United States District Court, D. Vermont
[Copyrighted Material Omitted]
For Ronald Cressy, Plaintiff: Devin McLaughlin, Langrock Sperry & Wool, LLP, Middlebury, VT.
For Kevin Proctor, Defendant: Richard T. Cassidy, Hoff Curtis, Burlington, VT.
Opinion and Order
William K. Sessions III, District Court Judge.
Plaintiff Ronald Cressy brings this action against his ex-romantic partner and alleged ex-business partner, Defendant Kevin Proctor. Cressy asserts in a seven-count complaint that he has the right to real and personal property held by Proctor based on theories of partnership, express and implied contract, unjust enrichment, promissory estoppel, and quantum meruit. He also asserts a right to half of Proctor's real property based on an express, resulting, or constructive trust. Proctor has moved for summary judgment on all claims. For the reasons set forth below, the Court grants in part and denies in part Proctor's motion for summary judgment, ECF No. 45. Summary judgment is granted as to Count I (Partnership) and to Cressy's claims for equitable relief based on his household contributions, and denied with respect to Cressy's remaining claims.
I. Personal Relationship between Cressy and Proctor
Proctor met Cressy in 1993 and the two soon entered into a romantic relationship. Cressy moved into Proctor's home in Long Beach, California, in May 1993. In 1998, the two moved to Ryegate, Vermont, where they continued to live together until 2012. During the course of their relationship, Cressy and Proctor never married, obtained a civil union, or registered as a domestic partnership. They also never adopted wills or trusts for each other. While the two were aware of and discussed the changes in the legal recognition of same-sex marriage, Proctor asserts that he declined Cressy's requests for a civil union or marriage. However, they regularly used the term " partner" and " partnership"
to describe their personal relationship. This lawsuit concerns the distribution of their assets following the termination of their relationship in July 2012.
II. Alleged Business Partnership in Synergy
Proctor began Synergy Advertising, Inc. (" Synergy" ), in Long Beach, California, in 1990. The business was founded and operated as a sole proprietorship. At the outset of his relationship with Cressy, Proctor owned Synergy, his home (outright), and a sizeable collection of antiques. He also held substantial personal savings.
When Proctor and Cressy first met, Cressy was on a mental health leave from his job with Carol Anderson, Inc., a women's clothing company. For the first year or so of their relationship, the two shared living expenses. In mid-Spring 1994, Cressy quit his job at Carol Anderson and Proctor began to support Cressy financially. Around this time, Cressy started working part time at Synergy, primarily on billing and invoicing. It is disputed whether Proctor specifically asked Cressy to help out or whether Cressy himself offered. It is undisputed that Cressy never received formal compensation for his work at Synergy. According to Cressy, this was a " mutual agreement" and he never requested that Proctor pay him for his work because the two were in a personal relationship and his initial contributions were not significant. Even after his work became more substantial, Cressy says that he did not feel the need to ask for compensation based on an (unspoken) understanding that their business profits were shared and would be applied toward their joint household expenses. This assumption -- which Proctor disputes -- forms much of the basis for this lawsuit.
While Cressy acknowledges that his work at Synergy was " volunteer" at the outset, the parties dispute how the nature of Cressy's work at Synergy evolved over time. The scope of Cressy's contributions to Synergy is a matter of serious dispute central to the outcome of this proceeding. According to Proctor, Cressy continued to work part time and never worked more than 20 hours per week throughout his time at Synergy. Moreover, Proctor stated in deposition that while Cressy worked a " steady and reliable 20 hours [per week] in California," this work became " much more sporadic" after they moved to Vermont. Proctor categorized Cressy as a " helper," and his work as " mostly clerical." He also testified that Cressy's work was unnecessary, that he was allowing Cressy to help out at Synergy as a favor, and that Cressy worked out of " gratitude" for a " roof over his head." Proctor maintains that he never referred to Cressy as his business partner in any context.
In stark contrast to Proctor's version of these events, Cressy contends that his work at Synergy " evolved into a fulltime job" by summer 1994 after Janet Morrison, one of Synergy's employees, left the business. Morrison had been responsible for numerous tasks and earned a salary of $40,000 per year. Cressy states that after Morrison left he took over her responsibilities and began to work full time. His duties at Synergy expanded to include answering phones, sending invoices, paying bills, processing orders, writing advertisements, processing accounts payable, and preparing tax documents. He typically worked 40-50 hours a week, and at times in Vermont he worked " a minimum" of 60 hours per week. In fact, Cressy submits that he worked more hours than Proctor by the time the two had moved to Vermont. Cressy's account of his workload at Synergy has support from other sources. For example, Proctor's sister-in-law, Trisha
Proctor, also observed Cressy working up to 10-11 hours a day for Synergy.
Based on this increase in contributions, Cressy argues that he ultimately became a " partner" in the Synergy business and that Proctor referred to him as a " partner" in a business context on multiple occasions. He states that he remembers at least one specific conversation in 1996 to this effect, and that Proctor made similar references to such a business partnership on later occasions. As a result of these statements and the degree of his contribution, Cressy says he expected all of the profits of Synergy to be shared between them as partners.
III. Ryegate Property
In 1996, Proctor decided that he wanted to leave California and move to Vermont. Over the following 18 months, Cressy began traveling with Proctor to New England to look at potential properties. In 1998, Proctor selected and purchased a farm property in Ryegate, Vermont, using proceeds from the sale of his Long Beach home, his own personal savings, and profits from Synergy. It is undisputed that Cressy made no individual financial contribution to the purchase of the property; however, because Proctor used Synergy profits to purchase the property, Cressy submits that he indirectly contributed to the purchase through his uncompensated work at the business.
It is undisputed that Proctor was at all times the sole name on the title to the Ryegate property. Proctor alone signed the offer, purchase and sale, and closing documents, and the deed ran only to Proctor. However, as with Cressy's work at Synergy, the parties ...