Fulco v. Spagnoli-Allen

Termont Superior Court
Filed 12/11/25
Washington Unit

VERMONT SUPERIOR COURT CIVIL DIVISION
Washington Unit Case No. 22-CV-02740
65 State Street
Montpelier VT 05602
802-828-2091
www.vermontjudiciary.org
Melissa Fulco et al v. Andrea Spagnoli-Allen

ENTRY REGARDING MOTION
Title: Proposed Order for Judgement (Motion: )
Filer: Charles S. Martin
Filed Date: December 08, 2025

A response shall be filed within 14 days.

This is a partition action filed in August of 2022 that involves a parcel of land in

Woodbury, Vermont. Plaintiffs and Defendant are cousins and co-tenants with varying
percentage of ownership interests. Collectively, the three Plaintiffs own interests that total to
90%, and Defendant Andrea Spagnoli-Allen has title to 10%. Plaintiffs sought partition, in part,
because Defendant had not made contributions to the property during the course of her

ownership and had not cooperated with the other owners.
Background Facts
In November 2023, the parties went to mediation and successfully reached resolution

agreeing to resolve the litigation on the following terms: (1) Plaintiffs would pay Defendant
$17,500 for her interest in the Woodbury Property; (2) Defendant would deed her interest in the

Woodbury property to Plaintiffs; and (3) the parties would release each other from all other
claims.
In January 2024, Plaintiffs filed a motion for a status conference based on Defendant's

failure to respond and delay in executing a quit claim deed. In March 2024, the Court held a

hearing. Defendant, at that time, confirmed the terms of the settlement agreement, but she had

questions regarding the transfer tax forms. Plaintiffs agreed on the record to make the

adjustments, and the Court ordered the transfer to occur on March 29, 2024.
No closing occurred on March 29, 2024, and Plaintiffs filed a motion for contempt and
sanctions on April 8, 2024 for failing to execute the releases and quit claim deed.
The Court issued an Order expressing confusion as to why the closing had not occurred.
The Court directed the parties to work toward a mutually agreeable closing date, but it also set a
July hearing date on the motion for contempt if no closing occurred.
No closing occurred prior to the hearing, and the Court took up the matter on July 11,
2024. At that hearing, Plaintiffs and Defendant agreed to the following terms:

1. Plaintiffs agree to pay $1,000 for Defendant to obtain Vermont counsel
("Defendant's Counsel').
2. Defendant's Counsel will be the closing agent for the sale of Defendant's
interest in the camp that is at issue in this case.
3. Defendant will provide Attorney Martin with the name of Defendant's
Counsel no later than three weeks from today, July 11, 2024.
4. Within a week of that notification, Defendant’s provide to Attorney
Martin draft closing documents, including a quit tax form, and releases.
5. Within a week of receiving the draft closing documents, Attorney Martin
will indicate Plaintiffs' acceptance of the documents or propose any
changes to them.
6. Final closing documents are to be approved within one week of Plaintiffs'
proposals.
7. Closing is to take place on next business day following approval of closing
documents.
8. All documents and payments needed to be made or exchanged shall occur
at the closing.
9. Failure to comply with the above timelines by Defendant or Defendant's
Counsel shall result in a $100.00 per day "fine," which is to be deducted
from the purchase amount, which continues to be held in escrow by
Plaintiffs' counsel.

Fulco v. Spagnoli-Allen, Dckt. No. 22-CV-2740, at 1–2 (Jul. 11, 2024) (Tomasi, J.).
Despite this agreement and direct instructions from the Court to complete the terms of the
agreement, no closing occurred. Defendant did not hire legal counsel to represent her and made
no efforts to complete the closing envisioned in the agreement. On July 3, 2025, Plaintiffs filed a
motion to impose sanctions based on Defendant’s non-compliance.
The Court conducted a hearing on October 13, 2025 at which all parties were present. At
that hearing, Defendant raised several excuses for her non-performance. The primary excuse
was that no Vermont real estate attorney would prepare the quit claim deed and review the
general releases that Attorney Martin had prepared on behalf of the Plaintiffs. The Court did not
find any of Defendant’s excuses to be credible. Defendant admits that she did not follow up with
any further efforts once the attorney she contacted refused to help her with both the closing and
the releases. Defendant simply waited, expecting the Court to resolve the matter, but she made
no motions to Court. She sought neither accommodations, nor clarifications with either the court
or opposing counsel.1 The record indicates that Defendant has failed to follow through with her
obligations on both the original November 2023 settlement agreement as well as the July 11,
2024 agreement.
Notwithstanding these findings, the Court gave Defendant 30 days to obtain an attorney
to complete the real estate transaction, and the Court ordered the payment and contempt issues to
be continued.
As before, Defendant did not follow through with the Court’s directions. At the
November 18, 2025 continued contempt hearing, Defendant reported that she had made contact
with one attorney who refused to assist her after talking with Attorney Martin. Attorney Martin
reported that the attorney had contacted him one day prior to the hearing, and he had informed
the attorney that he would be pursuing sanctions.
At this point, the Court is confronted with the following facts. The parties reached a final
resolution that they confirmed with the Court to transfer Defendants’ interests to Plaintiffs over
two years ago. Since then, Defendant has materially failed to comply with her obligations to
complete the transaction. Her failure, despite multiple opportunities, has been consistent and
complete.
At the November 18th hearing, Plaintiff’s counsel offered three ways that he believed this
matter could be resolved. The first was through a judgment on the July 11th agreement that he
would then use to foreclose against Defendant’s interests. The second was criminal contempt
that would order Defendant incarcerated until she executed the deed, and the third was voluntary
compliance. Plaintiff argued that no other legal mechanism existed to compel the transfer of
property. Defendant objected to Plaintiffs’ proposals, but she has not proposed any alternative
methods, and her past failures indicate that any direction that required her to act would be ill-
placed.
Since no such voluntary compliance has occurred, Plaintiffs through counsel, have
elected to follow the route of seeking a judgment on the July 11th agreement. This judgment

1 The Court finds that Defendant has used her pro se status in this case as both a sword and shield to

thwart any effort to close and then to defend her inaction with the excuse that she, as a non-lawyer, did
not know what to do.
would include fines of $46,000 from Section 9 of the parties’ July 11, 2024 agreement,
attorney’s fees of $3,641.40, and a prorated credit for costs associated with the Woodbury
property since the agreement.
Legal Analysis
The issues before the Court are a mixture of sanctions, contempt, and contract
enforcement. As the facts indicate, the parties entered into two agreements in this case. The first
was a settlement agreement in November of 2023 arising out of mediation and confirmed by the
Court in March 2024. The second was the July 2024 modification that put further terms onto the
agreement but reinforced the essential terms requiring Defendant to transfer her ownership
interest.
The record indicates that Defendant is in breach of both agreements as well as several
orders from the Court to complete the transfer.
Plaintiffs’ solution to seek judgment on the July 11, 2024 agreement’s penalty provision
and then foreclose on the property strikes the Court as an unnecessarily unwieldy. Plaintiff’s
judgment and foreclosure method ignores the more direct solution offered by Rule 70, which
states:

If a judgment directs a party to execute a conveyance of land or to deliver deeds
or other documents or to perform any other specific act and the party fails to
comply within the time specified, the court may direct the act to be done at the
cost of the disobedient party by some other person appointed by the court and the
act when so done has like effect as if done by the party, except that the appointee
of the court shall have no authority to execute a conveyance of land outside the
State of Vermont. The court may also in proper cases adjudge the party in
contempt. If real property is within the state, the court in lieu of directing a
conveyance thereof may enter a judgment divesting the title of any party and
vesting it in others and such judgment has the effect of a conveyance executed in
due form of law, if a copy thereof, certified by the clerk, is recorded in the office
in which a deed of such real estate is required by law to be recorded.

V.R.C.P. 70. This Court has issued at least two orders directing Defendant to prepare and
convey her interest in the Woodbury property to Plaintiffs. She has failed to comply with these
orders, and her basis for not complying is neither credible nor sufficient to excuse her obligation
to perform.
Similarly, the proposal to apply the $100 per day penalty provision of the July 11, 2024
order strikes the Court as unduly harsh for three reasons. First, the Court cannot view the
penalty provision, except as a creature of both contract and contempt. This is because the
provision was added during a negotiation designed to avoid a contempt hearing, and because it is
given the term “penalty.” In the context of the agreement, it was clearly intended to enforce
compliance rather than to renumerate the Plaintiffs for actual costs. As such, the Court must
view this “penalty” as a contractually negotiated contempt provision that was intended primarily
as a “stick” to compel Defendant’s performance, as opposed to the $1,000 carrot for attorney’s
fees. Second, Plaintiffs have not adequately explained why they waited over a year to seek
enforcement of the July 2024 agreement given that they were aware of Defendant’s non-
compliance as early as the beginning of August 2024. Third, there has been no evidence of
Defendant’s ability to pay. Sheehan v. Ryea, 171 Vt. 511, 512–13 (2000) (mem.). As Sheehan
notes civil contempt is a “coercive measure” that is “necessarily discretionary.” Id. Only
compensatory fines or coercive sanctions may be imposed on a party. Id. (quoting Russell v.
Armitage, 166 Vt. 392, 407–08 (1997) (Morse, J., concurring)).
Nevertheless, the Court is confronted with Defendant’s repeated intransience and refusal
to meaningfully abide by the Court’s repeated orders. Plaintiffs are entitled to receive the benefit
of their agreement, and Defendant’s refusal to comply has crossed from mere confusion into
contempt. In light of the evidence, the Court is inclined the grant the following relief against
Defendant’s two-years of intransience.
First, the Court will appoint an individual pursuant to Rule 70 to act as an agent for
Defendant to sign and execute the deed conveying her interest in the Woodbury property to
Plaintiffs within 14 days of his or her appointment. V.R.C.P. 70. The costs of this agent shall
come from the $1,000 promised Defendant under the July 11, 2024 agreement to obtain counsel.
If the agent’s costs or the costs of closing exceed $1,000, then those costs shall be deducted from
Defendant’s $17,500 purchase price. The Court will allow Plaintiffs as part of their response to
this Order to nominate such an agent. If no such nomination is made, the Court will appoint an
attorney with some real estate experience. This transfer shall occur as soon as practicable after
the designation of the agent.
Second, the Court will award Plaintiffs their attorney’s fees and costs from April 8, 2024
through the date of any transfer as well as any costs and share of expenses for maintaining the
Woodbury property from November 2023 through to the date of closing attributable to
Defendant. These costs and fees will be deducted from the $17,500 currently held in escrow by
Plaintiffs. The Court finds these costs and fees to be reasonable damages that Plaintiffs would
not have incurred or would have accepted if Defendant had complied with her November 2023
or her July 2024 obligations. Foti Fuels, Inc. v. Kurrle Corp., 2013 VT 111, ¶ 32.
In this case, if Defendant had performed on the 2023 agreement, Plaintiffs would not
have incurred additional costs of carrying the property. The 2024 agreement did not alter that
reality, but it did exchange some of that costs for a timely transfer that did not occur. The Court
finds, as a result, that Plaintiffs should be entitled to collect from Defendant the full carrying
costs from the point of the original agreement.
As for the attorney’s fees, the Court awards them based on Defendant’s on-going
violation of this Court’s Orders including both the July 11, 2024 Order and the Court’s October
13, 2025 Orders requiring Defendant to transfer the properties. As the Vermont Supreme Court
has noted, the trial courts may award attorney’s fees as part of a contempt ruling, and the amount
remains in the discretion of the trial court. Kneebinding, Inc. v. Howell, 2018 VT 101, ¶¶ 123–
33. In this case the Court finds that while the non-compliance began as early as November 2023,
the contempt did not begin until July of 2024 when Defendant began defying this Court’s Orders
to transfer the property to Plaintiffs in a timely and expeditious manner, and this has continued
through the present Order. The July 2024 Order was a direct result of Plaintiff’s actions
beginning with their April 8, 2024 motion for contempt and sanctions that led to the July 2024
Order. As such, this Court finds that motion to be the reasonable starting point for contempt
costs.
The Court also finds that both sets of costs will not require any payment from Defendant
but will be deducted from the $17,500 currently being held in escrow. Therefore, there is an
inherent ability to pay.
The Court will give Plaintiffs time to amend or augment their damages under this
category to reflect any changes as a result of the dates set by the Court. Plaintiffs may present
evidence of these damages by affidavit or declaration.
Third, Plaintiffs may, as part of their response, put forward any further evidence of harm
that they have incurred as a result of Defendant’s breach of the July 11, 2024 agreement. Such
damages may include incidental and consequential losses consistent with Defendant’s breach of
contract or that are necessary to compensate Plaintiffs as a result of Defendant’s contempt of the
Court’s July 2024 and October 2025 Orders. Foti Fuels, Inc., 2013 VT 111, at ¶ 32;
Kneebinding, Inc., 2018 VT 101, at ¶¶ 73, 74 (noting that civil contempt sanctions may be used
to compensate the victim but that purely prospective contempt fines are generally disfavored).
Time to Respond
Given that this remedy and ruling deviates from both what Plaintiffs have proposed as
well as what was discussed at the November 18, 2025 hearing, the Court will give both parties
14 days from the date of this Order to file any objections or responses to the proposed Order.
So Ordered

Electronically signed on 12/11/2025 9:18 AM pursuant to V.R.E.F. 9(d)

__________________________________
Daniel Richardson
Superior Court Judge