Providence County Superior Court
For Plaintiff: John A. Tarantino, Esq., Todd D. White, Esq.
For Defendant: Gerard M. DeCelles, Esq., Steven J. DeLuca, Esq.
Before the Court are Defendants D.A.Y. Global Trading Company, Inc. (D.A.Y.) and Paula Baez Aybar f/k/a Paula Bueno's (Ms. Bueno) (collectively, the Defendants) respective Motions to Dismiss all claims set forth in Plaintiff Michael Ianiero's (Ianiero) Amended Verified Complaint pursuant to Super. R. Civ. P. 12(b)(6) (Rule 12(b)(6)). The instant dispute arises from an agreement among the parties for the payment of certain compensation arising from a potential real estate transaction in the Dominican Republic. Defendants move this Court to dismiss all Counts based, inter alia, on the assertion that Ianiero is improperly attempting to recover a fee or compensation without a real estate broker's license in violation of G.L. 1956 § 5-20.5-21.
Facts and Travel
Prior to addressing the legal arguments surrounding whether Ianiero is entitled to compensation from D.A.Y., a brief recitation of the relevant facts is warranted. On September 14, 2004, Ianiero and Ms. Bueno entered into a Compensation Agreement (the Agreement) with D.A.Y. regarding the potential sale and development of certain real estate in the Dominican Republic (the Dominican Republic Real Estate). The Dominican Republic Real Estate is owned by Marcos Marte (Marte) and/or MEBESA, who was interested in locating a buyer for the property. D.A.Y. executed the Agreement with Ianiero and Ms. Bueno with the express purpose of compensating them "for their participation should the proposed sale generate compensation for [D.A.Y.]." Ianiero and Ms. Bueno jointly facilitated an introduction between D.A.Y. and Marte, through which D.A.Y. was believed to be presented with the opportunity to sell the Dominican Republic Real Estate in some capacity on behalf of Marte.
Neither the Agreement nor Ianiero's Amended Verified Complaint explicitly states in what capacity D.A.Y. was to operate relative to its relationship with Marte; more specifically, there is no evidence as to whether or not D.A.Y. had been retained as a real estate broker on behalf of Marte or served some other function. Moreover, the Agreement fails to identify what role, if any, Ianiero and Ms. Bueno played in the relationship between D.A.Y. and Marte, other than bringing D.A.Y. the "real estate offer" from Marte. Interestingly, however, Ianiero alleges in Paragraph nine of the Amended Verified Complaint that "D.A.Y. and R. Daniel Harrop, its President, worked with Plaintiff and others to find a suitable buyer for the Dominican Republic Real Estate." Consequently, the Agreement fails to shed light on whether the bargained-for compensation was for his services in merely introducing D.A.Y. to Marte, or if the Agreement indeed contemplated compensating him for helping to find a buyer as well.
In any event, pursuant to the terms of the Agreement, Ianiero and Ms. Bueno would equally divide the compensation in "an amount equal to ten (10%) per cent of the compensation paid to [D.A.Y.]" and the fees would be immediately paid out of any compensation earned by D.A.Y. that arises from the sale of the Dominican Republic Real Estate. As Ianiero presupposes in the Amended Verified Complaint, this compensation arrangement was for a so-called "Finders Fee." Through a series of extensions due to the pendency of a closing on the Dominican Republic Real Estate, the Agreement was extended to December 31, 2014. According to Ianiero, however, Ms. Bueno did not sign the extension. In July 2014, Ianiero received a document entitled "Amendment to Agreements" (the Proposed Amendment) from D.A.Y., signed by Harrop on July 4, 2014, seeking to modify the original terms of the Agreement. The Proposed Amendment, inter alia, sought to increase Ms. Bueno's percentage of compensation while simultaneously decreasing Ianiero's percentage. Harrop informed Ianiero that the Dominican Republic Real Estate would be sold for $420, 000, 000 rather than $235, 000, 000 as originally contemplated. Based on the increased sale price of the property, Ianiero claims that he would have received $630, 000 under the original Agreement, but instead would receive only $400, 000 under the Proposed Amendment.
Ianiero's Amended Verified Complaint sets out the following counts: (1) breach of contract as to both Defendants; (2) breach of the covenant of good faith and fair dealing as to both Defendants; (3) quantum meruit; (4) constructive trust; (5) accounting; and (6) a declaratory judgment with respect to Ianiero's rights to compensation under the Agreement. D.A.Y. filed the instant Motion to Dismiss these counts grounded on the overarching theory that Ianiero is not entitled to compensation under the Agreement because the underlying real estate transaction has yet to occur. Ms. Bueno has also filed a Motion to Dismiss founded on similar theories that the action against D.A.Y. and Ms. Bueno is premature and Ianiero's claim is not ripe for review. Ianiero objects to the Motions to Dismiss.
Standard of Review
The criteria the Court considers in determining whether to grant a motion to dismiss are well settled in this jurisdiction. In reviewing a motion to dismiss, the Court "examines the allegations contained in the plaintiff's complaint, assumes them to be true, and views them in the light most favorable to the plaintiff." Palazzo v. Alves, 944 A.2d 144, 149 (R.I. 2008) (citing Ellis v. R.I. Pub. Transit Auth., 586 A.2d 1055, 1057 (R.I. 1991)). In Rhode Island, "the sole function of a motion to dismiss is to test the sufficiency of the complaint." Barrette v. Yakavonis, 966 A.2d 1231, 1234 (R.I. 2009). While the Court's review on a motion to dismiss is confined to the four corners of the complaint, a trial justice may also consider those documents attached to a complaint that are deemed incorporated therein by reference and may rely on such documents in deciding a Rule 12(b)(6) motion. See Narragansett Elec. Co. v. Minardi, 21 A.3d 274, 278 (R.I. 2011); Bowen Court Assocs. v. Ernst & Young, LLP, 818 A.2d 721, 725-26 (R.I. 2003). Accordingly, a trial justice must grant a Rule 12(b)(6) motion to dismiss "when it is clear beyond a reasonable doubt that the plaintiff would not be entitled to relief from the defendant under any set of facts that could be proven in support of the ...