Albert J. Branch Revocable Trust Dated March 4, 1993, Albert J. Branch, Trustee v. Interstate Battery Center
160 A.3d 988
| R.I. | 2017Background
- Plaintiffs (Albert J. Branch Revocable Trust and trustee) sued defendants arising from an alleged commercial lease (dated Nov. 5, 2005) for premises at 492 Reservoir Ave., Cranston, where an Interstate All Battery Center operated.
- The lease/exhibit listed the tenant as “Interstate Battery Center” / “Interstate Battery” (names that did not precisely match any defendant corporation) and listed landlord as “Albert J. Branch Trustee.”
- Defendants’ corporate structure was murky: Evanna, Inc. (Mass. corporation doing business as Interstate All Battery Center) operated the retail store; Interstate Battery System of Central Mass., Inc. was a related wholesale entity; key personnel (Trottier, district manager; Machonis, president of Evanna; Stawiecki) gave conflicting deposition testimony about which entity ran the Cranston store.
- Joseph Branch negotiated for plaintiffs and dealt primarily with Trottier, whom he perceived as the person in charge; signatures appearing on the lease/exhibit were not clearly identified by parties.
- Plaintiffs alleged breach of contract (and implied-in-fact contract, unjust enrichment, quantum meruit) based on abandonment/nonpayment; motion practice produced cross-motions for summary judgment after discovery.
- The motion justice granted summary judgment for defendants, citing multiple alleged deficiencies in the lease (tenant name mismatch, landlord signature absence, lack of delivery, and lack of proof of authority of signer). Plaintiffs appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Which entity was bound by the lease (identity of tenant)? | Branch: parties and conduct show Interstate Battery operated the store and is bound despite name variance. | Defs: names on lease do not match any legal entity; no evidence that any defendant was tenant. | There is a genuine dispute of material fact as to which entity occupied/was bound; summary judgment inappropriate. |
| Whether the person who signed had authority (actual or apparent) to bind the tenant | Branch: Trottier acted as agent/district manager; plaintiff reasonably relied on his authority to negotiate and execute lease. | Defs: no evidence Trottier had authority; plaintiffs did not reasonably rely on him; authority issue resolvable as matter of law for defendants. | Triable issue exists: facts (including signatures and dealings with Trottier) create genuine factual dispute on authority; summary judgment improper. |
| Whether lease defects (landlord signature, delivery, tenant-name variance) defeat plaintiffs' claim as matter of law | Branch: factual record and conduct support existence/enforceability of lease despite formal defects. | Defs/Motion justice: multiple formal deficiencies mean no valid lease as a matter of law. | Court held the formal defects raised factual questions and cannot dispose of the case on summary judgment; motion justice overstepped by resolving disputed facts. |
Key Cases Cited
- 5750 Post Road Medical Offices, LLC v. East Greenwich Fire District, 138 A.3d 163 (R.I. 2016) (standard for de novo review of cross-motions for summary judgment)
- Medical Malpractice Joint Underwriting Association v. Charlesgate Nursing Center, L.P., 115 A.3d 998 (R.I. 2015) (summary-judgment standard and review principles)
- Hall v. City of Newport, 138 A.3d 814 (R.I. 2016) (caution that summary judgment is an extreme remedy)
- Ferris Avenue Realty, LLC v. Huhtamaki, Inc., 110 A.3d 267 (R.I. 2015) (summary-judgment cautionary principle)
- North American Planning Corp. v. Guido, 289 A.2d 423 (R.I. 1972) (summary judgment is not a substitute for trial)
- Steinberg v. State, 427 A.2d 338 (R.I. 1981) (court may not decide disputed factual issues on summary judgment)
- Estate of Giuliano v. Giuliano, 949 A.2d 386 (R.I. 2008) (summary judgment is for issue finding, not issue determination)