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Commerce Park Realty, LLC v. Potomac Realty Capital, LLC

Superior Court of Rhode Island, Providence

June 21, 2019

COMMERCE PARK REALTY, LLC, NICHOLAS E. CAMBIO and VINCENT A. CAMBIO, Plaintiffs,
v.
POTOMAC REALTY CAPITAL, LLC, CAPITAL MANAGEMENT SYSTEMS, INC., Alias, and DANIEL M. PALMIER, Defendants.

          For Plaintiff: Richard G. Riendeau, Esq.; Stephen M. Schonhoff, Esq.; Matthew J. McGowan, Esq.

          For Defendant: Jeffrey S. Brenner, Esq.; William J. Delaney, Esq.; Joseph V. Cavanagh III, Esq.

          DECISION

          TAFT-CARTER, J.

         Before this Court for decision is a motion for summary judgment. The motion, originally filed as a motion to dismiss, was converted to a motion for summary judgment pursuant to Super. R. Civ. P. 12(c) by this Court by Order dated April 12, 2019. In the motion, Defendant Daniel M. Palmier (Palmier) asks this Court to grant summary judgment in his favor for all counts against him filed in the Amended Complaint dated February 21, 2019. Plaintiffs Nicholas E. Cambio and Vincent A. Cambio (collectively, the Non-Receivership Plaintiffs) and Intervener Commerce Park Realty 3, LLC (CPR 3) object to both the above-referenced motions. Jurisdiction is pursuant to Super. R. Civ. P. 56.

         I

         Facts and Travel

         The Plaintiffs are the Non-Receivership Plaintiffs: Nicholas E. Cambio (N. Cambio) and Vincent A. Cambio (V. Cambio), both residents of Rhode Island, and the Receivership Plaintiff: Commerce Park Realty, LLC (CPR) (all three parties, collectively, the Plaintiffs). Amended Compl. (Compl.), ¶¶ 1, 3-4. Due to the receivership in the associated case, PM-2013-0350, Matthew J. McGowan (Receiver) was substituted for CPR in this matter on June 19, 2013. Compl. ¶ 2. Defendant Palmier is an individual who, according to the Non-Receivership Plaintiffs, "is a principal of Defendant Potomac Realty Capital, LLC doing business in Boston, Massachusetts." Id. ¶ 46.

         Between April 2006 and April 2008, the Plaintiffs entered into a number of loans with Potomac Realty Capital, LLC (Potomac). Id. ¶¶ 48-54. On December 14, 2007, the Non-Receivership Plaintiffs "entered into a Purchase and Sale Agreement with Carmax Auto Superstores, Inc. (Carmax) for the sale of approximately 12.9 acres of land held as security by [Potomac] for the Consolidated Loans" for $7, 964, 346.59. Id. ¶¶ 68-69. In total, the Plaintiffs expended in excess of $900, 000 to fulfill the conditions pursuant to the Purchase and Sale Agreement. Id. ¶¶ 71-73. The Non-Receivership Plaintiffs allege that N. Cambio "contacted [Potomac] and/or Palmier on multiple occasions to inform said Defendants of the impending sale so as to keep said Defendants apprised and to receive current payoffs of the subject property for said sale to Carmax." Id. ¶ 73. According to the Plaintiffs, Potomac "and/or Palmier with knowledge of the Purchase & Sale Agreement between CPR and Carmax, contacted Carmax." Id. ¶ 74. Following that contact, Plaintiffs allege "Carmax refused to close with CPR pursuant to the Purchase & Sale Agreement." Id. ¶ 76.

         Beginning in August 2008, the Plaintiffs requested that Potomac provide a statement of account. Id. ¶ 58. Plaintiffs continue to request said statement of account, but as of the filing of the Amended Complaint, Potomac had yet to provide it. Id. ¶¶ 58-59. In early 2008, the Plaintiffs negotiated a commitment with Dime Bank to refinance a major portion of the property securing the Consolidated Loan between Plaintiffs and Potomac. Id. ¶¶ 62-63. In order to comply with Dime Bank's requirements, the Plaintiffs requested that Potomac provide a partial release figure for the portion of the property securing the Consolidated Loan, but Potomac did not provide said figure. Id. ¶¶ 63-64. This failure by Potomac frustrated the Dime Bank refinancing commitment. Id. ¶ 64. Later in 2008, CPR negotiated a commitment with Randolph Savings Bank to grant the Plaintiffs a loan in excess of three million dollars. Id. ¶ 66. Similarly, Plaintiffs and representatives of Randolph Savings Bank requested that Potomac provide a partial release figure for the portion of the property securing the Consolidated Loan. Id. ¶¶ 66-67. Potomac again failed to provide the partial release figure, frustrating the Randolph Savings Bank loan commitment. Id. ¶ 67.

         Finally, on February 23, 2009, Potomac sent notice to Plaintiffs that an Event of Default had occurred on December 31, 2008, and that the Plaintiffs would be responsible for interest at the "Default Rate." Id. ¶ 77. Potomac also claimed an "Exit" Fee of three million dollars was due and payable at that time to Potomac. Id. ¶ 78.

         In the Amended Complaint, the Non-Receivership Plaintiffs alleged six counts against Palmier (Counts VIII, XI, XIV, XVII, XIX, and XXVI). These counts consist of five counts under the Rhode Island Racketeer Influenced and Corrupt Organizations Act (RICO) G.L. 1956 §§ 7-15-1, et seq. The final count alleges Tortious Interference with a Contractual Relationship. Palmier moves for summary judgment on all six counts.

         II

         Standard of Review

         "Summary judgment is appropriate when no genuine issue of material fact is evident from 'the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits if any.'" Mruk v. Mortgage Electronic Registration Systems, Inc., 82 A.3d 527, 532 (R.I. 2013) (quoting Swain v. Estate of Tyre ex rel. Reilly, 57 A.3d 283, 288 (R.I. 2012)). When deciding a motion for summary judgment, the trial justice "views the evidence in the light most favorable to the nonmoving party." Mruk, 82 A.3d at 532 (citing Beauregard v. Gouin, 66 A.3d 489, 493 (R.I. 2013)). In order to show they are entitled to judgment as a matter of law, the '"nonmoving party bears the burden of proving by competent evidence the existence of a disputed issue of material ...


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