Will v. Mill Condominium Owners' Ass'n

Summary

The Vermont Supreme Court held that the plaintiff could pursue damages for the loss of use of her condominium after the defendant condominium association conducted a commercially unreasonable foreclosure sale. The court concluded that the damages claim was not barred by the prior remand, waiver, or the availability of rescission, but affirmed summary judgment for the purchasers and denied statutory attorneys’ fees. The court also held that denial of costs was premature and remanded for further proceedings.

Holdings

1. Rescission and money damages are not categorically mutually exclusive remedies when they compensate for distinct harms. Although Will could not recover both rescission and the fair market value of the condominium for the same loss of ownership, she could pursue damages for distinct harms such as loss of use.
2. Unless the Supreme Court expressly limits the remand, the remand encompasses the scope of the error identified on appeal.
3. Will's damages claim was not waived merely because the particular components of damages changed or because she did not separately raise the damages issue in the first appeal.
4. Will was not entitled to attorneys' fees under 27A V.S.A. § 3-116(g) because her declaratory judgment action challenging the foreclosure sale was not a proceeding under the statutory section authorizing the fees.
5. Denial of Will's costs was premature because the trial court appeared initially to contemplate further proceedings and then denied the claims without giving her an opportunity to provide the requested itemized accounting.
6. Summary judgment for Alen and Linda Seiple remained proper because the Supreme Court's prior holding concerning the duty to conduct a commercially reasonable foreclosure sale did not affect Will's claims against them, and Will conceded that her mutual-mistake and unjust-enrichment claims were moot.

Questions Presented

1. Whether Will could pursue money damages for breach of the duty to conduct the condominium foreclosure sale in a commercially reasonable manner after rescission of the sale.
2. Whether the scope of the prior remand barred consideration of Will's damages claims.
3. Whether Will's damages claims were waived because the specific components of damages were not previously pursued or because she did not seek clarification of the remand.
4. Whether Will was entitled to attorneys' fees under 27A V.S.A. § 3-116(g).
5. Whether denial of Will's request for costs was premature.

Disposition

reversed_and_remanded