Island Indus., LLC v. Town of Grand Isle

• Decision Date: 02 July 2021
• Docket Number: No. 2020-273,2020-273
• Citation: 2021 VT 49
• Court: Vermont Supreme Court
• Parties: Island Industrial, LLC v. Town of Grand Isle

2021 VT 49

Island Industrial, LLC v. Town of Grand Isle

No. 2020-273

Supreme Court of Vermont

April Term, 2021

July 2, 2021

NOTICE: This opinion is subject to motions for reargument under V.R.A.P. 40 as well as formal revision before publication in the Vermont Reports. Readers are requested to notify the Reporter of Decisions by email at: JUD.Reporter@vermont.gov or by mail at: Vermont Supreme Court, 109 State Street, Montpelier, Vermont 05609-0801, of any errors in order that corrections may be made before this opinion goes to press.

On Appeal from Superior Court, Grand Isle Unit, Civil Division

Samuel Hoar, Jr., J.

Judith L. Dillon and Christina A. Jensen of Lisman Leckerling, P.C., Burlington, for Plaintiff-Appellant.

John H. Klesch of Stitzel, Page & Fletcher, P.C., Burlington, for Defendant-Appellee.

PRESENT: Reiber, C.J., Robinson, Eaton, Carroll and Cohen, JJ.

¶ 1. CARROLL, J. Island Industrial, LLC, appeals a trial court decision granting the Town of Grand Isle's motion for judgment on the pleadings. Island Industrial argues that the court erred in considering the Town's motion for judgment on the pleadings when Island Industrial spent time and resources responding to the Town's previously filed summary-judgment motion. Alternatively, Island Industrial submits that the Town is not entitled to judgment on the pleadings because the allegations in the complaint, if proven, demonstrate that Island Industrial is entitled to mandamus relief. For the reasons articulated below, we affirm.

¶ 2. The allegations in Island Industrial's complaint, and the documents incorporated therein, indicate the following.¹ In 2004, in connection with the development of a subdivision in Grand Isle known as Island Industrial Park, Island Industrial constructed a private road called Island Circle. Island Circle consists of three segments, each approximately five-hundred feet in length, that intersect in the shape of a horseshoe. In 2006, the Town entered into an agreement with Island Industrial, which provided that the Town would have no responsibility for the road. The agreement, however, could be amended with the written consent and approval of the parties.

¶ 3. In 2014, Island Industrial petitioned the Town to accept Island Circle as a public road. During the summer of 2016, Island Industrial paved Island Circle. Over the course of that same summer, the Town selectboard discussed Island Industrial's petition at several meetings, considering such things as safety, maintenance costs, and benefits to the Town. In response to the Town's requests, Island Industrial provided the Town with engineering reports, including a statement of construction. During an August 2016 meeting, the selectboard reported that Island Circle had been brought up to Town standards and certified by an engineer. Nevertheless, the road commissioner suggested waiting two years before accepting the road to ensure the pavement held up during the winter months.

¶ 4. At a September 2016 meeting, the selectboard, as recommended by the road commissioner, unanimously approved a motion to accept Island Circle as a public road after a two-year period to ensure the pavement would hold up during frost and thaw periods. The selectboard accordingly directed the Town attorney to work with Island Industrial's attorney to amend the 2006 agreement. Based on the Town's motion, Island Industrial executed an irrevocable offer ofdedication, in which it agreed to execute and deliver deeds conveying Island Circle to the Town. The Town stored the offer and the deeds in its safe and vault.

¶ 5. On June 25, 2018, Island Industrial received an email from the Town, explaining that a special meeting was being held two days later to discuss the Town's acceptance of Island Circle as a public road. During the special meeting, the selectboard adjourned to an executive session for a real estate discussion. The selectboard held another special meeting the following month, which Island Industrial did not receive notice of, where it went into executive session to discuss rescinding its 2016 motion to accept Island Circle as a public road. Following the executive session, the selectboard rescinded the 2016 motion and provided three reasons for its decision, all of which were memorialized in the meeting minutes: (1) Island Circle would only provide benefits to the Town in the future but not at this time; (2) the road would be expensive to maintain; and (3) safety concerns—namely, that Island Circle would be the last road plowed during snowstorms and a local business stored its propane there. A few days later, Island Industrial received a letter from the selectboard reaffirming that the Town rescinded the 2016 motion. The letter noted again the expense to the Town, the safety concerns, and the lack of benefit to the Town. It also offered additional reasons for rescinding than those discussed at the July selectboard meeting, and which had already been addressed to the selectboard's satisfaction when it unanimously approved the 2016 motion, including that the roadway serves a limited number of residents and would require guardrail installation, which would be an added expense.

¶ 6. In August, Island Industrial appealed the selectboard's decision rescinding the 2016 motion pursuant to Vermont Rule of Civil Procedure 75 and asked the superior court to issue a writ of mandamus ordering the Town to accept Island Circle as a public road. Specifically, Island Industrial argued that it was entitled to relief because (1) the selectboard lacked authority to rescind the 2016 motion; (2) the 2018 decision to rescind was arbitrary and capricious; (3) Island Industrial reasonably relied and changed its position based on the selectboard's promise to accept IslandCircle as a public road; and (4) it was not provided notice of the July 2018 meeting where the selectboard rescinded the 2016 motion in violation of its due process rights.

¶ 7. In October 2019, the Town moved for summary judgment and the next month moved for judgment on the pleadings. Island Industrial filed separate responses to the Town's motions. In its opposition to the Town's motion for judgment on the pleadings, Island Industrial argued that because the Town initially filed a summary-judgment motion, which relied upon documents outside of the pleadings, the motion for judgment on the pleadings was "subsumed" within the pending summary-judgment motion. Alternatively, Island Industrial argued that the Town was not entitled to judgment as a matter of law and incorporated by reference the arguments made in its opposition to the Town's summary-judgment motion.

¶ 8. The court thereafter issued an entry order rejecting Island Industrial's argument "that the filing of a motion for summary judgment moots a later-filed motion for judgment on the pleadings." In fact, the court informed the parties that rather than wade into "the factual morass" of their summary-judgment filings, it would first address the Town's motion for judgment on the pleadings and it directed the parties to file supplemental briefing on the issues raised in the Town's motion.

¶ 9. In September 2020, the court granted the Town's motion for judgment on the pleadings. The court explained that Island Industrial sought a writ of mandamus, which is limited to requiring a public official or body to perform a simple ministerial duty imposed by law. Mandamus relief would be available to Island Industrial, the court reasoned, "if either (1) the 2016 [selectboard motion] imposed a ministerial duty on the 2018 [selectboard] to accept Island Circle as a public road; or (2) the 2018 [selectboard] engaged in an arbitrary abuse of power when it rescinded the 2016 [selectboard's] resolution, amounting to a virtual refusal to act or perform a duty imposed by law." As to the first ground, the court explained that the 2018 selectboard retained discretion either to accept or reject Island Circle as a public road because the pleadings did notdemonstrate that any rights had vested. In addition, the court concluded that the 2018 decision to rescind the 2016 motion did not amount to an arbitrary abuse of power because the selectboard's reasons for rescinding were not facially invalid. Although Island Industrial also asserted that it relied upon the 2016 motion, and therefore was entitled to a writ of mandamus based on a promissory-estoppel theory, the court concluded that the doctrine of promissory estoppel could not convert a discretionary municipal decision into a ministerial duty. Alternatively, the court concluded that the allegations in Island Industrial's complaint did not make out a promissory-estoppel claim. Finally, the court explained that it was not addressing Island Industrial's due process theory because Island Industrial conceded at the hearing that it could not prevail on that theory in a Rule 75 appeal.² Island Industrial appealed.

¶ 10. We review the trial court's decision granting judgment on the pleadings de novo. Doyle v. City of Burlington Police Dep't, 2019 VT 66, ¶ 4, 211 Vt. 10, 219 A.3d 326. The question "is whether, once the pleadings are closed, the movant is entitled to judgment as a matter of law on the basis of the pleadings." Messier v. Bushman, 2018 VT 93, ¶ 9, 208 Vt. 261, 197 A.3d 882 (quotation omitted). "For the purposes of [a] motion [for judgment on the pleadings] all well pleaded factual allegations in the nonmovant's pleadings and all reasonable inferences that can be drawn therefrom are assumed to be true and all contravening assertions in the movant's pleadings are taken to be false." Thayer v. Herdt, 155 Vt. 448, 456, 586 A.2d 1122, 1126 (1990) (quotation omitted). "A defendant may not secure judgment on the pleadings if contained therein areallegations that, if proved, would permit recovery." Bushman, 2018 VT 93, ¶ 9 (quotation omitted).

¶ 11. As a procedural matter, Island Industrial asserts that the court should have converted the Town's motion for judgment on the...