JPL Livery Servs., Inc. v. R.I. Dep't of Admin.
| Decision Date | 17 April 2014 |
| Docket Number | PC 06-2570,No. 2013-119-Appeal.,PC 08-8293,No. 2013-120-Appeal.,2013-119-Appeal.,2013-120-Appeal. |
| Court | Rhode Island Supreme Court |
| Parties | JPL Livery Services, Inc. d/b/a Ocean State Transfer v. Rhode Island Department of Administration et al. JPL Livery Services v. State of Rhode Island et al. |
JPL Livery Services, Inc. d/b/a Ocean State Transfer
v.
Rhode Island Department of Administration et al.
No. 2013-119-Appeal.
(PC 08-8293)
JPL Livery Services
v.
State of Rhode Island et al.
No. 2013-120-Appeal.
Present: Suttell, C.J., Goldberg, Flaherty, Robinson, and Indeglia, JJ.
Chief Justice Suttell, for the Court. The plaintiff, JPL Livery Services, appeals from a January 2, 2013 judgment in favor of the defendants, the Rhode Island Department of Administration and the Rhode Island Department of Health (collectively, the state).1 The plaintiff and the state were parties to a service contract in which the plaintiff agreed to provide livery services for the transportation of human remains. The plaintiff challenges the trial justice's findings that the contract was not exclusive and that the state's unilateral termination ofthe contract did not constitute a breach. This case came before the Supreme Court pursuant to an order directing the parties to appear and show cause why the issues raised in this appeal should not be summarily decided. After considering the parties' written and oral submissions and reviewing the record, we conclude that cause has not been shown and that this case may be decided without further briefing or argument. For the reasons set forth in this opinion, we affirm the judgment of the Superior Court.
Pursuant to multiple contracts beginning in 1998, Joseph Pilosa operated a service for the transportation of human remains from various locations in the state to the Office of Medical Examiners (OME), which is a subdivision of the Rhode Island Department of Health (DOH).2 Pilosa's transportation company was called JPL Livery Services (JPL), and Pilosa served as its president. The contract at issue in this case covered a five-year period from July 1, 2005 until June 30, 2010, and it provided a "cost per case" price of $125 for transports from the greater Providence area, and $130 for all other areas of the state.
The state selected JPL as its livery service provider through a bidding process. The terms of JPL's contract with the state were set forth in two documents: the notice of price agreement award, which listed basic contract terms such as price and termination criteria, and the bid solicitation, which provided specific requirements for JPL's performance of the service contract and which was incorporated by reference into the notice of price agreement award. The notice of price agreement award contained the following language:
The bid solicitation also provided that JPL's livery services were "to be provided to the [OME] on a 24/7/365 basis as requested by the [OME] staff." From July 2005 until March 2006, JPL was the OME's sole livery service provider. Pilosa testified at trial that JPL had also been the sole transportation provider pursuant to a previous contract beginning in the year 2000.
In October 2005, Robert O'Donnell was hired as Medicolegal Administrator of the OME, which put him "in charge of [the OME's] daily operations." O'Donnell held a meeting with Pilosa in March 2006, in which Pilosa was informed that O'Donnell would be limiting the number of transports to be conducted by JPL. O'Donnell told Pilosa that personnel from the OME, as well as agents and scene investigators, would assume transportation duties between the hours of 8 a.m. and 4 p.m., Monday through Saturday. O'Donnell explained at trial that the DOH was "looking for ways to reduce [the OME's] budget," and he determined that it would be less expensive for the state to use its own personnel rather than pay JPL's "cost per case" transport fee. After this meeting, the state significantly reduced its use of JPL's services.
JPL filed suit against the state, the Director of the DOH, the Chief Medical Examiner, and O'Donnell in May 2006, alleging that O'Donnell breached the contract when he decreased JPL's transportation services and began using OME employees to fill in the gaps. JPL sought atemporary restraining order,3 injunctive relief, and compensatory damages. JPL continued to provide livery services for the state while the litigation was pending.
The contract also required JPL to provide the state with certain documentation regarding JPL's employees, vehicles, and insurance policies. Specifically, the contract mandated that JPL provide "proof of valid driver[']s licenses for all employees," "proof of workers['] compensation insurance," and "proof of background checks done on all employees." The contract further required JPL to "provide to the [OME] any changes in personnel," and to "immediately" provide the above documentation for new employees. JPL was also required to provide license plate numbers and proof of insurance for its vehicles and to submit annual insurance renewal certificates for its insurance policies. Additionally, the contract contained criteria for the manner in which JPL was to conduct its transportation services, including a time limit for responding to a scene after receiving a call from the OME. The contract also specified that, "[u]pon removal of a decedent from the scene location, [JPL] will proceed directly to the [OME] office unless directed to do otherwise by the Medical Examiner."
In 2007, DOH personnel authored several letters indicating various issues with JPL's transportation services. Pilosa received a letter from O'Donnell dated January 25, 2007, in which O'Donnell referred to an incident involving "[JPL] employees stopping after picking up a decedent for the [OME] and not responding directly to [OME]." Pilosa also received a letter from O'Donnell dated March 22, 2007, which referenced an incident where one of Pilosa's employees had made an error in writing a decedent's name on a toe tag.
The Chief Medical Examiner wrote a letter to Pilosa dated April 27, 2007, in which he indicated that JPL's "liability contract" and "workers['] compensation insurance contract" wereoutdated. This letter also requested license plate numbers and proof of insurance for JPL's vehicles, as well as a list of "all past and present [JPL] employees under the current contract," and documentation including driver's licenses, background checks, and records of employee training. This letter requested that JPL provide the missing documents by May 4, 2007. JPL's attorney then received a letter dated May 25, 2007, from the Acting Assistant Director of Health, which referred to the information requested in the April 27, 2007 letter and stated that "[t]he purchase order and contract for services require that this information be provided to the [DOH] on an annual basis," and that, "[a]s of this date, the Medical Examiner has not received any information from Mr. Pilosa * * * ."
O'Donnell sent a letter to the Assistant Director for Special Projects within the state's Department of Administration (DOA), dated June 29, 2007, which asserted a "formal complaint against [JPL] * * * based on poor performance and not meeting the requirements of [the contract]." Specifically, O'Donnell wrote that a JPL employee had been arrested in May 2005 for stealing a credit card from a decedent, and another decedent's son had filed a complaint in 2006 regarding money that went missing from his father's wallet while JPL employees were transporting the body. O'Donnell also referred to incidents listed in his letters to Pilosa, including JPL incorrectly labeling a decedent and JPL failing to timely provide required documentation. O'Donnell wrote in the final paragraph of the letter:
JPL's counsel then received a letter dated July 19, 2007, from Jerome Moynihan, who was the Administrator of Purchasing Systems within the DOA,4 in which Moynihan stated that "DOH maintains that JPL failed to timely provide to DOH required updates on JPL's insurance coverage, bond status, vehicle registration information and criminal background checks for JPL employees." Moynihan also stated in this letter, however, that "DOA is aware that JPL is now in substantial compliance with DOH's request for production and documentation." Moynihan warned that "any future failure by JPL to comply with the terms of its contract with the State shall result in punitive action being taken, including but not limited to, termination of JPL's contract with the State." Moynihan testified at trial that he viewed this letter as an "an olive branch," meaning that JPL would be...
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