Guglielmi v. Rhode Island Hosp. Trust Financial Corp., 89-112-A

• Decision Date: 25 April 1990
• Docket Number: No. 89-112-A,89-112-A
• Citation: 573 A.2d 687
• Parties: Anthony GUGLIELMI and Julius Migliori. v. RHODE ISLAND HOSPITAL TRUST FINANCIAL CORPORATION et al. ppeal.
• Court: Rhode Island Supreme Court

Page 687

573 A.2d 687

Anthony GUGLIELMI and Julius Migliori. v. RHODE ISLAND HOSPITAL TRUST FINANCIAL CORPORATION et al.

No. 89-112-Appeal.

Supreme Court of Rhode Island.

April 25, 1990.

Kevin P. Curry, Boston, Mass., William L. Bernstein, Greenville, for plaintiff.

Michael P. DeFanti, Stephen A. Rodio, Hinckley, Allen, Synder & Comen, Providence, for defendant.

OPINION

KELLEHER, Justice.

This is an appeal from a decision of the Superior Court in which a trial justice granted a motion for summary judgment made by the defendants, Rhode Island Hospital Trust Financial Corporation and Rhode Island Hospital Trust Bank (Hospital Trust). In his decision the trial justice denied and dismissed each count of the complaint of the plaintiffs, Anthony Guglielmi (Guglielmi) and Julius Migliori (Migliori), and entered judgment on a counterclaim in favor of Hospital Trust in the amount of $242,297.16. A brief review of the facts underlying the present controversy is necessary.

In early May of 1985 plaintiffs, Guglielmi and Migliori, filed a complaint in Providence County Superior Court against Columbus National Bank of Rhode Island (Columbus National) and Hospital Trust, assignee and successor of Columbus National. In their complaint plaintiffs made numerous allegations concerning a land transfer. They asserted that Columbus National misrepresented the value of the property by indicating that the land was worth the full amount of the $875,000 note Guglielmi and Migliori had assumed. They also alleged that Columbus National had induced them to purchase the land by indicating that it was still holding as collateral 5,000 shares of Columbus National stock that had been pledged by the original borrower, Robert A. Barbato (Barbato), as part of the initial transaction between Barbato and Columbus National. Guglielmi and Migliori argued that without these representations, they would not have assumed the note.

Prior to the filing of the complaint, Guglielmi and Migliori had defaulted and entered into an agreement with Columbus National to refinance the note. At that time they signed a release of all claims against Columbus National "in return for a novation and the introduction of funds from a Third Party." This agreement was made possible because a third party, Guglielmi's sister, stepped in and agreed to buy the land. In their complaint they alleged that this release was null and void because it was based upon their belief that the land comprised 17.8 acres when, in fact, it later became apparent that the land consisted of only 14.59 acres. ¹ As a result Guglielmi and Migliori sought to rescind the release and to obtain money damages from Hospital Trust.

In September of 1985 Hospital Trust filed a counterclaim seeking payment due on a $175,000 promissory note that Guglielmi and Migliori had given as part of the refinancing arrangement. Thereafter, in June 1988, Hospital Trust filed a motion for summary judgment. This motion was heard in September of 1988.

At the hearing Hospital Trust conceded, for the purpose of its summary-judgment motion, that plaintiffs' version of events was true. At the conclusion of arguments the trial justice rendered his decision. Relying upon his conclusion that the release was valid, the trial justice granted Hospital Trust's motion for summary judgment on the complaint, and relying as well upon the undisputed fact that the $175,000 promissory note was overdue, he also granted summary judgment for Hospital Trust on its counterclaim. Guglielmi and Migliori now appeal from that decision, raising contentions similar to those argued below.

Guglielmi and Migliori contend that the release is not a bar to their action because (1) they were induced to sign it relying upon false representations made by Columbus National and (2) they were in fact damaged because they assumed a new $175,000 promissory note unnecessarily. They also assert that there was no valid consideration for the release.

Hospital Trust argues as follows: (1) there was valid consideration for the release; (2) Guglielmi and Migliori were well versed and knowledgeable concerning the facts surrounding the release; and (3) they were represented by counsel during the negotiations and had consulted several attorneys prior to signing the release. Concerning the misrepresentation claim, Hospital Trust argues that the shortfall in acreage did not work to plaintiffs' detriment. Therefore, it argues, the trial justice's decision should be upheld.

In ascertaining whether a motion for summary judgment has been properly granted, this court must determine, after examining all the pleadings, affidavits, admissions, and other materials in the light most favorable to the nonmoving party, that there is no genuine issue of material fact. Grissom v. Pawtucket Trust Co., 559 A.2d 1065, 1066 (R.I.1989). In light of the concessions made by Hospital Trust for the purposes of the motion, we find that there was no genuine issue of material fact. We must therefore determine whether Hospital Trust, as a matter of law, was entitled to entry of judgment. In so doing, we must determine the validity of the general release executed by Guglielmi and Migliori.

The law concerning this issue is well settled in this jurisdiction. The validity of a release must be determined in light of three factors: (1) the existence of consideration for the release, (2) the experience...