Rental-Deposit Refunds Follow the Executed Contract, Not Unsigned Drafts or Unfinalized Modifications

1. Introduction

This dispute concerned whether a property owner could retain a substantial wedding-venue rental deposit by invoking a cancellation provision from an unsigned draft or by treating later rescheduling negotiations as a completed contractual modification.

Joshua Merson and Victoria Taravella sought to rent property owned by The Lemelson Group, LLC for a September 2025 wedding. The company’s manager, Emmanuel Lemelson, exchanged proposed contracts with the plaintiffs and their wedding planner. The finalized agreement contained a ninety-day cancellation provision, but an earlier unsigned proposal imposed a substantially stricter 365-day forfeiture provision.

After the plaintiffs canceled more than ninety days before the scheduled rental, the defendant refused to refund their deposit. The parties subsequently explored moving the wedding to July, but never finalized or signed a modification. The plaintiffs sued for the return of their deposit, and the defendant asserted counterclaims.

The principal issues were which contract governed, whether the later communications modified that contract, and whether the defendant identified any genuine factual dispute requiring trial. A separate appellate issue concerned whether the defendant had preserved its accord-and-satisfaction argument.

2. Material Facts and Procedural History

The defendant appealed from the judgment entered by the Superior Court, Lamoille Unit, Civil Division. The Supreme Court affirmed.

3. Summary of the Opinion

The Supreme Court concluded that the undisputed record established one executed contract: the finalized February 19 agreement containing the ninety-day cancellation provision. Neither the unsigned February 5 proposal nor an invoice’s reference to a “wedding” created a genuine dispute about the governing terms.

The court also rejected the defendant’s contention that the parties had entered into a modified arrangement for July. The operative contract required modifications to be written and signed by the parties in interest. Although the parties discussed rescheduling and exchanged proposed changes, they never finalized an agreement or signed a written modification.

The defendant’s arguments based on waiver, equitable estoppel, and electronic contracting did not alter that conclusion because the undisputed facts did not support them. Its separate accord-and-satisfaction theory was not addressed on the merits because the defendant failed to demonstrate that it had raised the argument below.

The plaintiffs were therefore entitled to summary judgment on their breach-of-contract claim. The affirmance also left intact the rejection of the defendant’s counterclaims. The opinion identifies the deposit amount but does not separately specify the final judgment amount after any permitted fees.

4. Analysis of the Cited Precedents

Est. of Kuhling v. Glaze, 2018 VT 75, ¶ 38, 208 Vt. 273

The trial court cited this decision for the general proposition that parties may modify their contractual agreements through their course of performance or dealings. That principle acknowledges that contractual relationships can evolve through conduct rather than solely through formal replacement documents.

The present dispute, however, involved an express provision requiring modifications to be made in writing and signed by the parties in interest. The trial court treated that language as clear and controlling. More importantly, the record showed continuing negotiations rather than a completed modification: proposed terms remained disputed, and the plaintiffs repeatedly requested a signed agreement.

The citation therefore supplied the general background rule, while the contract’s particular language and the absence of a finalized amendment supported the result. The opinion should not be read as holding that conduct can never affect a written-modification requirement; it rejected the defendant’s position on this record.

Jackson v. Jackson as Tr. for William Jackson Tr. of 1939, 2025 VT 29, ¶ 23, 221 Vt. 115

The opinion identifies this case as having overruled Est. of Kuhling v. Glaze in part on other grounds. This is a qualification concerning the earlier decision’s precedential status, not an independent basis for resolving the rental dispute.

The supplied opinion does not describe the overruled issue or otherwise develop Jackson v. Jackson as Tr. for William Jackson Tr. of 1939. Its significance here is therefore limited: the court continued to use the course-of-performance proposition from Est. of Kuhling v. Glaze, while acknowledging the later partial overruling.

Gordon v. Bd. of Civ. Auth. for Morristown, 2006 VT 94, ¶ 4, 180 Vt. 299

This precedent supplied the governing summary-judgment standard. The moving party must establish that there is no genuine issue of material fact and that judgment is warranted as a matter of law. The Supreme Court reviewed the ruling de novo, applying the same standard as the trial court.

The standard was decisive because the defendant’s competing account lacked evidentiary support. Calling the documents “two distinct contracts” did not establish that the plaintiffs accepted both. Similarly, describing the rescheduling exchanges as a modification did not establish agreement on final terms or compliance with the signed-writing requirement.

The court thus treated the dispute as suitable for legal resolution without trial: the relevant documentary record did not support the alternative contractual obligations the defendant asserted.

Lane v. Town of Grafton, 166 Vt. 148, 153 (1997)

The court cited this decision for the rule that failing to raise a reason against summary judgment in the trial court precludes raising it on appeal. That rule prevents an appellant from seeking reversal on a theory the trial court was not given an opportunity to consider.

The defendant argued on appeal that accord and satisfaction relieved it of the refund obligation. Because it did not show that this theory had been raised below, the Supreme Court declined to address it. This was a preservation ruling, not a substantive rejection of accord and satisfaction.

In re S.B.L., 150 Vt. 294, 297 (1988)

This decision reinforced the appellant’s responsibility to identify reversible error. The Supreme Court explained that it would not comb the record searching for error on the appellant’s behalf.

Together with Vermont Rule of Appellate Procedure 28(a)(4), this precedent supported the requirement that the defendant explain its issues, demonstrate preservation, and provide relevant authorities and record citations. The same concern appeared in the court’s treatment of the invoice argument, for which the defendant supplied no record citation.

5. Legal Reasoning

A. The executed agreement controlled over the earlier proposal

The documentary sequence identified the governing contract. Lemelson sent a finalized agreement after negotiations and revisions; the plaintiffs replied directly to that email with signed signature pages. Their deposit payment followed, and Lemelson acknowledged receipt.

There was no evidence connecting their acceptance to the earlier February 5 proposal. The defendant’s later attachment of that unsigned draft could not retroactively establish assent to its 365-day cancellation provision.

The court also rejected the suggestion that an invoice mentioning a “wedding” showed acceptance of the earlier terms. That description concerned the rental’s purpose, not the applicable cancellation period. Even apart from the missing record citation, it did not create a factual dispute over acceptance of an unsigned contract.

B. Negotiating a new date did not complete a modification

The distinction between preliminary agreement on a possible date and agreement on an enforceable modification was central. Although the wedding planner indicated that the plaintiffs wished to proceed with a July event, she also requested an adjusted contract and emphasized the need to finalize it.

The ensuing exchanges concerned additional charges, rental duration, conditions, and proposed revisions. The plaintiffs requested a signature line for Lemelson because they considered his signature necessary to amend the original agreement. These facts supported the conclusion that essential documentation and terms remained unresolved.

The operative agreement also made prior agreements ineffective and required subsequent changes to appear in a signed writing. No revised contract or addendum was signed, either in ink or electronically.

C. Waiver, estoppel, and electronic records lacked factual support

The defendant argued that the parties’ conduct waived the signed-writing requirement and that equitable estoppel prevented the plaintiffs from disavowing the July arrangement. The Supreme Court found the undisputed facts insufficient to support either position.

The plaintiffs’ repeated insistence on a signed modification was particularly inconsistent with treating the negotiations as an unquestioned final agreement. The opinion does not undertake a separate, element-by-element analysis of equitable estoppel, so its rejection should be understood as record-specific rather than as a broad limitation on that doctrine.

The defendant also invoked the Vermont Uniform Electronic Transactions Act, 9 V.S.A. § 276. The court did not hold that electronic signatures or email agreements are categorically ineffective. Instead, it found no finalized modification and no signed written amendment in the record. Recognizing electronic transactions does not itself establish that particular communications contain final assent or the required signatures.

D. The original cancellation provision remained enforceable

Because the September agreement remained unchanged, its ninety-day cancellation provision governed. The plaintiffs’ April cancellation qualified for a refund, and their May reaffirmation also occurred outside the ninety-day forfeiture period.

The trial court identified two refusals to perform the refund obligation: the initial refusal based on the unsigned 365-day clause and the later refusal after rescheduling negotiations failed. Exploring a possible replacement arrangement did not, on these facts, eliminate the plaintiffs’ existing contractual right.

6. Complex Concepts Simplified

Summary judgment

A decision without trial when no genuine dispute about an outcome-relevant fact exists and the law entitles one side to judgment. Unsupported assertions do not necessarily create such a dispute.

De novo review

The appellate court independently examines whether summary judgment was proper, using the same legal standard as the trial court.

Meeting of the minds

Mutual agreement to the same contractual terms, assessed through the parties’ communications and conduct. Here, the signed response to the finalized agreement identified the accepted terms.

Contract modification

An agreed change to an existing contract. Discussing possible changes is not necessarily the same as completing them, particularly where the contract requires a signed writing.

Waiver

Giving up a contractual right or requirement. The court found no factual basis for treating these negotiations as a waiver of the signed-modification requirement.

Equitable estoppel

A doctrine that may prevent a party from taking a position inconsistent with conduct on which another party reasonably relied. Its application depends on supporting facts, which the court found lacking here.

Accord and satisfaction

A doctrine involving an agreement to accept substitute performance and its satisfaction. The court did not decide whether it applied because the defendant failed to demonstrate preservation.

Issue preservation

The requirement to present an argument adequately in the trial court before seeking appellate review of it.

7. Potential Impact and Practical Significance

Because the order is expressly nonprecedential, it does not bind future courts. Nevertheless, its reasoning illustrates several important lessons for rental agreements and contract litigation.

• Final-document identification matters. Parties should preserve the complete executed agreement and communications connecting signatures to a particular version.
• Cancellation terms must come from the operative contract. A party cannot substitute a more favorable provision from an unaccepted draft.
• Rescheduling should be documented clearly. Negotiations over new dates, pricing, and conditions may leave the original agreement unchanged until the required amendment is completed.
• Electronic form does not replace proof of agreement. Email exchanges must still establish the relevant assent and satisfy applicable contractual requirements.
• Appellate arguments require preservation and record support. A potentially relevant legal theory may receive no merits review if the appellant does not demonstrate that it was properly raised below.

The decision does not establish that every signed-writing clause defeats every possible waiver claim, or that wedding deposits are generally refundable. The result depended on this contract’s express refund provision and the undisputed evidence concerning acceptance and modification.

8. Conclusion

The Supreme Court affirmed because the executed agreement—not an unsigned earlier draft—governed the parties’ obligations. Its ninety-day cancellation provision entitled the plaintiffs to the contractual refund, and unfinished rescheduling negotiations did not establish a replacement arrangement.

The order’s broader significance lies in its disciplined attention to documentary assent, contractual amendment requirements, evidentiary support, and appellate preservation. Those are practical applications of existing law, not a new binding precedent.