SEAPORT STUDIOS, INC.
RUSSELL W. WALDO; JAMES D. HENNESSEY; JHRW, LLC; 118 BAY STREET CORPORATION; and TOWN OF WESTERLY
For Plaintiff: Gregory P. Massad, Esq., Kathleen M. Flynn, Esq.
For Defendants: Kelly M. Fracassa, Esq., Richard A. Boren, Esq.
This matter is before the Court on the motions of the Defendants to dismiss Count III of the Plaintiff's Amended and Supplemental Complaint.
Facts and Travel
In 1985, Plaintiff, Seaport Studios, Inc. (Seaport), entered into a ninety-nine year lease agreement (Lease) with Defendants Russell W. Waldo (Waldo) and James D. Hennessey (Hennessey) to rent property located in Westerly, Rhode Island for commercial use. (Am. and Supplemental Compl. (Compl.) ¶¶ 11, 13.) Waldo and Hennessey are general partners of Defendant JHRW, LLC (JHRW). Id. at ¶ 5. The Lease contained a condominium provision that indicated if the premises were submitted to the R.I. Condominium Act, the Lessor would furnish a condominium unit deed for the leased premises to the Lessee. Id. at ¶ 14.
In 2008, the premises were converted into Napatree Point A Master Condominium. Id. at ¶¶ 15-16. There are three units on the property; Unit A houses residential and commercial units and Unit C is a parking lot. (Defs.' Mem. 2.) Seaport owns and operates a retail use out of Unit B, and, under the Lease as it existed prior to the property becoming a condominium, Seaport had use of one parking space, which it rented on an annual basis. Id.
Seaport originally claimed that Waldo and Hennessey had failed to furnish Seaport with a condominium unit deed following lawful demand after the property was converted into condominiums, in violation of the Lease. (Compl. ¶ 17.) However, Waldo and Hennessey conveyed the deed to Seaport on July 18, 2013, rendering this count moot. See Seaport Studios, Inc. v. Waldo, et al., No. WC-09-0871, 2014 WL 2457775, at *1 (R.I. Super. May 28, 2014) (Trial Order).
In 2005, Waldo and Hennessey submitted a parking plan (2005 Plan) to the Town of Westerly (Town), in accordance with Westerly Town Ordinance 260-77 (Ordinance 260-77). This plan included a parking calculation which appears to include Seaport's unit, along with other properties. The 2005 Plan was accepted by the Town. Compl. ¶¶ 56, 57. In 2009, Seaport brought this action against Napatree Point A Master Condominium alleging various claims. In 2012, Waldo and Hennessey submitted a new parking plan (2012 Plan), which Seaport claims does not comply with Ordinance 260-77. Id. at ¶¶ 58-59. The Westerly Town Planner approved the 2012 Plan in a preliminary form without an official zoning review, which Seaport claims to be in violation of Ordinance 260-77. Id. at ¶ 60. Seaport alleges that the 2012 Plan failed to show which residences and commercial units are served by the parking lot; how the number of spaces per unit is calculated; and how the spaces relate to the number of residences and the square footage of commercial units. Id. at ¶ 59. Seaport asserts that Ordinance 260-77 requires it to have nine parking spaces and that the 2012 plan does not provide it with those required spaces, thus rendering its property non-conforming as per the Town of Westerly Zoning Regulations. Id. at ¶¶ 56, 59.
In 2014, Seaport filed an Amended and Supplemental Complaint, including Count III, which added the Town as a Defendant and which is at issue in these Motions to Dismiss. Count III relates to these nine commercial parking spaces to which Seaport claims it is entitled. Id. at ¶¶ 22-23. In Count III, Seaport seeks declaratory judgment against the Town enforcing its rights under Ordinance 260-77 and asking the Court to strike down the 2012 Plan.
Waldo, Hennessey, JHRW, and 118 Bay Street Corporation (collectively NPC) and the Town move to dismiss Count III based on Seaport's lack of standing to seek enforcement of Ordinance 260-77. The parties maintain that there is no actual case or controversy between the Town and Seaport, rendering declaratory judgment inappropriate in the instant matter. NPC and the Town further argue that Seaport failed to exhaust its administrative remedies by not appealing the Town Planner's decision to the Westerly Zoning Board. Seaport contends that the Town is a necessary and material ...