Supreme Court
No. 2024-350-Appeal. (PC 24-1296)
Jay Patel :
v. :
John O. Mancini 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
Present: Suttell, C.J., Goldberg, Robinson, Lynch Prata, and Long, JJ. OPINION Justice Long, for the Court. The plaintiff, Jay Patel (Mr. Patel or plaintiff),
a self-represented litigant, appeals from a final order of the Superior Court
dismissing his complaint against the defendants, John O. Mancini (Mr. Mancini),
Mancini Carter, PC (Mancini Carter), LandingPartners LLC (LandingPartners), and
1850 Post Road Owner LLC (1850 Post Road) (together, defendants), on the basis
of res judicata.
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
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
-1- herein, we affirm the dismissal of Mr. Patel’s complaint against LandingPartners and
1850 Post Road on the basis of res judicata, and against Mr. Mancini and Mancini
Carter on other grounds.
Facts and Procedural History
We typically “look no further than the complaint” to understand the facts
concerning an appeal from the granting of a motion to dismiss. EDC Investment,
LLC v. UTGR, Inc., 275 A.3d 537, 542 (R.I. 2022) (quoting Pontarelli v. Rhode
Island Department of Elementary and Secondary Education, 176 A.3d 472, 476 (R.I.
2018)). We may also look to documents not expressly incorporated into a complaint
when, for example, those documents are “central to plaintiffs’ claim.” Id. at 542-43
(quoting Mokwenyei v. Rhode Island Hospital, 198 A.3d 17, 22 (R.I. 2018)). Mr.
Patel’s complaint refers to and arises out of LandingPartners LLC v. Shiva, LLC, et
al., KC 23-24 (the LandingPartners case), that ended in a “judgment * * * to perform
a sale” of property located at 1850 Post Road in Warwick, Rhode Island (the
property). A deeper discussion of the facts from the LandingPartners case is
included in a contemporaneously issued opinion of this Court involving many of the
same parties and captioned Jay Patel v. LandingPartners LLC et al.,
No. 2024-360-Appeal.
It suffices for our purposes to note that the LandingPartners case involved
allegations by LandingPartners that Mr. Patel had violated the terms of a Purchase
-2- and Sale and Discounted Pay-Off Agreement (the agreement) entered into for the
purchase of the property. Accordingly, LandingPartners sought Mr. Patel’s
performance of his contractual obligations. Mr. Patel, however, was defaulted from
the LandingPartners case and was consequently ordered to specifically perform his
obligations under the agreement. Following entry of default judgment,
LandingPartners and the sole remaining defendant entered a consent order outlining
new terms for the purchase of the property. The transaction was thereafter
consummated pursuant to the terms of the consent order, and the remaining parties
consented to the dismissal of the LandingPartners case with prejudice.
Five months after the stipulated dismissal in the LandingPartners case, Mr.
Patel filed the instant action asserting violations of the agreement against each
defendant. Specifically, Mr. Patel’s complaint alleged: violation of the agreement
by all defendants (count one); fraudulent conduct in the course of the
LandingPartners case including failure to close as contemplated in the agreement
(count two); “fraudulent concealment” in the course of the post-default-judgment
travel of the LandingPartners case (count three); “unjust enrichment” on the basis of
LandingPartners’ and 1850 Post Road’s possession of property which had been
procured in violation of the agreement (count four); breach of the implied covenant
of good faith and fair dealing as a result of defendants’ breach of the agreement
(count five); and a count alleging detrimental reliance based on an allegation that
-3- Mr. Patel relied on the agreement’s terms to his detriment when the parties closed
on the transaction (count six).
In response to Mr. Patel’s complaint, Mr. Mancini filed two motions to
dismiss on behalf of all defendants and himself. The first motion argued that
plaintiff’s complaint, which was filed in Providence County Superior Court, was in
the incorrect venue. Prior to decision on defendants’ first motion to dismiss, they
filed an answer to Mr. Patel’s complaint and a second motion to dismiss. In the
second motion, defendants argued that Mr. Patel’s complaint was precluded under
the doctrine of res judicata because it sought to relitigate the agreement and
transaction which had been fully addressed in the LandingPartners case. The
defendants further argued that Mr. Patel’s complaint failed to state a claim upon
which relief could be granted.
In his opposition to defendants’ motions to dismiss, Mr. Patel argued that his
complaint was filed in the correct venue and that res judicata did not bar his claims
because they were different than the claims raised in the LandingPartners case and
therefore “could not have been raised in [the LandingPartners case].”
The defendants’ motions were heard before a justice of the Superior Court in
June 2024. At the hearing, counsel for defendants argued that Mr. Patel’s complaint
should be dismissed pursuant to the doctrine of res judicata because it was an
attempt to relitigate the agreement at issue in the LandingPartners case. As to Mr.
-4- Mancini and the law firm, counsel argued that the allegations against those
defendants failed to state a claim because those defendants were not parties to, and
therefore could not be liable under, the contract. For his part, Mr. Patel presented
argument as to why he believed Mr. Mancini and LandingPartners were liable under
the agreement. The trial justice reserved decision on defendants’ motions.
The trial justice issued her decision from the bench in early August 2024. The
trial justice agreed that venue was improper in Providence County, and she therefore
changed the venue to Kent County but retained jurisdiction over the case on the
out-of-county business calendar. After a recess, the trial justice further concluded
that Mr. Patel’s complaint was barred by the doctrine of res judicata. The trial
justice found that “all [of Mr. Patel’s] claims arise from the same transaction or series
of transactions” raised in the LandingPartners case and that Mr. Mancini represented
LandingPartners in the LandingPartners case such that there was the required
identity of parties for res judicata to apply. The trial justice further found that
plaintiff’s “various allegations of failure to perform or defects with respect to the
agreement could have been raised as counterclaims” in that case. Finally, she found
that the default judgment against Mr. Patel was a conclusive final judgment. She
therefore dismissed the complaint.
An order reflecting that dismissal entered on August 20, 2024. Mr. Patel filed
this appeal on September 5, 2024.
-5- Standard of Review
This Court applies the same standard as the trial justice in reviewing a grant
of a motion to dismiss. Lacera v. Department of Children, Youth, and Families, 272
A.3d 1064, 1067 (R.I. 2022). “The sole function of a motion to dismiss is to test the
sufficiency of the [complaint].” Evoqua Water Technologies LLC v. Moriarty, 334
A.3d 429, 433 (R.I. 2025) (quoting EDC Investment, LLC, 275 A.3d at 542). We
will affirm the trial justice’s dismissal when “it is clear beyond a reasonable doubt
that the plaintiff would not be entitled to relief from the defendant under any set of
facts that could be proven in support of the plaintiff’s claim.” Id. at 434 (quoting
EDC Investment, LLC, 275 A.3d at 542). A trial justice’s application of res judicata
is a question of law reviewed de novo. Apex Oil Company, Inc. v. State by and
through Division of Taxation, 297 A.3d 96, 108 (R.I. 2023).
Analysis
After reviewing and taking as true the allegations in plaintiff’s complaint, we
conclude that the trial justice appropriately dismissed the claims against
LandingPartners and 1850 Post Road pursuant to the doctrine of res judicata, but
hold that the trial justice erred in also dismissing Mr. Patel’s claims against Mr.
Mancini and his law firm on those grounds. Instead, we conclude that Mr. Mancini
and his law firm are not “in privity” with the parties they represented in the
LandingPartners case and thus res judicata cannot apply. See Reynolds v. First NLC
-6- Financial Services, LLC, 81 A.3d 1111, 1115-16 (R.I. 2014) (defining “identity of
the parties” requirement for res judicata). However, we affirm the dismissal of those
claims because they fail to state a claim upon which relief could be granted. See
Evoqua Water Technologies LLC, 334 A.3d at 434.
LandingPartners and 1850 Post Road
We affirm the dismissal of Mr. Patel’s complaint against LandingPartners and
1850 Post Road under the doctrine of res judicata.
Res judicata “bars the relitigation of all issues that were tried or might have
been tried in an earlier action” in a new action involving the same parties. Reynolds,
81 A.3d at 1115 (quoting Huntley v. State, 63 A.3d 526, 531 (R.I. 2013)). The
doctrine requires three things: (1) identity of the parties in both the earlier and later
cases; (2) identity of the issues in both cases; and (3) finality of the earlier judgment.
See id. This Court has adopted the “transactional rule” to determine the scope of the
issues precluded in a second action between the same parties. Id. That rule prevents
relitigation of “all or any part of the transaction, or series of connected transactions,
out of which the first action arose.” Id. at 1116 (brackets omitted) (quoting Lennon
v. Dacomed Corp., 901 A.2d 582, 591 (R.I. 2006)).
Mr. Patel does not dispute that there was a final judgment in the
LandingPartners case. Additionally, we conclude that LandingPartners and 1850
Post Road meet the identity of the parties requirement for res judicata to apply.
-7- LandingPartners is the same entity as the plaintiff in the LandingPartners case. And,
as defendants’ counsel represented at argument before this Court, 1850 Post Road
was created by LandingPartners to take ownership of Mr. Patel’s property following
the closing, and is owned by the same New York-based entity that owns
LandingPartners. We are therefore satisfied that 1850 Post Road is in privity with
LandingPartners such that res judicata may be applied. See Reynolds, 81 A.3d at
1116 (“[P]arties are in privity when there is a commonality of interest between the
two entities and when they sufficiently represent each other’s interests.” (quoting
Lennon, 901 A.2d at 591)).
Mr. Patel principally argues that res judicata cannot bar his claims because
his complaint raises “new facts that do not arise from the previous claim and a claim
that could not have been raised in prior litigation”; in other words, he argues that the
new action does not meet the identity of the issues prong of res judicata.
A cursory review of the allegations in his complaint, however, satisfies us that
that he is incorrect. As described above, Mr. Patel’s complaint asserts six causes of
action, each of which relates either to the agreement or to the transaction that formed
the basis of the LandingPartners case. As a result, they are barred by res judicata
and precluded based on this Court’s adoption of the transactional rule. See Reynolds,
81 A.3d at 1115. More specifically, counts one, two, four, five, and six each arise
from and assert violations of the agreement that formed the “brick[] and mortar” of
-8- the LandingPartners case; those claims are therefore barred by res judicata because
they raise an identical issue to the issues in the LandingPartners case. ElGabri v.
Lekas, 681 A.2d 271, 277 (R.I. 1996). Additionally, counts two and three each assert
allegations of wrongdoing in the course of the post-consent-order closing on the
property, which was “part of the transaction, or series of connected transactions” out
of which the first action arose, and which Mr. Patel could have challenged as part of
the LandingPartners case; under the transactional rule, his failure to do so is fatal to
his attempt to bring those claims in a successive action involving the same parties.
See id. at 276 (“[T]he claim extinguished includes all rights of [a party] to remedies
against [another party] with respect to all or any part of the transaction, or series of
connected transactions, out of which the [first] action arose.” (quoting Manego v.
Orleans Board of Trade, 773 F.2d 1, 5 (1st Cir. 1985))); see also Goodrow v. Bank
of America, N.A., 184 A.3d 1121, 1127 (R.I. 2018) (explaining that the transactional
rule bars all claims “which could have properly been raised in a previous litigation”
(quoting Bossian v. Anderson, 991 A.2d 1025, 1027 (R.I. 2010))). Accordingly, we
hold that Mr. Patel’s complaint contains identical issues as the LandingPartners case,
and the trial justice therefore appropriately dismissed Mr. Patel’s claims against
LandingPartners and 1850 Post Road on the basis of res judicata.
Mr. Patel nevertheless argues that his complaint raises “a claim that could not
have been raised in prior litigation,” and therefore that the trial justice erred in
-9- applying res judicata to bar his claims. Mr. Patel’s argument, however,
misunderstands this Court’s case law regarding res judicata. The relevant inquiry
for the purposes of discerning whether the issues in a subsequent action are
sufficiently similar to the issues in an earlier action such that res judicata applies is
not whether the claims are different, but whether the claims in the new action could
have been tried as part of the original suit. See Reynolds, 81 A.3d at 1115. As
discussed above, each of Mr. Patel’s claims could have been raised and tried as part
of the LandingPartners case because they either relate to the agreement that was at
the center of that case or to the transaction which was effectuated prior to the
dismissal of that case with prejudice. Accordingly, Mr. Patel’s claims against the
LandingPartners and 1850 Post Road defendants were appropriately dismissed
pursuant to res judicata.
Mr. Mancini and Mancini Carter, PC
Unlike LandingPartners and 1850 Post Road, the claims against Mr. Mancini
and his law firm are not barred by res judicata. Nevertheless, they were
appropriately dismissed as each fails to state a claim upon which relief could be
granted. See Evoqua Water Technologies LLC, 334 A.3d at 435 (affirming dismissal
on grounds other than those relied on by the trial justice).
As noted above, res judicata precludes a second action when both the first and
second action involve the same parties or where the second action includes parties
- 10 - that are in privity with the parties in the earlier suit. See Reynolds, 81 A.3d at 1115-
16 (defining “identity of the parties” requirement for res judicata). Mr. Mancini and
his law firm were not parties to the LandingPartners case. For res judicata to apply,
therefore, we must be satisfied that Mr. Mancini and his law firm are in privity with
LandingPartners by virtue of their earlier representation of LandingPartners during
the LandingPartners case. See id. Our analysis reveals that they are not.
Privity is established for the purposes of applying res judicata to a new party
in a successive action when “there is a commonality of interest between the [new
party and the old party] and when they sufficiently represent each other’s interests.”
Lennon, 901 A.2d at 591 (quoting Duffy v. Milder, 896 A.2d 27, 36 (R.I. 2006)).
Mr. Mancini and his law firm’s earlier representation of LandingPartners in the
LandingPartners case does not establish that LandingPartners sufficiently
represented Mr. Mancini and his law firm’s interests such that they are in privity. Id.
In the LandingPartners case, LandingPartners’ primary interest was its effort to
enforce the terms of a contract it entered into for the purchase of the property, for
which it intended to pay a sizable sum of money. LandingPartners therefore pursued
contract remedies and was able to obtain relief in the nature of specific performance,
along with a consent order. Here, however, Mr. Mancini and his firm are defendants
with no contractual obligations or remedies under the agreement, default judgment,
or consent order. Furthermore, in the LandingPartners case, Mr. Mancini advocated
- 11 - for the corporate interests of LandingPartners; but in this action he advances his own
interests and the interests of his law firm in order to avoid liability under an
agreement to which he was not a party.1 On this record, therefore, we do not
conclude that Mr. Mancini’s earlier representation of LandingPartners establishes
the privity necessary to apply res judicata to preclude Mr. Patel’s claims against him
or his law firm.
Nevertheless, we affirm the trial justice’s decision to grant Mr. Mancini’s
motion to dismiss because Mr. Patel’s complaint fails to state a claim upon which
relief could be granted. First, the trial justice appropriately dismissed counts one,
two, five, and six of the complaint as against Mr. Mancini and his law firm because
each of those counts assert claims for violation of the agreement, but Mr. Mancini
and his firm were not parties to that agreement. It is axiomatic that one who is not
a party to a contract cannot be liable for purported breaches of that contract. See
Platten v. HG Bermuda Exempted Ltd., 437 F.3d 118, 129 (1st Cir. 2006)
(concluding that non-parties were not bound by agreement and thus could not be
1 As courts in other jurisdictions have noted, a lawyer’s “common objective” with their client to obtain a “favorable outcome” is usually not sufficient to establish privity where there is no other evidence of a commonality of interests. Rucker v. Schmidt, 794 N.W.2d 114, 119 (Minn. 2011); Lane v. Bayview Loan Servicing, LLC, 831 S.E.2d 709, 715 (Va. 2019) (explaining that “an attorney does not share the same legal interest as his or her client merely by virtue of his or her representation of that client” because representation does not create a “mutual * * * relationship to the same rights of property”). - 12 - held liable for breach). Accordingly, we affirm the dismissal of Mr. Patel’s
complaint because it fails to state a claim upon which relief could be granted as there
are no set of facts upon which Mr. Patel could establish that Mr. Mancini or his law
firm violated the agreement.
The remaining counts of Mr. Patel’s complaint, counts three and four, were
also appropriately dismissed. Count three asserted a claim for fraudulent
concealment. In order to properly plead fraudulent concealment, “a plaintiff must
show: ‘(1) that the defendant made an actual misrepresentation of fact; and (2) that,
in making such misrepresentation, the defendant fraudulently concealed the
existence of the plaintiff’s causes of action.’” Sola v. Leighton, 45 A.3d 502, 508
(R.I. 2012) (brackets omitted) (quoting Ryan v. Roman Catholic Bishop of
Providence, 941 A.2d 174, 182 (R.I. 2008)). In assessing the allegations contained
in Mr. Patel’s complaint, however, it is clear to us that he has not alleged, nor could
he conceivably allege, facts to support either element of this claim. Critically, he
has not alleged that Mr. Mancini or his law firm “made an actual misrepresentation
of fact * * *.” Id. (quoting Ryan, 941 A.2d at 182). Rather, his complaint asserts
that he “never received the consent order until December 12[,] 2024,” and that it was
“defendants knowing and intentional[]” concealment of that order that constituted a
- 13 - “misuse of [the] [l]egal process” which caused him damage. 2 Mr. Patel’s allegation
is therefore that Mr. Mancini and his law firm failed to make a statement to him, and
not that they “made an actual misrepresentation of fact * * *.” Id. (quoting Ryan,
941 A.2d at 182). As a result, he fails to state a claim for fraudulent concealment
and we affirm the trial justice’s dismissal of count three on that basis.
Finally, we affirm the dismissal of count four as against Mr. Mancini and his
law firm because count four, while labeled as a claim for unjust enrichment against
“all defendants,” alleges no facts regarding Mr. Mancini or his law firm, and the
remainder of the allegations in his complaint do not assert that Mr. Mancini or his
law firm received a benefit “whose retention without payment would result in * * *
unjust enrichment * * * at the expense of” Mr. Patel. Restatement (Third) Restitution
and Unjust Enrichment § 1 (2011) (October 2024 update). Accordingly, we affirm
the dismissal of count four as against Mr. Mancini and his law firm.
Conclusion
In light of the foregoing, we affirm the trial justice’s order dismissing Mr.
Patel’s complaint. The papers may be remanded to the Superior Court.
Justice Goldberg participated in the decision but retired prior it its publication.
2 We observe that Mr. Patel had been defaulted from the LandingPartners case by the time the consent order was signed and approved by the Superior Court. - 14 - STATE OF RHODE ISLAND SUPREME COURT – CLERK’S OFFICE Licht Judicial Complex 250 Benefit Street Providence, RI 02903
OPINION COVER SHEET
Title of Case Jay Patel v. John O. Mancini et al.
No. 2024-350-Appeal. Case Number (PC 24-1296)
Date Opinion Filed May 27, 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 Sarah Taft-Carter
For Plaintiff:
Jay Patel, pro se Attorney(s) on Appeal For Defendants:
John O. Mancini, Esq.
SU-CMS-02A (revised November 2022)