming the statements made in the Mediation Agreement. After ten hours, the parties purportedly reached an agreement on all major issues. Judge O'Dea then orally summarized the terms of the resolution with the parties and counsel present. The attorneys took notes on the terms of the agreement with the understanding

845 A.2d 327
that they would prepare the necessary documents for signature in the coming days

¶ 5. The resolution required the Reeds to pay the Sheldons $250 a month for the right to use the access road, while the Sheldons agreed to be coapplicants on Catamount Slate's pending Act 250 permit. Payments were to commence on October 1, 2000. The parties also agreed to a series of terms governing the operation of the slate quarry, including, among other things, hours of operation, number of truck trips permitted on the access road, the amount and frequency of blasting, and the location of seismic measurements. These terms were to be memorialized in two distinct documents, a Lease Agreement and a Settlement Agreement.

¶ 6. On September 7, 2000, two days after the mediation, the Sheldons' attorney, Emily Joselson, drafted a letter outlining the terms of the settlement and sent copies to James Leary, the Reeds' attorney, and Judge O'Dea. Within a week, Leary responded by letter concurring in some respects and outlining the issues on which the Reeds disagreed with Joselson's characterization of the settlement.

¶ 7. The parties' actions before the environmental and superior courts were in a holding pattern pending the resolution of the mediation. In response to a court order to file quarterly status reports, Leary wrote a letter to the environmental court dated September 28, 2000 stating that "[t]he mediation was successful and we appear to have achieved a global settlement resolving all outstanding issues. We presently are in the process of working out the details of the agreement and preparing the appropriate documents." Leary went on to say that once the agreements were finalized, "I anticipate that we will file the appropriate paperwork with the Court to resolve [the pending cases]."

¶ 8. On October 1, 2000, the Reeds began paying the $250 monthly lease payments, but, since the settlement agreement was not final, the parties agreed that the money would go into an escrow account maintained by the Sheldons' counsel. The check was delivered to the Sheldons' attorney with a cover memo stating, "This check is forwarded to you with the understanding that the funds will be disbursed to your clients only after settlement agreement becomes final. Of course, if the settlement agreement does not come to fruition, then the funds must be returned to my clients." The parties continued to exchange letters actively negotiating the remaining details of the Lease and Settlement Agreements for the better part of the next five months. Although there were others along the way, by early 2001 the only remaining issues in dispute were the location of seismic measurements and the definition of "overblast."

¶ 9. In February 2001, while drafts were still being exchanged, Christine Stannard, the Reeds' daughter, saw a deed and map in the Fair Haven Town Clerk's Office which led her to believe that the disputed road was not owned by the Sheldons, but was a town highway. The Reeds then refused to proceed any further with negotiating the settlement agreement. A written settlement agreement was never signed by either party.

¶ 10. The Sheldons responded by filing a motion to enforce the settlement agreement in the quiet title action pending in the Rutland Superior Court. The trial court granted the motion, finding that the attorneys' notes taken at the end of the mediation and the unsigned drafts of the Lease and Settlement Agreements sufficiently memorialized the agreement between the parties and thus constituted an enforceable settlement agreement. The

845 A.2d 328
court conceded that, since the Lease Agreement involved an interest in land, the Statute of Frauds applied. The court circumvented the statute's voiding effect, however, by invoking the judicial admission exception. Under the judicial admission exception, a court can enforce an otherwise unenforceable oral agreement when the party against whom enforcement is sought admits the existence of the agreement. 10 R. Lord, Williston on Contracts § 27:10, at 69-70 (4th ed. 1999) (collecting federal and state cases)

¶ 11. Acknowledging that the judicial admission exception has not been recognized in Vermont, see Chomicky v. Buttolph, 147 Vt. 128, 130, 513 A.2d 1174, 1176 (1986)...

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14 practice notes
  • Citibank N.A. v. City of Burlington, Case No. 2:11–CV–214.
    • United States
    • United States District Courts. 2nd Circuit. District of Vermont
    • September 13, 2013
    ...they wish to further hammer out are enforceable. See, e.g., Catamount Slate Products, Inc. v. Sheldon, 2003 VT 112, ¶ 17, 176 Vt. 158, 845 A.2d 324, 329 (“We look to the intent of the parties to determine the moment of contract formation.”); Bixler v. Bullard, 172 Vt. 53, 769 A.2d 690, 694 ......
  • Sweet v. St. Pierre, No. 17-437
    • United States
    • Vermont United States State Supreme Court of Vermont
    • November 2, 2018
    ...agreement on a key term, namely, the form of compensation. See Catamount Slate Prods., Inc. v. Sheldon, 2003 VT 112, ¶ 14, 176 Vt. 158, 845 A.2d 324 (explaining that trial court's "findings will stand if there is any reasonable and credible evidence to support them"). As the court explained......
  • Sweet v. St. Pierre, No. 2017-437
    • United States
    • Vermont United States State Supreme Court of Vermont
    • November 2, 2018
    ...agreement on a key term, namely, the form of compensation. See Catamount Slate Prods., Inc. v. Sheldon, 2003 VT 112, ¶ 14, 176 Vt. 158, 845 A.2d 324 (explaining that trial court's "findings will stand if there is any reasonable and credible evidence to support them"). As the court explained......
  • Miller v. Flegenheimer, No. 2015-448
    • United States
    • Vermont United States State Supreme Court of Vermont
    • December 9, 2016
    ...and that could lead to extensive follow-up litigation. See, e.g., Catamount Slate Prods., Inc. v. Sheldon, 2003 VT 112, 176 Vt. 158, 845 A.2d 324. When reviewing the court's analysis, we will determine whether the court considered all the factors appropriate for determining that an enforcea......
  • Request a trial to view additional results
14 cases
  • Citibank N.A. v. City of Burlington, Case No. 2:11–CV–214.
    • United States
    • United States District Courts. 2nd Circuit. District of Vermont
    • September 13, 2013
    ...they wish to further hammer out are enforceable. See, e.g., Catamount Slate Products, Inc. v. Sheldon, 2003 VT 112, ¶ 17, 176 Vt. 158, 845 A.2d 324, 329 (“We look to the intent of the parties to determine the moment of contract formation.”); Bixler v. Bullard, 172 Vt. 53, 769 A.2d 690, 694 ......
  • Sweet v. St. Pierre, No. 17-437
    • United States
    • Vermont United States State Supreme Court of Vermont
    • November 2, 2018
    ...agreement on a key term, namely, the form of compensation. See Catamount Slate Prods., Inc. v. Sheldon, 2003 VT 112, ¶ 14, 176 Vt. 158, 845 A.2d 324 (explaining that trial court's "findings will stand if there is any reasonable and credible evidence to support them"). As the court explained......
  • Sweet v. St. Pierre, No. 2017-437
    • United States
    • Vermont United States State Supreme Court of Vermont
    • November 2, 2018
    ...agreement on a key term, namely, the form of compensation. See Catamount Slate Prods., Inc. v. Sheldon, 2003 VT 112, ¶ 14, 176 Vt. 158, 845 A.2d 324 (explaining that trial court's "findings will stand if there is any reasonable and credible evidence to support them"). As the court explained......
  • Miller v. Flegenheimer, No. 2015-448
    • United States
    • Vermont United States State Supreme Court of Vermont
    • December 9, 2016
    ...and that could lead to extensive follow-up litigation. See, e.g., Catamount Slate Prods., Inc. v. Sheldon, 2003 VT 112, 176 Vt. 158, 845 A.2d 324. When reviewing the court's analysis, we will determine whether the court considered all the factors appropriate for determining that an enforcea......
  • Request a trial to view additional results

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