By Mike Donoghue, Senior Correspondent
A state judge has ruled a civil lawsuit involving the operation of the Woodstock Foundation will proceed to trial this fall, but only on some preliminary matters to start.
Vermont Superior Court Judge H. Dickson Corbett, in seeking the two-part trial, said he wants to initially resolve the legal questions of whether former longtime Foundation Chair Ellen R.C. Pomeroy and Vice Chair Salvatore Iannuzzi were improperly removed from the board and whether the subsequent actions by the other trustees — including the replacements — are valid.
Pomeroy and Iannuzzi filed a multi-count lawsuit in January 2023 after they said the rest of the foundation board began to secretly remove them from office starting in November 2022.
Pomeroy and Iannuzzi maintain their removal came after they began to investigate multiple credible claims by employees about mismanagement and malfeasance at the Woodstock Inn & Resort and the Billings Farm & Museum, court records note.
They sued Foundation Directors James S. Sligar, the current chair, David M. Simmons, Michael D. Nolan, John T. Hallowell, Douglas R. Horne, William S. Moody, Gail Waddell and Angela K. Ardolic. The two sides recently agreed to drop Moody as a defendant.
Corbett said in a 7-page ruling this week the upcoming trial will focus on the contents of two special board meetings on Nov. 11, 2022 and Nov. 23, 2022 and what has been called an “annual meeting” on Jan. 27, 2023.
Corbett, in granting the tight timeline for the first trial, said the other multiple claims by the plaintiffs could be considered down the road.
The court set deadlines to complete discovery — the formal process of exchanging information by both sides about evidence and witnesses they plan to present at trial. Discovery is designed to avoid trial by ambush and by knowing the strength of the other side, it sometimes helps settle cases.
Corbett said he wants all written discovery for issues to be covered in the first trial shared by July 15 and any responses by Aug. 15.
All depositions — putting witnesses under oath for live questioning and answering by the lawyers — must be done by Sept. 20, the judge said.
Corbett also has directed both sides to complete mediation by Oct. 18 with longtime Burlington lawyer Robert Hemley. The judge agreed with a request by the plaintiffs to have all parties attend in person and avoid a Zoom session.
Mediation allows Hemley, as a disinterested person, to shuffle between rooms containing all the parties to try to help the two sides come to an out-of-court settlement. A settlement in this case could be difficult because the parties have yet to agree on much.
If mediation fails, he wants the parties to be trial ready by Nov. 15.
White River Junction lawyer Michael Hanley, on behalf of the plaintiffs, said Tuesday afternoon he was pleased with the ruling by Judge Corbett. He had proposed a timeline that included a two-week jury trial in Woodstock starting Dec. 2.
“We are happy to proceed with discovery and we look forward to taking depositions at long last,” Hanley said.
He had said earlier the case has been slowed because the defendant trustees and the Foundation had failed to provide discovery since the lawsuit was filed almost 17 months ago.
Witnesses will be required to appear for depositions.
Burlington lawyer Christopher D. Roy, who represents the defendant trustees, said he was not authorized to speak on their behalf.
The Woodstock Foundation did not provide a comment for this story.
The judge’s ruling should reduce the amount of discovery for the first trial, which should help speed up the exchange of information. Norwich lawyer Geoffrey Vitt, on behalf of the foundation, had said there was an estimated 5.7 million emails on the foundation computer server being reviewed. It covered from June 2022 through today. Now the requested emails will be mostly between June 2022 and early 2023.
The defendants had requested a chance to create a Special Litigation Committee to investigate some claims. The defendants had asked the court for a six-month delay to allow the proposed committee to do its work.
In his ruling, Corbett did not appear swayed by the argument and even questioned whether the panel as proposed would be valid.
The judge noted the defendants wanted to create a Special Litigation Committee consisting of people from outside the organization.
“At a minimum, a committee proposed under these circumstances invites questions about the manner in which the external members were selected,” Corbett said. He said it included “the circumstances of the appointment and the understanding with which it was accepted.”
The defense said it had done an exhaustive search to form their four-member Special Litigation Committee.
Hanley had said there was no reason or legal basis to use a Special Litigation Committee in Vermont and to delay the trial. There are no known cases at the Vermont Supreme Court, the Vermont Superior Court or the U.S. District Court for Vermont, he said.
Judge Corbett did not consider two other recent motions filed by Pomeroy and Iannuzzi. They wish to add claims of unjust enrichment by the trustees and failure of the defendants to properly oversee their fiduciary duties.