210 A.3d 1205
R.I.2019Background
- La Gondola operated Carousel Village concessions under a contract expiring April 30, 2015, with a conditional five-year option requiring mutual agreement on rent; it also operated Boathouse concessions under a separate contract.
- La Gondola procured a trackless train and claims a January 30, 2014 signed amendment (Train Amendment) granted it exclusivity for all park train rides; only Parks Superintendent McMahon signed that document.
- The City issued an RFP (with discretionary waiver language) for Carousel Village concessions; bids: P.G.S. (noncompliant/low), La Gondola (~$525,569, responsive), and the Zoo (~$591,000 but omitted the composting-toilet item in the RFP).
- The Zoo sought additional revenue sources after the City reduced payments to the Zoo by $300,000; email exchanges show the Zoo’s director believed there were verbal commitments to provide revenue opportunities.
- McMahon, who was an ex‑officio Zoo trustee, prepared the RFP and recommended awarding the contract to the Zoo; the trial justice found extensive factual findings but concluded no corruption, bad faith, or palpable abuse of discretion.
- Superior Court entered judgment for defendants on declaratory, mandamus, Train Amendment, and interference claims; the Supreme Court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether award tainted by corruption, bad faith, or palpable abuse of discretion | La Gondola: City and Zoo colluded (quid pro quo tied to $300K funding cut); McMahon’s Zoo role and emails show predetermination and favoritism | City/Zoo: RFP reserved discretionary rights; Zoo’s bid was financially superior; no written promises; officials acted within discretion | Court: No error; trial justice’s factual findings entitled to deference; insufficient proof of corruption, bad faith, or palpable abuse of discretion |
| Whether Train Amendment was enforceable as exclusive right to operate park trains | La Gondola: Amendment was valid; drafting and mutual assent sufficient despite missing La Gondola signature | City: Contract required amendments in a written instrument executed by both parties; amendment lacked La Gondola signature, so not binding | Court: Amendment invalid—contract unambiguously required execution by both parties (signature); single signature ineffective |
| Whether Zoo tortiously interfered with La Gondola’s contractual or prospective relations | La Gondola: Zoo knew of La Gondola’s contract/option and intentionally procured City to nullify it | Zoo/City: City lawfully put concession out to bid; Zoo’s communications were competitive pursuit, not improper means | Court: No improper interference shown; La Gondola’s post‑April 30, 2015 expectancy was speculative; Zoo’s conduct not legally malicious or wrongful |
Key Cases Cited
- Kayak Centre at Wickford Cove, LLC v. Town of Narragansett, 116 A.3d 250 (R.I. 2015) (concessions contracts not governed by competitive‑bid statute; apply Gilbane standard)
- Gilbane Building Co. v. Board of Trustees of State Colleges, 267 A.2d 396 (R.I. 1970) (public officials must act honestly and in good faith; overturning awards requires corruption, bad faith, or palpable abuse)
- Blue Cross & Blue Shield of Rhode Island v. Najarian, 865 A.2d 1074 (R.I. 2005) (decisions by awarding authorities entitled to presumption of correctness; high bar to overturn)
- HK & S Construction Holding Corp. v. Dible, 111 A.3d 407 (R.I. 2015) (deference to municipal procurement determinations)
- Truk Away of Rhode Island, Inc. v. Macera Brothers of Cranston, Inc., 643 A.2d 811 (R.I. 1994) (courts should exercise caution before enjoining municipal contract awards)
