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Inc. v. Benefit Holding Co., LLC

Superior Court of Rhode Island, Providence

July 31, 2018


          John P. McCoy, Esq. For Plaintiff:

          Stacey P. Nakasian, Esq.; Mark P. Dolan, Esq. For Defendant:


          SILVERSTEIN, J.

         Before 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).

         I Facts and Travel

         On 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.

         The "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.

         In 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.

         On 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.

         The 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.[1] 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.

         II Standard of Review

         "'[T]he 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 1346).

         III Discussion

         In 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 ...

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