274 A.3d 782
R.I.2022Background
- In Jan. 2018 plaintiffs Kenneth and Michelle Loffredo and the Krichavskys submitted competing "highest and best" offers to purchase a Newport condominium owned by Stephen and Lisa Shapiro.
- Plaintiffs allege the Shapiros (through their listing agents Greenman and Kirby) orally accepted the Loffredos' highest-and-final written purchase-and-sale (P&S) offer, but then the Shapiros sold the Property to the Krichavskys for $1,600,000.
- The Loffredos sued the Shapiros, the listing agents and brokerage, the Krichavskys, and their agent/broker, asserting breach of contract, promissory/equitable estoppel, fraud/deceit, negligent misrepresentation, statutory violations (R.I. Gen. Laws chapter 5-20.5), tortious interference with contract, and tortious interference with prospective contractual relations.
- Defendants moved for summary judgment, arguing (inter alia) the Statute of Frauds bars enforcement of any oral real-estate contract and that the statutory penalty provision (§ 5-20.5-17(b)) does not create an independent private cause of action absent an administrative finding.
- The Superior Court granted summary judgment to all defendants on all counts. On appeal the Rhode Island Supreme Court affirmed as to every count except it vacated the grant as to Count Eight (tortious interference with prospective contractual relations) and remanded for fact-finding.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether an alleged oral acceptance created an enforceable contract for sale of real estate (Statute of Frauds) | Loffredo: combination of written P&S form plus texts, emails, and agent communications collectively satisfy the writing/signature requirement | Defendants: oral agreement falls within Statute of Frauds; no signed memorandum by the party to be charged | Held: Affirmed for defendants—no sufficient signed memorandum; Statute of Frauds bars enforcement of alleged oral contract |
| Whether promissory estoppel or equitable estoppel removes the transaction from the Statute of Frauds | Loffredo: reliance on alleged acceptance makes estoppel/promissory estoppel applicable | Defendants: estoppel cannot circumvent Statute of Frauds absent fraud; plaintiffs lack evidence of required elements | Held: Affirmed for defendants—promissory estoppel and equitable estoppel fail; plaintiffs produced no competent evidence of inducement/reliance |
| Whether fraud/ negligent misrepresentation claims avoid the Statute of Frauds | Loffredo: agents and sellers made actionable misrepresentations and induced reliance | Defendants: mere allegations of fraud cannot overcome statute without evidence of a false representation; no signed writing exists | Held: Affirmed for defendants—record lacks evidence of actionable false representations; Brochu controls that unsupported fraud allegations do not avoid the Statute of Frauds |
| Whether § 5-20.5-17(b) creates an independent private civil cause of action for statutory violations listed in § 5-20.5-14(a) | Loffredo: § 5-20.5-17(b) grants an aggrieved person a right to recover penalties in court without a prior administrative finding | Defendants: statutory scheme vests investigatory/disciplinary authority with the DBR director; § 5-20.5-17(b) requires a prior determination that a violation occurred | Held: Affirmed for defendants—§ 5-20.5-17(b) does not authorize a private action to recover penalties absent a prior DBR determination of violation |
| Whether tortious interference with prospective contractual relations survives summary judgment | Loffredo: even absent a signed contract they had a reasonable expectancy and defendants intentionally and improperly interfered | Defendants: competitive bidding and legitimate offers do not constitute improper interference; no enforceable expectancy | Held: Reversed/vacated as to this count—material factual disputes exist; remanded for further fact-finding |
Key Cases Cited
- UXB Sand & Gravel, Inc. v. Rosenfeld Concrete Corp., 641 A.2d 75 (R.I. 1994) (memorandum/sufficient writing requirement under the Statute of Frauds)
- MacKnight v. Pansey, 412 A.2d 236 (R.I. 1980) (essential terms required in any memorandum for sale of land)
- Brochu v. Santis, 939 A.2d 449 (R.I. 2008) (fraud allegations alone cannot circumvent the Statute of Frauds)
- Bourdon’s, Inc. v. Ecin Industries, Inc., 704 A.2d 747 (R.I. 1997) (where proven, fraud claims are not controlled by the Statute of Frauds)
- Fogarty v. Palumbo, 163 A.3d 526 (R.I. 2017) (elements for tortious interference claims)