207 A.3d 1007
R.I.2019Background
- In 1996 Chariho's predecessor conveyed land to RIDE for use as a regional career and technical center (Chariho CTC); Chariho continued operating the CTC.
- In 2010 RIDE reconveyed the property to Chariho by a CTC transfer agreement that included paragraph 1(d): while Chariho operates a CTC, RIDE "warrants that it will not approve the establishment of any career and technical center" in listed South County towns (including Narragansett and Westerly).
- Chariho sued in 2016, alleging breach of paragraph 1(d) after RIDE authorized career-and-technical programs at Westerly and Narragansett high schools and alleging Commissioner Wagner repudiated the agreement.
- Defendants moved to dismiss the amended complaint under Rule 12(b)(6); school committees moved to intervene. The Superior Court dismissed Chariho's amended complaint, holding paragraph 1(d) unambiguous and that termination was the contract's sole remedy.
- Chariho appealed. The Rhode Island Supreme Court treated ambiguity and remedy questions as legal issues appropriate for review and vacated the Superior Court order, remanding for further proceedings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Were Narragansett and Westerly properly allowed to intervene? | Intervention improper; they lack standing and independent interest. | Intervention proper or issue waived by plaintiff's failure to timely appeal interlocutory order. | Appeal did not properly preserve the intervention issue; Court declines to review it. |
| Did RIDE breach paragraph 1(d) by approving programs at other schools (center v. program)? | "Center" can include a school offering one or more CTE programs; complaint pleads facts supporting breach. | Paragraph 1(d) unambiguously protects only separate career-and-technical centers (like Chariho CTC); approving programs is not a breach. | "Center" is ambiguous and reasonably susceptible to multiple interpretations; dismissal was improper on 12(b)(6). |
| Was plaintiff limited to the contract remedy (termination) in paragraph 3(a)? | Remedies provision lacks clear exclusivity; other relief (declaratory, equitable) available. | Paragraph 3(a) provides exclusive remedy—termination and return to status quo. | No clear exclusivity in the agreement; declaratory relief and other remedies are not foreclosed at pleading stage. |
| Did Chariho sufficiently plead anticipatory repudiation by Wagner? | Wagner's statements show anticipatory breach and warrant injunctive relief. | Statements were conditional/insufficient to show positive and unconditional refusal. | Allegations were not sufficiently "positive and unconditional" to state anticipatory breach. |
Key Cases Cited
- Pontarelli v. Rhode Island Department of Elementary and Secondary Education, 176 A.3d 472 (R.I. 2018) (motion to dismiss tests complaint sufficiency)
- Rein v. ESS Group, Inc., 184 A.3d 695 (R.I. 2018) (standard of review for Rule 12(b)(6) appeals)
- Botelho v. City of Pawtucket School Department, 130 A.3d 172 (R.I. 2016) (contract ambiguity is a question of law; ambiguous terms are for factfinder)
- Haviland v. Simmons, 45 A.3d 1246 (R.I. 2012) (when ambiguity exists, contract construction is question of fact)
- Tucker Estates Charlestown, LLC v. Town of Charlestown, 964 A.2d 1138 (R.I. 2009) (dismissal of declaratory-judgment action pre-merits is proper only if requested declaration is impossible)
- Greensleeves, Inc. v. Smiley, 942 A.2d 284 (R.I. 2007) (final-judgment rule for appealability of earlier interlocutory orders)