## Facts

- Leslie Adel and Joanne Adel, New Jersey residents, vacationed with family and friends in southern Vermont from February 3–7, 1999.
- The group stayed in Unit 24 at Greenspring at Mt. Snow in West Dover, Vermont, a townhouse condominium within a resort complex owned and operated by Greensprings of Vermont, Inc. (Greensprings).
- Unit 24 was individually owned, but Greensprings owned, operated, and maintained the resort’s central water system serving the condominium buildings.
- The individual building owners received water bills calculated on a per-capita basis tied to occupancy.
- Robert Rubin, a Greensprings employee, had primary responsibility for the water system during the relevant period, including maintenance and testing.
- During the stay, Leslie Adel used the unit’s showers and bathrooms and also used the resort’s swimming pool, spa, and related facilities.
- Shortly after returning home, Leslie Adel became seriously ill and was diagnosed with Legionnaires’ disease, commonly contracted by inhaling aerosolized water droplets containing Legionella bacteria.
- The Vermont Department of Health collected water samples from multiple water sources at the Greensprings complex.
- Testing found that some samples contained the same type of Legionella as the type identified in Leslie Adel’s lungs, and the Department concluded the water facilities were inadequately maintained.
- The Adels sued Greensprings and individual defendants, including Greensprings president Dennis Glennon and water-system manager Rubin, asserting negligence and UCC-based strict liability / breach of the implied warranty of merchantability arising from the allegedly contaminated water supply.
- Defendants moved for summary judgment on all claims.

## Issues

1. Whether potable water delivered through Greensprings’ resort water system qualifies as a “good” under Article 2 of the Vermont UCC, permitting an implied warranty of merchantability claim under 9A V.S.A. § 2-314.
2. Whether Greensprings, which regularly supplied and billed for water to the condominium buildings, could be treated as a “seller” or “merchant” of water for purposes of UCC warranty and related strict-liability theories.
3. Whether plaintiffs produced enough admissible evidence of breach and causation to allow a negligence claim to proceed to trial, given competing causation arguments about the source of infection.
4. Whether individual defendants (corporate officer Glennon and employee Rubin) could be personally liable, or whether dismissal was required absent evidence of direct participation in the alleged tortious conduct.

## Decision

- The motion for summary judgment was granted in part and denied in part.
- Summary judgment was denied to Greensprings on the implied-warranty/strict-liability theory, because the court concluded water supplied to consumers can be treated as a UCC “good,” and Greensprings’ regular provision and billing supported treating it as a seller/merchant for warranty purposes.
- Summary judgment was denied to Greensprings on negligence because the record, including Department of Health findings and admissible opinion evidence, created triable disputes about whether inadequate maintenance of the water system allowed Legionella growth and caused Adel’s illness.
- Claims against Thomas Cross were dismissed (by agreement of the parties).
- Summary judgment was granted to Dennis Glennon because the record did not show the direct personal involvement required for individual tort liability based on corporate conduct.
- Summary judgment was not granted to Robert Rubin because evidence of his primary responsibility for maintaining and testing the water system could support a finding of direct participation.

## Legal Principles

- Potable water supplied to end users through a distribution system may qualify as “goods” under UCC Article 2 for purposes of implied warranty claims.
- A party that regularly provides a product and bills for it in the course of its business may be treated as a seller/merchant under the UCC even if it is not a traditional retail seller.
- On summary judgment, plaintiffs can create a jury question on causation in an exposure-based illness case through environmental testing results, public-health investigation findings, and admissible opinion testimony linking maintenance failures to the illness.
- Corporate officers and employees are not personally liable for corporate torts based only on job title; personal liability generally requires proof the individual directly participated in, directed, or approved the tortious conduct.

## Conclusion

In *Adel v. Greensprings of Vermont, Inc.*, the District of Vermont held that water supplied through a resort’s system may be treated as a UCC “good” and that the resort’s regular provision and billing for water could support merchant/seller status, allowing implied-warranty and related strict-liability theories to proceed. The court also found enough evidence for a jury to consider whether negligent maintenance of the water system caused the plaintiff’s Legionnaires’ disease. It dismissed claims against Cross by agreement and granted summary judgment to the resort’s president due to lack of direct involvement, while allowing claims to continue against Greensprings and the employee responsible for water-system maintenance.


Adel v. Greensprings of Vermont, Inc., 363 F. Supp 2d 692 (2005)