Kayak Ctr. at Wickford Cove, LLC v. Town of Narragansett

• Decision Date: 15 June 2015
• Docket Number: No. 2014–168–Appeal.,2014–168–Appeal.
• Citation: 116 A.3d 250
• Parties: KAYAK CENTRE AT WICKFORD COVE, LLC d/b/a Kayak Centre of Rhode Island v. TOWN OF NARRAGANSETT, et al.
• Court: Rhode Island Supreme Court

116 A.3d 250

KAYAK CENTRE AT WICKFORD COVE, LLC d/b/a Kayak Centre of Rhode Island

v.TOWN OF NARRAGANSETT, et al.

No. 2014–168–Appeal.

Supreme Court of Rhode Island.

June 15, 2015.

Robert Clark Corrente, Esq., Providence, for Plaintiff.

Mark A. McSally, Esq., Providence, Angelo R. Simone, Esq., Warwick, for Defendants.

Present: SUTTELL, C.J., GOLDBERG, FLAHERTY, ROBINSON, and INDEGLIA, JJ.

OPINION

Justice FLAHERTY, for the Court.

The plaintiff, Kayak Centre at Wickford Cove, LLC (Kayak Centre), appeals from a final judgment entered in Washington County Superior Court in favor of the defendants, the town of Narragansett (the town) and Narrow River Kayaks, LLC (Narrow River). The action was precipitated because the plaintiff was unsuccessful in winning a concession contract from the town to operate a paddle sports business on town-owned land. The plaintiff's complaint asked for (1) a declaratory judgment that the town had violated sections of the general laws controlling the award of municipal contracts, G.L. 1956 chapter 55 of title 45,¹ and (2) injunctive relief against the town to prevent it from rebidding the concession contract. This appeal came before the Supreme Court for argument on March 3, 2015. For the reasons set forth in this opinion, we affirm in part and reverse in part the judgment of the Superior Court.

IFacts and Travel

Kayak Centre is a Rhode Island limited liability company that operates paddle sports businesses at two locations, one in Charlestown and one in the village of Wickford in North Kingstown. Narrow River is also a Rhode Island limited liability company; it owns and operates a paddle sports business at 94 Middlebridge Road in Narragansett (the property). In August 2012, the town acquired a 9.5–acre parcel of land that included the property on which Narrow River's business was located. Narrow River continued to operate its business on the land after the town took ownership of the property. However, in August of 2013, the town invited competitive bidding for a five-year concession contract to operate a paddle sports business on the property. One rationale for the decision was described by Robert O'Neill,² the Chairman of the town's Land Conservancy Trust, who said it was “good business sense to say ‘We'll see what other proposals [for the paddle sports concession at the Property] people will bring forward.’ ” To begin the process, the town's purchasing agent, Susan Gallagher, and the Director of the town's Parks and Recreation Department, Steven Wright, prepared a package and advertised the invitation to bid on the concession award.

The invitation specified a submission date of August 29, 2013, required that all bidders have a minimum of five years of experience operating a paddle sports business, and asked for references who could attest to prior experience. The invitation also stated, “[the town] reserves the right to reject any/all bids, waive any informalities in the bids received and to accept and award the bid to the highest qualified bid deemed most favorable to the interest of the [t]own.” Four bidders initially expressed an interest by attending an advertised pre-bid meeting, but, in the end, only Kayak Centre and Narrow River submitted bids to the town. Bidders were asked to state the amount of a proposed “annual payment” that they would be willing to make to the town. A minimum amount of $15,000 annually was specified in the bid package. Kayak Centre proposed $180,505 in total payments over the projected five-year period, while Narrow River's bid proposed $100,500. In accordance with the invitation to bid, the bids were opened by the town's Parks and Recreation Department and were then examined in order to issue a report to the town council before it awarded the concession.

There is no dispute that Ms. Gallagher's report, according to the parties' stipulated facts, “concluded that the Kayak Centre was the best and most qualified bidder and recommended that the Town Council award the municipal contract to the Kayak Centre.”³ The report stated, in part, “[t]he Parks and Recreation Department is recommending this award based on the Kayak Centre's 18–year experience in the paddle sports business, references[,] and total bid offering.” Also, the town's contacts with Kayak Centre's references resulted in “all positive comments regarding the Kayak Centre operation.” On October 7, 2013, the report was presented at a meeting of the town council and a motion was made to award the contract to Kayak Centre. However, after some lengthy comments from the public and discussion among town councilors, the town council voted three to one to reject the motion to award the concession contract to plaintiff.⁴ Following this vote, the town solicitor, who was present at the meeting, then suggested that the next course of action would be “to direct the staff to develop additional criteria and qualifications to be included in a new bid package for [the town council's] review before it goes back out to bid * * *” The town council, as the parties stipulate, then “voted 3–1 to reject all bids and commence the bidding process again,” following the solicitor's recommendation.

On December 3, 2013, Kayak Centre initiated this action by filing a verified complaint consisting of three counts: (1) a request for a declaratory judgment that the town violated § 45–55–5, entitled “Competitive sealed bidding”; (2) an allegation that the town committed a criminal misdemeanor by not complying with that statute; and (3) a prayer for injunctive relief alleging that it would be irreparably harmed if the town was allowed to reject its bid and rebid the concession. On February 10, 2014, the case was heard by a justice of the Superior Court on an agreed statement of facts and documents, including the invitation to bid and the bids that had been submitted by plaintiff and Narrow River. The trial justice considered the parties' submissions and arguments and issued a written decision, which was made effective by a judgment signed March 25, 2014. The trial justice's decision found that the provisions of § 45–55–5 were inapplicable to this particular bidding process and, further, that this Court's standard on competitive bidding, as set forth in Gilbane Building Co. v. Board of Trustees of State Colleges, 107 R.I. 295, 299–300, 267 A.2d 396, 399 (1970), did not apply. Therefore the trial justice denied plaintiff's request for declaratory and injunctive relief, and found for defendants on all counts. The plaintiff filed a timely appeal with this Court.⁵

IIStandard of Review

“A decision to grant or deny declaratory or injunctive relief is addressed to the sound discretion of the trial justice and will not be disturbed on appeal unless the record demonstrates a clear abuse of discretion or the trial justice committed an error of law.” Foster Glocester Regional School Building Committee v. Sette, 996 A.2d 1120, 1124 (R.I.2010) (quoting Hagenberg v. Avedisian, 879 A.2d 436, 441 (R.I.2005) ). Accordingly, we give great weight to the findings of fact of a trial justice when sitting without a jury in such actions. Id. (citing Casco Indemnity Co. v. O'Connor, 755 A.2d 779, 782 (R.I.2000) ). On questions of law, however, our standard is one of de novo review. Id. (citing Houde v. State, 973 A.2d 493, 498 (R.I.2009) ). Likewise, in matters of statutory interpretation, our review is also de novo. State v. Hazard, 68 A.3d 479, 485 (R.I.2013) (citing Campbell v. State, 56 A.3d 448, 454 (R.I.2012) ). When construing a statute, this Court will apply a clear and unambiguous statute “literally and [we] must give the words of the statute their plain and ordinary meanings.” Id. (quoting Alessi v. Bowen Court Condominium, 44 A.3d 736, 740 (R.I.2012) ).

IIIDiscussion

On appeal, plaintiff maintains that the trial justice made two errors that warrant reversal. First, plaintiff argues that it was error for the trial justice to rule that the requirements of § 45–55–5 were inapplicable to the case before her and, therefore, declaratory relief should not have been denied. Second, plaintiff alleges that it was error for the trial justice to deny it injunctive relief because, it claims, the town's actions were governed by, but violated, the standards of fairness that this Court enunciated in Gilbane. On review, we discern no error in the trial justice's ruling that § 45–55–5 did not apply to the situation before her. It is, however, our opinion that the good faith standard of Gilbane does apply in the absence of a specific statute. In light of that conclusion, findings of fact and conclusions of law are required before this Court can properly address whether the town's actions complied with Gilbane.

A. Applicability of § 45–55–5

We review the interpretation of a statute de novo and “when the language of a statute is clear and unambiguous, this Court must interpret the statute literally and must give the words of the statute their plain and ordinary meanings.” Raiche v. Scott, 101 A.3d 1244, 1248 (R.I.2014) (quoting Hazard, 68 A.3d at 485 ). The language of § 45–55–9 provides that the process for awarding contracts that exceed “ten thousand dollars ($10,000) for construction and five thousand dollars ($5,000) for all other purchases” is to be by competitive bidding. See § 45–55–9 (for the monetary amounts over which § 45–55–5 applies). The statute requires that “[t]he contract shall be awarded * * * to the responsive and responsible bidder whose bid is either the lowest bid price, or lowest evaluated or responsive bid price.” Section 45–55–5(e).

The language of the statute is clear and unambiguous. As a result, we need not delve into the intent of the General Assembly, except to say that in our opinion, in enacting § 45–55–5 the Legislature sought to regulate contracts that require the expenditure of public funds. The Legislature was certainly free to include concession contracts within the ambit of § 45–55–5, but it chose not to do so. See Narragansett Food Services,...