Stonewall of Woodstock Corp. and Accordion, LLC
v.
Stardust 11TS, LLC and Oliver Block, LLC
On
Appeal from Superior Court, Windsor Unit, Civil Division
Robert P. Gerety, Jr., J.
Norman
C. Williams of Gravel & Shea PC, Burlington, for
Plaintiffs-Appellants.
Christopher W. Blanchard of Facey Goss & McPhee P.C.,
Rutland, for Defendant-Appellee Stardust 11TS, LLC.
Frank
P. Urso of Reis, Urso & Ewald, PC, Rutland, for
Defendant-Appellee Oliver Block, LLC. Steven E. Ferrey,
Suffolk University Law School, Boston, Massachusetts, for
Amicus Curiae Stacy Gallowhur.
PRESENT: Skoglund, Robinson, Eaton and Carroll, JJ., and
Morris, Supr. J. (Ret.), Specially Assigned
EATON,
J.
¶
1. During the spring of 2015, plaintiff Stonewall of
Woodstock Corporation (Stonewall) entered into negotiations
to buy commercial property located in Woodstock from
defendant Oliver Block, LLC (Oliver Block). A written
contract of sale was signed by Stonewall, but not by Oliver
Block, which instead sold the land to defendant Stardust
11TS, LLC (Stardust). Stonewall sued, claiming that there was
a valid contract and seeking specific performance. The trial
court granted summary judgment for Oliver Block, on the basis
that any contract with Stonewall was unenforceable under the
Statute of Frauds because it had not been signed by Oliver
Block. We affirm.
I.
Facts and Procedural History
¶
2. Stonewall is a Vermont corporation whose shareholders
include John Ruggieri- Lam and Maria Freddura.[1] Oliver Block is a
Vermont limited liability corporation whose sole member is
Richard Coburn. The negotiations in 2015 were largely carried
out between Ruggieri-Lam on behalf of Stonewall and Coburn,
Coburn's lawyer Frank Urso, and Coburn's personal
assistant Richard Sbeglia on behalf of Oliver Block.
¶
3. On May 28, 2015, Sbeglia sent an unsigned contract of sale
by email to Ruggieri- Lam, who returned it with proposed
modifications. On June 2, Urso sent Ruggieri-Lam an updated
unsigned version of the contract, incorporating the
modifications that Ruggeri-Lam had requested, with
instructions to execute and return it with a deposit of $25,
000. Later the same day, Ruggieri-Lam and Freddura returned
the document, which they had signed, to Urso along with the
deposit check. In an email reply on June 3 Urso acknowledged
receipt. On Coburn's instructions, Urso deposited the
check in his law firm's trust account. But neither Coburn
nor anyone else acting on behalf of Oliver Block signed the
contract. In the days immediately following his return of the
contract document and check, Ruggieri-Lam made several
inquiries to Urso about whether Coburn had signed the
contract. No representation was ever made to Ruggieri-Lam
that Coburn had signed the document. Finally, on June 11,
Coburn informed Stonewall that he could not go through with
the negotiations as laid out in the June 2 document. During
this same time, Coburn had been negotiating with another
potential purchaser, Stardust. Those negotiations resulted in
Coburn signing a contract of sale with Stardust on June 10.
Urso returned Stonewall's deposit money on June 26.
¶
4. Shortly after learning of the deal with Stardust,
Ruggieri-Lam and Freddura filed suit against Oliver Block in
the Federal District Court of Vermont, seeking specific
performance on their own contract with Oliver Block.
Ruggieri-Lam v. Oliver Block, LLC, 120 F.Supp.3d 400
(D. Vt. 2015). They asserted that the emails sent by Urso on
June 2 and 3 (instructing Ruggieri-Lam and Freddura to sign
and return the contract with a deposit and then acknowledging
receipt) satisfied the Statute of Frauds. They also sought an
attachment on the Oliver Block property. As part of Oliver
Block's response, Coburn prepared an affidavit denying
that he had ever made a contract with Stonewall or authorized
Urso or anyone else to make one. In July, the court denied
Ruggieri-Lam and Freddura's petition for a writ of
attachment on the Oliver Block property, concluding that they
had no reasonable chance of success on the merits under
Vermont contract law. Id. at 406-09. In February
2016, the federal suit was dismissed without prejudice on
plaintiff's petition.
¶
5. Stonewall then filed this suit against Oliver Block and
Stardust, alleging breach of contract and fraud, and again
seeking specific performance. In September 2017, the court
granted summary judgment for Oliver Block with respect to
Stonewall's contract claims, holding that the June 2
purchase agreement was not an enforceable contract under the
Statute of Frauds. The court denied Oliver Block's motion
for summary judgment with respect to fraud, but this claim
was later dismissed on a stipulated motion by Stonewall.
¶
6. On appeal, Stonewall argues that a valid contract was
formed when it returned the signed contract with the deposit
on June 2, thus accepting an offer made by Oliver Block.
Stonewall further contends that the Statute of Frauds is
satisfied by either (1) the signed affidavit by Coburn in
opposition to the petition for writ of attachment produced in
federal court or (2) the two emails from Urso sent on June 2
and 3. Coburn's affidavit was part of the record below,
but was not mentioned in the trial court's decision.
Oliver Block and Stardust respond that no contract was ever
formed and that in any event the signed writings offered by
Stonewall do not meet the requirements of the Statute of
Frauds.
¶
7. We agree with the trial court that the Statute of Frauds
bars enforcement of Stonewall's claim. As a contract for
the sale of land, the contract falls under the Statute, and
neither Coburn's signed affidavit nor the emails from
Urso meet the Statute's requirements. Because we hold
that the contract is unenforceable under the Statute, we do
not reach the questions of whether an otherwise valid
contract was formed by offer and acceptance or whether
specific performance would be the appropriate remedy for any
breach.
II.
Standard of Review
¶
8. We review a grant of summary judgment de novo, under the
same standard as the trial court. Bixler v. Bullard,
172 Vt. 53, 57, 769 A.2d 690, 694 (2001). We will uphold a
grant of summary judgment if we agree that "there is no
genuine issue as to any material fact and the moving party is
entitled to judgment as a matter of law." Id.
(quotations omitted); see V.R.C.P. 56(a). None of the
relevant facts are disputed. The issue is whether the trial
court correctly applied Vermont's Statute of Frauds, and
this question is solely one of law.
III.
The Statute of Frauds
¶
9. The Statute of Frauds derives from the Act for the
Prevention of Frauds and Perjuries passed by the Parliament
of England in 1677, 29 Car. 2 c. 3, which remains in force in
some form in almost all states, Restatement (Second) of
Contracts ch. 5, stat. note (1981). It has apparently been
part of Vermont law since at least 1779, when the common law
of England was adopted as the law of the State. See
Clement v. Graham, 78 Vt. 290, 300-04, 63 A. 146,
148-50 (1906) (discussing history of reception of English
common law in Vermont). The Statute is currently codified at
12 V.S.A. § 181, which provides as follows:
An action at law shall not be brought in the following cases
unless the promise, contract, or agreement upon which such
action is brought or some memorandum or note thereof is in
writing, signed by the party to be charged therewith or by
some person thereunto by him or her lawfully authorized:
(5) A contract for the sale of lands, tenements, or
hereditaments, or of an interest in or concerning them.
Authorization to execute such a contract on ...