Randall C. Belyea v. Heather A. Campbell — 2024 ME 62

MAINE SUPREME JUDICIAL COURT 	Reporter of Decisions
Decision: 	2024 ME 62
Docket: 	BCD-23-454
Argued: 	June 6, 2024
Decided: 	August 13, 2024
Panel: 	STANFILL, C.J., and MEAD, CONNORS, LAWRENCE, and DOUGLAS, JJ.
RANDALL C. BELYEA
v.
HEATHER A. CAMPBELL
LAWRENCE, J.
[¶1] 	Randall C. Belyea appeals from decisions of the Business and
Consumer Docket (BCD) (Duddy, J.) (1) granting Heather A. Campbell’s motion
for judgment as a matter of law on Belyea’s claim for conversion and
(2) entering, notwithstanding a jury verdict in favor of Belyea, a judgment as a
matter of law in favor of Campbell on Belyea’s claim for breach of contract.
Belyea contends that the court erred in concluding there was insufficient
evidence of an enforceable contract between him and Campbell and that,
because a contract did exist, the court also erred in denying his claim for
conversion against Campbell. We disagree and affirm.

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I. BACKGROUND
A. 	Facts
[¶2] “The evidence in the record supports the following facts, viewed in
the light most favorable to” Belyea. Tobin v. Barter, 2014 ME 51, ¶¶ 1-2, 89 A.3d
1088.
[¶3] In 2011, Belyea was the sole shareholder and president of Belyea
Enterprises, Inc. (BEI), a corporation that delivered FedEx packages along
certain 	routes 	under 	a 	five-year 	contract 	with 	FedEx 	that 	expired 	on
September 23, 2016. 	The contract with FedEx identified Belyea as the
“Authorized Officer” for BEI. Belyea maintained BEI’s trucks; hired, fired, and
communicated with BEI’s drivers; and, as the sole shareholder, was entitled to
BEI’s net profits realized from the contract.
[¶4] In the spring of 2016, while negotiating a renewal of the contract
with FedEx, Belyea was informed that FedEx would not renew the contract
because 	he 	was 	“disqualified 	as 	a 	FedEx 	contractor” 	as 	a 	result 	of 	a
misdemeanor charge from 2012. 	Due to his disqualification, Belyea was not
allowed to be present at the FedEx terminal, drive a vehicle associated with
FedEx, or meet with FedEx representatives. 	The sole source of BEI’s income
was the FedEx contract.

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[¶5] Belyea had always planned to leave BEI to his oldest son and, after
learning that he was “disqualified as a FedEx contractor,” decided to put the
contract in his son’s name immediately and to transfer his interest in BEI to his
son in exchange for payment and his continued employment. Campbell, who
was Belyea’s fiancée and BEI’s bookkeeper, wanted Belyea to put the contract
in her name instead of his son’s name. 	Campbell “promised” Belyea that
“[n]othing was going to change” regarding the business; Belyea would continue
to own the business and remain entitled to its profits, and Campbell would be
“owner on paper only” and “deal with” the FedEx representatives at the
terminal. Belyea understood this to mean that he would remain the owner and
run the business.
[¶6] BEI ultimately “executed a renewal contract with the understanding
that [Belyea] would transfer his ownership in BEI to Campbell and that
Campbell” would be the “Authorized Officer” in the new contract. On August 10,
2016, Belyea “transferred all of his stock in BEI to Campbell and resigned all
corporate offices.” 	Campbell assumed those offices and became BEI’s sole
shareholder. 	Belyea “received no monetary compensation from Campbell in
exchange for” his BEI stock. BEI had debt from financing the trucks it owned,
but there was money in BEI’s bank accounts.

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[¶7] 	Ostensibly, Belyea’s role at BEI did not change, other than the
aforementioned restrictions expressly imposed by FedEx, until 2018. The BEI
accounts were still in Belyea’s name. 	Belyea’s son knew that BEI was still
Belyea’s business but that it was just in Campbell’s name. 	Campbell listed
Belyea as the owner on a loan application and referred to BEI as his business.
At the end of 2018, however, Campbell asked Belyea to leave her home,
terminated his employment with BEI, and restricted his access to BEI’s bank
accounts.
B. 	Procedure
[¶8] On January 14, 2019, Belyea filed a complaint in the Superior Court
(Aroostook County) against Campbell.1 	Belyea’s complaint contained ten
counts: conversion (Count 1), unjust enrichment (Count 2), fraud (Count 3),
constructive trust (Count 4), tortious interference with an advantageous
relationship 	(Count 	5), 	fraudulent 	transfer 	(Count 	6), 	punitive 	damages
(Count 7), breach of contract (Count 8), accounting (Count 9), and injunctive
relief (Count 10). 2 	With respect to Count 1, Belyea alleged that Campbell
1 The complaint also named, as parties in interest, BEI; Federal Express Corporation; and Tobias
Henderson, whom Belyea alleged was Campbell’s cousin.
2 Only Counts 1 and 8 are at issue on appeal.

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“succeeded to the title” of BEI’s president “in name only”; that Campbell
“understood her limited role in the transfer of ownership,” with Belyea
“continu[ing] to be the sole beneficial owner” of BEI; and that Campbell’s
refusal to relinquish ownership of BEI constituted conversion of Belyea’s
interest in BEI. With respect to Count 8, Belyea alleged that the transfer of his
ownership to Campbell constituted a contract, which Campbell breached.
[¶9] 	With the complaint, Belyea also filed a motion for a temporary
restraining order, and the court (Stewart, J.) signed a temporary restraining
order that day enjoining Campbell from “selling, transferring, or encumbering”
BEI or any assets of BEI.
[¶10] On February 14, 2019, Belyea filed an amended complaint, which
named FedEx Ground Package System, Inc., in place of Federal Express
Corporation as a party in interest.3 	On February 15, 2019, Campbell filed an
answer. The BCD (Duddy, J.) accepted the case for transfer. On March 4, 2022,
a joint pretrial statement was filed, and on October 26, 2023, stipulated facts
were filed.
3 The parties in interest ultimately obtained final judgment in their favor, and Belyea did not
appeal from the judgment as to them. This opinion does not discuss the parties in interest further.

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[¶11] 	A 	four-day 	jury 	trial 	was 	held 	from 	October 	30 	through
November 2, 2023. Six of the counts (Counts 1, 3, and 5 through 8) were tried
before the jury. After Belyea rested, Campbell moved for judgment as a matter
of law. 	The court granted Campbell’s motion with respect to Count 1
(conversion), 	Count 	5 	(tortious 	interference), 	and 	Count 	6 	(fraudulent
transfer). 	Regarding Count 1, the court confirmed that Belyea was alleging
conversion in 2018. The court determined that because Campbell was the sole
owner of the BEI stock when Belyea demanded the return of property in 2018,
“Belyea had no legal interest in the company at all” and “no right to demand its
return under a conversion claim.”
[¶12] 	The 	court 	reserved 	judgment 	on 	the 	motion 	regarding
Count 3 (fraud), Count 7 (punitive damages), and Count 8 (breach of contract).
At the conclusion of all the evidence, Campbell renewed her motion for
judgment as a matter of law. The court stated that the counts were “hanging by
a thread” and that it was concerned “that the alleged terms of the alleged
contract are too ambiguous,” but it reserved ruling on the motion and allowed
the counts to be presented to the jury to ensure judicial economy.
[¶13] The jury found against Belyea on Count 3 (fraud), and, considering
this verdict, the court later entered judgment in favor of Campbell on Count 7

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(punitive 	damages). 	Regarding 	Count 	8 	(breach 	of 	contract), 	the 	jury
determined that Belyea proved, by a preponderance of the evidence, that
Campbell breached their contract and caused him damages, and it awarded him
$250,000. Campbell then renewed her motion for judgment as a matter of law,
notwithstanding the jury verdict, regarding Count 8. 	The court granted the
motion and entered judgment as a matter of law in favor of Campbell on that
count.
[¶14] The court concluded that the jury could not have reasonably found
for Belyea on an “essential element of the claim”—that the parties had reached
“a meeting of the minds on specific terms to form a contract”—because the
terms of the alleged contract were “vague, indefinite, not specific, and probably
impossible to use as a term, even if they were specific.”4 	The court further
explained that none of the terms would “allow for a sufficiently definite
understanding to permit enforcement”; that it was “not possible that things
were going to remain the same” because Belyea could no longer, inter alia,
communicate with FedEx or negotiate contracts for BEI; and that the alleged
4 The court stated, “The terms had been variously framed by [Belyea] as . . . the business would
continue to belong to Mr. Belyea. Nothing would change. Ms. Campbell would remain an owner on
paper only. Mr. Belyea would retain the benefit of ownership. And that’s pretty much the agreement
and pretty much what was described in the complaint.”

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contract’s terms did not provide, for example, any length of time for the terms
to remain in effect or anything regarding reconveyance.
[¶15] The court next addressed Count 2 (unjust enrichment), which was
tried to the bench, and it entered judgment in favor of Belyea in the amount of
$63,534. The court then addressed and entered judgment in favor of Campbell
on the remaining counts: Count 4 (constructive trust), Count 9 (accounting),
and Count 10 (injunctive relief). 	The court vacated the previously entered
preliminary injunction.
[¶16] 	On November 7, 2023, the court entered a written judgment in
favor of Campbell on Counts 1 and 3 through 10 and in favor of Belyea on
Count 2 in the amount of $63,534. Belyea timely appealed.
II. DISCUSSION
A. 	Breach of Contract
[¶17] 	Belyea contends that the court erred in concluding there was
insufficient evidence of an enforceable contract. He argues, inter alia, that the
contract was definite and sufficiently specific, particularly considering the
parties’ close relationship; that there was evidence of the parties’ intent to be
bound by the contract’s terms, including the post-contract conduct of the
“parties and those around them”; that the contract was enforceable, even

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assuming 	terms 	were 	missing; 	and 	that 	performance 	was 	possible 	and
occurred. 	He contends that the terms of the contract were “(1) [Campbell]
would receive BEI in name only (‘on paper’), and (2) [Belyea] would retain
ownership except ‘on paper.’” 5
[¶18] 	Pursuant to M.R. Civ. P. 50(a), a court may grant a motion for
judgment as a matter of law before submitting a claim to the jury “if the court
determines that, viewing the evidence and all reasonable inferences therefrom
most favorably to the party opposing the motion, a jury could not reasonably
find for that party on an issue that under the substantive law is an essential
element of the claim.” Pursuant to M.R. Civ. P. 50(b), “[i]f a verdict was returned
the court may . . . reopen the judgment and . . . direct the entry of judgment as a
matter of law.”
[¶19] “On appeal from a judgment entered as a matter of law pursuant
to Rule 50(b), we examine the jury’s verdict to determine if any reasonable view
of the evidence and those inferences that are justifiably drawn from that
evidence supports the jury’s verdict.” 	Tobin, 2014 ME 51, ¶ 8, 89 A.3d 1088
(quotation 	marks 	omitted); 	see 	Me. 	Energy 	Recovery 	Co. 	v. 	United 	Steel
5 Belyea requests that we vacate the court’s judgment and remand for the court to reinstate the
jury’s award in his favor, which might “also include the creation of a constructive trust (Count [4]) to
administer the disbursement of that award.”

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Structures, Inc., 1999 ME 31, ¶ 6, 724 A.2d 1248 (“In reviewing a trial court’s
disposition of a motion for a judgment as a matter of law, we view the evidence
together with all justifiable inferences in the light most favorable to the party
opposing the motion.” (quotation marks, alteration, and emphasis omitted)).
“If on appeal” we find “that the court has erroneously entered a judgment as a
matter of law after trial, [we] may reinstate any verdict and direct the entry of
judgment thereon.” M.R. Civ. P. 50(c).
[¶20] 	“Generally, the existence of a contract is a question of fact to be
determined by the jury.” 	Sullivan v. Porter, 2004 ME 134, ¶ 13, 861 A.2d 625
(quotation marks and alteration omitted). 	“To demonstrate that the parties
had a legally binding contract, the plaintiff must establish that there was a
meeting of the minds between the parties—or mutual assent to be bound by all
the material terms of the contract.” 	Tobin, 2014 ME 51, ¶ 9, 89 A.3d 1088
(quotation marks and alterations omitted). 	The assent must be “either
expressly or impliedly manifested in the contract.” Sullivan, 2004 ME 134, ¶ 13,
861 A.2d 625.
[¶21] 	Further, the contract must be “sufficiently definite to enable the
court to ascertain its exact meaning and fix exactly the legal liabilities of each
party.” 	Id.; Ault v. Pakulski, 520 A.2d 703, 704 (Me. 1987) (“There is no more

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settled rule of law applicable to actions based on contracts than that an
agreement, in order to be binding, must be sufficiently definite to enable the
court to determine its exact meaning and fix exactly the legal liability of the
parties.” (quotation marks and alteration omitted)); Doe v. Lozano, 2022 ME 33,
¶ 13, 276 A.3d 44 (“For a binding agreement to exist, the parties must have
mutually intended to be bound by terms sufficiently definite to enforce.”
(quotation marks omitted)). 	According to the Restatement (Second) of
Contracts, “a manifestation of intention . . . intended to be understood as an
offer . . . cannot be accepted so as to form a contract unless the terms of the
contract are reasonably certain.” 	Restatement (Second) of Conts. § 33(1)
(Am. L. Inst. 1981). 	“The terms of a contract are reasonably certain if they
provide a basis for determining the existence of a breach and for giving an
appropriate remedy.” Id. § 33(2). “[M]issing or indefinite essential terms may,
in certain cases, preclude a reasonably calculable remedy or indicate a lack of
contractual intent so as to render an agreement unenforceable . . . .” Fitzgerald
v. Hutchins, 2009 ME 115, ¶ 18, 983 A.2d 382. Such indefiniteness might “relate
to the time of performance, the price to be paid, work to be done, property to
be transferred or other miscellaneous stipulations of the agreement.” 	Id.
(quotation marks omitted).

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[¶22] 	“However, lack of a key term is not necessarily fatal to the
enforcement of a contract, as long as the missing term does not indicate a lack
of contractual intent.” Pelletier v. Pelletier, 2012 ME 15, ¶¶ 15-16, 36 A.3d 903
(explaining that “[a] court may supply a key term missing from a contract using
the standard of reasonableness”). 	Further, “[p]art performance under an
agreement may remove uncertainty and establish that a contract enforceable
as a bargain has been formed.” Restatement (Second) of Conts. § 34(2); see also
Restatement (Second) of Conts. § 34 cmt c. “For a contract to be enforceable,
the parties thereto must have a distinct and common intention which is
communicated by each party to the other.” Stanton v. Univ. of Me. Sys., 2001 ME
96, ¶ 13, 773 A.2d 1045 (quotation marks omitted).
[¶23] We conclude that the court did not err in determining that a jury
could not reasonably find that the terms of the purported agreement between
Belyea and Campbell were sufficiently definite to form an enforceable contract.
See Bragdon v. Shapiro, 146 Me. 83, 84-89, 77 A.2d 598, 599-601 (1951); Ross
v. Mancini, 146 Me. 26, 26-28, 76 A.2d 540, 540-41 (1950). Even viewing the
facts in the light most favorable to Belyea, the terms of the alleged contract did
not “fix exactly the legal liabilities of each party.” Sullivan, 2004 ME 134, ¶ 13,
861 A.2d 625. 	Belyea argues that “[a]ny attempt by [Campbell] to assert

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ownership over BEI, other than in name only, would immediately incur
liability.” 	Even assuming that this contention is true and that the parties
mutually assented to Campbell owning the business in name only with Belyea
remaining the actual owner and running the business, it is not clear what
actions Belyea would have to take to comply with or to violate the contract.
See Ault, 520 A.2d at 704 (“A court cannot enforce a contract unless it can
determine what it is.” (quotation marks omitted)); Cote v. Dep’t of Hum. Servs.,
2003 ME 146, ¶¶ 2, 3 & n.2, 837 A.2d 140 (“[B]efore a court supplies any terms,
it must find that the parties mutually assented to an agreement that, at a
minimum, 	contains 	terms 	that 	enable 	the 	court 	to 	allocate 	liability.”);
Restatement (Second) of Conts. § 33 cmt. a (“If the essential terms are so
uncertain that there is no basis for deciding whether the agreement has been
kept or broken, there is no contract.”).
[¶24] 	Belyea’s role in and Campbell’s involvement with the business
necessarily changed because Belyea was no longer permitted to be at the FedEx
terminal, 	drive 	a 	vehicle 	associated 	with 	FedEx, 	or 	meet 	with 	FedEx
representatives and because the contract was renewed with the understanding
that Campbell, not Belyea, was the “Authorized Officer.” 6 Moreover, the terms
6 A question was posed at oral argument that if nothing changed—after Belyea transferred his
stock in BEI to Campbell and she became the “Authorized Officer” for BEI’s contract with FedEx—

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of the alleged contract were not sufficiently definite regarding the respective
roles and obligations of Belyea and Campbell. 	See Roy v. Danis, 553 A.2d 663,
664-65 (Me. 1989); Ault, 520 A.2d at 704-05; Cote, 2003 ME 146, ¶¶ 2-3, 837
A.2d 140; cf. Tobin, 2014 ME 51, ¶¶ 1-2, 6-7, 11-13, 89 A.3d 1088 (determining
that the parties’ agreement was sufficiently specific and vacating the judgment,
which was entered as a matter of law for the defendant notwithstanding the
jury verdict for the plaintiff on his claim for breach of contract, where the
parties specified the plaintiff’s obligations, the percentage of net proceeds the
plaintiff would receive, and the funds and materials the defendant would
provide the plaintiff); Fitzgerald, 2009 ME 115, ¶¶ 2-4, 17-18, 983 A.2d 382
(determining that oral contract for the plaintiff to assist in selling a power plant
for a commission was sufficiently definite, despite the defendant’s contention
that there was “no evidence regarding the amount of a ‘commission’ to be paid,”
in 	part 	because 	the 	plaintiff 	had 	previously 	sold 	power 	plants 	for 	the
defendant’s company).
[¶25] It is also unclear what Campbell’s remedy would be for any breach
by Belyea. 	See Restatement (Second) of Conts. § 33 cmts. b, f (stating “the
whether the purported contract between Belyea and Campbell would have been part of a scheme to
perpetuate a fraud. However, because neither party raised or briefed this issue, we do not consider
its possible implications on the issues before us in this appeal.

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fundamental policy that contracts should be made by the parties, not by the
courts, and hence that remedies for breach of contract must have a basis in the
agreement of the parties”). 	The parties also did not adequately specify the
contract’s term or any details regarding a possible reconveyance of BEI to
Belyea. See Ross, 146 Me. at 27-28, 76 A.2d at 541 (determining that the terms
of an alleged contract were “too vague and indefinite” to be enforced in part
because “there was no time set during which the employment was to
continue”); cf. Pelletier, 2012 ME 15, ¶¶ 4, 8, 14-16, 36 A.3d 903 (“Because the
parties had agreed on the appraised value of the corporation’s properties,
which properties would go to each [party], and that the division would result
in the [parties] each receiving property or cash of equal total value, it was
reasonable for the court to determine and supply the missing price term.”).
[¶26] In summary, the terms of the alleged contract between Belyea and
Campbell were not sufficiently definite as to (1) the roles of Belyea and
Campbell and their obligations in BEI because Campbell, not Belyea, was the
“Authorized Officer” under the FedEx contract and Belyea’s role was more
restricted due to his disqualification; (2) what action or inaction by Belyea
would violate the contract; (3) what Campbell’s remedy would be for any
breach by Belyea; and (4) the contract’s duration or any details regarding a

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possible reconveyance of BEI to Belyea. The terms of the alleged contract do
not enable a court to determine the contract’s meaning or fix the parties’ legal
liabilities. 	See Pendleton v. Sard, 297 A.2d 889, 892 (Me. 1972). 	The court
therefore did not err, and we affirm the judgment as a matter of law for
Campbell notwithstanding the jury’s verdict for Belyea. Cf. Me. Energy Recovery
Co., 1999 ME 31, ¶ 8 & n.3, 724 A.2d 1248 (determining that the court erred in
vacating the jury verdict and explaining that “[a] court may not vacate a
judgment entered upon a jury verdict in a manner that would constitute a
reexamination of the jury’s factual conclusions”).
B. 	Conversion
[¶27] 	Belyea argues that the court erred in concluding that he had no
right to demand a return of BEI. Belyea contends that because an enforceable
contract existed, pursuant to which he had a legal interest in BEI, Campbell
unlawfully converted that interest to herself and denied him his fair share of
BEI’s profits.
[¶28] In reviewing a court’s “disposition of a motion for a judgment as a
matter of law, we consider the evidence and all justifiable inferences to be
drawn therefrom in the light most favorable to the party opposing the motion.”
Currier v. Toys ‘R’ Us, Inc., 680 A.2d 453, 455 (Me. 1996). 	“The granting of a

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motion for a judgment as a matter of law is improper if any reasonable view of
the evidence could sustain a verdict for the opposing party pursuant to the
substantive law that is an essential element of the claim.” Id.
[¶29] “The gist of conversion is the invasion of a party’s possession or
right 	to 	possession 	at 	the 	time 	of 	the 	alleged 	conversion.” 	Barron 	v.
Shapiro & Morley, LLC, 2017 ME 51, ¶ 14, 157 A.3d 769 (quotation marks
omitted). 	“The necessary elements to establish a claim for conversion are a
showing that (1) the person claiming that his or her property was converted
has a property interest in the property; (2) the person had the right to
possession at the time of the alleged conversion; and (3) the party with the right
to possession made a demand for its return that was denied by the holder.” Id.
[¶30] 	Belyea ties his argument regarding the conversion claim to his
success regarding his claim for breach of contract. Because, as we determined
above, there was not a sufficiently definite contract between the parties, we
conclude the court did not err with respect to Belyea’s conversion claim. Belyea
transferred his stock to Campbell and resigned all corporate offices on
August 10, 2016, and he did not show that he had the right to possession of any
property interest in BEI in 2018. 	See id. ¶¶ 5-8, 15-16; Bell v. Red Ball Potato
Co., 430 A.2d 835, 837-38 (Me. 1981) (affirming determination that the sellers’

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cause of action for conversion failed because the sellers were unable to
demonstrate either an interest in the title or the right to possession of the
disputed goods); see also Possession, Black’s Law Dictionary (12th ed. 2024)
(defining “possession” to mean, in part, “[t]he fact of having or holding property
in one’s power” or “the exercise of dominion over property”).
The entry is:
Judgments affirmed.
Jamesa J. Drake, Esq. (orally), and Rory A. McNamara, Esq., Drake Law LLC,
Auburn and York, for appellant Randall C. Belyea
Robert F. Ward, Esq. (orally), Houlton, for appellee Heather A. Campbell
Business and Consumer Docket docket number CV-2019-16
F OR CLERK REFERENCE ONLY