Schaafsma v. Morin Vermont Corp.
| Decision Date | 03 October 1986 |
| Docket Number | D,Nos. 981,1186,s. 981 |
| Citation | 802 F.2d 629 |
| Parties | Fed. Sec. L. Rep. P 92,952, 6 Fed.R.Serv.3d 101 Hubert Alle SCHAAFSMA and Marie Schaafsma, Plaintiffs-Appellees, v. MORIN VERMONT CORPORATION, Roger A. Morin, Richard A. Marriner, Onno Kamerling and IMDA, s.a., Ltd., Defendants, Onno Kamerling, Defendant-Appellant. Hubert Alle SCHAAFSMA and Marie Schaafsma, Plaintiffs-Appellants, v. MORIN VERMONT CORPORATION, Roger A. Morin, Richard A. Marriner, Onno Kamerling and IMDA, s.a., Ltd., Defendants, Morin Vermont Corporation, Roger A. Morin, Richard A. Marriner and IMDA, s.a., Ltd., Defendants-Appellees. ockets 85-7719, 85-7733. |
| Court | U.S. Court of Appeals — Second Circuit |
Robert B. Hemley, Burlington, Vt. (Dennis R. Pearson, Gravel and Shea, Burlington, Vermont, of counsel), for plaintiffs-appellants/appellees Hubert and Marie Schaafsma.
Peter V. Gelderman, Westport, Conn. (Jack Stock, Senie, Stock & LaChance, Westport, Conn., of counsel), for defendant-appellant Kamerling.
Thomas P. Salmon, Bellows Falls, Vt. (Lawrence G. Slason, Salmon & Nostrand, Bellows Falls, Vt., of counsel), for defendants-appellees Morin Vermont Corp., Roger A. Morin, Richard A. Marriner and IMDA, s.a., Ltd.
Before MANSFIELD, MESKILL and ALTIMARI, Circuit Judges.
This is an appeal and cross-appeal from judgments of the United States District Court for the District of Vermont, Billings, J., entered following a jury trial. The initial judgment, filed June 12, 1985, awarded plaintiffs Hubert Alle Schaafsma and Marie Schaafsma $141,000 compensatory damages and $20,000 attorneys' fees against defendants Onno Kamerling and Morin Vermont Corporation jointly and severally, plus $75,000 in punitive damages against Kamerling and $75,000 in punitive damages against Morin Vermont. Judgment was rendered in favor of defendants Roger Morin, Richard Marriner, IMDA, s.a. and IMDA, Ltd. on all claims. An amended judgment, deleting the award of attorneys' fees, was filed on July 22, 1985. Kamerling appeals from both judgments. The Schaafsmas cross-appeal.
We vacate the judgment, reverse in part and remand for further proceedings.
This case involves the purchase of real estate in Troy, Vermont. Before describing the transaction, we introduce the players.
Plaintiffs Hubert Alle Schaafsma and Marie Schaafsma, a married couple, are citizens of the Netherlands and residents of Kent, England, who desired to purchase investment property in Northern Vermont.
Defendant Onno Kamerling is a resident of the Netherlands and a long-time acquaintance of the Schaafsmas. He is an investment consultant who made a practice of representing Dutch people in connection with investments in Vermont real estate.
Defendant Roger Morin is a Vermont real estate broker.
Defendant Morin Vermont Corporation is a Vermont corporation with its principal place of business in Jay, Vermont. Roger Morin owns fifty percent of the corporation's stock and is a director, vice president and secretary of the corporation. The other fifty percent of the stock belongs to defendant Richard Marriner, a Louisiana resident who is a director, president and treasurer of Morin Vermont.
Defendant IMDA, s.a. is a Luxembourg holding corporation owned by Marriner. Kamerling had a power of attorney over its bank account.
Defendant IMDA, Ltd., of which Kamerling is sole director, is an investment company established at Kamerling's suggestion on the Isle of Guernsey, the Channel Islands.
Lamoille Realty Corporation (Lamoille) was incorporated under Vermont law in 1970 and was engaged in the purchase and sale of real estate in Troy, Vermont. Roger Morin was its vice president and secretary. Richard Marriner was its president, treasurer and sole director. Prior to the events at issue here, one hundred percent of Lamoille's capital stock was owned by Morin Vermont Corporation.
In October 1981, at Kamerling's suggestion, the Schaafsmas traveled to Troy, Vermont, for the purpose of inspecting and possibly purchasing land. Kamerling, with some assistance from Morin, showed them several parcels on October 24, including land owned by Lamoille. Kamerling and the Schaafsmas returned to the Lamoille property on October 25. It consisted of two separate parcels. Kamerling told the Schaafsmas that the smaller parcel contained about ten acres, while the larger one contained about ninety acres. Following Kamerling's directions, Mr. Schaafsma walked three of the four boundary lines of the larger parcel, which was roughly rectangular.
Later on October 25, soon after this second viewing of the Lamoille property, Mr. Schaafsma and Kamerling drove to Roger Morin's office in Jay, Vermont. There, Morin gave Schaafsma a brochure, also characterized by some of the parties as a "prospectus," on the letterheads of IMDA, s.a. and IMDA, Ltd., describing the "Lamoille Holdings" and told Schaafsma for the first When Schaafsma expressed an interest in buying the Lamoille land, Kamerling and Morin suggested that he buy all of Lamoille Realty Corporation's stock instead, the land being the corporation's sole asset. Kamerling maintains that he told Schaafsma that structuring the purchase of the land as a purchase of the corporation would be advantageous from a tax standpoint. According to Schaafsma, it made no difference to him and his wife whether the purchase was structured as a stock or land transaction, as long as the transaction left them owning the land.
time that the land was owned by the Lamoille Realty Corporation. A sketched map in the brochure showed a large parcel of eighty-nine acres including a portion marked "Wills" and a small parcel of 11.5 acres, for a total of 100.5 acres. Morin stated that he explained to Schaafsma at this time that the parcel marked "Wills" was not then owned by Lamoille. Schaafsma claims that no such statement was made. The total price quoted to Schaafsma for the Lamoille land was $100,000, although the price quoted by Morin to Kamerling for the same land had been $65,000.
After meeting with Morin and Kamerling, Schaafsma returned to the hotel where he had been staying with his wife. Mr. and Mrs. Schaafsma discussed the Lamoille land and then told Kamerling that they wanted to buy it. Kamerling told them to send a deposit of $10,000 to an account of IMDA, s.a. in Holland. The Schaafsmas returned to Europe where, on November 6, 1981, they transmitted the $10,000 deposit to that account. On December 3, 1981, they sent the $90,000 remainder of the purchase price to the same account.
Morin and Kamerling knew at the time of their October 25 meeting with Mr. Schaafsma that Lamoille did not then own the ten acre parcel marked "Wills" on the Lamoille brochure. That parcel was purchased for Lamoille in early January 1982. Both Kamerling and Morin claim not to have known at the time of the meeting that the Lamoille holdings amounted to only 75.4 acres, although Morin concedes that the actual acreage could easily have been determined. When the Wills parcel was added, the total acreage owned by Lamoille was 85.5 acres, fifteen acres less than had been promised to the Schaafsmas.
Morin says he learned of a possible shortfall in January 1982. He discussed the matter with Kamerling, suggesting that a second Wills parcel could be added to the property in order to bring the total up to about one hundred acres. In response to the Schaafsmas' request for an official survey of the land they were purchasing, Morin sent a map on which this second Wills parcel, but not the first, was delineated. Kamerling presented the map to the Schaafsmas during a visit to their home in England in mid-February 1982. According to Mr. Schaafsma, Kamerling described the map as an official, registered survey map and stated that about fifteen acres of the second Wills parcel were included in the Lamoille holdings. Schaafsma asked Kamerling when he would receive documents indicating that ownership of Lamoille had been transferred to him and his wife. He testified that Kamerling told him such a corporate transfer took from six to eight months.
Morin acknowledged that such corporate transfers actually take only a couple of days to complete. It was not the transfer but the need to make up the shortfall that required the additional time. Morin's attempts to negotiate an acceptable purchase price for the second Wills parcel failed. Morin also claims that the maps presented to the Schaafsmas in February were never registered anywhere.
In August 1982, Mr. Schaafsma telephoned Kamerling and Morin, threatening legal action if the corporate transfer documents did not arrive in England by September 15. A packet of documents, including Lamoille stock certificates and a title insurance policy, arrived on September 7, 1982, together with a letter from Kamerling stating that the title insurance policy confirmed the Schaafsmas' ownership of one hundred acres, but noting that "[d]ue In November 1982, the Schaafsmas received a second survey map, again described by Kamerling in an attached letter as the "official, registered" map. This map excluded the second Wills parcel and included 15.5 acres of other land which actually belonged to Crete Farm, Inc., rather than Lamoille. Mr. Schaafsma wrote to Kamerling noting that the boundary lines and the resulting shape of the large parcel shown on the map differed from those shown on the earlier survey and on the brochure and also expressed confusion over the status of the second Wills parcel. In reply, Kamerling's secretary stated that the second Wills parcel was never part of the deal. In a further exchange of letters, Schaafsma asked for clarifications and threatened legal action, while Kamerling defended the correctness of the latest map.
to a confusion with the Registrar" the final survey map was not yet available. J.App. at 44.
In February 1983, shortly after meeting with Kamerling in Montreal, Morin wrote to the Schaafsmas...
To continue reading
Request your trial
-
U.S. Industries, Inc. v. Touche Ross & Co.
...2297, 85 L.Ed.2d 692 (1985), and Gould v. Ruefenacht, 471 U.S. 701, 105 S.Ct. 2308, 85 L.Ed.2d 708 (1985). See Schaafsma v. Morin Vermont Corp., 802 F.2d 629, 636 (2d Cir.1986); Penturelli v. Spector, Cohen, Gadon & Rosen, 779 F.2d 160, 164 (3d Cir.1985); St. Philip Towing & Transp. Co. v. ......
-
Kerman v. City of New York
...Stevedores, Inc. v. Ellerman Lines, Ltd., 369 U.S. 355, 364, 82 S.Ct. 780, 7 L.Ed.2d 798 (1962); see, e.g., Schaafsma v. Morin Vermont Corp., 802 F.2d 629, 634-35 (2d Cir.1986). Applying this principle, the district court properly reconciled any apparent inconsistency between the jury's fin......
-
In re New York Asbestos Litigation
...contradicted by another.... To do so would be inconsistent with the parties' right to a trial by jury."); Schaafsma v. Morin Vermont Corp., 802 F.2d 629, 645 (2d Cir.1986) (error for district court not to grant new trial when jury returns inconsistent verdicts); Bernardini v. Rederi A/B Sat......
-
Jarvis v. Ford Motor Co.
...a new trial failed to object before the jury was discharged. See id. at 110-111; Lavoie, 975 F.2d at 54-57; Schaafsma v. Morin Vt. Corp., 802 F.2d 629, 634-35 (2d Cir.1986); Haskell v. Kaman Corp., 743 F.2d 113, 123 (2d Cir.1984). It emerges from these cases that the crucial time period for......