A. Brown, Inc. v. Vermont Justin Corp.
531 A.2d 899, 148 Vt. 192, 1987 Vt. LEXIS 473 (1987)
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Rule of Law:
Damages that naturally and usually flow from a breach of contract are considered to be within the reasonable contemplation of the parties at the time of contracting and do not require special proof of foreseeability or documentation precise to the penny.
Facts:
- A. Brown, Inc. leased a commercial property from Vermont Justin Corp. under an agreement where the landlord was responsible for all exterior and structural repairs.
- A. Brown, Inc. operated a retail business in the premises, selling appliances, electronics, and other goods.
- Beginning in early 1978, A. Brown repeatedly notified Vermont Justin Corp. that the roof was leaking and required repair.
- Vermont Justin Corp. performed two minor and ineffective repairs in 1978 and 1979, but the leaking persisted.
- In the fall of 1980, the water-saturated interior ceiling collapsed, damaging merchandise in the showroom, the showroom itself, and a furnace.
- Between 1980 and 1983, Vermont Justin Corp. continued to neglect the roof despite further notices, leading to more interior damage and the need to replace a second furnace.
- The leaking continued until a new owner acquired the building in October 1983 and finally repaired the roof.
Procedural Posture:
- A. Brown, Inc. sued its landlord, Vermont Justin Corp., in a Vermont trial court for damages resulting from a breach of the lease.
- Vermont Justin Corp. counterclaimed for unpaid property taxes on a separate property.
- The trial court found for the plaintiff, A. Brown, Inc., and awarded it $24,500 in damages.
- The trial court also found for the defendant on its counterclaim, awarding an agreed-upon sum of $1,238.48.
- The defendant, Vermont Justin Corp., as the appellant, appealed the judgment on the plaintiff's claim to the Supreme Court of Vermont.
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Issue:
Did the tenant provide sufficient evidence to establish that the landlord's failure to repair a leaking roof was the probable cause of the tenant's damages and to prove the monetary value of those damages?
Opinions:
Majority - Barney, C.J.
Yes. The tenant provided sufficient evidence to establish both causation and the monetary amount of the damages. The court found that damages resulting from a landlord's failure to repair a commercial property's roof, such as damage to inventory, repair costs, and lost profits, are general damages that naturally flow from the breach. As such, they are held to be within the reasonable contemplation of the parties at the time of contracting and do not require special proof of foreseeability. The testimony of the plaintiff's CEO regarding the cause of the ceiling collapse was credible circumstantial evidence for the trier of fact to weigh, even though the witness used the word 'speculate' to mean he did not see the collapse happen in real time. Furthermore, monetary damages can be proven through testimony providing reasonable estimates from qualified witnesses; precise documentation is not required, as the weight of such evidence is a matter for the trial court to determine.
Analysis:
This decision reinforces the distinction between general damages, which are presumed foreseeable in a breach of contract, and special or consequential damages, which require a higher burden of proof. By classifying a commercial tenant's inventory loss and business interruption costs as general damages flowing from a landlord's failure to repair, the court lowers the evidentiary bar for tenants seeking recovery. The ruling also clarifies that witness testimony providing reasonable damage estimates is sufficient evidence, affirming that the weight and credibility of such evidence are matters for the trial court, not the appellate court, to decide. This strengthens the position of plaintiffs who may lack precise documentation but can offer credible testimony about their losses.
