Four Oaks Conservation Trust v. Bianco

Four Oaks Conservation Trust v. Bianco (2004-357); 179 Vt. 597; 892 A.2d 258

2006 VT 6

[Filed 12-Jan-2006]

                                 ENTRY ORDER

                                  2006 VT 6

                      SUPREME COURT DOCKET NO. 2004-357

                               JUNE TERM, 2005

  Four Oaks Conservation Trust,	       }	APPEALED FROM:
  Thomas Laddie Lushin, Trustee	       }
                                       }
       v.	                       }	Orange Superior Court
                                       }	
  Gene Bianco	                       }
                                       }	DOCKET NO. 96-5-01 Oecv

                                                Trial Judge: Alan W. Cheever

             In the above-entitled cause, the Clerk will enter:

       ¶  1.  In this appeal, we consider whether the trial court erred in
  interpreting the terms of a lease agreement between plaintiff Thomas Laddie
  Lushin, acting as trustee for Four Oaks Conservation Trust, and defendant
  Gene Bianco.  Although defendant breached the parties' lease agreement,
  plaintiff asserted that defendant remained obligated to use and maintain an
  easement described in the lease.  The trial court rejected plaintiff's
  claim.  On appeal, plaintiff asserts that the court erred in: (1)
  concluding that the lease agreement was not a divisible contract; (2)
  making unsupported and unnecessary findings of fact; and (3) ignoring the
  plain language of the lease.  We affirm. 

       ¶  2.  Plaintiff and defendant are neighboring landowners. 
  Defendant has a deeded easement that runs across plaintiff's property and
  travels very close to plaintiff's home.  In 1999, plaintiff agreed to lease
  a barn and a portion of real property to defendant for farming purposes;
  defendant agreed to extend and maintain a driveway on plaintiff's property
  and use this road as the exclusive method of traversing plaintiff's
  property.  The easement identified in the lease is located much farther
  away from plaintiff's house than defendant's deeded easement.  The lease
  specifically stated: 

    As an inducement for [plaintiff] to enter into this Lease on the
    terms and conditions stated herein, [defendant] agrees to extend
    at his expense the driveway servicing the adjoining Nature
    Conservancy property so that it connects to Braintree Hill Road
    north of the barn in a manner acceptable to [plaintiff], and to
    properly maintain such driveway at all times, so that such new
    portion of the driveway will be, and will be used as, the
    exclusive means of accessing both the barn and the Nature
    Conservancy property.  

  Defendant was not obligated under the agreement to pay rent to plaintiff
  for leasing the barn or land. 

       ¶  3.  In October 2001, plaintiff filed a quiet title action seeking
  to terminate the lease, and  defendant filed a counterclaim.  In October
  2002, the court granted plaintiff's request for partial summary judgment,
  finding that defendant had breached the lease agreement by failing to
  purchase insurance for the property.  The court considered the parties'
  remaining claims in March 2004.  In a written order, the court rejected
  plaintiff's claim that, despite the termination of the lease,  defendant
  remained obligated to use and maintain the new easement.  The court found
  the terms of the lease agreement unambiguous.  It rejected plaintiff's
  assertion that the lease agreement was a divisible contract, finding no
  possible way that the agreement could be divided into multiple parts of
  performance by each party.  The court also rejected plaintiff's claim that
  the use of the phrase "at all times" in the lease agreement reflected the
  parties' intent that defendant would be obligated to use and maintain the
  new easement indefinitely.  Finally, the court found no merit in
  plaintiff's assertion that defendant had implicitly agreed to relinquish
  his deeded easement when he signed the lease.  Plaintiff filed a motion for
  reargument, which the court denied.  This appeal followed.

       ¶  4.  On appeal, plaintiff argues that the court erred in
  interpreting the terms of the lease agreement.  He asserts that the lease
  is a divisible contract and defendant remains obligated to use and maintain
  the new easement rather than his deeded easement.  Plaintiff also asserts
  that the court erred in interpreting the plain language of the agreement
  and made insupportable and unnecessary findings of fact.  

       ¶  5.  We review the trial court's construction of the parties'
  agreement de novo,  Downtown Barre Dev. v. C & S Wholesale Grocers, Inc.,
  2004 VT 47, ¶ 8, 177 Vt. 70, 857 A.2d 263, and we find no error here. 
  "[T]he cardinal rule in construing contracts is the intent of the parties." 
  Sullivan v. Lochearn, Inc., 143 Vt. 150, 152, 464 A.2d 745, 746 (1983). 
  "[W]hen the language of the contract is clear on its face, we will assume
  that the intent of the parties is embedded in its terms."  In re Verderber,
  173 Vt. 612, 615, 795 A.2d 1157, 1161 (2002) (mem.).  As a general rule, a
  "contract is considered severable and divisible when by its terms, nature,
  and purpose, it is susceptible of division and apportionment."  In re
  Balfour MacLaine Int'l Ltd., 85 F.3d 68, 81 (2d Cir. 1996) (quotations
  omitted).  "There is a presumption against finding a contract divisible,
  unless divisibility is expressly stated in the contract itself, or the
  intent of the parties to treat the contract as divisible is otherwise
  clearly manifested."  15 R. Lord, Williston on Contracts § 45:4, at 275
  (4th ed. 2000) (footnotes omitted).  
   
       ¶  6.  Plaintiff argues that paragraph five of the lease, the
  provision that addresses the new easement, is an independent contract.  He
  asserts that the lease agreement was divided into two parts-the
  "inducement" part and the "occupancy" part.  According to plaintiff, his
  action in signing the lease was induced by defendant's promises to maintain
  the new driveway, and he agreed to the lease of the barn and land (the
  "occupancy" part) "upon numerous terms, conditions and restrictions
  relating to the usage of the demised premises."  This argument is wholly
  without merit.  The plain language of the lease agreement required that, as
  consideration for the use of plaintiff's barn and land, defendant would use
  and maintain the new easement to traverse plaintiff's property.  When the
  lease agreement ended, so did defendant's obligation to use the easement
  described in the lease.  The use of the words "at all times" in the context
  of the agreement in no way suggests that the parties intended that
  defendant's obligation would survive the termination of the lease. 
  Moreover, we note that defendant possesses, and has never relinquished, his
  deeded easement across plaintiff's property.  That easement is not
  mentioned in the lease agreement, nor is there any basis for reading its 
  relinquishment into the now-terminated agreement.  See In re Stacey, 138
  Vt. 68, 71, 411 A.2d 1359, 1361 (1980) ("[T]he Court will not read terms
  into a contract, unless they arise by necessary implication.").  

       ¶  7.  We reject plaintiff's assertion that the court made
  unsupported and improperly-derived findings of fact regarding the parties'
  intent.  As explained above, the lease agreement was unambiguous and its
  meaning was plain.  The trial court's statement that defendant was
  obligated to construct a new easement as consideration for using
  plaintiff's property is a recognition of the plain meaning of the lease
  agreement; it is not an improperly derived finding of fact as plaintiff
  asserts.  The question of whether defendant's deeded easement provides
  access to defendant's home is irrelevant to the issues raised on appeal,
  and any misstatement by the trial court to this effect is harmless. 
  Finally, we find no merit in plaintiff's assertion that it was "misleading"
  for the trial court to state that defendant had not relinquished his deeded
  easement "insofar as it may be taken to be indicative of the intention of
  the parties."  Plaintiff misreads the trial court's opinion.  As has been
  previously stated, in this case, the parties' intent was manifested in the
  plain language of the lease agreement.  We find no error in the court's
  decision. 

       Affirmed.


                                       BY THE COURT:

                                       _______________________________________
                                       Paul L. Reiber, Chief Justice

                                       _______________________________________
                                       John A. Dooley, Associate Justice
     
                                       _______________________________________
                                       Denise R. Johnson, Associate Justice

                                       _______________________________________
                                       Marilyn S. Skoglund, Associate Justice

                                       _______________________________________
                                       Frederic W. Allen, Chief Justice (Ret.),
                                       Specially Assigned