The Pres. at Boulder Hills v. Kenyon

• Decision Date: 12 December 2022
• Docket Number: C. A. WC-2021-0568
• Parties: THE PRESERVE AT BOULDER HILLS, LLC; THE PRESERVE AT BOULDER HILLS II, LLC; THE PRESERVE AT BOULDER HILLS III, LLC; THE PRESERVE AT BOULDER HILLS IV, LLC; M.T.M. INVESTMENT GROUP L.P.; AND CASTLE RESIDENCES, LLC, Plaintiffs, v. LAURA KENYON, in her capacity as Finance Director of THE TOWN OF RICHMOND; NELL CARPENTER, in her capacity as President of the RICHMOND TOWN COUNCIL; and JAMES PALMISCIANO, LAUREN CACCIOLA, RICH NASSANEY AND RONALD NEWMAN, in their Capacities as members of the RICHMOND TOWN COUNCIL, Defendants.
• Court: Rhode Island Superior Court

THE PRESERVE AT BOULDER HILLS, LLC; THE PRESERVE AT BOULDER HILLS II, LLC; THE PRESERVE AT BOULDER HILLS III, LLC; THE PRESERVE AT BOULDER HILLS IV, LLC; M.T.M. INVESTMENT GROUP L.P.; AND CASTLE RESIDENCES, LLC, Plaintiffs, v. LAURA KENYON, in her capacity as Finance Director of THE TOWN OF RICHMOND; NELL CARPENTER, in her capacity as President of the RICHMOND TOWN COUNCIL; and JAMES PALMISCIANO, LAUREN CACCIOLA, RICH NASSANEY AND RONALD NEWMAN, in their Capacities as members of the RICHMOND TOWN COUNCIL, Defendants.

C. A. No. WC-2021-0568

Superior Court of Rhode Island, Washington

December 12, 2022

For Plaintiff: Erin A. Hockensmith, Esq. John A. Tarantino, Esq. Nicole Benjamin, Esq.

For Defendant: Stephen J. Sypole, Esq. James P. Marusak, Esq. Per C. Vaage, Esq.

DECISION

LICHT J.

This case concerns a major land development project known as the Preserve,^[1] located in the Town of Richmond and developed by the Preserve at Boulder Hills, LLC; the Preserve at Boulder Hills II, LLC; the Preserve at Boulder Hills III LLC; the Preserve at Boulder Hills IV LLC; M.T.M. Investment Group, L.P.; and Castle Residences, LLC^[2] (collectively referred to as the Plaintiffs). The Preserve comprises at least 756.53 acres, on which there is "a clubhouse with a restaurant and banquet facility, golf course, tennis facility, trails and fishing ponds," and perhaps an indoor and outdoor shooting range and a hotel.^[3] (Am. Compl. ¶¶ 1-7, 20, 30.)

The Defendants are Laura Kenyon, in her capacity as Finance Director for the Town of Richmond; Nell Carpenter, in her capacity as President of the Richmond Town Council; as well as James Palmisciano, Lauren Cacciola, Rich Nassaney, and Ronald Newman, in their capacities as members of the Richmond Town Council (collectively referred to as the Defendants).

Defendants filed a Motion to Dismiss and for Judgment on the Pleadings Pursuant to Rule 12(c) [of the Superior Court Rules of Civil Procedure], or in the Alternative, for Summary Judgment Pursuant to Rule 56 [of the Superior Court Rules of Civil Procedure] (Defs.' 12(c) Motion). Plaintiffs object to Defendants' 12(c) Motion. Jurisdiction is pursuant to G.L. 1956 § 8-2-14.

I Facts & Travel

In or about 2011, Plaintiffs entered into a Purchase and Sale Agreement (the Agreement) for a 178-acre parcel of land known as Assessor's Plat 6B, Lot 4 (the Initial Property) which, at the time, was zoned as "Planned Development." (Am. Compl. ¶ 17.) Prior to closing on the Initial Property, Plaintiffs informed Defendants that they intended to seek a permit for an outdoor shooting range and gun club, which Plaintiffs claim was then a permitted use in a Planned Development zone.^[4] Id. ¶ 18. At public hearings, both Defendants and the Planning Board informed Plaintiffs that "an indoor range would be an even more acceptable use." Id. In reliance on such statements, Plaintiffs allege that they closed on the Initial Property and began plans for development, which included initiating a marketing campaign that highlighted activities like an indoor and outdoor shooting range and selling memberships for the upcoming facility. Id. ¶ 19.

Three years later, in or about early 2014, Plaintiffs met with the then Town Planner to discuss the submission of their plans for an indoor and outdoor shooting range. Id. ¶ 20. At that time, Plaintiffs were informed of a recent amendment to the zoning ordinance which prohibited indoor and outdoor shooting ranges, as well as most of Plaintiffs' other planned outdoor recreational activities, in Planned Development zones. Id. Plaintiffs aver that they were not given notice of either the proposed amendment or the approval despite Defendants' knowledge and endorsement of Plaintiffs' planned activities. Id. ¶¶ 20-21. Thus, Plaintiffs contend that as a result of the zoning amendment, they were "forced to make business decisions relative to the memberships it had already sold…at great expense." Id. ¶ 22. However, two years later, in or about late 2016, the "Preserve Resorts District" was created which permitted recreational activities such as indoor and outdoor shooting ranges. Id. ¶ 23. The Initial Property was later rezoned from Planned Development to Preserve Resorts District. Id.

Although Plaintiffs did not have the appropriate zoning to fully develop the indoor and outdoor shooting ranges, Plaintiffs remained able to develop other features of the Preserve. As such, by November 2015, Phase 1 of the Preserve, which included "a clubhouse with a restaurant and banquet facility, golf course, tennis facility, trails and fishing ponds" was nearly complete. Id. ¶ 30. However, Plaintiffs sought to further develop the Preserve and proposed an expansion (the Hotel Expansion) to the Richmond Planning Board for "a Master Plan Major Land Development for a project that include[ed] a 150 room hotel, conference center, and other related structures…" Id. ¶ 32.

In furtherance of the Hotel Expansion, Plaintiffs allege that they were required to pay: (1) a $500 pre-application fee; (2) $15,050 for a Master Plan Major Land Development Application; and (3) $8,500 for a traffic study performed by Beta and Associates in support of the application. Id. ¶¶ 31, 33-34. Plaintiffs further contend that Defendants "insisted on…outside peer review of" the Hotel Expansion proposal, resulting in Plaintiffs paying an additional $13,691 in peer review fees. Id. ¶ 35.

In May 2016, Plaintiffs received Master Plan Approval for the Hotel Expansion. Id. ¶ 37. Plaintiffs then submitted their preliminary application package to Defendants in which Plaintiffs allege they were required to pay another application fee of $15,050. Id. ¶ 38. Furthermore, Plaintiffs assert that upon submission of their preliminary application package to Defendants, Plaintiffs informed Defendants that they had obtained financing for the Hotel Expansion which was set to expire in July 2016. Id. ¶ 43. Plaintiffs contend, however, that the Planning Board did not initiate public hearings on the Hotel Expansion until August 2016, at which time the Planning Board further delayed the hearings until September 2016. Id. ¶¶ 44-45. On October 11, 2016, approximately five months after Plaintiffs submitted their preliminary application package, the Planning Board issued a decision approving Plaintiffs' preliminary plan to which the Town's Administrative Officer gave final approval on or about February 8, 2017. Id. ¶¶ 44, 47-48.

On December 16, 2021, Plaintiffs filed a five count Complaint against Defendants alleging a continuous deprivation of rights which "has caused and continues to cause" substantial harm and damages. Id. ¶ 14. Specifically, Plaintiffs' Complaint advances claims for (Count I) Substantive Due Process Under the Rhode Island Constitution; (Count II) Tortious Interference with Contract; (Count III) Tortious Interference with Prospective Business Advantages; (Count IV) Civil Liability for Crimes and Offenses; and (Count V) Civil Racketeer Influenced and Corrupt Organizations (RICO) Act, Violation of R.I. Gen. Laws § 7-15-1 et seq. Id. ¶¶ 67-89.

On April 7, 2022, Defendants filed their Rule 12(c) Motion. In addition to Defendants' substantive arguments in response to each of Plaintiffs' claims, Defendants also raise numerous defenses in support of their 12(c) Motion which will be discussed below. Plaintiffs filed an Objection and Supporting Memorandum (Pls.' Objection) on May 27, 2022 with their arguments refuting Defendants' defenses. Defendants filed their Reply Memorandum (Defs.' Reply) on June 24, 2022.^[5] The Court heard oral arguments on November 1, 2022.

II Standard of Review

Before addressing the parties' arguments, this Court must determine whether the instant motion for judgment on the pleadings should be converted to a motion for summary judgment pursuant to the language of Rule 12(c). Super. R Civ. P. 12(c). "Ordinarily, when ruling on a motion to dismiss brought under Rule 12(b)(6) or Rule 12(c), 'a court may not consider any documents that are outside of the complaint, or not expressly incorporated therein, unless the motion is converted into one for summary judgment.'" Chase v. Nationwide Mutual Fire Insurance Company, 160 A.3d 970, 973 (R.I. 2017) (quoting Alternative Energy, Inc. v. St. Paul Fire & Marine Insurance Co., 267 F.3d 30, 33 (1st Cir. 2001)).

If a trial justice considers extraneous material as part of a motion for judgment on the pleadings under Rule 12(c), the motion will be automatically converted to one for summary judgment under Rule 56. See Salvadore v. Major Electric & Supply, Inc., 469 A.2d 353, 356 (R.I. 1983); Ewing v. Frank, 103 R.I. 96, 98, 234 A.2d 840, 841 (1967). Rule 12(c) of the Superior Court Rules of Civil Procedure provides:

"After the pleadings are closed but within such time as not to delay the trial, any party may move for judgment on the pleadings. If, on a motion for judgment on the pleadings, matters outside the pleadings are presented to and not excluded by the court, the motion shall be treated as one for summary judgment and disposed of as provided in Rule 56, and all parties shall be given reasonable opportunity to present all material made pertinent to such a motion by Rule 56." Super. R. Civ. P. 12(c).

The court is then to give the parties notice of the conversion and a "reasonable opportunity to present all material made pertinent to such a motion by Rule 56." Id.

However "[t]he submission of additional materials does not automatically result in conversion of a motion for judgment on the pleadings into a motion for summary judgment." Payette v. Mortgage Electronic Registration Systems, No. PC-2009-5875, 2011 WL 3794701, at *2 (R.I. Super. Aug. 22, 2011) (emphasis added). "A copy of any written instrument which is an...