Jadallah v. Town of Fairfax, Stacy Wells, Gabriel Handy & Sidon Pantry, LLC, 2017-287

• Decision Date: 23 March 2018
• Docket Number: No. 2017-287,2017-287
• Citation: 2018 VT 34
• Parties: Sulaiman J. Jadallah v. Town of Fairfax, Stacy Wells, Gabriel Handy and Sidon Pantry, LLC
• Court: Vermont Supreme Court

2018 VT 34

Sulaiman J. Jadallah v. Town of Fairfax, Stacy Wells, Gabriel Handy and Sidon Pantry, LLC

No. 2017-287

Supreme Court of Vermont

February Term, 2018

March 23, 2018

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, Franklin Unit, Civil Division

Michael J. Harris, J.

Sulaiman J. Jadallah, Pro Se, Milton, Plaintiff-Appellant.

Brian P. Monaghan and James F. Conway, III of Monaghan Safar Ducham PLLC, Burlington, for Defendants-Appellees Town of Fairfax and Stacy Wells.

Joseph D. Fallon, Hinesburg, for Defendants-Appellees Gabriel Handy and Sidon Pantry, LLC.

PRESENT: Reiber, C.J., Skoglund, Robinson,¹ Eaton and Carroll, JJ.

¶ 1. SKOGLUND, J. Appellant, Sulaiman Jadallah, asks this Court to reverse a trial court's decision that: (1) denied appellant's request to vacate a settlement agreement between himself, appellee Gabriel Handy, and appellee Sidon Pantry, LLC under Vermont Rule of Civil Procedure 60(b); and (2) granted summary judgment in favor of appellee Town of Fairfax and appellee Stacy Wells. For the reasons set out below, we affirm.

¶ 2. This appeal arises out of a seemingly complex factual background. In 1994, appellant began operating a restaurant situated on a parcel of real property that he owned. Nineyears later in 2003, Handy loaned appellant money. To secure the loan, appellant executed a quitclaim deed for the real property to Handy (2003 Deed), which the parties agreed that Handy could record should appellant fail to repay Handy. Appellant repaid the loan to Handy's satisfaction, and thus, Handy did not record the 2003 Deed.

¶ 3. In 2007, appellant again experienced financial difficulty and sought a loan from Handy. Handy agreed to loan appellant money pursuant to terms laid out in a promissory note, which appellant signed. The loan was secured by a second quitclaim deed for the real property to Handy (2007 Deed). The promissory note and the 2007 Deed were signed by appellant and Handy and notarized by Wells on October 2, 2007. The 2007 Deed and promissory note provided that, if appellant failed to make timely repayment of the loan, Handy would be required to give notice to appellant and allow appellant fifteen days to cure the default. Upon appellant's failure to cure, Handy would record the 2007 Deed, which would transfer title of the property to Sidon Pantry, Handy's company.

¶ 4. Subsequently, appellant was incarcerated for an unrelated legal matter and failed to make payments to Handy, as required by the promissory note, and to the State of Vermont for rooms and meals taxes. As a result of appellant's default, Handy recorded the 2007 Deed and Wells signed the attestation stamp as to the fact and date of the recording on April 7, 2008. Handy filed the Vermont Property Transfer Tax Return (VPTTR) on the same day and paid the relevant transfer taxes and back room and meals taxes thereafter.

¶ 5. When appellant was released from prison in mid-April 2008, Handy told appellant that he had recorded the quitclaim deed. On April 30, 2008, a mortgagee of the property sent appellant a letter informing him that an unauthorized transfer of the property had occurred in violation with the mortgage's provisions. Further, on March 9, 2009, a letter from appellant's attorney for a bankruptcy proceeding informed Handy's attorney that a May 2008 title search revealed a transfer of the property by appellant to Handy. In 2010, Handy cleared title to theproperty by paying off the two mortgages encumbering the property. In 2014, appellant purported to grant an easement in the property to his son. The easement deed referenced the 2007 Deed as a "fraudulent deed" that did not actually convey the property to Handy and his company.

¶ 6. Appellant filed a complaint initiating this lawsuit on October 7, 2014. Appellant asserted an array of claims against the four appellees. The claims against all appellees included: slander of title, negligence, fraud, deceptive acts and practice, trespass, and conversion. Appellant also asserted a claim for breach of contract against Handy and Sidon Pantry and a claim for intentional interference with contractual relations against the Town of Fairfax and Wells. The Town and Wells filed a motion to dismiss these claims, which was denied.

¶ 7. Appellant and appellees Handy and Sidon Pantry entered into mediation, settled their dispute, and filed a stipulated dismissal order in March 2015. All parties were represented by independent counsel during the negotiations and signing of the settlement agreement. Prior to closing on the settlement, appellant's then-attorney requested additional language be added to the quitclaim deed to clarify and protect appellant's position. In the final settlement, appellant released any interest in the property to Handy and Sidon Pantry through a quitclaim deed (2015 Deed), each party dismissed all claims against the other, and all parties agreed that appellant's claims against the Town and Wells "shall not be affected by [the] Agreement." The trial court reviewed the settlement documents and entered an order dismissing the settled claims per the settlement. Further, the parties entered into a lease agreement, which stated that appellant could lease the premises with the right to purchase if all payments were made per the agreement. And, if appellant breached the lease agreement, Handy would have the right to foreclose and redeem the property. The case against the Town and Wells continued.

¶ 8. On March 4, 2016, appellant filed a motion for relief from judgment under Vermont Rule of Civil Procedure 60, requesting that the court vacate the March 2015 settlement agreement on the basis that Handy and his attorney allegedly engaged in fraud when drafting and obtainingappellant's signature on the settlement documents. All four appellees opposed the motion for relief from judgment on several grounds. On August 16, 2016, the Town and Wells filed a motion for summary judgment on all causes of action. V.R.C.P. 56. The Town and Wells argued, among other things, that: (1) the statute of limitations on each of appellant's claims expired; (2) appellant, by signing the 2015 Deed and settlement agreement admitted the authenticity and legality of the 2007 Deed, thereby negating a necessary element of each of his claims; and (3) appellant failed to produce evidence in the record to support one or more elements of each of his claims against the Town and Wells. Appellant filed an opposition to the motion for summary judgment.

¶ 9. On February 27, 2017, the trial court ruled on appellant's motion for relief from judgment and the Town and Wells's motion for summary judgment together. The trial court denied appellant's motion for relief after deciding to review the motion as one requesting revision to an interlocutory dismissal order because there was no final judgment "adjudicating all the claims and the rights and liabilities of all the parties" under Vermont Rule of Civil Procedure 54(b). The settlement agreement only dismissed claims between appellant, Handy, and Sidon Pantry, and those parties did not request that the court direct the entry of a final judgment as to the settled claims and parties. Under this review, "the court [did] not find that justice require[d] the requested relief." Next, the trial court granted the Town and Wells's motion for summary judgment on two alternative grounds—first, because the statute of limitations had expired on all claims before appellant filed his complaint, and second, because appellant had failed to produce any evidence to demonstrate the Town or Wells proximately caused any harm.

¶ 10. Appellant appeals both the trial court's denial of his motion for relief from the settlement agreement with Handy and Sidon Pantry and the trial court's granting of summary judgment for the Town and Wells.²

¶ 11. The trial court did not err in treating appellant's motion for relief from judgment, which he styled as a Rule 60 motion, as one to revise an interlocutory dismissal order. As there was no final order adjudicating all claims against all parties, a Rule 60 motion was inappropriate. See V.R.C.P. 54(b) (noting that any order adjudicating fewer than all claims against fewer than all parties "shall not terminate the action as to any of the claims or parties, and the order or other form of decision is subject to revision at any time before the entry of judgment adjudicating all the claims and the rights and liabilities of all the parties"). Through his motion, appellant alleged that Handy and his attorney engaged in fraudulent conduct in drafting and executing the 2015 Deed when they included language affirming the validity of the 2007 Deed, which was the very deed whose validity was central to appellant's claims against the Town and Wells. Therefore, appellant argued that the trial court should reform the 2015 Deed by removing the language that affirms the 2007 Deed's validity to conform with the language and intent of the settlement agreement.

¶ 12. "The court's power to reopen any issue under V.R.C.P. 54(b) can be exercised only 'as justice requires,' that is, in accordance with the principles of equity and fair play." Putney Sch., Inc. v. Schaaf, 157 Vt. 396, 407, 599 A.2d 322, 328 (1991) (citing Marconi Wireless Tel. Co. of Am. v. United States, 320 U.S. 1, 47-48 (1943)). And, as with all discretionary matters before a trial court, "the court's action is subject to an abuse-of-discretion standard of review." Id. "For us to conclude the court abused its discretion, it must appear that the court entirely withheld its discretion or that it exercised...