Sweet v. St. Pierre

• Decision Date: 02 November 2018
• Docket Number: No. 2017-437,2017-437
• Citation: 2018 VT 122
• Court: Vermont Supreme Court
• Parties: Donald L. Sweet, Jr. and Preston L. Sweet v. Roy A. St. Pierre and Catherine St. Pierre d/b/a Woodlands Farms

2018 VT 122

Donald L. Sweet, Jr. and Preston L. Sweet v. Roy A. St. Pierre and Catherine St. Pierre d/b/a Woodlands Farms

No. 2017-437

Supreme Court of Vermont

September Term, 2018

November 2, 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

Martin A. Maley, J.

Steven J. Watson of Brooks & Watson, PLC, St. Albans, for Plaintiffs-Appellants/Cross-Appellees.

Matt Glitman and Timothy G. Hurlbut, P.C., St. Albans, for Defendants-Appellees/Cross-Appellants.

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

¶ 1. CARROLL, J. Plaintiffs appeal the trial court's judgment in favor of defendants on plaintiffs' claim for unpaid wages under the Prompt Pay Act (PPA). Plaintiffs argue that the trial court erred in concluding that no contract existed between the parties as required to support a PPA claim. Defendants cross-appeal, arguing that the court should have awarded them attorney's fees because they were the substantially prevailing party and erroneously excluded evidence relevant to their assault claim. We affirm the trial court's decision on the merits, but reverse and remand for it to award reasonable attorney's fees to defendants.

¶ 2. Plaintiffs Donald and Preston Sweet, who are father and son, sued defendants Roy and Catherine St. Pierre in June 2014 alleging that defendants failed to pay them wages for their work improving a stand of maple trees on defendants' land for maple sugaring (the "sugar bush"). They alleged claims of unjust enrichment and violation of the PPA, 9 V.S.A. §§ 4001-4009. Defendants counterclaimed for fraud, breach of contract, conversion, unjust enrichment, consumer fraud, and assault. Plaintiffs voluntarily dismissed their unjust enrichment claim prior to trial.

¶ 3. Based on the evidence presented at the September 2017 bench trial, the court found the following facts. In June 2012, defendants advertised a Jeep for sale. Donald Sweet's partner, Emma Wagner, went to defendants' residence and discussed purchasing the vehicle with defendants. The conversation turned to defendants' land and sugaring operation. Roy St. Pierre told Wagner that he was hoping to improve the sugaring operation and increase the number of taps. However, significant work to the trees and lines was needed, and the pump house and boiler also needed repairs. Defendants told Wagner that they did not have the money to pay for the labor necessary to operate the sugaring business. Wagner stated that she had experience working on boilers and would be willing to work on the boiler in exchange for the Jeep. She also suggested that plaintiffs might be available to work on the sugar bush.

¶ 4. Plaintiffs met with defendants at least three times to discuss working on the sugaring operation. The first meeting focused on the work to be done. Plaintiffs testified that they agreed to begin by clearing brush and replacing lines. At the second meeting, the parties discussed compensation. Defendants proposed a form of partnership in which plaintiffs would receive a percentage of profits. Catherine St. Pierre wanted plaintiffs to work thirty hours per week. The court found that this requirement was meant to assure completion of the project within a certain time frame and was not related to compensation.

¶ 5. Catherine St. Pierre prepared and submitted several written contracts to plaintiffs, none of which were ever signed. The later versions were prepared in consultation with a lawyer representing the Vermont Economic Development Authority (VEDA), from whom defendants had obtained a loan of about $30,000 to purchase sugaring equipment. Defendants did not informplaintiffs that they were in default on the VEDA loan. Each of the contracts provided for plaintiffs to be compensated with a share of profits, rather than wages.

¶ 6. The court found that during one of the parties' discussions, Roy St. Pierre agreed that plaintiffs' work was worth $20 per hour. Plaintiffs understood this to mean that they would be paid either by a share of profits or by an hourly wage. However, the court found that Roy St. Pierre did not agree or promise that plaintiffs would be paid an hourly wage. Rather, defendants anticipated that plaintiffs would receive a share of the profits after payment of certain expenses, which were yet to be determined.

¶ 7. Plaintiffs and Emma Wagner began working on defendants' property without a written contract. Plaintiffs kept track of the hours they worked, although they did not inform defendants they were doing so. Defendants soon became frustrated with plaintiffs' work. Roy St. Pierre believed that plaintiffs did not know how to operate chainsaws, were improperly cutting the brush surrounding the sugar maples, and spent too much time cutting firewood, which the parties had agreed plaintiffs would receive as part of their compensation. However, he never communicated these frustrations to plaintiffs. For their part, plaintiffs began to realize they might not be paid. As the sugaring season neared, the sugar bush was not operational.

¶ 8. In February 2013, Roy St. Pierre was hospitalized after apparently suffering a stroke. Catherine asked plaintiffs to leave the property. Plaintiffs later returned to remove the Jeep with defendants' permission. In March 2013, plaintiffs sent defendants invoices totaling over $58,000, reflecting the hours they allegedly worked on the property. Defendants acknowledged receipt of the invoices and stated they would contact plaintiffs at the end of the season. Plaintiffs sent another billing statement in May 2013. Defendants responded by having plaintiffs served with a no-trespass notice. Defendants grossed approximately $10,000 for the syrup they produced during the 2013 season, which did not account for any expenses related to preparing the sugar bush, including wages paid to another person for labor.

¶ 9. The trial court concluded that the parties never formed a written or oral contract because they never agreed upon the material term of compensation. It also ruled that plaintiffs did not enter into an enforceable oral agreement to negotiate the undecided terms in good faith. Because there was no contract to begin with, the court rejected plaintiffs' argument that the contract was modified to provide that plaintiffs would be paid an hourly wage. The court determined that the lack of a contract also meant that the PPA was inapplicable. Turning to defendants' counterclaims, the court found that defendants failed to prove that Preston Sweet assaulted Roy St. Pierre by threatening to stab him with a screwdriver. It concluded that the statement was a joke and could not reasonably be found to have caused the psychological and physical injuries alleged by defendants in the absence of expert testimony. Likewise, it found their counterclaims for fraud, conversion, unjust enrichment, and consumer fraud to be without merit. It concluded that neither side had substantially prevailed on its claims, and it therefore declined to award attorney's fees under 9 V.S.A. § 4007(c). This appeal followed.

¶ 10. In reviewing the court's decision, we will uphold its factual findings unless they are clearly erroneous. Abbiati v. Buttura & Sons, Inc., 161 Vt. 314, 318, 639 A.2d 988, 990 (1994). Likewise, we will affirm its legal conclusions if they are supported by the findings. Town of Rutland v. City of Rutland, 170 Vt. 87, 90, 743 A.2d 585, 587 (1999).

I.

¶ 11. On appeal, plaintiffs claim that the court erred in finding that there was no meeting of the minds sufficient to form a contract. The existence of a contract is a question of fact for the trier to decide. Town of Rutland, 170 Vt. at 90, 743 A.2d at 587. "[W]hether a contract existed depends on facts as well as the reasonable inferences to be drawn from them, and is also influenced by the situation of the parties and the subject matter." Id.

¶ 12. An enforceable contract requires "a meeting of the minds of the parties: an offer by one of them and an acceptance of such offer by the other." Starr Farm Beach Campowners Ass'nv. Boylan, 174 Vt. 503, 505, 811 A.2d 155, 158 (2002) (mem.). A valid offer is one that is intended "to create a legally binding relationship on acceptance." Id. To constitute a meeting of the minds, the acceptance "must in every respect meet and correspond with the offer, neither falling short of nor going beyond the terms proposed, but exactly meeting them at all points . . . and, in the absence of such an acceptance, subsequent words or acts of the parties cannot create a contract." Id. (quotation and alteration omitted).

¶ 13. The record supports the court's finding that there was no meeting of the minds because the parties never reached 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, plaintiffs believed that they would be paid either a share of the profits or $20 per hour. However, defendants understood the arrangement differently. They believed the project was a joint venture in which plaintiffs would be paid a percentage of the profits after expenses. All of the draft contracts prepared by defendants provided for plaintiffs to be compensated with a share of profits. Defendants told plaintiffs that they had no money to pay them, and thus plaintiffs would only be paid if the sugaring operation turned a profit. They denied that they ever discussed paying plaintiffs an...