Green Mtn Solar v. Heinrich

7ermont Superior Court
Filed. 03/06/26
Orleans Unit

VERMONT SUPERIOR COURT CIVIL DIVISION
Orleans Unit Case No. 24-CV-02411
247 Main Street
Newport VT 05855
802-334-3305
www.vermontjudiciary.org
Green Mountain Solar, LLC v. Bruce Heinrich

ORDER ON PLAINTIFF'S MOTION FOR SUMMARY JUDGMENT ON
DEFENDANT'S BREACH OF CONTRACT COUNTERCLAIM
This case stems from an agreement between Green Mountain Solar LLC (GMS) and
Bruce Heinrich for GMS to install a solar array at Heinrich's house in Newport. Currently
pending before the court is GMS's motion for summary judgment on Heinrich's
counterclaim for breach of contract. Heinrich also seeks permission to file a sur-reply on the
motion. For the reasons that follow, the motion for summary judgment is granted in part
and denied in part, and the leave to file a sur-reply is denied.

Background
Unless otherwise noted, the following facts are undisputed. In 2021, the parties
entered into an agreement where GMS would install a roof-mounted solar array on
Heinrich's house in Newport in exchange for payments totaling $123,289. Per the
agreement, the final payment of $85,986.70 was to be made upon completion of the
installation. The agreement provides that the project would be considered completed "upon
commission of inverter system and submission of meter request to client's utility." Pl.'s
SUMF, { 5. GMS commissioned the inverter system and submitted a meter request to the
utility serving the property. GMS notified Heinrich that the project was completed and
requested the final payment. The parties, however, dispute whether the project was
completed in accordance with the definitions provided in the parties' agreement.
Specifically, Heinrich claims that GMS damaged the roof on the house during installation.
Heinrich did not ultimately make the final payment requested by GMS.
The roof on the house was installed by Maple Leaf Roofing. After the solar
installation was completed, Maple Leaf Roof provided an estimate to Heinrich that it would
cost $124,000 to repair the damage to the roof caused by GMS. GMS disputes that this
estimate accurately reflects the extent and costs of any needed repair.
After GMS's work was completed, Heinrich conveyed the property by quitclaim deed
to his daughter Christine Dowd Heinrich and son-in-law Matthew Clark. The transfer of
the property was a gift and Heinrich received no compensation for the transfer. There is no
written agreement for Christina and Matthew to pay Heinrich at some time in the future.
The roof currently functions properly, although Heinrich claims there is significant
cosmetic damage and that warranties have been invalidated because of GMS’s work.
Heinrich has not paid for any work to repair the damage allegedly caused by GMS.
Analysis
“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.’”
Hier v. Slate Valley Unified Sch. Dist., 2025 VT 2, ¶ 8 (quoting V.R.C.P. 56(a)). All
reasonable doubts and inferences are resolved in favor of the nonmoving party. Boyd v.
State, 2022 VT 12, ¶ 19, 216 Vt. 272. Thus, “[i]n determining the existence of genuine issues
of material fact, courts must accept as true the allegations made in opposition to the motion
for summary judgment, so long as they are supported by affidavits or other evidentiary
material.” Gates v. Mack Molding Co., 2022 VT 24, ¶ 13, 216 Vt. 379 (quotation omitted).
GMS seeks summary judgment on Heinrich’s counterclaim for breach of contract.
GMS argues that Heinrich cannot prove damages based on GMS’s alleged breach because
Heinrich no longer owns the property; Heinrich made no repairs to the property; and
Heinrich did not discount the sale price of the property, which was given as a gift to his
daughter and son-in-law. Heinrich argues he can sustain the claim because his property
was damaged while he owned it. The court agrees with GMS that the undisputed facts, as
established by the parties’ summary judgment filings, show that Heinrich suffered no
compensable damages because of GMS’s alleged breach of contract.1
It does not necessarily follow, however, that GMS is entitled to summary judgment
dismissing the counterclaim. Although the Vermont Supreme Court has held that “[f]ailure
to prove damages is fatal to a claim for breach of contract” in some contexts, Kelly v. Univ.
of Vermont Med. Ctr., 2022 VT 26, ¶ 36, 216 Vt. 445, it has also endorsed the Restatement
principle that “if a breach of contract ‘caused no loss or if the amount of the loss is not
proved . . . a small sum fixed without regard to the amount of loss will be awarded as
nominal damages,” Herrera v. Union No. 39 Sch. Dist., 2006 VT 83, ¶ 21, 181 Vt. 198 (2006)
(quoting Restatement (Second) of Contracts § 346)); see also Ely-Cruikshank Co. v. Bank of
Montreal, 65 N.E.2d 985, 986-87 (N.Y.) (holding that, under New York law, breach of
contract accrues at the time of the breach and noting that, because “nominal damages are
always available in breach of contract actions,” all necessary elements of claim were present
at the time of the alleged breach even if damages accrued later). In the unique context of
this case, the court concludes that Heinrich may be entitled to an award of nominal
damages if he proves that GMS breached its contractual duties, even though Heinrich
cannot prove any actual economic loss. The court thus declines to dismiss the counterclaim
but limits any relief on that counterclaim to an award nominal damages.

1 Although the court declined to dismiss the breach of contract claim at the pleading stage, that

decision was based on the allegations in the complaint and the more lenient standard that applies on
a Rule 12(b) motion.
The court further denies Heinrich’s motion for leave to file a sur-reply as the
proposed sur-reply essentially essentially rehashes arguments made in the opposition
memorandum. See V.R.C.P. 7(b)(4).
Order
The motion for summary judgment is GRANTED IN PART and DENIED IN PART.
Any award on defendant’s counterclaim for breach of contract shall be limited to nominal
damages.
The motion for leave to file a sur-reply is DENIED.
The parties shall file a stipulated pretrial schedule, or their respective proposals, by
March 20, 2026.

Electronically signed on: 3/6/2026 pursuant to V.R.E.F. 9(d)

_______________________________________
Benjamin D. Battles
Superior Court Judge