Douglas v. Middlebury College

7ermont Superior Court
Filed 11/21/24
Addison Unit

VERMONT SUPERIOR COURT CIVIL DIVISION
Addison Unit Case No. 23-CV-01214
7 Mahady Court

Middlebury VT 05753
802-388-7741
www.vermontjudiciary.org

Hon. James H. Douglas, Special Administrator of the Estate ofJohn Abner Mead v. The President and
Fellows of Middlebury College

Ruling on Governor Douglas's Motion to Amend and Motion for Interlocutory Review

In this case, Governor Douglas, as executor of the Estate of Governor Mead, has
challenged Middlebury College's decision to remove of the Mead name from the Mead
Memorial Chapel, the construction of which was funded largely by Governor Mead in
1914. Governor Douglas originally asserted claims of breach of contract, breach of the
covenant of good faith and fair dealing, breach of a condition-subsequent to a gift, and
unjust enrichment.

In its October 3, 2024, decision, the court did not resolve whether the transaction
between Governor Mead and Middlebury sounded in contract or gift law. However, it did
conclude that if the transaction was a gift, then any naming condition to that gift is not
enforceable in this case. It further concluded that if the transaction was a contract, any
term as to duration of the name has been satisfied as a matter of law by the
extraordinary passage of time. The court further rejected the unjust enrichment claim.
The good faith and fair dealing claim survived the motion. The parties had not
addressed that claim in substance, and the court did not analyze it.

Following the October 3 decision, Governor Douglas filed a motion to amend the
complaint to add two claims promissory estoppel and equitable estoppel and to
withdraw the conditional gift and unjust enrichment claims with prejudice. He also filed
a motion seeking permissive interlocutory review of the court's contingent ruling that
any reasonable durational naming condition to a contract, if there was a contract, has
been satisfied. Middlebury assents to the withdrawal of the conditional gift and unjust
enrichment claims and otherwise opposes both motions.

The Motion to Amend

Rule 15(a) provides that leave to amend a complaint shall be freely given by the
court "when justice so requires." This provision is liberally construed in favor of allowing
parties to amend their pleadings. Lillicrap v. Martin, 156 Vt. 165, 170 (1991). "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 (8) to enable a
Order Page 1 of 3
23-CV-01214 Hon. James H. Douglas, Special Administrator of the Estate of John Abner Mead v. The President and Fellows
of Middlebury College
party to assert matters that were overlooked or unknown to him at an earlier stage in
the proceedings.” Colby v. Umbrella, Inc., 2008 VT 20, ¶ 4, 184 Vt. 1 (citation omitted).
Middlebury argues, substantially, that Governor Douglas has waited far too long to add
these claims to the case, and they are meritless regardless.

The record is clear that Middlebury has been aware of Governor Douglas’s
probable intention to add a promissory estoppel claim for months. The claim is based on
records that Middlebury already has produced in discovery, it will not require any time-
consuming new round of discovery, it is not obviously frivolous, it does not appear to be
interposed for purposes of delay, and there is no palpable showing that it will cause any.
Most importantly, Middlebury has not established that there is any unfair prejudice in
allowing the promissory estoppel claim.

The proposed equitable estoppel claim is a closer call. It is not clear to the court
that it, in substance, is any different from the promissory estoppel claim. Equitable
estoppel typically is predicated on a representation of past or existing fact. Promissory
estoppel, by contrast, is predicated on a representation as to future intention that is
treated as a promise. See 4 Williston on Contracts §§ 8:3–8:4 (4th ed.) (discussing the
difference between equitable and promissory estoppel). In classic equitable estoppel
terms, the proposed amendment is unclear as to what Governor Douglas is trying to
estop. However, this matter will be more reliably resolved with further motion practice
or at trial rather than by rejecting the claim outright with minimal amendment briefing.

Governor Douglas’s motion to amend therefore is granted.

The Motion for Interlocutory Review

Appellate Rule 5(b)(1) allows the court to permit an immediate appeal of an
interlocutory order if the court concludes that the order: (1) involves a controlling
question of law (2) about which there exists substantial ground for difference of opinion,
and (3) an immediate appeal may materially advance the termination of the litigation.
V.R.A.P. 5(b)(1). “The three factors should be viewed together as the statutory language
equivalent of a direction to consider the probable gains and losses of immediate appeal.”
16 Wright & Miller et al., Fed. Prac. & Proc. Juris. § 3930 (3d ed.). In making that
assessment, the court recognizes that permissive interlocutory review is a very limited
exception to the “well-established policy of avoiding piecemeal appeals.” Castle v.
Sherburne Corp., 141 Vt. 157, 162 (1982).

The court sees no wisdom in an immediate appeal to test the contingent ruling
that if the transaction was a gift that any durational term has been satisfied as a matter
of law by the passage of time. That ruling is contingent on a jury first determining that
the transaction in fact was a contract. It will be moot, and any immediate appeal a waste
of time and resources, if the jury does not so find. Moreover, if the Supreme Court were
to reverse, it would simply add an issue for the jury to determine—whether the passage
of time has satisfied any reasonable durational term, if there is a contract. This is not
Order Page 2 of 3
23-CV-01214 Hon. James H. Douglas, Special Administrator of the Estate of John Abner Mead v. The President and Fellows
of Middlebury College
the sort of unusual case in which interlocutory review makes sense. The parties can
make their determinations as to any appeals once the case arrives at a final judgment.

Order

For the foregoing reasons: (1) Governor Douglas’s motion to amend is granted.
The withdrawn claims of breach of a conditional gift and unjust enrichment will be
treated as having been dismissed with prejudice. (2) Governor Douglas’s motion seeking
leave for interlocutory review is denied.

SO ORDERED this 19th day of November, 2024.

_____________________
Robert A. Mello
Superior Judge

Order Page 3 of 3
23-CV-01214 Hon. James H. Douglas, Special Administrator of the Estate of John Abner Mead v. The President and Fellows
of Middlebury College