Sangermano v. Roger Williams Realty Corp.
Sangermano v. Roger Williams Realty Corp.
Opinion of the Court
ORDER
This case came before the Supreme Court on March 31, 2011, pursuant to an order directing the parties to appear and show cause why the issues raised in this appeal should not summarily be decided. The plaintiffs, Peter J. Sangermano, Jr. (Sangermano) and Sanat Properties, LP (Sanat), appeal from the trial justice’s grant of the defendant’s, Roger Williams Realty Corporation (Realty), motion for summary judgment.
In the spring of 1996, Realty, a wholly-owned subsidiary of the Roger Williams Medical Center (the Medical Center), and Sanat, became equal partners in a joint venture to build an assisted living facility, the Village at Elmhurst, LLC (the Village).
Immediately after his acquittal, Sanger-mano demanded reimbursement for his legal fees and expenses from Realty in accordance with the indemnification letter. Realty denied the claim and plaintiffs filed this action in December 2006, in which Sangermano sought reimbursement for himself
Before this Court, plaintiffs argue that the trial justice erred in strictly construing the letter and also contend that the letter was sufficiently specific to cover their claims. They also argue that genuine issues of material fact exist in this case, which should have precluded the trial justice from granting defendant’s cross-motion for summary judgment.
This Court reviews a trial justice’s grant of summary judgment de novo. Beacon Mutual Insurance Co. v. Spino Brothers, Inc., 11 A.3d 645, 648 (R.I. 2011). “Summary judgment is appropriate when no genuine issue of material fact is evident from ‘the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits if any,’ and the motion justice finds that the moving party is entitled to prevail as a matter of law.” Sansone v. Morton Machine Works, Inc., 957 A.2d 386, 393 (R.I. 2008) (quoting National Refrigeration, Inc. v. Travelers Indemnity Co. of America, 947 A.2d 906, 909 (R.I. 2008)).
The law in Rhode Island is well settled; “indemnity provisions are valid if sufficiently specific, but are to be ‘strictly construed against the party alleging a contractual right of indemnification.’ ” Sansone, 957 A.2d at 393 (quoting Mul-downey v. Weatherking Products, Inc., 509 A.2d 441, 443 (R.I. 1986)). See Dower v. Dower’s Inc., 100 R.I. 510, 513, 217 A.2d 437, 438 (1966) (in which this Court reiterated that the strict construction rule prohibits it from “drawling] inferences from words of general import found in the apparently all-inclusive and catchall language of a general indemnity provision”).
Applying our rule of strict construction against the party alleging a contractual right — in this case the plaintiffs — we agree with the trial justice that the letter did not include language specific enough to encompass the indemnification of attorneys’ fees and legal costs in a subsequent criminal prosecution. The plaintiffs and the defendant were sophisticated business partners and we are satisfied that if they had intended to include attorneys’ fees in the indemnity provision, the agreement would have “stipulated to that effect, and not have left so important a matter in any doubt.” Railton v. Taylor, 20 R.I. 279, 282-83, 38 A. 980, 982 (1897).
. We note that the Village at Elmhurst, LLC is a nominal defendant in this case.
. At the time the joint venture was formed, Sangermano and Natco Products Corporation were Sanat’s general partners; however, in April 1998, Sangermano Realty, of which Sangermano was a director, took over San-germano's role as general partner of Sanat. Sangermano remained a manager of the Village.
.Sangermano asserts that indemnification ultimately flows to him via Sanat's and Sanger-
. We note that plaintiffs do not set forth any alleged material facts to support their contentions.
. We note that even were we to depart from our rule of strict construction with respect to
Reference
- Full Case Name
- Peter J. Sangermano, Jr. v. Roger Williams Realty Corporation and Village at Elmhurst, LLC.
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- 3 cases
- Status
- Published