1100 North Main LLC v. Shoreby Hill Properties, Inc.

• Court: Supreme Court of Rhode Island
• Decided: January 15, 2026
• Docket: 2024-0203-Appeal.
• Status: Published

Opinion

Supreme Court

No. 2024-203-Appeal. (PC 24-1639)

1100 North Main LLC :

v. :

Shoreby Hill Properties, Inc. :

NOTICE: This opinion is subject to formal revision before publication in the Rhode Island Reporter. Readers are requested to notify the Opinion Analyst, Supreme Court of Rhode Island, 250 Benefit Street, Providence, Rhode Island 02903, at Telephone (401) 222-3258 or Email: opinionanalyst@courts.ri.gov, of any typographical or other formal errors in order that corrections may be made before the opinion is published. Supreme Court

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

OPINION

Justice Long, for the Court. The plaintiff, 1100 North Main LLC (plaintiff),

appeals from a Superior Court judgment in favor of the defendant, Shoreby Hill

Properties, Inc. (defendant), dismissing the plaintiff’s complaint for declaratory and

equitable or monetary relief related to a purchase and sales agreement concerning

the defendant’s property located at 301 Harris Avenue in Providence, Rhode Island

(the Harris Avenue property). The trial justice also quashed two notices of lis

pendens that the plaintiff had recorded on the Harris Avenue property and denied

the plaintiff’s motion to amend its complaint.

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 -1- reviewing the record, we conclude that cause has not been shown and that we may

decide this case without further briefing or argument. For the reasons set forth

herein, we affirm the judgment of the Superior Court.

Facts and Procedural History

We draw the following facts from within the four corners of plaintiff’s

complaint. See Twenty Eleven, LLC v. Botelho, 127 A.3d 897, 900 (R.I. 2015).

Two agreements related to the purchase and sale of real property are central

to plaintiff’s complaint: one between plaintiff and the Providence Firefighters Realty

Corp. (the Firefighters) concerning property owned by the Firefighters located on

Printery Street (Printery Street property), and a second between the Firefighters and

defendant concerning defendant’s Harris Avenue property.

Regarding the agreement between plaintiff and the Firefighters, the

Firefighters agreed to sell the Printery Street property to plaintiff “upon the

successful acquisition of replacement properties.” The plaintiff thus “sought out

replacement properties” and, in March 2024, located the Harris Avenue property,

which defendant’s broker had listed for sale. The defendant’s broker hosted a

viewing of the Harris Avenue property; and defendant’s broker learned about the

agreement between plaintiff and the Firefighters and that the proceeds of the sale of

the Printery Street property would fund the Firefighters’ purchase of the Harris

Avenue property.

-2- Regarding the agreement between the Firefighters and defendant concerning

the Harris Avenue property, the Firefighters, initially through its broker,

communicated an offer to purchase the Harris Avenue property for $725,000, which

defendant’s broker accepted via a written email to the Firefighters’ broker. The

email further indicated that defendant’s attorney would forward a formal purchase

and sales agreement to the Firefighters’ attorney.

In the following days, however, the Firefighters learned that defendant had

accepted an offer from a different party. The Firefighters therefore increased the

purchase price to $740,000 and the due-diligence period to thirty days. The

defendant “accepted the offer to amend” and defendant’s attorney forwarded “a draft

‘Real Property Purchase and Sales Agreement’” (the purchase and sales agreement)

to the Firefighters’ attorney, who amended and returned it to defendant’s attorney.

Less than an hour later, “an email sent on behalf of [defendant’s attorney] * * *

instructed [the Firefighters’ attorney] to ‘have the Firefighters [sign] and return the

[purchase and sales] agreement, and then [defendant’s attorney] will send for [the]

clients’ signatures.’” (Brackets omitted.)

The Firefighters signed the purchase and sales agreement on March 20, 2024,

but defendant refused to execute it and reportedly accepted another offer. The

plaintiff thereafter filed a complaint seeking a declaration that a contract between

defendant and the Firefighters regarding the Harris Avenue property exists;

-3- judgment in favor of plaintiff for breach of that contract; specific performance or,

alternatively, monetary damages; and an award of attorneys’ fees, costs, and

expenses.

The defendant moved to dismiss the complaint and sought sanctions and an

order quashing two notices of lis pendens filed by plaintiff on the Harris Avenue

property.

At a hearing held on May 1, 2024, before a justice of the Superior Court,

plaintiff argued that the attorneys for defendant and the Firefighters had provided

their assent to the purchase and sales agreement and therefore a binding contract had

been formed, and that plaintiff had “made it implicit that they were involved in the

transaction,” which granted them standing to seek relief. The plaintiff also argued

that the Firefighters had provided them an assignment that would grant them

standing (1) to challenge the nonconsummation of the sale of the property and (2) to

obtain a lis pendens. The trial justice took the matter under advisement, but, before

he issued a decision, plaintiff sought to amend its complaint. The plaintiff’s

proposed first amended complaint contained additional factual allegations regarding

the contract formation and a partial factual allegation related to a purported

assignment from the Firefighters to plaintiff.

The trial justice issued a written decision dismissing the complaint and

quashing the lis pendens on the grounds that plaintiff’s allegations failed to satisfy

-4- the statute of frauds, or to establish standing. At a subsequent hearing concerning

its motion to amend the complaint, plaintiff argued that the proposed first amended

complaint asserted additional facts that would satisfy deficiencies with regard to

standing identified by the court in its written decision. The trial justice nevertheless

denied the motion to amend, reasoning that amendment would be “futile because the

[c]ourt can find, as a matter of law, that no enforceable contract exists between the

parties” given that plaintiff has not been able to provide facts sufficient to satisfy the

statute of frauds.

On May 22, 2024, the trial justice entered final judgment incorporating its

decisions with respect to defendant’s motion to dismiss and motion to quash, and

plaintiff’s motion to amend. The plaintiff timely appealed.

We consider whether the purchase and sales agreement concerning the Harris

Avenue property constitutes a binding contract in accordance with the statute of

frauds as codified at G.L. 1956 § 9-1-4, as well as whether the trial justice erred by

denying plaintiff’s motion to amend.

Motion to Dismiss

“In reviewing the grant of a motion to dismiss pursuant to Rule 12(b)(6), this

Court applies the same standard as the hearing justice.” EDC Investment, LLC v.

UTGR, Inc., 275 A.3d 537, 542 (R.I. 2022) (quoting Chariho Regional School

District, by and through Chariho Regional School Committee v. State, 207 A.3d

-5- 1007, 1012 (R.I. 2019)). As such, we “look no further than the complaint, assume

that all allegations in the complaint are true, and resolve any doubts in a plaintiff’s

favor.” Id. (quoting Pontarelli v. Rhode Island Department of Elementary and

Secondary Education, 176 A.3d 472, 476 (R.I. 2018)). Allegations more in the

nature of legal conclusions, however, are not necessarily assumed to be true.

DiLibero v. Mortgage Electronic Registration Systems, Inc., 108 A.3d 1013, 1016

(R.I. 2015). This Court will affirm a trial justice’s decision granting a motion to

dismiss when it is clear beyond a reasonable doubt that the plaintiff would not be

entitled to relief under any set of facts that could be proven in support of their claim.

See EDC Investment, LLC, 275 A.3d at 542.

The plaintiff primarily argues that the trial justice applied the wrong standard

in evaluating defendant’s motion to dismiss. Specifically, plaintiff alleges that the

trial justice “erred * * * by refusing to accept as true the legal conclusions in the

complaint supported by the factual averments.” Based on our review of the trial

justice’s decision and plaintiff’s complaint, however, we are satisfied that the trial

justice applied the correct standard in evaluating defendant’s motion to dismiss.

The trial justice appropriately relied on the factual assertions in plaintiff’s

complaint to establish the factual basis upon which its claims for relief rested, but

the trial justice did not take as true plaintiff’s legal assertions regarding the existence

of a contract for the sale of the Harris Avenue property—that was not error. The

-6- question of whether a contract has been formed is a quintessential question of law.

See North Farm Home Owners Association, Inc. v. Bristol County Water Authority,

315 A.3d 933, 942 (R.I. 2024) (“The determination of whether a contract exists is a

question of law * * *.”) (quoting Coccoli v. Town of Scituate Town Council, 184

A.3d 1113, 1118 (R.I. 2018)). The trial justice correctly determined that plaintiff’s

complaint failed because there were threshold matters that deprived plaintiff of the

ability to establish the existence of an agreement binding upon defendant—namely,

a signed writing sufficient to satisfy the statute of frauds. 1

The statute of frauds, codified at G.L. 1956 § 9-1-4, bars certain actions as a

matter of law. The relevant statutory language at issue in this dispute provides that

“No action shall be brought:

“(1) Whereby to charge any person upon any contract for the sale of lands, tenements, or hereditaments, or the making of any lease thereof for a longer time than one year;

“* * *

“(7) * * * unless the promise or agreement upon which the action shall be brought, or some note or memorandum thereof, shall be in writing, and signed by the party to be charged therewith, or by some other person by him or her thereunto lawfully authorized.” Section 9-1-4 (1), (7).

1 We assume without deciding that plaintiff could establish its standing to challenge the nonconsummation of the transaction between the Firefighters and defendant on the basis of the late-disclosed assignment from the Firefighters. -7- This Court has explained, however, that “[t]he statute of frauds does not

require contracts for the sale of land to be in writing” as long as any oral agreement

is “evidenced by a sufficient memorandum.” Loffredo v. Shapiro, 274 A.3d 782, 790

(R.I. 2022) (quoting UXB Sand & Gravel, Inc. v. Rosenfeld Concrete Corp., 641

A.2d 75, 78 (R.I. 1994)). “Such memoranda must set out who are the seller and the

buyer, their respective intention to sell and to purchase, a description of the subject

matter of the sale, the purchase price, and terms of payment.” MacKnight v. Pansey,

122 R.I. 774, 782, 412 A.2d 236, 241 (1980). The essential terms of the sale need

not appear in a single writing but “can be included * * * by a reference in that writing

to another document which supplies the missing information.” Loffredo, 274 A.3d

at 790-91 (quoting UXB Sand & Gravel, Inc., 641 A.2d at 78). Nevertheless, we

strictly construe and apply the statute of frauds, which “expressly requires that the

required note or memorandum be ‘in writing’ and that it be ‘signed by the party to

be charged * * * [.]’” Id. at 791 (quoting § 9-1-4(7)).

This Court recently addressed the statute of frauds in Loffredo, where, as here,

a buyer sent a purchase and sales agreement to the seller’s agent, who communicated

that the seller would sign the document. Loffredo, 274 A.3d at 786, 791. This Court

concluded that the series of communications relating to the transaction, although

considerably more voluminous than the single email in this case, did not constitute

a “note or memorandum” sufficient to satisfy the statute of frauds because “[t]he

-8- document at the center of [the] case * * * lack[ed] a signature from [the sellers], who

were the parties to be charged.” Id. at 792.

The instant case presents the same question as Loffredo—whether an unsigned

purchase and sales agreement suffices to bind the nonsigning party on the basis of

communications made by the seller’s representative that allegedly evince the

nonsigning party’s intent to be bound. Based on our prior pronouncements, the

answer to that question is “no.” The plaintiff argues that defendant’s attorney’s

signature on an email agreeing to the terms of the purchase and sales agreement

constitutes a memorandum sufficient to satisfy the statute of frauds; however, the

existence of a signature in the abstract is not the relevant question in assessing

compliance with the statute of frauds. Instead, this Court looks to the written note

or memorandum at issue—here, the purchase and sales agreement signed by the

Firefighters but left unsigned by defendant—to determine whether it contains a

signature from “the party to be charged.” Section 9-1-4(7). We conclude that the

allegations in plaintiff’s complaint do not and cannot establish that defendant signed

the purchase and sales agreement concerning the Harris Avenue property; rather it

is clear from the complaint that defendant “refused to formerly [sic] execute the

Agreement * * *.” Therefore, defendant cannot be bound by the terms of the

purchase and sales agreement concerning the Harris Avenue property. See Loffredo,

274 A.3d at 792; see also MacKnight, 122 R.I. at 782-83, 412 A.2d at 241.

-9- Moreover, even while we take as true the allegation that defendant’s

attorney’s office accepted the Firefighters’ modifications to the purchase and sales

agreement via email, the email also conveyed that defendant’s attorney’s office

would transmit the purchase and sales agreement “for [the defendant’s] signatures.”

To form a binding contract, a party’s objective intent to be bound is a necessary

precondition to acceptance. See Smith v. Boyd, 553 A.2d 131, 133 (R.I. 1989). We

cannot conclude that a statement that a seller’s attorney will forward a writing to the

seller for signature manifests an objective intent to bind that seller. That is especially

true where, as here, the allegations in plaintiff’s complaint assert that defendant

subsequently refused to execute the purchase and sales agreement. Rather, as the

trial justice observed, the email exchange between the Firefighters and defendant’s

attorney is, at most, evidence of the “sometimes-ministerial role that attorneys play

in facilitating real estate transactions.”

Negotiations between these parties simply did not result in a sufficient writing

for this Court to reach a different conclusion than the trial justice. Accordingly, the

trial justice did not err in concluding that plaintiff’s complaint failed to satisfy the

statute of frauds, and the complaint was appropriately dismissed. Moreover, because

we affirm the trial justice’s decision granting defendant’s motion to dismiss on the

basis of the statute of frauds, we likewise affirm his decision to quash plaintiff’s lis

pendens on the Harris Avenue property.

- 10 - Motion to Amend

With respect to our review of a decision denying a motion to amend a

complaint, we will not disturb the ruling unless the trial justice committed an abuse

of discretion. Lomastro v. Iacovelli, 56 A.3d 92, 94 (R.I. 2012). In the normal course,

leave to amend “shall be freely given” under the Superior Court Rules of Civil

Procedure. Super. R. Civ. P. 15(a). However, leave to amend need not be allowed

if amendment would be futile. Gannon v. City of Pawtucket, 200 A.3d 1074, 1080

(R.I. 2019). We conclude that the trial justice did not abuse his discretion in

declining to grant plaintiff’s motion to amend.

The plaintiff argues that leave to amend should have been granted because its

amended complaint addressed an issue of standing identified in the trial justice’s

decision on the defendant’s motion to dismiss. However, standing was just one of

two grounds on which the trial justice dismissed the original complaint; the other, as

we have discussed, was the statute of frauds, and the amended complaint did not

present any additional factual allegations, that, if taken as true, could lead the trial

justice to believe that the plaintiff satisfied that statute. Thus, it would have been

futile to allow amendment of the complaint even if the plaintiff could establish

standing. Consequently, we are satisfied that the trial justice did not abuse his

discretion in denying the plaintiff’s motion to amend. See Hogan v. McAndrew, 131

A.3d 717, 722 (R.I. 2016).

- 11 - Conclusion

Accordingly, the trial justice’s judgment granting the defendant’s motion to

dismiss and denying the plaintiff’s motion to amend is affirmed.

We remand the papers to the Superior Court.

- 12 - STATE OF RHODE ISLAND SUPREME COURT – CLERK’S OFFICE Licht Judicial Complex 250 Benefit Street Providence, RI 02903

OPINION COVER SHEET

Title of Case 1100 North Main LLC v. Shoreby Hill Properties, Inc.

No. 2024-203-Appeal. Case Number (PC 24-1639)

Date Opinion Filed January 15, 2026

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

Written By Associate Justice Melissa A. Long

Source of Appeal Providence County Superior Court

Judicial Officer from Lower Court Associate Justice Brian P. Stern

For the Plaintiff:

Michael J. Riley, Esq. Attorney(s) on Appeal For the Defendant:

Gregory S. Estabrooks, Esq.