United States District Court, D. Rhode Island
MEMORANDUM AND ORDER
J. MCCONNELL, JR., UNITED STATES DISTRICT JUDGE.
Half Moon Ventures ("HMV") and Defendant Energy
Development Partners ("EDP") entered into a series
of agreements to develop renewable energy production
facilities in Rhode Island. On September 15, 2014, the
parties signed a master agreement, the Membership Interest
Purchase and Sale Agreement ("MIPSA"), intended to
supply the scaffolding for further agreements related to
specific development projects. Section 7.11 of the MIPSA
provides to HMV a right of first refusal to invest in and
later purchase development projects from EDP. One such
project was the Richmond Project, governed by the MIPSA and
two project specific contracts, a Services Agreement
("SA") and a Membership Interest Assignment
Agreement (MIAA), both dated March 25, 2015. The SA and the
MIAA have provisions by which EDP would reimburse HMV for
payments made toward the Richmond Project if certain
conditions were met. EDP's repayment obligations were
guaranteed by its manager, Co-Defendant Maarten Reidell, who
signed a personal guaranty for the Richmond Project in March
April 26, 2017, HMV made $634, 222 in payments to EDP under
the SA and MIAA. HMV alleges that it made these payments
relying on an oral modification of the SA that the parties
discussed from late 2016 into early 2017. HMV shortly
thereafter withdrew from the project and contends it is due a
reimbursement under the contracts and Mr. Reidell's
guaranty either as written or as orally modified. HMV sued
EDP for breach of contract, promissory estoppel, and unjust
enrichment. EDP moved to dismiss the claims and, for the
following reasons, the Court GRANTS the motion in part and
DENIES it in part. ECF No. 15.
September 15, 2014, HMV and EDP entered into the MIPSA with
the intent of using it as a framework to be amended by future
contracts related to specific development projects. ECF No. 1
at 3, ¶ 10. The future projects were called pipeline
projects, some of which were already identified at the time
of signing. ECF No. 1-1 at 31. EDP was to offer HMV a right
of first refusal to purchase pipeline projects during the
Pipeline Period, which ended on December 31, 2016.
Id. EDP was also obligated to inform HMV of new
pipeline projects on a quarterly basis during the Pipeline
March 25, 2015, HMV and EDP signed the SA as HMV intended to
invest in a Pipeline Project called the Richmond Project.
Id. at 55, 63. The SA has the terms the parties
agreed upon to amend and supplement the language of the MIPSA
to effectuate the development of the Richmond Project.
Id. at 56-57. The SA contemplates that HMV would
make development advances to EDP, as necessary. Id.
at 57. Section 7(a) of the SA describes repayment obligations
undertaken by EDP-'
If as of December 31, 2Ol6:,, . (ii) any Development Services
Advances are outstanding; then, in either such case, EDP
agrees to repay to HMV such amounts in immediately available
funds within two Business Days, or (iii) any purchase price
has been paid to EDP or its Affiliate under a purchase
agreement, but the applicable project has not, prior to
December 31, 2016, satisfied the conditions for the
Completion of Development Payment...under such purchase
agreement, EDP agrees to repay to HMV such amounts in
immediately available funds within two Business Days,
whereupon the purchase agreement shall be of no further force
Id. at 58. The purchase payments referenced in
clause (iii) are outlays that the parties contemplated would
be made under an MIAA. Id. at 66. Mr. Reidell
personally guaranteed EDP's section 7(a) repajmient
obligations in a document he signed in March 2015 (Reidell
Guarantee). Id. at 78.
same day, HMV and EDP signed an MIAA for the Richmond
Project, which called for HMV to make purchase payments to
EDP as EDP achieved certain milestones toward Completion of
Development. Id. at 63, 66. Section 6(b) of the MIAA
describes HMV's right to withdraw from the Richmond
In the event that the Buyer provides notice to Seller that it
is withdrawing from the Project, in its sole discretion,
which the Buyer may provide at airy time prior to the
Completion of Development, the Development Services Advances
that have been paid to Seller under the Services Agreement,
together with any Purchase Price payments made by Buyer under
this Agreement prior to the Completion of Development, shall
be applied to a future Pipeline Project offered to Buyer by
Seller during the Pipeline Period.
Id. at 67. The MIPSA and the SA both have a clause
saying, "[n]o amendment of any provision of this
Agreement shall be valid unless the same shall be in writing
and signed by the parties." Id. at 38, 59. The
MIPSA, the SA, and the MIAA all have an integration clause.
Id. at 38, 59, 60, 71.
alleges it was clear to the parties in late 2016 that EDP
would not complete development of the Richmond Project by
December 31, 2016. ECF No. 1 at, 6, ¶ 20. At that time,
HMV had only paid $25, 475 to EDP as a Performance Guarantee
Deposit on December 8, 2015. Id. at 7, ¶ 22.
HMV asserts, though, that it had invested much time and
energy into the Richmond Project and wanted to see it through
to completion. Id. at 6-7, ¶ 21. Worried that
the repayment obligations in section 7(a) of the SA would
expire at the end of 2016, HMV alleges that it began
discussions with HMV about extending those obligations as the
project continued. Id. HMV claims these discussions
led to an understanding between the parties, reached in late
2016 or early 2017, that the repayment obligations and the
Reidell Guaranty would continue until EDP completed
development of the project, which EDP estimated would occur
by early 2017. Id. On April 26, 2017, HMV allegedly
made three Purchase Price payments to EDP, totaling $634,
222, relying on the discussions between the parties.
Id. at 7, ¶ 22.
asserts it was convinced by June 2017 that EDP would not be
able to bring the Richmond Project to completion.
Id. at 7-8, ¶ 23. On July 20, 2017, HMV
notified EDP by letter of its intention to withdraw from the
project and requested reimbursement of the 2017 Purchase
Price payments and the 2015 Performance Guarantee Deposit.
Id. EDP did not refund the money. Id. at 8,
¶(24. Instead EDP sent HMV a letter on August 1, 2017
saying the payments had been credited to HMV for future
projects. Id. HMV sued for breach of contract,
promissory estoppel, and unjust enrichment.