Randall C. Belyea v. Heather A. Campbell

MAINE SUPREME JUDICIAL COURT Reporter of Decisions
Decision: 2024 ME 62
Docket: BCD-23-454
Argued: June 6, 2024
Decided: August 13, 2024

Panel: STANFILL, C.J., and MEAD, CONNORS, LAWRENCE, and DOUGLAS, JJ.

RANDALL C. BELYEA

v.

HEATHER A. CAMPBELL

LAWRENCE, J.

[¶1] Randall C. Belyea appeals from decisions of the Business and

Consumer Docket (BCD) (Duddy, J.) (1) granting Heather A. Campbell’s motion

for judgment as a matter of law on Belyea’s claim for conversion and

(2) entering, notwithstanding a jury verdict in favor of Belyea, a judgment as a

matter of law in favor of Campbell on Belyea’s claim for breach of contract.

Belyea contends that the court erred in concluding there was insufficient

evidence of an enforceable contract between him and Campbell and that,

because a contract did exist, the court also erred in denying his claim for

conversion against Campbell. We disagree and affirm.
2

I. BACKGROUND

A. Facts

[¶2] “The evidence in the record supports the following facts, viewed in

the light most favorable to” Belyea. Tobin v. Barter, 2014 ME 51, ¶¶ 1-2, 89 A.3d

1088.

[¶3] In 2011, Belyea was the sole shareholder and president of Belyea

Enterprises, Inc. (BEI), a corporation that delivered FedEx packages along

certain routes under a five-year contract with FedEx that expired on

September 23, 2016. The contract with FedEx identified Belyea as the

“Authorized Officer” for BEI. Belyea maintained BEI’s trucks; hired, fired, and

communicated with BEI’s drivers; and, as the sole shareholder, was entitled to

BEI’s net profits realized from the contract.

[¶4] In the spring of 2016, while negotiating a renewal of the contract

with FedEx, Belyea was informed that FedEx would not renew the contract

because he was “disqualified as a FedEx contractor” as a result of a

misdemeanor charge from 2012. Due to his disqualification, Belyea was not

allowed to be present at the FedEx terminal, drive a vehicle associated with

FedEx, or meet with FedEx representatives. The sole source of BEI’s income

was the FedEx contract.
3

[¶5] Belyea had always planned to leave BEI to his oldest son and, after

learning that he was “disqualified as a FedEx contractor,” decided to put the

contract in his son’s name immediately and to transfer his interest in BEI to his

son in exchange for payment and his continued employment. Campbell, who

was Belyea’s fiancée and BEI’s bookkeeper, wanted Belyea to put the contract

in her name instead of his son’s name. Campbell “promised” Belyea that

“[n]othing was going to change” regarding the business; Belyea would continue

to own the business and remain entitled to its profits, and Campbell would be

“owner on paper only” and “deal with” the FedEx representatives at the

terminal. Belyea understood this to mean that he would remain the owner and

run the business.

[¶6] BEI ultimately “executed a renewal contract with the understanding

that [Belyea] would transfer his ownership in BEI to Campbell and that

Campbell” would be the “Authorized Officer” in the new contract. On August 10,

2016, Belyea “transferred all of his stock in BEI to Campbell and resigned all

corporate offices.” Campbell assumed those offices and became BEI’s sole

shareholder. Belyea “received no monetary compensation from Campbell in

exchange for” his BEI stock. BEI had debt from financing the trucks it owned,

but there was money in BEI’s bank accounts.
4

[¶7] Ostensibly, Belyea’s role at BEI did not change, other than the

aforementioned restrictions expressly imposed by FedEx, until 2018. The BEI

accounts were still in Belyea’s name. Belyea’s son knew that BEI was still

Belyea’s business but that it was just in Campbell’s name. Campbell listed

Belyea as the owner on a loan application and referred to BEI as his business.

At the end of 2018, however, Campbell asked Belyea to leave her home,

terminated his employment with BEI, and restricted his access to BEI’s bank

accounts.

B. Procedure

[¶8] On January 14, 2019, Belyea filed a complaint in the Superior Court

(Aroostook County) against Campbell.1 Belyea’s complaint contained ten

counts: conversion (Count 1), unjust enrichment (Count 2), fraud (Count 3),

constructive trust (Count 4), tortious interference with an advantageous

relationship (Count 5), fraudulent transfer (Count 6), punitive damages

(Count 7), breach of contract (Count 8), accounting (Count 9), and injunctive

relief (Count 10).2 With respect to Count 1, Belyea alleged that Campbell

The complaint also named, as parties in interest, BEI; Federal Express Corporation; and Tobias
1

Henderson, whom Belyea alleged was Campbell’s cousin.
2 Only Counts 1 and 8 are at issue on appeal.
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“succeeded to the title” of BEI’s president “in name only”; that Campbell

“understood her limited role in the transfer of ownership,” with Belyea

“continu[ing] to be the sole beneficial owner” of BEI; and that Campbell’s

refusal to relinquish ownership of BEI constituted conversion of Belyea’s

interest in BEI. With respect to Count 8, Belyea alleged that the transfer of his

ownership to Campbell constituted a contract, which Campbell breached.

[¶9] With the complaint, Belyea also filed a motion for a temporary

restraining order, and the court (Stewart, J.) signed a temporary restraining

order that day enjoining Campbell from “selling, transferring, or encumbering”

BEI or any assets of BEI.

[¶10] On February 14, 2019, Belyea filed an amended complaint, which

named FedEx Ground Package System, Inc., in place of Federal Express

Corporation as a party in interest.3 On February 15, 2019, Campbell filed an

answer. The BCD (Duddy, J.) accepted the case for transfer. On March 4, 2022,

a joint pretrial statement was filed, and on October 26, 2023, stipulated facts

were filed.

3The parties in interest ultimately obtained final judgment in their favor, and Belyea did not
appeal from the judgment as to them. This opinion does not discuss the parties in interest further.
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[¶11] A four-day jury trial was held from October 30 through

November 2, 2023. Six of the counts (Counts 1, 3, and 5 through 8) were tried

before the jury. After Belyea rested, Campbell moved for judgment as a matter

of law. The court granted Campbell’s motion with respect to Count 1

(conversion), Count 5 (tortious interference), and Count 6 (fraudulent

transfer). Regarding Count 1, the court confirmed that Belyea was alleging

conversion in 2018. The court determined that because Campbell was the sole

owner of the BEI stock when Belyea demanded the return of property in 2018,

“Belyea had no legal interest in the company at all” and “no right to demand its

return under a conversion claim.”

[¶12] The court reserved judgment on the motion regarding

Count 3 (fraud), Count 7 (punitive damages), and Count 8 (breach of contract).

At the conclusion of all the evidence, Campbell renewed her motion for

judgment as a matter of law. The court stated that the counts were “hanging by

a thread” and that it was concerned “that the alleged terms of the alleged

contract are too ambiguous,” but it reserved ruling on the motion and allowed

the counts to be presented to the jury to ensure judicial economy.

[¶13] The jury found against Belyea on Count 3 (fraud), and, considering

this verdict, the court later entered judgment in favor of Campbell on Count 7
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(punitive damages). Regarding Count 8 (breach of contract), the jury

determined that Belyea proved, by a preponderance of the evidence, that

Campbell breached their contract and caused him damages, and it awarded him

$250,000. Campbell then renewed her motion for judgment as a matter of law,

notwithstanding the jury verdict, regarding Count 8. The court granted the

motion and entered judgment as a matter of law in favor of Campbell on that

count.

[¶14] The court concluded that the jury could not have reasonably found

for Belyea on an “essential element of the claim”—that the parties had reached

“a meeting of the minds on specific terms to form a contract”—because the

terms of the alleged contract were “vague, indefinite, not specific, and probably

impossible to use as a term, even if they were specific.”4 The court further

explained that none of the terms would “allow for a sufficiently definite

understanding to permit enforcement”; that it was “not possible that things

were going to remain the same” because Belyea could no longer, inter alia,

communicate with FedEx or negotiate contracts for BEI; and that the alleged

4 The court stated, “The terms had been variously framed by [Belyea] as . . . the business would
continue to belong to Mr. Belyea. Nothing would change. Ms. Campbell would remain an owner on
paper only. Mr. Belyea would retain the benefit of ownership. And that’s pretty much the agreement
and pretty much what was described in the complaint.”
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contract’s terms did not provide, for example, any length of time for the terms

to remain in effect or anything regarding reconveyance.

[¶15] The court next addressed Count 2 (unjust enrichment), which was

tried to the bench, and it entered judgment in favor of Belyea in the amount of

$63,534. The court then addressed and entered judgment in favor of Campbell

on the remaining counts: Count 4 (constructive trust), Count 9 (accounting),

and Count 10 (injunctive relief). The court vacated the previously entered

preliminary injunction.

[¶16] On November 7, 2023, the court entered a written judgment in

favor of Campbell on Counts 1 and 3 through 10 and in favor of Belyea on

Count 2 in the amount of $63,534. Belyea timely appealed.

II. DISCUSSION

A. Breach of Contract

[¶17] Belyea contends that the court erred in concluding there was

insufficient evidence of an enforceable contract. He argues, inter alia, that the

contract was definite and sufficiently specific, particularly considering the

parties’ close relationship; that there was evidence of the parties’ intent to be

bound by the contract’s terms, including the post-contract conduct of the

“parties and those around them”; that the contract was enforceable, even
9

assuming terms were missing; and that performance was possible and

occurred. He contends that the terms of the contract were “(1) [Campbell]

would receive BEI in name only (‘on paper’), and (2) [Belyea] would retain

ownership except ‘on paper.’”5

[¶18] Pursuant to M.R. Civ. P. 50(a), a court may grant a motion for

judgment as a matter of law before submitting a claim to the jury “if the court

determines that, viewing the evidence and all reasonable inferences therefrom

most favorably to the party opposing the motion, a jury could not reasonably

find for that party on an issue that under the substantive law is an essential

element of the claim.” Pursuant to M.R. Civ. P. 50(b), “[i]f a verdict was returned

the court may . . . reopen the judgment and . . . direct the entry of judgment as a

matter of law.”

[¶19] “On appeal from a judgment entered as a matter of law pursuant

to Rule 50(b), we examine the jury’s verdict to determine if any reasonable view

of the evidence and those inferences that are justifiably drawn from that

evidence supports the jury’s verdict.” Tobin, 2014 ME 51, ¶ 8, 89 A.3d 1088

(quotation marks omitted); see Me. Energy Recovery Co. v. United Steel

5 Belyea requests that we vacate the court’s judgment and remand for the court to reinstate the
jury’s award in his favor, which might “also include the creation of a constructive trust (Count [4]) to
administer the disbursement of that award.”
10

Structures, Inc., 1999 ME 31, ¶ 6, 724 A.2d 1248 (“In reviewing a trial court’s

disposition of a motion for a judgment as a matter of law, we view the evidence

together with all justifiable inferences in the light most favorable to the party

opposing the motion.” (quotation marks, alteration, and emphasis omitted)).

“If on appeal” we find “that the court has erroneously entered a judgment as a

matter of law after trial, [we] may reinstate any verdict and direct the entry of

judgment thereon.” M.R. Civ. P. 50(c).

[¶20] “Generally, the existence of a contract is a question of fact to be

determined by the jury.” Sullivan v. Porter, 2004 ME 134, ¶ 13, 861 A.2d 625

(quotation marks and alteration omitted). “To demonstrate that the parties

had a legally binding contract, the plaintiff must establish that there was a

meeting of the minds between the parties—or mutual assent to be bound by all

the material terms of the contract.” Tobin, 2014 ME 51, ¶ 9, 89 A.3d 1088

(quotation marks and alterations omitted). The assent must be “either

expressly or impliedly manifested in the contract.” Sullivan, 2004 ME 134, ¶ 13,

861 A.2d 625.

[¶21] Further, the contract must be “sufficiently definite to enable the

court to ascertain its exact meaning and fix exactly the legal liabilities of each

party.” Id.; Ault v. Pakulski, 520 A.2d 703, 704 (Me. 1987) (“There is no more
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settled rule of law applicable to actions based on contracts than that an

agreement, in order to be binding, must be sufficiently definite to enable the

court to determine its exact meaning and fix exactly the legal liability of the

parties.” (quotation marks and alteration omitted)); Doe v. Lozano, 2022 ME 33,

¶ 13, 276 A.3d 44 (“For a binding agreement to exist, the parties must have

mutually intended to be bound by terms sufficiently definite to enforce.”

(quotation marks omitted)). According to the Restatement (Second) of

Contracts, “a manifestation of intention . . . intended to be understood as an

offer . . . cannot be accepted so as to form a contract unless the terms of the

contract are reasonably certain.” Restatement (Second) of Conts. § 33(1)

(Am. L. Inst. 1981). “The terms of a contract are reasonably certain if they

provide a basis for determining the existence of a breach and for giving an

appropriate remedy.” Id. § 33(2). “[M]issing or indefinite essential terms may,

in certain cases, preclude a reasonably calculable remedy or indicate a lack of

contractual intent so as to render an agreement unenforceable . . . .” Fitzgerald

v. Hutchins, 2009 ME 115, ¶ 18, 983 A.2d 382. Such indefiniteness might “relate

to the time of performance, the price to be paid, work to be done, property to

be transferred or other miscellaneous stipulations of the agreement.” Id.

(quotation marks omitted).
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[¶22] “However, lack of a key term is not necessarily fatal to the

enforcement of a contract, as long as the missing term does not indicate a lack

of contractual intent.” Pelletier v. Pelletier, 2012 ME 15, ¶¶ 15-16, 36 A.3d 903

(explaining that “[a] court may supply a key term missing from a contract using

the standard of reasonableness”). Further, “[p]art performance under an

agreement may remove uncertainty and establish that a contract enforceable

as a bargain has been formed.” Restatement (Second) of Conts. § 34(2); see also

Restatement (Second) of Conts. § 34 cmt c. “For a contract to be enforceable,

the parties thereto must have a distinct and common intention which is

communicated by each party to the other.” Stanton v. Univ. of Me. Sys., 2001 ME

96, ¶ 13, 773 A.2d 1045 (quotation marks omitted).

[¶23] We conclude that the court did not err in determining that a jury

could not reasonably find that the terms of the purported agreement between

Belyea and Campbell were sufficiently definite to form an enforceable contract.

See Bragdon v. Shapiro, 146 Me. 83, 84-89, 77 A.2d 598, 599-601 (1951); Ross

v. Mancini, 146 Me. 26, 26-28, 76 A.2d 540, 540-41 (1950). Even viewing the

facts in the light most favorable to Belyea, the terms of the alleged contract did

not “fix exactly the legal liabilities of each party.” Sullivan, 2004 ME 134, ¶ 13,

861 A.2d 625. Belyea argues that “[a]ny attempt by [Campbell] to assert
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ownership over BEI, other than in name only, would immediately incur

liability.” Even assuming that this contention is true and that the parties

mutually assented to Campbell owning the business in name only with Belyea

remaining the actual owner and running the business, it is not clear what

actions Belyea would have to take to comply with or to violate the contract.

See Ault, 520 A.2d at 704 (“A court cannot enforce a contract unless it can

determine what it is.” (quotation marks omitted)); Cote v. Dep’t of Hum. Servs.,

2003 ME 146, ¶¶ 2, 3 & n.2, 837 A.2d 140 (“[B]efore a court supplies any terms,

it must find that the parties mutually assented to an agreement that, at a

minimum, contains terms that enable the court to allocate liability.”);

Restatement (Second) of Conts. § 33 cmt. a (“If the essential terms are so

uncertain that there is no basis for deciding whether the agreement has been

kept or broken, there is no contract.”).

[¶24] Belyea’s role in and Campbell’s involvement with the business

necessarily changed because Belyea was no longer permitted to be at the FedEx

terminal, drive a vehicle associated with FedEx, or meet with FedEx

representatives and because the contract was renewed with the understanding

that Campbell, not Belyea, was the “Authorized Officer.”6 Moreover, the terms

6 A question was posed at oral argument that if nothing changed—after Belyea transferred his
stock in BEI to Campbell and she became the “Authorized Officer” for BEI’s contract with FedEx—
14

of the alleged contract were not sufficiently definite regarding the respective

roles and obligations of Belyea and Campbell. See Roy v. Danis, 553 A.2d 663,

664-65 (Me. 1989); Ault, 520 A.2d at 704-05; Cote, 2003 ME 146, ¶¶ 2-3, 837

A.2d 140; cf. Tobin, 2014 ME 51, ¶¶ 1-2, 6-7, 11-13, 89 A.3d 1088 (determining

that the parties’ agreement was sufficiently specific and vacating the judgment,

which was entered as a matter of law for the defendant notwithstanding the

jury verdict for the plaintiff on his claim for breach of contract, where the

parties specified the plaintiff’s obligations, the percentage of net proceeds the

plaintiff would receive, and the funds and materials the defendant would

provide the plaintiff); Fitzgerald, 2009 ME 115, ¶¶ 2-4, 17-18, 983 A.2d 382

(determining that oral contract for the plaintiff to assist in selling a power plant

for a commission was sufficiently definite, despite the defendant’s contention

that there was “no evidence regarding the amount of a ‘commission’ to be paid,”

in part because the plaintiff had previously sold power plants for the

defendant’s company).

[¶25] It is also unclear what Campbell’s remedy would be for any breach

by Belyea. See Restatement (Second) of Conts. § 33 cmts. b, f (stating “the

whether the purported contract between Belyea and Campbell would have been part of a scheme to
perpetuate a fraud. However, because neither party raised or briefed this issue, we do not consider
its possible implications on the issues before us in this appeal.
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fundamental policy that contracts should be made by the parties, not by the

courts, and hence that remedies for breach of contract must have a basis in the

agreement of the parties”). The parties also did not adequately specify the

contract’s term or any details regarding a possible reconveyance of BEI to

Belyea. See Ross, 146 Me. at 27-28, 76 A.2d at 541 (determining that the terms

of an alleged contract were “too vague and indefinite” to be enforced in part

because “there was no time set during which the employment was to

continue”); cf. Pelletier, 2012 ME 15, ¶¶ 4, 8, 14-16, 36 A.3d 903 (“Because the

parties had agreed on the appraised value of the corporation’s properties,

which properties would go to each [party], and that the division would result

in the [parties] each receiving property or cash of equal total value, it was

reasonable for the court to determine and supply the missing price term.”).

[¶26] In summary, the terms of the alleged contract between Belyea and

Campbell were not sufficiently definite as to (1) the roles of Belyea and

Campbell and their obligations in BEI because Campbell, not Belyea, was the

“Authorized Officer” under the FedEx contract and Belyea’s role was more

restricted due to his disqualification; (2) what action or inaction by Belyea

would violate the contract; (3) what Campbell’s remedy would be for any

breach by Belyea; and (4) the contract’s duration or any details regarding a
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possible reconveyance of BEI to Belyea. The terms of the alleged contract do

not enable a court to determine the contract’s meaning or fix the parties’ legal

liabilities. See Pendleton v. Sard, 297 A.2d 889, 892 (Me. 1972). The court

therefore did not err, and we affirm the judgment as a matter of law for

Campbell notwithstanding the jury’s verdict for Belyea. Cf. Me. Energy Recovery

Co., 1999 ME 31, ¶ 8 & n.3, 724 A.2d 1248 (determining that the court erred in

vacating the jury verdict and explaining that “[a] court may not vacate a

judgment entered upon a jury verdict in a manner that would constitute a

reexamination of the jury’s factual conclusions”).

B. Conversion

[¶27] Belyea argues that the court erred in concluding that he had no

right to demand a return of BEI. Belyea contends that because an enforceable

contract existed, pursuant to which he had a legal interest in BEI, Campbell

unlawfully converted that interest to herself and denied him his fair share of

BEI’s profits.

[¶28] In reviewing a court’s “disposition of a motion for a judgment as a

matter of law, we consider the evidence and all justifiable inferences to be

drawn therefrom in the light most favorable to the party opposing the motion.”

Currier v. Toys ‘R’ Us, Inc., 680 A.2d 453, 455 (Me. 1996). “The granting of a
17

motion for a judgment as a matter of law is improper if any reasonable view of

the evidence could sustain a verdict for the opposing party pursuant to the

substantive law that is an essential element of the claim.” Id.

[¶29] “The gist of conversion is the invasion of a party’s possession or

right to possession at the time of the alleged conversion.” Barron v.

Shapiro & Morley, LLC, 2017 ME 51, ¶ 14, 157 A.3d 769 (quotation marks

omitted). “The necessary elements to establish a claim for conversion are a

showing that (1) the person claiming that his or her property was converted

has a property interest in the property; (2) the person had the right to

possession at the time of the alleged conversion; and (3) the party with the right

to possession made a demand for its return that was denied by the holder.” Id.

[¶30] Belyea ties his argument regarding the conversion claim to his

success regarding his claim for breach of contract. Because, as we determined

above, there was not a sufficiently definite contract between the parties, we

conclude the court did not err with respect to Belyea’s conversion claim. Belyea

transferred his stock to Campbell and resigned all corporate offices on

August 10, 2016, and he did not show that he had the right to possession of any

property interest in BEI in 2018. See id. ¶¶ 5-8, 15-16; Bell v. Red Ball Potato

Co., 430 A.2d 835, 837-38 (Me. 1981) (affirming determination that the sellers’
18

cause of action for conversion failed because the sellers were unable to

demonstrate either an interest in the title or the right to possession of the

disputed goods); see also Possession, Black’s Law Dictionary (12th ed. 2024)

(defining “possession” to mean, in part, “[t]he fact of having or holding property

in one’s power” or “the exercise of dominion over property”).

The entry is:

Judgments affirmed.

Jamesa J. Drake, Esq. (orally), and Rory A. McNamara, Esq., Drake Law LLC,
Auburn and York, for appellant Randall C. Belyea

Robert F. Ward, Esq. (orally), Houlton, for appellee Heather A. Campbell

Business and Consumer Docket docket number CV-2019-16
FOR CLERK REFERENCE ONLY