polli constr v williams

Termont 	Superior 	Court
Filed 	10/05/26
Chittenden Unit
VERMONT 	SUPERIOR 	COURT
Chittenden 	Unit
175 	Main 	Street
Burlington 	VT 	05402
802-863-3467
CIVIL 	DIVISION
Case 	No. 26-CV-3711
.vermontjudiciary.org
Polli 	Construction,
Plaintiff-Appellant 	On 	appeal 	from 	26-SC-00532
V. 	OPINION 	AND 	ORDER
Wesley 	Williams,
Defendant-Appellee
DECISION 	ON 	APPEAL
Plaintiff Polli 	Construction 	("Polli") 	appeals 	the 	small 	claims 	court's 	judgment 	against it
and 	in 	favor 	of Defendant 	Wesley 	Williams 	on 	its 	claim 	for 	an 	unpaid 	invoice 	for 	construction
work 	performed 	in 	the 	fall 	of 2023. 	The 	small 	claims 	court 	held 	that 	Polli 	could 	not 	recover
because 	it 	did 	not 	comply 	with 	certain 	requirements 	under 	Vermont 	law 	for 	residential
construction 	contracts 	estimated 	to 	exceed 	$10,000. 	Polli 	is 	self-represented 	through 	Steven
Polli 	and 	Williams 	represented 	himself. 	The 	Court 	has 	listened 	to 	the 	recording 	of the 	small
claims 	hearing 	and 	reviewed 	the 	record 	of this 	case. 	For 	the 	reasons 	discussed 	below, 	the
judgment 	of the 	small 	claims 	court 	is 	REVERSED.
Background
Based 	on 	the 	parties' testimony 	and 	admitted 	exhibits, 	the 	small 	claims 	court 	made 	the
following 	findings 	of 	fact 	by 	a 	preponderance 	of the 	evidence 	on the 	record 	at 	the 	hearing 	below.
The 	parties 	entered 	into 	a 	"time 	and 	materials" 	contract 	through 	e-mails 	in 	August 	2023 	for 	Polli
to 	engage 	in 	construction 	work 	on 	an 	emergency 	basis 	at 	Williams' 	residence 	due 	to 	a 	leaky
bathtub 	and 	the 	need 	for 	subfloor 	repairs. 	Exs. 	1 	& 	A. 	Williams 	agreed 	to 	Polli's 	emergency
work 	rate 	and 	was 	told 	by 	Polli's 	estimator 	that 	the 	total 	cost 	would 	be 	"in 	the 	neighborhood 	of
$10,000." 	In 	a 	separate 	email, 	a 	Polli 	employee 	informed 	Williams 	that 	Polli 	"works 	on 	a 	time
and 	materials 	basis 	and 	do[es] 	not 	give 	estimates 	for 	the 	work." 	Ex. 	A. 	However, 	based 	on the
scope 	of 	work 	stated 	by 	Polli 	in 	the 	parties' 	email 	exchange, 	the 	estimated 	price 	for 	the 	contract
exceeded 	$10,000 	at 	the 	high 	end 	of the 	range. 	An 	invoice 	issued 	by 	Polli 	that 	was 	admitted 	into
evidence shows 	that 	Polli 	began 	working 	on 	the 	project 	in 	August 	2023 	and 	completed 	the job 	in
October, 	at 	a 	total 	cost 	of 	$19,985.79. 	After 	deducting 	Williams' 	payments, 	the 	remaining
balance 	that 	Polli 	sought 	to 	recover 	was 	$7,985.79. 	Ex. 	2.
During 	the 	hearing, 	Williams 	stated 	that 	he 	did 	not 	dispute 	that 	Polli 	performed 	the 	work
represented 	in 	the 	outstanding 	invoice, 	and 	he 	did 	not 	challenge 	any 	specific 	amount 	that 	was
charged. 	Rather, 	his 	objection 	to 	making 	further 	payment 	under 	the 	contract 	was 	based 	on 	26
V.S.A. 	§ 	5509, 	which 	provides 	requirements 	for 	contracts 	performed 	by 	residential 	contractors

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registered with the Office of Professional Regulation. The small claims court held that the
parties’ contract was not enforceable because it failed to comply with § 5509(b)(2)(B), which
addresses estimated start and completion dates, and § 5509(b)(2)(D), which addresses change
order provisions. Therefore, the trial court held no further payment was due and entered
judgment in favor of Defendant Williams.
On appeal, Polli argues that the small claims court misapplied the statute because the
contract was “for emergency work” and the cost was not estimated to exceed $10,000 when the
contract was made. Thus, according to Polli, there was no violation of the residential contractor
regulations.
Discussion
An appeal from a small claims judgment is heard and decided “based on the record made
in the small claims court.” 12 V.S.A. § 5538. The “appeal is limited to questions of law.”
V.R.S.C.P. 10(d). If the small claims court has “correctly applied the law,” the Superior Court
will “affirm [its] conclusions if they are reasonably supported by the findings.” Maciejko v.
Lunenberg Fire Dist. No. 2, 171 Vt. 542, 543, 758 A.2d 811, 813 (2000) (mem.). However, if
“the trial court misapplied the law,” the appellate court must “correct that misapplication on
review.” Graham v. Town of Duxbury, 173 Vt. 498, 499, 787 A.2d 1229, 1232 (2001) (citation
omitted); see also Maciejko, 171 Vt. at 543, 758 A.2d at 813 (the court’s review of the small
claims court’s legal conclusions is “non-deferential and plenary” (quotation omitted)).
Residential contractors are regulated and overseen by the Office of Professional
Regulation (“OPR”), which lies within the Office of the Secretary of State. 3 V.S.A. § 122(51).
The OPR oversees 54 different professions and boards, and it is in charge of processing
applications, issuing licenses, collecting fees, and investigating alleged violations. See id. &
§ 123 (describing duties of Office). To be eligible for registration as a residential contractor, an
applicant must satisfy certain prerequisites, as determined by the Director of the OPR. 26 V.S.A.
§§ 5508, 5509(a). Once registered, a residential contractor must comply with the requirements
set forth in 26 V.S.A. § 5509.
The purpose of the residential contractor regulations is to protect the public. Id.
§ 3101(a) (providing that, pursuant to state policy, regulations are “imposed upon a profession or
occupation solely for the purpose of protecting the public”). Thus, the Director of the OPR is
charged with informing the public about complaint procedures, and only the Director may “issue,
revoke, suspend, condition, and reinstate registrations and certifications as ordered by an
administrative law officer.” Id. § 5505(a)(1), (3). In addition, the OPR “may discipline a
registrant or certificant for unprofessional conduct,” including the “failure to enter into a written
contract when required by this chapter.” Id. § 5510.
However, nothing in the statute affords a homeowner a private right to enforce the
regulations or allows a contracting party to avoid the obligations of an otherwise valid contract
based on the failure to comply with one or more of the regulations. See id. (addressing remedies
for violations of regulations under the chapter); see also Wool v. Office of Prof’l Regulation,
2020 VT 44, ¶¶ 23-24, 212 Vt. 305 (although plaintiff filed a disciplinary complaint against

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psychologist, he was not a party to the OPR’s disciplinary investigation and thus had no right of
access to the records of such proceedings). This is especially the case where the regulations at
issue are unrelated to any dispute between the parties and no prejudice has been demonstrated.
As the Vermont Supreme Court has made clear, failure to comply with professional regulations
will not void a contract unless “the violation somehow taints the agreement or makes its
enforcement unfair”; in other words, “there must be a nexus between the asserted violation of the
rules and the dispute between the parties, and there must be prejudice from the violation as well.”
Lang McLaughry Spera Real Estate, LLC v. Hinsdale, 2011 VT 29, ¶¶ 22-23, 190 Vt. 1
(quotation omitted); see also My Sister’s Place v. City of Burlington, 139 Vt. 602, 613-14, 433
A.2d 275, 282 (1981) (rejecting defendant’s argument that plaintiff could not recover amounts
paid under “labor contract with an unlicensed electrician,” noting that “defendant was not a party
to the challenged contract, and a collateral illegality should not serve as a bar to a valid claim”);
Stewart v. Vt. Constr. Co., No. 24-CV-04268, 2026 WL 2161040, at *6 n.6 (Vt. Super. Ct. July
13, 2026) (Shafritz, J.) (homeowners could not assert unrelated and immaterial violations of
residential contractor regulations as basis to void an otherwise valid and enforceable contract).
Here, the only issue Williams raised regarding the contract was that he “could not verify”
the number of hours worked, and that the final bill was far greater than the estimate he was
given. He did not argue that the project did not start or end on time or that the scope of work was
improperly changed or expanded. Moreover, Williams did not offer evidence of any prejudice
resulting from the claimed violations, nor can the Court discern any. Accordingly, the Court
concludes that the small claims court erred in invalidating the parties’ contract based on the
provisions of 26 V.S.A. § 5509.1 Based on the evidence presented, Polli is entitled to recover the
undisputed remaining balance owed under the parties’ contract of $7,985.79.
Order
For the foregoing reasons, the judgment of the small claims court is REVERSED. This
matter is remanded to the small claims court for entry of judgment in favor of Plaintiff in the
amount of $7,985.79, plus any filing fee and service costs, consistent with this opinion.
Electronically signed on October 5, 2026 at 12:01 PM pursuant to V.R.E.F. 9(d).
________________________________
Megan J. Shafritz
Superior Court Judge
1 The small claims court indicated that it relied on § 181 of the Restatement (Second) of
Contracts. However, based on the Court’s analysis and the Vermont law cited above, the Court
concludes that the trial court incorrectly determined that “the interest in the enforcement of the
promise is clearly outweighed by the public policy behind” the relevant requirements of 26
V.S.A. § 5509. See Restatement (Second) of Contracts § 181 (Oct. 2024 update).