Albert J. Branch Revocable Trust, Albert J. Branch, Trustee
Interstate Battery Center et al.
County Superior Court, PC 09-5894, Associate Justice Richard
Plaintiffs: Nicholas Gorham, Esq. David M. D'Agostino,
Defendants: Russell Bramley, Esq.
Present: Suttell, C.J., Goldberg, Robinson, and Indeglia, JJ.
GILBERT V. INDEGLIA ASSOCIATE JUSTICE.
J. Branch Revocable Trust Dated March 4, 1993, and Albert J.
Branch Trustee (plaintiffs) appeal from the Superior
Court's grant of summary judgment in favor of the
defendants: Interstate Battery Center, Evanna, Inc.,
Interstate Battery System of Central Mass., Inc., Kenneth L.
Machonis, in his capacity as President of Interstate Battery
System of Central Mass., Inc., and Charles Trottier, in his
capacity as District Manager of Interstate Battery System of
Central Mass., Inc. (defendants). This breach-of-contract
case stems from a dispute over an alleged commercial lease
agreement (lease) between the plaintiffs, owners of property
located at 492 Reservoir Avenue in Cranston, Rhode Island
(the premises), and the defendants, who plaintiffs contend
breached the terms of the lease. For the reasons set forth in
this opinion, we vacate the judgment of the Superior Court.
discussing the facts pertinent to this appeal, we briefly
outline the confusing set of corporate entity-defendants that
undergird this case.
defendant Kenneth Machonis was the president of Interstate
Battery System of Central Mass., Inc., located at 139
Washington Street in Auburn, Massachusetts, which Machonis
described as a wholesale car-battery distributorship that
routinely serviced racks of batteries and delivered them to
commercial garages. Machonis organized a separate
corporation, Evanna, Inc., to "distance a new program
from [his] existing corporation of many years." This
"new program" was Interstate All Battery Center, a
retail operation that sold a broader array of batteries than
Interstate Battery System of Central Mass., Inc., including
batteries for cars, cellphones, laptops, watches,
deposition, Machonis explained that Evanna, Inc., which was
incorporated under the laws of Massachusetts, was doing
business as Interstate All Battery Center. In other words, as
former employee Charles Trottier explained, Interstate All Battery Center
was a franchise and "just the name of the stores, "
and it was part of Evanna, Inc. Additionally, Machonis
indicated that he operated an Interstate All Battery Center,
separate and distinct from the wholesale distributorship, at
139 Washington Street in Auburn, Massachusetts, the same
location as that of Interstate Battery System of Central
Mass., Inc. Critical to this case, an Interstate All Battery
Center was operated on the premises at 492 Reservoir Avenue
plaintiffs allege that on November 5, 2005, they entered into
the lease with defendants for defendants' continued
operation of an Interstate All Battery Center at the
premises. The lease appears to include
fourteen pages of terms and conditions as well as an appended
lease exhibit (exhibit) that listed further details,
including the annual rent, the lease's term, and the
expiration date of October 31, 2010. The exhibit listed the landlord as
"Albert J. Branch Trustee, " and the tenant as both
"Interstate Battery Center" and "Interstate
Battery, " with the latter appearing above a line for
the tenant's signature. The exhibit described ...