Armstrong v. Lane Press

Vennont Superior Court
Filed 12/24/25
Chittenden 0-nit

VERMONT SUPERIOR COURT CIVIL DIVISION
Chittenden Unit Case No. 25-CV-2724
175 Main Street
Burlington VT 05401
802-863-3467
www.vermontjudiciary.org

Christopher Armstrong,
Plaintiff

V. DECISION ON MOTION
The Lane Press,Inc., Philip Drumheller,and
William "Terry" Dorman d/b/a/ Dorman &
Fawcett,
Defendants

RULING ON MOTION TO DISMISS

In this employment action,Plaintiff Christopher Armstrong filed a complaint alleging
breach of contract,wrongful termination,and related claims against The Lane Press, Inc. ("Lane
Press"),Philip Drumheller,and William Dorman,d/b/a Dorman & Fawcett ("D&F"). Lane
Press and Drumheller have filed their answers,but D&F filed a motion to dismiss all claims
asserted against it pursuant to Rule 12(b)(6) of the Vermont Rules of Civil Procedure, essentially
asserting that Lane Press,not D&F,was Armstrong's employer. Armstrong responds that D&F
and Lane Press were his joint employers, D&F made decisions for Lane Press, and D&F was
partially responsible for his termination. Plaintiff is represented by Adam W. Waite,Esq. and
Zachary D. Hozid,Esq. and Defendant D&F is represented by Cristina L. Dulay,Esq. For the
reasons discussed below, Defendant's motion to dismiss is GRANTED IN PART and DENIED
IN PART.

Factual Background

For purposes of deciding the instant motion,the Court accepts the following facts alleged
in Plaintiffs Complaint as true. The Court makes no finding as to their accuracy. 1

Plaintiff Armstrong was hired as Lane Press's Executive Vice President in May 2023.
He entered into an employment agreement ("the Agreement") with Lane Press that outlined the
terms of his employment. The Agreement,which is attached as an exhibit to the Complaint,
specified that Armstrong "shall report directly to the Company's Chief Executive Officer and
Dorman & Fawcett." Ex. 1,,r 1.1. Armstrong negotiated the Agreement with both Mr.

See Montague v. Hundred Acre Homestead, LLC, 2019 VT 16,,r 10,209 Vt. 514 ("On a
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motion to dismiss,the court must assume that the facts pleaded in the complaint are true and
make all reasonable inferences in the plaintiffs favor.").
Drumheller and Mr. Dorman, his employment was supervised and directed by Lane Press and
D&F at all times, and he received direct orders from both Lane Press and D&F throughout his
employment. Compl. ¶¶ 11-15. Armstrong’s bonus for the 2023-2024 fiscal year was negotiated
with both Drumheller and Dorman. Id. ¶ 25. Armstrong asserts, on information and belief, that
D&F assumed a part ownership or partnership relationship with Lane Press and that D&F made
decisions for Lane Press. Id. ¶¶ 18-19. D&F supervised Lane Press’s employees, including
Armstrong. Id. ¶ 22.

Beginning around November 2024, Armstrong began questioning D&F’s financial
management of Lane Press. As Armstrong sought more information, D&F refused to provide
answers. Armstrong hired a controller, and Dorman responded by insisting that D&F be
involved in all the controller’s decisions and that the controller report directly to D&F. Id. ¶¶ 26-
28. In January 2025, Armstrong raised concerns to Drumheller and Dorman about the way in
which Lane Press was treating a customer that had placed a large order. Lane Press intentionally
slowed shipments of completed materials to the customer, despite knowing that the materials
were time-sensitive, to incentivize the customer to pay its invoices before they were due.
Armstrong believed this tactic was bad business and unethical. At the end of January 2025,
Dorman directed Lane Press employees to invoice the customer for all completed work but to
hold the shipments. Armstrong continued to question this way of doing business, and on March
14, 2025, he was terminated with no prior warning or notice. Id. ¶¶ 32-38.

Armstrong asserted claims against D&F/Dorman for unpaid wages in violation of Title
21, breach of contract, wrongful termination, tortious interference with contract, civil conspiracy,
and aider and abettor liability. The Court addresses the claims in turn below.

Discussion

“The purpose of a motion to dismiss is to test the law of the claim, not the facts which
support it.” Powers v. Off. of Child Support, 173 Vt. 390, 395, 795 A.2d 1259, 1263 (2002)
(citation omitted). When considering a Rule 12(b)(6) motion, courts “assume as true the
nonmoving party’s factual allegations and accept all reasonable inferences that may be drawn
from those facts.” Wool v. Off. of Prof’l Regulation, 2020 VT 44, ¶ 8, 212 Vt. 305 (quotation
omitted). Further, the court assumes “that all contravening assertions in [the nonmoving party’s]
pleadings are false.” Mahoney v. Tara, LLC, 2011 VT 3, ¶ 7, 189 Vt. 557 (quotation omitted).
Motions to dismiss for failure to state a claim are “disfavored and should be rarely granted.”
Bock v. Gold, 2008 VT 81, ¶ 4, 184 Vt. 575. Dismissal is improper “unless it appears beyond
doubt that there exist no facts or circumstances that would entitle the plaintiff to relief.” Wool,
2020 VT 44, ¶ 8 (quotation omitted). However, as our Supreme Court has held, “where the
plaintiff does not allege a legally cognizable claim, dismissal is appropriate.” Montague, 2019
VT 16, ¶ 11 (citation omitted).

I. Unpaid Wages (Counts I and III).

Armstrong alleges that he is owed wages for his accrued paid time off (“PTO”) (Count I)
and as severance (Count III). Both of these claims are based on the Agreement, which specifies
that (1) he is entitled to six weeks per year of PTO that accrues at the beginning of the calendar
year, Ex. 1, ¶ 2.2(c), and (2) if Armstrong is terminated without cause or for good reason during

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the first three years of employment, he is to be paid severance, which is his base salary for 90
days, id. ¶ 3.2(b), in addition to his accrued but unused PTO, id. ¶ 3.2(c). 2

D&F contends it is not liable for these claims because Lane Press was Armstrong’s
employer, not D&F. Mot. to Dismiss at 2-3; Reply at 2-5. The Agreement is signed by
Armstrong and Drumheller, on behalf of Lane Press, but it provides that Armstrong is to report
“directly” to D&F in addition to Lane Press’s CEO. Ex. 1, ¶ 1.1. Armstrong states that D&F was
a joint employer along with Lane Press and had substantial supervision and influence over him.
Specifically, Armstrong alleges that he negotiated the Agreement with Drumheller and Dorman,
his employment was directed and facilitated by both Lane Press and D&F, he was supervised by
both Drumheller and Dorman and received direct orders from both throughout his employment,
and he negotiated his bonus with both men. In addition, he alleges that D&F “assumed a part
ownership or partnership relationship with Lane Press,” made decisions for Lane Press,
facilitated meetings that Armstrong attended, and was influential in and made most of the
financial decisions for Lane Press, including those related to payments, cash flow, businesses
with which Lane Press worked, and product orders. Thus, Armstrong argues he has sufficiently
alleged that D&F is liable for unpaid wages as his joint employer with Lane Press.

Under the “joint employer doctrine,” a joint employer relationship may exist when two or
more entities “share significant control of the same employee.” Felder v. United States Tennis
Ass’n, 27 F.4th 834, 843 (2d Cir. 2022) (citations omitted). “Because the exercise of control is
the guiding indicator, factors indicating a joint-employment relationship may vary depending on
the case, and any relevant factor may be considered so long as it is drawn from” agency common
law principles. Id. at 844 (quotation omitted). Relevant factors include the putative joint
employer’s right to assign particular projects to the employee, the right to fire him or her, and the
extent of control over the employee’s work activities. Id. at 843; see also Faush v. Tuesday
Morning, Inc., 808 F.3d 208, 214 (3d Cir. 2015) (“In determining whether a hired party is an
employee under the general common law of agency, we consider the hiring party’s right to
control the manner and means by which the product is accomplished.” (quoting Nationwide Mut.
Ins. Co. v. Darden, 503 U.S. 318, 323 (1992)). “‘[W]here control over the various elements of
employment is shared among multiple entities, the concepts of ‘joint employer’ and ‘single
employer’ help determine who actually employs’ the employees in question.” In re Welch, 2020
VT 72, ¶ 23, 213 Vt. 92 (quoting In re Election Petitions, 2016 VT 7, ¶¶ 26, 35, 201 Vt. 123).
Determining the employer of a particular employee is a fact-intensive inquiry that can only be
done on a case-by-case basis. In re Election Petitions, 2016 VT 7, ¶ 26.

While D&F focuses heavily on the Agreement, Armstrong’s claims for wages, double
damages, and an award of his attorney’s fees are asserted under Title 21 of the Vermont Statutes.
See Compl. ¶¶ 40, 41, 49, 50. “Wages” is defined as “all remuneration payable for services
rendered by an employee, including salary, commissions, and incentive pay.” 21 V.S.A.
§ 341(5). In addition, similar to Title VII, under Vermont law, “employer” is defined as “any

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The Agreement, which was attached to the Complaint, merges into the Complaint and is
properly considered in ruling on the motion to dismiss. Kaplan v. Morgan Stanley & Co., 2009
VT 78, ¶ 10 n.4, 186 Vt. 605 (mem.); see also United States v. EZ Lynk, SEZC, 149 F.4th 190,
198 (2d Cir. 2025) (“Documents explicitly referenced in a complaint are considered part of the
complaint and may also be considered for purposes of the motion to dismiss.” (citation omitted)).

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person that employs one or more individuals,” and “employee” as “an individual who has
entered into the employment of an employer, where the employer is unable to show that the
individual has been and will continue to be free from control or direction over the performance
of the services, both under the contract of service and in fact.” Id. §§ 341(2), 341(1)(A); see
Felder, 27 F.4th at 842-43 (discussing definitions of “employer” and “employee,” and
application of joint-employer doctrine under Title VII); Frederick v. Unilever U.S., Inc., No.
280-3-20 Cncv (Vt. Super. Ct. Sept. 7. 2022) (Hoar, J.) (discussing joint employer doctrine in
connection with FEPA claim).

Here, the Court concludes that Armstrong has alleged sufficient facts relating to D&F’s
supervision of and control over his employment, as detailed above, to state a claim that D&F was
his joint employer and therefore may be liable to him for any wages that remain unpaid under
Title 21, Subchapter 2. See, e.g., Fermin v. Las Delicias Peruanas Rest., Inc., 93 F. Supp. 3d 19,
37 (E.D.N.Y. 2015) (holding that joint employers are jointly and severally liable for plaintiff’s
unpaid wages under Fair Labor Standards Act and New York labor law); see also Felder, 27
F.4th at 845 (noting that, ‘[a]t the motion to dismiss stage, a plaintiff’s burden to answer this
question [relating to joint employment] is not great”). Accordingly, D&F’s motion to dismiss
Counts I and III is denied.

II. Breach of Contract (Count II).

Count II of Armstrong’s Complaint asserts a breach of contract claim against both Lane
Press and D&F. While there is no question that the Agreement was signed only by Armstrong
and Lane Press, Armstrong alleges, on information and belief, that D&F assumed a part
ownership or partnership relationship with Lane Press. Compl. ¶ 18. While D&F quarrels with
this factual assertion, if Armstrong can establish that D&F (or Dorman) was a partner of Lane
Press during the relevant period of time, D&F (or Dorman) may be liable for any breach of the
Agreement proven by Armstrong. See 11 V.S.A. § 3226(a) (“all partners are liable jointly and
severally for all obligations of the partnership”). Therefore, the motion to dismiss Count II must
be denied.

III. Wrongful Termination (Count IV).

In Count IV, Armstrong asserts he was wrongfully terminated by Lane Press and D&F in
violation of public policy. He contends he was terminated because he questioned D&F’s
financial management of Lane Press and raised concerns about what he considered to be
unethical business practices and D&F’s conflicts of interests. Compl. ¶ 80. The reason Lane
Press and D&F gave for his termination was that he “defied a direct instruction issued by Philip
Drumheller and Terry Dorman regarding a client account” and that he provided false information
when asked about the matter. Id. ¶ 78. Armstrong alleges that this stated basis for his
termination is false. Id. ¶ 79.

In Vermont, an at-will employee may be discharged at any time with or without cause,
“unless there is a clear and compelling public policy against the reason advanced for the
discharge.” Dulude v. Fletcher Allen Health Care, Inc., 174 Vt. 74, 82, 807 A.2d 390, 397
(2002) (quoting Jones v. Keogh, 137 Vt. 562, 564, 409 A.2d 581, 582 (1979)); see also LoPresti
v. Rutland Reg’l Health Servs., Inc., 2004 VT 105, ¶ 21, 177 Vt. 316 (“Our law specifically

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recognizes public policy limits on employer discretion in at-will situations.”). The public policy
exception to at-will employment contracts need not be legislatively defined. Payne v.
Rozendaal, 147 Vt. 488, 491, 520 A.2d 586, 588 (1986). Rather, public policy

may be said to be the community common sense and common conscience,
extended and applied throughout the state to matters of public morals, public
health, public safety, public welfare, and the like. . . . When a course of conduct is
cruel or shocking to the average [person’s] conception of justice, such course of
conduct must be held to be obviously contrary to public policy . . . .

Id. at 492, 520 A.2d at 588 (quotation omitted).

In Jones v. Keogh, the Vermont Supreme Court found that terminating an employee for
the following reasons may violate public policy: serving on a jury, filing a claim for workers’
compensation, and refusing to give perjured testimony. Jones, 137 Vt. at 564, 409 A.2d at 582.
In Payne, the Court found firing someone “solely on the basis of age contravenes a clear and
compelling public policy” even before Vermont enacted a law expressly forbidding age
discrimination. Payne, 147 Vt. at 491, 520 A.2d at 588. On the other hand, the Jones Court
affirmed the lower court’s Rule 12(b)(6) dismissal of an employee’s claim that firing her in
retaliation for asserting her rights to vacation and sick time was a violation of public policy.
Jones, 137 Vt. at 563, 409 A.2d at 582; see also Dulude, 174 Vt. at 81-82, 807 A.2d 390, 396-97
(affirming dismissal of employee’s claim that her termination violated public policy where
employee questioned employer’s practices regarding proper narcotic administration and refused
to comply with employer’s policy). Subsequently, the Supreme Court “held that employers were
entitled to judgment as a matter of law on claims alleging that the employer violated public
policy (1) by firing an employee for refusing to sign a potentially unenforceable noncompetition
agreement, and (2) by firing an employee for administering medication in a manner that the
employee thought was proper but that violated the employer’s policy.” Adams v. Green
Mountain R.R. Co., 2004 VT 75, ¶ 5, 177 Vt. 521 (citing Madden v. Omega Optical, Inc., 165
Vt. 306, 313-14, 683 A.2d 386, 391 (1996) and Dulude, 174 Vt. at 82, 807 A.2d at 397). Thus,
our Vermont Supreme Court has “been reluctant to reprimand employers for terminating
employees who exercised merely private rights.” Marcoux-Norton v. Kmart Corp., 907 F. Supp.
766, 771 (D. Vt. 1993).

The Court finds that Armstrong’s conduct is more akin to that alleged in Jones and
Dulude than the age discrimination claims in Payne. While Armstrong asserts that he was
discharged for raising concerns regarding what he believed to be “unethical business practices,”
he does not cite to any specific state law or professional ethical code that he was being forced to
violate. Cf. LoPresti, 2004 VT 105, ¶ 20 (plaintiff’s claim that he was fired for refusing “to
potentially violate state law and his professional ethical code” by referring patients to doctors
providing substandard care had sufficient “connection to the protection of health care
consumers” to implicate a public policy concern). Rather, Armstrong’s conflict with Lane Press
and D&F stemmed from his “professional disagreements” with his employer, rather than any
public policy consideration. Dulude, 174 Vt. at 82, 807 A.2d at 397 (holding that, as a matter of
law, plaintiff’s “professional disagreements are insufficient to support a public policy claim”);
see also Jones, 137 Vt. at 564, 409 A.2d at 582 (“While full employment and employer-
employee harmony are noble goals to which society aspires, they alone do not present the clear

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and compelling public policies upon which courts have been willing to rely in upholding an
action for discharge of an employee at will.”). Thus, Armstrong has failed to state a claim for
wrongful termination in violation of public policy, and D&F’s motion to dismiss Count IV is
granted.

IV. Tortious Interference with Contractual Relations (Count V).

In Count V, Armstrong claims D&F (or Dorman) tortiously interfered with his
employment relationship with Lane Press, causing Lane Press to terminate him in a manner that
violated the Agreement. Compl. ¶¶ 89-90. In his Opposition, Armstrong clarifies that this count
is asserted as an alternative theory to the wrongful termination and breach of contract claims in
the event that D&F is found not to be a joint employer or party to the Agreement. Opp. at 8. “A
party may . . . state as many separate claims or defenses as the party has regardless of
consistency and whether based on legal, or on equitable grounds, or on both.” V.R.C.P. 8(e)(2);
see Gallipo v. City of Rutland, 173 Vt. 223, 228-29, 789 A.2d 942, 947 (2001) (noting that
Vermont’s rules of civil procedure allow plaintiffs to assert inconsistent claims).

In Vermont, “one who intentionally intrudes to disrupt an existing contract relation may
be liable in tort.” Kneebinding, Inc. v. Howell, 2018 VT 101, ¶ 93, 208 Vt. 578 (quotation
omitted). The tort is more fully explained as follows:

One who intentionally and improperly interferes with the performance of a
contract (except a contract to marry) between another and a third person by
inducing or otherwise causing the third person not to perform the contract, is
subject to liability to the other for the pecuniary loss resulting to the other from
the failure of the third person to perform the contract.

Id. (quotation omitted). To state a claim, a plaintiff must plead the following:

(1) the existence of a valid business relationship or expectancy; (2) knowledge by
the interferer of the relationship or expectancy; (3) an intentional act of
interference on the part of the interferer; (4) damage to the party whose
relationship or expectancy was disrupted; and (5) proof that the interference
caused the harm sustained.

Skaskiw v. Vt. Agency of Agric., 2014 VT 133, ¶ 24, 198 Vt. 187 (quotation omitted). To be
found liable, “the defendant must have intentionally and improperly induced or caused [another]
not to perform under its contract with the plaintiff,” who “must have suffered harm from the
interference.” Kneebinding, 2018 VT 101, ¶ 93 (quotation and citation omitted).

Here, Armstrong’s Complaint adequately states a claim for tortious interference by
D&F/Dorman. He pleads the existence of an employment agreement, knowledge by D&F of the
employment relationship, D&F’s resistance to answering his questions about D&F’s/Lane
Press’s alleged financial improprieties and unethical business practices, and D&F’s directing its
staff to get involved with and monitor everything his recently hired controller did. Compl.
¶¶ 26-28, 80-82. He further alleges D&F/Dorman caused him to be fired without following the
termination procedures detailed in the Agreement immediately after he questioned D&F’s

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decision to invoice a customer without shipping the time-sensitive order out until payment was
received. Id. ¶¶ 35-38. While Armstrong asserts that the stated reason for his termination
(insubordination) was pretextual, discharge on the proffered grounds supports his argument that
D&F interfered with his employment with Lane Press by causing him to be terminated after he
challenged D&F’s business decision.

D&F argues there is no claim for tortious interference with contract because Armstrong
describes D&F as an agent of Lane Press rather than as a third party, and under Skaskiw, an
employer’s agent cannot be liable for this type of tort. Mot. to Dismiss at 4-5. Skaskiw involved
a claim of tortious interference against individuals who were employed by the Department of
Children and Families, and the plaintiff asserted that the employees interfered with her economic
relationship with the department. Skaskiw, 2014 VT 133, ¶ 23, 198 Vt 187. In dismissing the
claim, the Court explained that an agent acting within the scope of their authority cannot be
liable for interfering with a plaintiff’s economic relationship with the agent’s principal. Id.
¶¶ 24-25. This is because there must be “three distinct parties – a plaintiff, a defendant, and a
third party with whom the plaintiff wishes to deal.” Id. ¶ 24 (citing Stone v. Town of Irasburg,
2014 VT 43, ¶ 66, 196 Vt. 356; Restatement (Second) of Torts § 766 (1979)).

Leaving aside Armstrong’s joint employer theory, Armstrong asserts that D&F had an
agreement in place to help Lane Press with its financial difficulties. Compl. ¶ 6. Under this
theory, D&F could be found to be an independent contractor or other entity separate and
independent from Lane Press. The Agreement’s requirement that Armstrong report directly to
D&F as well as to Lane Press’s CEO does not affect D&F’s alleged status as an independent
actor and third party, rather than an agent of Lane Press. Again, while D&F suggests the facts
are otherwise, this must await development in discovery and determination at a later stage of the
case. D&F’s motion to dismiss Count V is denied.

V. Civil Conspiracy (Count VI).

Next, Armstrong asserts that Defendants engaged in a civil conspiracy “to unlawfully
terminate Plaintiff’s employment and withhold wages from him” by alleging that he had engaged
in conduct that was harmful to Lane Press and that they had “a meeting of the minds to do so.”
Compl. ¶¶ 93-94. Employers have a statutory duty to pay wages within a particular time frame,
and failure to do so may result in fines, double damages, and an award of attorneys’ fees. 21
V.S.A. §§ 342, 345, 347.

In 2003 a three-justice panel of our Supreme Court questioned whether an independent
cause of action for the tort of civil conspiracy still exists. See Davis v. Vile, No. 2002-465, 2003
WL 25746021, at *3 (Vt. Mar. 2003) (unpub. mem.) (“[a]ssuming that there continues to be an
independent cause of action for the tort of civil conspiracy,” and citing cases from other states
holding that civil conspiracy is not actionable in and of itself). Twenty years later, a different
three-justice panel again raised the question, noting that to “make out a claim for conspiracy, a
plaintiff must allege the existence of ‘a combination of two or more persons to effect an illegal
purpose, either by legal or illegal means, or to effect a legal purpose by illegal means.’”
Manheimer v. Our Court Tennis Club, No. 23-AP-092, 2023 WL 5341142, at *5 (Vt. Aug. 2023)
(unpub. mem.) (quoting Boutwell v. Marr, 71 Vt. 1, 6, 42 A. 607, 609 (1899)); see also
Montgomery v. Devoid, 2006 VT 127, ¶ 10, 181 Vt. 154 (lower court considered but ultimately

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rejected plaintiff’s civil conspiracy claim because defendants’ alleged decision to act in concert
did not occur until after unlawful conversion took place). Further, the Manheimer panel clarified
that “[i]n a civil action, even if there is an illegal purpose, there can be no recovery unless illegal
means were employed.” Manheinmer, 2023 WL 5341142, at *5 (quotation omitted); accord
Davis, 2003 WL 25746021, at *3 (affirming dismissal of civil conspiracy claim where plaintiff
“failed to allege facts that satisfy the ‘illegal means’ element”).

In support of this claim, Armstrong asserts that Defendants collaborated to terminate his
employment unlawfully and withhold his wages. Compl. ¶ 93. Specifically, he alleges
Defendants jointly charged him with causing reputational harm to Lane Press and that they did
this to avoid providing him with written notice and an opportunity to cure before terminating his
employment. He also alleges that Defendants communicated with each other and agreed not to
pay him any bonus or for his unused PTO, which was a knowing violation of the Agreement. Id.
¶¶ 94-98.

Neither party has cited any Vermont cases in which a plaintiff has prevailed on a civil
conspiracy claim, and the Court is aware of none. However, violating Vermont’s labor laws is
illegal, and if Armstrong establishes that Defendants conspired to terminate his employment and
committed such a violation or other “illegal means” in doing so, he may be able to prevail on this
claim. Accordingly, the Court must deny D&F’s motion to dismiss the claim at this early stage
of the litigation. See Montague, 2019 VT 16, ¶ 11 (“We are particularly wary of dismissing
novel claims because the legal theory of a case should be explored in the light of facts as
developed by the evidence, and, generally, not dismissed before trial because of the mere novelty
of the allegations.” (quotation omitted)).

VI. Aider and Abettor Liability (Count VII).

Armstrong asserts his claim for aider and abettor liability only against Dorman “as an
alternative theory of liability if he is not held to be a joint employer.” Opp. at 13. If Dorman is
not held directly liable for terminating Armstrong’s employment and failing to pay him the
wages which he is allegedly owed, Armstrong relies on this theory of liability to hold Dorman
accountable for aiding and abetting Lane Press/Drumheller’s wrongs committed against him.

According to the Restatement (Third) of Torts,

A defendant is subject to liability for aiding and abetting a tort upon proof of the
following elements:

(a) a tort was committed against the plaintiff by another party;
(b) the defendant knew that the other party’s conduct was wrongful;
(c) the defendant knowingly and substantially assisted in the commission or
concealment of the tort; and
(d) the plaintiff suffered economic loss as a result.

Restatement (Third) of Torts: Liab. For Econ. Harm § 28 (2020). Vermont has recognized
aiding and abetting liability in the civil context. As the Supreme Court observed: “[W]e have
held that ‘[a]ll who aid in the commission of a tort by another, or who approve of it after it is

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done, if done for their benefit, are liable in the same manner as they would be if they had done it
with their own hands.’” Montgomery, 2006 VT 127, ¶ 22 (emphasis omitted) (quoting Dansro v.
Scribner, 108 Vt. 408, 411, 187 A. 803, 804 (1936)); see also Ahmad v. N.Y. City Health &
Hosps. Corp., No. 20 Civ. 675 (PAE), 2021 WL 1225875, at *15 (S.D.N.Y. Mar. 31, 2021)
(“[W]here an employer is found liable for discrimination, an individual can be held liable for
aiding and abetting allegedly unlawful discrimination by the employer, even where the
individual’s actions serve as the predicate for the employer’s liability.”).

Dorman argues that the only tort he is alleged to have aided and abetted is Armstrong’s
claim for wrongful termination because the other substantive causes of action include breach of
contract and statutory violations. Mot. to Dismiss at 6-7. The Court agrees. Armstrong provides
no authority for extending aider and abettor liability to statutory violations or breach of contract
actions. Accordingly, given the Court’s conclusion that Armstrong has failed to state a claim for
the tort of wrongful termination in violation of public policy, the motion to dismiss Count VII is
granted.

Order

For the foregoing reasons, Defendant D&F’s Motion to Dismiss (Mot. #3) is DENIED as
to Counts I-III, V, and VI and GRANTED as to Counts IV and VII.

Defendant D&F shall file an Answer within 14 days and the parties shall file a proposed
discovery schedule within 14 days thereafter.

Electronically signed on December 24, 2025 at 1:49 PM pursuant to V.R.E.F. 9(d).

________________________________
Megan J. Shafritz
Superior Court Judge

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