ACADIA RESOURCES, INC.
VMS, LLC, et al.
Submitted On Briefs: May 25, 2017
Allison A. Economy, Esq., Rudman Winchell, Bangor, for
appellant Acadia Resources, Inc.
L. Douglas, Esq., Douglas McDaniel Campo & Schools LLC,
PA, Westbrook, for appellees VMS, LLC, and VEI, LLC
SAUFLEY, C.J., and ALEXANDER, GORMAN, JABAR, HJELM, and
Acadia Resources, Inc., appeals from a judgment of the
District Court (Portland, Woodman, J.) dismissing
its fraudulent transfer complaint as having been filed
outside the applicable statute of limitations. Because we
agree with Acadia that the court should have treated the
motion to dismiss filed by VMS, LLC, and VEI, LLC, as a
motion for summary judgment, we vacate the judgment and
remand the matter for further proceedings.
In April 2016, Acadia filed a complaint against VMS and VEI
alleging the following facts. Acadia agreed to lend VMS money
through a line of credit on or about August 3, 2006. In
November 2008, VMS defaulted on the agreement by failing to
pay amounts due, which remain unpaid. After the default, on
April 21, 2010, VMS executed a deed to VEI of real property
located on Middle Road in Falmouth. The deed was recorded
eight months later, on December 21, 2010.
Acadia's complaint alleged that the transfer of real
property from VMS to VEI violated the Uniform Fraudulent
Transfer Act, 14 M.R.S. §§ 3575, 3576 (2016). VMS
and VEI moved to dismiss the complaint pursuant to M.R. Civ.
P. 12(b)(6) on the ground that the applicable six-year
statute of limitations began to run on April 21, 2010, and
therefore expired on April 21, 2016-one day before the date
that the docket record indicates Acadia's complaint was
filed. See 14 M.R.S. § 3580 (2016).
Acadia objected to the motion and argued, among other things,
that the motion to dismiss should be treated as a motion for
summary judgment because extrinsic evidence showed that the
complaint was filed on April 21, 2016, not April 22, 2016, as
docketed. Acadia's attorney attached an affidavit from
her paralegal averring that she had sent the complaint to the
clerk's office by overnight mail on April 20, 2016, and
the paralegal included as an exhibit to that affidavit a
FedEx receipt showing that a clerk had signed for the parcel
containing the complaint and filing fee on the morning of
April 21, 2016.
Without hearing further from the parties, the court granted
the motion to dismiss the complaint with prejudice. Acadia
appealed from the judgment of dismissal. See 14
M.R.S. § 1901 (2016); M.R. App. P. 2.
When a party has moved to dismiss a complaint for failure to
state a claim upon which relief can be granted, but
"matters outside the pleading are presented to and not
excluded by the court, " the court must treat the motion
"as one for summary judgment." M.R. Civ. P. 12(b);
see Estate of Kay v. Estate of Wiggins, 2016 ME 108,
¶ 9, 143 A.3d 1290; Angell v. Hallee, 2012 ME
10, ¶ 12, 36 A.3d 922. When a motion to dismiss is
converted to a motion for summary judgment, "all parties
shall be given reasonable opportunity to present all material
made pertinent to such a motion by Rule 56." M.R. Civ.
P. 12(b); see Beaucage v. City of Rockland, 2000 ME
184, ¶ 5, 760 A.2d 1054.
Here, Acadia's submission of extrinsic evidence in the
form of an affidavit with exhibits, including a FedEx
receipt, converted the motion to dismiss to a motion for
summary judgment, cf Moody v. State Liquor & Lottery
Comm'n, 2004 ME 20, ¶ 11, 843 A.2d 43, and the
court erred in failing to proceed with the summary judgment
process, see M.R. Civ. P. 12(b), 56.
we vacate the judgment of dismissal and remand for ...