Acadia Resources, Inc. v. VMS, LLC ( 2017 )

MAINE SUPREME JUDICIAL COURT Reporter of Decisions
Decision: 2017 ME 126 Docket: Cum-16-457
Submitted
On Briefs: May 25, 2017
Decided: June 22, 2017
Panel: SAUFLEY, C.J., and ALEXANDER, GORMAN, JABAR, HJELM, and HUMPHREY, JJ.
ACADIA RESOURCES, INC.
v.
VMS, LLC, et al.
SAUFLEY, C.J.
[¶1] Acadia Resources, Inc., appeals from a judgment of the District
Court (Portland, Woodman, J.) dismissing its fraudulent transfer complaint as
having been filed outside the applicable statute of limitations. Because we
agree with Acadia that the court should have treated the motion to dismiss
filed by VMS, LLC, and VEI, LLC, as a motion for summary judgment, we vacate
the judgment and remand the matter for further proceedings.
[¶2] In April 2016, Acadia filed a complaint against VMS and VEI
alleging the following facts. Acadia agreed to lend VMS money through a line
of credit on or about August 3, 2006. In November 2008, VMS defaulted on
the agreement by failing to pay amounts due, which remain unpaid. After the
default, on April 21, 2010, VMS executed a deed to VEI of real property located
2
on Middle Road in Falmouth. The deed was recorded eight months later, on
December 21, 2010.
[¶3] Acadia’s complaint alleged that the transfer of real property from
VMS to VEI violated the Uniform Fraudulent Transfer Act, 14 M.R.S. §§ 3575,
3576 (2016). VMS and VEI moved to dismiss the complaint pursuant to M.R.
Civ. P. 12(b)(6) on the ground that the applicable six-year statute of
limitations began to run on April 21, 2010, and therefore expired on April 21,
2016—one day before the date that the docket record indicates Acadia’s
complaint was filed. See 14 M.R.S. § 3580 (2016).
[¶4] Acadia objected to the motion and argued, among other things,
that the motion to dismiss should be treated as a motion for summary
judgment because extrinsic evidence showed that the complaint was filed on
April 21, 2016, not April 22, 2016, as docketed. Acadia’s attorney attached an
affidavit from her paralegal averring that she had sent the complaint to the
clerk’s office by overnight mail on April 20, 2016, and the paralegal included
as an exhibit to that affidavit a FedEx receipt showing that a clerk had signed
for the parcel containing the complaint and filing fee on the morning of
April 21, 2016.
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[¶5] Without hearing further from the parties, the court granted the
motion to dismiss the complaint with prejudice. Acadia appealed from the
judgment of dismissal. See 14 M.R.S. § 1901 (2016); M.R. App. P. 2.
[¶6] When a party has moved to dismiss a complaint for failure to state
a claim upon which relief can be granted, but “matters outside the pleading
are presented to and not excluded by the court,” the court must treat the
motion “as one for summary judgment.” M.R. Civ. P. 12(b); see Estate of Kay v.
Estate of Wiggins, 2016 ME 108, ¶ 9, 143 A.3d 1290; Angell v. Hallee, 2012 ME
10, ¶ 12, 36 A.3d 922. When a motion to dismiss is converted to a motion for
summary judgment, “all parties shall be given reasonable opportunity to
present all material made pertinent to such a motion by Rule 56.” M.R.
Civ. P. 12(b); see Beaucage v. City of Rockland, 2000 ME 184, ¶ 5, 760 A.2d
1054.
[¶7] Here, Acadia’s submission of extrinsic evidence in the form of an
affidavit with exhibits, including a FedEx receipt, converted the motion to
dismiss to a motion for summary judgment, cf. Moody v. State Liquor & Lottery
Comm’n, 2004 ME 20, ¶ 11, 843 A.2d 43, and the court erred in failing to
proceed with the summary judgment process, see M.R. Civ. P. 12(b), 56.
4
Accordingly, we vacate the judgment of dismissal and remand for further
proceedings.1
The entry is:
Judgment dismissing the complaint vacated.
Remanded for further proceedings.
Allison A. Economy, Esq., Rudman Winchell, Bangor, for appellant Acadia
Resources, Inc.
Thomas L. Douglas, Esq., Douglas McDaniel Campo & Schools LLC, PA,
Westbrook, for appellees VMS, LLC, and VEI, LLC
Portland District Court docket number RE-2016-9
FOR CLERK REFERENCE ONLY
1
Acadia also argues on appeal that the statute of limitations did not begin to run until
December 21, 2010, when the deed from VMS to VEI was recorded in the registry of deeds, citing to
14 M.R.S. § 3577(1)(A) (2016) and 33 M.R.S. § 201 (2016). Acadia may raise that and any other
pertinent issues for the motion court’s full consideration on remand.