Donald L. Sweet, Jr. and Preston L. Sweet
Roy A. St. Pierre and Catherine St. Pierre d/b/a Woodlands Farms
Appeal from Superior Court, Franklin Unit, Civil Division
Martin A. Maley, J.
J. Watson of Brooks & Watson, PLC, St. Albans, for
Glitman and Timothy G. Hurlbut, P.C., St. Albans, for
PRESENT: Reiber, C.J., Skoglund, Robinson, Eaton and Carroll,
1. 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
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 inform plaintiffs 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 ...