Opinion
C. A. PC-2014-4432
08-28-2024
RHODE ISLAND TROOPERS ASSOCIATION and RHODE ISLAND TROOPERS ASSOCIATION, ex rel. ERIK JENSEN, KEVIN M. GRACE and KRISTOPHER LAGOR, Plaintiffs, v. STATE OF RHODE ISLAND; EMPLOYEES' RETIREMENT SYSTEM OF THE STATE OF RHODE ISLAND; DANIEL J. MCKEE, in his official capacity as Governor and Chief Executive Officer of the State of Rhode Island; SETH MAGAZINER, in his official capacity as General Treasurer of the State of Rhode Island; JAMES E. THORSEN, in his official capacity as Director of the Department of Administration of the State of Rhode Island; and JOHN DOE, in his capacity as Trustee of the Trust referred to in R.I.G.L. § 42-28-22.1(b), Defendant.
For Plaintiffs: Scott F. Bielecki, Esq. For Defendants: Sean Lyness, Esq.; John A. Tarantino, Esq.
For Plaintiffs: Scott F. Bielecki, Esq.
For Defendants: Sean Lyness, Esq.; John A. Tarantino, Esq.
DECISION
MATOS, J.
Before this Court is Defendant State of Rhode Island's Motion for Summary Judgement. Jurisdiction is pursuant to G.L. 1956 chapter 30 of title 9, the Uniform Declaratory Judgments Act, at law under G.L. 1956 § 8-2-14, as the amount in controversy exceeds $10,000, and equitable jurisdiction under § 8-2-13 and Rule 65 of the Superior Court Rules of Civil Procedure.
I
Facts and Travel
Members of the Rhode Island State Police (RISP) receive benefits provided by the State Police Retirement Program (SPRP) pursuant to G.L. 1956 § 42-28-22. The SPRP was first enacted in 1937 and has been amended thereafter to include retirement benefits, such as the ability to receive a base salary upon retirement after twenty years of service. See § 42-28-22 as enacted by P.L. 1937, ch. 2526, § 1.
Plaintiff Rhode Island Troopers Association (RITA) is the sole bargaining agent for full-time sworn members of the RISP below the rank of lieutenant. See G.L. 1956 chapter 9.5 of title 28. RITA collectively bargains with the State on behalf of its members (Troopers) regarding conditions of employment, such as compensation, and has secured enhancements to retirement benefits afforded by the SPRP for its members. The State and RITA have entered a total of five successive Collective Bargaining Agreements (CBAs) between 2010 to 2023. See State's Mot. for Summ. J. Ex. 1 (2010-2013 CBA); id. at Ex. 2 (2013-2016 CBA); id. at Ex. 3 (2016-2017 CBA); id. at Ex. 4 (2017-2020 CBA); Pls.' Obj. to Summ. J. Ex. 5 (2020-2023 CBA). Each CBA contains a provision stating that each member shall be entitled to the benefits as provided by the SPRP and that overtime pay shall be included in calculating a Trooper's "whole remuneration," pursuant to § 42-28-22. See CBA, Art. XIII §§ 13.1, 13.3.
The provisions at issue in this matter are Art. XIII §§ 13.1 and 13.3. The relevant language in each version of the CBA is practically identical. Differences in the CBA terms will be indicated throughout this Decision as necessary.
In 2011, the legislature enacted the Rhode Island Retirement Security Act (RIRSA), which made significant changes to the SPRP. See § 42-28-22 as amended by P.L. 2011, ch. 408 and 409, § 13, eff. Nov. 18, 2011. In essence, RITA alleges that RIRSA effectively reduced the value of retirement benefits earned and achievable by the Troopers. See Second Am. Compl. ¶ 78. RITA alleges that RIRSA modified the formula used to calculate a Trooper's compensation at the end of his or her career, which is directly correlated to the amount he or she receives in retirement benefits, among other changes. See id.
The statute was amended once more in 2015. See § 42-28-22 as amended by P.L. 2015, ch. 141, art. 21, § 21, eff. June 30, 2015.
RITA initiated this action on September 8, 2014, in response to the changes enacted by RIRSA. See Compl. RITA's initial Complaint asserted claims on behalf of the Troopers for breach of contract and equitable relief theories against the State and the Employees' Retirement System of Rhode Island (ERSRI). See id. RITA alleges that the series of collective bargaining agreements it entered into with the State provide the Troopers with a contractual right to retirement benefits provided in § 42-28-22 as it stood before RIRSA was enacted, and that the enactment of RIRSA constitutes a breach of that agreement. See Second Am. Compl. ¶¶ 97-102.
RITA has amended its Complaint twice. The first Amended Complaint was filed on March 15, 2019. See Am. Compl. The Second Amended Complaint was filed on January 24, 2024 and is now the operative complaint in this action. See Second Am. Compl.
In March of 2019, the State and ERSRI filed motions to dismiss, which this Court granted in part. See Decision, Jan. 10, 2022; Orders, Jan. 31, 2022. This Court held that RITA has standing to pursue declaratory judgment on behalf of the Troopers for breach of contract to the extent the claims are premised on a theory of express contract, but that RITA does not have standing to pursue claims premised on a theory of implied contract and that it may not recover damages on behalf of individual Troopers, as those claims would require individualized inquiries for each Trooper. See Decision, Jan. 10, 2022. In sum, Counts II, III, V, VIII, XI were dismissed in their entirety and Counts IV, VI, VII, IX, and X were dismissed to the extent they were based on express contract claims. See Order, Jan. 31, 2022. Additionally, this Court dismissed Count IV in relation to ERSRI in its entirety; however, Count IV survived the Motion to Dismiss in relation to the State to the extent it is based on a theory of express contract. See id.
In turn, Defendants, the State and ERSRI, each filed separate Motions for Summary Judgment on the remaining counts. See State's Mot. for Summ. J.; ERSRI's Mot. for Summ. J. RITA filed its Objection to Defendants' Motions for Summary Judgement and also filed a second Motion to Amend its Complaint on December 6, 2022. See RITA's. Obj.; RITA's Second Mot. to Am. Compl. On August 8, 2023, this Court heard the parties' arguments regarding the Motions for Summary Judgment and Plaintiffs' Second Motion to Amend. See Hr'g Tr. 1:18-24, Aug. 8, 2023 (Hr'g Tr.). During the hearing, this Court granted Plaintiffs' Second Motion to Amend the Complaint and also granted ERSRI's Motion for Summary Judgment in full. Id. at 4:6-11, 18:15-21.
The Second Amended Complaint is substantially similar to the previous complaint, but now seeks relief on its own behalf and on behalf of Troopers who have retired during the pendency of this action, in addition to its current members. See Second Am. Compl. ¶ 3 with Am. Compl. ¶ 3. Additionally, the Second Amended Complaint now alleges that, pursuant to the terms of each CBA, the Troopers are "entitled to the retirement benefits provided in Section 42-28-22 of the General Laws of Rhode Island, 1956 as amended" and explicitly alleges that the entirety of § 42-28-22 was incorporated into the terms of each CBA and subsequently breached. Second Am. Compl. ¶¶ 48, 98, 99.
The remaining matter before this Court is the State's Motion for Summary Judgment on all remaining counts in the Second Amended Complaint. See State's Mot. for Summ J.
II
Standard of Review
"A motion for summary judgment 'is designed to decide in an expeditious fashion cases presenting groundless claims.'" Town of Exeter, by and through Marusak v. State, 226 A.3d 696, 700 (R.I. 2020) (quoting Hexagon Holdings, Inc. v. Carlisle Syntec Incorporated, 199 A.3d 1034, 1038 (R.I. 2019)). However, '"[s]ummary judgment is a drastic remedy, and a motion for summary judgment should be dealt with cautiously."' Cruz v. DaimlerChrysler Motors Corp., 66 A.3d 446, 451 (R.I. 2013) (quoting DeMaio v. Ciccone, 59 A.3d 125, 129 (R.I. 2013)). '"Summary judgment is appropriate when no genuine issue of material fact is evident from the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, and the motion justice finds that the moving party is entitled to prevail as a matter of law."' Swain v. Estate of Tyre ex rel. Reilly, 57 A.3d 283, 288 (R.I. 2011) (quoting Beacon Mutual Insurance Co. v. Spino Brothers, Inc., 11 A.3d 645, 648 (R.I. 2011)) (internal quotation omitted); see Super. R. Civ. P. 56. "In deciding a motion for summary judgment, [a] court views the evidence in the light most favorable to the nonmoving party." Mruk v. Mortgage Electronic Registration Systems Inc., 82 A.3d 527, 532 (R.I. 2013); Beauregard v. Gouin, 66 A.3d 489 (R.I. 2013).
Moreover, the moving party "bears the initial burden of establishing the absence of a genuine issue of fact." McGovern v. Bank of America, N.A., 91 A.3d 853, 858 (R.I. 2014) (citation omitted). The burden then shifts to the "nonmoving party [who] bears the burden of proving by competent evidence the existence of a disputed issue of material fact and cannot rest upon mere allegations or denials in the pleadings, mere conclusions or mere legal opinions." Mruk, 82 A.3d at 532. "'[C]ompetent evidence[]' . . . is generally presented on summary judgment in the form of '[]depositions, answers to interrogatories, . . . admissions on file, . . . [and] affidavits.'" Flynn v. Nickerson Community Center, 177 A.3d 468, 476 (R.I. 2018) (quoting Leone v. Mortgage Electronic Registration Systems, 101 A.3d 869, 872 (R.I. 2014)).
III
Analysis
A
Standing
Despite this Court's earlier decision on Defendants' Motion to Dismiss that addresses RITA's standing in this action, the State seeks to relitigate its position that RITA does not have standing to pursue its claim for breach of contract on behalf of the Troopers. See State's Mem. in Supp. of Its Motion for Summ. J. (State's Mem.) 7-11. The State argues that because a plaintiff must establish damages with reasonable certainty to prevail in an action for breach of contract, and RITA is unable to pursue monetary relief for the Troopers, it does not have standing here. See id.
Additionally, the State reasserts that RITA does not have standing to pursue this action as it relates to current Troopers, because current Troopers' rights to retirement benefits will not vest until they retire; therefore, the Troopers have not been injured as a matter of law. See State's Mem. 11-12 (citing M&G Polymers USA, LLC v. Tackett, 574 U.S. 427 (2015)).
RITA maintains that § 28-8-1 confers the organization standing to bring this action on behalf of itself, its current members, and former members who have retired since this action was filed. See Pl.'s Mem. Supp. of Obj. to Summ. J. (RITA's Mem.) 45-50; Pl.'s Sur-Reply Mem. in Opp'n to Def. State's Mot. Summ. J. (RITA's Reply) 38.
This Court has previously found that RITA has direct standing as a bargaining representative to bring Count I of this action on behalf of its current members, pursuant to § 28-8-1. See Decision, Jan. 10, 2022. This Court also held that RITA has organizational standing as to the claims seeking declaratory relief, but that it lacked organizational standing to pursue individual monetary relief for its members due to the individualized inquiries which the pursuit of monetary damages necessarily calls for. Id. Accordingly, RITA's claims for damages have been dismissed. See id.; Order, Jan. 31, 2022. The Court is somewhat perplexed as to why the State's argument is anything other than a request for reconsideration, which the Court denies for the reasons stated in its prior decision. Id.
B
Retirement Benefits Provided by the Collective Bargaining Agreements
RITA's action for breach of contract arises from identical language contained in Article XIII of the CBAs, which encapsulates the parties' agreement related to retirement benefits. See CBA, Art. XIII. More precisely, the parties dispute the meaning of Sections 13.1 and 13.3 of the CBA. See id. Art. XIII §§ 13.1, 13.3. Section 13.1 states that "[e]ach member shall be entitled to the retirement benefits as provided in Section 42-28-22 of the General Laws of Rhode Island, 1956 as amended." See id. § 13.1. Section 13.3 of each CBA specifies that overtime and uniform allowance shall be included when calculating a Trooper's "'whole remuneration' pursuant to Section 42-28-22[.]" See id. § 13.3.
1
Prospective Contractual Rights to Retirement Benefits
The State argues that a collective bargaining agreement generally does not provide retirement benefits beyond the duration of the agreement, "absent some strong indication within the four corners of the agreement itself[,]" and that even employees whose retirement rights have vested may have their retirement benefits modified by subsequent agreements. See State's Mem. 15-18 (citing Tackett, 574 U.S. at 441). It argues the CBAs here do not contain language indicating that benefits would last beyond the duration of any particular version of the agreement; therefore, the Troopers do not have any express breach of contract claim for benefits provided by expired CBAs. See State's Mem. 12-24; State's Reply 21-26. In response, RITA argues Article XIII reflects a mutual agreement to provide the Troopers with a contractual right to prospective enhanced retirement benefits. RITA's Mem. 17-27.
In Tackett, the Court considered whether retirement benefits provided for by CBAs were vested for life. 135 S.Ct. 926, 930. The Tackett Court held that ordinary principles of contract law apply to CBAs and that no presumption in favor of vesting could be made. Id. More specifically,
"The Supreme Court instructed courts 'not [to] construe ambiguous writings to create lifetime promises.' Tackett, 135 S.Ct. at 936 (citing 3A Corbin, Corbin on Contracts § 533, p. 216 (1960) (explaining that contracts that are silent as to their duration will ordinarily be treated not as 'operative in perpetuity' but instead as 'operative for a reasonable time')). And, like other contracts, the obligations under collective-bargaining agreements 'cease, in the ordinary course, upon termination of the bargaining agreement.'" Id. at 937 (quoting Litton Financial Printing Division, a Division of Litton Business Systems, Inc. v. NLRB, 501 U.S. 190, 207 (1991)).
Although a contract's general-durational clause does not say everything about the parties' intent to vest a benefit, Tackett v. M&G Polymers USA, LLC, 811 F.3d 204, 209 (6th Cir. 2016) (Tackett III), it certainly says a lot. So, '[w]hen a specific provision of the CBA does not include an end date, [this court] refer[s] to the general durational clause to determine that provision's termination.' Gallo v. Moen Inc., 813 F.3d 265, 269 (6th Cir. 2016). Absent some strong indication within the four corners of the agreement itself-perhaps, a specific-durational clause that applied to certain provisions but not others-the contractual rights and obligations under a CBA terminate along with the CBA." Tackett, 135 S.Ct. at 937." Serafino v. City of Hamtramck, 707 Fed.Appx. 345, 352 (6th Cir. 2017) (emphases added).
In sum, "when a contract is silent as to the duration of retiree benefits, a court may not infer that the parties intended those benefits to vest for life." Tackett, 135 S.Ct. at 937.
In Rhode Island, retirement benefits may be provided by state statute, such as the SPRP. See, e.g., Hebert v. City of Woonsocket, by & through Baldelli-Hunt, 213 A.3d 1065, 1079-82 (R.I. 2019). Additional retirement benefits may also be provided through the terms of a collective bargaining agreement, so long as the agreement does not conflict with state law. See id. Generally, "pension benefits vest once an employee honorably and faithfully meets the applicable pension statute's requirements." See Arena v. City of Providence, 919 A.2d 379, 393 (R.I. 2007). In determining whether an employee is entitled to a particular benefit the "court must look to a retirement plan's provisions at the time an employee retires," regardless of whether the benefit is provided by a collective bargaining agreement or statute. See Hebert, 213 A.3d at 1078-79. Hebert is consistent with Tackett, that being the somewhat Black Letter contract law concept that one must analyze the provisions of each in order to determine the benefits provided therein.
The plain language of Article XIII clearly indicates the retirees would be entitled to benefits as prescribed therein. In turn, "in Rhode Island, pension benefits vest once an employee honorably and faithfully meets the applicable pension statute's requirements." See Arena, 919 A.2d at 393. However, the question remains as to what benefits a Trooper is entitled to at the time of vesting.
2
Incorporation of the SPRP
The State argues that the CBA does not contain clear and explicit language demonstrating the parties' intent to incorporate the terms of the SPRP. See State's Mem. 19-22, 30 (citing Northrop Grumman Information Technology, Inc. v. United States, 535 F.3d 1339, 1344 (Fed. Cir. 2008)). Rather, it asserts that Section 13.1 merely recognizes that the Troopers are entitled to retirement benefits as provided by the SPRP. See id. Assuming arguendo that the CBA does incorporate the SPRP, it argues the parties also intended to incorporate future amendments to the statutory language, including RIRSA. See State's Reply 26-41. Even if the parties agreed to incorporate RIRSA, the State argues it could not have breached the terms of the CBA because the Troopers continued to receive retirement benefits in accordance with the amended statute. See id.
In contrast, RITA argues that Article XIII, § 13.1 of the 2010-2013 CBA provided Troopers with a contractual right to the retirement benefits provided by the terms of the SPRP before RIRSA was enacted, because the plain language of Section 13.1 unambiguously incorporates the statute as it existed when the 2010-2013 CBA was executed. See RITA's Mem. 27-33. RITA also argues that extrinsic evidence demonstrates the parties intended to incorporate terms of the SPRP into successive CBAs, as the statute stood before RIRSA was enacted. Id. at 29 (citing Grace Aff. ¶ 6; Adams Aff. ¶ 7). Therefore, RITA argues that the 2010-2013 CBA and its successors provide the Troopers with a contractual right to retirement benefits as they existed prior to the enactment of RIRSA. See id. at 17-34.
"Whether the terms of a contract are clear and unambiguous is itself a question of law[.]" Rotelli v. Catanzaro, 686 A.2d 91, 94 (R.I. 1996) (citing Westinghouse Broadcasting Co., Inc. v. Dial Media, Inc., 122 R.I. 571, 579, 410 A.2d 986, 991 (1980)). "A contract is ambiguous only when it is reasonably and clearly susceptible of more than one interpretation." Id. (citing W.P. Associates v. Forcier, Inc., 637 A.2d 353, 356 (R.I. 1994)). "'[I]nstruments referred to in a written contract may be regarded as incorporated by reference and thus may be considered in the construction of the contract' so long as 'the referring language in the contract . . . demonstrate[s] the parties intended to incorporate all or part of the referenced instrument.'" See Dulong v. Merrimack Mutual Fire Insurance Co., 272 A.3d 120, 127 (R.I. 2022) (quoting Management Capital, L.L.C. v. F.A.F., Inc., 209 A.3d 1162, 1174, 1175 (R.I. 2019)); see also Stanley-Bostitch, Inc. v. Regenerative Environmental Equipment Co., Inc., 786 A.2d 1063, 1065 (R.I. 2001). "'In order for an instrument to be incorporated into and become part of a contract, the instrument must actually be incorporated; it is not enough for the contract to merely mention the instrument[.]'" Management Capital, L.L.C., 209 A.3d at 1175 (quoting 17A Am. Jur. 2d Contracts § 381).
The State and RITA both contend that the terms of Section 13.1 of the CBA are clear and unambiguous but reach opposite conclusions as to whether or not the CBA incorporates the SPRP. Compare State's Mem. 19-30 with RITA's Mem. 27-33. However, when reading Section 13.1 in the context of Article XIII as a whole, it becomes clear that the parties must have intended to incorporate the terms of § 42-28-22.
Section 13.1, which is identical in every iteration of the CBA from 2010 to 2023, provides that "[e]ach member [of the SPRP] shall be entitled to retirement benefits as provided in Section 42-28-22 of the General Laws of Rhode Island, 1956 as amended." When read in isolation, this reference to § 42-28-22 in Section 13.1 may appear as a mere reference to a statute. However, the language that follows in Article XIII makes it clear that the parties incorporated the terms of the statute.
Section 13.3 provides that terms of the parties' agreement which RITA argue modify the manner in which a Trooper's total compensation is calculated. Importantly, Section 13.3 contains several references to the terms of § 42-28-22, and the contract provision would be meaningless when read outside the context of the statute. The parties' explicit references to the statute throughout Article XIII, coupled with the necessity to read the CBA in conjunction with the statute for language of Section 13.3 to have any meaning, demonstrates that the parties intended to incorporate the terms of § 42-28-22.
However, the parties dispute which version of the SPRP is incorporated into the CBA. The State argues the parties clearly intended to incorporate RIRSA's changes to the statute, and that nothing in the language of the CBA guaranteed the benefits described in § 42-28-22 as it stood in 2010, before RIRSA was enacted. See State's Reply 28-45. Therefore, the State argues it could not have breached the terms of the CBA because the Troopers continued to receive retirement benefits in accordance with the amended statute. See id. In contrast, RITA argues that Section 13.1 of the 2010-2013 CBA clearly and unambiguously incorporated the language of SPRP as it existed at the time the 2010-2013 CBA was executed. See RITA's Mem. 27-34. It asserts that the CBA does not contain specific language demonstrating the parties' intent to be bound by future amendments to the SPRP. See id. Therefore, RITA argues that Troopers who retired while the 2010-2013 CBA was in effect are contractually entitled to the retirement benefits provided by the pre-RIRSA terms of the SPRP. See id. Additionally, RITA argues that successors to the 2010-2013 CBA continued to incorporate the pre-RIRSA terms of § 42-28-22; therefore, Troopers who retired under the successive agreements are also contractually entitled the same pre-RIRSA benefits. See id. RITA offers affidavits from RITA leadership to support its interpretation of the CBA. See Grace Aff.; Adams Aff.; Jensen Aff.
Absent express language to the contrary, when the terms of a statute are incorporated into a contract, courts will generally assume that parties are not bound by future amendments to the statute. See Peterson v. D.C. Lottery & Charitable Games Control Board, 673 A.2d 664, 667 (D.C. 1996); Mayor of Salem v. Warner Amex Cable Communications Inc., 467 N.E.2d 208, 210 (Mass. 1984). However, parties are free to incorporate future amendments to the statute by including a provision that "clearly establish[es] that the parties intended to incorporate subsequent enactments into their agreement." Warner Amex Cable Communications Inc., 467 N.E.2d at 210 (quoting Feakes v. Bozyczko, 369 N.E.2d 978, 980 (Mass. 1977)).
Section 13.1 of the CBA provides that the parties agreed to incorporate the terms of "Section 42-28-22 of the General Laws of Rhode Island, 1956, as amended." See CBA Art. XIII § 13.1 (emphasis added). The addition of the phrase "as amended" demonstrates their intention to incorporate the terms of future amendments to the SPRP. See Pattridge v. Starks, 181 So.3d 192, 196 (La. Ct. App. 2015) (upholding a trial justice's finding that the express language "as amended" was "evidence of the parties' intent to include future amendments to the statute and use the law in existence at the time of judicial determination for the resolution of disputes[,]" not to incorporate the terms of the statute at the time the contract was executed).
Although RITA argues that the term "as amended" reflects the parties' intent to incorporate the terms of the statute as it existed at the time the agreement was executed, this meaning would contradict the well-established maxim of contract interpretation that "every word of the contract should be given meaning and effect[.]" See Andrukiewicz v. Andrukiewicz, 860 A.2d 235, 239 (R.I. 2004) (citing Employers Mutual Casualty Co. v. Pires, 723 A.2d 295, 298 (R.I. 1999)). To adopt RITA's interpretation of Section 13.1 would be to "reduce . . . [the] words ['as amended'] to the status of surplusage[,]" which this Court must reject. See id.; see also Pattridge, 181 So.3d at 197 ("The trial court determined that according to the rules of contractual interpretation the term 'as amended' must be given effect; otherwise, that term would be rendered superfluous, contrary to the aim of the [state statute]. To assume 'as amended' referenced the 2004 version of law, and only those amendments previous to 2004, is less than reasonable.") The parties' decision to include the term "as amended" in their agreement demonstrates they intended to be bound by future amendments to the incorporated terms from § 42-28-22 as a matter of law.
Therefore, the plain language of each CBA clearly and unambiguously incorporated the changes made to the SPRP through the enactment of RIRSA.
3
Enhancements to Retirement Benefits
In addition to incorporating the SPRP, the CBA provides that "overtime pay . . . and [a]nnual allowances for clothing and uniform maintenance shall be included" in calculating a Trooper's "'whole remuneration' pursuant to Section 42-28-22 of the General Laws of Rhode Island, 1956 as amended." See CBA Art. XIII § 13.3. In contrast, the SPRP specifies that a Trooper's "whole salary" shall include his or her "base salary, implemented by the longevity increment, holiday pay, and clothing allowance, for the position from which he or she retired or retires." See § 42-28-22(b)(3) (emphasis added).
The State argues that the term "whole remuneration" as defined in Section 13.3 of the CBA cannot be interpreted to modify the way in which a Trooper's "whole salary" is calculated for purpose of calculating the Troopers' retirement benefits. See State's Reply at 47-52. It also argues that RITA has failed to proffer clear and convincing evidence of mutual mistake that the parties intended "whole remuneration" to mean "whole salary" pursuant to § 42-28-22. See id. at 48-52. Therefore, the State asserts that the CBA does not provide the Troopers with any enhancements to the retirement benefits described in the SPRP. See State's Mem. 22-25; State's Reply 47-58.
In response, RITA argues that the parties' reference to the term "whole remuneration" in Section 13.3 clearly reflects an agreement to modify the meaning of "whole salary" pursuant to § 42-28-22. See RITA's Mem. 37-45. RITA explains that the term "whole remuneration" was used in the language of § 42-28-22 until 1980, when the legislature replaced the amended statute, which replaced the term "remuneration" with "salary." See RITA's Mem. 42-44. It argues that the parties mutually understood that "whole remuneration" was intended to refer to "whole salary," and the failure to track the updated language should not render Section 13.3 of the CBA meaningless. See id. (citing Andrukiewicz, 860 A.2d at 239). Therefore, RITA asserts Section 13.3 clearly demonstrates that the parties intended to include overtime in calculating a Trooper's "whole salary."
Again, "[w]hether the terms of a contract are clear and unambiguous is itself a question of law, and the court may consider all the evidence properly before it in reaching its conclusion." Rotelli, 686 A.2d at 94 (citing Westinghouse Broadcasting Co., Inc. 122 R.I. at 579, 410 A.2d at 991). A "contract is ambiguous only when it is reasonably and clearly susceptible of more than one interpretation." Id. (citing W.P. Associates, 637 A.2d at 356).
Here, because Section 13.3 of the CBA defines the term "whole remuneration" pursuant to § 42-28-22, but § 42-28-22 does not include the term "whole remuneration," it is unclear how the parties intended the CBA to be read in conjunction with the statute. The terms "remuneration" and "salary" are close synonyms; however, "remuneration" is a more general term which refers to any form of compensation exchanged for work or services, whereas "salary" is a more specific term which refers to "[a]n agreed compensation for services . . . [usually,] paid at regular intervals on a yearly basis[.]" See Black's Law Dictionary 1607 (12th ed. 2024). Although the language of the CBA does not use the exact term contained in the statute, the terms share similar meanings, and to the extent their meanings differ, the parties' definition of "whole remuneration" can be read to encompass a Trooper's "whole salary," because the term "remuneration" has a broader meaning that would include an employee's base salary. In light of the parties' agreement to incorporate future amendments to the SPRP, the parties' use of the broader term "remuneration" may reflect the parties' intention for the provision to remain in effect, notwithstanding future changes to the precise language of the statute. Therefore, one reasonable interpretation of Section 13.3 is to use the parties' definition of "whole remuneration" to apply to the term "whole salary."
Conversely, it is also reasonable to interpret Section 13.3 of the CBA to have no effect on the term "whole salary." Although the terms "remuneration" and "salary" may be used interchangeably in many contexts, it is also reasonable to interpret the parties' use of both terms in the CBA as a purposeful decision to distinguish an employee's regular salary with his or her total compensation, which may include irregular earnings, such as overtime, or nonmonetary forms of compensation in addition to regular earnings.
RITA argues that the statute's legislative history supports finding that the agreement clearly reflects the parties' intent to use "remuneration" to mean "salary." RITA's Mem. 48-50; RITA's Reply 15-16. RITA explains the parties first included the language of Section 13.3 in the 1976 iteration of the CBA. RITA's Mem. 48-50; see § 42-28-22(b) as enacted by P.L. 1974, ch. 266, § 1. At the time, the CBA mirrored the language of § 42-28-22. Compare CBA Art. XIII § 13.3 with § 42-28-22(b) as enacted by P.L. 1974, ch. 266, § 1. In 1980, the legislature amended the statute, replacing the term "remuneration" with "salary." See § 42-28-22(b) as amended by P.L. 1980, ch. 400, § 1. On one hand, the legislature's change in the statute's language may be viewed to support RITA's interpretation, that the parties understood "remuneration" to mean "salary" and simply failed to update the language of successive CBAs. On the other hand, the legislature's decision to replace the term "remuneration" with the narrower term "salary" may suggest that the terms should be interpreted differently when considered in the context of the statutory scheme.
It is noteworthy that the parties negotiated and executed successive CBAs both prior to and after the enactment of the SPRP that contained both the incorporation of the statute as well as Section 13.3 which could arguably expand the meaning of whole salary. They did so even though the term "whole salary" was defined identically both before and after the enactment of RISRA. RITA argues that the intent of the parties in doing so was to "preserve the status quo" because the "issue [would] be determined by litigation." See RITA's Mem. 10 (citing Grace Aff. ¶ 10; Adams Aff. ¶ 11). The State correctly points out that it is unclear what is meant by preservation of the status quo. However, the State is equally unclear about why the State continued to negotiate CBAs that contain a definition for whole remuneration both prior to and after the enactment of RISRA which arguably would expand the computation of a Trooper's whole salary. See State's Reply 36-38.
These alternative arguments reveal that, even when read in the context of the statute's legislative history, Section 13.3 of the CBA is reasonably susceptible of more than one meaning; therefore, it is ambiguous and not susceptible to a ruling upon summary judgment.
4
Preemption
Even if the CBA provides retirement benefits beyond those provided in the SPRP as a matter of law, the State argues that it is entitled to summary judgment, nonetheless. See State's Mem. 22-25; State's Reply 52-58. Even assuming arguendo that Section 13.3 does enhance the definition of "whole salary" pursuant to § 42-28-22 to provide Troopers with increased benefits in retirement, it argues that such an agreement would be unenforceable. See State's Reply at 52-58. It argues that redefining the term "whole salary" contradicts § 42-28-22, and that parties cannot bargain or adopt practices when a state statute already sets forth the relevant governing provisions. See id. at 56 (citing State v. Rhode Island Alliance of Social Services Employees, Local 580, SEIU, 747 A.2d 465, 469 (R.I. 2000)).
RITA argues that the parties' decision to enhance the retirement benefits provided to Troopers by the SPRP is not preempted by state law, and that the Rhode Island Supreme Court has upheld the validity of this exact enhancement provision in the past. See RITA's Mem. 37-44 (citing State v. Rhode Island State Police Lodge No. 25, 544 A.2d 133 (R.I. 1988)).
The Supreme Court has held that labor agreements which contradict state statute are preempted by the statue and are unenforceable as a matter of law. See, e.g., Rhode Island Alliance, 747 A.2d at 468; Rhode Island Brotherhood of Correctional Officers v. State Department of Corrections, 707 A.2d 1229 (R.I. 1998). A labor agreement is generally unenforceable when it modifies employment rights which have already been "delegated to management or to other governmental agents by state law or other paramount public policy." Id. at 1235.
For example, in Rhode Island Alliance, our Supreme Court held that provisions of a collective bargaining agreement are preempted by state law when the terms of the agreement directly contradict state law. See Rhode Island Alliance, 747 A.2d at 468. That case involved a collective bargaining agreement which was interpreted to include sick leave in calculating overtime compensation, which directly contradicted the terms of G.L. 1956 § 36-4-63, which precluded the use of sick leave in that determination. See id. at 467, 469. Notably, the language of § 36-4-63 provided that "any collective bargaining agreement . . . to the contrary shall be null and void." Id. at 467. The court relied on its determination that the statutory provision provided a "nondelegable-nonmodifiable-statutory mandate" which the parties were not permitted to negotiate through a collective bargaining agreement. See id. at 468-69.
Similarly, in City of Cranston v. International Brotherhood of Police Officers, Local 301, 115 A.3d 971, 979-80 (R.I. 2015), the court held that a collective bargaining agreement which modified the requirements for retirement eligibility was preempted by state statute. In that case, the collective bargaining agreement at issue included a "round up" provision that allowed employees to retire after nineteen and a half years of service, which was less than the twenty years required by state statute. Although the court acknowledged that collective bargaining agreements "may . . . give greater benefits than state law provides, that authority is not without limitation[,]" and in that the "round up" provision in that case directly contradicted state statute. See id. at 979.
Here, the issue of whether the CBA between RITA and the State is preempted by the SPRP relies on the meaning of Section 13.3 of the CBA, which RITA argues provides enhancements to the retirement benefits provided by the SPRP. Because the parties continued to negotiate, or include Section 13.3 in the CBAs, and create the ambiguity as to its meaning within the overall retirement benefit structure, the Court is unable to determine whether the parties' agreement modifies aspects of the SPRP which the legislature did not intend to delegate.
It is notable that the language of § 42-28-22(b) clearly delineates the factors which the legislature intended to include in determining a Trooper's "whole salary." See § 42-28-22(b). Furthermore, the legislature's decision to enact RIRSA, which reduced the amount paid in retirement benefits, may be interpreted to suggest that the legislature did not intend to delegate authority to private parties to negotiate greater retirement benefits.
However, at this stage in litigation, questions of fact remain as to the meaning of the relevant provisions of Section 13.3 of the CBAs, which the parties continued to renegotiate even after the enactment of RISRA, without modification. A determination of that issue is necessary to determine whether its terms improperly "give greater benefits" than those provided through the SPRP and whether it directly contradicts a "nondelegable-nonmodifiable-statutory mandate." See Rhode Island Alliance, 747 A.2d at 468. Therefore, summary judgment is denied.
C
Remaining Counts
The counts which remain in this action depend on the success of RITA's breach of contract claim. Because an issue of fact remains as to whether the State breached the CBAs, the State cannot prevail on its Motion for Summary Judgment on the remaining counts.
IV
Conclusion
For the foregoing reasons, the State's Motion for Summary Judgment is denied on all remaining counts.