Goodwin v. Lewis

Termont Superior Court
Filed 03/02/26
Chittenden Unit

VERMONT SUPERIOR COURT CIVIL DIVISION
Chittenden Unit Case No. 25-CV-00301
175 Main Street
Burlington VT 05401
802-863-3467
.vermontjudiciary.org

Scott Goodwin,
Plaintiff

DECISION ON MOTION

Alexa Lewis,
Defendant

RULING ON MOTION FOR SUMMARY JUDGMENT

This case arises out of a settlement agreement ("the Agreement'') between the
neighboring parties. In the Agreement, Defendant Alexa Lewis agreed to grant Plaintiff Scott
Goodwin a septic easement and a driveway easement, and Goodwin agreed to grant Lewis an
easement to use a portion of his driveway to access her property. However, the easements have
not been executed. Goodwin filed this action asserting claims for breach of contract and breach
of the covenant of good faith and fair dealing. Lewis filed a counterclaim asserting the same
claims. Pursuant to Rule 56 of the Vermont Rules of Civil Procedure, Goodwin has moved for
summary judgment on both of his claims as well as Lewis's counterclaims. Lewis opposes the
motion and purports to file her own motion for summary judgment. For the reasons discussed
below, Goodwin's motion is GRANTED IN PART and DENIED IN PART, and Lewis's motion
is DENIED.

Undisputed Facts

The following relevant facts are undisputed The parties own adjoining properties in
Charlotte, and a survey reflected that (1) Goodwin's septic mound crossed the boundary line into
Lewis's property and (2) a portion of the driveway Goodwin used to access his house was
located on Lewis's property. The parties executed a Settlement Agreement on December 18,
2023, in which they agreed to give each other reciprocal easements within 30 days. Lewis
agreed to grant Goodwin an easement for the existing septic system ("Septic Easement'') and an

Tn support of his motion, Goodwin has filed a Statement of Undisputed Material Facts
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("SUMF") supported by citations to admissible evidence in the record, as required by Rule
56(c)(1). As discussed further below, Lewis has failed to property respond to Goodwin's SUMF
pursuant to Rule 56(c)(2). Accordingly, except as otherwise noted, the Court considers the facts
included in the SUMF undisputed. See V.R.C.P. 56(e); Boyd v. State, 2022 VT 12, 1 8 n.1, 275
A.3d 155 (where plaintiff "did not directly respond to defendant's statement offacts[,]... . for
purposes of summary judgment, defendant's facts are deemed undisputed").
easement for the westerly portion of the driveway that is on her property (“Driveway
Easement”). In exchange, Goodwin agreed to grant Lewis an easement to access the western
portion of Goodwin’s driveway to access and maintain her property south of the driveway.
Goodwin also agreed to “remove all items he owns or has deposited that are currently on the
west side of the boundary line to the east side of the boundary line” within 30 days of the date
when the agreement was signed. See Pl.’s Ex. 1.

Before the 30-day deadline, Lewis expressed concern that the Town of Charlotte (the
“Town”) might require Goodwin to remove a portion of his driveway pursuant to the terms of a
zoning permit that had been issued to him. Based on this concern, the parties signed an
addendum in January extending the timeline for executing the easements “to allow the Parties
time to determine if the driveway easement is consistent with the Town regulations and
approvals.” The parties agreed in the addendum that the easements would be completed and
executed by February 20, 2024. By the time Lewis signed the addendum, Goodwin had removed
all of his personal property from Lewis’s side of the property line. In response to Lewis’s
complaint on January 17, 2024 that Goodwin was responsible for piles of brush in the woods on
Lewis’s side of the line, Goodwin removed those piles of brush that day or the following day.
The Town issued Goodwin a certificate of occupancy on December 1, 2023. In response to
Goodwin’s requests to the Town regarding Lewis’s concerns, the Town’s zoning administrator
confirmed on January 16, 2024, that “[t]he certificate of occupancy implies compliance with the
[zoning] permit. I do not think I can reasonably request driveway modifications after the
issuance of the CO.” Pl.’s Ex. 5.

In the summer of 2024, Goodwin put gravel on the driveway to create a level and
consistent driving surface, improve drainage, and prevent mud and puddles. The gravel
Goodwin put down extended onto Lewis’s property that was to be included in the easement.
Goodwin used the portion of the driveway that extended onto Lewis’s property without objection
from Lewis from before the parties entered into the Settlement Agreement until sometime in
October 2024, when Lewis hired someone to remove the gravel from the easement area and
place it on Goodwin’s side of the driveway. In March 2025, Goodwin obtained an estimate that
it will cost $4,250 to repair the driveway.

Discussion

Summary judgment is appropriate “if the movant shows that there is no genuine dispute
as to any material fact and the movant is entitled to judgment as a matter of law.” V.R.C.P.
56(a). Although the Court gives the nonmoving party “the benefit of all reasonable doubts and
inferences in determining whether there is a genuine issue of material fact, the nonmovant bears
the burden of submitting credible documentary evidence or affidavits sufficient to rebut the
evidence of the moving party.” Ziniti v. New Eng. Cent. R.R., 2019 VT 9, ¶ 14, 209 Vt. 433
(quotation omitted). The nonmoving party “may not rest on the allegations in its pleadings, but
must set forth specific facts showing that there is a genuine issue for trial.” Palmer v. Furlan,
2019 VT 42, ¶ 7, 210 Vt. 375 (quotation omitted). If the responding party believes there are
material facts the Court should consider in addition to those included in the moving party’s
statement of facts, they “may file a separate and concise statement of additional material facts in

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numbered paragraphs, with specific citations to particular parts of admissible materials in the
record.” V.R.C.P. 56(c)(2).

As noted above, Goodwin’s summary judgment motion is supported by a SUMF that
meets the requirements of Rule 56(c)(1). Therefore, to demonstrate a genuine issue of material
fact exists as to any of Goodwin’s statements, Lewis was required to submit a paragraph-by-
paragraph response to Goodwin’s SUMF, with specific citations to the materials in the record
demonstrating a dispute of fact. V.R.C.P. 56(c)(2). Lewis failed to comply with these
requirements. 2 As a result, the facts asserted in Goodwin’s SUMF are undisputed for purposes
of the Court’s ruling on his motion. V.R.C.P. 56(e)(2); see also Spinette v. Univ. of Vt., 2023 VT
12, ¶ 40, 217 Vt. 550 (trial court “appropriately accepted as true” facts in movant’s SUMF when
non-movant failed to address them as required by V.R.C.P. 56(c)).

It also appears that Lewis intends to move for summary judgment. She titled her
Opposition “Response to Plaintiff’s Motion for Summary Judgment and Defendant’s Motion for
Summary Judgment,” and effectively reasserts her counterclaims in her filing. However,
Lewis’s motion is insufficient under Rule 56 because she did not submit a SUMF to support it,
and she failed to sign her filing as required by Rule 11. See V.R.C.P. 11(a) (written motions
“shall be signed” by an attorney of record or by the party if not represented by an attorney).
Accordingly, the Court denies Lewis’s purported motion for summary judgment without
reaching the substance, and instead considers only her arguments in response to Goodwin’s
motion.

I. Goodwin’s Claims.

A. Breach of Contract

In Count I of his Amended Complaint, Goodwin asserts that the Settlement Agreement is
an enforceable contract that Lewis has breached by failing to convey the Driveway Easement and
the Septic Easement to him as required. Goodwin contends that he has suffered damages and
seeks specific performance and compensatory damages in addition to punitive damages and
attorney’s fees. Lewis concedes that the Settlement Agreement is a contract, and it is undisputed
that the easements were not executed. However, Lewis argues that Goodwin is in breach of the
agreement because he (1) failed to remove his personal property from her side of the boundary
line within 30 days, as required by the agreement, and (2) is not in compliance with the Town’s
land use regulations/zoning requirements.

Before the addendum was signed, the parties had agreed to give easements to the other
within 30 days, which period would have ended on January 17, 2024. Goodwin’s undisputed
facts establish that he removed his personal property from Lewis’s side of the boundary line by
this date. Lewis disagrees and submits photographs with her opposition. Leaving aside the

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In her Opposition to Goodwin’s motion, Lewis responded to portions of statements included
in the “Factual Background” section of Goodwin’s Motion, but that is not what the Vermont
Rules of Civil Procedure require. Moreover, Lewis failed to submit an affidavit or other
admissible evidence to support many of her alleged disputes with Goodwin’s statements.

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Court’s finding that Lewis’s filing is insufficient to counter Goodwin’s SUMF, it is not clear
what the photographs depict other than a shovel, orange rope, and some wood. Lewis does not
state who took the photographs, when the photographs were taken, and where they were taken.
Thus, without further explanation, the photographs cannot constitute evidence that Goodwin has
failed to comply with his promise “to remove all items he owns or has deposited” on Lewis’s
side of the boundary line or even that the shovel belongs to Goodwin.

In any event, Goodwin’s promise to remove his items was not a condition that had to be
satisfied before Lewis could be held to her promise to grant Goodwin the sewer and driveway
easements. “A condition is an event, not certain to occur, which must occur, unless its non-
occurrence is excused, before performance under a contract becomes due.” Restatement
(Second) Contract § 224. “An event may be made a condition either by the agreement of the
parties or by a term supplied by the court.” Id. § 226. “No particular form of language is
necessary to make an event a condition, although words as ‘on condition that,’ ‘provided that’
and ‘if’ are often used for this purpose.” Id. cmt. a; see, e.g., Wark v. Zucker, 2021 VT 37, ¶¶ 3,
14, 214 Vt. 605 (holding contract not enforceable because parties did not satisfy the express
condition than an addendum be “agreed to in a signed writing”); Sisters & Bros. Inv. Grp. v. Vt.
Nat’l Bank, 172 Vt. 539, 540, 773 A.2d 264, 266 (2001) (mem.) (contract included language that
it was “subject to” particular conditions that must occur before contract was enforceable). The
Settlement Agreement here did not describe any of the parties’ promises as conditions or use any
language that could be construed as making Goodwin’s removal of “items he owns or has
deposited that are currently on the west side of the boundary line” a condition of Lewis’s
obligation to grant Goodwin the sewer or driveway easement. Instead, the Agreement simply
identified promises the parties were making that were in addition to the granting of easements.
Other promises included Lewis’s promise not to erect a fence along the boundary line and the
parties’ agreement not to sue the other regarding the location of the common boundary.

Likewise, Goodwin’s compliance with any zoning regulations is not a condition of
Lewis’s obligation to grant the sewer and driveway easements. The Settlement Agreement
addendum reflects that the parties extended the timeline for completing the easement deeds until
February 20, 2024, “to allow the Parties time to determine if the driveway easement is consistent
with the Town regulations and approvals.” Pl.’s Ex. 1. Goodwin confirmed through
communications with the zoning administrator that the location of his driveway, with the
easement, was not in violation of the Town’s zoning regulations, while Lewis concedes that she
took no action at all in pursuit of this concern that was hers initially. Goodwin received a
certificate of occupancy in December 2023, which is evidence that the property complies with
zoning regulations. Bianchi v. Lorenz, 166 Vt. 555, 561, 701 A.2d 1037, 1041 (1997).
Moreover, regardless of Goodwin’s compliance with the Town’s regulations, Lewis has no
standing to enforce the Town’s zoning regulations or challenge a zoning permit outside of the
statutory approval process. See Garzo v. Stowe Bd. of Adjustment, 144 Vt. 298, 302, 476 A.2d
125, 127-28 (1984) (private citizen lacked standing to enforce zoning bylaw through writ of
mandamus); see also Dunnett v. Town of Ludlow Zoning Bd. of Adjustment, Docket No. 2002-
042, 2002 WL 34422594, at *2 (Vt. Aug. 2002) (unpub. mem.) (plaintiff had no status as

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taxpayer and resident of town to challenge zoning decision). 3 Therefore, Lewis’s professed
concerns regarding zoning compliance are not a barrier to enforcement of the Agreement nor a
defense to the breach of contract claim.

The Settlement Agreement and addendum required Lewis to grant Goodwin the
Driveway Easement and the Sewer Easement by February 20, 2024. She has not done so and,
therefore, is in breach of her obligations. Goodwin appears ready to grant Lewis an easement to
access the westerly portion of his driveway from Cedar Beach Road for the purpose of gaining
access to maintain her property south of the driveway once he knows she is ready to grant him
the Driveway Easement. The motion for summary judgment is granted as to specific
performance of the parties’ contract (Count I), and both parties shall be ordered to grant the
easements to the other as they agreed to do as part of the final judgment in this matter.

However, the Court declines to grant summary judgment on Goodwin’s claims for
damages arising from the breach of contract. The only item of damages proffered by Goodwin is
the $4,250 estimate to “repair” the driveway after Lewis removed the gravel he put down.
Goodwin cites to no authority in support of his position that he was entitled to place gravel on
the portion of the driveway on Lewis’s side of the boundary before the easement was granted,
nor is the Court aware of any. It is true that once Lewis grants Goodwin the Driveway
Easement, Goodwin may have the right to maintain or improve it, but he has not established that
this right existed before he had the easement in hand or permission from Lewis. See, e.g., Ives v.
Cent. Vt. Pub. Serv. Corp., 134 Vt. 67, 68, 349 A.2d 878, 879 (1975) (recognizing grantee of
private right-of-way easement has duty to repair); Restatement (Third) of Property (Servitudes)
§ 4.13 (2000) (beneficiary of easement has duty to repair and maintain portions of servient estate
and improvements used in enjoyment of servitude under beneficiary’s control).

As for Goodwin’s request for punitive damages, such relief is generally unavailable in a
breach of contract action “except when ‘the breach has the character of a willful and wanton or
fraudulent tort, and when the evidence indicates that the breaching party acted with actual
malice.’” Birchwood Land Co. v. Ormond Bushey & Sons, Inc., 2013 VT 60, ¶ 19, 194 Vt. 478
(quoting Monahan v. GMAC Mortg. Corp., 2005 VT 110, ¶ 53, 179 Vt. 167); see also Brueckner
v. Norwich Univ., 169 Vt. 118, 129-30, 730 A.2d 1086, 1095 (1999) (purpose of punitive
damages is to punish wrongdoer for “morally culpable,” “truly reprehensible” conduct that has
“character of outrage associated with crime”; plaintiff must show defendant acted with “actual
malice”); accord Fly Fish Vt., Inc. v. Chapin Hill Estates, Inc., 2010 VT 33, ¶¶ 18-19, 187 Vt.
541 (award of punitive damages only available where wrongful conduct is “outrageously
reprehensible” and there is evidence of malice, which includes “bad motive, ill will, personal
spite or hatred, and reckless disregard” of another’s rights). Lewis’s conduct may have been
wrongful, and she may even have acted with spite, but Goodwin has not demonstrated that Lewis
acted in an outrageously reprehensible manner or with actual malice to warrant the imposition of
punitive damages. See Fly Fish Vt., 2010 VT 33, ¶ 28 (holding that “a defendant’s knowing and
even gross indifference to a plaintiff’s rights [is] . . . insufficient to satisfy the malice threshold
for exemplary damages”).

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See V.R.A.P. 33.1(d) (providing that an “unpublished decision by a three-justice panel may
be cited as persuasive authority but is not controlling precedent”).

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B. Breach of the Covenant of Good Faith and Fair Dealing.

The covenant of good faith and fair dealing is implied in every contract. Carmichael v.
Adirondack Bottled Gas Corp. of Vt., 161 Vt. 200, 208, 635 A.2d 1211, 1216 (1993). It “exists
to ensure that parties to a contract act with ‘faithfulness to an agreed common purpose and
consistency with the justified expectations of the other party.’” Id. (quoting Restatement
(Second) of Contracts § 205, cmt. a); accord Tanzer v. MyWebGrocer, Inc., 2018 VT 124, ¶ 32,
209 Vt. 244. The covenant applies not only to contract performance, but also to contract
enforcement, and it “is violated by dishonest conduct such as conjuring up a pretended dispute,
asserting an interpretation contrary to one’s own understanding, or falsification of facts.”
Tanzer, 2018 VT 124, ¶ 32 (quotation omitted). When both breach of contract and breach of the
covenant of good faith and fair dealing are asserted, the two causes of action must be based on
different and distinct conduct. Beldock v. VWSD, LLC, 2023 VT 35, ¶ 53, 218 Vt. 144 (“To the
extent that Beldock’s claim for breach of the implied covenant is duplicative of his breach-of-
contract claim, it cannot be sustained as a matter of law.”); accord Tanzer, 2018 VT 124, ¶ 33.

Goodwin contends that Lewis violated the covenant of good faith and fair dealing by
“destroying” the western portion of the driveway that is the focus of the Driveway Easement
when she removed the gravel he had laid down. However, this conclusory factual
characterization is unsupported by any competent record evidence. 4 Tellingly, there is no
assertion that the driveway cannot be used in the same manner as it was prior to the execution of
the Agreement, or other undisputed facts that would establish “dishonest conduct” or a violation
of “community standards of decency, fairness or reasonableness.” MyWebGrocer, 2018 VT 124,
¶¶ 32-33. Accordingly, the motion for summary judgment as to the claim for breach of covenant
of good faith and fair dealing (Count II) is denied.

II. Lewis’s Counterclaims.

A. Breach of Contract

Lewis’s counterclaim for breach of contract asserts that Goodwin breached the
Settlement Agreement by failing to remove his personal items from her property within the time
allowed in the agreement, leaving trash and debris on her property, failing to comply with the
Town’s land use regulations, and trespassing on her property. Lewis also asserts that Goodwin
has continued to park his car on her property in violation of the Agreement. However, as
discussed above, Goodwin’s SUMF establishes that he complied with the Agreement and
removed his personal property from Lewis’s property. Lewis has failed to submit credible
documentary evidence or affidavits sufficient to rebut Goodwin’s statements or demonstrate a
genuine issue for trial. In addition, Goodwin’s placement of gravel in the driveway area does not
demonstrate a breach of paragraph 3 of the Agreement, which concerns use of the Driveway

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Goodwin’s SUMF asserts that Lewis “destroyed the surface of the west half of the driveway
in October 2024.” Pl.’s SUMF ¶ 13. Goodwin relies on the identical statement in his Affidavit
and photographs submitted as Exhibit 10. However, the photographs are not authenticated,
dated, or explained, and there is no basis for the Court to determine the meaning of the scenes or
the significance of what is depicted.

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Easement that has not yet been issued. See Pl.’s Ex. 1 (“No parking, storage of vehicles,
equipment, or material, and no utilities shall be allowed within the Driveway Easement.”).

Finally, Goodwin acknowledges that he parked his car overnight one time on Lewis’s
side of the driveway. SUMF ¶ 20. Lewis does not demonstrate that she was harmed by this
event, and the Court concludes that, if anything, this constitutes only a de minimis violation of
the Agreement and not an actionable breach. Cf. In re Brewster River Mountain Bike Club, Inc.,
2025 VT 4, ¶¶ 21-22, 331 A.3d 1039 (holding newly constructed bridge on landowner’s property
constituted de minimis recreational use not subject to town’s zoning regulations due to bridge’s
minimal impact on land, small footprint, and lack of health and safety issues); In re Licausi, Case
No. 2006-311, 2007 WL 5313303, at *2 (Vt. June 2007) (unpub. mem.) (affirming trial court’s
grant of conditional-use permit to operate asphalt plant based on finding that de minimis increase
in noise level would not have material adverse impact on character of area); see also BDCM
Fund Adviser, L.L.C. v. Zenni, 962 N.Y.S.2d 11, 14 (App. Div. 2013) (holding de minimis
failure to comply with agreement was insufficient to support award of injunction or damages).
Therefore, because there is no genuine issue of disputed fact for trial, Goodwin is entitled to
summary judgment on Lewis’s breach of contract claim.

B. Breach of the Covenant of Good Faith and Fair Dealing

Lewis’s counterclaim for breach of the covenant of good faith and fair dealing reasserts
facts she alleged in support of her breach of contract claim, as also alleges that Goodwin failed to
mediate in good faith, intentionally tore up boundary stakes and disregarded boundaries, and
supplied misinformation to the State of Vermont, the Town, and Lewis.

As discussed above, where a party’s “claim for breach of the implied covenant is
duplicative of [her] breach-of-contract claim, it cannot be sustained as a matter of law.” Beldock,
2023 VT 35, ¶ 53; see also Monahan, 2005 VT 110, ¶ 54 n.5 (stating Vermont does “not
recognize a separate cause of action for breach of the implied covenant of good faith and fair
dealing when the [party] also pleads a breach of contract based upon the same conduct”). Thus,
Lewis cannot assert a claim for breach of the covenant to the extent she has relied on the same
conduct to support her breach of contract claim. Even more important, Lewis fails to
demonstrate how Goodwin’s alleged conduct was inconsistent with the parties’ expectations or
undermined her right to receive the benefits of the Agreement. See Carmichael, 161 Vt. at 208,
635 A.2d at 1216 (“An underlying principle implied in every contract is that each party promises
not to do anything to undermine or destroy the other's rights to receive the benefits of the
agreement.”). Her assertion that Goodwin did not mediate in good faith is not relevant to the
Agreement, and she does not explain how Goodwin’s conduct during the parties’ mediation
could have affected or frustrated her expectations regarding it. Finally, any concerns Lewis had
regarding Goodwin’s ability to grant her an easement due to his alleged zoning violations are
baseless since Goodwin received a certificate of occupancy and confirmation from the Town’s
zoning administrator that he was not in violation of any zoning regulations. See Bianchi, 166 Vt.
at 561 (certificate of occupancy is evidence that the property is in compliance with zoning
regulations).

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Accordingly, and in light of Lewis’s failure to direct the Court to any evidence
supporting her claim for breach of the covenant of good faith and fair dealing, Goodwin is also
entitled to summary judgment on this cause of action.

Order

For the foregoing reasons, Plaintiff Scott Goodwin’s Motion for Summary Judgment
(Mot. #2) is GRANTED as to Count I (breach of contract) and DENIED as to Count II (breach
of the covenant of good faith and fair dealing). In addition, the motion is GRANTED as to both
of Lewis’s counterclaims. To the extent Lewis has filed a motion for summary judgment, it is
DENIED.

This matter shall be scheduled for a pretrial conference to discuss next steps regarding
any remaining claims.

Electronically signed on March 2, 2026 at 10:22 AM pursuant to V.R.E.F. 9(d).

________________________________
Megan J. Shafritz
Superior Court Judge

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