Providence County Superior Court
For Plaintiff: Mitchell S. Riffkin, Esq.
For Defendant: John T. D’Amico, Jr., Esq. Pamela B. Quigley, Esq. Lisa Dinerman, Esq. Megan K. DiSanto, Esq.
Plaintiff Mentor, Inc. (Mentor or Plaintiff) brings this suit, alleging claims for breach of contract and defamation against several members of the Providence School Department (PSD) in their representative and individual capacities; Stephen T. Napolitano (Napolitano), in his official capacity as the Treasurer of the City of Providence; and the City of Providence (collectively, Defendants). In its Decision of January 29, 2008, this Court granted Defendants' Motion for Summary Judgment as to Mentor's alleged civil rights claims under 42 U.S.C. § 1983, but denied summary judgment as to the breach of contract claim and reserved judgment as to the defamation claim. See Mentor, Inc. v. Lam, No. PB 01-3859, 2008 WL 914382 (R.I. Super. Jan. 29, 2008) (Silverstein, J.). Currently before the Court for decision is Defendants' Motion to Dismiss Mentor's Third Amended Verified Complaint (the Complaint) in its entirety pursuant to Super. R. Civ. P. 41(b) (Rule 41(b)), or, in the alternative, Motion for Summary Judgment pursuant to Super. R. Civ. P. 56 (Rule 56), as to the remaining breach of contract and defamation claims. Additionally, Defendants move to strike the affidavits of Thomas DiPippo (DiPippo) and Arthur Mossberg (Mossberg). Mentor opposes Defendants' Motions.
Facts and Travel
This matter has been pending before the Court for approximately fourteen years. The pertinent facts of this matter were succinctly summarized in the Court's January 29, 2008 Decision. Now, presented with another summary judgment motion filed by Defendants, the Court again has occasion to write on the matter. The following brief review of the facts is necessary.
Mentor is a Rhode Island non-profit corporation that provides adult education services to public and private institutions. (Compl. ¶ 1). From September 1996 to August 31, 2000, Mentor provided these services to the PSD. Id. at ¶¶ 3-4. Specifically, Mentor described its services as including recruitment, placement, instruction, counseling, and administration of various examinations. Id. at ¶ 7. During its relationship with the PSD from 1996 to 2000, Mentor claims in its Complaint that no formal written agreement existed between the parties. Id. at ¶¶ 4-5. However, documents produced by Defendants in opposition to Plaintiff's Motion actually show that a written agreement existed for each school year prior to 2001 and was duly executed by Mentor and the PSD. See Defs.' Mem. in Supp. of Mot., App. G. A purchase order from the PSD's Purchasing Department was then ordered and issued. See id. In any event, prior to the signing of an agreement between the parties for that year, Mentor would prepare a so-called Adult Education Plan (AEP), which would then be reviewed by the PSD. See Compl. ¶¶ 4-6. Mentor alleges that its contractual relationship with the PSD was established on a year-to-year basis in accordance with certain terms set forth in the AEPs. See id.; Defs.' Mem. in Supp. of Mot., App. D. Relevant to the instant dispute is Mentor's allegation that at some point after August 2000, PSD and Mentor entered into a two-year agreement for Mentor's services for both fiscal years 2001 and 2002; Defendants do not contest that there was an agreement for fiscal year 2001.
Mentor's claims regarding its two-year entitlement with the PSD stem from its last AEP, wherein Mentor drafted a funding proposal for the PSD to submit to the Rhode Island Department of Education (RIDE). See id. at ¶ 9; Defs.' Mem. in Supp. of Mot., App. H. Generally, as described in Defendants' supporting memorandum, once RIDE received its allocated federal grant funds from the United States Department of Education, RIDE would issue "requests for proposals" (referred to as RFPs) to local education agencies, such as the PSD. To that end, on or about May 9, 2000, RIDE issued an RFP outlining its "Program Priorities" for fiscal years 2001 and 2002 for the "Adult Education Instructional Programs." See Defs.' Mem. in Supp. of Mot., App. E at 1. In pertinent part, the RFP stated that all applicants would be considered for two-year grants with funding provided for fiscal year 2001 to successful applicants. For fiscal year 2002 of the grant, the RFP stated, "[f]unding for program activities in the second year (1 July 2001-30 June 2002) of the grant will be based on adequacy of performance by each provider in year one . . . and the amount of funds available for distribution based on Federal and State appropriations." See id.
In support of Mentor's contention that it had a contract with the PSD for fiscal year 2002, Mentor principally relies upon a so-called "oral contract" allegedly formed between Mentor and DiPippo, the Federal Grant Liaison Officer at the PSD to RIDE, at some point in 2000. See Mossberg Aff. at 2, Sept. 30, 2014; DiPippo Aff. at 3, Sept. 25, 2014. According to DiPippo, funding was originally in place for Mentor's second year, although he subsequently became aware of letters from the PSD dated in early 2001 that funding for adult education programs was to be redirected. See DiPippo Aff. at 2. On February 13, 2001, in a letter sent to PSD's "agency partner, " PSD advised that it was evaluating its current expenditures and, based on its ultimate priorities for the 2001-2002 school year, may not be able to provide funding to certain programs. (Pl.'s Obj. to Mot., Ex. F). Specifically, the PSD wrote "the [PSD] can make no monetary commitments to our current and traditional partners. We would advise that your agency make no monetary decisions and commitments that rely on funds previously available from the [PSD]." Id. This letter apparently was in response to a letter from Susan F. Lusi (Lusi) of RIDE to Superintendent of Providence Public Schools Diana Lam (Lam), wherein PSD would be required to direct "state Literacy Set-Aside funds" to various groups of students in kindergarten through high school. See Defs.' Mem. in Supp. of Mot., App. R. According to Defendants-and uncontested by Plaintiff-those funds included the approximate $650, 000 allocated by the PSD to adult education programs for fiscal year 2001. In fiscal year 2001, Mentor received $850, 503 for the provision of adult education services. See id., App. Q (collection of payment documentation).
Thereafter, as set forth in the Complaint, Mentor alleges that Lam, in an effort to reduce funding for adult education services in the upcoming budget, sought to "falsely assert that [Mentor] was incompetent, purposely deceitful in its handling of finances, and the delivery of effective services." (Compl. ¶¶ 10, 15). On March 14, 2001, Yoel Camayd-Freixas (Camayd-Freixas), then serving as Special Assistant to the Superintendent at Providence Public Schools, sent a letter to Mossberg apprising him of PSD's election to conduct mid-year reviews for its outsourced service contracts and that Mentor may be among those organizations selected for such review. See Defs.' Mem. in Supp. of Mot., App. T. On March 22, 2001, Mentor received correspondence from Camayd-Freixas indicating that Mentor had been selected for such review. Id. Mentor claims Lam hired Camayd-Freixas, under the guise of a supposed "neutral" outside evaluator, to "discredit, " "defame, " and "malign" Mentor in furtherance of her intended budget reduction. See Compl. ¶¶ 10, 13, 23, 26. Camayd-Freixas allegedly was, in fact, neither independent nor neutral, but rather shared a prior "professionally intimate" relationship with Lam during their corresponding tenure at various school systems in Massachusetts. See id. at ¶¶ 24-25.
In connection with the mid-year reviews performed by the PSD, Camayd-Freixas presented his "Evaluation Summary" regarding Mentor on May 7, 2001 during a special meeting of the Providence School Board (PSB). See Defs.' Mem. in Supp. of Mot., App. U; see generally Evaluation Summary. Giving rise to its defamation claims, Mentor characterizes Camayd-Freixas' Evaluation Summary as "a scathing and pejorative report against [Mentor] which was unsupported by facts, characterized by misstatements, and the intentional manipulation of data to mislead the Providence School Committee, and the public, into reaching a decision adverse to the Plaintiffs." (Compl. ¶ 27). Mentor was not engaged for fiscal year 2002. As a result, Mentor claims Defendants breached their oral agreement to retain Mentor for a second year.
Mentor filed suit against Defendants on July 23, 2001. Defendants filed their present Motion seeking either dismissal of this action or summary judgment as to Mentor's breach of contract and defamation claims on July 31, 2014. A hearing on the Motion was held on December 8, 2014.
Standard of Review
Defendants' Motion is two-fold: it seeks to dismiss the Complaint with prejudice pursuant to Rule 41(b),  and to the extent the Court denies that relief, Defendants seek summary judgment pursuant to Rule 56. Each will be discussed below, in seriatim.