Nash v. Sheehan

Termont Superio1 Court
Filed 03/0 /25
Rutland

VERMONT SUPERIOR COURT Ky CIVIL DIVISION
Rutland Unit Case No. 24-CV-02479
83 Center St
Rutland VT 05701
802-775-4394
www.vermontjudiciary.org

Trisha Nash v. Kristen Sheehan et al

FINDINGS AND ORDER

This is an action brought by Plaintiff Trisha Nash against Defendants Kristen Sheehan and
Sheehan Health Care, PLLC, and Christopher Clogston over a business venture that turned acrimonious.
Plaintiff has alleged six causes of action: 1) Conversion as to Kristen Sheehan; 2) Fraud as to Kristen
Sheehan; 3) Unjust Enrichment as to Kristen Sheehan; 4) Conversion and Unjust Enrichment as to
Sheehan Health Care, PLLC; 5) Respondeat Superior as to Sheehan Health Care, PLLC; and 6) Unjust
Enrichment as to Christopher Clogston. Plaintiff is represented by Attorney Matthew Branchaud and
Defendants are represented by Attorney Matthew Hart. The court held a bench trial on December 17,
2024.! The claim against Christopher Clogston was dismissed by Plaintiff without objection at the start of
the bench trial.

At the close of the bench trial, the court gave Plaintiff until January 15, 2025, to inform the court
whether she wished to present any additional evidence. In addition, Plaintiff was instructed to inform the
court whether she was seeking a monetary judgment, equitable relief, or both. On January 16, 2025,
Plaintiff moved to admit Defendants' bank records as Exhibit 6. The court granted Plaintiffs motion on
February 3, 2025, as no objection was filed by Defendants. In her motion, Plaintiff indicated she was not
seeking specific performance or business liquidation and was only seeking a monetary judgment.

Findings of Fact
The court makes the following findings of fact by a preponderance of the evidence. Trisha Nash is
a licensed Registered Nurse with a bachelor's degree in nursing. Kristen Sheehan is an Advanced Practice

Registered Nurse and Nurse Practitioner with a master's degree. Ms. Nash met Ms. Sheehan over a
decade ago when both parties worked at the local hospital. In the late summer, early fall of 2023, Ms.
Nash and Ms. Sheehan started discussing opening a new business called Reach Health Care. The purpose
of the business was to provide primary healthcare services to the public.
Ms. Sheehan had been planning on starting her own business for the prior five years, but had been
unable to obtain funding due to her poor credit. Ms. Sheehan prepared a business plan, which was
admitted into evidence as Exhibit 4. The plan called for Ms. Nash and Ms. Sheehan to be managing
owners of the business. Ex. 4, p. 4. On December 18, 2023, the business was assigned an Employer
Identification Number from the Internal Revenue Service. Ex. 4, p. 7.

'
The parties agreed the court could also consider the testimony taken at the July 25, 2024, motion hearing in determining the
merits of the case.
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24-CV-02479 Trisha Nash v. Kristen Sheehan et al
On December 15, 2023, Sheehan Health Care, PLLC was registered with the Vermont Secretary of
State. Ex. 1. The Secretary of State issued a Certificate of Amendment on January 9, 2024. Ms. Nash and
Ms. Sheehan were identified as managers on the paperwork. Id. The parties went together to Heritage
Federal Credit Union to submit the required paperwork to the Secretary and it was Ms. Sheehan who
logged into the Secretary of State’s website to do the submission.
Ms. Nash took out $30,000 in unsecured loans to finance the start of the business. The parties
spent approximately $15,000 of this on equipment such as computers, exam tables, chairs, and oximeters.
In addition, some of this money was used to pay bills, such as rent, electronic medical records, and a
billing company. Ms. Sheehan also invested some money into the business. The business expected to
recoup spent money through insurance reimbursements, primarily through Medicaid and Medicare. Ms.
Nash testified that she believed she was a 50/50 owner of the business. Ms. Sheehan testified she was the
sole owner of the business and Ms. Nash was simply an investor.
Ms. Sheehan obtained a lease to use premises located at 198 N. Main Street, Rutland, Vermont to
operate the business under the name Reach Community Accessible Health Care. The lease is in her name
personally. The business started seeing patients on or about January 15, 2024. Both Ms. Nash and Ms.
Sheehan saw patients. When Ms. Nash was not seeing patients, she did clerical work in the office. Ms.
Nash did not receive a salary for her work. Ms. Sheehan testified she didn’t really know what to consider
Ms. Nash, but didn’t consider her a co-owner. In addition to working at the business, Ms. Sheehan also
worked at her prior employment, Forensic Consultation, until April 15, 2024.
In February of 2024, Ms. Sheehan used funds from the business account at Heritage Family Credit
Union to buy Sweeney Todd theater tickets and rented an Airbnb for her son. Ex. 3. Ms. Sheehan
deposited $1,200 into the account the day after purchasing the theater tickets, but prior to renting the
Airbnb. In addition, Ms. Sheehan used approximately $4,000 for car repairs to her truck. This amount is
not documented in Exhibit 3 and occurred prior to January 2024. Ms. Sheehan transferred $5,000 from a
different account to cover this cost. The parties used Quickbooks to manage their finances as shown in
Exhibit D. The testimony from Ms. Nash, however, was that not all expenses were inputted into
Quickbooks.
After Ms. Nash learned about Ms. Sheehan’s use of the business account for personal expense,
friction arose between the parties. Anytime the parties attempted to discuss money, the conversations
ended prematurely and without resolution. Friction further escalated as Ms. Sheehan identified issues with
Ms. Nash seeing patients without her being in the office. Antagonistic communications between Ms. Nash
and the billing company further strained the parties’ relationship. At one point Ms. Sheehan received
notice from the power company that their electricity would be shut off for nonpayment after Ms. Nash
assured her she was going to pay the bill. Ms. Nash also withdrew money from the business account on
February 1, 2024, and February 5, 2024, however the testimony is unclear what those withdrawals were
used for. There was also friction regarding the business’ Medicare application being rejected on March 26,
2024. Ms. Sheehan blames Ms. Nash for that rejection for failing to follow through with an email request
made in February. As a result of this rejection, the business will not be reimbursed by Medicare for
patients seen prior to May 2024.
At the end of March 2024, Ms. Nash took a vacation to South Carolina. Ms. Nash discovered
another charge to Airbnb on March 28, 2024, and assumed Ms. Sheehan’s son was using the company
debit card without permission. While Ms. Nash was on vacation, the relationship broke entirely. Ms.
Sheehan removed Ms. Nash’s access to the electronic medical records and the company email. On April 1,
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2024, Ms. Sheehan filed an amendment to the Secretary of State removing Ms. Nash as a
manager/member from the business. She did so without the consent or knowledge of Ms. Nash. On
April 2, 2024, Ms. Nash sent Ms. Sheehan a Facebook message indicating she did not intend to return to
the business. In May of 2024, Ms. Sheehan closed out the business account with Heritage Family Credit
Union and started using an account at Citizens Bank for the business. See Ex. 6. Ms. Nash did not have
access to the Citizens Bank account. Ms. Nash did not return to the business premises after she returned
from vacation.
The court held a hearing on July 25, 2025, on Plaintiff’s motion for a writ of attachment. At the
time of the hearing, Ms. Sheehan testified the business had sustained a $14,000 loss and was operating in
the red. The loss profit report indicated the business had a $24,000 loss between January 1, 2024, and
April 3, 2024. Ex. F. After hearing testimony on July 25, 2025, the parties reached an agreement and the
court issued a written entry order. The order required Ms. Sheehan to pay Ms. Nash $650 per month
starting August 1, 2024. Ms. Sheehan has not made any of these payments. Ms. Sheehan testified the
business was hemorrhaging money and was only staying afloat due to her second job and her husband’s
employment. As of the bench trial on December 17, 2024, the business had sustained a $89,507.84 loss.
Ex. G.
Ms. Nash testified that primary care is lucrative and believes business expected to bill out between
$300,000 and $500,000 yearly over a period of five years. This was based upon her conversations with Ms.
Sheehan that she had been billing out over $300,000 at Forensics Consultants. Ms. Nash did not have any
personal knowledge of the business’ current financial situation.
Ms. Nash is seeking $30,000 for her initial investment in the business. Ms. Sheehan does not
dispute she owes Ms. Nash $30,000. Ms. Nash is seeking $10,000 to account for one half of the business
assets. Finally, Ms. Nash is seeking $100,000 in lost profits.
Decision on Merits of the Case
Plaintiff has alleged five separate causes of action: three as to Ms. Sheehan and two as to the
business. The causes alleged against the business are for conversion and unjust enrichment in Count IV
and respondeat superior in Count V. “Under the settled doctrine of respondeat superior, an employer or
master is held vicariously liable for the tortious acts of an employee or servant committed during, or
incidental to, the scope of employment.” Brueckner v. Norwich Univ., 169 Vt. 118, 122–23 (1999). The
doctrine of respondeat superior is not so much a separate cause of action, but a theory of liability. In this
case, Ms. Nash has not alleged actions by any other person in the business other than Ms. Sheehan. Thus
any liability by the business would rest solely on the actions of Ms. Sheehan. For this reason, the court will
simply analyze the claims of conversion, fraud, and unjust enrichment as to both Ms. Sheehan and the
business as opposed to doing a separate analysis for each Defendant.
I. Conversion
“To establish a claim for conversion, the owner of property must show only that another has
appropriated the property to that party’s own use and beneficial enjoyment, has exercised dominion over it
in exclusion and defiance of the owner’s right, or has withheld possession from the owner under a claim of
title inconsistent with the owner’s title.” IP.F. Jurgs & Co. v. O’Brien, 160 Vt. 294, 299 (citing Economou v.
Carpenter, 124 Vt. 451, 453-4 (1965)). Here, Plaintiff alleges the Defendants converted the business’ bank
funds, income, and business value without the right to do so. Before the court can decide whether

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conversion occurred, the court must first decide whether Ms. Sheehan was a co-owner of Sheehan Health
Care, PLLC.
An owner is defined as “[s]omeone who has the right to possess, use, and convey something; a
person in whom one or more interests are vested.” OWNER, Black’s Law Dictionary (12th ed. 2024).
Ms. Nash was clearly a co-owner of Sheehan Health Care, PLLC. The business plan prepared by Ms.
Sheehan expressly identified Ms. Nash to be a managing owner of the business. Ex. 4, p. 4. Ms. Nash did
not take a salary, even though she worked at the business. These are hallmarks of an owner, not an
employee. Ms. Sheehan could not define what Ms. Nash’s relationship was to the business other than
assert she was not a co-owner. The court does not find this testimony credible.

In further support of this conclusion, her name was submitted by Ms. Sheehan to the Secretary of
State in January 2024 as a manager for an LLC that was member-managed. Ex. 1. A member-managed
LLC is a company that is managed by its members. 11 V.S.A. § 4001(19). A member is defined as “a
person that has become a member of a limited liability company under section 4051 of this title and has
not dissociated under section 4081 of this title.” 11 V.S.A. § 4001(18). Ms. Nash became a member when
Ms. Sheehan consented to making her a manager of a member-managed LLC in January 2024. 11 V.S.A.
§ 4051.

The manner in which a member may dissociate from an LLC is governed by 11 V.S.A. § 4081.
The parties did not submit the operating agreement for the LLC, thus the only legally authorized removal
of Ms. Nash from the LLC had to comply with Section 4081. One authorized manner is when the LLC
receives “notice of the member’s express will to withdraw upon the date of notice or, if a later withdrawal
date is specified by the member, on the later date.” 11 V.S.A. § 4081(1). Ms. Sheehan, the only other
member of the LLC, received express notice from Ms. Nash on April 2, 2024, through Facebook that she
did not intend to return to the business. This would have been sufficient for Ms. Sheehan to remove Ms.
Nash from the LLC. However, this occurred after Ms. Sheehan had removed Ms. Nash from the LLC on
April 1, 2024. On the date Ms. Sheehan removed Ms. Nash from the LLC, she was not authorized to do
so under law. The fact Ms. Nash made a statement the following day that would have authorized
dissociation does not cure the error. Ms. Sheehan wrongfully dissociated Ms. Nash from the LLC when
she filed paperwork with the Secretary of State on April 1, 2024.

As noted by the Vermont Supreme Court, “[t]he key element of conversion . . . is the wrongful
exercise of dominion over property of another.” P.F. Jurgs & Co., 160 Vt. at 299. Plaintiff has met her
burden here. Ms. Sheehan wrongfully exercised dominion over Ms. Nash’s ownership interest in the
PLLC when she unlawfully dissociated Ms. Nash from the business. This was compounded by Ms.
Sheehan removing Ms. Nash’s access to electronic medical records, business email accounts, and business
bank accounts. Ms. Sheehan’s erroneous belief Ms. Nash was not a co-owner of the PLLC is not a
defense. “Specific intent to convert, that is, knowledge that the property is owned by another, is not
required for liability in tort.” Id.

Although Plaintiff has proven Defendants’ liability for conversion, she must still prove damages.
“The measure of damages for conversion is generally the value of the thing converted at the time and
place of conversion.” Murray v. J& B Intern. Trucks, Inc., 146 Vt. 458, 465 (1986) (citing Redd Distributing Co.
v. Bruckner, 128 Vt. 635, 639 (1970)). Here, the value of the business at the time of the conversion, April 1,
2024, was zero. The business was operating at a loss of $24,000 and Plaintiff testified the value of the
assets was only $20,000. Ex F. The damages for the conversion are therefore zero.
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II. Fraud and Misrepresentation.
“An action for fraud and deceit will lie upon an intentional misrepresentation of existing fact,
affecting the essence of the transaction, so long as the misrepresentation was false when made and known
to be false by the maker, was not open to the defrauded party’s knowledge, and was relied on by the
defrauded party to his damage.” Union Bank v. Jones, 138 Vt. 115, 121 (1980). Here, Plaintiff alleges Ms.
Sheehan engaged in a fraudulent scheme during the incorporation of the PLLC and “fraudulently took
funds, converted the business property and income, and ultimately fraudulently took ownership of the
company.” Compl., ¶ 18. Plaintiff has not met her burden to prove fraud. There was no evidence of
what fraud occurred at the incorporation of the PLLC. No facts were identified as false at the time the
PLLC was incorporated. Plaintiff’s other allegations of fraud mirror her claims for conversion. The
conversion occurred after the PLLC was incorporated. Further, the Plaintiff has not identified what
misrepresentation Ms. Sheehan made that would support a judgment in her favor on this claim. Plaintiff
has not met her burden on this claim.
III. Unjust Enrichment
“Under the doctrine of unjust enrichment, a party who receives a benefit must return the benefit if
retention would be inequitable.” Kellogg v. Shushereba, 2013 VT 76, ¶ 22. In order to succeed on an unjust
enrichment claim, a “plaintiff must prove that (1) a benefit was conferred on defendant; (2) defendant
accepted the benefit; and (3) defendant retained the benefit under such circumstances that it would be
inequitable for defendant not to compensate plaintiff for its value.” Center v. Mad River Corp., 151 Vt. 408,
412 (1989). Here it is undisputed Ms. Nash took out a $30,000 unsecured loan to allow Ms. Sheehan to
open a new business. Although operating at a loss, Ms. Sheehan obtained the benefit of opening the
business as she was not able to do so alone due to her poor credit. Ms. Sheehan agrees she owes Ms. Nash
$30,000. Plaintiff has met her burden of unjust enrichment with damages in the amount of $30,000.
Decision of Plaintiff’s Motion for Enforcement and/or Contempt
On November 29, 2024, Plaintiff filed a motion to enforce and/or for contempt alleging
Defendants were not complying with the court’s July 25, 2024, entry order. The entry order required
Defendants to pay Plaintiff $650 per month starting August 1, 2024. It is undisputed that Defendants
have failed to comply with this order and have not paid Plaintiff any money since the order was issued. As
part of the motion, Plaintiff requested the court “freeze all assets including incoming payments, and
liquidate the business.” Plf.’s Nov. 29, 2024 Mot., p. 2. Plaintiff has subsequently indicated she is only
seeking a monetary judgment. Plf.’s Jan. 16, 2024 Mot.
The court has the power to hold a party in contempt, and to impose appropriate sanctions, “to
secure both ‘the proper transaction and dispatch of business [and] the respect and obedience due to the
court and necessary for the administration of justice.” State v. Allen, 145 Vt. 593, 600 (1985) (quoting In re
Cooper, 32 Vt. 253, 258 (1859)); see also 12 V.S.A. § 122 (empowering trial courts to hold parties that
violate a court order in contempt). The purpose of contempt sanctions is to “provide courts with a means
of coercing a party’s compliance with orders where that party has refused to comply.” Town of Pawlet v.
Banyai, 2024 VT 13, ¶ 6. Because the purpose of civil sanctions is coercion, they cannot be punitive. Id.
As such, coercive sanctions “must be purgeable, i.e., they must be capable of being avoided by defendants
through adherence to the court’s order.” Sheehan v. Ryea, 171 Vt. 511, 512 (2000) (quotations and citations
omitted).
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Although civil contempt sanctions are not used to punish the offending party, the “court may
impose fines in the appropriate case to compensate the victim.” Kneebinding, Inc. v. Howell, 2018 VT 101,
¶¶ 73–74. Such prospective fines may only be levied in “extreme and extraordinary circumstances.” Id. at
¶ 74, (quotation and citations omitted). The Plaintiff bears the burden of proving contempt by clear and
convincing evidence. Id. at ¶ 68.
Here, Plaintiff has moved to enforce the July 25, 2024, entry order and for an order of contempt.
Because the court is issuing final judgment, the prior order can no longer be enforced. See Joseph v. Joseph,
2014 VT 66, ¶ 15 (“we agree with those courts that have held that a final decree extinguishes the right to
enforce an arrearage arising under a temporary order that has not been included in the final order or
otherwise reduced to judgment.”). The court, therefore, only considers whether Plaintiff has proven
contempt by clear and convincing evidence.
As noted above, the July 25, 2024, entry order was a pre-final judgment order and the right to
enforce it is extinguished by the issuance of the final judgment. Id. Contempt sanctions are either
coercive or compensatory. Kneebinding, Inc., 2018 VT 101, ¶ 74. Because the order is no longer
enforceable, the court cannot coerce compliance. As such, the court is limited to contempt sanctions that
are compensatory. The July 25, 2024, entry order required Defendants to pay $650 per month to offset
the Plaintiff’s loan payment for the $30,000 loan she took out to invest in the business. The court is
granting Plaintiff judgment for that amount, as such Plaintiff is already being compensated for the loan
amount. Issuing a compensatory contempt sanction would be duplicative and redundant. Plaintiff has not
met her burden to prove a contempt sanction is warranted under these circumstances and her motion is
DENIED.
Conclusion
For the foregoing reasons, judgment is entered for Plaintiff for $30,0000. A separate judgment
order will issue. Plaintiff’s motion for contempt and/or enforce is DENIED.

Electronically signed on March 3, 2025 pursuant to V.R.E.F. 9(d)

__________________________
Alexander N. Burke
Superior Court Judge

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