Plaintiff: Stephen H. Burke, Esq.; Thomas J. McAndrew, Esq.;
Kevin F. Bowen, Esq.
Defendant: Jeffrey M. Padwa, Esq.; William M. Dolan, III,
Esq.; Nicholas L. Nybo, Esq.
matter is before the Court for decision following a non-jury
trial on consolidated Complaints 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
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
Court has reviewed the evidence presented at trial by both
parties and makes the following findings of fact.
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.
order to accurately examine and fully appreciate the
City's finances, Mayor Taveras executed an executive
order creating the Municipal Finances Review Panel
(panel). 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.
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.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.
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.
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.
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.
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,
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).
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).
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)
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
"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.
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).
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.
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
"(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.
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
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
Category A consists of nine retired
firefighters 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. 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,  who retired on or before December 18,
1991, at a time when a ratified CBA was in effect and binding
on the City. 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. 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. They claim both COLAs and healthcare
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. 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 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. 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-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 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 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,  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
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
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.
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.
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
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
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.
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
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. "[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).
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
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." 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).
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).
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).
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).
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").
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.
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.
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.
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).
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.
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.
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).
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").
"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.
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.
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).
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.
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 . . . .").
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
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.").
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.
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.
of a Contractual Obligation
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. 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." 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.
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).
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
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).
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 ...