Multi-State Restoration, Inc. v. DWS Properties, LLC

Summary

The Rhode Island Supreme Court held that the Superior Court improperly treated a motion to dismiss as a motion for summary judgment after considering materials outside the complaint without expressly excluding them. The Court concluded that those materials raised genuine issues of material fact concerning the plaintiffs’ contractual claims. It also held that the plaintiffs’ quasi-contract and unjust-enrichment claims were not barred by the Mechanics’ Liens statute, vacated the judgment, and remanded the case.

Holdings

1. When a court considers materials outside the pleadings and does not expressly exclude them, Rule 12(b)(6) requires the motion to be treated as one for summary judgment under Rule 56.
2. Summary judgment was inappropriate because the record contained genuine issues of material fact concerning what work Multi-State performed, when and under what circumstances it was performed, and whether the contract was breached.
3. DWS was not entitled to judgment as a matter of law on the equitable claims merely because DWS was not expressly named in the contracts.
4. The Mechanics' Liens statute did not preclude plaintiffs from pursuing quasi-contract and unjust-enrichment remedies because Rhode Island General Laws § 34-28-33 preserves remedies otherwise available under law.

Questions Presented

1. Whether the Superior Court properly decided DWS's Rule 12(b)(6) motion after considering contracts and bankruptcy materials outside the complaint.
2. Whether conversion of the Rule 12(b)(6) motion to a motion for summary judgment required denial of judgment because genuine issues of material fact existed concerning the work performed, timing, circumstances, and alleged breach.
3. Whether DWS was entitled to judgment as a matter of law on plaintiffs' quasi-contract and unjust-enrichment claims because DWS was not named in the contracts or because the Mechanics' Liens statute provided an adequate remedy at law.

Disposition

vacated