NOTICE: This opinion is subject to motions for reargument under V.R.A.P. 40 as well as formal 

revision before publication in the Vermont Reports. Readers are requested to notify the Reporter 

of Decisions by email at: JUD.Reporter@vermont.gov or by mail at: Vermont Supreme Court, 109 

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before this opinion goes to press.

2020 VT 73

No. 2019-423

Agency of Transportation Supreme Court

On Appeal from

 v. Superior Court, Chittenden Unit,

Civil Division

Timberlake Associates et al.

(R.L. Vallee, Inc., Appellant)

May Term, 2020

Helen M. Toor, J.

Thomas J. Donovan, Jr., Attorney General, Montpelier, and Jenny E. Ronis, Assistant Attorney

 General, Barre, for Plaintiff-Appellee.

Alexander J. LaRosa of MSK Attorneys, Burlington, for Defendant-Appellant.

PRESENT: Reiber, C.J., Robinson, Eaton, Carroll and Cohen, JJ.

¶ 1. REIBER, C.J. R.L. Vallee, Inc. appeals the superior court’s denial of its motion 

to intervene in a state condemnation action seeking property rights for a highway project. Vallee 

argues that (1) it has a right to intervene under Vermont Rule of Civil Procedure 24(a)(1) because 

Vermont’s highway condemnation statute confers an unconditional right to intervene; and (2) it 

has a right to intervene under Vermont Rule of Civil Procedure 24(a)(2) because it has an interest 

relating to property that is subject to the condemnation action and intervention is necessary to 

protect that interest. We hold that Vallee has an unconditional statutory right to intervene under 

Rule 24(a)(1), and accordingly, we reverse. 
2

¶ 2. The relevant facts are undisputed. The Vermont Agency of Transportation plans to 

construct improvements to U.S. Routes 2/7 in Colchester, Vermont. As part of this project, the 

Agency plans to perform construction on the property of nonparty Lake Champlain Transportation 

Company (LCT) along Lower Mountain View Drive, which intersects with Route 7. At least some

of this construction will occur in a portion of LCT’s property that is subject to a lease agreement 

between LCT and Vallee. The lease agreement provides that Vallee possesses “an easement*for 

vehicular access . . . through the connecting driveway” that runs through LCT’s property between 

Lower Mountain View Drive and a parcel owned by Vallee. LCT retains the right, under the lease, 

“to use the Connecting Driveway in common with [Vallee]; and . . . grant third parties the right to 

use the Connecting Driveway,” provided that “any use by [LCT] or any third party . . . shall not 

have a material adverse effect upon [Vallee’s] ability to access the Vallee Property to and from 

Mountain View Drive.” A memorandum of the lease is recorded in the Colchester Land Records.

¶ 3. Chapter 5 of Title 19 sets forth the process the Vermont Agency of Transportation 

must follow when condemning property rights for a highway project. The chapter requires the 

Agency to first “make every reasonable effort to acquire property expeditiously by negotiation.” 

19 V.S.A. § 503(c). But “[i]f a property owner has not entered into an agreement stipulating to 

the necessity of a taking and the public purpose of a highway project, and the Agency wishes to 

proceed with the taking,” then “the Agency shall file a verified complaint . . . seeking a judgment 

of condemnation.” Id. § 504(a). “The complaint shall name as defendants each property owner 

who has not stipulated to a proposed taking . . . .” Id. 

*

 It is unclear whether “easement” is the correct legal term for the property interest Vallee 

possesses through this lease. But it is clear from the record that Vallee possesses a property interest 

in the connecting driveway subject to the law of condemnation. As it does not affect our analysis 

whether Vallee possesses an easement, a right of way, or some other kind of legal interest of record, 

we accept the term for the purpose of the opinion without deciding whether it is correct.
3

¶ 4. In keeping with this process, the Agency obtained easements over LCT’s property 

by warranty deed in April 2018 for compensation of $4,300. The deed grants the Agency the right 

to perform construction at certain points on LCT’s property. The parties agree that these include 

the area subject to the lease between Vallee and LCT. In June 2019, the Agency filed a complaint 

to acquire necessary property rights to other parcels on or near U.S. Routes 2/7 pursuant to 19 

V.S.A. § 504. Because the Agency had already reached an agreement with LCT, it did not name 

LCT or LCT’s property in the complaint. The Agency also did not name Vallee as a defendant in 

the complaint. 

¶ 5. Vallee timely filed a motion to intervene in July 2019. Given that the Agency 

planned to perform construction work in the driveway area leased to Vallee, Vallee claimed it held 

an interest in property at stake in the condemnation action. Thus, it was entitled to intervene as a 

matter of right (1) under Rule 24(a)(1) and 19 V.S.A. § 504(a) because it was an “interested 

person” that had not stipulated to the proposed taking, and (2) under Rule 24(a)(2) because it 

claimed an interest in property that was the subject of the action, the disposition of the action might 

impede its ability to protect that interest, and no other party represented Vallee’s interests. Vallee 

also argued it should be granted permissive intervention under Rule 24(b)(2).

¶ 6. The trial court denied Vallee’s motion to intervene in November 2019. The court 

reasoned that “property owner” and “interested person” share the same definition in 19 V.S.A. 

§ 501(3), but they are nonetheless distinct terms and not used interchangeably in the statute. The 

court noted that 19 V.S.A. § 504(a) directs that “property owner[s]” must be named as defendants 

in the condemnation complaint, whereas § 504(b)(2) directs the Agency to mail a newspaper notice 

to “an interested person not otherwise served.” The court concluded that § 504(a) requires the 

Agency to name as a defendant only a “property owner.” Vallee, as a lessee, was not the owner 

of a property named in the complaint, and therefore it was not entitled to be named as a defendant 

under the statute or to intervene under Rule 24(a)(1). The court also rejected Vallee’s argument 
4

that it was entitled to intervene under Rule 24(a)(2). The court explained that Vallee could not 

claim an interest in the subject of the complaint because it lacked a legal interest in any of the 

parcels listed in the complaint, and Vallee had failed to show how the condemnation of those 

properties would affect its interest in the property it did own or its ability to enforce its contractual 

rights with LCT. Finally, the court denied Vallee’s request for permissive intervention, construing 

Vallee’s argument as a breach-of-lease claim against LCT that was separate from the 

condemnation action. Vallee timely appealed.

¶ 7. On appeal, Vallee claims it is entitled to intervene under Rule 24(a)(1) because 19 

V.S.A. § 504(a) requires the Agency to name as a defendant in the condemnation complaint any 

“person who has a legal interest of record in the property taken or proposed to be taken,” 19 V.S.A. 

§ 501(3), which includes Vallee. Vallee also reasserts its argument under Rule 24(a)(2). 

Additionally, it contends that LCT’s agreement with the Agency cannot relieve the Agency of its 

obligation to name Vallee as a defendant in the condemnation action.

¶ 8. The Agency responds that 19 V.S.A. § 504(a) only grants “property owners” a right 

to intervene, and Vallee is a lessee, not a property owner. Therefore, Vallee has no right to 

intervene under Rule 24(a)(1). The Agency also argues that Vallee has no interest relating to the 

subject of the action and its intervention is unnecessary to protect its interests, and therefore Vallee 

is not entitled to intervene under Rule 24(a)(2). Finally, the Agency asserts that any interest held 

by Vallee in the leased property is a contractual matter to be resolved between Vallee and LCT. 

¶ 9. This Court “review[s] the denial of a motion to intervene as of right de novo.” State 

v. Quiros, 2019 VT 68, ¶ 14, __ Vt. __, 220 A.3d 1241. We also review questions of statutory 

interpretation de novo. See In re South Burlington-Shelburne Highway Project, 174 Vt. 604, 605, 

817 A.2d 49, 51 (2002) (mem.) (“Statutory interpretation is a question of law; thus our review is 

nondeferential and plenary.”). 
5

¶ 10. We first address Vallee’s argument that it has a right to intervene by statute. Under 

Rule 24(a)(1), any person who has made a timely motion to intervene “shall be permitted” to do 

so “when a statute confers an unconditional right to intervene.” Vallee bases its claim to 

intervention on 19 V.S.A. § 504(a), which states in relevant part:

If a property owner has not entered into an agreement stipulating to 

the necessity of a taking and the public purpose of a highway project, 

and the Agency wishes to proceed with the taking, the Agency shall 

file a verified complaint in the Civil Division of the Superior Court 

in a county where the project is located seeking a judgment of 

condemnation. The complaint shall name as defendants each 

property owner who has not stipulated to a proposed taking . . . .

(Emphases added.) Thus, we must determine if Vallee, through its lease with LCT, is a “property 

owner” that must be named as a defendant under § 504(a). 

¶ 11. When interpreting statutes, our primary objective is to effectuate the Legislature’s 

intent. South Burlington-Shelburne, 174 Vt. at 605, 817 A.2d at 51. We start by looking at the 

language in the statute itself. Id. “If the statute is unambiguous and the words have plain meaning, 

we accept that plain meaning as the intent of the Legislature and our inquiry proceeds no further.” 

Springfield Terminal Ry. Co. v. Agency of Transp., 174 Vt. 341, 346, 816 A.2d 448, 453 (2002). 

“The words of a statute are not to be read in isolation, however, but rather in the context and 

structure of the statute as a whole.” In re Vt. Verde Antique Int’l, Inc., 174 Vt. 208, 211-12, 811 

A.2d 181, 184 (2002); see also TD Banknorth, N.A. v. Dep’t of Taxes, 2008 VT 120, ¶ 15, 185 

Vt. 45, 967 A.2d 1148 (stating that “this Court will not excerpt a phrase and follow what purports 

to be its literal reading without considering the provision as a whole” (quotation omitted)).

¶ 12. “Property owner” is defined in 19 V.S.A. § 501(3), which states: “ ‘Interested 

person’ or ‘person interested in lands’ or ‘property owner’ means a person who has a legal interest 

of record in the property taken or proposed to be taken.” See also State v. Baron, 2004 VT 20, ¶ 9, 

176 Vt. 314, 848 A.2d 275 (“When a statute internally defines a term, we must use that 

definition . . . .”). By its plain language, § 501(3) defines the terms “interested person” and 
6

“property owner” interchangeably. They both mean the same thing: one with “a legal interest of 

record in the property taken or proposed to be taken.” 19 V.S.A. § 501(3).

¶ 13. The terms are defined interchangeably in § 501(3) and then used interchangeably 

in other sections of Chapter 5. Section 504(a) only requires the Agency to name “property 

owner[s]” as defendants, but § 504(c) directs that “[i]f an interested person does not file a timely 

answer, . . . the [c]ourt may enter a judgment of condemnation by default.” Id. § 504(a), (c). A 

person that is not a party to the litigation cannot be required to file an answer or incur a default 

judgment for failing to do so. Cf. V.R.C.P. 8(a)-(b) (directing that in response to “[a] pleading 

which sets forth a claim for relief,” “[a] party shall state . . . the party’s defenses to each claim 

asserted” (emphases added)); V.R.C.P. 55(a) (“When a party against whom a judgement for 

affirmative relief is sought . . . has failed to plead or otherwise defend, the party seeking the 

affirmative relief may file a motion for a default judgment.” (emphases added)); Trapeni v. Walker, 

120 Vt. 510, 516, 144 A.2d 831, 834 (1958) (explaining that “[t]he judgment is conclusive only 

between parties and privies”). Subsections 504(a) and 504(c) do not make sense unless the 

“interested person” in § 504(c) that is required to file an answer, or else be subject to a default 

judgment, is identical to the “property owner” named as a defendant in § 504(a). See Dep’t of 

Taxes v. Montani, 2018 VT 21, ¶ 24, 207 Vt. 1, 184 A.3d 723 (“We will avoid constructions that 

produce absurd or illogical consequences.” (quotation omitted)).

¶ 14. Section 503 also supports our conclusion that “property owner” and “interested 

person” are interchangeable terms in the condemnation chapter. Subsection 503(d) directs that the 

Agency must give “notice of procedures and rights and the offer of just compensation” to “owners 

of property to be acquired.” 19 V.S.A. § 503(d). The notice has to include several pieces of 

information, including that “[i]f the Agency and the property owner are unable to reach agreement 

on the Agency’s legal right to take the property, the Agency may file a complaint . . . to determine 

this issue.” Id. § 503(d)(4). Then § 503(e) sets forth requirements regarding takings agreements, 
7

this time using the term “interested person”: “An interested person may enter into an agreement 

with the Agency stipulating to the necessity of the taking . . . .” Id. § 503(e)(1). Subsections 

503(d)(4) and 503(e) avoid conflict if “property owner” and “interested person” are 

interchangeable. Additionally, understanding the terms this way harmonizes § 503(e), which says 

that an “interested person” may stipulate to a taking, with § 504(a), which directs how the Agency 

may bring a condemnation complaint against any “property owner” who has not so stipulated. 

¶ 15. The notice provisions in § 504, on which the trial court relied, do not change our 

conclusion. Subsection 504(b)(1) provides that the Agency shall serve the complaint and 

summons as directed in the Vermont Rules of Civil Procedure. See V.R.C.P. 4 (stating that 

complaint and summons shall be served on defendant personally, by mail, or by publication, in 

accordance with rule). Subsection 504(b)(2) states that the Agency shall publish a newspaper 

notice of the complaint and “shall mail a copy of the newspaper notice to the last known address

of an interested person not otherwise served.” 19 V.S.A. § 504(b)(2). Given § 504(c) and the 

definition in § 501(3), § 504(b)(2) is best understood as directing what to do when a person named 

as a defendant—who is anyone with a legal interest in the property that has not stipulated to the 

necessity of the taking—cannot be served as directed in § 504(b)(1). The subsection does not 

create different notice requirements for “property owners” and “interested persons” or otherwise 

distinguish between the two terms. 

¶ 16. Given the definition in § 501(3), and the interchangeable use of the terms “property 

owner” and “interested person” in chapter 5 of Title 19, we hold that § 504(a) requires the Agency 

to name as a defendant in a condemnation action any “person who has a legal interest of record in 

the property taken or proposed to be taken” that has not stipulated to the taking. 

¶ 17. This requirement in § 504(a) applies to Vallee. First, Vallee has a legal interest of 

record in the driveway access area on LCT’s property. This right is established by Vallee’s lease 

with LCT, and a memorandum of the lease is recorded in the Colchester Land Records. Second, 
8

the Agency proposes to temporarily occupy property described in this lease in order to perform 

construction, which is a taking. See Alger v. Dep’t of Labor & Indus., 2006 VT 115, ¶ 30, 181 Vt. 

309, 917 A.2d 508 (“[A] leasehold is an interest in property subject to analysis under the takings 

clause. Moreover, the loss need not be permanent; a temporary taking of property can be 

compensable.” (citation omitted)); Tahoe-Sierra Pres. Council, Inc. v. Tahoe Reg’l Planning

Agency, 535 U.S. 302, 322 (2002) (“When the government physically takes possession of an 

interest in property for some public purpose, it has a categorical duty to compensate the former 

owner, regardless of whether the interest that is taken constitutes an entire parcel or merely a part 

thereof. Thus, compensation is mandated when a leasehold is taken and the government occupies 

the property for its own purposes, even though that use is temporary.” (citation omitted)). Third, 

Vallee did not stipulate to this taking. Therefore, Vallee is a “person who has a legal interest of 

record in the property taken or proposed to be taken,” 19 V.S.A. § 501(3), that has not stipulated 

to the taking. 

¶ 18. As such, Vallee was entitled to be named as a defendant in the Agency’s 

condemnation action pursuant to § 504(a), and it has an unconditional statutory right to intervene 

under Rule 24(a)(1). As we resolve the appeal on this basis, we need not reach the other arguments

raised by the parties. 

Reversed.

FOR THE COURT:

Chief Justice