129 A.3d 63
R.I.2016Background
- In March 2011 Danforth contracted to sell her Providence home to Timothy and Rebecca More for $700,000 with a $30,000 escrow deposit held by attorney Andrew Davis; closing was set no later than October 17, 2011.
- The PSA contained an inspection contingency requiring the buyers to notify the seller in writing by April 4, 2011 if the inspection was unsatisfactory ("time is of the essence"); failure to timely terminate left the seller entitled to retain the deposit as sole remedy if buyers later defaulted.
- The buyers did not notify Danforth by April 4; they inspected on April 7 and later communicated concerns about termites and a damaged front door but repeatedly indicated intent to proceed.
- The Mores missed the scheduled closing in mid‑October 2011; Danforth notified them of default and later sued to retain the $30,000 deposit and obtain a declaratory judgment; she also sought attorney’s fees.
- The Superior Court granted Danforth summary judgment, allowed her to keep the deposit, awarded prejudgment interest on the deposit from the scheduled closing until its release, and denied attorney’s fees; both parties appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether summary judgment on breach was proper given alleged termite and door damage | Danforth: buyers failed to timely invoke inspection contingency and she was ready to close; buyers defaulted | More: claimed material fact existed whether property was in same condition at closing due to termites/door damage | Affirmed — buyers waived inspection remedy by missing April 4 deadline; damage from attempted break‑in was an "unavoidable casualty" excluded; termites could have been raised only by timely notice |
| Whether Danforth tendered performance / was ready and willing to close | Danforth: attendance at closing and email exchanges constituted sufficient tender | More: argued seller did not tender performance | Affirmed — seller’s readiness (attendance/communications) sufficed; buyers failed to appear |
| Whether prejudgment interest on the retained deposit was permissible under § 9‑21‑10 | Danforth: award proper because judgment included breach of contract damages (deposit retained as damages) | More: argued deposit was held by escrow agent (defendants got no benefit) and claim was declaratory/equitable so interest statute inapplicable | Affirmed — deposit retained constituted pecuniary damages in breach action and prejudgment interest is ministerial to compensate plaintiff’s delay in receiving money regardless of who held funds |
| Whether attorney's fees should be awarded under G.L. 1956 § 9‑1‑45(1) for absence of justiciable issue | Danforth: Mores raised no justiciable law or fact and fees were warranted | More: contested merits (termites/door) justified defense | Affirmed denial — trial justice found the termite/door issues were justiciable (though meritless); denial was not an abuse of discretion |
Key Cases Cited
- Narragansett Indian Tribe v. State, 81 A.3d 1106 (R.I. 2014) (summary judgment standard / de novo review)
- Kottis v. Cerilli, 612 A.2d 661 (R.I. 1992) (tender and readiness to perform in concurrent acts)
- Andrews v. Plouff, 66 A.3d 840 (R.I. 2013) (distinguishing return of deposit from damages that support prejudgment interest)
- Fravala v. City of Cranston ex rel. Baron, 996 A.2d 696 (R.I. 2010) (declaratory relief not awarding pecuniary damages for prejudgment interest purposes)
- Turacova v. DeThomas, 45 A.3d 509 (R.I. 2012) (prejudgment interest in breach contexts)
- Shine v. Moreau, 119 A.3d 1 (R.I. 2015) (standard and review for attorney’s‑fees awards under statute)