ingalls v. mcallister ( 2024 )

Vermont Superior Court
Filed o /26/23
Lamo' e Unit
VERMONT SUPERIOR COURT 1
fl4 CIVIL DIVISION
Lamoille Unit Case N0. 21-CV-02400
154 Main Street
Hyde Park VT 05655
802-888—3887 fifi
wwwvermontjudjciaryorg
Kiel Ingalls v. Miranda McAllister
ENTRY REGARDING MOTION
Title: Motion to Amend Complaint; Motion for Relief From Judgment; Motion to Quash ;
- Renewed ; Ronald Dion
Subpoena (Motion: 10; 11; 12)
Filer: Miranda R. McAllister; Samantha V. Lednicky; Samantha V. Lednicky
Filed Date: August 15, 2023; August 15, 2023; August 17, 2023
The motion is GRANTED IN PART and DENIED IN PART.
The present matter arises from a partition action filed by Plaintiff Kiel Ingalls seeking the
division and allocation of real property jointly owned by the parties on Crooks Road in the Town of
Eden, Vermont (the “Crooks Road property”). The Court dismissed this initial claim for Partition
in January 2022 based on the parties’ April 2021 Agreement, which the Court determined, as a
matter of law, to be a valid contract, and which controlled the allocation of the real property.
Currently, there is a pending counterclaim for specific performance from Defendant Miranda
McAllister and a remaining claim by Plaintiff for personal property, which includes a limited claim
for unjust enrichment concerning only these personal property items. A more thorough history of
both the underlying facts and the procedural history can be found in the Court’s July 30, 2023 Entry
Order in this matter.
Presently, the Court is set to try these remaining claims on October 3, 2023. In anticipation
of this trial, Plaintiff has filed two motions: (1) to amend the complaint and (2) for relief from
judgment. Defendant has also filed a motion seeking to quash a subpoena seeking the testimony of
Ronald Dion. The Court will address each of these motions in turn.
Motion 70: Amend ComQ/aim‘
Plaintiff Kiel Ingalls seeks to amend the complaint to include a claim for breach of contract.
Plaintist Motion to Amend the Complaint, filed August 15, 2023 (Pl.’s Mot. to Amend).
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21—CV—02400 Kiel Ingalls v. Miranda McAllister
Defendant opposes Plaintiff’s Motion. Defendant’s Opposition to Plaintiff’s Motion to Amend
Complaint, filed August 17, 2023 (Def.’s Opp’n to Amend).
Under the Vermont Rules of Civil Procedure, amendments of complaints are governed by
V.R.C.P. 15, which requires that leave to amend the complaint “shall be freely given when justice so
requires.” V.R.C.P. 15(a); Lillicrap v. Martin, 156 Vt. 165, 170 (1989). As the Vermont Supreme
Court has noted:
In considering motions under Rule 15(a), trial courts must be mindful of the
Vermont tradition of liberally allowing amendments to pleadings where there is no
prejudice to the other party. Tracy v. Vinton Motors, Inc., 130 Vt. 512, 513 (1972).
“The principal reasons underlying the liberal amendment policy are (1) to provide
maximum opportunity for each claim to be decided on its merits rather than on a
procedural technicality, (2) to give notice of the nature of the claim or defense, and
(3) to enable a party to assert matters that were overlooked or unknown to him at an
earlier stage in the proceedings.” Bevins v. King, 143 Vt. 252, 255 (1983). In rare
cases, however, denial of a motion under Rule 15(a) may be justified based upon a
consideration of the following factors: “(1) undue delay; (2) bad faith; (3) futility of
amendment; and (4) prejudice to the opposing party.” Perkins v. Windsor Hosp. Corp.,
142 Vt. 305, 313 (1982).
Colby v. Umbrella, Inc., 2008 VT 20, ¶ 4.
While the standard for amending a complaint under Rule 15(a) is liberal, it is not entirely
without teeth. Colby, 2008 VT 20, ¶ 10. Trial courts may deny a motion to amend if it would
ultimately be futile or if it would cause undue delay. Colby, 2008 VT 20, ¶ 4. Here, Plaintiff raises
two arguments in support of his motion to amend to add a breach of contract claim, both of which
are likely to be futile and to cause undue delay.
First, Plaintiff argues that Defendant breached the contract when she failed to continue their
relationship past April 18, 2021. Plaintiff’s Motion to Amend the Complaint at 2 (Pl.’s Mot. to
Amend). Plaintiff cites to the fact that Defendant filed a parentage action at that time. However, as
the Court has previously acknowledged,
[N]othing in filing a parentage action constitutes an end to a relationship. A
parentage action under the Vermont Parentage Act is the first step when parties are
seeking to establish parentage of a child. 15C V.S.A. § 104. The Act “applies for all
purposes, including the rights and duties of parentage under the law.” 15C V.S.A. §
203. Nothing in filing such an action violates the terms or intent of the April 2021
Agreement.
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21-CV-02400 Kiel Ingalls v. Miranda McAllister
Entry Regarding Motion for Emergency Relief, Ingalls v. McAllister, filed August 21, 2023, at 1–2 (Aug. 21,
2023). Therefore, the filing of a parentage action by Defendant is insufficient to justify a claim for
breach of contract.
Second, Plaintiff argues that Defendant breached the contract by failing to act in good faith
to agree upon a refinancing amount. Pl.’s Mot. to Amend at 2.
This argument is premature, as the refinancing process has not been completed. Indeed, it
appears that Plaintiff, rather than the Defendant, is unwilling to proceed with refinancing and has
not participated in the process. Given that Defendant sought specific performance from Plaintiff
through the Court to complete the refinancing, it does not appear Defendant is attempting to breach
the contract by obstructing the refinancing process. See Court’s Aug. 21, 2023 Entry at 2.
Yet, in another sense, the parties’ inability to come to an agreement regarding the refinancing
goes to the alleged ambiguity in the contract. There can be no breach unless the term of the
contract required a specific type of performance that Defendant was refusing to deliver. No such
determination or interpretation has been adopted or ordered by the Court. As addressed in the next
section, Plaintiff seeks to argue that the April 2021 contact should be interpreted as to require a
payment of equity through the refinancing process, or it should be seen as having been omitted.
This is an argument seeking a determination of ambiguity, and only if such claims were sustained
would he then have a right to a subsequent claim of breach based on Defendant’s subsequent failure
to secure financing in a particular manner.1 Given that no such ruling has entered and no such
actions have followed, a claim for breach at this juncture is simply not supported by the facts of the
case.
Under any of these circumstances or outcomes, Plaintiff’s f contract claim show that the
amendment would ultimately be futile and would cause undue delay. See Colby 2008 VT 20, ¶ 4.
Therefore, Plaintiff’s Motion to Amend the Complaint is denied.
1 As the Court noted in its August 21, 2023 Entry Order, neither party has had the opportunity to present evidence
and have their day in Court. While the Court has been able to make certain rulings as a matter of law, it has been
careful not to grant relief prematurely. This reasoning extends to the current motion to amend that seeks to add
claims that would first require a determination that the Agreement required Defendant to provide certain
payments through the refinancing process and then fats to show that she refused or failed to do so despite her
notice of this obligation.
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21-CV-02400 Kiel Ingalls v. Miranda McAllister
Motion 11 Relief from Judgment
Plaintiff moves for relief from judgment under V.C.R.P. 60(b), asking the Court to
reconsider its prior denial of Plaintiff’s motion to amend his complaint to include claims of unjust
enrichment. Plaintiff’s Renewed Motion for Relief from Judgment (Pl.’s Renewed Mot.). Defendant
opposes. Defendant’s Opposition to Plaintiff’s Renewed Motion for Relief from Judgment, filed
August 17, 2023.
Although Plaintiff has moved for reconsideration under Rule 60(b),
the motion [is] not in fact one under Rule 60, however entitled. It [is], in substance, a
motion to revise an interlocutory order, appropriate under the general power of
revision contained in V.R.C.P. 54(b). As such, it is within the plenary power of the
court to afford such relief as justice requires, and not within the restrictive provisions
of 60(b), which apply only to final judgments. Brown v. Tatro, 136 Vt. 409, 411 (1978).
Dudley v. Snyder, 140 Vt. 129, 131 (1981). Here, no final judgment has been rendered, therefore no
relief from final judgment can be granted.
While 60(b) is not the appropriate vehicle for this motion, the Court may modify its previous
order denying Plaintiff’s motion to add an unjust enrichment claim.
The law-of-the-case doctrine “normally does not bind the trial court,” Kneebinding,
Inc. v. Howell, 2018 VT 101, ¶ 31, 208 Vt. 578, and the court may depart from the
doctrine “in a proper case,” Morrisseau v. Fayette, 164 Vt. 358, 364 (1995) (quotation
omitted). We have recognized that trial courts have “the discretion to modify an
interlocutory order.”
Fabiano v. Cotton, 2020 VT 85, ¶ 21. “Accuracy of decisions in difficult cases is promoted when, as in
this context, reconsideration of a prior…decision was necessary to a just and comprehensive
resolution of the issues before the court.” Myers v. LaCasse, 2003 VT 86A ¶ 15.
Previous decisions in this case have held that the parties’ April 2021 Agreement was a valid
contract that governed the disposition of the Crooks Road property. Court’s Aug. 21, 2023 Entry at
2 (citing Court’s Entry Regarding Motion, filed Jan. 19, 2022 and Court’s Entry Regarding Motion,
filed Mar. 2, 2022). The Court does not alter this determination. As a matter of law, the undisputed
facts show that the parties entered into a valid contract, at the very least, for the allocation of the
Crook Road property to Defendant. The April 2021 Agreement also lays out several terms and
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elements of consideration that govern how this property is to be transferred. As Plaintiff notes, he
is not seeking to undo or modify these portions of the April 2021 Agreement or their implications.
Instead, Plaintiff contends that the April 2021 Agreement is “ambiguous or vague as to the
assignment of equity and requires further findings of fact.” Pl.’s Renewed Mot. at 2. Plaintiff argues
that the April 2021 Agreement “contemplates” a payout for Plaintiff that would enable him to buy a
new home and compensate him for his contributions. Id. at 4. Specifically, Plaintiff has argued that
Defendant is obligated, through the refinancing process, to go beyond merely removing Plaintiff’s
name from the mortgage and also compensate Plaintiff for his equity in the home. Amended
Complaint, filed August 15, 2023, at 2. To the extent the plain language of the parties' agreement
could be construed as ambiguous, the court can also consider the circumstances surrounding the
agreement to determine if the language in dispute is “truly ambiguous.” Isbrandtsen v. N. Branch Corp.,
150 Vt. 575, 577 (1988).
Defendant maintains that the 2021 Agreement is unambiguous. Response to Plaintiff’s
Opposition to Defendant’s Motion for Emergency Relief, filed August 17, 2023. Defendant argues
that the disputed term refers to Plaintiff being relieved of his obligations under the mortgage by
refinancing, freeing up his finances and allowing him to purchase another home with his own money
and credit. Def.’s Opp’n to Amend.
While previous decisions in this case have turned on the fact that Plaintiff’s claim to the
equity in the home was governed by the contract, implying the Court believed the equity followed
the house in the contract, the Court has never analyzed whether the contract was ambiguous as to
the division of equity in the home. Court’s Entry Regarding Motion, filed January 19, 2022; Court’s
Entry Regarding Motion, filed March 2, 2022. As the Vermont Supreme Court notes:
Ambiguity exists where the disputed language will allow more than one reasonable
interpretation. In such cases, this Court may consider the circumstances surrounding
the making of the agreement to ascertain the parties’ true intent. While we may
examine the surrounding circumstances to determine whether a provision of the
agreement is ambiguous, this Court may not use those circumstances to vary the
terms of an unambiguous writing. Where the terms of an agreement are plain and
unambiguous, they will be given effect and enforced in accordance with their
language.
O’Connell-Starkey v. Starkey, 2007 VT 128, ¶ 8, 183 Vt. 10 (citations omitted).
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“A provision in a contract is ambiguous only to the extent that reasonable people could
differ as to its interpretation.” Isbrandtsen., 150 Vt. at 577(citations omitted). “This is ‘a question of
fact to be determined based on all of the evidence—not only the language of the written instrument,
but also evidence concerning its subject matter, its purpose at the time it was executed, and the
situations of the parties.’” Towslee v. Callanan, 2011 VT 106, ¶ 5, 190 Vt. 622 (mem.). “Ambiguity
will be found where a writing in and of itself supports a different interpretation from that which
appears when it is read in light of the surrounding circumstances, and both interpretations are
reasonable.” Isbrandtsen, 150 Vt. at 579.
In this case, the plain language of the agreement, without consideration of extrinsic evidence,
is straightforward and unambiguous. The obligations of the contract are triggered by the end of the
relationship between Plaintiff and Defendant. Defendant is to stay in the Crooks Road property,
and the parties are to give her sole ownership of the property. Defendant is obligated to refinance
the loan to remove Plaintiff’s name from the mortgage and deed so that he will have the opportunity
to purchase another home. This one-sentence contract imposes benefits and burdens on both sides.
Defendant retains the property, but she must bear the burden of the mortgage alone. She also takes
on the risk that the house will be lower in value (i.e. there may be no equity to divide) or that a new
mortgage will only be available on unfavorable terms. Plaintiff must leave the house, but he is
released from any exposure on the refinancing, he is allowed to forgo the mortgage obligation, and
his finances and credit are available to invest in another property.
The main problem here is that the April 2021 Agreement does not make express provisions
for the issue of equity. The Court is looking to the refinancing term. Plaintiff argues that there are
circumstances, which if found by the Court, could imply a distribution of equity instead of a waiver
of any equity. The Court is obliged under Isbrandtsen to look broadly at the circumstances
surrounding the contract to determine if this is, in fact, an ambiguity. 150 Vt. at 575–576, 580.
In this case, while the Court has made several rulings on the legal issues and conclusions, it
has not received evidence, nor made findings on whether there are certain facts regarding the
surrounding circumstances, which under Isbrandtsen would be instructive as to how the parties
intended the 2021 Agreement to address equity.
The parties currently dispute the value of Plaintiff’s contributions to the property. Plaintiff
alleges that he “improved the property…performed landscaping work, cut trees, cut brush, and
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improved the lawn and yard; brought in topsoil, stone and gravel to improve the property and
driveway; constantly work[ed] outside; [and] built a shed on the property” among other projects.
Affidavit of Kiel Ingalls, filed April 1, 2022, at 2. Defendant disagrees, alleging that “other than
adding one load of stone to our driveway, which he received for free from his work, Kiel
contributed no meaningful sweat equity into the home beyond simple yard work.” Second Affidavit
of Miranda McAllister, filed December 17, 2021, at 1.
Without seeing the appraisal of the property, it is likewise difficult to determine the value (if
any) of Plaintiff’s work on the property and appreciate his argument that he is entitled to a payout
for his equity. It is also unclear whether there is in fact any equity to distribute.
For these reasons, the Court will allow testimony and evidence concerning the value of the
property, Plaintiff’s contributions, and other testimony concerning the circumstances of the April
2021 Agreement and whether the circumstances indicate an ambiguity.
In addition to the arguments that the parties have offered concerning April 2012
Agreement’s treatment of the equity, Plaintiff continues to argue that he is entitled to an award of
unjust enrichment if the Court determines that the Agreement is silent on this issue of equity. In
support of this position, Plaintiff cites Kwon v. Edson, 2019 VT 59, ¶ 27, as standing for the
proposition that the existence of a contract does not preclude recovery pursuant to an unjust
enrichment claim. Pl.’s Renewed Mot. at 1. However, the court in Kwon stated that “the existence of
a contract and the terms of that contract are highly relevant in determining whether denying further
payment is unjust.” Id. That is, while the mere existence of the contract does not preclude recovery
in unjust enrichment, the terms of that contract are highly relevant in determining whether the
standard for unjust enrichment is met. Id.Notwithstanding the existence of the April 2021 Agreement, there is a possibility that if the
Court does find from the circumstances that there was an ambiguity concerning the allocation of
equity, and if it further finds that neither Plaintiff’s proffered interpretation (that the refinancing was
to include equity) or Defendant’s (equity was waived and release) reflect the intent of the parties at
the time of formation in light of these circumstances, then there is a third possibility that this term
was left out of the Agreement and should be addressed by equitable remedy. To the extent that the
evidence leads in this direction, the Court will allow testimony, evidence, and argument on this
point. At the same time, the Court reiterates that such claims are ultimately in the alternative and
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would at a minimum require a demonstration that the equity of equity was not only not addressed by
the April 2021 Agreement but was also omitted from the parties’ bargain. If the Court concludes
that the April 2021 Agreement is not ambiguous in light of the circumstances, then unjust
enrichment is improper and will not apply.
On this very limited basis, the Court will grant Plaintiff’s Motion to Amend to add the claim
of unjust enrichment so that the Court can hear testimony regarding what the parties intended to
achieve regarding the equity in the contract.
Motion 12 Motion to Quash Subpoena
Defendant Miranda McAllister seeks to quash a subpoena issued by Plaintiff to Ronald Dion
with Union Bank for a copy of an appraisal of the 1033 Crooks Road property. Defendant’s Motion
to Quash, filed August 17, 2023. Plaintiff Kiel Ingalls opposes. Opposition to Defendant’s Motion
to Quash Subpoena, filed August 29, 2023.
Given the clarification and ruling of the Court in this Entry Order, evidence of the value of
the equity in the house is relevant to the issue of contract ambiguity (what the parties were
bargaining for at the time they created the contract). The Court cannot understand the
circumstances surrounding the creation of the contract without evidence regarding the subject
matter of their contract. See Isbrandtsen, 150 Vt. at 580. Further, if the contract is truly silent as to the
division of the equity, the appraisal evidence is relevant for Plaintiff’s recovery in unjust enrichment.
For these reasons, Defendant’s Motion to Quash Subpoena is Denied.
ORDER
Based on the forgoing, Plaintiff’s Motion to Amend the Complaint is Denied, Plaintiff’s
Renewed Motion for Relief from Judgment is Granted, and Defendant’s Motion to Quash
Subpoena is Denied. The trial in this matter shall proceed on October 3, 2023 as previously noted.
Electronically signed on 9/26/2023 2:01 PM pursuant to V.R.E.F. 9(d)
__________________________________
Daniel Richardson
Superior Court Judge
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