Williams v. Campbell ( 2004 )


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  • Williams v. Campbell, No. S0920-01 Cncv (Katz, J., Mar. 12, 2004)
    [The text of this Vermont trial court opinion is unofficial. It has been
    reformatted from the original. The accuracy of the text and the
    accompanying data included in the Vermont trial court opinion database is
    not guaranteed.]
    STATE OF VERMONT
    Chittenden County, ss.:
    MICHAEL WILLIAMS and
    RONALD PUMA
    v.
    DENNIS CAMPBELL, ET AL.
    ENTRY
    (Motion for Reconsideration)
    Following our previous entry granting defendants’ motion for
    attorney’s fees and costs, plaintiffs have requested reconsideration arguing
    that the language of the contract requires a different interpretation. The
    provision at issue is part of a purchase and sale agreement between
    plaintiffs and defendants for a building on Main Street in Burlington.
    Within the agreement, paragraph 29 is entitled “Default.” As Black’s
    defines it, default is “the omission or failure to perform a legal or
    contractual duty.” Black’s Law Dictionary 376 (5th ed. 1979). In other
    words, the paragraph details the rights and remedies available to both
    parties stemming from a failure or breach of the purchase and sale
    agreement. Indeed, the paragraph begins by detailing the sellers’ position
    should purchasers default and continues with the purchasers’ position
    should the sellers default. The paragraph ends with the following disputed
    sentence: “In the event legal action is instituted arising out of a breach of
    this contract, the prevailing party shall be entitled to reasonable attorney’s
    fees and court costs.”
    When defendant sellers terminated this agreement based on the
    plaintiff purchasers’ failure to meet a material provision, the purchasers
    filed suit and based their claim on breach of the agreement, specifically in
    paragraphs 16, 18, 20, 21, and 26 of their complaint. (Pl. Compl. July 31,
    2001). Thus the first part of the sentence was activated. Purchasers had
    instituted legal action arising out of they characterized as a breach of the
    purchase and sale agreement. As detailed in our previous order, defendants
    prevailed in this action and were therefore eligible for attorney’s fees and
    costs.
    Plaintiffs argue that the sentence requires a slightly different
    interpretation. According to plaintiffs, the sentence requires a party to
    prove that the other breached the contract before attorney’s fees can be
    awarded. Aside from the fact that the language of the sentence and its
    paragraph do not make this distinction between remedies if breach is
    proven and remedies if it is not, the plaintiffs’ interpretation would leave
    the sellers in a position where they would be liable for attorney’s fees if
    they had the lost the case but are not eligible for them if they prevail. Such
    a one-sided provision, however, would give dissatisfied parties incentive to
    sue for breach when they became dissatisfied. See, e.g., U.S. for Use of
    West v. Peter Kiewit & Sons’ Co., 
    235 F. Supp. 500
    , 503 (D. Alaska 1964).
    Clearly, the provisions of the default are not meant to encourage litigation
    or reward one side. In fact the provisions take some pains to be even-
    handed and not punitive. The language of the sentence and the default
    paragraph simply does not support this second interpretation. See
    Morrisseau v. Fayette, 
    164 Vt. 358
    , 366–67 (1995) (“Unless it is
    ambiguous, the construction of a contract is for the court as a matter of
    law.”). The first part of the sentence is triggered when a party asserts
    breach of contract. The second part entitles the prevailing party to
    attorney’s fees. In this case plaintiffs sued for breach of the agreement, but
    it was defendants who prevailed.
    While the “American Rule” does mean that parties bear their own
    litigation expenses, this “Rule” may be modified by statute, contract, or
    equity. D.J. Painting Inc. v. Baraw Enters., Inc., 
    172 Vt. 239
    , 247 (2001).
    In this situation, the parties included a contractual provision that provided
    attorney’s fees to the prevailing party in a legal action arising out of breach
    of the agreement. As this agreement was freely signed by both parties and
    contained consideration, it is legally enforceable. Plaintiffs triggered the
    provision by filing a complaint for breach of contract.
    Plaintiffs’ motion for reconsideration is dismissed.
    Dated at Burlington, Vermont________________, 2004.
    

Document Info

Docket Number: S0920

Filed Date: 3/12/2004

Precedential Status: Precedential

Modified Date: 4/24/2018