Supreme Court
No. 2024-34-Appeal. (PC 23-2781)
Boyang Song et al. :
v. :
Evan Lemoine, in his capacity as : President of The 903 Condominium Owner’s Association, Inc., et al.
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
Evan Lemoine, in his capacity as : President of The 903 Condominium Owner’s Association, Inc., et al.
Present: Suttell, C.J., Goldberg, Robinson, Lynch Prata, and Long, JJ.
OPINION
Justice Lynch Prata, for the Court. The plaintiffs, Boyang Song (Song)
and Travis McCune (McCune) (collectively, plaintiffs), appeal from a Superior
Court judgment in favor of the defendants, Evan Lemoine (Lemoine), in his capacity
as President of The 903 Condominium Owner’s Association, Inc., and Stephen
Rodio (Rodio), in his capacity as Secretary of The 903 Condominium Owner’s
Association, Inc. (collectively, defendants). 1 The plaintiffs are owners of a unit at
The 903 condominium complex (the complex) and brought this action against the
defendants, the president and secretary of the association’s board (the board), after
1 On February 14, 2025, we granted the motion by the Community Associations Institute (CAI) to file an amicus curiae brief pursuant to Article I, Rule 16(h) of the Supreme Court Rules of Appellate Procedure. We thank the CAI for presenting the Court with an informative brief. -1- the defendants failed to include the plaintiffs’ specific agenda items in a
special-meeting petition. The Superior Court consolidated the plaintiffs’ motion for
a preliminary injunction with a trial on the merits. After a three-day nonjury trial,
the Superior Court found in the defendants’ favor. For the reasons set forth herein,
we vacate the part of the judgment of the Superior Court finding in favor of the
defendants.
Facts and Travel
The complex is a 330-unit condominium space located in Providence, Rhode
Island. The complex is affixed with one gas meter that tracks consumption for every
unit in the facility. Each unit contains one “submeter” or “timer” that determines
individual usage based on the amount of time a boiler is activated. In turn, the
association receives one gas bill and invoices the charges to the complex owners
based on the timer readings in their units. By the spring of 2023, accurate readings
became increasingly problematic to attain because of timer failures and difficulty
repairing faulty timers. The board undertook an effort to address the malfunctioning
timers by investigating an alternative method of measurement.
Ultimately, the board pivoted from a usage-based billing formula to the “ratio
utility billing system,” which accounts for occupancy and square footage. The
plaintiffs submit that the multi-factored, occupancy-based formula conflicts with the
complex’s governing documents and the Rhode Island Condominium Act (the act).
-2- On April 5, 2023, plaintiffs filed a petition to call a special meeting of the board to
“increase [b]oard to [o]wner transparency on the decisions, process, and plans on the
gas metering and billing that has resulted in high estimates for gas bills.” Lemoine
responded via email on April 11, 2023, that a special meeting was unnecessary
because plaintiffs could raise their concerns at an open forum at the next meeting of
the complex’s unit owner’s association (the association) on April 25, 2023. He
further stated that the board had already provided the answers sought in the petition
and that high estimates could be blamed on rising gas prices. On May 19, 2023, the
regional property manager for the association signed an agreement for gas billing
with a third-party company.
Unsatisfied with the board’s response and the new contract, plaintiffs, along
with twenty-five other unit owners, submitted another petition requesting a special
meeting to address four “motions.” The petition met the requisite signature mandate
set forth in the complex’s bylaws (bylaws) and attached a proposed form of notice
and agenda. The petition sought votes on four matters; specifically, it stated:
“FIRST MOTION: To prohibit the Executive Board from using any formula for assessing gas expense that conflicts with the declaration of condominium, as amended, or with the Rhode Island Condominium Act.
“SECOND MOTION: To direct the Executive Board to obtain and provide every unit owner with cost estimates for repairing and/or replacing the gas metering and submetering infrastructure of the condominium within 60 days after the Special Meeting. -3- “THIRD MOTION: To direct the Executive Board to call a second special meeting of the Association not less than 30 days or more that [sic] 60 days after the Executive Board provides cost estimates for repairing and/or replacing the gas metering and submetering infrastructure of the condominium at which the Association may vote whether to perform the necessary repairs.
“FOURTH MOTION: To adjourn the Special Meeting.”
The proposed notice provided that the four motions were “anticipated to be
acted upon at the Special Meeting.” The proposed agenda restated the four motions.
According to plaintiffs, the purpose of the special meeting was to allow the unit
owners to “democratically” establish a plan for gas billing. The plaintiffs aver that
they were “preparing for a ‘proxy fight’” at the meeting due to the association’s
historic “trouble assembling a quorum.” The board reviewed the proposed notice
and determined that it “was not proper because it was too narrow,” with the board
favoring more broad discussions. Lemoine then mailed all unit owners a notice on
June 8, 2023, notifying each of a special meeting on June 20, 2023. The notice
stated:
“Please be advised that in accordance with Article [2], Section 5 of the [b]ylaws, a special meeting of the [a]ssociation will be held for the purpose of discussing and entertaining motions relating to the methods by which utilities that are billed to the association in bulk from providers are apportioned and billed to individual units.”
-4- Unhappy with the “completely defective” notice, plaintiffs filed a complaint
in Superior Court and moved for a temporary restraining order and preliminary
injunction to prevent the meeting. The verified complaint, signed by McCune, did
not advance claims against the board or association; rather, Lemoine and Rodio were
the sole defendants. The verified complaint includes two causes of action for: (1)
injunctive relief under G.L. 1956 § 34-36.1-4.17; and (2) punitive damages and
attorneys’ fees pursuant to § 34-36.1-4.17.
On June 15, 2023, following an ex parte hearing, a justice of the Superior
Court granted plaintiffs’ motion for a temporary restraining order, preventing the
June 20, 2023 special meeting. The defendants filed an emergency motion to
reconsider the temporary restraining order. The plaintiffs then submitted a motion
to consolidate the preliminary injunction proceeding with a trial on the merits, to
which defendants objected. On June 23, 2023, the Superior Court granted plaintiffs’
motion and scheduled the matter for a trial on count I, severing count II, a claim for
punitive damages and attorneys’ fees, for hearing at a later date.
During the trial, the trial justice requested that the parties submit supplemental
briefing addressing the meaning of “purpose” (as used in Article 2, § 5 of the bylaws)
and “items on the agenda,” from § 34-36.1-3.08. The defendants submitted their
answer to the verified complaint on July 12, 2023, and asserted counterclaims
-5- pursuant to § 34-36.1-3.20. The plaintiffs filed a motion to dismiss the
counterclaims the following day.
Thereafter, the Superior Court issued a decision on count I of the verified
complaint. The trial justice determined that a conflict existed between “purpose” as
defined in the bylaws and “items on the agenda” from the statute. He ultimately
concluded that “items on the agenda” had a more specific definition and that the
statute must prevail to govern the dispute. The trial justice found that notice of the
special meeting sent by the board was insufficient because it merely provided the
purpose of the meeting and did not contain an agenda with specific items.
However, the analysis did not end there. The Superior Court went on to
determine that plaintiffs’ special-meeting notice was improper because it did not set
forth valid transactable business within the association’s authority. The trial justice
concluded his decision by noting that the association had other remedies available
to it, including removing board members and amending the bylaws to require cost
estimates for future projects. He rejected plaintiffs’ attempt to “micromanage” the
board with a special-meeting notice containing items the association lacked power
to vote on. Consequently, the trial justice found for defendants as to count I of the
verified complaint. An order to this effect entered on July 25, 2023.
Almost three months later, defendants filed a motion for entry of final
judgment pursuant to Rule 58 of the Superior Court Rules of Civil Procedure. The
-6- defendants asserted that plaintiffs’ remaining claim, which sought punitive damages
and attorneys’ fees, was predicated on plaintiffs’ success on count I and now requires
judgment in defendants’ favor due to the favorable outcome on count I. The
plaintiffs took issue with the motion, noting that defendants’ counterclaims had not
been adjudicated and that defendants improperly sought to bar plaintiffs from
appealing the trial justice’s decision. After dismissing defendants’ counterclaims,
the trial justice entered judgment in defendants’ favor on all counts of plaintiffs’
complaint, and in favor of plaintiffs on defendants’ counterclaims. The plaintiffs
then filed a timely notice of appeal.
Standard of Review
“A judgment in a nonjury case will be reversed on appeal when it can be
shown that the trial justice misapplied the law, misconceived or overlooked the
material evidence or made factual findings that were clearly wrong.” Cathay Cathay,
Inc. v. Vindalu, LLC, 962 A.2d 740, 745 (R.I. 2009) (quoting Town of West
Greenwich v. A. Cardi Realty Associates, 786 A.2d 354, 357-58 (R.I. 2001)).
“Otherwise, we are deferential to the trial justice’s findings of fact and give them
great weight.” Id. “We will, however, review pure questions of law that have been
presented on appeal on a de novo basis.” Id. Likewise, “[t]he issuance and measure
of injunctive relief rest in the sound discretion of the trial justice.” Knudsen v.
DeJean, 311 A.3d 102, 109 (R.I. 2024) (quoting Martin v. Wilson, 246 A.3d 916,
-7- 923-24 (R.I. 2021)). “On review, the decision of the trial court made in the exercise
of a discretionary power should not be disturbed unless it clearly appears that such
discretion has been improperly exercised or that there has been an abuse thereof.”
Id. (quoting Martin, 246 A.3d at 924).
Discussion
The plaintiffs first argue that the trial justice failed to enforce § 34-36.1-3.08
by declining to order defendants to reissue the special-meeting notice with plaintiffs’
motions. The plaintiffs label the trial justice’s conclusions “an advisory opinion”
that resulted in a declaratory judgment that neither party sought. The plaintiffs also
submit that the Superior Court mischaracterized plaintiffs’ motions and demands as
“actual actions.”
Next, plaintiffs contend that their various motions were simply an “item of
business” that would facilitate solutions for the gas metering issue. The plaintiffs
further submit that any issues with phraseology of the motions should have been
dealt with by means of amendments during the meeting and not disallowance of a
special meeting. According to plaintiffs, the re-written special-meeting notice was
improper because it did not apprise unit owners of the items to be addressed at the
meeting.
Moreover, plaintiffs declare that, had defendants and the Superior Court read
pertinent sections of Robert’s Rules of Order (Robert’s Rules) together, plaintiffs’
-8- proposed meeting notice would have sufficiently informed the unit owners of the
motions that would be addressed at the meeting. The plaintiffs continue that the
Superior Court’s ruling on the validity of the motions was premature because no
action had been taken.
Additionally, plaintiffs submit that both defendants and the trial justice
incorrectly concluded that a detailed form of notice was not permitted. The notice,
they argue, should have been sufficiently detailed to allow unit owners to determine
whether they wanted to attend the meeting or designate a proxy to vote on their
behalf. The plaintiffs aver that the trial justice’s analysis of the word “conduct” from
the bylaws was “hypertechnical” and that he improperly disregarded Robert’s Rules.
In retort, defendants argue that the trial justice did not err in reaching his
conclusion because the board has broad discretion to manage the affairs of the
complex. The defendants point to both the act and the complex’s governing
documents to support their position that the board retains the authority to do anything
so long as it is not prohibited by the act. The defendants continue that the trial justice
properly evaluated the viability of plaintiffs’ four motions because each did not
comply with the act. The defendants advance that the motions did not present
transactable business that would entitle unit owners to vote on the motions.
The defendants conclude by emphasizing that the board acted in good faith
and that plaintiffs obstructed democracy by preventing the special meeting from
-9- taking place. Finally, defendants caution against expanding the Superior Court’s
decision to allow the unit owners to determine the exact wording of a meeting notice.
“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.” In re J.T., 252 A.3d 1276, 1280 (R.I. 2021) (brackets omitted)
(quoting Crenshaw v. State, 227 A.3d 67, 71 (R.I. 2020)). “Furthermore, ‘in
effectuating the Legislature’s intent,’ this Court reviews and considers ‘the statutory
meaning most consistent with the statute’s policies or obvious purposes.’” Id.
(quoting Providence Teachers’ Union Local 958, AFT, AFL-CIO v. Hemond, 227
A.3d 486, 494 (R.I. 2020)).
In 1982 the General Assembly adopted Rhode Island’s version of the Uniform
Condominium Act, which applied to any condominium created in Rhode Island after
July 1, 1982. See § 34-36.1-1.02(a)(1). The act “as a whole contains a strong
consumer protection flavor * * *.” America Condominium Association, Inc. v. IDC,
Inc., 844 A.2d 117, 128 (R.I. 2004) (quoting One Pacific Towers Homeowner’s
Association v. HAL Real Estate Investments, Inc., 61 P.3d 1094, 1100 (Wash. 2002)).
“[W]hen the administration of a condominium complex is at issue, ‘the
condominium statutes and the declaration control the relationship between the
parties.’” Town Houses at Bonnet Shores Condominium Association v. Langlois, 45
- 10 - A.3d 577, 582 (R.I. 2012) (brackets omitted) (quoting Artesani v. Glenwood Park
Condominium Association, 750 A.2d 961, 963 (R.I. 2000)).
Relevant to this dispute, § 34-36.1-3.08 provides that “[s]pecial meetings of
the association may be called by the president, a majority of the executive board, or
by unit owners having twenty percent (20%), or any lower percentage specified in
the bylaws, of the votes in the association.” Additionally, notice of that meeting
“must state the time and place of the meeting and the items on the agenda, including
the general nature of any proposed amendment to the declaration or bylaws, any
budget changes, and any proposal to remove a director or officer.” Section
34-36.1-3.08. This is exactly what plaintiffs attempted to do with the proposed
meeting notice attached to the petition.
Rather than use the proposed notice, the board sent its own notice. The trial
justice correctly determined that the sent notice did not meet the statutory
requirements. The defendants did not appeal that determination; hence, we need not
address that portion of the decision. However, the matter before the Court is the
propriety of the trial justice’s analysis of the merits of plaintiffs’ motions contained
within the meeting notice proposed by plaintiffs. The plaintiffs label the trial
justice’s decision on the validity of the motions an “advisory opinion” that should
have concluded when the trial justice found that the special-meeting notice prepared
by the board was insufficient. We agree.
- 11 - The declaration states that the bylaws provide the relevant governance
provisions, and Article 2, § 5 of the bylaws states: “The President shall call a special
meeting of the [a]ssociation upon a petition signed and presented to the Secretary by
at least twenty (20) [u]nit [o]wners.” The plaintiffs satisfied their obligation to
obtain the requisite number of signatures. The proposed notice stated the time and
place of the meeting and included an agenda, all in compliance with § 34-36.1-3.08.
The purpose of the meeting was to discuss the specific issues as listed allowing the
unit owners to determine whether or not to attend the meeting, vote on plaintiffs’
positions, or even propose their own solution. The intent of the act is to promote
consumer protection. See America Condominium Association, Inc., 844 A.2d at 128.
The act requires a liberal judicial interpretation with a preference towards ensuring
that association members have a say in how their organization is run. See id. It is
imperative that lay unit owners have the ability to draft a petition without fear of
strict judicial scrutiny over imperfect language.2 Refusing to issue the notice of the
special meeting, which comports with the bylaws and the act, runs afoul of that
intent. These unit owners were entitled to the meeting they sought.
The plaintiffs’ claim centered on the board’s own rendition of the meeting
notice sent to unit owners, not the notice submitted by plaintiffs. In evaluating each
2 The defendants’ counsel represented at oral argument that the board has since adopted plaintiffs’ desired gas meter formula. Therefore, mootness should be a consideration on remand. - 12 - item on plaintiffs’ agenda individually, it is clear that the trial justice overstepped by
granting relief not sought by the parties because “[u]nder the general principles of
the adversary system, a party should not be granted relief that it did not request.”
Providence Journal Company v. Convention Center Authority, 824 A.2d 1246, 1248
(R.I. 2003); see also Mill Road Realty Associates, LLC v. Town of Foster, 326 A.3d
1085, 1088-89 (R.I. 2024) (taking exception to a trial justice’s sua sponte ruling on
an issue not addressed by the parties); Bruce Brayman Builders, Inc. v. Lamphere,
109 A.3d 395, 398-99 (R.I. 2015) (determining that the trial justice should have
informed the parties before considering an issue not raised by either); Catucci v.
Pacheo, 866 A.2d 509, 515 (R.I. 2005) (“[W]hen a trial justice considers and rules
on an issue sua sponte, the parties must be afforded notice of the issue and allowed
an opportunity to present evidence and argue against it.”).
The plaintiffs further appeal from the judgment in the defendants’ favor on
the plaintiffs’ request for attorneys’ fees and punitive damages pursuant to
§ 34-36.1-4.17. The provision awards punitive damages for “willful failure to
comply with [the act].” Section 34-36.1-4.17. The trial justice entered judgment on
count II after the trial because the plaintiffs conceded that that claim hinged on the
success of count I. Because the trial pertained to only count I of the complaint with
the damages claim severed, the plaintiffs have a right to be heard on this issue.
However, we note that counsel acknowledged at oral argument that a damages figure
- 13 - would likely be nominal, and the defendants may have immunity from damages
under the association’s bylaws. Nevertheless, proceedings on count II are warranted
as a result of this decision. 3
Conclusion
For the reasons set forth herein, we vacate the part of the judgment of the
Superior Court finding in favor of the defendants, and this matter is remanded for
further proceedings consistent with this opinion. The papers may be returned to the
Superior Court.
3 At the conclusion of their brief, the plaintiffs request that we reassign this matter to a different trial justice. We decline to take this extraordinary step. There is nothing in the record to suggest the trial justice displayed a bias that would inhibit his judgment on the matter in further proceedings. - 14 -