Jolicoeur Furniture Co., Inc. v. Baldelli

• Decision Date: 06 February 1995
• Docket Number: No. 93-143-A,93-143-A
• Citation: 653 A.2d 740
• Parties: JOLICOEUR FURNITURE CO., INC., et al. v. Charles C. BALDELLI et al. ppeal.
• Court: Rhode Island Supreme Court

Page 740

653 A.2d 740

JOLICOEUR FURNITURE CO., INC., et al. v. Charles C. BALDELLI et al.

No. 93-143-Appeal.

Supreme Court of Rhode Island.

Feb. 6, 1995.

Robert G. Flanders, Jr., Robert Karmen, Flanders & Medeiros, Providence, for plaintiff.

Lauren Jones, Caroline Cole Cornwell, Jones Associates, Marc DeSisto, DeSisto Law Offices, Providence, for defendant.

OPINION

LEDERBERG, Justice.

This case came before the Supreme Court on the appeal of the city of Woonsocket, Charles C. Baldelli, N. David Bouley, and Albert Brien (defendants) and on the cross-appeal of Jolicoeur Furniture Co., Inc., and James Zagrodny (plaintiffs) from a judgment of the Superior Court that ordered the defendants City of Woonsocket, Charles C. Baldelli, and N. David Bouley to pay compensatory damages plus interest, ordered Charles C. Baldelli and N. David Bouley to pay punitive damages, and awarded attorneys' fees and expenses to the plaintiffs. We affirm in part and reverse in part.

FACTS

The facts, insofar as pertinent to the appeals, follow.

Beginning in 1946, Donald and Violet Schafrath (the Schafraths) owned and operated Jolicoeur Furniture Co., Inc. (Jolicoeur), a retail furniture store on the corner of Bernon and Front Streets in the city of Woonsocket, Rhode Island. James Zagrodny (Zagrodny), the owners' nephew, began to work at the store full time around 1969 and, by the mid-1980s, began to manage the store in anticipation of the Schafraths' retirement.

In April 1984, the Schafraths learned that the State of Rhode Island intended to acquire the site of the furniture store in order to reconstruct the Bernon Street Bridge, and consequently Zagrodny sought alternative locations for the store. After rejecting suggestions by the State Department of Transportation (DOT), Zagrodny contacted the city of Woonsocket for assistance in finding a location. In February 1985, Joel D. Mathews (Mathews), then the director of the Department of Planning and Development (DPD), suggested three contiguous lots, Nos. 291, 155, and 154, a short walk from Jolicoeur's old location and strategically located on Armory Street within the "hub" of the city's commercial and business district. Two of the lots, Nos. 291 and 155, were owned by the city, whereas the third, lot No. 154, was privately owned. Because no single lot could accommodate a new store, Zagrodny testified that this site would only have been acceptable if he were able to obtain all three lots.

Mathews sent a letter dated May 29, 1985, to the Woonsocket City Council (council), suggesting that the city sell city lot No. 155 to Jolicoeur and noting that such a sale should be contingent on Jolicoeur's acquisition of the privately owned lot No. 154. Mathews further recommended that such a sale be approved by the council and be conditioned on the DPD's approval of the plans for the site to ensure that the new store was "in harmony with the other buildings in [the] downtown location."

On October 7, 1985, the council passed an amendment to an ordinance authorizing "the City Treasurer * * * to sell at public auction to the highest responsible bidder * * * real estate * * * designated as follows: Lot 155 * * * [$11,000]. Portion of Lot 291 * * * $5,600. * * * Said [lots] shall be sold as a singular package." The sale was conditioned on "the submittance and approval of all plans by the Department of Planning & Development and the obtainment of all permits as required to implement the bidder's proposal." The auction took place on November 26, 1985. Zagrodny submitted the highest bid and attempted to tender a bank check to the city treasurer for the full purchase price, but the city treasurer informed Zagrodny that approval of the sale by the council was required before the deeds to the lots could be transferred.

On the next day Zagrodny tendered a check for $1,500 to the city treasurer and presented a letter that conditioned Jolicoeur's acceptance of the sale offer on Jolicoeur's ability to purchase lot No. 154 from its private owner. The letter also stated that city-owned lot No. 155 should be restored to its original condition as it existed prior to the construction of the Bernon Street Bridge. Zagrodny's proviso referred to an easement taken by the DOT on lot No. 155, which easement was scheduled to expire on April 2, 1986. The city treasurer accepted Jolicoeur's deposit check (referred to by Zagrodny as a "binder" in his letter) and forwarded the results of the auction along with the conditions listed by Zagrodny to the council.

On January 21, 1986, the council enacted City Ordinance Chapter 4500 (ordinance 4500), authorizing the city treasurer to sell to Zagrodny as a single package lot No. 155 for $11,000 and a portion of lot No. 291 for $5,600 "upon payment in cash or certified check." The sale was to be conditioned upon the "submittance and approval of all plans by the Department of Planning & Development," and the parcels were to be conveyed subject to any easements.

Ordinance 4500 did not, however, specify the nature and extent of the plans that were required, nor did the ordinance provide standards or guidelines to govern the DPD's approval of any submitted plans. Mathews, nevertheless, told Zagrodny that the DPD's standard would be whether the building proposed by the plans would be in harmony with the surrounding area, and Zagrodny testified that he understood the ordinance to mean that "the City was protecting themselves [sic ] from letting anybody put up any particular type of building that they [sic ] wanted." The ordinance mandated no time limits, deadlines, or temporal restrictions within which Zagrodny was required to fulfill the conditions set forth in the ordinance. The ordinance was signed by Charles C. Baldelli (Baldelli), mayor of Woonsocket (mayor), on January 24, 1986.

Initially, the city had refused to sell the property as long as the DOT held the easement for storage of equipment on lot No. 155. Baldelli wrote to the DOT on September 3, 1986, concerning the easement on lot No. 155 (mistakenly referred to as "Lot 55" in the mayor's letter): "For your information, legally binding agreements were entered into by the City and Jolicoeur Furniture to sell this land for the purpose of the construction of a new Jolicoeur Furniture Showroom and Warehouse at this location. Unfortunately, this cannot take place because of the 'snafu' surrounding this extended easement." (Emphasis added.)

In November 1986 a more serious problem than the DOT easement arose when the Rhode Island Department of Environmental Management (DEM), in a letter dated November 5, 1986, informed the mayor that DEM had just learned of the sale of the land to Zagrodny. The very land that the city had agreed to sell to Jolicoeur was the subject of a State of Rhode Island Heritage Bond Grant awarded to the city of Woonsocket for the construction of the proposed River Island Park project. The DEM found the situation unacceptable and requested that the mayor's staff meet with DEM and suspend further action on conveying the land until the matter was resolved.

In addition to the letter, DEM also informed the DPD that if the city proceeded with its sale of the land to Jolicoeur, the state would not fund the Heritage Bond Grant that had been given to the city for construction of the park. The DEM also insinuated that if the sale were consummated in addition to not funding the grant, DEM would use such a sale as leverage to deny further grants to the city. Thus, the sale of this land to Jolicoeur jeopardized not only the funding for River Island Park, but future funding for other parks and recreational areas as well. The DPD brought this potential threat to Woonsocket's continued receipt of state funds to the attention of the council and recommended that the council appease DEM because the DPD felt that the long-term benefits of the park to the city far outweighed those of the furniture store.

In response to this new development, Baldelli recommended that the city return the binder tendered by Zagrodny. Baldelli publicly stated that the sale of the land to Zagrodny was a "snafu" that he intended to correct immediately because of his commitment to the park.

On June 1, 1987, the council passed, and Baldelli signed, an amendment to ordinance 4500, the ordinance that had originally authorized the sale of land to Zagrodny. The amendment provided that the "authorization to sell shall expire 60 days after the passage of this ordinance unless [Zagrodny] shall have submitted to the Department of Planning & Development acceptable building design plans and obtained from the Zoning Board of Review necessary variances." The sixty-day deadline expired on August 25, 1987. On June 2, Zagrodny and his architect met with Nancy Brittain (Brittain) of the DPD. At this meeting, Zagrodny and Brittain discussed the placement of the building, its type, and certain concessions the DPD wanted Zagrodny to make concerning the park. Brittain gave Zagrodny and his architect a list of ten "suggestions" for the property, none of which was listed in the ordinance. These "suggestions" included having Zagrodny install lighting to prevent vandalism, landscape the green area, share parking and an entrance with the park, and create a buffer between the property and the park. Brittain's list also included "suggestions" that the building have a brick facade and wooden window frames and be placed as far from the park as possible.

On August 20, 1987, the new director of the DPD, N. David Bouley (Bouley), wrote to the council that he had met with Brittain, Zagrodny, and Zagrodny's architect twice and had met with Zagrodny and Baldelli once. Bouley recommended that the city give Jolicoeur more time to submit acceptable plans while the parties continued to meet, although he expressly reserved the right to enforce the August 25, 1987 deadline if Zagrodny did not continue to recognize that the city was under no obligation to extend the deadline.

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