OSJ OF PROVIDENCE, LLC v. Aly T. DIENE
154 A.3d 460
| R.I. | 2017Background
- Bayal Restaurant, Inc. leased commercial premises and its president, Aly T. Diene, executed a personal guaranty that covered rent, charges, and additional sums under the lease and expressly provided for attorney’s fees; the guaranty was to expire on the last day of the twelfth full month after the lease’s rent-commencement date (September 30, 2013).
- Title to the premises transferred to OSJ of Providence, LLC, which assumed the lease and guaranty.
- Bayal defaulted on rent for Feb–Apr 2013; OSJ demanded payment and ultimately obtained a stipulated judgment in eviction proceedings holding Bayal liable for $16,907.81.
- OSJ sued Diene on the guaranty on January 27, 2014; Diene answered pro se and raised defenses and a counterclaim (later dismissed).
- The Superior Court granted OSJ’s motion for summary judgment on guaranty liability and, after a damages hearing, entered judgment against Diene for $37,760.04 (including attorney’s fees and additional rent). Diene appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether OSJ’s guaranty claim was time-barred by the guaranty’s expiration date | The guaranty’s expiration does not limit the time to sue; OSJ sued within the statutory limitations period | The guaranty expired Sept. 30, 2013, so OSJ’s suit filed after that date was untimely | Court held expiration simply ended the guaranty’s future coverage; it did not shorten the statute of limitations — claim was timely |
| Whether Diene could defend on grounds that landlord breached the lease first | OSJ relied on the stipulated judgment and assignment/assumption; Diene’s guaranty bound him to Bayal’s obligations | Diene sought to assert that OSJ breached the lease (e.g., failure to plow) and thus negate liability | Court held Bayal’s liability was resolved in the eviction/stipulation and Diene, as guarantor, cannot relitigate those defenses in this action |
| Whether attorney’s fees and additional rent were recoverable under the guaranty/lease | Guaranty expressly obligates guarantor to pay landlord’s expenses including attorney’s fees; lease defines additional rent to include other charges | Diene challenged the award as improper or excessive | Court enforced the clear, unambiguous contract terms and affirmed award of attorney’s fees and additional rent |
Key Cases Cited
- Rose v. Brusini, 149 A.3d 135 (R.I. 2016) (summary-judgment standard and de novo review)
- Newstone Dev., LLC v. East Pacific, LLC, 140 A.3d 100 (R.I. 2016) (summary-judgment standard)
- Sola v. Leighton, 45 A.3d 502 (R.I. 2012) (summary-judgment standard)
- W.P. Assocs. v. Forcier, Inc., 637 A.2d 353 (R.I. 1994) (contracts: ambiguity and judicial construction)
- Aetna Cas. & Sur. Co. v. Graziano, 587 A.2d 916 (R.I. 1991) (contract interpretation; plain meaning rule)
- Antone v. Vickers, 610 A.2d 120 (R.I. 1992) (contract language given plain, ordinary meaning)
- Order of United Commercial Travelers of Am. v. Wolfe, 331 U.S. 586 (1947) (parties may contractually shorten limitation periods in the absence of controlling statute)