188 Benefit Street Condominium Association, Inc. v. Benefit Holding Co., LLC, 042920 RISUP, PC-2017-4799

Docket Nº:C. A. PC-2017-4799
Opinion Judge:TAFT-CARTER, Justice
Party Name:188 BENEFIT STREET CONDOMINIUM ASSOCIATION, INC v. BENEFIT HOLDING CO., LLC
Attorney:For Plaintiff: John P. McCoy, Esq. William H. Jestings, Esq. Todd J. Romano, Esq. For Defendant: Stacey P. Nakasian, Esq.
Case Date:April 29, 2020
Court:Superior Court of Rhode Island
 
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188 BENEFIT STREET CONDOMINIUM ASSOCIATION, INC

v.

BENEFIT HOLDING CO., LLC

C. A. No. PC-2017-4799

Superior Court of Rhode Island, Providence

April 29, 2020

For Plaintiff: John P. McCoy, Esq. William H. Jestings, Esq. Todd J. Romano, Esq.

For Defendant: Stacey P. Nakasian, Esq.

DECISION

TAFT-CARTER, Justice

Before this Court for decision is 188 Benefit Street Condominium Association's (Plaintiff or the Association) Motion for Summary Judgment with respect to Count I and III of its Second Amended Complaint; and Benefit Holding Co., LLC's (Defendant or Benefit Holding) Cross-Motion for Summary Judgment. Benefit Holding seeks judgment with respect to all counts of the Association's Second Amended Complaint as well as its Counterclaims. Both parties have filed objections. Jurisdiction is pursuant to G.L. 1956 § 8-2-14 and Super. R. Civ. P. 56.

I

Facts and Travel

On October 26, 2006, Benefit Holding recorded a Declaration for the Association (the Declaration) in the City of Providence Registry of Deeds establishing the condominium at issue (the Condominium). Def.'s Mem. in Supp. of Mot. for Summ. J. at 2 (Def.'s Mem.). Pursuant to the Declaration, the land submitted by Benefit Holding to the Association was 188 Benefit Street, Providence, Rhode Island. Def.'s Mem, Ex. I, Article 1, Submission. The legal description of that property, as set forth in Exhibit A of the recorded Declaration, was incomplete. Def.'s Mem., Ex. I at Ex. A, Legal Description. Further, the Declaration referred to a survey map. Despite the reference, a survey map was not attached to the recorded document. Def.'s Mem. at 3.

The Declaration did, however, include a "Long-Term Parking Lease" (the Parking Lease). Def.'s Mem., Ex. I at Ex. J, Parking Lease. Gary Marinosci, the President of the Association and the owner of Benefit Holding, executed the Parking Lease on behalf of Benefit Holding as Lessor and the Association as Lessee. Second Am. Compl. ¶ 15. The Parking Lease included a description of the designated parking area, the rental amount, and an option to renew the lease. Id. ¶¶ 19-20. Furthermore, a default provision allowed for the cancellation of the lease by the lessor in the event of default. Def.'s Mem., Ex. I at Ex. J, Parking Lease.

Between 2006 and 2008, Benefit Holding sold the residential condominium units (the Units). Def.'s Mem. at 6, 9. Each Unit was advertised for sale with designated parking spaces. Second Am. Compl. ¶ 16. The final sales agreement, however, stated that the parking spaces were subject to the Parking Lease. Def.'s Mem. at 5-6. Until the events at issue, the Unit owners enjoyed the use of the parking area and paid monthly rental payments to Benefit Holding. Second Am. Compl. ¶¶ 16, 21.

In January of 2007, Benefit Holding recorded an Amendment to the Declaration at the City of Providence Registry of Deeds. Def.'s Mem. at 8. This Amendment corrected the erroneous metes-and-bounds description and attached a survey map. Id. The survey map (the Site Plan) depicted "the entire block of Benefit Street between Thomas and Meeting Streets, including 182 Benefit Street . . ." Def.'s Mem. at 9; Pl.'s Mem., Ex. D, Site Plan.

Benefit Holding relinquished control of the Condominium association to the Plaintiff Association in 2008. Second Am. Compl. ¶ 22. The Association retained SeaLegs Property Group, LLC (SeaLegs) which assumed responsibility for the payment of rent. Id. ¶ 29. SeaLegs failed to pay the Parking Lease rental payments for the months of August 2017 and September 2017. Id. ¶¶ 34, 35. As a result, in September of 2017, the Association received a letter from Benefit Holding stating that the Parking Lease was being cancelled in accordance with its terms and conditions for failure to pay rent. Id. ¶ 34. Thereafter, the Association received a "Notice to Quit Premises" from Benefit Holding in October of 2017. The letter demanded that the Association end its use of the parking area. Id. ¶ 37. The Association tendered the full amount owed to Benefit Holding to satisfy the arrearage. Id. ¶ 36.

On October 6, 2017, the Association initiated this action against Benefit Holding seeking declaratory and injunctive relief asking this Court to prohibit Benefit Holding from terminating the Parking Lease and to declare that title to the parking area was transferred to the Association when the Site Plan was recorded. Def.'s Mem. at 13. On January 4, 2018, the parties entered into a Standstill Agreement which gave the Association the options to either enter into a new lease to use the parking area or purchase the property. Id. The Association rejected both options and the parties were unable to reach an agreement regarding the use and payment of rent for the parking area. Id. at 14.

On January 26, 2018, the Association amended its Complaint to add additional claims against Benefit Holding and added SeaLegs as a defendant. Id. On September 5, 2018, the Association recorded a Notice of Lis Pendens in the City of Providence Land Records asserting an interest in 182 Benefit Street. Id. Thereafter, the Association filed its Second Amended Complaint and the current operative pleading. In or around May of 2019, the Association reached a settlement with SeaLegs, and SeaLegs was dismissed from this action. Id.at 15. The Association and Benefit Holding then filed their respective motions for summary judgment. The matter was heard on January 10, 2020. The Court now renders its decision.

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,' and the motion justice finds that the moving party is entitled to prevail as a matter of law."' Swain v. Estate of Tyre ex rel. Reilly, 57 A.3d 283, 288 (R.I. 2012) (quoting Beacon Mutual Insurance Co. v. Spino Brothers, Inc., 11 A.3d 645, 648 (R.I. 2011) (internal quotation marks omitted)). The moving party "bears the initial burden of establishing the absence of a genuine issue of fact." McGovern v. Bank of America N.A., 91 A.3d 853, 858 (R.I. 2014) (citation omitted). The Court "views the evidence in the light most favorable to the nonmoving party," Mruk v. Mortgage Electronic Registration Systems, Inc., 82 A.3d 527, 532 (R.I. 2013), and "does not pass upon the weight or the credibility of the evidence," Palmisciano v. Burrillville Racing Association, 603 A.2d 317, 320 (R.I. 1992). Thereafter, "the nonmoving party bears the burden of proving by competent evidence the existence of a disputed issue of material fact and cannot rest upon mere allegations or denials in the pleadings, mere conclusions or mere legal opinions." Mruk, 82 A.3d at 532 (internal quotation marks omitted). "[S]ummary judgment should enter against a party who fails to make a showing sufficient to establish the existence of an element essential to that party's case. . . ." Newstone Development, LLC v. East Pacific, LLC, 140 A.3d 100, 103 (R.I. 2016) (internal quotation marks omitted).

III

Analysis

A

Ownership of 182 Benefit Street

i

The 2006 Declaration

A determination by this Court of what property was submitted to Condominium ownership in October 2006 is pivotal in its analysis of these motions. The Association argues that the original Declaration is vague in defining the property submitted to the Condominium ownership because it identified the parking area as a common element and incorporated the Site Plan by reference. It further argued that the omission of the Site Plan from the Declaration, as well as the incorrect metes and bounds description, resulted in an improper recording of the Declaration and, therefore, the property submitted was not known until the Amendment was recorded. Conversely, Benefit Holding contends that the Declaration, as originally recorded and as amended, unambiguously describes only 188 Benefit Street as the property submitted to the Association. Def.'s Mem. at 17.

When reviewing a condominium declaration, the Court will apply the law of contract construction. Town Houses at Bonnet Shores Condominium Association v. Langlois, 45 A.3d 577, 583 (R.I. 2012). Whether a declaration is ambiguous is a question of law. Id. In determining whether a declaration is ambiguous, words are given their plain, ordinary, and usual meaning. Bliss Mine Road Condominium Association v. Nationwide Property and Casualty Insurance Co., 11 A.3d 1078, 1083 (R.I. 2010). The declaration will be considered by this Court in its entirety and we will not '"establish ambiguity by viewing a word in isolation or by taking a phrase out of context."' Id. (quoting Amica Mutual Insurance Co. v. Streicker, 583 A.2d 550, 552 (R.I. 1990)). Furthermore, the Court will '"refrain from engaging in mental gymnastics or from stretching the imagination to read ambiguity into a [Declaration] where none is present."' Id. (quoting Mallane

v. Holyoke Mutual Insurance Co. in Salem, 658 A.2d 18, 20 (R.I. 1995)). In interpreting a declaration, this Court looks only to the intent expressed by the language of the declaration, not the subjective intent of the parties. See Bliss Mine Road Condominium Association, 11 A.3d at 1083. A declaration is ambiguous if it is "reasonably susceptible of different constructions." Id. at...

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