In the year they put up the new hotel in St. Albans, metal siding panels—procured per plan and installed per website—came loose and fell into the streets. The general contractor chased the installer, then pulled in the panel-maker, alleging that the panel-maker didn’t say splice plates were needed—for years, everyone relied on public specs. When things went south, the general contractor tried to expand its case, but the court balked; the arguments were late and would burden the other side. The court found that this was a contract squabble, not a tort, barred by the economic-loss rule. General contractor’s claims, including for another's indemnity, were thrown out or left standing in the cold.
Anywho . . . Friday's sole case is more procedural than anything else. Which is kind of like saying, well, nothing. When it comes to making amendments to pleadings "leave shall be freely given" per rule. PeakCM was the general contractor (GC) for this hotel project in St. Albans. GC hired Mountainview (installer) to handle the siding, and ultimately, GC sued both installer and ATAS (the panel-maker), after panels started shedding themselves from the hotel spontaneously. The initial paperwork said the panels would be installed "to the manufacturer's specifications"—which, at that critical moment, didn't say anything about a necessary splice plate. GC amended its complaint twice, but after round numero dos, the trial court shut it down. Apparently, the third amendment tried to plug in over a hundred new allegations and several fresh claims (I mean, why not try, right?). The discovery schedule was about to close on its thrice-amended terms when GC filed its third amended complaint. The timing was . . . not optimal.
So, not shockingly, the trial court denied the late amendment (undue delay, prejudice to the defense, no contract right to assume installer's claims), but then also hit general contractor's product-liability theory and installer's implied-indemnity claim with the economic-loss rule. The economic-loss rule essentially says that if your only claim is that something broke and nobody got hurt and nothing else is damaged, then your only losses are economic. So you don't get to tort. One of the exceptions that would get you to tort is when a special relationship exists.
Here, the trial court reasoned that no "other property" (hotel itself doesn’t count) was damaged, and no "special relationship" existed (alas, buying panels from a distributor and reading public instructions does not a fiduciary make).
GC appeals.
SCOV affirms. We're in abuse-of-discretion land. The attempt to amend the complaint was too much, too late. Trial court got that right. The Court also sees this as a contract-damages case. It's not a tort. And so, the economic-loss rule applies. GC makes a longshot argument that the trial court ought not to have granted summary judgment on the implied-indemnity front, but SCOV is unswayed. That's not even GC's claim. While "leave shall be freely given" to amend pleadings, doing so on the eve of trial may not be the most-effective way of testing just how freely that leave gives. PeakCM, LLC v. Mountainview Metal Systems, LLC, 2025 VT 50.
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