Michael J. Gosselin Rentals II LLC v. East Shore Drive Properties, LLC

VERMONT SUPREME COURT Case No. 25-AP-288
109 State Street
Montpelier VT 05609-0801
802-828-4774
www.vermontjudiciary.org

Note: In the case title, an asterisk (*) indicates an appellant and a double asterisk (**) indicates a cross-
appellant. Decisions of a three-justice panel are not to be considered as precedent before any tribunal.

ENTRY ORDER

MARCH TERM, 2026

Michael J. Gosselin Rentals II LLC* v. } APPEALED FROM:
East Shore Drive Properties, LLC }
} Superior Court, Franklin Unit,
} Civil Division
} CASE NO. 25-CV-00092
Trial Judge: Samuel Hoar, Jr.

In the above-entitled cause, the Clerk will enter:

Plaintiff Michael J. Gosselin Rentals II LLC (MJGR) appeals from the dismissal of its
complaint in this real property dispute. The court concluded that MJGR failed to state a claim
upon which relief could be granted. We affirm.

MJGR filed this complaint in January 2025, seeking to quiet title to lakefront property
that it claimed to own. MJGR sought a declaration that it was the rightful owner of the subject
property, and asked the court to include in a declaratory judgment order that the right-of-way
benefitting defendant and other property owners was “limited to pedestrian access, and
preclude[d] use of the property for parking, installing docks, launching boats or for any other
purpose that [sic] accessing the lake and beach by foot.”

Defendant moved to dismiss MJGR’s complaint. It argued that MJGR possessed only
“beach rights and privileges” under the plain language of the relevant deeds. With respect to
MJGR’s request that the court limit access to the property, defendant noted that MJGR failed to
join in its suit other neighbors who held deeded interests in the lot in question. Thus, to the
extent that any of MJGR’s claims survived the motion to dismiss, defendant asked the court to
order that all parties who enjoyed rights over the disputed parcel be joined as necessary parties.

In a July 2025 order, the court granted defendant’s motion to dismiss for failure to state a
claim. The court explained that MJGR’s claim rose and fell on the interpretation of the deeds in
its chain of title. MJGR attached a deed and corrective deed to its complaint that conveyed fee
interests in two parcels, neither of which addressed the property at issue here. The deed that did
concern the subject property provided:
Also conveyed herewith by quit claim only are all beach rights
and privileges the Granter [sic] may have in and to the shores and
waters of Lake Champlain, including those rights and privileges
conveyed to Gordon Marquette and Alma G. Marquette by Quit
Claim Deed of Kenneth B. Cantell and Bernice E. Cantell dated
October 2, 1975 and recorded in . . . the Land Records of the Town
of St. Albans.

The court found this language clearly conveyed only beach rights and privileges, not fee title as
MJGR claimed.

The court rejected MJGR’s assertion that the reference to the 1975 deed in its chain of
title—the Cantell-Marquette deed—demonstrated that it held a fee interest in the subject
property. The 1975 deed stated in full:

KNOW ALL MEN BY THESE PRESENTS: THAT we, Kenneth
B. Cantell and Bernice E. Cantell, husband and wife of St. Albans,
in the County of Franklin and State of Vermont Grantors, in the
consideration of one and more Dollars paid to our full satisfaction
by Gordon E. Marquette and Alma G. Marquette, husband and
wife, as tenants by the entirety of St. Albans, in the County of
Franklin and State of Vermont Grantees, have REMISED,
RELEASED; AND FOREVER QUIT CLAIMED unto the said
Gordon E. Marquette and Alma G. Marquette, husband and wife,
as tenants by the entirety, [and] their heirs or assigns, all right and
title which we, Kenneth B. Cantell and Bernice E. Cantell or our
heirs have in and to a certain piece of land in St. Albans Town in
the County of Franklin and State of Vermont, described as follows,
viz; Being and meaning a grant of beach rights in common with
others to be exercised on a certain lot owned by the grantors for
this purpose. Said beach and lake shore rights pertain to a certain
lot owned by the grantors, said lot being situated diagonally across
a certain camp road right-of-way from land and premises owned by
the grantees. Said lot is approximately seventy-eight (78) feet
wide along the aforementioned right-of-way, seventy-four (74) feet
deep on the northern boundary, ninety-four (94) feet deep on the
southern boundary and approximately seventy-eight (78) feet wide
at the shore line. Said lot is bounded generally as follows; on the
north by land and premises now or formerly owned by one Paquin;
on the south by one Boudreau; on the west by the aforementioned
camp road right-of-way; on the east by Lake Champlain. It is
intended by this herein instrument to confirm the grant of beach
rights and lake shore rights which have been exercised by the
grantees coincidentally with the ownership of a certain lot deeded
to Gordon E. Marquette and Anita Marquette by Warranty deed of
Kenneth B. Cantell and Bernice E. Cantell, dated October 3, 1957
said deed being on record at Book 22, page 372 of the Land
Records of the Town of St. Albans, Vermont.

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TO HAVE AND TO HOLD all right and title in and to said
quitclaimed premises, with the appurtenances thereof, to the said
Gordon E. Marquette and Alma G. Marquette, husband and wife,
as tenants by the entirety, and their heirs and assigns forever.

AND FURTHERMORE we the said Kenneth B. Cantell and
Bernice E. Cantell, do for ourselves and our heirs, executors and
administrators, covenant with the said Gordon E. Marquette and
Alma G. Marquette, and their heirs and assigns, that from and after
the ensealing of these presents we the said Kenneth B. Cantell and
Bernice E. Cantell will have and claim no right in or to the said
quit-claimed premises.

(Emphasis added.)

MJGR argued that by disclaiming any “right in or to the said quit-claimed premises,” the
grantors conveyed a fee interest in the parcel that was servient to that easement.

The court found this position refuted by the plain language of the deed. It recognized
that:

[I]n interpreting a deed, [courts] look to the language of the written
instrument because it is assumed to declare the intent of the parties.
Our master rule for the construction of deeds is that the intention of
the parties, when ascertainable from the entire instrument, prevails
over technical terms or their formal arrangement. We read the
entire written instrument as a whole, giving effect to every part so
as to understand the words in the context of the full deed. In so
doing, we construe the various clauses of the document, wherever
possible, so that the deed has a consistent, or harmonious,
meaning.

Kipp v. Chips Est., 169 Vt. 102, 105 (1999) (quotations and citations omitted).

The court found that MJGR’s proposed interpretation would effectively read the two
middle paragraphs out of the 1975 deed. Its interpretation relied upon an impermissibly narrow
definition of the word “premises” that was at odds with the parties’ clearly expressed intent. The
court explained that the second paragraph of the deed stated clearly that the “piece of land”
conveyed was “a grant of beach rights” and these rights “pertain[ed] to a certain lot owned by the
grantors.” Lest there be any confusion in this regard, the third paragraph made clear: “It is
intended by this herein instrument to confirm the grant of beach rights and lake shore rights
which have been exercised by the grantees . . . .”

The court determined that there was but one way to interpret the deed that yielded a
“consistent, harmonious meaning” that gave “effect to every part.” The term “premises” could
mean only “the subject of the conveyance,” here, “a grant of beach rights.” The court found the
grantors’ intent to retain ownership of the underlying servient estate equally clear from the
reference to the lot “owned by the grantors”—not “formerly” or “heretofore”—but owned
without qualification, as a present and continuing condition.

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The court therefore concluded that MJGR’s deed was clear and unambiguous: with
respect to the subject property, it conveyed only “beach rights and privileges.” The source deed
from which MJGR’s rights flowed was equally clear and unambiguous: it too conveyed only “a
grant of beach rights.” The court noted that even assuming arguendo that there was any
ambiguity in this regard, such ambiguity was conclusively resolved by the subsequent conduct of
the parties to the Cantell-Marquette deed. One day after the Cantell-Marquette conveyance, the
Marquettes executed a deed in favor of Edward Hlusko in which, with respect to the subject
property, the Marquettes conveyed only “all rights and interest which they may have to the
aforementioned beach rights and privileges arising from [the Cantell-to-Marquette deed].” The
court found it apparent that the parties to MJGR’s source deed understood that the Cantells
conveyed to the Marquettes only “beach rights.”

The court thus concluded that MJGR had no fee title rights in the subject property and its
rights were limited to “beach rights in common with others.” MJGR did not seek an adjudication
of the scope of its beach rights. The court thus granted the motion to dismiss for failure to state a
claim. It added that the dismissal was without prejudice to MJGR’s right to seek an adjudication
of the scope of its deeded beach rights, and the question of whether such an adjudication must
include the “others” who evidently shared those rights was a matter for another day. MJGR now
appeals.

We review the court’s dismissal order de novo using “the same standard as the trial
court.” Birchwood Land Co. v. Krizan, 2015 VT 37, ¶ 6, 198 Vt. 420. We “will uphold a
motion to dismiss for failure to state a claim only if it is beyond doubt that there exist no facts or
circumstances that would entitle the plaintiff to relief.” Id. (quotation omitted). “We assume as
true all facts as pleaded in the complaint, accept as true all reasonable inferences derived
therefrom, and assume as false all contravening assertions in the defendant’s pleadings.” Id.

MJGR first argues that the court erred in dismissing its complaint for failure to state a
claim. It contends that it advanced a plausible argument that it acquired fee ownership of the
subject property and that the court improperly weighed the evidence in reaching its decision.

As set forth above, our “master rule” in construing a deed “is that the intent of the parties
governs.” Main St. Landing, LLC v. Lake St. Ass’n, 2006 VT 13, ¶ 7, 179 Vt. 583 (mem.)
(citation omitted). In ascertaining intent, we must consider “the deed as a whole and give effect
to every part contained therein to arrive at a consistent, harmonious meaning, if possible.” Id.
“When the meaning of . . . a deed is clear and unambiguous, there is no room for construction
and the instrument must be given effect according to its terms.” Creed v. Clogston, 2004 VT 34,
¶ 13, 176 Vt. 436 (quotation omitted). “An ambiguity exists when a writing in and of itself
supports a different interpretation from that which appears when it is read in light of the
surrounding circumstances, and both interpretations are reasonable.” Id. (quotation omitted); see
also Trs. of Net Realty Holding Tr. v. AVCO Fin. Servs. of Barre, Inc., 144 Vt. 243, 248 (1984)
(“A provision in a contract is ambiguous only to the extent that reasonable people could differ as
to its interpretation.”). “The proper construction of a deed is a question of law, which we review
de novo.” LeBlanc v. Snelgrove, 2015 VT 112, ¶ 30, 200 Vt. 570. The question of whether an
ambiguity exists is also one of law that we review de novo. Kipp, 169 Vt. at 107.

The court did not err in dismissing MJGR’s complaint here. The language of MJGR’s
deed and its source deed are plain and unambiguous. MJGR was granted only beach access
rights in its deed, as was its predecessor-in-title. This interpretation of the 1975 deed gives
meaning to all of the deed language, including the habendum, allowing it to be read as a

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harmonious whole. There is no ambiguity and no “clear conflict,” as MJGR asserts, between the
granting and habendum clauses. As the trial court explained, MJGR’s proposed construction
would read out the critical provisions of the granting clause, and it is unreasonable as a matter of
law. The deed describes the lot only in relation to the grant of beach rights where those rights
will be exercised, contrary to MJGR’s assertion otherwise. The deed plainly does not convey the
lot to the grantees, as MJGR argues, and neither the trial court nor this Court has weighed the
evidence in reaching this conclusion. Our conclusion is not undermined by the reference to
“heirs and assigns” in the deed or by the statement that the Cantells will “claim no right” in what
they have just conveyed to the Marquettes. Looking at the document as a whole, the parties’
intent to convey beach rights only is clear. See Johnson v. Barden, 86 Vt. 19, 29 (1912)
(recognizing that while “minor rules of construction are . . . given their due weight,” it is
“beyond question that the intention of the parties to a deed as gathered from the whole
instrument must govern” and “[t]his rule, and no other, affords security and certainty in business
transactions, whether or not they relate to real estate in whole or in part”). Indeed, the parties to
the 1975 deed declared this expressly: “It is intended by this herein instrument to confirm the
grant of beach rights and lake shore rights . . . .” A survey obtained by MJGR in 2024, and a
sketch that appears to be from a lister’s folder, do not and cannot vary the terms of this
unambiguous deed.

MJGR next asserts that even if it possesses only easement rights in the property, the court
should have addressed the scope of its easement rights. The court found that MJGR did not ask
for this relief. Its claim for relief was premised on a finding that it held fee title to the subject
property. MJGR fails to show that the court erred by failing to address this unraised claim. As
the court explained, moreover, its dismissal order was without prejudice to MJGR’s right to seek
such relief in another case.

Affirmed.

BY THE COURT:

Paul L. Reiber, Chief Justice

Christina E. Nolan, Associate Justice

Michael P. Drescher, Associate Justice

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