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Andrews v. Lombardi

Superior Court of Rhode Island

February 2, 2017

MANUEL ANDREWS, JR., et al., Plaintiffs,
v.
JAMES J. LOMBARDI, in his capacity as Treasurer of the City of Providence, Rhode Island, Defendant. MANUEL ANDREWS, JR., et al., Plaintiffs,
v.
JAMES J. LOMBARDI, in his capacity as Treasurer of the City of Providence, Rhode Island, Defendant.

          For Plaintiff: Stephen H. Burke, Esq.; Thomas J. McAndrew, Esq.; Kevin F. Bowen, Esq.

          For Defendant: Jeffrey M. Padwa, Esq.; William M. Dolan, III, Esq.; Nicholas L. Nybo, Esq.

          DECISION

          TAFT-CARTER, J.

         This matter is before the Court for decision following a non-jury trial on consolidated Complaints[1] filed by Plaintiffs, retired City of Providence police officers and firefighters (Plaintiffs or Retirees), against Defendant, James J. Lombardi, in his capacity as Treasurer of the City of Providence (Defendant or City). The Plaintiffs are sixty-seven retired members of the Providence Police Department and Providence Fire Department who retained their right to sue the City by excluding themselves from a class action settlement. The Court is tasked to decide whether a State statute and certain City ordinances violate the Contract Clause of the Rhode Island and United States Constitutions. See U.S. Const. art. I, § 10; R.I. Const. art. I, § 12. Specifically, Plaintiffs assert that they had vested contractual rights to lifetime healthcare benefits; therefore, requiring them to enroll for Medicare upon eligibility is a violation of the federal and state Contract Clause. In addition, Plaintiffs assert that the annual compounded cost of living adjustment (COLA) is a vested contractual right, the suspension of which amounts to a violation of the Contract Clause. Plaintiffs also allege breach of contract and seek declaratory and injunctive relief.

         In each case, the City maintains that its actions do not violate the Contract Clause. It argues that Retirees have not satisfied their burden to show that the City's actions amounted to a substantial impairment of contractual rights. The City also contends that it has presented sufficient credible evidence that its actions were reasonable and necessary to achieve a significant and legitimate public purpose. In April of 2016, the matter proceeded to a non-jury trial. The Court exercises jurisdiction pursuant to G.L. 1956 §§ 8-2-13 and 9-30-1.

         I

         Findings of Fact

         The Court has reviewed the evidence presented at trial by both parties and makes the following findings of fact.

         Angel Taveras (Mayor Taveras) was sworn into office as Mayor of the City of Providence on January 3, 2011. Trial Tr. 47:20-48:1, Apr. 19, 2016 (Afternoon Session) (Mayor Taveras). When he assumed office in 2011, unemployment in the State's capital city was above the State and national average; car taxes were the highest in the State; and the commercial tax rate was one of the highest in the country. Id. at 60:25-61:15. Upon taking office, Mayor Taveras knew that there was a budget deficit. The severity of the crisis facing the City, however, was unknown. Id. at 48:10-49:4.

         In order to accurately examine and fully appreciate the City's finances, Mayor Taveras executed an executive order creating the Municipal Finances Review Panel (panel).[2] Id. at 49:12-15; see Ex. 104 at 24. The panel met over the course of several weeks and issued a final report on February 28, 2011. See Ex. 104. The report concluded that the City faced a $69.6 million structural budgetary deficit for the fiscal year ending June 30, 2011 and a $109.9 million structural budgetary deficit for the fiscal year ending June 30, 2012. Id. at 2.

         The report outlined the significant financial challenges confronting the City. These challenges included the underfunded City pension plan. Ex. 104 at 11. It was determined that the pension plan was 34% funded, with an unfunded accrued actuarial liability of $828, 484, 000.[3]Id. The annual required contribution (ARC) was expected to increase dramatically. Id. It was projected that the fiscal year ending June 30, 2039 would require an ARC in excess of $210 million. Id. The root causes of the poorly funded pension plan resulted from years of inadequate funding, generous benefits and COLAs provided to the retirees, liberal disability pensions, and early retirement. Id. Furthermore, 27% of the retirees received the benefit of a compounded COLA of 5% or 6%. Id. at 12. The rich COLA benefit resulted in the doubling of the retirees' annual pensions every sixteen or thirteen years, respectively. Id. Another observation negatively impacting the City's pension plan concerned the actuarial valuation of the plan's use of the investment return assumption of 8.5%. Id.

         In addition to the issues involving the pension plan, medical costs for current employees and retirees represented more than 15% of the City's annual budget. Id. at 14. The unfunded accrued actuarial liability of the City's retiree health plan reached $1, 497, 451, 000. Id. at 15. Furthermore, many employees received lifetime medical coverage, and copays for retirees were minimal. Id.

         Mayor Taveras took immediate action to address the financial crisis. Trial Tr. 56:7-9, Apr. 19, 2016 (Afternoon Session) (Mayor Taveras). He first consulted with the Director of Administration, Michael D'Amico. Id. at 53:13-54:6, 55:23-24; Trial Tr. 11:21-12:7, Apr. 20, 2016 (Morning Session) (Mr. D'Amico). Both men were aware that the City filing for bankruptcy was a real possibility, particularly if there was no pension or healthcare reform. Trial Tr. 64:4-16, Apr. 19, 2016 (Afternoon Session) (Mayor Taveras); Trial Tr. 14:2-8, Apr. 20, 2016 (Morning Session) (Mr. D'Amico). Unwilling to concede bankruptcy, Mayor Taveras was determined to approach and solve the crisis in a collaborative manner, which he termed as "shared sacrifice." Trial Tr. 58:3, Apr. 19, 2016 (Afternoon Session) (Mayor Taveras). Mayor Taveras sought to have all stakeholders in the City-its employees, retirees, taxpayers, universities, and hospitals-carry the burden of sacrifice and become part of the fiscal solution. Id. at 58:5-17. To lead by example, Mayor Taveras immediately reduced his compensation by 10% and renounced his elected official pension. Id. at 56:12-16. Mayor Taveras took the additional steps of laying off approximately 10% of nonunion employees, terminating teachers, closing five schools, alerting the Governor of the extent of the problem, and seeking assistance from the General Assembly. Id. at 56:17-57:2, 58:25-59:1. To increase revenue, the City sought and obtained additional reimbursement for payment in lieu of taxes, generated fees with fire hydrants and alarm boxes, increased parking enforcement, cut funding to libraries and across departments, including a 13% reduction in the budget for the Mayor's office, and negotiated with tax-exempt universities and hospitals. Id. at 58:25-59:11. Despite all of these efforts, Mayor Taveras was forced to increase taxes above the tax levy. Id. at 59:12-15. This action required approval from the State Director of Revenue. Id. at 59:15-60:3.

         Meanwhile, Mayor Taveras continued to explore the option of a bankruptcy. This option was considered despite the realization that it would be devastating to the City. Id. at 66:4-5. A bankruptcy would affect the ability of the City to attract business. Id. at 66:7-14. The Taveras administration determined that prior to filing bankruptcy, it was incumbent upon the City to take all steps to prevent a filing. These steps included negotiating contracts, making budgetary cuts, and generally doing everything possible to solve the problem in the first instance. Id. at 66:15- 19. The City considered closing libraries and recreational centers to cure the financial crisis. Id. at 66:20-25. The overall impact of those options, however, would have been disastrous for the City's youth as well as public safety. Id. at 66:25-67:1. Mayor Taveras felt a legal and moral responsibility to solve the problem without a bankruptcy filing. Id. at 67:2-6. In reaching this conclusion, Mayor Taveras took into account the interests of the City's retirees. He noted the Central Falls bankruptcy reduced retirees' pensions approximately 55%. Id. at 67:7-18.

         Thus, Mayor Taveras turned to the City's other stakeholders to further increase revenues. He engaged in negotiations with the tax-exempt universities and hospitals in an attempt to persuade them to increase their contributions to the City in lieu of taxes. Id. at 67:19-69:6. This endeavor was successful. The contributions from the tax-exempts totaled approximately $1.9 million in 2011. The amount increased to $8 million per year after the negotiations. Id. at 69:7- 18. The City also considered selling several of its properties and repurposing some of its schools, but it was unsuccessful. Id. at 69:19-71:1, 71:24-72:13, 72:25-73:8.

         At the same time, Mayor Taveras directed Mr. D'Amico to reduce the overall cost of union contracts by approximately 10%. Id. at 74:3-25; Trial Tr. 33:22-35:5, Apr. 20, 2016 (Morning Session) (Mr. D'Amico). Through negotiations, Mr. D'Amico succeeded, saving approximately $4 million per year on the Local 1033 Laborers Union contract, $6 million annually on the firefighters and police union contracts, and $18 million yearly on the Providence Teachers Union contract. Trial Tr. 75:4-16, Apr. 19, 2016 (Afternoon Session) (Mayor Taveras); Trial Tr. 33:22-36:5, 36:20-40:23, Apr. 20, 2016 (Morning Session) (Mr. D'Amico).

         The City also turned to its retirees for concessions. In order to address the unfunded accrued healthcare liability, Mayor Taveras sought enabling legislation from the State allowing the City to require the retirees to enroll in Medicare. Trial Tr. 77:15-18, Apr. 19, 2016 (Afternoon Session) (Mayor Taveras). The General Assembly passed P.L. 2011, ch. 151, art. 12, § 2, codified as G.L. 1956 § 28-54-1 (Medicare Enrollment Statute), which states:

"Every municipality, participating or nonparticipating in the municipal employees' retirement system, may require its retirees, as a condition of receiving or continuing to receive retirement payments and health benefits, to enroll in Medicare as soon as he or she is eligible, notwithstanding the provisions of any other statute, ordinance, interest arbitration award, or collective bargaining agreement to the contrary. Municipalities that require said enrollment shall have the right to negotiate any Medicare supplement or gap coverage for Medicare-eligible retirees, but shall not be required to provide any other healthcare benefits to any Medicare-eligible retiree or his or her spouse who has reached sixty-five (65) years of age, notwithstanding the provisions of any other statute, ordinance, interest arbitration award, or collective bargaining agreement to the contrary. Municipality provided benefits that are provided to Medicare-eligible individuals shall be secondary to Medicare benefits. Nothing contained herein shall impair collectively bargained Medicare Supplement Insurance." Sec. 28-54-1 (emphasis added).

         Thereafter, the City implemented its plan to reduce the mounting medical costs by requiring eligible retirees to enroll in Medicare. Trial Tr. 77:25-78:5, Apr. 19, 2016 (Afternoon Session) (Mayor Taveras).

         On July 19, 2011, pursuant to the authority granted by the Medicare Enrollment Statute, the City passed Providence, R.I., Code of Ordinances, ch. 2011-32, No. 422, amending Code of Ordinances, art. VI, ch.17 (Medicare Ordinance). The ordinance provides:

"Notwithstanding any other ordinance, collective bargaining agreement, or interest arbitration award:
"(1) As a condition of receiving or continuing to receive retirement payments and health benefits, all retired individuals and spouses of retired individuals shall enroll in Medicare immediately upon eligibility. Any health benefits provided by the city to Medicare-eligible individuals shall be secondary to the Medicare benefits. "(2) With the exception of Medicare supplement or gap coverage, the city shall not provide Medicare-eligible retirees or Medicare-eligible spouses of retirees with healthcare benefits. The cost of said Medicare supplement or gap coverage shall be paid by the city and/or retiree as otherwise provided by ordinance or contract. "(3) Nothing contained in this section shall be construed to confer healthcare benefits on a retiree or retiree's spouse which are not otherwise provided by ordinance or contract." Id.; see Ex. 84.

         Subsequently, on October 12, 2011, the Providence Retired Police and Firefighter's Association (Retiree Association) and a number of individual retirees filed suit against the City challenging the constitutionality of the Medicare Ordinance. On January 30, 2012, this Court granted the plaintiffs' motion for a temporary restraining order, preliminarily enjoining the City from terminating their health benefits and forcing them to enroll in Medicare. Providence Retired Police v. City of Providence, No. PC-11-5853, 2012 WL 338226 (R.I. Super. Jan. 30, 2012).

         This Court ordered the parties in C.A. No. PC-11-5853 to mediate the issues and further directed that representatives of Local 799, International Association of Firefighters, AFL-CIO (Fire Union) and Providence Lodge No. 3, Fraternal Order of Police (Police Union) attend the mediation. Joint Statement of Undisputed Facts at ¶ 33; see Ex. 106 at 2. As a result of the mediation sessions, the parties reached a tentative settlement agreement, and the City, the Retiree Association, the Fire Union, and the Police Union entered into memoranda of understanding. Joint Statement of Undisputed Facts at ¶ 33; see Ex. 106 at 2. The terms of the settlement required that eligible retirees enroll in Medicare. The City would pay for certain costs associated with Medicare coverage, including penalties associated with late enrollment, a Medicare supplement plan, and the premium for the prescription drug program with a $10/$20 copayment. Joint Statement of Undisputed Facts at ¶ 34. It was also agreed that the COLA would be suspended from January 1, 2013 until December 31, 2022. Id. at ¶ 33. The settlement was approved, and the Court entered a final and consent judgment on April 12, 2013. Id. at ¶ 37; see Ex. 106. All members of the purported class were afforded the opportunity to exclude themselves from the settlement agreement. Joint Statement of Undisputed Facts at ¶ 35.

         During this same time period, the City Council established the Subcommittee on Pension Sustainability (subcommittee). On April 19, 2012, after months of hearings, the subcommittee issued its report and recommendations. See Ex. 133. The subcommittee recommended a suspension of COLAs until such time as the pension system reaches a funding ratio of 70%. Id. at 34. Implementing this recommendation would save the City $15.6 million annually and reduce the unfunded liability by $236.1 million. Id. at 35. Thus, the City passed Providence, R.I., Code of Ordinances, ch. 2012-20, No. 276, amending Code of Ordinances, art. VI, ch.17 (Pension Ordinance). This ordinance section provides:

"(3) Notwithstanding any other ordinance, collective bargaining agreement, or interest arbitration award, all retired employees and any beneficiary of such employee who receives any service or any ordinary disability retirement allowance or any accidental disability retirement allowance pursuant to the provisions of this article, except for retirement allowances provided for in Sections 17-189(7)(d) and 17-189(9), shall have their cost-of-living adjustment suspended as of December 31 following the plan year in which the actuary's annual valuation determines the retirement system to be in critical status. Suspension of the annual cost of living adjustment shall continue until such time as the actuary determines in the annual actuarial valuation study that the plan's funded percentage is greater than or equal to seventy percent (70%). Within thirty (30) days of the actuary reporting in the annual actuarial valuation study that the plan's funded percentage is greater than or equal to seventy percent (70%), written notice shall be provided to all members that the cost-of-living adjustment shall be restored on the following January 1." Id. at § 17-194(3); see Ex. 85 at 21.

         Other recommendations of the subcommittee were implemented. Employees would be required to contribute to the pension system as long as they were accruing pension credit, the base pension benefit would be adjusted to an average of the highest five consecutive years during the employee's final ten years of service, and pension benefits would be capped at one and one-half times the State's median household income. Trial Tr. 81:21-83:7, Apr. 19, 2016 (Afternoon Session) (Mayor Taveras); see Ex. 133 at 34-35.

         The instant Complaints were filed by sixty-seven Retirees who elected to opt out of the settlement agreement. For organization purposes, Plaintiffs have been grouped into the following categories:

         - Category A consists of nine retired firefighters[4] who retired on or before December 18, 1991, at a time when a ratified collective bargaining agreement (CBA) was in effect and binding on the City.[5] On December 18, 1991, the City, the Police Union, and the Fire Union entered into a final and consent judgment (1991 Consent Decree) by which certain retirees would receive COLAs to their pensions on an annual basis. See Ex. 271. Each Category A Plaintiff claims entitlement to a COLA pursuant to the 1991 Consent Decree. Furthermore, each claims entitlement to healthcare benefits for life under the CBA in effect at the time he retired.

         - Category B consists of five retired police officers[6], [7] who retired on or before December 18, 1991, at a time when a ratified CBA was in effect and binding on the City.[8] Each Retiree in Category B claims entitlement to a COLA pursuant to the 1991 Consent Decree, and each claims entitlement to healthcare benefits for life under the CBA in effect at the time he retired.

         - Category C is composed of both firefighters and police officers who retired after December 18, 1991, and therefore are unaffected by the 1991 Consent Decree.[9] These Plaintiffs retired either at a time when a ratified CBA was in place or during the pendency of a period covered by an interest arbitration award (IAA) made prior to the date of his retirement.[10] They claim both COLAs and healthcare benefits thereunder.

         - Category D Plaintiffs are three retired firefighters who had been promoted to Battalion Chief and Deputy Assistant Chief and one retired police officer who had been promoted to the rank of Major.[11] See Trial Tr. 5:17-6:6, Apr. 5, 2016 (Morning Session) (Mr. D. Simoneau); Trial Tr. 59:20-24, Apr. 6, 2016 (Morning Session) (Mr. Costa); Trial Tr. 99:9-100:6, Apr. 11, 2016 (Morning Session) (Mr. Cochrane); Trial Tr. 118:14-20, 122:21-123:4, Apr. 14, 2016 (Morning Session) (Mr. Celeberto). In such positions, they were not covered by any CBA when they retired. Therefore, they rely on an implied-in-fact contract theory in claiming their rights to retirement benefits.

         - Plaintiffs in Category E are two retired police officers and two retired firefighters[12] who are nearly identical to those Retirees in Category C in the sense that they retired on a date when a ratified CBA was in effect and binding on the City and claim entitlement to benefits thereunder.[13] However, Category E Plaintiffs emphasize the fact that their COLAs were suspended once and then reinstated after litigation. See Ex. 272.

         - Retirees in Category F-nine retired firefighters and one retired police officer[14]-were plaintiffs in Arena v. City of Providence, 919 A.2d 379 (R.I. 2007). Our Supreme Court's prior decision in Providence City Council v. Cianci, 650 A.2d 499 (R.I. 1994), "effectively rendered the 1993-95 police CBA and the 1992-95 fire CBA invalid and unenforceable." Arena, 919 A.2d at 383. Thus, there was no CBA in effect when these Plaintiffs retired. Nevertheless, in Arena, our Supreme Court held that these Category F Retirees had a vested right upon their retirements to receive the 5% COLAs provided by Providence, R.I., Code of Ordinances, ch. 1991-5, No. 81, §§ 9(17), 9(18) (Ordinance 1991-5). See Arena, 919 A.2d at 382-83, 395; see also Ex. 219 at 28a. The absence of a CBA leaves them relying on implied-in-fact contracts for their healthcare benefits.

         - Category G consists of four retired police officers[15] who were plaintiffs in Abad v. City of Providence, C.A. No. PC-01-2223. They claim COLAs pursuant to settlement agreements that they individually entered into with the City in that case. See Exs. 207, 208, 209, 325. Category G Plaintiffs rely on implied contracts for their healthcare benefits.

         - Category H contains two retired firefighters-Roger Farmer and Kenneth Robideau- who were plaintiffs in Bock v. City of Providence, C.A. No. PC-09-0599. They, too, claim COLAs in accordance with settlement agreements they entered into with the City in the previous case. See Exs. 205, 206. Both retired in late 1999. At that time, the 1996-1999 Fire CBA[16] had expired; however, it contained a carry-over provision by which it would remain in effect until the ratification of a new CBA. See Ex. 146 at 67, Art. XXX. Such new CBA, [17] which covered the dates when these Plaintiffs retired, was not signed into full force and effect until September 29, 2000-after they had retired. See Ex. 147.

         - The lone Retiree in Category I, Stephen Day, is a retired firefighter who was a plaintiff in Battista v. City of Providence, C.A. No. PC-09-6047. He entered into a settlement agreement with the City in that case and now claims a COLA calculated thereunder. See Ex. 210. An interest arbitration award covers the date of his retirement.[18]

         - The two Category J Plaintiffs, retired firefighters Leo Simoneau and William Thomas, were plaintiffs in previous cases brought against the city-Mahar v. City of Providence, C.A. No. PC-05-5041, and Thomas v. City of Providence, C.A. No. PC-05-4547, respectively. They claim COLAs pursuant to settlement agreements they entered into in those cases. See Exs. 203, 204. Moreover, the dates of their retirements are covered by an IAA.[19]

         - The singular Category K Plaintiff, Joseph Battista, is a retired firefighter who was a plaintiff in Battista v. City of Providence, C.A. No. PC-09-6047. He, too, entered into a settlement agreement with the City in that case and now claims entitlement to a COLA in accordance therewith. See Ex. 211. However, he retired at a time not covered by an IAA and when no CBA was in effect. He asserts an implied-in-fact contract as the basis of his right to healthcare for life.

         - Finally, retired firefighter Robert Waters is alone in Category L. He relies on an implied-in-fact contract with the City for both the COLA and healthcare.

         More facts as they relate to individual Plaintiffs, specific CBA provisions, and the City's attempts to remedy its fiscal crisis will be discussed where necessary throughout the Court's analysis.

         A non-jury trial was held over the course of seventeen days, during which sixty-eight witnesses testified. At the close of the evidence, the City moved for judgment as a matter of law pursuant to Super. R. Civ. P. 52(c). Trial Tr. 8:15-9:18, May 10, 2016.

         II

         Standard of Review

         Rule 52(a) of the Superior Court Rules of Civil Procedure (Rule 52(a)) provides that "[i]n all actions tried upon the facts without a jury . . . the court shall find the facts specially and state separately its conclusions of law . . . ." Rule 52(a). Accordingly, in a non-jury trial, "'[t]he trial justice sits as a trier of fact as well as of law.'" Parella v. Montalbano, 899 A.2d 1226, 1239 (R.I. 2006) (quoting Hood v. Hawkins, 478 A.2d 181, 184 (R.I. 1984)). In that role, the trial justice "'weighs and considers the evidence, passes upon the credibility of the witnesses, and draws proper inferences.'" Id. (quoting Hood, 478 A.2d at 184). Moreover, "it is permissible for the trial justice to 'draw inferences from the testimony of witnesses, and such inferences, if reasonable, are entitled on review to the same weight as other factual determinations.'" Cahill v. Morrow, 11 A.3d 82, 86 (R.I. 2011) (quoting DeSimone Elec., Inc. v. CMG, Inc., 901 A.2d 613, 621 (R.I. 2006)).

         Yet, the trial justice is not required to conduct an "'extensive analysis'" in order to comply with Rule 52(a). Wilby v. Savoie, 86 A.3d 362, 372 (R.I. 2014) (quoting Connor v. Schlemmer, 996 A.2d 98, 109 (R.I. 2010)). In fact, the "'trial justice's analysis of the evidence and findings in the bench trial context need not be exhaustive . . . if the decision reasonably indicates that [he or she] exercised [his or her] independent judgment in passing on the weight of the testimony and the credibility of the witnesses . . . .'" Id. (alteration in original) (quoting Notarantonio v. Notarantonio, 941 A.2d 138, 144-45 (R.I. 2008)). "'Even brief findings and conclusions are sufficient if they address and resolve the controlling and essential factual issues in the case.'" Broadley v. State, 939 A.2d 1016, 1021 (R.I. 2008) (quoting Donnelly v. Cowsill, 716 A.2d 742, 747 (R.I. 1998)).

         Additionally, Rule 52(c) of the Rhode Island Superior Court Rules of Civil Procedure (Rule 52(c)) allows the Court, in a non-jury trial, to enter judgment as a matter of law after a party has been fully heard on an issue.[20] "[A] finding on a Rule 52(c) motion must comport with the requirements in Rule 52(a), which does not require extensive analysis and discussion of all the evidence presented in a bench trial." Broadley, 939 A.2d at 1021. The trial justice must therefore "assess the credibility of witnesses and weigh the evidence presented by the nonmoving party." Cathay Cathay, Inc. v. Vindalu, LLC, 962 A.2d 740, 745 (R.I. 2009).

         Finally, it is well settled that this Court, sitting without a jury, "[is] vested with jurisdiction to grant or deny declaratory relief pursuant to the [Uniform Declaratory Judgments Act] and to grant or deny injunctive relief as a court of general equitable jurisdiction." R.I. Republican Party v. Daluz, 961 A.2d 287, 295 (R.I. 2008); see also §§ 9-30-1 to 9-30-16; § 8-2-13. The Uniform Declaratory Judgments Act grants this Court the "power to declare rights, status, and other legal relations whether or not further relief is or could be claimed . . . and such declarations shall have the force and effect of a final judgment or decree." Sec. 9-30-1. Thus, "[a] decision to grant or deny declaratory or injunctive relief is addressed to the sound discretion of the trial justice . . . ." Foster Glocester Reg'l Sch. Bldg. Comm. v. Sette, 996 A.2d 1120, 1124 (R.I. 2010).

         III

         Analysis

         A

         Introduction

         Plaintiffs have alleged in their Complaints that the City breached its contracts with Plaintiffs and violated the Contract Clause. See supra note 1. As a threshold matter, this Court must decide as a matter of law whether the ordinances and statute at issue constitute a breach of Plaintiffs' contracts with the City-triggering damages-or a more severe impairment of the obligations thereunder. The Contract Clause of the United States Constitution, as well as that of the Rhode Island Constitution, "limits the power of this state to modify its own contracts and to regulate private contracts."[21] Brennan v. Kirby, 529 A.2d 633, 638 (R.I. 1987) (citing U.S. Trust Co. of N.Y. v. New Jersey, 431 U.S. 1, 17 (1977)); U.S. Const. art. I, § 10; R.I. Const. art. I, § 12. Although the language of the Contract Clause appears literally to bar any impairment of public and private contracts, the United States Supreme Court has refused to interpret it that way. U.S. Trust Co., 431 U.S. at 20 (quoting Home Bldg. & Loan Ass'n v. Blaisdell, 290 U.S. 398, 428 (1934)) (reiterating that "'the prohibition is not an absolute one and is not to be read with literal exactness like a mathematical formula[]'"); see also Energy Reserves Grp., Inc. v. Kan. Power and Light Co., 459 U.S. 400, 410 (1983). Rather, the apparent absolute proscription of the Contract Clause has been "accommodated to the inherent police power of the State 'to safeguard the vital interests of its people.'" Energy Reserves Grp., 459 U.S. at 410 (quoting Blaisdell, 290 U.S. at 434).

         In that regard, the interpretation of the Contract Clause calls for a careful balance between retaining "any meaning at all" from the words of the text and allowing "the exercise of [a state's] otherwise legitimate police power." Allied Structural Steel Co. v. Spannaus, 438 U.S. 234, 242 (1978). Such balance furthers the "principle of harmonizing the constitutional prohibition with the necessary residuum of state power . . . ." City of El Paso v. Simmons, 379 U.S. 497, 508 (1965). For that reason, "state laws that impair an obligation under a contract do not necessarily give rise to a viable Contract Clause claim." Buffalo Teachers Fed'n v. Tobe, 464 F.3d 362, 368 (2d Cir. 2006) (citing U.S. Trust Co., 431 U.S. at 16).

         In the context of the Contract Clause, the United States Supreme Court has distinguished a mere breach of contract from an unconstitutional impairment of a contractual obligation. See Hays v. Port of Seattle, 251 U.S. 233, 237 (1920) ("[I]t is important to note the distinction between a statute that has the effect of violating or repudiating a contract previously made by the state and one that impairs its obligation."). A distinction between these spectrums of claims has been recognized by courts despite the fact that "[t]he cases struggle to articulate the distinction." Horwitz-Matthews, Inc. v. City of Chicago, 78 F.3d 1248, 1250 (7th Cir. 1996). The difference between these claims is premised on the remedy. A discrete disparity has developed in three areas, as courts differentiate "between a mere breach of contract and a measure that defeats the promisee's 'reasonable' or 'legitimate' 'expectations, ' or between a mere breach and a repudiation of the contractual obligation itself, or between a measure that leaves the promisee with a remedy in damages for breach of contract and one that extinguishes the remedy." Id. (citations omitted).

         It is settled, however, that the crux of the Court's analysis focuses on the availability of a remedy in damages for breach. See E & E Hauling, Inc. v. Forest Pres. Dist. of Du Page Cty., Ill., 613 F.2d 675, 677 (7th Cir. 1980); see also St. Paul Gaslight Co. v. City of St. Paul, 181 U.S. 142, 148-49 (1901); Cherry v. Mayor and City Council of Baltimore City, 762 F.3d 366, 371 (4th Cir. 2014); Redondo Constr. Corp. v. Izquierdo, 662 F.3d 42, 48 (1st Cir. 2011); TM Park Ave. Assocs. v. Pataki, 214 F.3d 344, 348-49 (2d Cir. 2000); Horwitz-Matthews, Inc., 78 F.3d at 1250-51. After all, "[it] would be absurd to turn every breach of contract by a state or municipality into a violation of the federal Constitution." Horwitz-Matthews, Inc., 78 F.3d at 1250; see also Crosby v. City of Gastonia, 635 F.3d 634, 642 n.7 (4th Cir. 2011). "A contract creates alternative obligations: performance or payment of damages for breach." Redondo Constr. Corp., 662 F.3d at 48 (citing Oliver Wendell Holmes, The Path of the Law, 10 Harv. L. Rev. 457, 462 (1897)). Thus, when a "state exercises legislative power in a way that eliminates the availability of a remedy or action for damages by the non-breaching party, the state has impaired the contract. In contrast, if some legislative action announces the state's refusal to perform its contractual obligation, the state has simply breached the contract." Yellow Cab Co. v. City of Chicago, 3 F.Supp.2d 919, 922 (N.D. Ill. 1998).

         Here, the Pension Ordinance and the Medicare Ordinance demonstrate the City's intent to preclude a damage remedy. See E & E Hauling, Inc., 613 F.2d at 680-81. For instance, the Ordinances begin with a statement that they apply "[n]otwithstanding any other ordinance, collective bargaining agreement, or interest arbitration award . . . ." See Ex. 84; Ex. 85 at 21. Neither Ordinance merely sets forth the City's intention not to pay Plaintiffs. Compare St. Paul Gaslight Co., 181 U.S. at 149 (finding no impairment where the Supreme Court read the ordinance to "simply express[] the purpose of the city not in the future to pay the interest on the cost of construction of the lamp posts which were ordered to be removed"), with E & E Hauling, Inc., 613 F.2d at 680 (finding an impairment where there was "no indication that the ordinance is merely an indication that the District will no longer accept sludge and liquids while not precluding a damage remedy"). Rather, they establish revised benefit plans whereby Plaintiffs' COLAs will be reinstated and Plaintiffs will continue to receive equivalent healthcare coverage. Simple monetary damages would not provide Plaintiffs with a remedy that makes them whole. See E & E Hauling, Inc., 613 F.2d at 679 (discussing how "because the use of the ordinance precludes a damage remedy, the non-breaching party cannot be made whole"). The fact that the Medicare Ordinance was passed with authorization from the State through the Medicare Enrollment Statute further evidences that the Medicare Ordinance amounted to an impairment rather than a breach. See § 28-54-1; see also Horwitz-Matthews, Inc., 78 F.3d at 1251 (stating that "unless the city council has been delegated authority by the state to modify the law of contracts . . . there is no impairment of the obligation of the city's contracts").

         In addition, the Pension Ordinance and the Medicare Ordinance provide the City with a defense to a breach of contract suit. See E & E Hauling, Inc., 613 F.2d at 679 ("Use of law normally will preclude a recovery of damages because the law will be a defense to a suit seeking damages unless it is clear the law is not to have that effect."). It is clear that the Ordinances are to have that effect. See id. In these types of public pension cases, the threshold issue of whether the state has breached or impaired a contract "would not appear to be an obstacle [to a Contract Clause claim] as plaintiffs could normally contend that they were barred from recovering damages from the State as the result of the State's amendment of their pension plan." Paul M. Secunda, Constitutional Contracts Clause Challenges in Public Pension Litigation, 28 Hofstra Lab. & Emp. L.J. 263 (2011). "A resort to the use of the law in such a circumstance must be considered to raise a claim under the contract clause." E & E Hauling, Inc., 613 F.2d at 680-81.

         Therefore, the claims presented to this Court for consideration concern the issue of the unconstitutional impairment of contract under the Contract Clause, not breach of contract. Accordingly, Plaintiffs' breach of contract claims are denied and dismissed.

         B Contract Clause

         In determining whether a state law unconstitutionally impairs the obligations of a contract, this Court is called upon to conduct a three-prong analysis. See Energy Reserves Grp., 459 U.S. at 411-13; see also In re Advisory Op. to the Governor (DEPCO), 593 A.2d 943, 949 (R.I. 1991). This undertaking requires the following:

"A court first must determine whether a contract exists. If a contract exists, the court then must determine whether the modification results in an impairment of that contract and, if so, whether this impairment can be characterized as substantial. Finally, if it is determined that the impairment is substantial, the court then must inquire whether the impairment, nonetheless, is reasonable and necessary to fulfill an important public purpose." Nonnenmacher v. City of Warwick, 722 A.2d 1199, 1202 (R.I. 1999) (internal citations omitted); see also Retired Adjunct Professors of R.I. v. Almond, 690 A.2d 1342 (R.I. 1997) (applying the same three-prong analysis); R.I. Depositors Econ. Prot. Corp. v. Brown, 659 A.2d 95, 106 (R.I. 1995).

         Plaintiffs bear the burden of production in establishing beyond a reasonable doubt that the challenged ordinances constitute a substantial impairment of a contract. See Retired Adjunct Professors, 690 A.2d at 1344-45; see also Parella, 899 A.2d at 1233; Nonnenmacher, 722 A.2d at 1203-04. If Plaintiffs fail to meet their burden on either of the first two prongs, the case comes to an end. Otherwise, the burden of production shifts to the City to provide sufficient credible evidence that the Ordinances were reasonable and necessary to fulfill a "significant and legitimate . . . purpose[.]" Toledo Area AFL-CIO Council v. Pizza, 154 F.3d 307, 323 (6th Cir. 1998); see also Energy Reserves Grp., 459 U.S. at 411. Thereafter, Plaintiffs may rebut the City's evidence on the third prong, but again it must do so beyond a reasonable doubt. See Donohue v. Mangano, 886 F.Supp.2d 126, 160 (E.D.N.Y. 2012) ("A lack of reasonableness or necessity is an element of a Contract Clause claim which the Plaintiffs bear the burden of establishing.") (citations omitted). Although the burden of production shifts, Plaintiffs bear the burden of persuasion throughout. See Dowd v. Rayner, 655 A.2d 679, 681 (R.I. 1995) ("[T]he party challenging the constitutional validity of a statute carries the burden of persuading the court beyond a reasonable doubt . . . ."); Parella, 899 A.2d at 1232-33 ("[E]very statute enacted by the Legislature is presumed constitutional and will not be invalidated by this Court unless the party challenging the statute proves beyond a reasonable doubt that the legislative enactment is unconstitutional.") (emphasis in original).

         First, the Court must determine whether a contract exists between the parties. See Nonnenmacher, 722 A.2d at 1202; see also Baltimore Teachers Union v. Mayor and City Council of Baltimore, 6 F.3d 1012, 1015 (4th Cir. 1993). If there is no contractual relationship, there cannot have been an unconstitutional impairment of a contract in violation of the Contract Clause. This part of the analysis "goes not just to whether there is any contractual relationship between the parties, but to whether there is a 'contractual agreement regarding the specific . . . terms allegedly at issue.'" Cycle City, Ltd. v. Harley-Davidson Motor Co., 81 F.Supp.3d 993, 1004 (D. Haw. 2014) (quoting Gen. Motors Corp. v. Romein, 503 U.S. 181, 187 (1992)). Plaintiffs must prove the existence of a contractual obligation beyond a reasonable doubt. See Dowd, 655 A.2d at 681.

         However, even if a contract exists, the Contract Clause is not a bar to state legislation unless the impairment of the City's contractual obligations is sufficiently substantial. See Energy Reserves Grp., 459 U.S. at 411; Nonnenmacher, 722 A.2d at 1202. Without setting forth specific guideposts, the United States Supreme Court has indicated that not all contractual impairments are substantial for Contract Clause purposes. For instance, technical impairments are unlikely substantial. See Spannaus, 438 U.S. at 245 ("Minimal alteration of contractual obligations may end the inquiry at its first stage."); see also U.S. Trust Co., 431 U.S. at 21 ("[A] finding that there has been a technical impairment is merely a preliminary step in resolving the more difficult question whether that impairment is permitted under the Constitution."). Yet, "[t]otal destruction of contractual expectations is not necessary for a finding of substantial impairment." Energy Reserves Grp., 459 U.S. at 411; see also U.S. Trust Co., 431 U.S. at 26. The Fourth Circuit has noted that "[t]he ground between these spectral ends, though, has yet to be charted with any precision." Baltimore Teachers Union, 6 F.3d at 1017.

         It is clear, though, that two key factors are to be considered in this analysis: (1) whether the impaired right is one that "substantially induced" the parties to contract in the first place, City of El Paso, 379 U.S. at 514, and (2) whether the abridged right is one that was reasonably and especially relied upon by the complaining party. Spannaus, 438 U.S. at 246. Either factor may be independently sufficient for a finding of substantial impairment. See id. at 245-46; Buffalo Teachers Fed'n, 464 F.3d at 368 (finding substantial impairment based on reasonable reliance alone).

         To constitute a substantial impairment with respect to inducement, the abridged right must have been a central undertaking or a primary consideration. City of El Paso, 379 U.S. at 514. Only rights that are "important, " "basic, " or "central" to the underlying contract are sufficient to find substantial impairment based on inducement. See U.S. Trust Co., 431 U.S. at 19; see also Spannaus, 438 U.S. at 246; Baltimore Teachers Union, 6 F.3d at 1018; City of Charleston v. Pub. Serv. Comm'n of W.Va., 57 F.3d 385, 394 (4th Cir. 1995). Reliance, meanwhile, requires that the complaining party "relied heavily, and reasonably, on th[e] legitimate contractual expectation . . . ." Spannaus, 438 U.S. at 246; see also U.S. Trust Co., 431 U.S. at 31 (quoting City of El Paso, 379 U.S. at 515) (noting that in City of El Paso, a statute impairing contracts was upheld where it "'restrict[ed] a party to those gains reasonably to be expected from the contract'"). In that sense, a plaintiff must demonstrate reasonable and especial reliance on the abridged contractual provision to prove substantial impairment based on disruption of contractual expectations. See Baltimore Teachers Union, 6 F.3d at 1018; see also Buffalo Teachers Fed'n, 464 F.3d at 368 (discussing that "[t]he promise to pay a sum certain constitutes not only the primary inducement for employees to enter into a labor contract, but also the central provision upon which it can be said they reasonably rely[, ]" and therefore, the court "may safely state the wage freeze so disrupts the reasonable expectations of Buffalo's . . . workers that the freeze substantially impairs the workers' contracts with the City").

         Certainly, "at the very least, where the contract right or obligation impaired was one that induced the parties to enter into the contract and upon the continued existence of which they have especially relied, the impairment must be considered 'substantial' for purposes of the Contract Clause." Baltimore Teachers Union, 6 F.3d at 1018 (emphasis in original). Plaintiffs must prove these factors beyond a reasonable doubt. See Dowd, 655 A.2d at 681; Parella, 899 A.2d at 1232-33.

         Yet, even if the Court finds the Ordinances to constitute substantial impairments of Plaintiffs' contracts with the City, they remain constitutionally valid if the City produces sufficient credible evidence that modifying the contracts was reasonable and necessary in order to achieve a significant and legitimate purpose. See Buffalo Teachers Fed'n, 464 F.3d at 368; Nonnenmacher, 722 A.2d at 1202. Plaintiffs may rebut the City's credible evidence by establishing beyond a reasonable doubt that there was no significant and legitimate public purpose behind the City modifying their contracts. See Donohue, 886 F.Supp.2d at 160.

         A significant and legitimate public purpose is "one 'aimed at remedying an important general social or economic problem rather than providing a benefit to special interests.'" Buffalo Teachers Fed'n, 464 F.3d at 368 (quoting Sanitation and Recycling Indus. v. City of N.Y., 107 F.3d 985, 993 (2d Cir. 1997)). The purpose may not, on the other hand, be one "for the mere advantage of particular individuals . . . ." Blaisdell, 290 U.S. at 445. Furthermore, "the purpose may not be simply the financial benefit of the sovereign[, ]" notwithstanding the fact that "addressing a fiscal emergency is a legitimate public interest." Buffalo Teachers Fed'n, 464 F.3d at 368, 369. "Although economic concerns can give rise to the City's legitimate use of the police power, such concerns must be related to 'unprecedented emergencies . . . .'" Am. Fed'n of State, Cty. and Mun. Emps. v. City of Benton, Ark., 513 F.3d 874, 882 (8th Cir. 2008) (quoting Spannaus, 438 U.S. at 242). In that sense, "[e]ven big, totally unpredictable impairments of the obligation of contracts can survive challenge under the contracts clause if they are responsive to economic emergencies . . . ." Chrysler Corp. v. Kolosso Auto Sales, Inc., 148 F.3d 892, 896 (7th Cir. 1998) (citing Energy Reserves Grp., 459 U.S. at 411-13; Blaisdell, 290 U.S. at 425-28).

         The Court's analysis continues to ensure that the Pension Ordinance is "specifically tailored to 'meet the societal ill it is supposedly designed to ameliorate.'" Kent v. N.Y., No. 1:11-CV-1533, 2012 WL 6024998, at *21 (N.D.N.Y. Dec. 4, 2012) (quoting Spannaus, 438 U.S. at 243). In essence, this inquiry "reads like a form of intermediate scrutiny." Jack M. Beermann, The Public Pension Crisis, 70 Wash. & Lee L. Rev. 3, 48 (2013). Analyzing whether the Ordinances were reasonable and necessary "involves a consideration of whether the adjustment of the rights and responsibilities of contracting parties is based upon reasonable conditions and is of a character appropriate to the public purpose justifying the legislation's adoption." Id.

         Crucial to this "reasonable and necessary" analysis is the level of judicial deference afforded to the City in establishing that the Ordinances were, indeed, reasonable and necessary. See Buffalo Teachers Fed'n, 464 F.3d at 369. When a state law impairs a private contract, the state is afforded substantial deference. See Baltimore Teachers Union, 6 F.3d at 1018; see also Nonnenmacher, 722 A.2d at 1202 (citing N. Pac. Ry. Co. v. Minn. ex rel. City of Duluth, 208 U.S. 583, 590 (1908)) (stating that although the Contract Clause speaks only of impairment of a contract by a state, it has been interpreted to apply to municipalities as well). Conversely, impairment of a public contract is scrutinized by a heightened level of judicial inquiry. See id. Of course, "complete deference to a legislative assessment of reasonableness and necessity is not appropriate because the State's self-interest is at stake." U.S. Trust Co., 431 U.S. at 26. If judicial inquiry were to afford great deference to a state on the reasonableness and necessity of impairing a public contract, the Contract Clause would become utterly toothless. See Spannaus, 438 U.S. at 242 ("If the Contract Clause is to retain any meaning at all, however, it must be understood to impose some limits upon the power of a State to abridge existing contractual relationships . . . .").

         As this case involves public contracts, the Court will afford the City less deference. However, "less deference does not imply no deference." Buffalo Teachers Fed'n, 464 F.3d at 370. This Court is not required "to reexamine all of the factors underlying the legislation at issue and to make a de novo determination whether another alternative would have constituted a better statutory solution to a given problem." Id. Rather, the Court will use "less deference scrutiny" in evaluating the City's position that the Ordinances were reasonable and necessary. See id. at 371 (employing "less deference scrutiny" to assess whether the state's impairment of the contract was reasonable and necessary). To prove that the Ordinances were reasonable and necessary, the City must produce sufficient credible evidence of three factors: that it "did not (1) 'consider impairing the . . . contracts on par with other policy alternatives' or (2) 'impose a drastic impairment when an evident and more moderate course would serve its purpose equally well, ' nor (3) act unreasonably 'in light of the surrounding circumstances.'" Id. (quoting U.S. Trust Co., 431 U.S. at 30-31).

         As a means of determining the reasonableness of a particular government action, it must have been taken "only after other alternatives had been considered and tried." Id. Such efforts must be genuine and not simply for "political expediency." Ass'n of Surrogates & Supreme Court Reporters v. N.Y., 940 F.2d 766, 773 (2d Cir. 1991). However, "it is not the province of this Court to substitute its judgement for that of . . . a legislative body . . . ." Sal Tinnerello & Sons, Inc. v. Town of Stonington, 141 F.3d 46, 54 (2d Cir. 1998); see also Local Div. 589, Amalgamated Transit Union v. Mass., 666 F.2d 618, 643 (1st Cir. 1981) ("Answering these sorts of [policy] questions, and thereby determining the 'reasonableness and necessity' of a particular statute is a task far better suited to legislators than to judges.").

         The City's chosen course of action is further examined to determine whether a more moderate course was available. Buffalo Teachers Fed'n, 464 F.3d at 371. In analyzing this factor, courts have looked to whether the government action was narrowly tailored such that it imposed no greater impairment than necessary to remedy the problem, whether it impaired only part of the contractual obligation, or whether it was less drastic than at least one alternative. See Baltimore Teachers Union, 6 F.3d at 1020.

         Finally, in determining whether the Ordinances were reasonable and necessary, the Court must consider whether the City acted reasonably in light of surrounding circumstances. See id. (quoting U.S. Trust Co., 431 U.S. at 30-31). The Supreme Court has noted that "[t]he extent of impairment is certainly a relevant factor in determining its reasonableness." U.S. Trust Co., 431 U.S. at 27. Additionally, "the existence of an emergency and the limited duration of a relief measure are factors to be assessed in determining the reasonableness of an impairment . . . ." Id. at 22 n.19; see also Energy Reserves Grp., 459 U.S. at 418-19 (finding contractual impairment justified where regulation is temporary). Courts have also found impairments reasonable if they operate prospectively. See Buffalo Teachers Fed'n, 464 F.3d at 371-72.

         1

         Pension Ordinance

         a

         Existence of a Contractual Obligation

         The Court must first determine whether a contractual agreement exists between the City and Plaintiffs with respect to the annual COLA. See Baltimore Teachers Union, 6 F.3d at 1015; Nonnenmacher, 722 A.2d at 1202; see also Cycle City, Ltd., 81 F.Supp.3d at 1004. Here, Plaintiffs in Categories A and B retired on or before December 18, 1991 pursuant to the terms of the 1991 Consent Decree.[22] See Ex. 271. In Mansolillo I, our Supreme Court considered the validity and finality of the very same 1991 Consent Decree that Plaintiffs here claim as the contractual basis of their right to COLAs. 668 A.2d at 315-17. The Court answered in the affirmative the question of "[w]hether the Consent Decree entered December 18, 1991 is final and binding so that it cannot be vacated, modified, negated, amended and/or affected without the mutual consent of the parties thereto and/or those affected thereby."[23] Id. at 315, 317. The Court reasoned that it "has at times likened a consent decree, such as [this one], as being 'in the nature of a solemn contract or agreement of the parties made under the sanction of the court.'" Id. at 316 (quoting Durfee v. Ocean State Steel, Inc., 636 A.2d 698, 703 (R.I. 1994)). Therefore, this Court finds that Category A and B Retirees have proven beyond a reasonable doubt the existence of a contractual obligation.[24]

         In addition, Plaintiffs in Category C established through credible testimony beyond a reasonable doubt that they made contributions to the City pension system through payroll deductions and that they all retired under various CBAs or IAAs that provided 3% compounded COLAs. See Ex. 148 at 63, 70, 71 (2001-2002, 2002-2003, 2003-2004 Fire IAA); Ex. 194 at 6-7, 52-56, 93-95 (2005-2006 Fire IAA); Ex. 195 at 6-7, 55-58, 93 (2006-2007 Fire IAA); Ex. 149 at 71-73, Art. XXV (2007-2010 Fire CBA); Ex. 151 at 69-70, Art. XXV (2010-2013 Tentative Fire CBA); Ex. 150 at Art. XXV (2011-2013 Fire CBA); Ex. 169 at 83, Art. XXI (1996-1999 Police CBA); Ex. 170 (1999-2001 Police CBA); Ex. 171 at 9, Art. XXI (2001-2004 Police CBA); Ex. 186 at 5 (2006-2007 Police IAA); Ex. 174 at 5-6 (2007-2010 Police CBA).

         Clearly, CBAs are tantamount to contracts. See Esmark, Inc. v. N.L.R.B., 887 F.2d 739, 751-52 (7th Cir. 1989) (stating that although a labor contract has no greater binding effect than any other type of contract, neither should it be easier to avoid than any other contractual obligations); 20 Williston on Contracts § 55:3 (4th ed. 2016). Here, the plain and unambiguous language of the CBAs confers 3% compounded COLAs to the Retirees. See Local 369 Util. Workers v. NSTAR Elec. and Gas Corp., 317 F.Supp.2d 69, 75-76 (D. Mass. 2004) (quoting Vasseur v. Halliburton Co., 950 F.2d 1002, 1006 (5th Cir. 1992)) ("It is certainly possible for an employer to 'oblige itself contractually to maintain benefits at a certain level . . . .'"). Accordingly, the City's impairment of its contractual obligation to pay the Category C Plaintiffs their COLAs is subject to Contract Clause scrutiny. See Buffalo Teachers Fed'n, 464 F.3d at 368 (analyzing impairment of union labor contracts under the Contract Clause).

         Likewise, Category D Retirees proved through credible testimony beyond a reasonable doubt that, after promotions to positions outside the collective bargaining unit, they continued making contributions to the City pension system through payroll deductions. See Trial Tr. 4:24- 5:16, Apr. 5, 2016 (Morning Session) (Mr. D. Simoneau); Trial Tr. 59:8-60:4, Apr. 6, 2016 (Morning Session) (Mr. Costa); Trial Tr. 105:18-24, Apr. 11, 2016 (Morning Session) (Mr. Cochrane); Trial Tr. 13:22-14:5, 14:8-17, Apr. 11, 2016 (Afternoon Session) (Mr. Cochrane). There were no written contracts associated with such promotions. Plaintiffs testified to their understanding that elevation to a higher rank came with a pay raise but no change in-or especially loss of-retirement benefits. See Trial Tr. 6:7-14, Apr. 5, 2016 (Morning Session) (Mr. D. Simoneau); Trial Tr. 62:25-64:14, 70:13-22, Apr. 6, 2016 (Morning Session) (Mr. Costa); Trial Tr. 100:7-101:8, Apr. 11, 2016 (Morning Session) (Mr. Cochrane); Trial Tr. 125:3-126:2, Apr. 14, 2016 (Morning Session) (Mr. Celeberto). This understanding was based on their observations of the experiences of coworkers who had previously been promoted out of the bargaining unit, as well as discussions with administrative personnel in the City pension office. Plaintiffs' understanding was also based upon loss or receipt of benefits simultaneous to that of the bargaining unit. In addition, COLAs would continue to be received upon retirement. See Trial Tr. 6:15-7:13, 8:1-16, 10:17-11:24, Apr. 5, 2016 (Morning Session) (Mr. D. Simoneau); Trial Tr. 63:7-15, 66:7-15, 69:13-70:1, 70:23-71:13, Apr. 6, 2016 (Morning Session) (Mr. Costa); Trial Tr. 97:15-98:17, 101:14-22, 102:9-103:4, 103:15-104:10, 104:18- 105:11, Apr. 11, 2016 (Morning Session) (Mr. Cochrane); Trial Tr. 125:3-127:3, 131:5-7, 131:11-13, Apr. 14, 2016 (Morning Session) (Mr. Celeberto).

         It is well settled that an implied-in-fact contract must meet the offer, acceptance, and consideration requirements of all contracts. See generally 17A Am. Jur. 2d Contracts § 16. "An implied-in-fact contract 'is a form of express contract wherein the elements of the contract are found in and determined from the relations of, and communications between the parties, rather than from a single clearly expressed written document.'" Haviland v. Simmons, 45 A.3d 1246, 1257 (R.I. 2012) (quoting Marshall Contractors, Inc. v. Brown Univ., 692 A.2d 665, 669 (R.I. 1997)). Thus, the general principles of contract law determine if the circumstances and behavior of the parties evidence the essential elements of contractual formation. Our Supreme Court "has ...


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