malone 118 main st v hugos restaurant, No. 23-cv-1881 (Vt. Super. Ct. 2026)

Exhibit A, at § 12(b). The dispute centers on the adverbial phrase “to be billed through CAM
based on Tenant’s proportionate share” found at the end of the sentence. Defendant contends
that this adverbial phrase is intended to modify the entire sentence and all of its provisions.
Plaintiff disagrees and contends that it is only intended to modify the last item, water and sewer
charges. Plaintiff argues that the original version of the lease before the parties completed their
edits and modifications along with Plaintiff’s original Letter indicate a different intent by
Landlord and create, at a minimum, an issue of ambiguity that can only be resolved through the
weighing and sifting of this evidence, which is inappropriate for summary judgment.
Legal Analysis
A. Standard of Review
Vermont Rule of Civil Procedure 56 governs motions for summary judgment. “The court
shall grant summary judgment if the movant shows that there is no genuine dispute as to any
material fact and the movant is entitled to as a matter of law.” V.R.C.P. 56(a); see Gross v.
Turner, 2018 VT 80, ¶ 8, 208 Vt. 112; Gilman v. Maine Mut. Fire Ins. Co., 2003 VT 55, ¶ 7, 175
Vt. 554. The moving party must support its assertion with numbered paragraphs with references
to materials in the record. V.R.C.P. 56(c)(1). The nonmoving party must show that the material
facts are in dispute. Boyd v. State, 2022 VT 12, 275 A.3d 155. The nonmoving party does this
through introducing their own admissible evidence. Gross, 2018 VT at ¶ 8. Additionally, the
court gives the nonmoving party the benefit of reasonable doubts and inferences. Brousseau v.
Brousseau, 2007 VT 77, ¶ 5, 182 Vt. 533. If the court determines there are no genuine issues of
material fact, and the movant is entitled to judgment as a matter of law, the court will grant
summary judgment. V.R.C.P. 56(a).
The interpretation of a contract is a question of law. Progressive Northern Ins. Co. v.
Muller, 2020 VT 76, ¶ 11. The purpose of contract interpretation is to implement the parties’
intent at the time the contract was formed. Dep’t of Corrections v. Matrix Health Systems, P.C.,
2008 VT 32, ¶ 12. When the language of the contract is clear on its face from the plain language
of the contract, then the Court will assume that the intent of the parties is embedded within its