Opinion
C. A. WC-2018-0491
06-12-2023
JOHN KRAMER, ANTHONY P. FOX, TIMOTHY T. FOX, LINDA J. JOKL, PETER JOKL, SARA MCGINNES, RUTH S. PERFIDO; PETER H. GREENMAN; ARTHUR JACOB; SHARON LEHMAN; JOHN LEHMAN; and PIERA M. COTE ROBSON Plaintiffs, v. HTX HELICOPTERS, LLC, d/b/a HELIBLOCK and RHODE ISLAND AIRPORT CORPORATION Defendants.
For Plaintiff: Andrew M. Teitz, Esq.; Peter F. Skwirz, Esq. For Defendant: Collin W. Manning, Esq.; James C. Bass, Esq.; Michael J. Racette, Esq.; Christopher J. Yagoobian, Esq.; Daniel J. Procaccini, Esq.; Lucas G. Spremulli, Esq.
For Plaintiff: Andrew M. Teitz, Esq.; Peter F. Skwirz, Esq.
For Defendant: Collin W. Manning, Esq.; James C. Bass, Esq.; Michael J. Racette, Esq.; Christopher J. Yagoobian, Esq.; Daniel J. Procaccini, Esq.; Lucas G. Spremulli, Esq.
DECISION
TAFT-CARTER, J.
Before this Court for decision is Defendant Rhode Island Airport Corporation's (RIAC's) Motion for Judgment on the Pleadings on Counts I and II of the Plaintiffs' First Amended Complaint and on Count III of its Amended Cross-claim against Defendant HTX Helicopters, LLC, d/b/a HeliBlock (HeliBlock), and RIAC's Motion to Dismiss Counts I, II, and IV, and Paragraphs 32(a) and 32(c) of Count II of HeliBlock's Amended Counterclaim. Plaintiffs have filed an Objection to RIAC's Motion for Judgment on the Pleadings, and HeliBlock has filed an Objection to RIAC's Motion for Judgment on the Pleadings and an Objection to RIAC's Motion to Dismiss for Failure to State a Claim. Jurisdiction is pursuant to G.L. 1956 §§ 8-2-13 and 8-2-14 and Rules 12(b)(6) and 12(c) of the Superior Court Rules of Civil Procedure.
I
Facts and Travel
A
Plaintiffs' Underlying Claims
Plaintiffs, John Kramer, Anthony P. Fox, Timothy T. Fox, Linda J. Jokl, Peter Jokl, Arthur Jacob, Sharon Lehman, John Lehman, and Piera M. Cote Robson are property owners in the town of New Shoreham, Rhode Island. (First Am. Compl. (Am. Compl.) ¶¶ 2-10.) HeliBlock owns and operates a helicopter tour and charter business out of the Block Island Airport, which is located near Plaintiffs' properties. See id. ¶¶ 12, 16, 29-33. RIAC is a "state governmental entity" who is responsible for the operation and maintenance of the Block Island Airport. Id. ¶ 13.
Plaintiffs Ruth S. Perfido, Peter H. Greenman, and Sara McGinnes were dismissed from this suit with prejudice by stipulation on October 26, 2021. (Stipulation of Dismissal 1, Oct. 26, 2021.)
In 2016, HeliBlock began conducting helicopter sightseeing tours and charter flights out of the Block Island Airport. Id. ¶¶ 16-17. HeliBlock operates pursuant to a yearly lease with RIAC. Id. ¶ 19. During the summer, HeliBlock operates two helicopters seven days a week between 9:00 a.m. and sunset. Id. ¶¶ 17, 25. The tours last between thirteen and thirty minutes, resulting in takeoffs and landings exceeding three times per hour. Id. ¶ 26. The frequency of takeoffs, landings, and periods of interim idling between tours results "in continual and excessive noise and vibration that causes major disruptions to Plaintiffs' properties." Id. ¶ 29. The helicopters can be heard for several minutes before landing and after takeoff. Id. ¶ 32. This excessive noise has decreased the value of each of Plaintiffs' properties. Id. ¶ 36.
On September 17, 2018, Plaintiffs filed a single count Complaint asserting a nuisance claim against HeliBlock. (Compl. ¶¶ 35-41.) On June 18, 2019, Plaintiffs filed an Amended Complaint adding RIAC as a defendant and asserting two counts-Count I for statutory and common law nuisance against both Defendants, and Count II for Inverse Condemnation pursuant to article I, section 16 of the Rhode Island Constitution against RIAC. (Am. Compl. ¶¶ 37-49.) HeliBlock and RIAC subsequently filed their answers, and RIAC filed its initial cross-claims. See Docket. On September 4, 2019, HeliBlock filed its answer to RIAC's cross-claims. (HeliBlock's Answer to RIAC's Cross-cl. 1, Sept. 4, 2019.)
B
RIAC's Cross-claim & the Lease Agreement
RIAC asserted three cross-claims against HeliBlock based on HeliBlock's purported failure to defend, indemnify, and hold RIAC harmless from Plaintiffs' claims pursuant to Sections 9.1 and 9.2 of the parties' lease. See RIAC's Answer to First Am. Compl. & Cross-cl. Against HeliBlock 7-10, Aug. 15, 2019. Since 2016, HeliBlock has executed a lease with RIAC to operate its business out of the Block Island Airport. (HeliBlock's First Am. Answer & Countercls. to RIAC's Am. Answer & Cross-cl. (HeliBlock's Am. Answer & Countercl.) 6.) On July 1, 2019, HeliBlock and RIAC executed the lease at issue, the Block Island State Airport Facility Lease and Operating Agreement (Lease Agreement). (RIAC's Mem. Supp. Mot. for J. on Pleadings (RIAC's 12(c) Mem.) Ex. B (Lease Agreement) § 2.)
RIAC agreed to lease HeliBlock 165 square feet of office space and 6,400 square feet of operational area at the airport, subject to the terms of the agreement. See id. § 3.1. The Lease Agreement included an indemnification clause which provides:
"To the fullest extent permitted by law, Tenant will defend, indemnify, and hold RIAC, and the State of Rhode Island, their respective officers, directors, employees, agents, affiliates, successors and assigns, harmless from and against any and all loss, costs, claims, demands, actions, causes of action, awards, penalties, damages or liabilities, of every kind and character, whether in law
or in equity, including without limitation, costs of investigations, attorneys' fees, expert witness fees and court costs, whether by reason of death, injury, or damage to any person or persons or damage or destruction of property or loss of use thereof, or any other reason, arising out of or otherwise caused by, directly or indirectly: (i) any failure by Tenant to perform its obligations in accordance with the terms and conditions of this Agreement; (ii) any other breach by Tenant of the terms and conditions of this Agreement; or (iii) the acts or omissions of Tenant, or any of its officers, directors, employees, agents, suppliers, business visitors, or guests, in, on or about the Airport . . . Tenant's indemnity and defense obligations under this Agreement will survive the expiration or sooner termination of the Term." Id. § 9.1.
The Lease Agreement also contained a "No Liability" clause whereby it was agreed that:
"Notwithstanding any other provision of this lease, and to the fullest extent permitted by law, neither RIAC nor the State of Rhode Island, nor their respective agents, parent or subsidiary corporations, affiliates, shareholders, investors, directors, officers, employees, representatives, or attorneys shall be liable, whether in contract, tort, negligence, strict liability or otherwise, for any lost or prospective profits or any other special, punitive, exemplary, indirect, incidental or consequential losses or damages arising out of or in connection with this lease or any failure of performance related hereto, howsoever caused, whether arising from such person's sole, joint or concurrent negligence." Id. § 9.2.
The "No Liability" clause did not contain a survival provision. See id. However, the Lease Agreement did contain a general survival provision which stated that "[t]he terms and conditions . . . shall survive the expiration, or sooner termination, of this Agreement." Id. § 15.18.
C
HeliBlock's Counterclaim
After suit was commenced against RIAC and HeliBlock, RIAC demanded that HeliBlock indemnify it for its losses and attorneys' fees incurred in the defense of the Plaintiffs' Amended Complaint. (HeliBlock's Am. Answer & Countercl. 7.) RIAC had previously executed Grant Assurances with the FAA whereby it agreed to refrain from "denying access to the Airport via unreasonable application of lease provisions." Id. at 11. Nevertheless, when HeliBlock failed to indemnify RIAC, RIAC terminated the lease. Id. at 7. At the time, RIAC was aware that HeliBlock was a small company, but RIAC refused to renew the lease unless and until HeliBlock accepted and agreed to comply with the indemnification clause. Id. at 11.
RIAC subsequently filed a motion to Amend its cross-claim to add additional facts concerning the termination of HeliBlock's lease and to include a Count for declaratory and injunctive relief to prevent HeliBlock from operating its business without a lease. (RIAC's Mem. Supp. Mot. to Am. Cross-cl. 3, May 21, 2021; RIAC's Answer to First Am. Compl. & Am. Cross-cl. Against HeliBlock (RIAC's Answer & Am. Cross-cl.) 11.) This Court granted RIAC's motion to amend its cross-claim on August 2, 2021, and HeliBlock subsequently filed its answer and counterclaim to RIAC's amended cross-claim. See Docket. RIAC's amended cross-claim asserts four Counts-Count I seeks equitable and contractual indemnification; Count II seeks contribution; Count III seeks damages for breach of contract; and Count IV seeks a declaration and a temporary, preliminary, and permanent injunction preventing HeliBlock from operating its helicopter tours without a valid lease. (RIAC's Answer & Am. Cross-cl. 10-11.)
RIAC also filed a motion for a temporary restraining order (TRO) which this Court granted on July 14, 2021. See Order ¶ 1, Aug. 6, 2021 (Taft-Carter J.); RIAC's Mot. for TRO & Prelim. Inj. 1, June 9, 2021. The TRO prevented HeliBlock from conducting air tours out of the Block Island Airport in July, August, and September of 2021 which forced HeliBlock to cease all business operations and sell its remaining assets. (HeliBlock's Am. Answer & Countercl. 8.) However, on September 8, 2021, HeliBlock was permitted to resume its business operations after this Court denied RIAC's request for a preliminary injunction and directed the parties to operate under the terms of the old lease until this matter is resolved. See Bench Decision Tr. 10:13-23, Sept. 8, 2021 (Taft-Carter, J.).
HeliBlock characterizes the temporary restraining order as a "preliminary injunction," but the Court's Order characterizes it as a temporary restraining order, not a preliminary injunction. See Order 1, Aug. 6, 2021 (Taft-Carter, J.).
HeliBlock subsequently filed a "Part 16" complaint with the FAA "alleging that RIAC's attempt to indemnify itself against noise related complaints was a violation of the Grant Assurances that RIAC had given the FAA in consideration of its receipt of Federal funds." (HeliBlock's Am. Answer & Countercl. 8.) RIAC attempted to justify its effort to impose and enforce the indemnification provision by adopting a "Lease Policy" and setting "Minimum Standards" for airport operations. Id. However, RIAC adopted the "Lease Policy" and the "Minimum Standards" without providing the requisite notice as required by the Uniform Aeronautical Regulatory Act. Id. at 9-10. "On May 20, 2022, the FAA determined by written order on the Part 16 complaint that RIAC had violated its Grant Assurances by attempting to enforce the general indemnification clause against [HeliBlock] as a consequence of the civil action initiated by the Block Island plaintiffs against RIAC." Id. at 8.
Immediately after the resolution of the FAA complaint, HeliBlock filed a motion to amend its Answer and Counterclaim for the purpose of adding Counterclaims seeking to recover damages occasioned by RIAC's mid-litigation conduct. See HeliBlock's Mem. Supp. Mot. to Amend Answer & Countercl. 5, July 27, 2022. This Court granted HeliBlock's motion on October 17, 2022, and HeliBlock filed its Amended Answer and Counterclaim on December 1, 2022. See Docket. HeliBlock's Amended Answer and Counterclaim asserts four counts for relief against RIAC. (HeliBlock's Am. Answer & Countercl. 6-15.) Count I is for intentional interference with contractual relations and prospective economic benefit. Id. at 6-8. Count II seeks three declarations:
"[a] That the attempt by RIAC to hold [HeliBlock] liable for any loss, damage or costs arising from aircraft noise complaints by way of the indemnification clause in the so-called "lease" was unlawful under Federal law and that of the State of Rhode Island "[b] That RIAC failed to publish its "Leasing Policy" and "Minimum Standards" and accept public comment in the manner prescribed by the Administrative Procedure Act. "[c] That RIAC's attempts to enforce the indemnification provisions were intentional acts taken for the purpose of destroying [HeliBlock's] business." Id. at 10.
Count III is for malicious abuse of process, and Count IV is for breach of contract. Id. at 11-15.
D
Procedural History
In lieu of answering HeliBlock's Amended Answer and Counterclaim, RIAC filed a Motion for Judgment on the Pleadings as to Counts I and II of Plaintiffs' First Amended Complaint and Count III of its Amended Cross-claim against HeliBlock on December 12, 2022. See Docket. On the same day, it filed its Motion to Dismiss Counts I, III, IV, and paragraphs 32(a) and 32(c) of Count II of HeliBlock's Amended Counterclaim for failure to state a claim. See RIAC's Mem. Supp. Mot. to Dismiss (RIAC's 12(b)(6) Mem.) 1. Plaintiffs filed their Objection to RIAC's Motion for Judgment on the Pleadings on February 15, 2023. (Pls.' Mem. Opp'n RIAC's Mot. for J. on Pleadings (Pls.' Opp'n) 1.) On February 16, 2023, HeliBlock filed its Objection to RIAC's Motion for Judgment on the Pleadings, as well as its Objection to RIAC's Motion to Dismiss for Failure to State a Claim. (HeliBlock's Mem. Opp'n RIAC's Mot. for J. on Pleadings (HeliBlock's 12(c) Opp'n Mem.) 1; HeliBlock's Mem. Opp'n RIAC's Mot. to Dismiss (HeliBlock's 12(b)(6) Opp'n Mem.) 1.)
RIAC subsequently filed its Reply in Further Support of its Motion for Judgment on the Pleadings on Counts I and II of Plaintiffs' First Amended Complaint and its Amended Cross-claims Against HeliBlock and its Reply in Further Support of its Motion to Dismiss for Failure to State a Claim. (RIAC's Reply Supp. its Mot. for J. on Pleadings (RIAC's 12(c) Reply) 1; RIAC's Reply Supp. its Mot. to Dismiss (RIAC's 12(b)(6) Reply) 1.) On March 28, 2023, the Court heard arguments on RIAC's Motion for Judgment on the Pleadings and its Motion to Dismiss for Failure to State a Claim. See Docket. At the hearing, the Court reserved its judgment. Id. Accordingly, RIAC's Motion for Judgment on the Pleadings and its Motion to Dismiss for Failure to State a Claim are now before this Court for disposition.
II
Standards of Review
A
Motion for Judgment on the Pleadings
A motion for judgment on the pleadings filed pursuant to Rule 12(c) of the Superior Court Rules of Civil Procedure allows a trial court to dispose of a case early in the litigation process "when the material facts are not in dispute . . . and only questions of law remain to be decided." Haley v. Town of Lincoln, 611 A.2d 845, 847 (R.I. 1992). When such a motion is filed by a defendant, "[it] is tantamount to a Rule 12(b)(6) motion, and the same test is applicable to both[.]" Collins v. Fairways Condominiums Association, 592 A.2d 147, 148 (R.I. 1991). In contrast, when a 12(c) motion is filed by a plaintiff, "the motion is analogous to a demurrer to the answer in that it tests the legal sufficiency thereof. The plaintiff can succeed with such a motion only if the answer admits the material allegations of the complaint and sets forth no affirmative matter constituting a legal defense." Robert B. Kent et al., Rhode Island Civil Procedure § 12:13 (West 2006).
B
Motion to Dismiss
"[T]he sole function of a motion to dismiss is to test the sufficiency of the complaint." Rhode Island Affiliate, American Civil Liberties Union, Inc. v. Bernasconi, 557 A.2d 1232, 1232 (R.I. 1989). "All that is required is that the complaint give the opposing party fair and adequate notice of the type of claim being asserted." Haley, 611 A.2d at 848. When considering a Rule 12(b)(6) motion to dismiss, the trial justice looks solely to the complaint and assumes that all allegations contained within are true. Pontarelli v. Rhode Island Department of Elementary and Secondary Education, 176 A.3d 472, 476 (R.I. 2018). "'There is, however, a narrow exception for documents the authenticity of which are not disputed by the parties; for official public records; for documents central to plaintiffs' claim; or for documents sufficiently referred to in the complaint.'" Benson v. McKee, 273 A.3d 121, 127 (R.I. 2022) (quoting Chase v. Nationwide Mutual Fire Insurance Co., 160 A.3d 970, 973 (R.I. 2017)). The Court should grant a motion to dismiss only "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." Ellis v. Rhode Island Public Transit Authority, 586 A.2d 1055, 1057 (R.I. 1991). "[B]ut unless amendment could avail the plaintiff nothing, the order of dismissal should usually be with leave to amend." Kent, supra, § 12:9.
III
Analysis
A
RIAC's 12(c) Motion with Respect to Counts I and II of Plaintiffs' Amended Complaint
As an initial matter, this Court must delineate the appropriate scope of its review. In considering RIAC's Motion for Judgment on the Pleadings on Counts I and II of Plaintiffs' First Amended Complaint, this Court is confined to the four corners of Plaintiffs' pleadings and "must assume that all the allegations in plaintiffs' pleadings are true . . . 'resolv[ing] any doubts in [the] plaintiff[s'] favor.'" See Chariho Regional School District v. Gist, 91 A.3d 783, 787-88 (R.I. 2014) (quoting Multi-State Restoration, Inc. v. DWS Properties, LLC, 61 A.3d 414, 416 (R.I. 2013). Therefore, although RIAC has filed several exhibits along with its 12(c) motion, this Court will not consider those exhibits in its review of RIAC's Motion for Judgment on the Pleadings with respect to Counts I and II of Plaintiffs' First Amended Complaint. See id. Instead, this Court will limit itself to the facts contained in Plaintiffs' First Amended Complaint which have been outlined in Section A of Part I. See discussion supra Section I.A.
1
Immunity
RIAC first argues that it is immune from Plaintiffs' common law nuisance claim. (RIAC's 12(c) Mem. 9.) RIAC notes that the question of whether a state agency may be immunized from suit for a private nuisance claim has not been addressed by the Rhode Island Supreme Court. (RIAC's 12(c) Reply 15, 17-18.) RIAC thus urges this Court to "follow the lead of Massachusetts and other courts and find that when a legislature sanctions specific conduct by a public agency, the agency's authorized acts cannot constitute a private nuisance (the 'Massachusetts Rule')." Id. at 15-16 (citing to Hub Theatres, Inc. v. Massachusetts Port Authority, 346 N.E.2d 371 (Mass. 1976)).
Plaintiffs respond by noting that RIAC failed to cite to any Rhode Island authority to support its argument. (Pls.' Opp'n 4.) Plaintiffs contend that in an analogous context, the Rhode Island Supreme Court has determined a zoning regulation cannot immunize a defendant from private nuisance claims because "'[t]o hold otherwise would be tantamount to allowing a regulatory agency to license a nuisance.'" Id. (quoting DeNucci v. Pezza, 114 R.I. 123, 128, 329 A.2d 807, 810 (1974)). Plaintiffs further argue that the "Massachusetts Rule" lauded by RIAC, and articulated in Hub Theatres, Inc., is the minority approach, which is premised on a flawed approach of statutory interpretation. Id. at 12-16.
The analysis to determine whether legislative authorization immunizes a defendant from suit for private nuisance is approached in two different ways: (1) the so-called "Massachusetts Rule" in which the legislative authorization of an action immunizes a defendant from private nuisance claims arising from those acts as long as the authority is not abused or exceeded; and (2) the majority approach in which the legislative authorization of an action immunizes a defendant from public nuisance claims but does not shield a defendant from liability for private nuisance claims. See 58 Am. Jur. 2d Nuisances § 368 (2023 Update); Commerce Oil Refining Corp. v. Miner, 281 F.2d 465, 468 (1st Cir. 1960) (noting that the Massachusetts Rule is the minority approach).
Our Supreme Court has indicated, but has not explicitly held, that Rhode Island follows the latter approach. See State v. Barnes, 20 R.I. 525, 532, 40 A. 374, 376 (1898) (quoting People v. New York Gaslight Co., 64 Barb. 55, 70 (N.Y. Sup. Ct. 1872). Holding that legislative authorization may immunize a defendant for public nuisance claims, the Barnes Court noted "'[i]t may be that private persons can maintain an action for damages . . . but the people are barred, by the act which the legislature have passed . . . .'" Barnes, 20 R.I. at 532, 40 A. at 376 (quoting New York Gaslight Co., 64 Barb. at 70). The Barnes Court also cited favorably to the pre-Hub Theatres, Inc. decision of the Massachusetts Supreme Judicial Court in which the court held that a plaintiff's private nuisance action was not barred by the legislature's authorization of the defendant's activities. See id. at 532, 40 A. at 376 (citing Quinn v. Lowell Electric Light Co., 3 N.E. 200, 201-02 (Mass. 1885)).
Legislative authorization can shield a defendant from liability for public nuisance claims, but not private nuisance claims, because a claim for private nuisance depends on the unreasonableness of the plaintiff's injury, rather than the unreasonableness of the defendant's conduct. See Whaley v. Park City Municipal Corp., 190 P.3d 1, 8-10 (Utah 2008). Accordingly, the state's authorization of such conduct has no bearing on the viability of a private nuisance claim. Id. at 9-10. In contrast, public nuisance depends on whether the defendant's conduct interferes with the interests of the general public, so where the public has already authorized the defendant's conduct through their duly elected officials, the defendant cannot be liable for that conduct. See id. at 7.
The same reasoning applies to the case at bar. The Plaintiffs would not be able to maintain an action for public nuisance because the public has already authorized RIAC's conduct through its duly elected representatives. See Barnes, 20 R.I. at 532, 40 A. at 375; Whaley, 190 P.3d at 7; G.L. 1956 § 1-2-7.1(a) (granting RIAC jurisdiction over state airports). However, RIAC's conduct has no bearing on whether Plaintiffs may maintain a private nuisance claim because their claim is based on the unreasonableness of their injuries. See Weida v. Ferry, 493 A.2d 824, 826 (R.I. 1985); Citizens for Preservation of Waterman Lake v. Davis, 420 A.2d 53, 59 (R.I. 1980); Whaley, 190 P.3d at 9-10. Therefore, the legislative authorization of RIAC's conduct does not bar Plaintiffs' claim for private nuisance because, unlike a public nuisance claim, Plaintiffs' private nuisance claim is not predicated on RIAC's conduct. See Weida, 493 A.2d at 826 ("[A] nuisance claim is predicated upon an unreasonable injury rather than unreasonable conduct."); Whaley, 190 P.3d at 9-10. Accordingly, RIAC's Motion for Judgment on the Pleadings on Count I of Plaintiffs' First Amended Complaint is not granted on that basis.
2
Preemption
RIAC next argues that Plaintiffs' nuisance claim is preempted by federal law because federal law and RIAC's FAA Grant Assurances prohibit RIAC from denying HeliBlock access to the airport, dictating flight frequency, or unilaterally imposing more stringent operational standards. (RIAC's 12(c) Mem. 18.) RIAC contends that the presumption against preemption does not apply here because the field at issue-air transportation and aircraft operations-has been subject to longstanding, pervasive federal regulation. (RIAC's 12(c) Reply 6-9.) As such, RIAC contends that the FAA occupies the field of air safety and flight operations such that Plaintiffs' nuisance claim based on the number of sightseeing flights per hour is preempted. (RIAC's 12(c) Mem. 21-22.)
Additionally, RIAC contends that Congress intended the Airport Noise and Capacity Act of 1990 to eliminate the inconsistent local noise restrictions which should include the present private nuisance claim. (RIAC's 12(c) Reply 11-12.) It thus contends that granting Plaintiffs' requested relief would frustrate Congress's intent by elevating their claims over a uniform national noise policy and regulatory framework. Id. at 13. Alternatively, RIAC argues that federal Grant Assurance 22 preempts Plaintiffs' nuisance claim because granting relief to the Plaintiffs would conflict with RIAC's obligations under Grant Assurance 22. (RIAC's 12(c) Mem. 22-25.)
Plaintiffs argue that RIAC should be judicially estopped from making its preemption argument because when RIAC sought a TRO to deny HeliBlock access to the Block Island Airport, it argued the exact opposite. (Pls.' Opp'n 17-19.) Further, Plaintiffs argue that neither the FAA Grant Assurance 22 nor the Airport Noise and Capacity Act (ANCA) preempt their common-law nuisance claim because there is a long tradition in the state of allowing private nuisance claims. Id. at 20-22. Therefore, Plaintiffs contend that this Court must presume that the relevant federal laws do not preempt the state cause of action unless it was the "clear and manifest purpose of Congress" to do so, which has not been demonstrated here. Id. at 22.
Additionally, Plaintiffs contend that Grant Assurance 22 cannot preempt Plaintiffs' private nuisance claim because, as an exercise of the federal government's spending power, the Grant Assurance only binds the recipient of federal funds, not third parties. Id. at 22-23. Further, Plaintiffs argue that there is no conflict preemption because it is possible for RIAC to comply with both state and federal law regarding airport noise. Id. at 26-27. Finally, Plaintiffs argue that there is no field preemption because a review of the relevant federal statutes does not evince a Congressional intent to occupy the field of noise regulation, but instead evince an intent that private causes of action for noise damages will remain in existence. Id. at 29-31.
In response, RIAC argues that it should not be judicially estopped from arguing preemption because its earlier position that HeliBlock was a trespasser in the Block Island Airport without a lease is not clearly inconsistent with its argument that the FAA Grant Assurances prevent RIAC from denying HeliBlock access to the airport. (RIAC's 12(c) Reply 4-5.)
i
Judicial Estoppel
The doctrine of judicial estoppel is "driven by the important motive of promoting truthfulness and fair dealing in court proceedings." D & H Therapy Associates v. Murray, 821 A.2d 691, 693 (R.I. 2003). "Of utmost importance in determining whether to apply the doctrine of judicial estoppel is whether the 'party seeking to assert an inconsistent position would derive an unfair advantage . . . if not estopped.'" Gaumond v. Trinity Repertory Company, 909 A.2d 512, 519 (R.I. 2006) (quoting New Hampshire v. Maine, 532 U.S. 742, 751 (2001)).
RIAC's current position is consistent with its prior position because it previously argued that 49 U.S.C. § 41713(b)-the preemption provision of the Airport Deregulation Act-did not preempt RIAC's request to restrain HeliBlock from operating out of the Block Island Airport without a lease. See RIAC's Reply to HeliBlock's Obj. to its Mot. to Am. 1-2, June 17, 2021. RIAC argued that its cross-claim was not preempted by 49 U.S.C. § 41713(b) because that provision only applied to interstate air transportation and HeliBlock's operations were contained within Rhode Island. Id. at 2. Now, it is arguing that Plaintiffs' claims are preempted by ANCA and Grant Assurance 22, neither of which are limited in application based on whether an airport's operations are interstate. See 49 U.S.C. §§ 47521-47534; 49 U.S.C. § 47107. Accordingly, RIAC's position that ANCA and Grant Assurance 22 preempt Plaintiffs' nuisance claim is not inconsistent with its previous position, and application of the doctrine of equitable estoppel is not appropriate. See Plainfield Pike Development, LLC v. Victor Anthony Properties, Inc., 160 A.3d 995, 1005 (R.I. 2017).
ii
The Preemption Doctrine
The doctrine of preemption is derived from the Supremacy Clause of the Federal Constitution which provides in pertinent part that "[t]his Constitution, and the Laws of the United States which shall be made in Pursuance thereof . . . shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the Contrary notwithstanding." See U.S. Const. art. VI, cl. 2; Mutual Pharmaceutical Co., Inc. v. Bartlett, 570 U.S. 472, 480-81 (2013). Accordingly, "any state law, however clearly within a State's acknowledged power, which interferes with or is contrary to federal law, must yield." Free v. Bland, 369 U.S. 663, 666 (1962).
Preemption may be expressed or implied. See Fidelity Federal Savings and Loan Association v. de la Cuesta, 458 U.S. 141, 152-53 (1982). Preemption is expressed when the state action is "foreclosed by express language in a congressional enactment . . . ." Lorillard Tobacco Co. v. Reilly, 533 U.S. 525, 541 (2001). Absent express preemption, the United States Supreme Court has recognized two types of implied preemption: (1) field preemption "where the scheme of federal regulation is 'so pervasive as to make reasonable the inference that Congress left no room for the States to supplement it,'" Gade v. National Solid Wastes Management Association, 505 U.S. 88, 98 (1992) (O'Connor, J.) (plurality opinion) (quoting Fidelity Federal Savings and Loan Association, 458 U.S. at 153); and (2) conflict preemption "where 'compliance with both federal and state regulations is a physical impossibility,' or where state law 'stands as an obstacle to the accomplishment and execution of the full purposes and objectives of Congress.'" Id. (internal citations omitted) (quoting Florida Lime & Avocado Growers, Inc. v. Paul, 373 U.S. 132, 142-43 (1963); Hines v. Davidowitz, 312 U.S. 52, 67 (1941)).
"In all pre-emption cases, and particularly in those in which Congress has 'legislated . . . in a field which the States have traditionally occupied,' [the Court] 'start[s] with the assumption that the historic police powers of the States were not to be superseded by the Federal Act unless that was the clear and manifest purpose of Congress.'" Medtronic, Inc. v. Lohr, 518 U.S. 470, 485 (1996) (quoting Rice v. Santa Fe Elevator Corp., 331 U.S. 218, 230 (1947)). "The purpose of Congress is the ultimate touchstone." Retail Clerks International Association, Local 1625, AFL-CIO v. Schermerhorn, 375 U.S. 96, 103 (1963). The Court gleans congressional intent primarily from the language and statutory framework of the federal law in question. See Lohr, 518 U.S. at 486. "Also relevant, however, is the 'structure and purpose of the statute as a whole,' as revealed not only in the text, but through the reviewing court's reasoned understanding of the way in which Congress intended the statute and its surrounding regulatory scheme to affect business, consumers, and the law." Id. (quoting Gade, 505 U.S. at 98).
RIAC argues that the presumption against preemption does not apply to Plaintiffs' claim because the field of aircraft operations has long been subject to longstanding federal regulations. See RIAC's 12(c) Reply 6-9. However, a similar argument was rejected by the Supreme Court in Wyeth v. Levine, 555 U.S. 555, 565 n.3 (2009). In Wyeth, the defendant argued that the presumption against preemption did not apply to a common law tort claim "because the Federal Government has regulated drug labeling for more than a century." Id. The Court rejected this argument because the presumption against preemption is employed out of respect for the sovereignty of the states. Id. Therefore, the application of the presumption against preemption depends on whether the states have historically occupied a field, rather than "the absence of [historical] federal regulation." Id. Therefore, RIAC's argument that the presumption against preemption does not apply is unavailing because the Court must look to whether the state has historically occupied the field of private nuisance claims, without regard to how long the federal government has also regulated that field. See id. Here, it is evident that the states historically have had the power to enjoin and award damages to abate noise nuisances. See Blomen v. N. Barstow Co., 35 R.I. 198, 211, 85 A. 924, 929 (1913). Accordingly, even though the federal government also has a history of regulating aircraft noise, the presumption against preemption applies. See Wyeth, 555 U.S. at 565 n.3.
The preemption doctrine applies equally to common law causes of action as it does to state statutes. See Geier v. American Honda Motor Co., Inc., 529 U.S. 861, 869 (2000). Federal law may preempt a state common law nuisance claim when, if the state court were to grant the full amount of the plaintiff's requested relief, the court's order would conflict with the relevant federal law. See International Paper Co. v. Ouellette, 479 U.S. 481, 495 (1987).
Here, Plaintiffs have requested injunctive relief, enjoining and restraining RIAC from "allowing [HeliBlock to operate] aerial helicopter tours and charter flights out of the Block Island Airport in a manner constituting a nuisance . . . ." (Am. Compl. 7.) The Plaintiffs have also requested damages "for the offense, annoyance and inconvenience suffered by them, as aforesaid, as well as the diminution in value of their respective properties . . . ." Id. Accordingly, the Court must determine whether, if this Court grants Plaintiffs full relief, the order will be preempted by: (1) the FAA's occupation of the field of aircraft operation; (2) ANCA; or (3) Grant Assurance 22. See International Paper Co., 479 U.S. at 495.
a
History of the Federal Regulation of Aircraft Noise
Before addressing RIAC's field preemption and conflict preemption arguments, it is appropriate to briefly review the history of the federal regulation of aircraft noise in order to identify the "the 'purpose of Congress.'" See Wyeth v. Levine, 555 U.S. 555, 566 (2009).
In the early 20th century, Congress predominantly left the control of airports to state and local governments. See Air Commerce Act of 1926, ch. 344 § 5, 44 Stat. 568, 570 (1926) (granting jurisdiction over airports and landing fields to municipalities); Civil Aeronautics Act of 1938, ch. 601 § 205, 52 Stat. 973, 984 (1938) (providing that the Civil Aeronautics Authority had the power to confer and cooperate with State aeronautical agencies on issues of aircraft safety arising under the act). However, in 1958, Congress passed the Federal Aviation Act which established the FAA and the federal government's exclusive authority to regulate the use of navigable airspace. See Federal Aviation Act of 1958, Pub. L. No. 85-726, §§ 102-103, 72 Stat. 731, 731, 740 (1958); City of Burbank v. Lockheed Air Terminal Inc., 411 U.S. 624, 626-27 (1973). The FAA did not begin to regulate aircraft noise until Congress amended the Federal Aviation Act in 1968 and directed the FAA to develop standards for measuring aircraft noise. See An Act to Amend the Federal Aviation Act of 1958 to Require Aircraft Noise Abatement Regulation, and for other purposes, Pub. L. No. 90-411, § 611, 82 Stat. 395, 395 (1968).
Congress further amended the Federal Aviation Act in 1972 by passing the Noise Control Act. See Noise Control Act of 1972, Pub. L. No. 92-574, 86 Stat. 1234 (1972). The Noise Control Act directed the Environmental Protection Agency to propose additional measures for controlling aircraft noise and instructed the FAA to "prescribe and amend standards for the measurement of aircraft noise . . . ." Id. § 7(b). Interpreting this amendment to the Federal Aviation Act, the United States Supreme Court found that any local attempts to control aircraft noise were preempted by federal law. See City of Burbank, 411 U.S. at 624-654. The Court recognized that control of noise is a "deep-seated . . . police power of the States[;]" however, because Congress vested the FAA and the EPA with pervasive control over the regulation of aircraft noise in the Noise Control Act, there was no room for local control. Id. at 638. An important exception to the otherwise pervasive federal control over aircraft noise regulations is the proprietor exception. See id. at 635 n.12.
The proprietor exception is the "complementary though more 'limited role for local airport proprietors in regulating noise levels at their airports.'" National Helicopter Corp. of America v. City of New York, 137 F.3d 81, 88 (2d Cir. 1998) (quoting City and County of San Francisco v. Federal Aviation Administration, 942 F.2d 1391, 1394 (9th Cir. 1991)). Therefore, although any state regulation of aircraft noise had been preempted by the Noise Control Act, airport proprietors remained free to "promulgate 'reasonable, nonarbitrary and non-discriminatory' regulations of noise and other environmental concerns at the local level," after the City of Burbank decision. See id. (quoting British Airways Board v. Port Authority of New York, 558 F.2d 75, 84 (2d Cir. 1977)).
In 1980, Congress enacted the Aviation Safety and Noise Abatement Act to further reduce aircraft noise. See Aviation Safety and Noise Abatement Act of 1979, Pub. L. No. 96-193, 94 Stat. 50 (1980) (current version at 49 U.S.C. §§ 47501-57511). The act established a system for voluntary noise compatibility planning. See generally id. Airport proprietors were authorized to prepare noise exposure maps plotting the land uses surrounding their airports which were not compatible with aircraft noise and to develop noise compatibility programs based on that map. See id. § 103. The Secretary of Transportation could then approve and apportion funds for local noise compatibility programs. Id. § 104. Under this program, the noise exposure map could not be "admitted as evidence, or used for any other purpose, in any suit or action seeking damages or other relief for the noise that results from the operation of an airport." Id. § 106. Additionally, property owners could not "recover damages with respect to the noise attributable to such airport if such person had actual or constructive knowledge of the existence of such noise exposure map," unless they could show subsequent changes to the airport's operation. See id. § 107.
In 1990, Congress passed ANCA. See Airport Noise and Capacity Act of 1990, Pub. L. No. 101-508, 104 Stat. 1388-378 (1990) (current version at 49 U.S.C. §§ 47521-47534). Before the act's passage, courts routinely held that common law nuisance claims brought against airport proprietors were not preempted by the federal scheme of aircraft noise regulation by relying on the proprietor exception. See Greater Westchester Homeowners Association v. City of Los Angeles, 603 P.2d 1329, 1334-36 (Cal. 1979); Krueger v. Mitchell, 332 N.W.2d 733, 739 (Wis. 1983) (collecting cases). In passing ANCA, Congress found that "community noise concerns have led to uncoordinated and inconsistent restrictions on aviation which could impede the national air transportation system," and that "a noise policy must be implemented at the national level." Airport Noise and Capacity Act of 1990 § 9302. Pursuant to this directive, Congress instructed the Secretary of Transportation to issue regulations establishing a national aviation noise policy and to transmit recommendations to Congress on a number of matters relating to the national aviation noise policy, including:
"(1) the need for changes in the standards and procedures which govern the rights of State and local governments (including airport authorities) to restrict aircraft operations for the purpose of limiting aircraft noise; [and]
"(2) the need for changes in the standards and procedures which govern law suits by persons adversely affected by aircraft noise[.]" Id. § 9303(c).
In response, the FAA promulgated 14 C.F.R. §§ 161.1-161.505, which together with ANCA dictates how airport proprietors may impose aircraft noise and access restrictions on Stage 2 and Stage 3 aircrafts after October 1, 1990. See 14 C.F.R. § 161.1; 49 U.S.C. § 47524.
Stage 2 aircraft means "an aircraft that has been shown to comply with the Stage 2 requirements under 14 CFR part 36," and Stage 3 aircraft means "an aircraft that has been shown to comply with the Stage 3 requirements under 14 CFR part 36." See 14 C.F.R. § 161.5. Part 36 sets out certain noise levels that Stage 2 and Stage 3 aircraft are required to meet. See 14 C.F.R. § 36.1(h). Stage 2 aircraft are older and noisier, and Stage 3 aircraft are newer and quieter. See id.
Noise and access restrictions under ANCA are "restrictions (including but not limited to provisions of ordinances and leases) affecting access or noise that affect the operations of Stage 2 or Stage 3 aircraft . . . ." 14 C.F.R. § 161.5. ANCA does not apply to "[o]ther noise abatement procedures, such as taxiing and engine runups . . . unless the procedures imposed limit the total number of Stage 2 or Stage 3 aircraft operations, or limit the hours of Stage 2 or Stage 3 aircraft operations, at the airport." See 14 C.F.R. § 161.7(a). Accordingly, an airport proprietor may only impose such noise and access restrictions upon Stage 2 aircraft without FAA approval if they follow strict procedural requirements. See 49 U.S.C. § 47524; 14 C.F.R. §§ 161.201-161.213.
Specifically, in order to impose a noise restriction on Stage 2 aircraft, the proprietor must publish notice of the proposed restriction, prepare an analysis on the proposed restriction, and invite interested parties to comment on the proposed restriction. See 14 C.F.R. §§ 161.203, 161.205, 161.207; 49 U.S.C. § 47524(b). Airport proprietors are even more constrained when imposing noise and access restrictions on Stage 3 aircraft. See 49 U.S.C. § 47524(c); 14 C.F.R. §§ 161.301-161.325. To impose noise and access restrictions on Stage 3 aircraft, an airport proprietor must obtain approval from the FAA. See 49 U.S.C. § 47524(c); 14 C.F.R. § 161.301(c). Alternatively, airport proprietors may impose noise and access restrictions on Stage 3 aircraft by agreement between an airport proprietor and all aircraft operators affected by a proposed restriction. See 14 C.F.R. §§ 161.101-161.113. Since the enactment of ANCA, courts have found that any attempt by an airport proprietor to impose a noise and access restriction on Stage 2 or 3 aircraft without strictly following the procedural requirements of ANCA is preempted by federal law. See Friends of the East Hampton Airport, Inc. v. Town of East Hampton, 841 F.3d 133, 151-52 (2d Cir. 2016) (noise restriction preempted for failure to comply with ANCA); National Business Aviation Association, Inc. v. City of Naples Airport Authority, 162 F.Supp.2d 1343, 1352-54 (M.D. Fl. 2001) (noise restriction not preempted because it complied with ANCA).
b
Field Preemption
Congressional intent to occupy a field may be found when it enacted a "'scheme of federal regulation so pervasive as to make reasonable the inference that Congress left no room to supplement it . . . .'" Pacific Gas and Electric Co. v. State Energy Resources Conservation & Development Commission, 461 U.S. 190, 203-04 (1983) (quoting Rice, 331 U.S. at 230).
Here, although Congress has adopted a scheme of federal regulations so pervasive that federal law preempts any state control of aircraft noise, there is a limited exception for airport proprietors. See City of Burbank, 411 U.S. at 625, 638; 49 U.S.C. § 47524; 14 C.F.R. §§ 161.101- 161.325. The proprietor exception has been whittled down over the years. See 49 U.S.C. § 47524; 14 C.F.R. §§ 161.101-161.325. However, even under ANCA, Congress explicitly carved out a role for airport proprietors when it permitted airport proprietors to implement noise restrictions on Stage 2 and Stage 3 aircraft as long as certain prerequisites were met. See 49 U.S.C. § 47523. Accordingly, it is not reasonable to infer that Congress "left no room to supplement it" in the field of aircraft noise regulation because, under ANCA, Congress has left room for airport proprietors to act, albeit with certain restrictions. See Pacific Gas and Electric Co., 461 U.S. at 203-04; 49 U.S.C. § 47523.
c
Impossibility Preemption
When determining whether there will be a conflict between granting a plaintiff's requested relief and federal law, "[t]he question for 'impossibility' is whether the [defendant] could independently do under federal law what [the plaintiff's] state law [claim] requires of it." PLIVA, Inc. v. Mensing, 564 U.S. 604, 620 (2011). Accordingly, where the defendant could independently comply with the plaintiff's requested relief without seeking prior approval from a federal agency, it is not impossible for the defendant to comply with both the federal and state requirements. See Wyeth, 555 U.S. at 573. In contrast, where it is possible for the defendant to comply with the plaintiff's requested relief, but they would have to first gain approval from third parties or a federal agency, the plaintiff's claim is preempted. See PLIVA, Inc., 564 U.S. at 621.
Here, assuming the helicopters in question are Stage 2 aircraft, it would not be impossible for RIAC to comply with Plaintiffs' requested relief and ANCA because RIAC may unilaterally impose restrictions on Stage 2 aircraft without seeking prior approval from the FAA. See 49 U.S.C. § 47524(b); 14 C.F.R. §§ 161.201-161.213. To do so, RIAC must follow strict notice procedures and prepare a report analyzing the costs and benefits of the proposed restriction. See 49 U.S.C. § 47524(b); 14 C.F.R. §§ 161.201-161.213. However, as long as RIAC complies with ANCA's procedural requirements, it may pass noise restrictions on Stage 2 aircraft without further oversight. See 49 U.S.C. § 47524(b); 14 C.F.R. §§ 161.201-161.213; National Business Aviation Association, Inc., 162 F.Supp.2d at 1352-54. Accordingly, at this stage of the ligation, the Court cannot determine, beyond a reasonable doubt, that Plaintiffs will not be entitled to their requested relief due to impossibility preemption. See Chariho Regional School District, 91 A.3d at 787; 49 U.S.C. § 47524(b).
At this stage in the litigation, it is unclear whether the helicopters in question are Stage 2 or Stage 3 aircraft. See Am. Compl. ¶¶ 1-49. Regardless, the parties do not dispute that ANCA is applicable to the helicopters in question, see generally RIAC's 12(c) Mem.; Pls.' Opp'n, so resolving any doubt in the favor of the Plaintiffs, the Court will assume for the sake of this analysis that the helicopters in question are Stage 2 aircraft, the less stringently regulated aircraft. See Chariho Regional School District v. Gist, 91 A.3d 783, 788 (R.I. 2014).
d
Obstacle Preemption
A plaintiff's cause of action may also be preempted if it "'stands as an obstacle to the accomplishment and execution of the full purposes and objectives of Congress.'" International Paper Co., 479 U.S. at 492 (quoting Hillsborough County v. Automated Medical Laboratories, Inc., 471 U.S. 707, 713 (1985)). "What is a sufficient obstacle is a matter of judgment, to be informed by examining the federal statute as a whole and identifying its purpose and intended effects[.]" Crosby v. National Foreign Trade Council, 530 U.S. 363, 373 (2000). "If the purpose of the act cannot otherwise be accomplished-if its operation within its chosen field else must be frustrated and its provisions be refused their natural effect-the state law must yield to the regulation of Congress within the sphere of its delegated power." Savage v. Jones, 225 U.S. 501, 533 (1912).
Here, the text of ANCA and its legislative history demonstrate that it was intended to remove the uncoordinated and inconsistent restrictions on aviation that resulted from the scattered, local approach to aircraft noise restrictions prior to ANCA. See 49 U.S.C. § 47521; 136 Cong. Rec. 25,376 (1990) (statement of Senator Ford).
Specifically, in enacting the statute, Congress found that:
"(1) aviation noise management is crucial to the continued increase in airport capacity;
"(2) community noise concerns have led to uncoordinated and inconsistent restrictions on aviation that could impede the national air transportation system;
"(3) a noise policy must be carried out at the national level[.]" 49 U.S.C. § 47521.
In response to those findings, Congress restricted the manner in which local airport proprietors could implement noise restrictions. See 49 U.S.C. § 47524.
Statements by Senator Wendell Ford, ANCA's sponsor, further underscore the statute's stated purpose. See 136 Cong. Rec. 25,376-77 (1990); see also Crosby, 530 U.S. at 375 & n.9 (relying on a bill sponsor's statements to underscore and clarify Congressional intent). Senator Ford noted that "[a]irports are now telling the airlines what kind of aircraft they can fly as a method of regulating noise. Some airports have enforced restrictions on the type of aircraft, the number of operations and the time of day for operations." Id. at 25,376. He identified these restrictions by airport proprietors as a "patchwork quilt of local noise restrictions" which impedes the development of airport and airway capacity. Id. He further identified the problem that citizens are continuing to build housing near airports which will result in an "even greater call for noise restrictions. The solution is to establish a National Noise Policy." Id.
If this Court were to grant Plaintiffs' requested relief and order RIAC to restrain HeliBlock from operating in a manner that constitutes a nuisance, this Court would be ordering RIAC to impose a noise restriction based solely on the private interests of the Plaintiffs rather than the considerations outlined in the national noise policy. See Am. Compl. 7. Such relief would result in the very "uncoordinated and inconsistent restrictions on aviation" that ANCA was concerned with eliminating. See 49 U.S.C. § 47521(2). As such, Plaintiffs' nuisance claim is an obstacle to the accomplishment of the federal goal of creating a coordinated and consistent approach to aircraft noise restraints. See Geier, 529 U.S. at 881.
Moreover, while ANCA permits RIAC to implement noise restrictions on Stage 2 aircraft without FAA authorization, if RIAC were ordered to do so by this Court, such an order would interfere with Congress's elaborate system for passing Stage 2 noise restrictions. See International Paper Co., 479 U.S. at 497. In order to implement a Stage 2 noise restriction, the airport proprietor must prepare the following and make it available for public comment:
"(1) An analysis of the anticipated or actual costs and benefits of the proposed noise or access restriction;
"(2) A description of alternative restrictions; and
"(3) A description of the alternative measures considered that do not involve aircraft restrictions, and a comparison of the costs and benefits of such alternative measures to costs and benefits of the proposed noise or access restriction." 14 C.F.R. § 161.205(a).
Additionally, in preparing their analysis, the airport proprietor must use the noise measurement systems and airport noise study area prescribed under appendix A of 14 CFR part 150. See 14 C.F.R. §§ 161.205(b), 161.9, 161.11. The airport proprietor must then publish this report, along with a general notice of the proposed restriction, at least 180 days prior to the effective date of the restriction. The public notice must further include:
"(1) The name of the airport and associated cities and states;
"(2) A clear, concise description of the proposed restriction, including a statement that it will be a mandatory Stage 2 restriction, and where the complete text of the restriction, and any sanctions for noncompliance, are available for public inspection;
"(3) A brief discussion of the specific need for, and goal of, the restriction;
"(4) Identification of the operators and the types of aircraft expected to be affected;
"(5) The proposed effective date of the restriction, the proposed method of implementation (e.g., city ordinance, airport rule, lease), and any proposed enforcement mechanism;
"(6) An analysis of the proposed restriction, as required by § 161.205 of this subpart, or an announcement of where the analysis is available for public inspection;
"(7) An invitation to comment on the proposed restriction and analysis, with a minimum 45-day comment period;
"(8) Information on how to request copies of the complete text of the proposed restriction, including any sanctions for noncompliance, and the analysis (if not included with the notice); and
"(9) The address for submitting comments to the airport operator, including identification of a contact person at the airport." 14 C.F.R. § 161.203(c).
The airport proprietor must also establish a public docket or similar method for receiving public comment on the proposed restriction. See 14 C.F.R. § 161.207. Finally, if after consideration of the costs and benefits of the proposed restriction and the elicited public comments, the airport proprietor decides not to implement the restriction, it must notify all interested parties. See 14 C.F.R. § 161.213.
This elaborate system for implementing Stage 2 noise restriction demonstrates a Congressional intent for airport proprietors to only implement Stage 2 noise restrictions after careful consideration of the costs, benefits, alternatives, and public comments on the proposed restriction. See 49 U.S.C. § 47524(b); 14 C.F.R. §§ 161.201-161.213. If this Court were to order RIAC to enjoin HeliBlock from operating in a manner that constitutes a nuisance simply because it is "annoy[ing] and inconvenien[t]" to the Plaintiffs, the Court's order would fly in the face of ANCA's carefully defined process for implementing Stage 2 noise restrictions. See Am. Compl. 7. It is true that there is nothing in ANCA that prohibits RIAC from ignoring these considerations in making its final decision, but the clear intent of the Act was that RIAC at least consider these factors. See 49 U.S.C. § 47524; 14 C.F.R. §§ 161.201-161.213. "It would be extraordinary for Congress, after devising a [regulator scheme] system that sets clear standards, to tolerate common-law suits that have the potential to undermine this regulatory structure." See International Paper Co., 479 U.S. at 497. As such, Plaintiffs' nuisance claim is preempted by ANCA because if this Court were to grant their requested relief and order RIAC to restrain HeliBlock from operating in a manner that constitutes a nuisance, such an order would "stand[] as an obstacle to the accomplishment and execution of the full purposes and objectives of Congress," in passing ANCA. See id. at 492 (quoting Hillsborough County, 471 U.S. at 713).
Plaintiffs' argument that ANCA and the Aviation Safety and Noise Abatement Act expressly contemplate the survival of Plaintiffs' private nuisance claim does not persuade a contrary result. (Pls.' Opp'n 28-30.) First, it is evident that § 47527 of ANCA, "shifts liability for 'noise damages' from local airport proprietors to the federal government when 'a taking has occurred as a direct result of the [FAA's] disapproval' of a proposed restriction." Friends of the East Hampton Airport, Inc., 841 F.3d at 149 (quoting 49 U.S.C. § 47527). However, the statute explicitly states that this assumption of liability will occur when "a taking has occurred," so the statute only evinces a Congressional intent that private claims for inverse condemnation will survive the passage of ANCA. See 49 U.S.C. § 47527. Claims for inverse condemnation are constitutional claims, so they cannot be preempted by federal statute or regulation. See Greater Westchester Homeowners Association, 603 P.2d at 1339 (Bird, C.J. concurring).
Plaintiffs' reliance on the provisions of the Aviation Safety and Noise Abatement Act which limit damages recoverable for aircraft noise and prohibit the use of noise exposure maps in litigation is similarly unavailing because such provisions simply reveal an intention that certain private claims for damages survive the passage of the Aviation Safety and Noise Abatement Act. See Pls.' Opp'n 28-30; 49 U.S.C. §§ 47506-47507. Those provisions do not demonstrate a Congressional intent for state nuisance claims to remain viable after the passage of ANCA because the limitation on damages and the prohibition on the use of noise exposure maps as evidence could simply apply to inverse condemnation claims which cannot be preempted by federal law. See 49 U.S.C. §§ 47506-47507; Greater Westchester Homeowners Association v. City of Los Angeles, 603 P.2d 1329, 1339 (Cal. 1979) (Bird, C.J. concurring).
Finally, while Plaintiffs argued that this Court could order RIAC to engage in nuisance abating measures that are not covered by ANCA, the measures taken by RIAC to abate the nuisance alleged by Plaintiffs would necessarily fall under the scope of ANCA. See 14 C.F.R. § 161.7. ANCA does not apply to "noise abatement procedures, such as taxiing and engine runups . . . unless the procedures imposed limit the total number of Stage 2 or Stage 3 aircraft operations, or limit the hours of Stage 2 or Stage 3 aircraft operations, at the airport." Id. (emphasis added). Plaintiffs alleged that the nuisance results from "numerous and frequent takeoffs, landings, and periods of interim idling between [helicopter] tours . . . ." See Am. Compl. ¶ 29. Accordingly, any possible relief that this Court could grant to abate the nuisance would be covered by ANCA because it would "limit the total number of Stage 2 or Stage 3 aircraft operations, or limit the hours of Stage 2 or Stage 3 aircraft operations, at the airport." 14 C.F.R. § 161.7(a).
For the foregoing reasons, Count I of Plaintiffs' Amended Complaint is preempted by federal law because it poses an obstacle to the "accomplishment and execution of the full purposes and objectives of Congress" in enacting ANCA. See International Paper Co., 479 U.S. at 492 (internal quotation omitted). Having found Plaintiffs' claim preempted under the doctrine of obstacle preemption, the Court need not, and will not, decide whether Plaintiffs' claims could be preempted by the federal government's exercise of its spending power and RIAC's agreement to abide by Grant Assurance 22. See State v. Berberian, 80 R.I. 444, 445, 98 A.2d 270, 270-71 (1953) ("[T]his court will not decide a constitutional question raised on the record when it is clear that the case before it can be decided on another point and that the determination of such [a] question is not indispensably necessary for the disposition of the case.") Accordingly, RIAC's Motion for Judgment on the Pleadings on Count I of Plaintiffs' First Amended Complaint is granted.
3
Inverse Condemnation
RIAC next argues that it is entitled to judgment on the pleadings on Count II of Plaintiffs' Amended Complaint for inverse condemnation because Plaintiffs have not alleged a physical deprivation or a serious impairment of all or most of their interest in any part of their property. (RIAC's 12(c) Mem. 25-27.) In response, Plaintiffs argue this Court should not dismiss their claim for inverse condemnation because RIAC misapplies the applicable standard of review by failing to demonstrate that Plaintiffs cannot possibly succeed on their inverse condemnation claim. (Pls.' Opp'n 35-36.)
Article 1, section 16 of the Rhode Island Constitution states that "[p]rivate property shall not be taken for public uses, without just compensation." R.I. Const. art. 1, § 16. Where the government has taken private property, without formally exercising its power of eminent domain, a plaintiff may bring an inverse condemnation action to recover the value of the taken property. See E & J Inc. v. Redevelopment Agency of Woonsocket, 122 R.I. 288, 290 n.1, 405 A.2d 1187, 1189 n.1 (1979). "The inverse-condemnation cause of action provides landowners with a means of seeking redress for governmental intrusions that, if performed by private citizens, would warrant analysis under the law of trespass." Harris v. Town of Lincoln, 668 A.2d 321, 327 (R.I. 1995). "A plaintiff need not prove actual deprivation of possession but merely serious impairment of the use and enjoyment of property." Id.
If Plaintiffs had simply alleged the depreciation of their property values, then their inverse condemnation claim would have to be dismissed. See E & J Inc., 122 R.I. at 294, 405 A.2d at 1191. However, Plaintiffs have also alleged that their enjoyment of their properties has been substantially impaired by the operation of helicopter aerial tours and charter flights out of the Block Island Airport. See Am. Compl. ¶¶ 45-49. Further, Plaintiffs may be able to prove that RIAC's intrusions would amount to trespass if performed by a private citizen because Plaintiffs may be able to show that HeliBlock's operations intrude on their airspace. See Harris, 668 A.2d at 327; Griggs v. Allegheny County, Pennsylvania, 369 U.S. 84, 87-90 (1962) (finding that an airport proprietor took air easements over the plaintiff's property when it operated regular and low flights over the plaintiff's property such that the noise interfered with enjoyable use of the plaintiff's property). Accordingly, under "any set of conceivable facts that could be proven in support of [their] claims," it is possible for Plaintiffs to succeed on their inverse condemnation claim based on the taking of an avigation easement over their properties. See Montaquila v. Flagstar Bank, FSB, 288 A.3d 967, 971 (R.I. 2023); Harris, 668 A.2d at 327; Griggs, 369 U.S. at 89-90. Therefore, RIAC's motion for judgment on the pleadings on Count II of Plaintiffs' Complaint is denied.
B
RIAC's 12(c) Motion on Count III of its Amended Cross-claims Against HeliBlock
This Court must first delineate the scope of its review and address the appropriateness of RIAC's Motion for Judgment on the Pleadings on Count III of its Amended Cross-claim. While judgment on the pleadings is ordinarily appropriate only where the defendant's answer "admits the material allegations of the complaint and sets forth no affirmative matter constituting a legal defense[,]" see Kent, supra, § 12:13, the Court may still consider RIAC's motion because it is asking the Court to rule on an issue of law-the interpretation of the Lease Agreement-under the undisputed facts. See Houle v. Liberty Insurance Corp., 271 A.3d 591, 593 (R.I. 2022) (quoting Premier Home Restoration, LLC v. Federal National Mortgage Association, 245 A.3d 745, 748 (R.I. 2021)) ("Pursuant to Rule 12(c) of the Superior Court Rules of Civil Procedure, a hearing justice may 'dispos[e] of a case early in the litigation process when the material facts are not in dispute after the pleadings have been closed and only questions of law remain to be decided.'").
In ruling on RIAC's motion, the Court will take "all well-pleaded facts in the light most favorable to [HeliBlock] and draw all reasonable inferences in [HeliBlock's] favor." Najas Realty, LLC v. Seekonk Water District, 821 F.3d 134, 140 (1st Cir. 2016); Heal v. Heal, 762 A.2d 463, 466-67 (R.I. 2000) ("[W]here the Federal rule and our state rule are substantially similar, we will look to the Federal courts for guidance or interpretation of our own rule."). The Court will limit its review to the facts contained in the pleadings, the documents incorporated therein, and the documents which fall under one of the narrow exceptions to the general rule that the "court may not consider any documents that are outside of the [pleading], or not expressly incorporated therein . . . ." See Chase, 160 A.3d at 973. As such, the Court will limit its review of RIAC's Motion for Judgment on the Pleadings on Count III of its Cross-claim to the facts contained with HeliBlock's Answer to RIAC's Amended Cross-claims and the Lease Agreement which are outlined in Section B of Part I. See discussion supra Section I.B.
While the Court may not consider the majority of RIAC and HeliBlock's exhibits, the Court may consider RIAC's Exhibit B because it is the Lease Agreement upon which RIAC's Cross-claims for Indemnification, Contribution, and Breach of Contract are based. See RIAC's Answer & Am. Cross-cl. 9-11; Mokwenyei v. Rhode Island Hospital, 198 A.3d 17, 22 (R.I. 2018). The Lease Agreement is quoted and otherwise referenced throughout RIAC's Cross-claim, and HeliBlock does not dispute the authenticity of the Lease Agreement. See RIAC's Answer & Am. Cross-Cl. 9-11; see generally, HeliBlock's 12(c) Opp'n Mem. Therefore, the Lease Agreement is a document referred to in the Cross-claim and upon which RIAC's Amended Cross-claim is expressly linked. See EDC Investment, LLC v. UTGR, Inc., 275 A.3d 537, 543 (R.I. 2022).
1
The Duty to Defend and Indemnify
RIAC argues that under the unequivocal terms of the Lease Agreement, HeliBlock must defend and indemnity RIAC "for any claims arising out of its acts on or about the Airport," which includes Plaintiffs' nuisance and inverse condemnation claims. (RIAC's 12(c) Mem. 28.) RIAC urges the Court to determine whether HeliBlock has a duty to defend under the so-called "pleadings test." Id. at 31. RIAC acknowledges that the duty to defend most often arises in the insurance context, but nevertheless contends that under Rhode Island law the pleadings test also applies to non-insurance cases, citing to Manning v. New England Power Co., No. PC-98-5091, 2004 WL 3190204, at *3 (R.I. Super. Dec. 22, 2004). (RIAC's 12(c) Mem. 31 & n.9.) RIAC contends that the indemnity provision is enforceable and promotes public policy because contracting parties can make as good a deal or as bad a deal as they see fit. Id. at 34.
In response, HeliBlock first urges the Court to interpret the indemnification clause by construing HeliBlock's indemnification obligations in conjunction with HeliBlock's insurance obligations under the Lease Agreement. (HeliBlock's 12(c) Opp'n Mem. 6-8.) HeliBlock contends that it is unreasonable to conclude that HeliBlock would agree to indemnify RIAC for costs which are not covered by its insurance policy. Id. at 7-8. HeliBlock next argues that RIAC cannot rely on the general indemnity language in the Lease Agreement to support its interpretation because, unlike other areas of contract law, indemnification clauses are strictly construed. Id. at 8. Therefore, HeliBlock contends that the lack of specificity in the Lease Agreement is fatal to RIAC's indemnity claims. Id. at 9. Lastly, HeliBlock clarifies that it is not seeking to avoid indemnification based on policy grounds as RIAC appears to argue. Id. at 10.
Under Rhode Island law, the duty to defend is broader than the duty to indemnify, and a court may find that an insurer has a duty to defend regardless of the eventual liability of the indemnitee. See Mellow v. Medical Malpractice Joint Underwriting Association of Rhode Island, 567 A.2d 367, 368 (R.I. 1989). Therefore, Rhode Island courts apply the pleadings test to determine whether an insurer has a duty to defend. Peerless Insurance Co. v. Viegas, 667 A.2d 785, 787 (R.I. 1995).
Under this test, an insurer has a duty to defend "when a complaint contains a statement of facts which bring the case within or potentially within the risk coverage of the policy[.]" Employers' Fire Insurance Co. v. Beals, 103 R.I. 623, 632, 240 A.2d 397, 403 (1968), abrogated on other grounds, Peerless Insurance Co., 667 A.2d at 789 (emphasis added). Additionally, "any doubts as to the adequacy of the pleadings to encompass an occurrence within the coverage of the policy are resolved against the insurer and in favor of its insured." Id. Nevertheless, with the exception of one Superior Court case which is not binding on this Court, see Manning, 2004 WL 3190204, at *3, the pleadings test has never been applied in a non-insurance context in this jurisdiction. See e.g., Mellow, 567 A.2d at 368; Employers' Fire Insurance Co., 103 R.I. at 632, 240 A.2d at 402-03, abrogated on other grounds, Peerless Insurance Co., 667 A.2d at 787, 789; American Commerce Insurance Co. v. Porto, 811 A.2d 1185, 1191 (R.I. 2002); Shelby Insurance Co. v. Northeast Structures, Inc., 767 A.2d 75, 76 (R.I. 2001); Allstate Insurance Co. v. Russo, 641 A.2d 1304, 1306 (R.I. 1994).
Other jurisdictions have refused to apply the pleadings test in the non-insurance context. See Ervin v. Sears, Roebuck and Co., 469 N.E.2d 243, 249-50 (Ill.App.Ct. 1984); see also Bryde v. CVS Pharmacy, 61 A.D.3d 907, 909 (N.Y. App. Ct. 2009) (in the non-insurance context, an indemnitor's duty to defend is no broader than its duty to indemnify). Courts have reasoned that the duty to defend is the fundamental obligation of an insurance contract, unlike in the non-insurance context where the duty to defend is incidental to the main purpose of the agreement. See Ervin, 469 N.E.2d at 249. Further, insurance contracts are liberally construed in favor of the insured while non-insurance indemnity agreements are strictly construed, so it "would do violence to the rule of strict construction" typically applied to indemnity agreements to interpret a non-insurance duty to defend under the pleadings test. See id. As such, other jurisdictions have found that in the non-insurance context, the duty to defend should be interpreted like any other contractual indemnification clause. See United Rentals Highway Technologies, Inc. v. Wells Cargo, Inc., 289 P.3d 221, 228 (Nev. 2012); Tateosian v. State, 945 A.2d 833, 837-38 (Vt. 2007); Cottman Avenue PRP Group v. AMEC Foster Wheeler Environmental Infrastructure Inc., 439 F.Supp.3d 407, 441 (E.D. Pa. 2020).
Here, the Court is being asked to consider the defense obligations of a non-insurer under a Lease Agreement. See RIAC's 12(c) Mem. 37. While RIAC has urged the Court to apply the pleadings test, the duty to defend provision in the Lease Agreement is more akin to an indemnity agreement than an insurance policy. See Ervin, 469 N.E.2d at 249. The defense obligations of HeliBlock contained within this agreement are only incidental to the primary purpose of the agreement, which is to lease space at the Block Island Airport. See generally, Lease Agreement. Additionally, it would be inconsistent with the rules of strict construction-that Rhode Island Courts routinely apply to non-insurer indemnity agreements-to require HeliBlock to defend based on whether the allegations contained in the Complaint could potentially bring the Plaintiffs' complaint within the coverage of the duty to defend provision. See Sangermano v. Roger Williams Realty Corp., 22 A.3d 376, 377 (R.I. 2011). Finally, it would be directly contrary to the rule of strict construction to "[resolve] any doubts as to the adequacy of the pleadings . . . against the [indemnitor] and in favor of [the indemnitee]." Cf. id., with Employers' Fire Insurance Co., 103 R.I. at 632, 240 A.2d at 403, abrogated on other grounds, Peerless Insurance Co., 667 A.2d at 789. Accordingly, the application of the "pleadings test" is inappropriate in the Court's determination of HeliBlock's defense obligations under the Lease Agreement. Rather, the Court will interpret HeliBlock's duty to defend in the same manner as it interprets HeliBlock's indemnity obligations under the Lease Agreement. See United Rentals Highway Technologies, Inc., 289 P.3d at 228; Tateosian, 945 A.2d at 837-38.
The primary objective in interpreting an indemnity clause "is to ascertain the parties' intent." The Elena Carcieri Trust-1988 v. Enterprise Rent-A-Car Co. of Rhode Island, 871 A.2d 944, 947 (R.I. 2005). When the contractual language is clear and unambiguous, the Court will apply the plain and ordinary meaning, without reference to extrinsic facts or aids. See John Rocchio Corp. v. Pare Engineering Corp., 201 A.3d 316, 324 (R.I. 2019). A contract is ambiguous "only when it is reasonably and clearly susceptible of more than one interpretation." Rotelli v. Catanzaro, 686 A.2d 91, 94 (R.I. 1996). In making this determination, "the document must be viewed in its entirety and its language be given its plain, ordinary and usual meaning." Samos v. 43 East Realty Corp., 811 A.2d 642, 643 (R.I. 2002) (internal quotation omitted). Each word "of the contract should be given meaning and effect; an interpretation that reduces certain words to the status of surplusage should be rejected." Andrukiewicz v. Andrukiewicz, 860 A.2d 235, 239 (R.I. 2004).
Furthermore, contractual "indemnity provisions are valid if sufficiently specific, but are to be 'strictly construed against the party alleging a contractual right of indemnification.'" Sansone v. Morton Machine Works, Inc., 957 A.2d 386, 393 (R.I. 2008) (internal quotation omitted). This rule of strict construction applies even where the language of the contract is clear and unambiguous. See id. at 393-94. Under strict construction, the Court should refuse to draw inferences from words of general import that are "found in the apparently all-inclusive and catchall language of a general indemnity provision." Dower v. Dower's Inc., 100 R.I. 510, 513, 217 A.2d 437, 438 (1966). Accordingly, where general terms are used in connection with and immediately follow specific terms, the general terms should be construed as relating to the same subject-matter as the specific. See Railton v. Taylor, 20 R.I. 279, 283, 38 A. 980, 982 (1897).
RIAC argues that the rule of strict construction only applies where the language of the contract is unambiguous, citing to Vaccaro v. E.W. Burman, Inc., 484 A.2d 880, 881 (R.I. 1984) for the proposition that if the terms of a contractual indemnity provision are clear and unambiguous, the Court need not strictly construe it against the indemnitee. See RIAC's 12(c) Reply 21-24. However, the Vaccaro Court merely found that the indemnity provision in question was sufficiently clear to be applicable to the underlying judgment at issue. See Vaccaro, 484 A.2d at 881. The Vaccaro Court did not overturn the Dower Court's holding-which was based on the rule of strict construction-that an indemnitee cannot rely on a general indemnity provision that is not sufficiently specific for indemnification. See Vaccaro, 484 A.2d at 880-81; Dower v. Dower's Inc., 100 R.I. 510, 514, 217 A.2d 437, 439 (1966). Further, a more recent decision of the Rhode Island Supreme Court makes clear that the rule of strict construction still applies even when the terms of the contract are clear and unambiguous. See Sansone v. Morton Machine Works, Inc., 957 A.2d 386, 393-94 (R.I. 2008). In Sansone, the appellants took issue with the trial court's narrow interpretation of an indemnity provision, but our Supreme Court affirmed, finding that both the clear and unambiguous language of the indemnity provision and the rule of strict construction required reading the indemnity contract in the narrow manner urged by the appellees. See id. Therefore, even when faced with clear and unambiguous language, the Court applies the rule of strict construction when interpreting an indemnity contract. Id.
i
HeliBlock's Duty to Defend and Indemnify for Count I
Contrary to RIAC's argument, the indemnification clause does not require HeliBlock to "defend and indemnify RIAC for any claims arising out of its acts on or about the Airport." See RIAC's 12(c) Mem. 28 (emphasis added). The plain language of the indemnity provision requires HeliBlock to defend and indemnify RIAC for "any and all loss, costs, claims, demands, actions, causes of action, awards, penalties, damages or liabilities, of every kind and character" only when those costs and claims are "by reason of" certain enumerated types of injuries. See Lease Agreement § 9.1; Railton, 20 R.I. at 281, 38 A. at 982; Dower, 217 A.2d at 513-15. Specifically, the indemnification clause provides in pertinent part that:
"To the fullest extent permitted by law, [HeliBlock] will defend, indemnify, and hold RIAC . . . harmless from and against any and all loss, costs, claims, demands, actions, causes of action, awards, penalties, damages or liabilities, of every kind and character, whether in law or in equity, including without limitation, costs of investigations, attorneys' fees, expert witness fees and courts costs, whether by reason of death, injury, or damage to any person or persons or damage or destruction of property or loss of use thereof, or any other reason, arising out of or otherwise caused by, directly or indirectly . . . the acts or omissions of Tenant, or any of its officers, directors, employees, agents, suppliers, business visitors, or guests, in, on or about the Airport." (Lease Agreement § 9.1) (emphasis added).
Accordingly, HeliBlock's obligation to indemnify and hold RIAC harmless for certain costs or claims depends on whether those costs or claims are "by reason of" the listed injuries. See id. RIAC cannot rely on the general term "any other reason" to broaden HeliBlock's defense and indemnity obligations because under the rule of strict construction, the "general terms are restricted and limited by particular recitals, when used in connection with them." See Railton, 20 R.I. at 281, 38 A. at 982.
RIAC's reliance on the similarly-worded indemnification clause in Walsh v. Lend Lease (US) Construction, 155 A.3d 1201, 1204-06 (R.I. 2017) is also unavailing because there the indemnitee was not relying on a general term to impose an indemnification obligation on the indemnitee. See id. at 1205. Instead, the underlying claim for bodily injury was one of the enumerated types of claims contained in the indemnification clause for which the indemnitor agreed to "defend, indemnify and save harmless" the indemnitee. See id.
RIAC nevertheless argues that Plaintiffs' claims constitute claims for "damages" or "loss of use" of property. See RIAC's 12(c) Reply 29 & n.26. The meaning of these terms is not immediately apparent because they have not been defined by the Lease Agreement. See generally, Lease Agreement. In the absence of clear contractual guidance, the terms of an indemnity provision are to be given their plain and ordinary meaning which can be gleaned by using a dictionary. See Garden City Treatment Center, Inc. v. Coordinated Health Partners, Inc., 852 A.2d 535, 542-43 (R.I. 2004).
The term "damage" is commonly understood to mean "[i]njury, harm; esp. physical injury to a thing, such as impairs its value or usefulness." Damage, Oxford English Dictionary, at 641 (Compact ed. vol. 11987). Furthermore, other courts have construed the phrase "damages to . . . property" to mean "physical damage to tangible property" in the absence of a definition within the indemnity clause. See Couvillion Group, L.L.C. v. Plaquemines Parish Government, 295 So.3d 400, 402 (La. 2020). Plaintiffs have not alleged any physical injury or harm to their properties. See Am. Compl. ¶¶ 14-44. Instead, Plaintiffs have alleged that the noise and vibrations resulting from HeliBlock's operation of its helicopters are so "annoying, offensive, and inconvenient to Plaintiffs" such that it has both decreased their property values and interfered with their use and enjoyment of their properties. Id. ¶¶ 30-34, 36, 40. Accordingly, Plaintiffs' nuisance claim is not "by reason of" damage to [their] properties. See Garden City Treatment Center, Inc., 852 A.2d at 542.
RIAC also appears to subscribe to this interpretation because it argues that Plaintiffs have not alleged any property damage in seeking to dismiss Plaintiffs' claims for inverse condemnation. See RIAC's 12(c) Mem. 28. ("There are no allegations of property damage[.]").
Next, the word "use" is defined as "[t]he act of employing a thing for any (esp. a profitable) purpose; the fact, state, or condition of being so employed; utilization or employment for or with some aim or purpose, application or conversion to some (esp. good or useful) end." Use, Oxford English Dictionary, at 3573 (Compact ed. vol. 2 1989). The word "loss" is defined as "[t]he being deprived of, or the failure to keep (a possession, appurtenance, right, quality, faculty, or the like)." Loss, Oxford English Dictionary, at 1666 (Compact ed. vol. 11989). Taking these definitions together, the plain and ordinary meaning of the phrase the "loss of use" of property is being deprived of the ability to use the property for its purpose. See Penn National Security Insurance Co. v. LinkOne SRC, LLC, 542 F.Supp.3d 355, 364 (E.D. N.C. 2021) ("'Loss of use' means that property is unable to be employed to accomplish its usual purpose."); Marlin Financial & Leasing Corp. v. Nationwide Mutual Insurance Co., 157 S.W.3d 796, 809-10 (Tenn.App. Ct. 2004) ("'[L]oss of use' means the deprivation of the ability to put the boat racks, the missing floating dock, and the dry storage building into service or apply them for a purpose.").
Here, although Plaintiffs have alleged that HeliBlock's operation of its helicopters has interfered with their use and enjoyment of their properties, they have not alleged that they have been deprived of using their properties as residences. See Am. Compl. ¶¶ 14-44. Plaintiffs do not allege that they have been deprived of access to any portion of their properties due to the noise and vibrations of HeliBlock's helicopters, nor do they allege that they can no longer use their properties as dwellings due to the noise. See id. The essence of Plaintiffs' nuisance claim is that HeliBlock's operations are offensive, annoying and inconvenient to their use and enjoyment of their properties, but not that HeliBlock's operations have deprived them from using their properties for their intended purposes. See id. 7 ("Plaintiffs pray this Honorable Court . . . [a]ward damages to Plaintiffs for the offense, annoyance and inconvenience suffered by them, as aforesaid, as well as the diminution in value of their respective properties[.]"). Accordingly, under the plain and ordinary meaning of the Lease Agreement, HeliBlock does not have a duty to defend and indemnify RIAC for "any and all loss, costs, claims, demands, actions, causes of action, awards, penalties, damages or liabilities, of every kind and character," that are associated with Plaintiffs' nuisance claim because any such costs or claims were not incurred "by reason of" the Plaintiffs' "loss of use" of their property. See Lease Agreement § 9.1.
ii
HeliBlock's Duty to Defend and Indemnify for Count II
RIAC also argues that Plaintiffs' claim for inverse condemnation is a claim for "damage" to property or "loss of use" of property. (RIAC's 12(c) Reply 29.) This argument ignores the fact that HeliBlock only has a duty to defend and indemnify for claims "arising out of or otherwise cause by, directly or indirectly . . . the acts or omissions of [HeliBlock], or any of its officers, directors, employees, agents, suppliers, business visitors, or guests, in, on or about the Airport." (Lease Agreement § 9.1) (emphasis added). The power to condemn is a sovereign power which, "[i]n the absence of any constitutional limitation, . . . is exclusively a legislative power." See City of Newport v. Newport Water Corp., 57 R.I. 269, 275-76, 189 A. 843, 846 (1937). Therefore, only the Legislature, or corporations to whom the Legislature has delegated its power, may take property for public use. See id. Recognizing this principle, other courts have held that when an indemnitor agrees to indemnify the indemnitee for claims arising out of the indemnitor's own actions, the indemnification clause does not cover inverse condemnation claims, or other statutory takings claims, because in such a circumstance, the claims arose out of the actions of the government, not the indemnitor See City of Los Angeles v. Japan Air Lines Co., 41 Cal.App.3d 416, 422, 426-27, 430-31 & n.4; Massachusetts Turnpike Authority v. Perini Corp., 208 N.E.2d 807, 812 (Mass. 1965).
The same reasoning applies here. Under Rhode Island law only the Legislature or its delegates may exercise the power of condemnation. Newport Water Corp., 57 R.I. at 275-76, 189 A. at 846. Clearly, HeliBlock is not a delegate of the Legislature authorized to take land for public use. See generally HeliBlock's Am. Answer & Countercl.; Lease Agreement. Therefore, the Plaintiffs' inverse condemnation claim arises from RIAC's alleged taking of Plaintiffs' property for public use, rather than HeliBlock's actions. See Japan Air Lines Co., 41 Cal.App.3d at 430-31 & n.4; Perini Corp., 208 N.E.2d at 812. Therefore, HeliBlock is not obligated to indemnify RIAC for claims that arise out of RIAC's actions, rather than its own. See Japan Air Lines Co., 41 Cal.App.3d at 430-31 & n.4. Because Plaintiffs' nuisance and inverse condemnation claims do not fall under the plain and ordinary meaning of the indemnification clause, HeliBlock has no duty to indemnify or defend RIAC for this action, and RIAC's Motion for Judgment on the Pleadings on Count III of its Amended Cross-claim against HeliBlock is denied.
C
RIAC's Motion to Dismiss the Counterclaim for Failure to State a Claim
The Court must first delineate the appropriate scope of review for RIAC's Motion to Dismiss Counts I, III, and IV, and Paragraphs 31(a) and 32(c) of Count II of HeliBlock's Amended Counterclaim. In ruling on RIAC's motion, this Court accepts all the factual allegations contained in HeliBlock's Counterclaim as true, viewing the allegations in the light most favorable to HeliBlock. See DiMase v. Fleet National Bank, 723 A.2d 765, 768 (R.I. 1999). Additionally, while the Court cannot consider the majority of the parties' exhibits, the Court will consider RIAC's Exhibit B as a document whose authenticity is not disputed and upon which the complaint's factual allegations are expressly linked because Exhibit B is a copy of the Lease Agreement. See RIAC's 12(b)(6) Mem. Ex. B (Lease Agreement); EDC Investment, LLC v. UTGR, Inc., 275 A.3d 537, 543 (R.I. 2022). Accordingly, this Court will limit its review to the facts contained in HeliBlock's First Amended Counterclaim and the facts contained in the Lease Agreement which have been outlined in Sections B and C of Part I. See discussion supra Sections I.C., I.B.
The Lease Agreement is cited throughout the Amended Counterclaim and its indemnity provision is relied upon to support HeliBlock's claims for Intentional Interference with Contractual Relations & Prospective Economic Benefit and Malicious Abuse of Process. (HeliBlock's Am. Answer & Countercl. 8, 11.) Additionally, HeliBlock does not contest the authenticity of the Lease Agreement, but merely challenges its legitimacy, referring to it as a "so-called 'lease.'" See id. at 6. Therefore, the Court may consider the Lease Agreement in ruling on RIAC's Motion to Dismiss HeliBlock's Counterclaims as a document upon which HeliBlock's Amended Counterclaims are expressly linked, and the Court may review the Lease Agreement when ruling on RIAC's 12(c) Motion. See EDC Investment, LLC, 275 A.3d at 543.
1
No Liability Clause
First, RIAC argues that HeliBlock's claims for damages based on tortious interference, abuse of process, and breach of contract are barred by the unambiguous language of the Lease Agreement which contained a "No Liability" clause. (RIAC's 12(b)(6) Mem. 11.) RIAC contends that the "No Liability" clause remains in force based on § 15.18 of the Lease which provides for the survival of its terms and conditions. Id. at 11 n.9.
In response, HeliBlock argues that the Lease Agreement does not bar its claims for damages because the lease was expired when RIAC took the actions that gave rise to HeliBlock's counterclaims. (HeliBlock's 12(b)(6) Opp'n Mem. 6-7.) Therefore, HeliBlock argues that the exculpatory clause should not be used to bar claims arising out of or in connection with the lease in perpetuity. Id. at 7. HeliBlock further argues that its counterclaims cannot be fairly construed to be arising out of the lease when HeliBlock's counterclaims are based on RIAC's actions taken specifically due to the lack of a lease. Id.
Contrary to RIAC's argument, HeliBlock's claims for Tortious Interference, Abuse of Process and Breach of Contract are not barred by the terms of the "No Liability" clause. (RIAC's 12(b)(6) Mem. at 11.) When reviewing leases, the Court applies the rules of contract interpretation. See Roadepot, LLC v. Home Depot, U.S.A., Inc., 163 A.3d 513, 519 (R.I. 2017). Accordingly, when the language of the agreement is clear and unambiguous, "the court should apply them as written." A.F. Lusi Construction, Inc. v. Peerless Insurance Co., 847 A.2d 254, 258 (R.I. 2004). Exculpatory provisions, however, are to be strictly read against the party seeking exoneration. See Di Lonardo v. Gilbane Building Co., 114 R.I. 469, 471 n.1, 334 A.2d 422, 423 n.1 (1975). Therefore, unless the type of claim in question is explicitly covered by the exculpatory provision, the claim will not be barred because "[i]f it had been understood . . . by the parties that the exemption was to extend beyond [the terms of the agreement], and include another distinct cause of injury . . . [the parties] would doubtless have stipulated to that effect[.]" Railton, 20 R.I. at 281, 38 A. at 982.
The "No Liability" clause reads in pertinent part:
"[N]either RIAC nor the State of Rhode Island . . . shall be liable, whether in contract [or] tort . . . for any lost or prospective profits or any other special, punitive, exemplary, indirect, incidental or consequential losses or damages arising out of or in connection with this lease or any failure of performance related hereto, howsoever caused, whether arising from such person's sole, joint or concurrent negligence." (Lease Agreement § 9.2.)
Therefore, under the plain language of the exculpatory provision, Counts I and III of HeliBlock's Amended Counterclaim are not barred by the "No Liability" clause because the clause does not specifically exonerate RIAC from liability for intentional torts arising out of or in connection with the Lease Agreement. See Railton, 20 R.I. at 281, 38 A. at 982. While the "No Liability" clause clearly excuses RIAC from liability for its own negligence, it does not explicitly state that RIAC will be relieved of liability for intentional torts, such as HeliBlock's claims for Tortious Interference with a Contractual Relationship and Malicious Abuse of Process. See Lease Agreement § 9.2. Accordingly, RIAC's attempt to shield itself from liability for those claims based on the "No Liability" clause fails, regardless of whether the clause was in force for the relevant time period. See Railton, 20 R.I. at 281, 38 A. at 982.
Finally, Count IV of HeliBlock's Amended Counterclaim is not barred by the "No Liability" clause because there is no indication that RIAC's agreement with HeliBlock "to allow it to continue to conduct its air-touring business . . . so long as it complied with all lawful rules, regulations and safety protocols published by RIAC[,]" was part of the 2019-2020 Lease Agreement. See HeliBlock's Am. Answer & Countercl. 12-14; see generally Lease Agreement. In fact, as RIAC points out, the Lease Agreement is silent on any right to renewal. See RIAC's 12(b)(6) Mem. 23. Accordingly, at this stage of the litigation, the Court cannot determine whether the "No Liability" clause of the Lease Agreement applies to Count IV of HeliBlock's Amended Counterclaim. See Chhun v. Mortgage Electronic Registration Systems, Inc., 84 A.3d 419, 421-22 (R.I. 2014) (quoting Palazzo v. Alves, 944 A.2d 144, 149-50 (R.I. 2008)).
2
Intentional Interference with Contractual Relations & Prospective Economic Benefit
RIAC next argues that the litigation privilege shields RIAC from HeliBlock's claim for tortious interference with contractual relations. (RIAC's 12(b)(6) Mem. 13.) Citing to several out-of-state authorities, RIAC argues that the litigation privilege bars counterclaims for tortious interference with a contract which are based on an allegation that the filing of the suit improperly interfered with a contract. Id. In response, HeliBlock argues that the so-called "litigation privilege" does not bar its counterclaim because, under Rhode Island law, the litigation privilege is a conditional defense to tortious interference that does not apply where the litigant has acted in bad faith or with malice, which RIAC has done here. (HeliBlock's 12(b)(6) Opp'n Mem. 9-10.)
Notwithstanding the litigation privilege applied in other jurisdictions, see RIAC's 12(b)(6) Mem. 13, under Rhode Island law, the privilege is a conditional defense to an intentional interference claim. See Western Massachusetts Blasting Corp. v. Metropolitan and Casualty Insurance Co., 783 A.2d 398, 402 (R.I. 2001). The defense would apply "if that defendant interferes [with the contract] by making a good-faith assertion of a legally protected interest." Lomastro v. Iacovelli, 126 A.3d 470, 475 (R.I. 2015). However, "[s]uch a privilege is only conditional because the plaintiff still may overcome the privilege by showing 'actual malice' on the part of the alleged wrongdoer." Western Massachusetts Blasting Corp., 783 A.2d at 402. Actual malice is "proof that 'the defendant could not honestly have believed in the existence of the right he [or she] claimed, or at least that he [or she] had no reasonable or probable cause of . . . believing so." Belliveau Building Corp. v. O'Coin, 763 A.2d 622, 630 (R.I. 2000).
The Court cannot find beyond a reasonable doubt that Plaintiffs' intentional interference claims will be barred by the conditional litigation privilege because Plaintiffs have alleged facts which could support a finding of actual malice. See HeliBlock Am. Answer & Countercl. 7-10. Plaintiffs have alleged that RIAC unlawfully attempted to promulgate a "Leasing Policy" and "Minimal Standards" after it made its demands for indemnification in a retroactive attempt to justify denying HeliBlock access to the Block Island Airport. See id. If proven, these facts could show that RIAC "had no reasonable or probable cause" to believe that denying HeliBlock access to the Block Island Airport was lawful. See Belliveau Building Corp., 763 A.2d at 630.
Nevertheless, RIAC still argues that Count I of HeliBlock's Amended Counterclaim should still be dismissed because HeliBlock failed to allege the existence of a contract and RIAC's unjustified interference with HeliBlock's contracts. (RIAC's 12(b)(6) Mem. 14-15.) RIAC also argues that HeliBlock failed to plead all the requisite elements of intentional interference with prospective contractual relationships because it failed to plead that it possessed a "'probable future business relationship anticipating a reasonable expectancy of financial benefit,'" with sufficient specificity. Id. at 18-19 (quoting Human Services Consultants, LTD v. Tamule, No. CV-06-0486ML, 2008 WL 11390850, at *3 (D.R.I. June 30, 2008)).
"To establish a prima facie claim for intentional interference with contractual relations, the aggrieved party must demonstrate '(1) the existence of a contract; (2) the alleged wrongdoer's knowledge of the contract; (3) his [or her] intentional interference; and (4) damages resulting therefrom.'" Lomastro, 126 A.3d at 474 (quoting Belliveau Building Corp., 763 A.2d at 627). To establish intent, the plaintiff need not show actual malice, but instead, "legal malice-an intent to do harm without justification-will suffice." Belliveau Building Corp., 763 A.2d at 627.
HeliBlock has successfully alleged all four elements to show intentional interference with a contractual relationship. First, HeliBlock alleged that it has operated an aerial sightseeing business out of the Block Island Airport since 2016. (HeliBlock's Am. Answer & Countercl. 6.) As such, it alleged the existence of contracts between it and its customers. See id. Second, HeliBlock has alleged that RIAC knew of these business contracts because it alleged that RIAC specifically sought a preliminary injunction to stop HeliBlock from conducting air tours out of the Block Island Airport in July, August, and September of 2021. See id. at 7.
Third, while HeliBlock need not allege actual malice to make out a prima facie case, Plaintiffs' allegations, as explained infra, do show actual malice; therefore, HeliBlock's counterclaim sufficiently alleges intentional interference. See discussion, infra, Section III.C.3; Western Massachusetts Blasting Corp., 783 A.2d at 401-02. Fourth, HeliBlock has alleged that it incurred damages resulting from RIAC's interference because it alleged that the preliminary restraint on its business destroyed the company and forced it to sell its assets. (HeliBlock's Am. Answer & Countercl. 8.) Since HeliBlock has alleged sufficient facts to support each element of its counterclaim, RIAC's motion to dismiss HeliBlock's claim for intentional interference with a contractual relationship is denied. See Lomastro, 126 A.3d at 474.
While RIAC argues that "[n]o rational fact finder could infer actual malice from these allegations," HeliBlock is not required to make such a showing at this stage. See RIAC's 12(b)(6) Mem. 15; Brough v. Foley, 572 A.2d 63, 68 (R.I. 1990). Instead, RIAC must establish that HeliBlock will not be able to prove the absence of a privilege under "any [set of] facts" that may be asserted in support of its counterclaim. See id. Because HeliBlock could show actual malice based on RIAC's retroactive attempt to justify its allegedly unlawful denial of access, RIAC has not met its burden here. See HeliBlock's Am. Answer & Countercl. 7-10; Brough, 572 A.2d at 68.
Additionally, HeliBlock has also alleged sufficient facts to support its claim for intentional interference with a prospective economic benefit. "[T]he elements of intentional interference with prospective contractual relations 'are identical to those required to state a claim based on interference with contractual relations, except for the requirement in the latter that an actual contract exist.'" Avilla v. Newport Grand Jai Alai LLC, 935 A.2d 91, 98 (R.I. 2007) (internal quotation omitted). Instead of proving the existence of a contract, the claimant must show "the existence of a business relationship or expectancy." Fogarty v. Palumbo, 163 A.3d 526, 540 (R.I. 2017) (internal quotation omitted). Therefore, because HeliBlock has alleged that RIAC's preliminary injunctive relief prohibited it from conducting air tours in July, August, and September of 2021, HeliBlock has sufficiently alleged that RIAC interfered with the prospective contractual relationships that it may have formed with clients during those months. See HeliBlock's Am. Answer & Countercl. 7; Avilla, 935 A.2d at 98.
The Court is not persuaded by RIAC's argument that a claimant asserting a claim for intentional interference with prospective contractual relationship must identify specific contracts or establish a "probable future business relationship anticipating a reasonable expectancy of financial benefit." See RIAC's 12(b)(6) Mem. 18 (quoting Tamule, 2008 WL 11390850, at *3). To support this proposition, RIAC cites to several federal court cases. See id. at 18-19. However, Rhode Island courts, unlike federal courts, do not require a claimant to plead with plausibility. See Mokwenyei v. Rhode Island Hospital, 198 A.3d 17, 22 (R.I. 2018). As such, HeliBlock has alleged sufficient facts to support a counterclaim for Intentional Interference with Contractual Relations & Prospective Economic Benefit, see Avilla, 935 A.2d at 98, and RIAC's Motion to Dismiss Count I of HeliBlock's Amended Counterclaim is denied.
3
Malicious Abuse of Process
Next, RIAC argues that HeliBlock cannot assert a claim for malicious prosecution because it has not alleged that a prior criminal or civil proceeding was instituted without probable cause, which is an essential element for malicious prosecution. (RIAC's 12(b)(6) Mem. 21.) RIAC further argues that HeliBlock's claim for abuse of process must fail because it has not alleged that obtaining a TRO to prevent HeliBlock from trespassing was improper. Id. at 21-22. Additionally, RIAC argues that RIAC's decision to seek a TRO is not "process" as defined under Rhode Island law. (RIAC's 12(b)(6) Reply 4-5.) HeliBlock argues that it has properly pled a claim for abuse of process because it has alleged that RIAC misused the legal process by moving for a TRO in an attempt to extort HeliBlock into indemnifying it against Plaintiffs' claims. (HeliBlock's 12(b)(6) Opp'n Mem. 12-13.)
"Abuse of process, as distinguished from malicious prosecution, 'arises when a legal proceeding, although set in motion in proper form, becomes perverted to accomplish an ulterior or a wrongful purpose for which it was not designed.'" Clyne v. Doyle, 740 A.2d 781, 783 (R.I. 1999) (internal quotations omitted). Therefore, in order to survive a motion to dismiss, the Plaintiff must allege: (1) that the suit was originally instituted in good faith, but that (2) it became perverted for some ulterior purpose. See Toste Farm Corp. v. Hadbury, Inc., 798 A.2d 901, 908 (R.I. 2002). In contrast, malicious prosecution is "a suit for damages resulting from a prior criminal or civil legal proceeding that was instituted maliciously and without probable cause, and that terminated unsuccessfully for the plaintiff therein." Nagy v. McBurney, 120 R.I. 925, 929, 392 A.2d 365, 367 (1978).
First, the Court denies RIAC's request to dismiss HeliBlock's counterclaim for malicious prosecution because HeliBlock is not making a claim for malicious prosecution. See HeliBlock's Am. Answer & Countercl. 11-12; HeliBlock's 12(b)(6) Opp'n Mem. 11-14. Second, HeliBlock has sufficiently plead facts to support each element of abuse of process because: (1) it did not allege that RIAC's cross-claim was initiated in bad faith, and (2) it alleged that the cross-claim became perverted for some ulterior purpose when RIAC sought preliminary injunctive relief in order to destroy HeliBlock's business and strongarm HeliBlock into agreeing to indemnify RIAC. See HeliBlock's Am. Answer & Countercl. 11-12; Toste Farm Corp., 798 A.2d at 908; see also Warren Education Association v. Lapan, 103 R.I. 163, 169, 235 A.2d 866, 870 (1967) (when ruling on a motion to dismiss the Court should afford the nonmoving party all favorable inferences). Therefore, notwithstanding RIAC's argument that mere spite or ill-will is not a sufficient ulterior motive to assert claim for abuse of process, HeliBlock's allegations are sufficient to show the suit was perverted for some ulterior motive because a motive is ulterior if the defendant seeks "'to extort payment of a debt.'" See Hillside Associates v. Stravato, 642 A.2d 664, 667 (R.I. 1994) (quoting W. Page Keeton et al., Prosser and Keeton on the Law of Torts § 121 at 897-98 (5th ed. 1984)). Because HeliBlock has alleged sufficient facts to support each element of abuse of process, RIAC's Motion to Dismiss Count III of HeliBlock's Amended Counterclaim is denied. Cf. Toste Farm Corp., 798 A.2d at 908.
The fact that HeliBlock has titled its pleading as "Malicious Abuse of Process" rather than "Abuse of Process" is of no consequence because there is no requirement that HeliBlock's counterclaim be artfully plead. See Rein v. ESS Group, Inc., 184 A.3d 695, 702 (R.I. 2018).
RIAC's argument that "process" must refer to the initiation of a lawsuit misstates Rhode Island law on abuse of process. See RIAC's 12(b)(6) Reply 4-5. RIAC argues that Toste Farm Corp. affirmed the dismissal of a third-party complaint for abuse of process "because [the] third party defendants did not '[bring] a lawsuit for an ulterior or wrongful purpose.'" See id. (quoting Toste Farm Corp. v. Hadbury, Inc., 798 A.2d 901, 908 (R.I. 2002)). This misstates the holding of Toste Farm Corp. See Toste Farm Corp., 798 A.2d at 908. The portion of the decision quoted by RIAC was our Supreme Court's summation of the trial justice's reasoning. See id. However, the Toste Farm Corp. Court held that dismissal of third party defendants' abuse of process claim was proper because the third party defendants "failed to allege that the suits were originally instituted in good faith, but then became perverted for some ulterior purpose." Id. If "process" only referred to the initiation of a lawsuit, then a plaintiff would never be able to assert a claim for abuse of process under Rhode Island law because they could not simultaneously prove that the lawsuit was brought for an improper purpose and that the lawsuit was initiated in good faith but perverted for an improper purpose. See id. at 907-08.
4
Breach of Contract
RIAC argues that HeliBlock failed to plead breach of contract because there was no contract for RIAC to breach given that the Lease Agreement expired on June 30, 2020 and there was no provision for automatic renewal. (RIAC's 12(b)(6) Mem. 23.) In response, HeliBlock argues that it has properly plead its breach of contract claim as an alternative claim should the Court determine that "a lease should be imputed at an earlier time[.]" (HeliBlock's 12(b)(6) Opp'n Mem. 14.)
To succeed on a breach of contract claim under Rhode Island law, a plaintiff must prove that (1) an agreement existed between the parties, (2) the defendant breached the agreement, and (3) the breach caused the plaintiff to suffer damages. Petrarca v. Fidelity & Casualty Insurance Co., 884 A.2d 406, 410 (R.I. 2005).
Here, HeliBlock has alleged the existence of an "agreement [between HeliBlock & RIAC] to allow [HeliBlock] to continue to conduct its air-touring business . . . so long as it complied with all lawful rules, regulations and safety protocols published by RIAC." (HeliBlock's Am. Answer & Countercl. 14.) HeliBlock alleged that RIAC breached this agreement by attempting to force HeliBlock to cease operations at the airport, and that the breach caused HeliBlock damages. Id. at 12-14. Therefore, these allegations are sufficient to plead a breach of contract claim, and RIAC's Motion to Dismiss Count IV of HeliBlock's Amended Counterclaim is denied. See HeliBlock's Am. Answer & Countercl. 12-14; Petrarca, 884 A.2d at 410.
5
Declaratory Judgment
Lastly, RIAC argues that paragraphs 32(a) and (c) of HeliBlock's requested declaratory relief must be dismissed. (RIAC's 12(b)(6) Mem. 24-25; RIAC's 12(b)(6) Reply 9-11.) Specifically, RIAC argues that granting declaratory relief on issues that parallel HeliBlock's other claims will "necessarily usurp the role of a jury where a jury trial has been claimed . . . ." (RIAC's 12(b)(6) Reply 9.) Additionally, RIAC argues that paragraphs 32(a) and (c) of HeliBlock's requested declaratory relief must be dismissed as duplicative of the other substantive claims since resolution of the tort claims against RIAC will also resolve the requested declaratory relief. Id. at 9-10. HeliBlock counters that while RIAC may believe its claims are duplicative, they are properly asserted. (HeliBlock's 12(b)(6) Opp'n Mem. 15.)
First, allowing RIAC's claims for declaratory relief to go forward will not "usurp" the role of the jury because pursuant to the Declaratory Judgments Act, "[w]hen a proceeding under this chapter involves the determination of an issue of fact, that issue shall be tried and determined in the same manner as issues of fact are tried and determined in other civil actions, and the right of trial by jury shall not be abridged." G.L. 1956 § 9-30-9. Accordingly, if there are factual issues raised by HeliBlock's claims for declaratory relief, they will be properly determined by the jury. See id.
Second, while HeliBlock's requested declarations may be duplicative of HeliBlock's other counterclaims, that does not warrant dismissal. See Tucker Estates Charlestown, LLC v. Town of Charlestown, 964 A.2d 1138, 1140 (R.I. 2009). Notwithstanding RIAC's reliance on authority from other jurisdictions, under Rhode Island law, dismissal of a "declaratory-judgment action before a hearing on the merits . . . is proper only when the pleadings demonstrate that, beyond a reasonable doubt, the declaration prayed for is an impossibility." Family Dollar Stores of Rhode Island, Inc. v. Araujo, 204 A.3d 1089, 1098 (R.I. 2019).
HeliBlock seeks a declaration:
"a. That the attempt by RIAC to hold [HeliBlock] liable for any loss, damage or costs arising from aircraft noise complaints by way of the indemnification clause in the so-called "lease" was unlawful under Federal law and that of the State of Rhode Island.
"…
"c. That RIAC's attempts to enforce the indemnification provisions were intentional acts taken for the purpose of destroying [HeliBlock's] business." (HeliBlock's Am. Answer & Countercl. 10.)
RIAC has argued that these prayed-for declarations are duplicative but has not established that the prayed-for relief is "an impossibility." See Tucker Estates Charlestown, LLC, 964 A.2d at 1140. Accordingly, paragraphs (a) and (c) of HeliBlock's claims for declaratory relief are not dismissed. See id.
IV
Conclusion
For the foregoing reasons, RIAC's Motion for Judgment on the Pleadings on Counts I and II of Plaintiffs' First Amended Complaint and on Count III of its Amended Cross-claim against HeliBlock is GRANTED in part and DENIED in part. Specifically, RIAC's Motion for Judgment on the Pleadings on Count I of Plaintiffs' First Amended Complaint is GRANTED, and RIAC's Motion for Judgment on the Pleadings on Count II of Plaintiffs' First Amended Complaint is DENIED. RIAC's Motion for Judgment on the Pleadings on Count II of its Amended Cross-claim Against HeliBlock is DENIED, and RIAC's Motion to Dismiss Counts I, III, and IV, and Paragraphs 32(a) and 32(c) of Count II of HeliBlock's Amended Counterclaim is DENIED.