United States District Court, D. Rhode Island
J. McConnell, Jr. United States District Judge.
Conway Marine Construction, Inc., bought a marine crane barge
known as the Apache at auction on December 17, 2015, for a
total of $40, 213.28 from Rockland Trust Company, a bank that
had a secured interest in various vessels owned by Plaintiff
Rhode Island Recycled M s, LLC ("RIRM"). The buyer
was required to remove the vessels upon purchase. Conway
Marine was "unable to move the Apache because it was
blocked by other vessels owned and/or controlled by
RIRM." ECF No. 7 at 4.
Apache is located in the Providence River, a public waterway,
near RIRM's land in Providence. RIRM alleges that, in
January 2016, the Apache "started to list and caused the
. . . crane to hover over and threaten [the City of] East
ProvidencePs] water line." ECF No. 1-1 at ¶ 11.
Plaintiff AARE, LLC (the landowner that leases the property
to RIRM) has sent monthly bills for storage fees
and rent to Conway Marine. Id. at ¶ 17. The
Apache has not been removed, and Conway Marine has not paid
any storage fees or rent.
filed an eight-count complaint in R.I. Superior Court, which
Conway Marine removed to this Court based on diversity
jurisdiction. ECF No. 1. The eight Counts are as follows: (1)
breach of contract; (2) quantum meruit; (3) unjust
enrichment; (4) contract in fact; (5) negligence; (6) gross
negligence; (7) declaratory judgment; and (8) injunctive
relief. Conway Marine filed a Motion to Dismiss (ECF No. 7)
asserting that each of the eight Counts fails to state a
claim upon which relief can be granted. RIRM objected (ECF
No. 10),  and Conway Marine replied (ECF No. 12).
I and IV-Contract Claims
asserts that the "[p]arties entered into an enforceable
contract" and that Conway Marine breached the contract
"by not fulfilling their obligations to remove the
APACHE by December 31, 2015 and failing to pay storage fees
and other costs as they came due." ECF No. 1-1 at
¶¶ 21-22. They further allege (in Count IV) that
the "parties['] conduct, correspondence and writings
constitute a binding and enforceable contract in fact"
and that Conway Marine "breached their duties within
this contract in fact." Id. at ¶¶
problem with RIRM's argument is that it fails to set
forth any facts, aside from the legal elements, that offer a
basis for relief. At no point in RIRM's Complaint, or in
the exhibits, does it provide any facts that establish that a
written agreement between RIRM and Conway Marine existed, or
that other correspondence occurred that created an agreement.
Indeed, the only allegation is that the "[p]arties
entered into a valid and enforceable contract, "
Id. at ¶ 21. For a breach of contract claim,
Rhode Island law requires proof that an agreement existed,
breach of that agreement, damages, and causation.
Petrarca v. Fid. & Cas. Ins. Co., 884 A.2d 406,
410 (R.I. 2005). This mere recitation of an essential
element, sans factual allegations, misses the boat.
breach of a contract-in-fact claim, likewise, provides a
conclusory statement that a contract in fact existed. The
only factual allegation in the complaint is that "[t]he
parties conduct, correspondence and writings constitute a
binding and enforceable contract in fact." Id.
at ¶ 32. Looking beyond the complaint itself, Exhibit D
to RIRM's Response provides a series of emails sent from
RIRM to Conway Marine asking for money,  but contains no
communications on behalf of Conway Marine. ECF No. 10-5. Even
with this information, RIRM's claim fails the
plausibility test, as it does not illustrate a factual basis
for the existence of an agreement. RIRM cannot, as it argues,
unilaterally impose a "book account" on Conway
Marine. Rhode Island common law defines an implied-in-fact
contract as "a form of express contract wherein the
elements of the contract are found in and determined from the
relations of, and the communications between the parties,
" Cote v. Aiello, 148 A.3d 537, 545 (R.I.
2016). Therefore, RIRM must still allege offer, acceptance,
and consideration, albeit through means other than a written
agreement. Because RIRM only puts forth "a formulaic
recitation of the elements of a cause of action, " the
Court must dismiss these claims as insufficiently pled.
Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555
II and III-Quantum Meruit and Unjust Enrichment
claims damage pursuant to two equitable theories-quantum
meruit and unjust enrichment. RIRM's Complaint alleges
that it "was forced to expend considerable time, money,
and other valuable resources by Defendants neglecting the
APACHE barge, " ECF No. 1-1 at ¶ 14, and that
Conway Marine "profited from the use of Plaintiffs'
property and services, " id. at ¶ 25;
see also Id. at ¶f 29. Additionally, RIRM's
Complaint floats a second basis for recovery: a lawsuit filed
by the City of East Providence against RIRM seeking $91,
569.60 from RIRM for emergency actions it took when the
Apache started to list, causing the crane to threaten the
City of East Providence's water line. ECF No. 1-1 at
recover under these theories,  a plaintiff must prove the
following: "(i) the plaintiff conferred a benefit on the
defendant, (2) the defendant appreciated the benefit, and (3)
under the circumstances it would be inequitable for the
defendant to retain such benefit without paying the value
thereof." Process Engineers &
Constructors, Inc. v. DiGregorio, Inc., 93 A.3d
1047, 1053 (R.I. 2014) (quoting Fondedile, S.A. v. C.E.
Maguire, Inc., 610 A.2d 87, 97 (R.I. 1992)).
deficiency in RIRM's position is that it has not
plausibly alleged any facts to show that it bestowed a
benefit on Conway Marine. General allegations that RIRM
"spent time, money and other valuable resources, "
reminiscent of the legal elements, do not hold water. The
only benefit that one could possibly glean from the complaint
and exhibits is storage of the Apache. And this theory fails
because RIRM has no right to charge a storage fee for the
Apache. It does not own the Providence River-a public
waterway-where the Apache has been since Conway Marine bought
it from Rockland Trust. Even the landowner, AARE, as an
adjacent property owner, does not own-and therefore cannot
charge a storage fee for-a public waterway. The
Davidson, 122 F. 1006, 1007 (D.R.I. 1903) C'[T]he
wharf owner has not, I think, an exclusive right to the
occupation at all times of the berth in front of his wharf,
and, if the public use of the river so required, could
probably be compelled to move vessels from his own wharf
after a reasonable time for the discharge of the cargoes, in
order to leave the space clear for the passage and ordinary
maneuvering of other vessels . . . .").
the action by the City of East Providence against RIRM, at
this stage, it is purely speculative as to whether the court
will grant ...