High Rock Westminster Street, LLC v. Bank of America, N.A.

Filing 138

ORDER granting 86 Motion to Dismiss and dismissing Defendant's counterclaims; denying 91 Motion for Reconsideration. So Ordered by Chief Judge William E. Smith on 3/12/15. (Jackson, Ryan)

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF RHODE ISLAND
___________________________________
)
)
)
Plaintiff,
)
)
v.
)
)
BANK OF AMERICA, N.A.,
)
)
Defendant.
)
___________________________________)
HIGH ROCK WESTMINSTER STREET LLC,

C.A. No. 13-500 S

ORDER
WILLIAM E. SMITH, Chief Judge.
On

August

6,

2014,

this

Court

denied

Bank

of

America,

N.A.’s (“BOA”) Motion to Amend its Counterclaim against High
Rock Westminster Street LLC (“High Rock”) (ECF No. 65).

Now

before the Court are BOA’s Motion to Reconsider or Clarify the
Order denying its Motion to Amend (ECF No. 91), and High Rock’s
Second Renewed Motion to Dismiss BOA’s Counterclaims (ECF No.
86).
High

For the reasons set forth below, BOA’s motion is DENIED,
Rock’s

motion

is

GRANTED,

and

BOA’s

counterclaims

are

DISMISSED.
I.

Background
BOA was High Rock’s tenant at 111 Westminster Street, and

vacated the building’s premises on April 30, 2013, pursuant to
the parties’ lease.

According to High Rock, BOA left behind

furniture

and

removing,

in

other
breach

property
of

the

that

lease.

BOA

was

High

responsible

Rock

began

for

sending

holdover rent invoices to BOA for about $240,000 per month.
July

2,

2013,

High

Rock

filed

suit

against

BOA

on

On

several

grounds, including breach of lease for failing to remove BOA’s
property from the premises.

(Compl., ECF No. 1.)

BOA asserted in its second of two counterclaims filed on
September 10, 2013 (Answer & Countercl., ECF No. 11) that High
Rock

breached

the

express

terms

of

the

lease

by

demanding

removal of BOA’s property and charging holdover tenant rent. 1
High Rock moved to dismiss this counterclaim.
On October 29, 2013, the parties entered into a Personalty
Agreement (the “Agreement”) in which BOA agreed to pay High Rock
$350,000, and High Rock agreed to waive any claims against BOA
for holdover tenant rent after receipt of the payment.

Both

parties reserved their respective claims and defenses in the
underlying action, including claims relating to removal of the
property and holdover rent assessed prior to the Agreement’s
enactment.
On

June

17,

2014,

BOA

moved

to

amend

its

counterclaim,

seeking to replace its breach of lease claim with an unjust
enrichment claim based on its payment of $350,000 to High Rock
1

BOA initially filed another counterclaim for declaratory
judgment, which it later voluntarily dismissed.
2

under the Agreement.
In an August 6, 2014 Order, this Court held that BOA could
not

amend

its

counterclaim

because

unjust

precluded where a valid contract governs.

enrichment

is

The Order found that

BOA had signed a contract governing the $350,000 payment, and
thus could not claim that no contract governed the payment, a
prerequisite to an unjust enrichment cause of action.
denied

as

moot

High

Rock’s

motion

to

The Order

dismiss

BOA’s

counterclaims, without prejudice to High Rock’s right to refile.
High

Rock

subsequently

renewed

its

motion

to

dismiss,

after

which BOA filed its objection and its motion to reconsider or
clarify the August 6, 2014 Order.
II.

Discussion
Reconsideration “is an extraordinary remedy which should be

used sparingly.”

Palmer v. Champion Mortg., 465 F.3d 24, 30

(1st Cir. 2006) (internal citation and quotation marks omitted).
A

court

will

demonstrates
law,”

or

argument.
(1st

Cir.

not

newly

that

the

grant

reconsideration

discovered
court

evidence,

“patently

“a

unless

the

manifest

misunderstood”

movant

error
a

of

party’s

Ruiz Rivera v. Pfizer Pharm., LLC, 521 F.3d 76, 81-82
2008).

Clarification

or

modification

is

only

warranted in the event of a clerical or ministerial error in the
judgment.

Chrabaszcz v. Johnston Sch. Comm., 474 F. Supp. 2d

298, 322 (D.R.I. 2007).
3

BOA has repeatedly asserted that it seeks to preserve its
right

to

recover

the

$350,000

it

paid

High

Rock

under

the

Agreement, should it prevail on the merits of the underlying
action.

According to BOA, safeguarding its ability to recover

this payment was the purpose behind its initial counterclaim for
breach of contract as well as its proposed amended counterclaim.
This does not, however, change the fact that unjust enrichment
is

inapplicable

to

BOA’s

contractually

mandated

payment

of

$350,000, and is therefore an improper vehicle for recovering
this payment.

BOA has pointed to no error or misunderstanding

in the August 6, 2014 Order, nor has it set forth any other
basis for reconsideration or clarification.
Moreover, counsel for BOA has conceded that the claim BOA
seeks to preserve was not properly couched as a claim for breach
of contract, and that BOA’s payment of $350,000 cannot properly
be characterized as damages for breach of the lease.

Even BOA

agrees that dismissal of its initial counterclaim for breach of
contract

is

therefore

warranted,

especially

given

that

BOA’s

concern is with a payment made not only after the counterclaim
was filed, but pursuant to a separate contractual agreement.
BOA’s unjust enrichment claim is no better suited than its
breach of contract claim to resolving a foreseeable dispute over
BOA’s

entitlement

to

under the Agreement.

recover

the

$350,000

it

paid

High

Rock

Having said this, the Court understands
4

BOA’s obvious frustration; it feels there should be some way to
reclaim the $350,000 it paid High Rock if it prevails in the
underlying

action.

But

the

Agreement

on

provide an avenue for the remedy BOA seeks.

its

face

does

not

This Court holds

that neither the breach of contract nor the unjust enrichment
counterclaims

asserted

by

BOA

are

appropriate

vehicles

to

recover the $350,000.
III. Conclusion
For the foregoing reasons, BOA’s Motion to Reconsider or
Clarify is DENIED, High Rock’s Motion to Dismiss is GRANTED, and
BOA’s counterclaims are DISMISSED.
IT IS SO ORDERED.

William E. Smith
Chief Judge
Date: March 12, 2015

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