Phinney v. Carbona

• Decision Date: 20 January 2021
• Docket Number: Civil Action CV-2020-0110
• Court: Maine Superior Court
• Parties: Kimberly Phinney, Clark Phinney, and LILAC MIXOLOGY & CATERING, Plaintiffs/Counterclaim Defendants, v. Eugene A. Carbona, Rocio V. Carbona, and THE BARN AT SILVER OAKS ESTATE, Defendants/Counterclaim Plaintiffs, AND Eugene A. Carbona, Rocio V. Carbona, and THE BARN AT SILVER OAKS ESTATE, Third-Party Plaintiffs, v. Zachery Phinney and Samantha Phinney, Third-Party Defendants.

Kimberly Phinney, Clark Phinney, and LILAC MIXOLOGY & CATERING, Plaintiffs/Counterclaim Defendants,
v.
Eugene A. Carbona, Rocio V. Carbona, and THE BARN AT SILVER OAKS ESTATE, Defendants/Counterclaim Plaintiffs,

AND

Eugene A. Carbona, Rocio V. Carbona, and THE BARN AT SILVER OAKS ESTATE, Third-Party Plaintiffs,
v.
Zachery Phinney and Samantha Phinney, Third-Party Defendants.

Civil Action No. CV-2020-0110

Superior Court of Maine

January 20, 2021

DECISION AND ORDER

William R. Stokes Justice

INTRODUCTION

Before the court are several pending motions filed by the Carbonas and the Barn at Silver Oaks (collectively, "Silver Oaks" hereafter) and by the Phinneys and Lilac Mixology and Catering (collectively, "Lilac" hereafter). These motions include: Silver Oaks's motion to dismiss the complaint; Lilac's motion to dismiss the counterclaim and third-party complaint; Lilac's motion for leave to file a supplemental complaint; and Lilac's request for judicial notice. The court addresses these matters below.

FACTUAL BACKGROUND

Lilac's Complaint.

Kimberly and Clark Phinney own and operate a catering and bar services business called Lilac Mixology and Catering ("Lilac")-^[1] Compl. ¶¶ 1-2. Meanwhile, defendants Mr. and Mrs. Carbona own and operate the Barn at Silver Oaks Estate ("Silver Oaks"), which is a wedding and special events venue located in Winthrop, Maine. Compl. ¶¶ 3-4.

Lilac began entering into contracts with clients holding events at Silver Oaks after a showcase event organized by the Carbonas in 2014. Compl. ¶¶ 4, 6. In April 2018, the Carbonas and Lilac entered into an arrangement whereby Lilac would become the exclusive provider of all "remaining unbooked Beverage Services" for weddings and other events held at Silver Oaks. Compl. ¶¶ 12, 24; Compl. Ex. A. In exchange for Silver Oaks exclusively using Lilac, Lilac would pay Silver Oaks a referral fee consisting of 10% of Lilac's profits earned from each event worked at Silver Oaks. Compl. ¶¶ 12, 24; Compl. Ex. A. The arrangement was memorialized in a "Letter of Understanding" that was signed by both parties. Compl. ¶ 24; Compl. Ex. A. The agreement was "indefinite" in duration. Compl. ¶ 25.

Lilac began to enter into bar and catering contracts that fell within its agreement with Silver Oaks. Compl. ¶ 32. During the 2019 season, however, the personal and business relationships between the Carbonas and the Phinneys began to deteriorate. Compl. ¶ 35. The Carbonas were pursuing a new vision for their business, which involved the imposition of certain expectations and conditions as to which Lilac was not amenable. See Compl. ¶¶ 33-38, 42. Throughout March and April of 2020, the Carbonas and the Phinneys discussed their working relationship and attempted to renegotiate a new agreement. Compl. ¶¶ 36-46. Ultimately, however, the parties were unable to reach a new agreement, causing the April 2018 agreement to remain in place. Compl. ¶ 46. At one point, Kimberly Phinney suggested that Lilac complete all of the contracts already in place, allowing the parties to go their separate ways thereafter. Compl. ¶ 44. Lilac entered into 24 separate bar and catering service contracts at Silver Oaks for the 2020/2021 seasons, totaling almost $250, 000. Compl. ¶¶ 141, 162.

With the 2020 wedding season approaching, the relationship between the Phinneys and Carbonas became further strained by the coronavirus pandemic, which resulted in the cancelation, modification, postponement, and rescheduling of many Silver Oaks-Lilac events. E.g., Compl. ¶¶ 81 82, 95; Compl. Ex. D, E. Several clients emailed Kimberly Phinney as they attempted to navigate the logistics of their modified and rescheduled weddings. Compl. ¶¶ 47, 50, 51. On April 21, 2020, Ms. Mello-a bride who was a mutual client of Lilac and Silver Oaks-sent the following email to Kimberly Phinney: "Veronica had mentioned that if for some reason we end up having less people than the 150 we planned on some of the money that we've paid for the catering could go towards the bar? Would that still be the case?" Compl. ¶ 50; Compl. Ex. D. Kimberly Phinney also heard from Mr. O'Neil -another mutual client who rescheduled his wedding from 2020 to 2021 due to the coronavirus. Mr. O'Neil's email stated: "We understand from the Barn at Silver Oaks that Lilac Mixology will not be providing bar services at that venue starting in 2021." Compl. ¶ 51; Compl. Ex. E. Mr. O'Neil then requested a refund on the deposit for the bar services he had contracted for with Lilac. Compl. ¶ 101. Lilac's lawsuit followed.

Lilac advances multiple claims against Silver Oaks, with the Carbonas' conduct during the 2020 wedding season-particularly the Carbonas' statements to mutual Lilac-Silver Oaks clients-at the heart of their complaint. Specifically, Lilac alleges the following causes of action: tortious interference with economic advantage and contractual relations, defamation, negligence, fraud, breach of contract, promissory estoppel, and intentional infliction of emotional distress. Lilac also seeks punitive damages and preliminary and permanent injunctive relief.

The Counterclaim/Third-Partv Complaint.

The 2020 wedding season likewise serves as the backdrop for Silver Oaks's counterclaim and third-party complaint, which asserts claims against Lilac, Kimberly and Clark Phinney, and third-party defendants Samantha and Zachery Phinney. Samantha and Zachery -Kimberly and Clark's adult children-are both employed by Lilac, with Zachery working as a mixologist and Samantha working as a member of the kitchen staff. Countercl./Third-Party Compl. ¶ 6-7.

Sometime in the spring or summer of 2020, two brides who had booked wedding weekends at Silver Oaks canceled in favor of alternate venues. Counterclaim/Third-Party Compl. ¶ 31. The Carbonas did not understand why the cancellations occurred. Countercl ./Third-Party Compl. ¶ 32. On July 22, 2020, however, the Carbonas learned from a client, Mr. Mihalakis, that Zachery had made certain claims about Silver Oaks. Id. Specifically, the Carbonas learned that Zachery told Mr. Mihalakis that Lilac was having issues with Silver Oaks; Silver Oaks was failing to comply with coronavirus-related CDC guidelines or other legal requirements applicable to event venues; and Silver Oaks and/or the Carbonas were trying to secure contracts/deposits in inappropriate ways to the detriment of their clients. Id. Zachery encouraged Mr. Mihalakis to switch to a different venue. Zachary also told Mr. Mihalakis that "[w]e don't give a fuck about The Barn anymore," "[w]e are looking out for you," and "[w]e know their inner workings." Countercl ./Third-Party Compl. ¶ 33.

Around this time, another Silver Oaks client, Mr. Schlutt, forwarded the Carbonas an email chain he had received from Kimberly Phinney. Countercl ./Third-Party Compl. ¶ 33; Ex. A. The email chain reveals an exchange between Samantha Phinney and a State of Maine employee in which the employee gave Samantha information about coronavirus guidelines, compliance with those guidelines, and how to report noncompliance. Countercl ./Third-Party Compl. Ex. A. It further reveals that Kimberly forwarded Samantha's email to Mr. Schlutt along with a message of her own. Id. In the accompanying message, Kimberly seeks confirmation and proof that Mr. Schlutt's upcoming wedding at Silver Oaks will take place with the necessary state approvals and will be in compliance with coronavirus guidelines. Id. Kimberly indicated that she was not reporting any noncompliance. Id. She further described a story where her cousin's wedding was cancelled at the last minute "due to COVID" based on the venue's failure to obtain the necessary approvals. Id. Kimberly forwarded Samantha's email to other Silver Oaks clients as well. Countercl ./Third-Party Compl. ¶ 36.

Based on these events, Silver Oaks filed a counterclaim and third-party complaint against Lilac, Kimberly Phinney, Clark Phinney, Samantha Phinney, and Zachery Phinney, alleging the following claims (1) tortious interference with economic advantage or contractual relations, (2) defamation, and (3) civil conspiracy.

Silver Oaks moved to dismiss all counts of the complaint pursuant to rule 12(b)(6) of the Maine Rules of Civil Procedure. Likewise, Lilac moved to dismiss all counts of the counterclaim and third-party complaint pursuant to rule 12(b)(6). Both motions to dismiss have been briefed, and on September 17, 2020, the court heard oral argument on the motions.

After oral argument was held, Lilac filed a motion asking the court: (1) for leave to file a supplemental complaint pursuant to M.R. Civ. P. 15(d), and; (2) to take judicial notice of various facts. Silver Oaks opposes both requests.

The court addresses these pending motions in turn.

DISCUSSION

I. The Parties' Motions to Dismiss Pursuant to Rule 12(b)(6)

A. Standard of Review

"A motion to dismiss tests the legal sufficiency of the complaint." Livonia v. Town of Rome, 1998 ME 39, ¶ 5, 707 A.2d 83. "For purposes of a Rule 12(b)(6) motion, the material allegations of the complaint must be taken as admitted." Id. "In reviewing a dismissal, [the court] will examine the complaint in the light most favorable to the plaintiff to determine whether it sets forth elements of a cause of action or alleges facts that would entitle the plaintiff to relief pursuant to some legal theory." Id. "A dismissal should occur when it appears beyond doubt that a plaintiff is entitled to no relief under any set of facts that he might prove in support of his claims." Id. (internal quotations omitted).

B. Silver Oaks's Motion to Dismiss Lilac's Complaint

Silver Oaks moves to dismiss all counts of the complaint pursuant to rule 12(b)(6). Specifically, it argues that Lilac's complaint fails to state a claim of: (1) tortious interference with economic advantage and contractual relations, (2) defamation, (3) negligence, (4) fraud, (5) breach of...