Rared Manchester NH LLC v. Rite Aid of New Hampshire Inc
693 F.3d 48
1st Cir.2012Background
- Rared leased a Manchester, NH Rite Aid store in 1996 under a long-running template; the 1996 lease added a prescription-drug exclusion from the percentage rent formula.
- Dubord, as developer/attorney, relied on template leases and did not highlight the new prescription exclusion before signing.
- In 2005 Dubord discovered the exclusion and asserted it should have produced extra rent, prompting tolling agreements and later litigation.
- Rared filed suit in 2010 in Maine federal court seeking damages and misrepresentation regarding nondisclosure.
- Maine six-year tort statute (14 Me. Rev. Stat. Ann. § 752) governs accrual and time-bar defenses, with tolling and discovery rules at issue.
- The district court granted summary judgment holding the action time-barred; on appeal, the First Circuit affirms.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Accrual date for tort claims under Maine law | Rared argues accrual in 2004 when rent would have increased | Rared contends accrual at signing in 1996 regardless of damages | Accrual occurred at contract execution (1996); suit barred in 2002 absent tolling |
| Effect of Maine discovery rule on accrual | Bernier discovery rule extends accrual | Discovery rule limited to specific areas, not in this case | Common-law discovery rule not applicable to nondisclosure misrepresentation here |
| Statutory tolling under 14 Me. Rev. Stat. § 859 | Tolling allows late filing after discovery | Tolling does not revive time-bar for this misrepresentation in absence of section 551 adoption | Section 859 tolling insufficient to save claim; no Maine adoption of § 551 |
| Nondisclosure as misrepresentation under Maine law | Failure to disclose material term is misrepresentation | No active concealment; term was disclosed in contract | No misrepresentation; no active concealment or special duty to disclose |
| Existence of a special relationship imposing duty to disclose | Business relationship creates affirmative duty | Sophisticated, arm's-length parties with counsel; no fiduciary/confidential relation | No special relationship; no duty to disclose |
Key Cases Cited
- Bernier v. Raymark Indus., Inc., 516 A.2d 534 (Me. 1986) (injury and accrual concepts in Maine torts)
- Johnston v. Dow & Coulombe, Inc., 686 A.2d 1064 (Me. 1996) (discovery rule limited; tolling context described)
- Letellier v. Small, 400 A.2d 371 (Me. 1979) (constructive notice and disclosure duties framework)
- Fitzgerald v. Gamester, 658 A.2d 1065 (Me. 1995) (nondisclosure liability standards; reliance factors)
- Kezer v. Mark Stimson Assocs., 742 A.2d 898 (Me. 1999) (obvious falsity and non-disclosure latitude)
- Eaton v. Sontag, 387 A.2d 33 (Me. 1978) (confidential relationship not presumed from friendship)
- Elliott S. Peterson Co. v. Parrott, 152 A. 313 (Me. 1930) (caution against careless contract signing; no protection for signor)