Doe v. Gelineau

• Decision Date: 11 June 1999
• Docket Number: No. 98-8-Appeal., No. 97-611-Appeal to 97-614-Appeal, No. 98-7-Appeal
• Citation: 732 A.2d 43
• Parties: John DOE et al. v. Louis E. GELINEAU et al. (Three Cases). Joseph Roe v. Louis E. Gelineau et al. (Two Cases). Shawn Gill v. State of Rhode Island et al.
• Court: Rhode Island Supreme Court

732 A.2d 43

John DOE et al. v. Louis E. GELINEAU et al. (Three Cases).

Joseph Roe v. Louis E. Gelineau et al. (Two Cases).

Shawn Gill v. State of Rhode Island et al.

Nos. 97-611-Appeal to 97-614-Appeal, 98-7-Appeal and 98-8-Appeal.

Supreme Court of Rhode Island.

June 11, 1999.

Present LEDERBERG, BOURCIER, FLANDERS, and GOLDBERG, JJ.,

Timothy Conlon, Providence, for Plaintiff.

William T. Murphy, James T. Murphy, Elisabet C. Hayes, William Poore, Providence, for Defendants Louis E. Gelineau et al.

James E. Lee, Providence, for Defendants State of Rhode Island et al.

Stephen White, Warwick, Mary Hope Peterson, Providence, for Defendants Robert McIntyre et al.

OPINION

FLANDERS, Justice.

When it comes to piercing corporate veils, courts are loath to act like Vlad the Impaler.¹ Indeed, the stakes are too high for courts regularly to disregard the separate legal status of corporations. Because a corporation is an incorporeal, "artificial creature" of the law, Cook v. American Tubing & Webbing Co., 28 R.I. 41, 49, 65 A. 641, 644 (1905), it constitutes "an artificial person distinct and separate from its individual and often changing stockholders." Vennerbeck & Clase Co. v. Juergens Jewelry Co., 53 R.I. 135, 138, 164 A. 509, 510 (1933). ² Thus, courts are not inclined to perforate a corporation's legal shell merely to stick one or more of its constituent or affiliated entities with liability for the corporation's misdeeds. Rather, respect for the legitimacy of the corporate form and its protective shield of limited liability usually dissuades courts from using their remedial swords to run them through — at least without extreme provocation to do so.

In these consolidated cases, plaintiffs are individuals who, as children, formerly resided at the Saint Aloysius Home, a foster-care and treatment facility for boys between the ages of five and fifteen that was operated by defendant Rhode Island Catholic Orphan Asylum Corporation d/b/a Saint Aloysius Home (St. Aloysius). The plaintiffs appeal from the Superior Court's entry of summary judgment in favor of defendant, the Roman Catholic Bishop of Providence (RCB), a corporation sole. ³ In essence, plaintiffs claim that RCB was the real corporate party in interest for various business activities conducted by or on behalf of the Roman Catholic Diocese of Providence (diocese). As a result, plaintiffs seek to hold RCB liable for certain alleged tortious acts that occurred at St. Aloysius, a diocesan agency. The claimed misconduct pertains to the physical, emotional, and sexual abuse of plaintiffs at the hands of certain former St. Aloysius employees and staff members while plaintiffs were residents of this institution. For the reasons discussed below, we affirm the Superior Court grant of summary judgment in favor of RCB, but on different grounds than those relied upon by the motion justice. In brief, we are unable to discern any evidence in the record sufficient to create a genuine issue of material fact concerning whether St. Aloysius' separate corporate identity should be disregarded in favor of holding RCB liable for the asserted wrongdoing.

Facts and Travel

At the time of the alleged misconduct, plaintiffs were children in the care and custody of the State of Rhode Island (state), Department of Children, Youth, and Families (DCYF). The state, in turn, had placed these children at St. Aloysius, a nonprofit corporation organized pursuant to a special enactment of the General Assembly. Under a contract with DCYF, St. Aloysius agreed to provide emergency-shelter care, residential treatment, and a treatment/foster-care program for boys between the ages of five and fifteen. The plaintiffs filed complaints against numerous defendants, including officials and entities that, they alleged, were affiliated in one way or another with St. Aloysius and hence responsible for the alleged abuse.⁴ The plaintiffs averred that, while they were residents at the home and under the control of St. Aloysius' employees and staff, they suffered physical, emotional, and sexual abuse. After plaintiffs' claims sparked investigations into these allegations, St. Aloysius closed in or about January 1994.

The defendant, RCB, is a corporation that was created in 1900 by a special enactment of the General Assembly entitled "An Act to Create the Roman Catholic Bishop of Providence, and His Successors, a Corporation Sole." 1900 R.I. Acts & Resolves at 133-35. Section 1 of the 1941 R.I. Acts & Resolves subjects RCB to the duties and liabilities of business corporations in general, § 1 at 449-51;⁵ see also G.L. 1956 chapter 1.1 of title 7 (Rhode Island Business Corporation Act), while section 2 of the act sets forth RCB's property-holding and -management functions, 1941 R.I. Acts & Resolves § 2 at 450-51. ⁶ At the time of the incidents in question, Bishop Louis E. Gelineau (Bishop Gelineau) was the only officer of RCB. ⁷ Beginning in 1972, RCB arguably expanded its operations beyond its statutorily authorized property-holding and -management functions. In addition to holding title to and managing certain church properties, it began to operate various diocesan activities, including the diocesan Priests Personnel Office, Office of Worship, Office of Communication, Building Commission, and Fiscal Office. This latter office provided accounting services to some of the corporations through which the Roman Catholic church carried on its temporal work in the diocese. RCB also paid the stipends of various diocesan officials, including the Bishop, the Vicar General, two co-chancellors of the diocese, the Finance Officer, the Vicar for Finance and Planning, and some of the personnel in these offices. It also entered into contracts with certain outside consultants to the diocese regarding its property management, as well as accounting and legal services. The Priest Personnel Office coordinated applications for the appointment of priests by Bishop Gelineau to fill certain specialized ministries, and this office also made recommendations to the Bishop regarding these ministries, although it had no authority to appoint priests.

In their complaints, plaintiffs claim that the alleged abuse which they suffered resulted in part from RCB's negligence in hiring, retaining, and supervising St. Aloysius' staff and its operations. Relying upon section 2 of the 1941 R.I. Acts & Resolves, RCB filed a summary-judgment motion, arguing that as a matter of law, it could not be held liable for the alleged tortious acts that occurred at St. Aloysius because the act limited RCB's powers and liabilities to matters concerning its holding and management of church property and did not empower RCB to carry out Bishop Gelineau's ecclesiastical functions as Bishop. In other words, RCB argued, because RCB's enabling legislation did not authorize it to assign priests to ministries such as St. Aloysius or to supervise and discipline diocesan clergy like those assigned there, it could not be held liable for whatever abuse may have occurred at St. Aloysius. RCB also asserted that it could not be found liable for the alleged misconduct at St. Aloysius because, as a factual matter, RCB played no role whatsoever in the funding, operations, management, and/or supervision of St. Aloysius or its staff.

In response, plaintiffs argued that the act did not serve to insulate or immunize RCB from liability. Rather, plaintiffs contended, RCB was the corporate entity through which the diocese and its agencies, including Bishop Gelineau (in his capacity as the Roman Catholic Bishop of Providence) and St. Aloysius, did certain business with the state, including taking custody of plaintiffs when they were residents at St. Aloysius. In addition, plaintiffs referred to the allegation in their complaints that, as well as being the single member of RCB, Bishop Gelineau served as the President, Treasurer, and Director of St. Aloysius. Moreover, plaintiffs pointed out that Bishop Gelineau acted as the Chief Administrative and Operating Officer of the diocese in all actions material to their civil claims. The crux of plaintiffs' position was that St. Aloysius was under the ultimate control and supervision of Bishop Gelineau, and that RCB, acting through Bishop Gelineau, so dominated St. Aloysius' finances, policies, and practices that the latter was merely an instrumentality of RCB such that the veil of St. Aloysius' separate corporate existence ought to be pierced for the purpose of imposing liability on RCB. However, in response to RCB's summary-judgment motion, plaintiffs produced no evidence that RCB ever was involved in any of the hiring, retaining, or supervising of St. Aloysius' staff and its operations, let alone that it was negligent in doing so.

Following oral arguments and review of the parties' memoranda, affidavits, answers to interrogatories, deposition testimony, and other documents submitted, a Superior Court motion justice granted RCB's summary-judgment motion. In his bench decision, the motion justice adopted the legal analysis set forth in RCB's summary-judgment memorandum and incorporated by reference the reasoning in his earlier 1989 Superior Court decision, Doe v. O'Connell, No. 86-77, a case raising issues similar to those in the case at bar. Resting his decision primarily on the limited scope of the enumerated powers vested in RCB by the act, the motion justice concluded that RCB only could be liable for actions based upon its undertaking of its statutorily authorized property-holding and -management activities, and he stated that "there is no evidence whatsoever before the Court" that "[t]he corporation sole, in furtherance of the power conferred upon it to take[,] hold, receive by gift, purchase or devise, real estate and personal property, [is] involved in this case in any way."⁸ The plaintiffs appeal from the Super. R. Civ. P. 54 judgment that entered following this decision.

Standard of Review

When conducting our de novo...