Cathay Cathay, Inc. v. Vindalu, LLC

136 A.3d 1113, 2016 R.I. LEXIS 39, 2016 WL 1078515
CourtSupreme Court of Rhode Island
DecidedMarch 17, 2016
Docket13-337, 13-341
StatusPublished
Cited by2 cases

This text of 136 A.3d 1113 (Cathay Cathay, Inc. v. Vindalu, LLC) is published on Counsel Stack Legal Research, covering Supreme Court of Rhode Island primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Cathay Cathay, Inc. v. Vindalu, LLC, 136 A.3d 1113, 2016 R.I. LEXIS 39, 2016 WL 1078515 (R.I. 2016).

Opinion

OPINION

Justice GOLDBERG,

for the Court.

These consolidated appeals came before the Supreme Court on December 1, 2015, pursuant to an order directing the parties to appear and show cause why the issues raised in the appeals should not be summarily decided. Before this Court, the plaintiffs, Cathay Cathay, Inc. (Cathay Cathay) and Surf & Turf Grille, Inc. (Surf & Turf) (collectively, plaintiffs) appeal first from an entry of partial final judgment in the Superior Court in favor of the defendant, Rouse Providence, LLC (Rouse). 1 The plaintiffs also mount a separate appeal challenging the denial in part of their motion to file a second amended complaint. After a careful review of the record, the memoranda submitted by the parties, and the oral arguments of counsel, we are satisfied that cause has not been shown and *1115 that these appeals may be decided at this time. For the reasons set forth in this opinion, we vacate the entry of partial final judgment, and we remand to the Superior Court; we decline to hear the appeal of the denial in part of the motion to amend the complaint.

Facts and Travel

This case requires us, yet again, to recount the all-too-familiar ingredients of the various rice dishes offered for sale in the food court at the Providence Place Mall (Providence Place or mall) in a pending Superior Court action. We direct those unversed in this protracted dispute to Cathay Cathay, Inc. v. Vindalu, LLC, 962 A.2d 740 (R.I.2009) (Cathay Cathay I). We shall discuss here only those facts relevant to this appeal. To do so, we again must travel back in time now more than two decades to December 29, 1995, before Providence Place opened its doors to the public. In anticipation of the mall’s opening, David Chu (Chu) signed a lease agreement with Rouse’s predecessor in interest for the purpose of operating his Chinese restaurant, Cathay Cathay, in the Providence Place food court. The lease provided for the exclusive right of Cathay Cathay to serve “[w]hite [r]iee — boiled or steamed” either “alone or in combination with any other foods.”

In 1999, before Cathay Cathay opened for business, Japan Café of Providence Place, Inc. (Japan Café) entered into a lease agreement with Rouse’s predecessor in interest to operate a restaurant in the food court. The lease, which provided that Japan Café would offer a variety of Japanese meals to mall customers, incorporated a copy of the restaurant menu in the list of foods Japan Café was permitted to sell. The lease also contained the following language: “Notwithstanding anything contained in this Lease to the contrary * * *, in no event shall Tenant sell any of the items listed on [Ejxhibit I, whether by name or the same or substantially similar in content or form and under any other name.” The list of foods provided in Exhibit I was nearly identical to the list of foods that Cathay Cathay had contracted for the exclusive rights to sell. Japan Café opened its business before Cathay Cathay did. The plaintiffs allege that Japan Café initially served white rice when it opened, but after Chu complained, it began to sell a form of rice marketed as “brown rice.” 2 Cathay Cathay started serving customers shortly thereafter in January 2000.

A year later, on November 10, 2000, Chu entered into a second lease agreement with Rouse’s predecessor in interest for-the operation of another restaurant, Surf & Turf, in the Providence Place food court. Under the lease, Surf & Turf had the exclusive right to sell “[Ojriental style foods,” which were enumerated in an accompanying list that paralleled the list of foods identified in the Cathay Cathay lease. The lease also gave Surf & Turf the exclusive right to sell “[r]iee — boiled or steamed.”

Then, on January 7, 2005, Rouse entered into a lease agreement with the predecessor in interest to Vindalu, LLC (Gourmet India) to operate its restaurant, Gourmet India, in the Providence Place food court. The lease agreement contained the following provision:

“Tenant is expressly prohibited from offering for sale at the Premises white rice or fried rice. In addition, Tenant is expressly prohibited from selling Orien *1116 tal style foods, including but not limited to those items listed on Exhibit T attached to this Lease and incorporated herein by reference and any other foods that are distinctly part of Oriental cuisine served in Oriental (i.e. Chinese, Japanese, Malaysian, Thai, Korean, [F]ilipino, Vietnamese, etc.) restaurants and any foods or dishes substantially similar thereto to [sic ] in taste, appearance[,] style and/or ingredients, whether or not styled or denominated as an Oriental food dish.”

Like Exhibit I to the Japan Café lease, the list of foods named in Exhibit I to the Gourmet India lease matched closely that which Cathay Cathay and Surf & Turf held the exclusive rights to sell. The lease also provided that:» “[notwithstanding anything to the contrary contained in Exhibit T [,] Landlord warrants that Tenant’s incidental sale or use of Basmati Rice as a side dish or ingredient shall not be deemed a violation of the prohibition of the sale of rice.” Gourmet India began serving food-court customers in June 2005.

On October 14, 2005, plaintiffs brought this action against Rouse, Gourmet India, and Japan Café in the Providence County Superior Court. The plaintiffs sought to enjoin Gourmet India and Japan Café from selling the foods to which they alleged having exclusive rights. They also requested that the court order Rouse to enforce its lease agreements with Cathay Cathay and Surf & Turf against Gourmet India and Japan Café. In áddition to in-junctive relief, plaintiffs sought compensatory damages for which they requested a jury trial. The plaintiffs subsequently filed an amended complaint, which also included counts for tortious interference against both Gourmet India and Japan Café, and they sought an injunction to enforce the provisions of the lease agreement between Gourmet India and Rouse, alleging a third-party contractual interest in the lease.

The Superior Court commenced its hearing for a preliminary injunction on November 30, 2005. After a full day of witness testimony, the trial justice stated that he was “inclined to direct that the matter be consolidated for a trial on the merits” in accordance with Rule 65 of the Superior Court Rules of Civil Procedure. 3 He stated:

“We can get everything that can reasonably be tried, tried now. If there are loose ends, whether it is [attorneys’] fees or some other action that somebody may want a jury on, because it is a claim for damages,

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136 A.3d 1113, 2016 R.I. LEXIS 39, 2016 WL 1078515, Counsel Stack Legal Research, https://law.counselstack.com/opinion/cathay-cathay-inc-v-vindalu-llc-ri-2016.