Cressy v. Proctor

Filing 55

OPINION AND ORDER granting in part and denying in part 45 Motion for Summary Judgment. Signed by Judge William K. Sessions III on 5/21/2014. (law)

UNITED STATES DISTRICT COURT
FOR THE
DISTRICT OF VERMONT

RONALD CRESSY,
Plaintiff,
v.
KEVIN PROCTOR,
Defendant.

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Case No. 2:12-cv-262

Opinion and Order
Plaintiff Ronald Cressy brings this action against his exromantic partner and alleged ex-business partner, Defendant
Kevin Proctor.

Cressy asserts in a seven-count complaint that

he has the right to real and personal property held by Proctor
based on theories of partnership, express and implied contract,
unjust enrichment, promissory estoppel, and quantum meruit.

He

also asserts a right to half of Proctor’s real property based on
an express, resulting, or constructive trust.
for summary judgment on all claims.

Proctor has moved

For the reasons set forth

below, the Court grants in part and denies in part Proctor’s
motion for summary judgment, ECF No. 45.

Summary judgment is

granted as to Count I (Partnership) and to Cressy’s claims for
equitable relief based on his household contributions, and
denied with respect to Cressy’s remaining claims.

1

BACKGROUND
I. Personal Relationship between Cressy and Proctor
Proctor met Cressy in 1993 and the two soon entered into a
romantic relationship.

Cressy moved into Proctor’s home in Long

Beach, California, in May 1993.

In 1998, the two moved to

Ryegate, Vermont, where they continued to live together until
2012.

During the course of their relationship, Cressy and

Proctor never married, obtained a civil union, or registered as
a domestic partnership.
for each other.

They also never adopted wills or trusts

While the two were aware of and discussed the

changes in the legal recognition of same-sex marriage, Proctor
asserts that he declined Cressy’s requests for a civil union or
marriage.

However, they regularly used the term “partner” and

“partnership” to describe their personal relationship.

This

lawsuit concerns the distribution of their assets following the
termination of their relationship in July 2012.
II.

Alleged Business Partnership in Synergy

Proctor began Synergy Advertising, Inc. (“Synergy”), in
Long Beach, California, in 1990.

The business was founded and

operated as a sole proprietorship.

At the outset of his

relationship with Cressy, Proctor owned Synergy, his home
(outright), and a sizeable collection of antiques.
substantial personal savings.

2

He also held

When Proctor and Cressy first met, Cressy was on a mental
health leave from his job with Carol Anderson, Inc., a women’s
clothing company.

For the first year or so of their

relationship, the two shared living expenses.

In mid-Spring

1994, Cressy quit his job at Carol Anderson and Proctor began to
support Cressy financially.

Around this time, Cressy started

working part time at Synergy, primarily on billing and
invoicing.

It is disputed whether Proctor specifically asked

Cressy to help out or whether Cressy himself offered.

It is

undisputed that Cressy never received formal compensation for
his work at Synergy.

According to Cressy, this was a “mutual

agreement” and he never requested that Proctor pay him for his
work because the two were in a personal relationship and his
initial contributions were not significant.

Even after his work

became more substantial, Cressy says that he did not feel the
need to ask for compensation based on an (unspoken)
understanding that their business profits were shared and would
be applied toward their joint household expenses.

This

assumption — which Proctor disputes — forms much of the basis
for this lawsuit.
While Cressy acknowledges that his work at Synergy was
“volunteer” at the outset, the parties dispute how the nature of
Cressy’s work at Synergy evolved over time.

The scope of

Cressy’s contributions to Synergy is a matter of serious dispute
3

central to the outcome of this proceeding.

According to

Proctor, Cressy continued to work part time and never worked
more than 20 hours per week throughout his time at Synergy.
Moreover, Proctor stated in deposition that while Cressy worked
a “steady and reliable 20 hours [per week] in California,” this
work became “much more sporadic” after they moved to Vermont.
Proctor categorized Cressy as a “helper,” and his work as
“mostly clerical.”

He also testified that Cressy’s work was

unnecessary, that he was allowing Cressy to help out at Synergy
as a favor, and that Cressy worked out of “gratitude” for a
“roof over his head.”

Proctor maintains that he never referred

to Cressy as his business partner in any context.
In stark contrast to Proctor’s version of these events,
Cressy contends that his work at Synergy “evolved into a fulltime job” by summer 1994 after Janet Morrison, one of Synergy’s
employees, left the business.

Morrison had been responsible for

numerous tasks and earned a salary of $40,000 per year.

Cressy

states that after Morrison left he took over her
responsibilities and began to work full time.

His duties at

Synergy expanded to include answering phones, sending invoices,
paying bills, processing orders, writing advertisements,
processing accounts payable, and preparing tax documents.

He

typically worked 40-50 hours a week, and at times in Vermont he
worked “a minimum” of 60 hours per week.
4

In fact, Cressy

submits that he worked more hours than Proctor by the time the
two had moved to Vermont.

Cressy’s account of his workload at

Synergy has support from other sources.

For example, Proctor’s

sister-in-law, Trisha Proctor, also observed Cressy working up
to 10-11 hours a day for Synergy.
Based on this increase in contributions, Cressy argues that
he ultimately became a “partner” in the Synergy business and
that Proctor referred to him as a “partner” in a business
context on multiple occasions.

He states that he remembers at

least one specific conversation in 1996 to this effect, and that
Proctor made similar references to such a business partnership
on later occasions.

As a result of these statements and the

degree of his contribution, Cressy says he expected all of the
profits of Synergy to be shared between them as partners.
III.

Ryegate Property

In 1996, Proctor decided that he wanted to leave California
and move to Vermont.

Over the following 18 months, Cressy began

traveling with Proctor to New England to look at potential
properties.

In 1998, Proctor selected and purchased a farm

property in Ryegate, Vermont, using proceeds from the sale of
his Long Beach home, his own personal savings, and profits from
Synergy.

It is undisputed that Cressy made no individual

financial contribution to the purchase of the property; however,
because Proctor used Synergy profits to purchase the property,
5

Cressy submits that he indirectly contributed to the purchase
through his uncompensated work at the business.
It is undisputed that Proctor was at all times the sole
name on the title to the Ryegate property.

Proctor alone signed

the offer, purchase and sale, and closing documents, and the
deed ran only to Proctor.

However, as with Cressy’s work at

Synergy, the parties dispute significantly the nature of the
ownership of the Ryegate property.
Cressy contends that he has an ownership right in the
property.

According to Cressy, the two men made an oral

agreement to title the property in both of their names, but he
cannot identify any specific conversation to that effect, nor a
witness to the agreement.

It is Cressy’s general recollection

that Proctor told him that he would take title solely in his
name at the closing and then add Cressy on the title at a later
time.

It is undisputed, however, that neither party ever

mentioned this alleged agreement to anyone else, including
Proctor’s realtor on the sale.

Nonetheless, Cressy states that

despite the titling, he “understood very clearly that [they]
were buying this property together . . . that it was a joint
purchase.”
Proctor maintains in opposition that he never intended to
share joint ownership of the Ryegate property with Cressy, and
in fact, did not even initially plan to bring Cressy with him to
6

Vermont.

It is undisputed that Cressy was not present at the

closing, though the two parties dispute the reason for this —
Cressy says he was unable to attend because he was held up by
obligations at Synergy, while Proctor contends that Cressy was
in Boston doing “genealogy research.”
After purchasing the farm in Ryegate, Proctor proceeded to
purchase six additional adjoining properties over the three
years following the initial sale.

Cressy is not on any of the

titles for these properties, nor was there any discussion of
putting him on the title to these additional tracts.

Cressy

nonetheless contends that the two men referred to the property
as “ours” and that the joint ownership was “understood by anyone
that we had dealings with.”

Proctor also amassed a large

collection of antiques over the course of their relationship.
Cressy maintains that because these properties and antiques were
purchased using proceeds from Synergy, he indirectly contributed
to these purchases as he did the Ryegate property.

The two men

moved to Ryegate in 1998 with Proctor’s father and lived there
together until 2012.

While living in Ryegate, it is undisputed

that Cressy contributed to the household and farm chores, though
the parties dispute the extent of the work he performed.
IV.

End of Relationship/Legal Proceedings

After moving to Vermont, Proctor continued to operate
Synergy with help from Cressy, though the extent of Cressy’s
7

work is again disputed.

Proctor wound down business operations

in Synergy in February 2008.

After terminating the business,

the parties lived off of Proctor’s savings.

By 2012, these

savings had been depleted and Proctor asked Cressy to pay for
some household bills out of his own savings.1

Shortly after,

Cressy left Ryegate, and Cressy and Proctor’s relationship ended
in July 2012 after nineteen years of cohabitation.

Cressy

attests that he left because the relationship was in a “hopeless
situation” and denied the assertion that he left because
Proctor’s savings had run out.
Cressy brought this lawsuit against Proctor on the grounds
that after fourteen years of working at Synergy, Proctor
possessed all of their joint real and personal property.

On or

around November 23, 2012, Cressy filed a seven-count complaint
in this court, alleging that he is entitled to an equal share of
the partnership property on theories of express contract,
implied contract, imputed contract/unjust enrichment, promissory
estoppel, and quantum meruit.

Proctor filed a motion to dismiss

on December 26, 2012, which the Court denied in an Order dated
April 9, 2013, ECF No. 10.

Proctor has now filed a motion for

summary judgment seeking to dismiss all claims.

1

It is apparent from the record that Cressy had significant assets of his own
when he began his relationship with Proctor. It is undisputed that 2012 was
the first time Cressy contributed this money to shared expenses or purchases
(though Cressy states that he sometimes used his own finances for personal
purposes).

8

DISCUSSION
I. Standard of Review
Before the Court is Proctor’s motion for summary judgment.
The Court may grant summary judgment only if Proctor shows that
“there is no genuine issue as to any material fact and that the
movant is entitled to judgment as a matter of law.”
Civ. P. 56(c).

Fed. R.

Summary judgment is proper against a party who

“fails to make a showing sufficient to establish the existence
of an element essential to that party’s case, and on which that
party will bear the burden of proof at trial.”
Catrett, 477 U.S. 317, 322 (1986).

Celotex Corp. v.

In assessing such a motion,

the Court will view all of the facts and draw all inferences in
the light most favorable to the non-moving party.

Howley v.

Town of Stratford, 217 F.3d 141, 150-51 (2d Cir. 2000).
II.

Partnership (Count I)

Cressy’s first claim for relief is based on the theory that
Cressy and Proctor carried on Synergy as co-owners and partners
in the business, thereby entitling Cressy to an equal share of
Synergy’s assets.

Under Vermont law, a partnership is formed by

“the association of two or more persons to carry on as co-owners
a business for profit, whether or not the persons intend to form
a partnership.”

Vt. Stat. Ann. tit. 11, § 3212 (a).

Thus,

“[i]n deciding whether a partnership has been created by a tacit
agreement, courts must examine the facts to determine whether
9

the parties carried on as co-owners of a business for profit.”
Harman v. Rogers, 510 A.2d 161, 164 (Vt. 1986).

“An agreement

to share the profits and losses of an adventure is an essential
element of a partnership.”
97 A.2d 245, 248 (Vt. 1953).

Raymond S. Roberts, Inc. v. White,
Where the rights in question are

between the alleged partners only, “there must be a
manifestation of an intent to be so bound.”
164.

Harman, 510 A.2d at

This manifestation may be demonstrated by an express

agreement between the parties or inferred from their conduct and
dealings with one another.

Roberts, 97 A.2d at 248.

It is undisputed that Proctor was the sole proprietor of
Synergy when Cressy began working there in 1994.

However,

Cressy asserts that the business morphed into a partnership over
the course of his time working there.

In support, he puts forth

evidence of both express and implied partnership.

Cressy first

alleges that Proctor expressly manifested an intent to form a
business partnership by stating on multiple occasions that
Cressy was his business partner.

Basically, Cressy recalls a

specific conversation from 1996 during which Proctor referred to
him as a “partner” in a business sense, and several other
instances in which he made similar references.
Cressy also argues that a partnership can be inferred from
the fact that the two pooled their property, labor, skills, and
experience in the business, and that Cressy was never paid any
10

salary for his work.

He also asserts that Synergy’s profits

went toward purchasing Cressy and Proctor’s collective real and
personal property (such as the Ryegate property and their
antique collection) and that this demonstrates that the two were
sharing in the profits and losses of the business.

However, it

is undisputed that Cressy never invested his own money into the
business, nor did he contribute individually to the purchase of
any of their “shared” personal or real property.
These facts, even when viewed liberally in Cressy’s favor,
do not support a finding that the parties entered into a
partnership.

It is not enough that Cressy devoted significant

working hours to Synergy.

For a partnership to exist, Cressy

needed to have authority and control over the business.

The

undisputed facts indicate that Cressy never represented himself
as an owner or principal of Synergy.

In all of the credit

applications prepared on behalf the business, Proctor is named
as the “sole proprietor,” “owner,” or “principal.”
invested in or lent his own money to Synergy.

Cressy never

He also never

undertook any financial obligations on behalf of the business
nor was he liable for any of its debts.

Other than the alleged

reference to a partnership in 1996, Cressy does not assert that
there was any agreement to split Synergy’s proceeds and there is
no evidence that the two men ever agreed to share their losses,
thereby failing two “essential elements” of a partnership.
11

Furthermore, it is undisputed that Cressy did not have
authority to represent Synergy in dealings with third parties.
For example, Cressy never had nor does he allege that he had
power to authorize payments on behalf of Synergy.

In his

deposition, Cressy states that he was granted check-signing
privileges at one point, but Proctor revoked them.

As Proctor

persuasively points out in his motion for summary judgment, the
fact that Proctor could “unilaterally rescind [Cressy’s] check
signing authority . . . stands as testament to who actually
owned Synergy.”

Def.’s Mot. Summ. J. 13.

Finally, Cressy does

not allege that Proctor ever referred to him as a partner beyond
the conversation between the two of them alone in 1996.

Even

assuming that Proctor did tell Cressy at one point that they
were business partners, this conversation is essentially the
only evidence that Cressy advances in support of his partnership
theory.

It alone is not enough to establish a partnership under

the law, and the Court therefore grants summary judgment to
Proctor as to Count I.2
III.

Express/Implied Contract (Counts II and III)

Cressy argues in the alternative that he is entitled to a
share of Proctor’s property pursuant to an express or implied

2

As Synergy no longer exists as a company, any alleged partnership property
would be a share of Proctor’s real and personal property, the same relief
Cressy seeks under his contract-based claims. Thus, while Cressy may not
proceed on his Partnership claim, he still will be able to seek a portion of
Synergy’s proceeds via his remaining claims.

12

contract.

The only difference between express and implied

contract claims is the evidence used to establish the agreement
between the parties.
47 (Vt. 1922).

Peters v. Poro’s Estate, 117 A. 244, 246–

An express contract is shown through spoken or

written words; an implied contract “is to be inferred from the
circumstances, the conduct, acts or relation of the parties
rather than from their spoken words.”

Id.

Cressy must also

show a mutual expectation to be bound by the agreement.
Boisvert’s Estate, 370 A.2d 209, 211 (Vt. 1977).

In re

This mutual

expectation can be demonstrated by “evidence of the
circumstances under which these services were performed, the
relative situations of the parties and their financial
circumstances.”

Id.

Cressy’s contract claims are based on an express or implied
agreement that Cressy would work for Synergy in exchange for an
equal share of the profits earned and property acquired by the
couple.

Cressy puts forth several facts to support this theory.

Cressy primarily asserts that a contract can be implied because
he never received a paycheck for his — arguably substantial —
work at Synergy.

Instead, all of the profits of the business

went to their shared expenses and toward the purchase of the
properties in Vermont.

According to Cressy, “[e]verything was

paid for out of funds from the business” and that the two always
referred to their real and personal property as “ours.”
13

Cressy

therefore posits that instead of being paid for his services at
Synergy, it was mutually understood that his distribution would
be used to fund property to which he would have an equal claim.
Because all of their finances were managed together, Cressy
argues that there was a reasonable inference of “an agreed-upon
equal interest in Synergy’s proceeds.”

Pl.’s Opp’n Mot. Summ.

J. 17.
Proctor nonetheless argues that summary judgment is proper
because Cressy cannot demonstrate any “intent to be bound” to
support an express or implied contract.

At summary judgment,

the Court must make all inferences in favor of Cressy.

While

Cressy does not provide enough evidence to sustain an express
contract finding, there is enough support on the record to
support a reasonable inference that an implied contract arose
between the parties.

Summary judgment is therefore denied as to

Counts II and III.
IV.

Equitable Claims (Counts IV-VI)

Counts IV through VI assert equitable grounds for relief as
alternatives to Cressy’s partnership and contract claims on the
theories of unjust enrichment, promissory estoppel, and quantum
meruit.
a. Unjust Enrichment (Count IV)
Cressy’s first equitable ground for relief arises under a
theory of unjust enrichment.

“Under a quasi-contract theory of
14

unjust enrichment, the law implies a promise to pay when a party
receives a benefit and retention of the benefit would be
inequitable.”

Brookside Memorials, Inc. v. Barre City, 702 A.2d

47, 49 (Vt. 1997).

“[T]he inquiry is whether, in light of the

totality of the circumstances, it is against equity and good
conscience to allow defendant to retain what is sought to be
recovered.”

Legault v. Legault, 459 A.2d 980, 984 (Vt. 1983)

(citations omitted).

Cressy asserts multiple bases for his

unjust enrichment claim, namely, that he put in extensive hours
without pay at Synergy and made significant contributions to the
Ryegate property.

He thus argues that it would be inequitable

for Proctor to retain the value of his as-yet uncompensated
work.

According to multiple testimonials, Cressy spent a

significant amount of time working for Synergy — sometimes up to
10 or 11 hours per day.

Assuming this is true (as the Court

must when assessing Proctor’s motion), this means that Cressy
provided substantial free labor to Synergy.

Because Proctor was

Synergy’s sole proprietor, the benefit of this free labor ran
directly to Proctor.

Thus, Proctor indubitably received a

benefit from Cressy’s contribution to his business such to
satisfy the first element of an unjust enrichment claim.
The question therefore becomes whether such benefit has
been inequitably retained by the defendant.

The Court makes

this determination in light of the totality of the
15

circumstances; “whether there is unjust enrichment may not be
determined from a limited inquiry confined to an isolated
transaction” and instead requires a “realistic determination
based on broad view of the human setting involved.”
(quotations omitted).

Id. at 984

It is undisputed that Cressy was not paid

(at least in a traditional sense) for his contributions to
Synergy.

However, Proctor argues that these benefits were not

inequitably retained because Cressy received considerable
recompense in return for his work — Proctor paid for Cressy’s
lodging, expenses, entertainment, and meals.

However, there are

significant facts in dispute that preclude the Court from
awarding Proctor summary judgment on Cressy’s unjust enrichment
claim.

While Proctor alleges that Cressy was rewarded for his

contributions at Synergy, the extent — and therefore necessarily
the value — of his work is disputed.

Furthermore, while it is

undisputed that Proctor paid for many of the couple’s
expenditures, it is disputed whether the parties treated the
property purchased with Synergy profits as joint property.
Thus, it is impossible to determine at this juncture whether
Cressy received “compensation” from Proctor commensurate with
the benefits Proctor obtained from Cressy’s work.

Thus, based

on the current record, it cannot be established as a matter of
law whether Proctor retained the benefits of Cressy’s work at

16

Synergy in an inequitable manner, and Cressy’s unjust enrichment
claims survive Proctor’s motion for summary judgment.
In addition to his work at Synergy, Cressy also argues
that he should receive equitable relief based on his
contributions to the Ryegate property.

While Cressy’s unjust

enrichment claims regarding his work at Synergy may proceed,
this second theory fails.

Cressy states that he spent a full

day every week working on the property, including mowing,
maintenance, fence repair, and the like.

Even assuming this to

be true Cressy’s household contributions cannot form the basis
of an unjust enrichment claim, because
[o]rdinarily, where services are rendered and
voluntarily accepted, the law will imply a promise
upon the part of the recipient to pay for them; but
where the services are rendered by members of a
family, living as one household, to each other, there
will be no such implication from the mere rendition of
services. . . . The reason for this exception to the
ordinary rule is, that the household family
relationship is presumed to abound in reciprocal acts
of kindness and good-will, which tend to the mutual
comfort and convenience of the members of the family,
and are gratuitously performed.
Sullivan v. Delisa, 923 A.2d 760, 769-70 (Conn. 2007)
(quotations omitted).

Courts in Vermont have applied a similar

presumption to find that “when individuals stand to each other
in a family relation . . . the law implies no contract for
wages.”

Davis v. Goodenow, 27 Vt. 715, 719 (1855).

In this

case, it is undisputed that Cressy contributed to household

17

maintenance at Ryegate—perhaps significantly — but he also
received the benefits of these contributions, as he lived on the
property throughout the duration.

Thus, there is no evidence

that these benefits were inequitably retained by Proctor and the
Court will not allow these acts to form the basis of Cressy’s
unjust enrichment claim.
b. Promissory Estoppel (Count V)
Cressy also seeks equitable relief under a promissory
estoppel theory.

To prevail on a claim of promissory estoppel,

the plaintiff must show that (1) defendant made a promise to the
plaintiff; (2) that the defendant should have reasonably
expected that the promise would induce action or inaction by the
plaintiff; (3) that the promise actually did induce action or
inaction; and (4) that justice requires enforcement of the
promise.

Tour Costa Rica v. Country Walkers, Inc., 758 A.2d

795, 799-800 (Vt. 2000).

“In determining whether a plaintiff

reasonably relied on a defendant’s promise, courts examine the
totality of the circumstances.”

Id.

In support of his

promissory estoppel claim, Cressy asserts that Proctor made
“numerous specific promises” to him that their accumulated
earnings and property would be shared equally in exchange for
Cressy’s contributions to Synergy, and that he relied on these
promises to his detriment.

He submits that such a promise would

provide sufficient inducement for him to work without pay for
18

many years, and that the fact that he did so demonstrates that
he actually relied on this promise.
In his motion for summary judgment, Proctor contends that
Cressy’s promissory estoppel claim should fail because Cressy
cannot demonstrate any promise.

It is certainly disputed

whether Proctor actually made such a promise; however, this
dispute does not support summary judgment in Proctor’s favor.
Instead, it is reasonable to infer that Proctor’s references to
“our” home and “our” business could have led Cressy to believe
that such a promise existed and to reasonably rely on it.
Further, a reasonable jury could find that, assuming such a
promise actually occurred, the promise did induce such action,
as Cressy worked for Synergy for fourteen years without a
salary.
Proctor also argues that, even if there was a promise,
Cressy did not rely upon said promise to his detriment because
“[Cressy has not alleged that he gave anything up to work at
Synergy.”

Def.’s Mot. Summ. J. 20.

However, again viewing the

facts in the light most favorable to Cressy, it is certainly
reasonable to infer that working 50 to 60 hours a week without
pay (as Cressy alleges) constitutes a detriment.

Viewing the

facts in the light most favorable to Cressy, a reasonable jury
could find that Cressy relied on Proctor’s promise to share in
the profits of Synergy and that this reliance induced him to
19

work there without a salary to his ultimate detriment.

Thus,

the Court denies summary judgment as to the promissory estoppel
claim.
c. Quantum Meruit (Count VI)
Cressy’s final equitable claim arises under a theory of
quantum meruit.

Quantum meruit allows a plaintiff to “receive

the reasonable value of his services where he justifiably relied
on the defendant’s request for those services regardless of
whether the defendant received a benefit.”
Elliot, 542 A.2d 282, 286 (1988).

In re Estate of

Under Vermont law “the

distinction between [unjust enrichment and quantum meruit] lies
not in the alleged wrong committed by the defendant but rather
in the measure of recovery for that wrong.”

DJ Painting, Inc.

v. Baraw Enters., Inc., 776 A.2d 416, 416 n.2 (2001).

Thus, the

issues underlying the Court’s unjust enrichment analysis apply
equally in the quantum meruit context, and summary judgment is
denied for the same reasons.3
Proctor argues that Cressy’s quantum meruit claim should
fail because he never requested that Cressy work for him; Cressy
himself confirmed that he did not “remember a specific
conversation” to this effect and that he “may have volunteered”
because he was available after he left his job at Carol
3

Quantum meruit and unjust enrichment are therefore not distinct causes of
action and instead simply contemplate different measures of damages for the
same harm. If this action is to go before a jury, Cressy would not be
permitted to recover on both claims.

20

Anderson, Inc.

Proctor therefore states that because Cressy

himself acknowledges that he began his work at Synergy as a
volunteer, he cannot demonstrate that he relied on “defendant’s
request for [his] services” such to support a quantum meruit
claim.

However, if the facts are as Cressy contends — if Cressy

was really contributing 10-11 hours per day of work for Synergy
— a jury could reasonably infer that Proctor requested and
wanted Cressy’s labor, and that if he had not wanted it, he
would have informed Cressy of this fact.

As a result, it would

also be reasonable to infer that Proctor benefitted from
Cressy’s uncompensated labor.

Again, as the valuation of

Cressy’s labor remains in dispute, the quantum meruit claims
cannot be decided at summary judgment.
V. Additional Claims Related to Real Property (Count VII)
In Count VII, Cressy asserts his right to a one-half
interest in the Ryegate property based on theories of express,
resulting, and constructive trusts.

For largely the same

reasons as the equitable relief claims, none of Cressy’s trust
theories can be decided at summary judgment.
An express trust is created by a specific intent to create
such a trust.
124.

Savage v. Walker, 2009 VT 8, ¶ 8, 969 A.2d 121,

In support of his express trust claim, Cressy asserts that

he and Proctor made an express oral agreement that the property
would be titled jointly, and the only reason this did not occur
21

was because Cressy was unable to attend the property closing.
He also alleges that the property was purchased with significant
funds from Synergy, and thus from Cressy’s uncompensated work.
In opposition, Proctor denies that he ever indicated to Cressy
that he had a right to a share of the Ryegate property, noting
that the majority of the funds used to purchase the property
came from the sale of his home in Long Beach, not from Synergy.
However, because the Court must make all inferences in Cressy’s
favor at this juncture, it cannot be determined as a matter of
law that no express trust existed here.
Cressy also argues that he is entitled to relief based on a
constructive trust theory.

A constructive trust is an equitable

remedy imposed by a court to prevent one party from being
unjustly enriched at the expense of another.
¶ 8, 969 A.2d at 124.

Savage, 2009 VT 8,

A constructive trust is thus essentially

another form of unjust enrichment, and is controlled by the same
considerations.

Cressy’s constructive trust claim is premised

on the same theory underlying his Unjust Enrichment claim under
Count IV—that Proctor was unjustly enriched by Cressy’s unpaid
work at Synergy.

Cressy argues that because the profits of his

unpaid labor went toward the purchase of the Ryegate property—a
fact that remains in dispute—it would be unjust to allow Proctor
to retain full ownership of the property.

Because triable

issues remain as to Cressy’s theory of unjust enrichment
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regarding his work at Synergy4 and as to the source of the funds
used to purchase the Ryegate property, Cressy’s constructive
trust claim cannot be decided at summary judgment.
Cressy’s final real property claim is based on a resulting
trust theory.

A resulting trust arises by operation of law when

one person purchases real property with his or her own funds and
the property is deeded in another person’s name.

Gregoire v.

Gregoire, 2009 VT 87, ¶ 15, 987 A.2d 909, 912 (citing Pinney v.
Fellows, 15 Vt. 525, 538 (1843)).

Under a resulting trust, the

legal owner of the property holds title for the use and benefit
of the individual who furnished consideration for the property.
Again, because it is disputed whether the funds used to the
purchase the property belonged to Proctor alone or were jointly
owned, it cannot be determined as a matter of law whether or not
a resulting trust existed here.
Proctor nonetheless argues that all three trust claims
should fail on the basis of laches.

“Laches is the failure to

assert a right for an unreasonable and unexplained period of
time when the delay has been prejudicial to the adverse party,
rendering it inequitable to enforce the right.”

Chittenden v.

Waterbury Center Community Church, Inc., 168 Vt. 478, 494
(1998).

In support of his laches argument, Proctor points out

4

However, as with Cressy’s Unjust Enrichment claim under Count IV, Cressy’s
household contributions to the Ryegate property (farm work, etc.) cannot
support his constructive trust claims, and Cressy may not proceed on this
theory on Count VII.

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that while Cressy claims to have relied on Proctor’s promise to
fix the title to the property, he did not discuss changing the
title at any point in the following fourteen years, and that
this delay should preclude Cressy from asserting title now.
Proctor’s laches theory cannot prevail at summary judgment
because it remains disputed whether Cressy’s delay was
unreasonable and whether it was prejudicial to Proctor.

First,

a jury could find that Cressy had a reasonable excuse for not
asserting his right to the Ryegate property earlier.

He was in

a relationship with Proctor for the duration of the delay and
the two lived in the house together.

As a result, Cressy could

have reasonably believed that there was no reason to assert his
rights earlier than he did.

Second, it is disputed whether this

delay caused any prejudice to Proctor.

See Stamato v. Quazzo,

139 Vt. 155, 157 (1980) (the defense of laches does “arise from
delay alone, but from delay that works disadvantage to
another”).

Proctor asserts that he was prejudiced by such delay

because, following Cressy’s departure from Ryegate, Proctor took
out a home equity line of credit based on the understanding that
the title was his alone; any change to this and Proctor could
face admonition for misrepresenting the title to the lender.
However, the facts indicate that Proctor took out this line of
credit after Cressy filed this suit, and therefore it may be
disingenuous for him to base his assertion of prejudice on this
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factor.

Because reasonable jurors could disagree about whether

the delay was unreasonable or prejudicial, the doctrine of
laches does not preclude Cressy’s trust claims.

As a result,

the Court denies Proctor’s motion for summary judgment as to
Cressy’s express, constructive, and resulting trust claims.
CONCLUSION
For the reasons stated above, the Court grants in part and
denies in part Proctor’s motion for summary judgment.

Summary

judgment is granted with respect to Count I and this count is
dismissed.

Summary judgment is also granted in part as to

Cressy’s claims for equitable relief—these claims may proceed
based on Cressy’s contributions to Synergy, but not based on his
theory of household contributions to the Ryegate property.
Summary judgment is denied with respect to all remaining claims.
DATED at Burlington, in the District of Vermont, this 21st
day of May, 2014.
/s/William K. Sessions III
William K. Sessions III
District Court Judge

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