Loffredo v. Shapiro

• Citation: 274 A.3d 782
• Decision Date: 25 May 2022
• Docket Number: 2020-233-Appeal.,NC 18-102
• Parties: Kenneth LOFFREDO et al. v. Stephen A. SHAPIRO et al.
• Court: United States State Supreme Court of Rhode Island

274 A.3d 782

Kenneth LOFFREDO et al.

v.Stephen A. SHAPIRO et al.

No. 2020-233-Appeal.

NC 18-102

Supreme Court of Rhode Island.

May 25, 2022

Kevin P. Gavin, Esq., for Plaintiff.

Syd. A. Saloman, Esq., Stanley F. Purecki, Esq., Christopher R. Blazejewski, Esq., for Defendant.

Present: Suttell, C.J., Goldberg, Robinson, Lynch Prata, and Long, JJ.

Justice Robinson, for the Court.

The plaintiffs, Kenneth Loffredo and Michelle Loffredo (the Loffredos), appeal from the Newport County Superior Court's grant of summary judgment in favor of the several defendants on all eight counts set forth in their third amended complaint. On appeal, the Loffredos contend that the hearing justice: (1) improperly interpreted and applied G.L. 1956 § 9-1-4 (the Statute of Frauds) in deciding that that statute could properly be invoked as a defense to claims stemming from an alleged agreement concerning the purchase and sale of a particular residential condominium owned by Stephen A. Shapiro and Lisa R. Shapiro (the Shapiros) in Newport, Rhode Island; (2) erroneously granted summary judgment against the Loffredos with respect to their several claims of tortious conduct; and (3) erroneously ruled that G.L. 1956 § 5-20.5-17(b) does not provide a private right of action to an aggrieved party "unless and until there has first been a [Department of Business Regulation] * * * finding of a violation of § 5-20.5-14(a)."

For the reasons set forth in this opinion, it is our view that the hearing justice correctly granted summary judgment with respect to all counts except for Count Eight, as to which we consider fact-finding to be necessary. Accordingly, we affirm the judgment of the Superior Court in part, and we vacate the judgment in part.

IFacts and Travel¹

We glean the following facts from: the third amended complaint (the complaint); the parties’ motions for summary judgment; the oppositions thereto; and the transcript of the hearing held on May 21, 2020.

AThe Underlying Transaction

On January 30, 2018, the Loffredos, accompanied by their real estate agent (Ms. Toppa), attended a showing of the Property. At that showing, the Loffredos learned that the sellers (the Shapiros) had already received an offer from certain prospective buyers. (It eventually became clear that those prospective buyers were the Krichavskys.) Later that same day, the Loffredos submitted to the Shapiros a proposed purchase and sales agreement, offering to purchase the Property for $1,475,000.² In view of the competing offers, the Shapiros requested that both the Loffredos and the Krichavskys submit their "highest and best" offers by 4:00 p.m. on January 31.³

At approximately 12:00 p.m. on January 31, the Loffredos submitted to the Shapiros a proposed purchase and sales agreement, which constituted their "best and final" offer, in which they increased their earlier offer by $50,000 and proposed an earlier closing date than they had formerly proposed and also "waived the inspections contingency provision." At approximately 5:07 p.m. on that same day, the Krichavskys submitted their "highest and best" offer to the Shapiros.⁴

Shortly thereafter, according to the complaint, Ms. Toppa (the Loffredos’ real estate agent) received a telephone call from Ms. Greenman (one of the Shapiros’ real estate agents), in which Ms. Greenman allegedly stated that the Shapiros had accepted the Loffredos’ offer.⁵ During that telephone call, Ms. Toppa requested that the Shapiros sign and return the Loffredos’ proposed purchase and sales agreement as soon as possible. Ms. Greenman allegedly assured Ms. Toppa that the proposed purchase and sales agreement "definitely would be returned by the next morning" and that it had "been decided" that the Property would belong to the Loffredos.⁶

At approximately the same time as Ms. Greenman contacted Ms. Toppa, Ms. Kirby (another of the Shapiros’ real estate agents) contacted Ms. Hoag (the Krichavskys’ real estate agent) and allegedly told her that the Shapiros had accepted the Loffredos’ offer.⁷ In addition, Ms. Kirby revealed to Ms. Hoag that the two offers were "close monetarily." Given our eventual holding in Part IV.H, infra , it is of potential significance that Ms. Kirby also allegedly informed Ms. Hoag that the Loffredos’ offer had "no contingency for a home inspection."⁸

Ms. Hoag then called her clients, the Krichavskys, and shared with them the information that Ms. Kirby had disclosed to her. Upon learning the particulars of the Loffredos’ offer, the Krichavskys decided to submit another offer and to waive the home inspection contingency that had been part of their prior offer. At approximately 6:43 p.m. on January 31, the Krichavskys submitted their revised offer to both of the Shapiros’ agents, who conveyed it to the Shapiros. Later that night, at approximately 9:15 p.m., Ms. Greenman contacted Ms. Toppa and explained that the Krichavskys had submitted another offer and that, although she did not know what was going to happen, she would contact Ms. Toppa once again the following morning. Ms. Toppa then called the Loffredos to inform them that the Krichavskys had been allowed to submit another offer.

Following the just-described sequence of events, Ms. Greenman and Ms. Kirby (on behalf of the Shapiros) contacted Ms. Toppa to inquire whether the Loffredos would be willing to increase their offer by $100,000. However, the Loffredos chose not to do so. Ultimately, the Krichavskys agreed to purchase the Property for $1,600,000, with no home inspection contingency.

BThe Proceedings in Superior Court

On March 27, 2018, the Loffredos filed a complaint in the Superior Court, naming as defendants, in addition to the Shapiros: Ms. Greenman, Ms. Kirby, and the Gustave White entity (collectively, the Gustave White defendants). In due course, on February 8, 2019, the Loffredos filed their third amended complaint.⁹ That complaint contained counts sounding in breach of contract; promissory estoppel; equitable estoppel; and fraud and deceit against the Shapiros. The complaint also included counts sounding in fraud and deceit and negligent misrepresentation against the Gustave White defendants. The complaint also alleged that Ms. Hoag, Re/Max, and the Krichavskys were liable for tortious interference with contractual relations or, in the alternative, tortious interference with prospective contractual relations. Finally, the complaint alleged that Ms. Greenman, Ms. Kirby, and Ms. Hoag, in their individual capacities, had violated § 5-20.5-14(a) and were therefore subject to the penalty provisions of § 5-20.5-17(b).¹⁰

1. The Motions for Summary Judgment

On August 20, 2019, Ms. Hoag and Re/Max jointly filed a motion for summary judgment on all counts. Thereafter, the Shapiros, the Gustave White defendants, and the Krichavskys filed their own separate motions for summary judgment on all counts. On May 21, 2020, a hearing was held on the several motions for summary judgment, to each of which the Loffredos had objected.

The Shapiros for their part argued that the allegations of breach of contract, promissory estoppel, equitable estoppel, and fraud and deceit were all barred by the Statute of Frauds. Relying on this Court's precedent, they pointed out that "the very purpose for which the statute of frauds was enacted * * * [was] protection against the assertion of unfounded claims" and that, accordingly, said statute "must be enforced as drafted."

The Gustave White defendants contended that the Loffredos’ claims of fraud and deceit and negligent misrepresentation were barred by the Statute of Frauds. They argued that "allegations of fraud standing alone are insufficient to circumvent the statute of frauds * * *." They further argued that the "mere agreement on terms, the preparation of [a] purchase and sale agreement and even the signing of that agreement by one party" were insufficient to overcome the principle that the "statute of frauds must be strictly construed."

With respect to the Loffredos’ allegation of tortious interference with contractual relations, Ms. Hoag and Re/Max argued that that claim was also barred by the Statute of Frauds. They contended that, because "the statute of frauds requires that an agreement for the purchase of real estate * * * be in writing" and because there was "no such writing," there was "no contract with which [Ms. Hoag and Re/Max] could have interfered." As for the claim of tortious interference with prospective contractual relations, Ms. Hoag and Re/Max argued that the Loffredos had "not satisfied the elements of that claim" because there was neither evidence of a "business relationship" between the Shapiros and the Loffredos nor was there evidence that either Ms. Hoag or Re/Max had "intentionally interfered" with any such alleged relationship.

The Krichavskys advanced the same argument as did the Gustave White defendants with respect to the Loffredos’ allegation of tortious interference with contractual relations. As for the claim of tortious interference with prospective contractual relations, the Krichavskys argued that the nature of the "competitive bidding process" in which the parties had been engaged "simply [did] not rise to the level of [intentional] interference" necessary to prove tortious interference with prospective contractual relations.

With respect to the Loffredos’ statutory claim, Ms. Hoag argued that § 5-20.5-14(a) does not authorize an aggrieved party "to file a private right of action as a result of any such violations," but rather vests in the director of the Department of Business Regulation the authority "to determine whether or not a violation has occurred" and to levy penalties. Ms. Hoag further contended that neither does § 5-20.5-17(b) authorize a private right of action. The Gustave White defendants relied on the same arguments as those articulated by Ms. Hoag with respect to the statutory claim.

In response to the defendants’ arguments, the Loffredos argued that the Shapiros were liable for breach of contract...