P. McCoy, Esq. For Plaintiff:
P. Nakasian, Esq.; Mark P. Dolan, Esq. For Defendant:
the Court for decision is Defendant Benefit Holding Co.,
LLC's (Defendant or Benefit Holding) Motion to Dismiss
Plaintiff 188 Benefit Street Condominium Association,
Inc.'s (Plaintiff or the Association) Amended Verified
Complaint. The controversy arises from Defendant's
termination of a lease for parking spaces following an
untimely payment by Plaintiff through its property management
company. This Court exercises jurisdiction pursuant to G.L.
1956 § 8-2-14 and Super. R. Civ. P. 12(b).
Facts and Travel
October 30, 2006, Benefit Holding recorded a Declaration for
the Benefit Street Condominium Association-also described as
188 Benefit Street Condominiums-in the Providence Registry of
Deeds. Am. Verified Compl. ¶ 6. The Declaration contains
a Record of Survey Map that identifies two parcels:
Assessor's Plat 10, Lot 55, the Condominium, and
Assessor's Plat 10, Lot 68, the Parking Lot. Am. Verified
Compl. ¶¶ 8-11. Section 4.1 of the Declaration
defines the common elements as consisting of all portions of
the Property other than the Units, including, inter
alia, "parking areas." Am. Verified Compl.
¶ 12. The Rules and Regulations of the Association-also
attached to the Declaration-further provide in Item 26 that
"[t]he Association is entitled to a total of fourteen
(14) parking spaces at 182 Benefit Street (See attached Lease
marked Exhibit J)." Am. Verified Compl. ¶ 13. Item
26 also details the allocation of parking spaces per unit and
the monthly rent payment terms. Id.
"Long Term Parking Lease" (Parking Lease) was
signed by Benefit Holding's Principal, Gary Marinosci
(Marinosci), on behalf of both Benefit Holding as Lessor and
the Association, as its then-President, as Lessee. Am.
Verified Compl. ¶ 15. The Parking Lease was drafted by
Benefit Holding and indicates that it shall have a term of
fifty years, with a fifty year renewal option. Am. Verified
Compl. ¶¶ 18-19. Section III of the Parking Lease
states that the Association shall pay $7200 per year as rent.
Am. Verified Compl. ¶ 20. This Section further indicates
that "[p]ayment shall be made in advance of each year as
use of the parking area" and that "[t]he rent
shall be due and payable on the first (1st) business day of
each month for the full term of this lease and without demand
by the lessor." Id.; Am. Verified Compl. Ex. 4.
(internal capitalization omitted). Despite the Parking
Lease's inconsistency, the Association tendered regular
monthly payments of $600 per this provision of the Parking
Lease which were accepted by Benefit Holding. Am. Verified
Compl. ¶ 21.
2008, Benefit Holding ceded control of the Condominium to the
Association. Am. Verified Compl. ¶ 22. The Association
later retained a new property management company, Sealegs
Property Group, LLC (Sealegs), in June of 2017. Am. Verified
Compl. ¶ 29. Part of the Property Manager's duties
was to pay all of the Association's bills, including
payments under the Parking Lease. Id.
September 6, 2017, the Association received a letter dated
September 5, 2017, written on behalf of Benefit Holding. Am.
Verified Compl. ¶ 34. The letter indicated that Benefit
Holding was cancelling the Parking Lease pursuant to Section
VIII for failure to pay rent in accordance with the terms of
the Lease. Id. The Association subsequently received
a "Notice to Quit Premises" on October 6, 2017. Am.
Verified Compl. ¶ 37.
Association filed its original Complaint on October 6, 2017,
seeking declaratory and injunctive relief against Benefit
Holding. The Association filed a motion for preliminary
injunction on October 25, 2017. This Court heard
Plaintiff's motion on November 10, 2017 and entered an
Order denying Plaintiff's request on November 29, 2017.
The Association later filed an Amended Complaint to add
Sealegs as co-Defendant and three additional counts against
Benefit Holding. The additional counts include Breach of
Contract, Breach of Duty to Provide Notice and Opportunity to
Cure, and Breach of Fiduciary Duty. Benefit Holding filed a
motion to dismiss the Association's Complaint. Plaintiff
objected to Benefit Holding's motion.
Standard of Review
sole function of a motion to dismiss is to test the
sufficiency of the complaint[.]'" Audette v.
Poulin, 127 A.3d 908, 911 (R.I. 2015) (quoting
Ho-Rath v. R.I. Hosp., 115 A.3d 938, 942 (R.I.
2015)). In testing the complaint's sufficiency, the
Court's "review is confined to the four corners of
that pleading," id. (citation omitted), and the
Court "'assumes the allegations contained in the
complaint to be true and views the facts in the light most
favorable to the plaintiff.'" R.I. Emp't
Sec. All., Local 401, S.E.I.U., AFL-CIO v. State Dep't of
Emp't & Training, 788 A.2d 465, 467 (R.I. 2002)
(hereinafter R.I. Emp't) (per curiam) (quoting
St. James Condo. Ass'n v. Lokey, 676 A.2d 1343,
1346 (R.I. 1996)). Phrased another way, "'[w]hen
ruling on a Rule 12(b)(6) motion, the [Court] must look no
further than the complaint, assume that all allegations in
the complaint are true, and resolve any doubts in a
plaintiff's favor.'" Pellegrino v. R.I.
Ethics Comm'n, 788 A.2d 1119, 1123 (R.I. 2002)
(quoting R.I. Affiliate, ACLU v. Bernasconi, 557
A.2d 1232, 1232 (R.I. 1989)); see also Palazzo v.
Alves, 944 A.2d 144, 149 (R.I. 2008). Accordingly, a
motion to dismiss "should not be granted 'unless it
appears to a certainty that the plaintiff will not be
entitled to relief under any set of facts which might be
proved in support of [its] claim.'" R.I.
Emp't, 788 A.2d at 467 (internal alteration omitted)
(quoting St. James Condo. Ass'n, 676 A.2d at
moving to dismiss Plaintiff's Amended Complaint,
Defendant contends that the relevant Counts are either barred
by the statute of limitations or fail to state a claim upon
which relief can be granted. Benefit Holding asserts that
Counts I, III, and V are time barred pursuant to G.L. 1956
§ 9-1-13. Moreover, Benefit Holding argues that all
Counts against Defendant fail because, inter alia,
the alleged duties, i.e., duty of good faith, duty
to provide notice and opportunity to cure, and fiduciary
duty, did ...