The Middlebury Ethics Commission voted unanimously to find that Selectman Jennifer Mahr violated the town’s ethics policy when she failed to properly disclose her ownership stake in the Middlebury Small Town Alliance (MSTA), an LLC she and a partner formed to oppose construction of a warehouse, and that she stood to benefit personally and financially if the town did not move forward in opposing a court ruling in favor of the MSTA.
“Selectwoman Mahr is the owner, managing member and president of the MSTA. She conflates her interests with its interests,” Suzanne Sutton of the firm Cohen & Wolf wrote in her September 16 report. “The MSTA is the opposing party in an appeal against the Town of Middlebury. The conflict is clear pursuant to the facts, the law and common sense.”
The Ethics Commission voted to accept the report of Sutton’s findings as their own, capping off a protracted debate that officially began in March of 2024, but has its roots in a controversial plan to construct a massive distribution facility in Middlebury that divided the town and culminated in a state budget “rat” tailored to stop the project.
The allegations of Mahr’s conflict of interest trace back to Mahr’s participation in a March 4, 2024, discussion by the Board of Selectmen as to whether the town should incur more legal costs by appealing a judge’s decision in favor of the MSTA’s lawsuit against the town’s zoning board and conservation commission, which approved the distribution facility.
First Selectman Edward St. John argued that Mahr had a conflict of interest and should have recused herself from the discussion. Roughly a month later, Francis Barton filed an initial complaint with the town’s Ethics Commission, which was dropped for several procedural reasons.
However, when an independent audit of the town later flagged a “conflict of interest” citing Mahr’s role with the MSTA, Board of Finance Chairman Vincent Cipriano then filed a second complaint with the Ethics Commission on behalf of the Board of Finance.
Cipriano is running as a Republican against unaffiliated Mahr for the position of Middlebury First Selectman in the 2025 municipal election, following long-time Republican First Selectman Edward St. John’s announcement that he will run for the Board of Finance.
Although Mahr and her attorney argued the complaint was not timely because it related to the March 4 discussion, Sutton determined the complaint related instead to the audit and was therefore filed within the appropriate timeframe.
Mahr has long argued that she was elected to her position in 2023 precisely because she opposed the warehouse construction plan through her work with the MSTA; she argued the ethics complaints amount to a political witch-hunt, that she is representing her constituents and engaging in free speech, and that she does not personally gain from the financial interests of the MSTA, which relies on residents’ donations to fund their advocacy.
Sutton’s report and the Ethics Commission’s decision, however, concluded that Mahr has a personal stake in the MSTA because she created it and is a controlling member; they also found Mahr has a financial interest in MSTA “because the MSTA is presently in suit against the Town and has a financial obligation to pay the costs and fees associated with those lawsuits.”
Sutton also determined that Mahr is not facing an ethics complaint “because of her political activities with the MSTA,” but rather that she engaged in “Town administration and discourse relating to civil suits waged by a separate legal entity of which she has a personal and financial interest.”
“The Middlebury Small Town Alliance was designed purposefully to coordinate opposition against inappropriate development in Middlebury and to shield the hundreds of residents involved in that opposition,” Mahr wrote in an emailed statement. “I chose to be the public face of this shield, knowing full well I might have to absorb personally the impact of any effort to blunt the MSTA’s effectiveness.”
“My election in 2023 was a clear signal from voters, demanding accountability for a decision they did not support,” Mahr continued. “It’s a shame that taxpayers’ time and money was used against them, once again, in an attempt to sidestep this accountability and to deny their voice.”
Mahr’s attorney, Keith Ainsworth, says the Ethics Commission violated their own rules under the auspices of enforcing town rules because there were only four members present to vote on the matter, and two of them should not be allowed to serve on the commission because they are appointed to other official positions in town.
According to the Ethics Commission rules, a determination of an ethics violation “shall be by a super majority vote of four (4) members of the entire Commission;” and no Ethics Commission member shall “have been an elected official, appointed official or employee of the Town for a period of two (2) years prior to their appointment.”
One commission member was absent the night of the vote. Ethics Commission Chairman Paul Bialobrzeski served on the Greenway Committee until November of 2024, and Ethics Commission member Sharon Bosco is currently the chair of the Greenway Committee.
“It was exactly what we predicted it would be,” Ainsworth said. “They couldn’t even manage to follow their own rules is the most appalling part of this. They pretended that the rules were why they were prosecuting this, and they were forced to prosecute it, but they can’t even bother to follow their own.”
“Half the people who were present shouldn’t have even been on the commission, and they didn’t bother to look at that,” Ainsworth said. “As far as we’re concerned it was a flawed process from beginning to end.”
The Sutton report did not address Ainsworth’s claim of rules violations, despite his filing a motion to recuse the two members. Mahr also announced in August that a settlement had been reached between her and the Ethics Commission over a Freedom of Information 9FOI) violation for failing to properly file an agenda item related to another complaint against a town official her opposition to the warehouse.
Ainsworth said they are considering an appeal; however, an appeal of an Ethics Commission decision would go before the Board of Selectmen where Mahr would have to recuse herself, St. John has already said he considers her actions a conflict of interest, and she’s had a contentious relationship with Selectman J. Paul Vance.
“None of this was on the level,” Ainsworth said. “They’re scrambling to get political advantage before the election. They know they’re going down and they’re going down hard.”
“The entire process demonstrated how far the current administration is willing to go to silence anyone who opposes it, constitutional rights be damned,” Mahr said.
Although no vote was taken during the March 2024 BOS meeting on whether to allocate more funding toward Middlebury’s legal defense, more than a year later during a May 2025 BOS meeting, Mahr cast the lone vote in opposition to the town hiring the firm Secor, Cassidy & McPartland to represent the town’s zoning commission in court against the MSTA.
Mahr argued the entity seeking to build the distribution center could defend the application for themselves; “there’s no need to duplicate the effort,” she said, according to the minutes. “It’s routine for the other towns not to spend money by doing the applicant’s work for them.”
Just two months earlier during a March meeting, however, she recused herself from a discussion and vote on whether to hire Cohen and Wolf to represent the Ethics Commission.
According to the Ethics Commission minutes, Sutton recommended that Mahr recuse herself from any further discussions involving legal actions that may be taken by the town regarding any of MSTA’s current or future lawsuits, particularly because these discussions could involve funding legal actions or legal strategy, but the decision was not intended to stop Mahr from voicing her opinion and representing her constituents.
“We do not want her to stop fighting for her constituents,” Sutton said, according to the minutes. “We understand this is a really hot topic in Town, but we, the Commission, were brought this concern, which was raised by an independent audit company; it had to be addressed on the merits. We want to limit the restrictions as much as possible in fairness to her and her constituents, and we believe that this is the appropriate measure.”
Neither First Selectman St. John nor Vincent Cipriano returned request for comment.
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