Clean Harbors Environmental Services, Inc. v. 96-108 Pine Street LLC v. J.R. Vinagro Corporation J.R. Vinagro Corporation v. 96-108 Pine Street LLC
This text of Clean Harbors Environmental Services, Inc. v. 96-108 Pine Street LLC v. J.R. Vinagro Corporation J.R. Vinagro Corporation v. 96-108 Pine Street LLC (Clean Harbors Environmental Services, Inc. v. 96-108 Pine Street LLC v. J.R. Vinagro Corporation J.R. Vinagro Corporation v. 96-108 Pine Street 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.
Opinion
Supreme Court
Clean Harbors Environmental Services, : Inc.
v. :
96-108 Pine Street LLC : No. 2019-164-Appeal. (PM 12-1322) v. :
J.R. Vinagro Corporation. :
J.R. Vinagro Corporation :
v. : No. 2019-165-Appeal. (PM 12-1719) 96-108 Pine Street LLC. :
ORDER
These consolidated appeals came before the Supreme Court on September 28,
2021, pursuant to an order directing the parties to appear and show cause why the
issues raised should not be summarily decided. After considering the parties’ written
and oral arguments, we conclude that cause has been shown. Thus, these appeals
are assigned to the regular calendar for full briefing and argument.
On July 7, 2011, the plaintiff/third-party defendant, J.R. Vinagro Corporation
(Vinagro), and the defendant/third-party plaintiff, 96-108 Pine Street LLC (Pine
-1- Street), executed a demolition contract for a fixed fee of $297,000 (the contract).1
The contract required Vinagro to demolish a parking garage owned by Pine Street
and located at 100 Pine Street in Providence (the garage); to conduct dewatering
operations, as necessary; and to apply for, obtain, and pay for all permits as necessary
for the completion of the work. The contract also contained a time-is-of-the-essence
clause and required Vinagro to complete the project within eight weeks. However,
after commencing work, Vinagro observed six feet of oil-contaminated water in the
basement of the garage. Vinagro brought in a subcontractor, plaintiff Clean Harbors
Environmental Services, Inc. (Clean Harbors), to remediate the contamination;
however, work was disrupted and litigation ensued.
The parties, including Clean Harbors, filed three separate cases in Providence
County Superior Court; the court consolidated the cases on July 27, 2012.2
Thereafter, the court granted summary judgment in favor of Clean Harbors on its
breach-of-contract and bond claims. The claims remaining for trial following the
grant of summary judgment were (1) Vinagro’s direct claims against Pine Street for
1 The pertinent facts have been gleaned from the Superior Court records, as well as the statements and supplemental statements filed on behalf of the parties pursuant to Article I, Rule 12A of the Supreme Court Rules of Appellate Procedure. These facts do not appear to be in dispute. 2 The three actions are J.R. Vinagro Corporation v. 96-108 Pine Street LLC (PM 12- 1719); Clean Harbors Environmental Services, Inc. v. 96-108 Pine Street LLC v. J.R. Vinagro Corporation (PM 12-1322); and Clean Harbors Environmental Services, Inc. v. J.R. Vinagro Corporation et al. (PC 12-2141).
-2- breach of contract and unjust enrichment; (2) Pine Street’s amended third-party
complaint against Vinagro for breach of contract; and (3) Vinagro’s third-party
counterclaim against Pine Street for breach of contract and unjust enrichment.
On February 16, 2018, following a nonjury trial, the trial justice issued a
written decision in favor of Vinagro on its breach-of-contract and quantum meruit
claims, and in favor of Pine Street on its breach-of-contract claim. The trial justice
awarded Vinagro $145,500 on the base contract and $284,245.92 for the
extracontractual work, plus prejudgment interest from May 12, 2012.3 The trial
justice also awarded Pine Street $62,000 in liquidated damages, plus prejudgment
interest from November 1, 2012. The trial justice reserved decision on the issue of
attorneys’ fees.
Thereafter, Vinagro and Pine Street each moved for attorneys’ fees and costs
based on Section 10 of the contract, which reads:
“If any party to this Contract brings a cause of action against the other party arising from or relating to the Contract, the prevailing party in such proceeding shall be entitled to recover its reasonable attorney fees and court costs.”
In ruling on the parties’ cross-motions for attorneys’ fees, the trial justice
determined that Vinagro’s quantum meruit claim did not fall within the attorneys’
3 The parties had stipulated at trial that Vinagro was entitled to $145,500 on the base contract.
-3- fee provision of the contract, but also found that each party had prevailed on its
respective claim for breach of contract. The trial justice therefore denied each
party’s motion, declining to award either party attorneys’ fees or costs. Final
judgment entered on January 11, 2019, in the consolidated matters, and Vinagro
timely appealed the denial of attorneys’ fees and costs in both PM 12-1322 and
PM 12-1719.
After hearing arguments and carefully reviewing the memoranda filed on
behalf of the parties, we are of the opinion that cause has been shown and that this
case should be returned to the regular calendar for full briefing and argument. In
doing so, we direct the parties to set forth the applicable standard of review with
respect to this Court’s consideration of the issues on appeal and to address (1) the
legal significance of the fact that the relevant attorneys’ fee provision in this case
arises out of contract rather than in the context of a mechanic’s lien; and (2) whether
the phrase in Section 10 of the contract “the prevailing party in such proceeding shall
be entitled to recover its reasonable attorney fees and court costs” is distinguishable
from the phrase “shall be awarded,” such that an award of attorneys’ fees was not
mandatory in the present case. The parties shall address these issues among such
-4- other issues as they consider appropriate to decide the appeals before this Court.4 It
is so ordered.
Entered as an order of this Court this 10th ___ day of November, 2021.
By Order,
/s/ Debra A. Saunders, Clerk _________________________
Clerk
4 This Court strongly encourages the parties to pursue settlement. See Skaling v. Aetna Insurance Company, 799 A.2d 997, 1012 (R.I. 2002) (“It is the policy of this state to encourage the settlement of controversies in lieu of litigation.”).
-5- STATE OF RHODE ISLAND SUPREME COURT – CLERK’S OFFICE Licht Judicial Complex 250 Benefit Street Providence, RI 02903
ORDER COVER SHEET
Clean Harbors Environmental Services, Inc. v. 96- 108 Pine Street LLC v. J.R. Vinagro Corporation. Title of Case J.R. Vinagro Corporation v. 96-108 Pine Street LLC. No. 2019-164-Appeal. (PM 12-1322) Case Number No. 2019-165-Appeal. (PM 12-1719)
Date Order Filed November 10, 2021
Suttell, C.J., Goldberg, Robinson, Lynch Prata, and Justices Long, JJ.
Source of Appeal Providence County Superior Court
Judicial Officer from Lower Court Associate Justice Richard A. Licht
For Plaintiffs:
Jackson C. Parmenter, Esq. Michael A. Kelly, Esq. Attorney(s) on Appeal For Defendants:
Amando E. Batastini, Esq. Joseph J. Reale, Jr., Esq. Jeffrey S. Brenner, Esq.
SU-CMS-02B (revised June 2020)
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