Beldock v. VWSD

307 A.3d 209

2023 VT 35

Gregg BELDOCK

v.VWSD, LLC et al.

No. 22-AP-086

Supreme Court of Vermont.

6-30-2023

On Appeal from Superior Court, Chittenden Unit, Civil Division, Samuel Hoar, Jr., J.

Erin Miller Heins of Langrock Sperry & Wool, LLP, Burlington, for Plaintiff-Appellant.

Heather E. Ross and Peter G. Raymond of Sheehey Furlong & Behm P.C., Burlington, for Defendants-Appellees.

PRESENT: Reiber, C.J., Eaton, Carroll, Cohen and Waples, JJ.

EATON, J.

¶ 1. The present case involves the deterioration of a contractual relationship. Plaintiff Gregg Beldock contracted to purchase four solar assets in development from VWSD, LLC. Following allegations of breach, VWSD sold three of the solar assets to a third party, Green Lantern. Beldock filed a complaint against VWSD alleging breach of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment, and against Green Lantern and its president alleging tortious interference with contract and unjust enrichment. VWSD counter-claimed for breach of contract. The trial court granted summary judgment in favor of all three defendants on Beldock’s claims and in part in favor of VWSD on its counterclaim. We agree with the trial court’s grant of summary judgment regarding all claims against Green Lantern and its president and the implied-covenant claim against VWSD. However, because portions of the contract are ambiguous and a genuine dispute of material facts remains, we conclude that summary judgment was inappropriate for Beldock’s breach-of-contract and unjust-enrichment claims against VWSD and VWSD’s counterclaim for breach of contract. We reverse and remand.

I. Factual Background

¶ 2. The following material facts are undisputed unless otherwise noted, Beldock is a developer of solar projects in Vermont, VWSD, LLC is a Vermont company, owned and operated by Victor and William Veve, that also develops solar projects. In late 2015 or early 2016, the Veves began communicating with Beldock about, his interest in purchasing some of VWSD’s in-development solar projects. On January 18, 2016, the Veves, on behalf of VWSD, and Beldock entered into a contract for the sale of four of VWSD’s solar assets to Beldock or one of his business entities.

¶ 3. The contract states that it is for "the individual sales of certain assets owned by VWSD" to Beldock. It then lists four assets, identified by location: (1) North Troy; (2) North Hyde, Park; (3) Alburgh Missile Base; and (4) Milton. Under the heading for each individual asset, the contract lists certain terms specific to the asset, including development and other fees to be paid by Beldock to VWSD upon certain occurrences. For each project, the development fee was due "upon delivery" to Beldock of certain listed documents. For North Troy, the development fee was due "upon delivery" of the Certificate of Public Good (CPG), and an additional fee was due "upon, delivery of [a] satisfactorily executed off-taker agreement which form is attached hereto."¹ For North Hyde Park, Alburgh Missile Base, and Milton, the development fee was due "upon delivery" of the CPG and a "satisfactorily executed off-taker agreement which form is attached hereto." The clauses regarding the off-taker agreements also each provide, "[Beldock] shall have the right to disapprove of the off-taker based upon the reasonable financial viability and credit worthiness of the off-taker." Following the description of the fees for each asset, the contract contains general provisions. It states that Beldock must pay an additional fee for costs upon delivery of a certain quantity of "reasonably acceptable executed off-taker agreements." The "sale of each", asset is " ‘as is’ upon the satisfactory delivery of each element" described in the contract. Lastly, the contract provides that "[i]n the event that there is a failure to pay [VWSD] by [Beldock] for any of the agreed upon sums of money included in the terms … [VWSD] shall retain the right to remarket the assets with no further obligation to [Beldock]."

¶ 4. It is undisputed that no off-taker-agreement form was physically attached to the contract; however, the parties dispute whether a form was ever provided and if it was, when that occurred. Beldock testified that he provided a form off-taker agreement for the assets to VWSD when the agreement was signed. He also maintains that VWSD never used the form he provided to them. VWSD asserts that Beldock sometime later provided an off-taker-agreement form in connection with the North Troy project, and that it used the form provided for its off-taker agreements for North Hyde Park and Alburgh Missile Base.

¶ 5. In addition to the written contract described above, Beldock asserts that VWSD agreed to provide proof of site control for each project before Beldock would need to pay the fees; however, VWSD denies this.

¶ 6. On January 18, 2016, VWSD delivered Beldock the CPG for North Troy, and Beldock paid the associated fees on or about February 2. Sometime in the spring of that same year, VWSD delivered the North Troy off-taker agreement and land-control documents, and Beldock paid the fees associated with those deliverables. The parties dispute whether issues surrounding site work and title were addressed between delivery of the CPG and payment. The parties also dispute whether, between January and September 2016, Beldock provided VWSD with "assistance," not required under the written contract, in obtaining the deliverables for the remaining three projects.

¶ 7. In March 2016, VWSD received the CPGs for North Hyde Park and Alburgh Missile Base. Beldock reviewed these CPGs in spring and early summer 2016. On August 31, VWSD delivered the following documents to Beldock for Alburgh Missile Base: the CPG, off-taker agreements, and land-control documents. On September 14, VWSD delivered the following documents to Beldock for North Hyde Park: the CPG, an option to purchase, and an off-taker agreement. VWSD’s option to purchase for North Hyde Park was due to expire the next day or soon thereafter. VWSD obtained extensions of the option to purchase, delivering them to Beldock on October 11 at the latest. The parties dispute whether the form and substance of the off-taker agreements for these two projects matched the form Beldock claims he provided to VWSD.

¶ 8. Between August 31 and September 14, VWSD repeatedly inquired about payment for Alburgh Missile Base. On September 13, Beldock proposed payment for that project in three installments. The parties dispute whether this was a proposed contract modification because the fees were already due or whether this was an offer to provide an advance although no money was due yet under the contract. Either way, VWSD rejected the proposal.

¶ 9. On September 16, Beldock emailed VWSD stating that he was "[h]appy to close in [thirty] days," quickly following up by specifying, "[i]f all of the documents and permits are in line and acceptable, we will close in [thirty] days." Then, on October 20, Beldock emailed VWSD to inform it that he would not be purchasing Alburgh Missile Base. The parties dispute Beldock’s reason for rejecting the asset— whether it was due to concerns about financial viability and creditworthiness of the off-takers or the form of the off-taker agreements. In the email, Beldock provided four reasons for the rejection: (1) hazardous-waste conditions rendering the project unduly onerous to insure; (2) busy scheduling making it hard to "fit" this project in; (3) difficulty conforming to the "invasive species requisite [sic]"; and (4) that the "off-taker agreements in both form and context do not meet [his] requirements or those of the major utilities [he] [does] business with in the normal course of business."

¶ 10. In that same email, Beldock indicated that he had received the extension for the option to purchase North Hyde Park and stated that he was willing to close in the next week subject to VWSD providing him with three specified deliverables by October 23. The parties dispute whether VWSD was under any obligation to provide these three deliverables to Beldock.

¶ 11. On October 27, VWSD gave notice to Beldock that it was terminating the agreement because Beldock had breached the contract by failing to pay for North Hyde Park and Alburgh Missile Base. Beldock responded that VWSD was still bound by the contract.

¶ 12. Since the fall of 2015, VWSD had been in talks with Luke Shullenberger, founder and president of Green Lantern, a Vermont company. They discussed the sale of some of VWSD’s projects to Green Lantern; however, no specifics were agreed upon. In August 2016, after the contract between Beldock and VWSD was executed, Shullenberger emailed the Veves to invite them to discuss business, stating therein that he was confident he was "a better option than Beldock for getting [the projects] financed and built." The parties dispute whether Shullenberger was attempting to convince VWSD to sell North Hyde Park, Alburgh Missile Base, and Milton to Green Lantern instead of to Beldock, According to Beldock, Shullenberger purposefully induced VWSD to breach its contract with Beldock because he knew about the agreement and offered a better deal. However, defendants state that Shullenberger’s email was sent as a follow-up to conversations from months prior and before he knew of the specific contract with Beldock. In fact, they assert that Shullenberger and Green Lantern encouraged VWSD to complete its contract with Beldock.

¶ 13. In the course of negotiations, VWSD and Green Lantern exchanged various drafts of term sheets. This culminated in a nonbinding term sheet executed on September 22, 2016, which does not require VWSD to sell any assets to Green Lantern. The term sheet includes the Alburgh Missile Base, North Hyde Park, and Milton projects, among others. It also contains a clause titled "Current Contracts," which states, "It is expressly understood that these projects are currently under contract and...