Congregation Shearith Israel v. Congregation Jeshuat Israel

Supreme Court

No. 2023-345-Appeal.
(ND 23-100)

Congregation Shearith Israel :

v. :

Congregation Jeshuat Israel. :

NOTICE: This opinion is subject to formal revision
before publication in the Rhode Island Reporter. Readers
are requested to notify the Opinion Analyst, Supreme
Court of Rhode Island, 250 Benefit Street, Providence,
Rhode Island 02903, at Telephone (401) 222-3258 or
Email opinionanalyst@courts.ri.gov, of any typographical
or other formal errors in order that corrections may be
made before the opinion is published.
Supreme Court

No. 2023-345-Appeal.
(ND 23-100)

Congregation Shearith Israel :

v. :

Congregation Jeshuat Israel. :

Present: Suttell, C.J., Goldberg, Robinson, and Long, JJ.

OPINION

Chief Justice Suttell, for the Court. Nestled amid Newport’s narrow,

winding streets and lying at the heart of this controversy is Touro Synagogue, the

oldest active Synagogue in the United States. Touro Synagogue is not only one of

Rhode Island’s most cherished historical edifices, it is an enduring emblem of the

principles established by Roger Williams of religious freedom and liberty of

conscience.1 The case before us concerns the efforts of the plaintiff, Congregation

Shearith Israel (Shearith Israel), to evict the defendant, Congregation Jeshuat Israel

(Jeshuat Israel), from the Synagogue.

1
Each year, George Washington’s letter to the Newport Hebrew Congregation is
read in the Touro Synagogue. Washington was responding to a letter from Moses
Seixas, warden of the congregation. Echoing Seixas’ words, Washington wrote that
the government of the United States “gives to bigotry no sanction, to persecution no
assistance * * *.”

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Jeshuat Israel appeals from a Superior Court judgment granting Shearith Israel

the right to take immediate possession of the property located at 72 Touro Street in

Newport, Rhode Island, including the Touro Synagogue building and all

appurtenances and paraphernalia contained therein. Jeshuat Israel raises four

arguments on appeal. First, Jeshuat Israel claims that the trial justice erred by ruling

that Shearith Israel’s termination notice was valid, asserting that the Superior Court

did not have subject-matter jurisdiction over the dispute. Second, Jeshuat Israel

asserts that the trial justice erred by ruling that a 1945 agreement among the parties

and the United States Secretary of the Interior does not contain a condition precedent

to the ejectment action at bar. Third, Jeshuat Israel argues that that the trial justice

erred by ruling that the 1945 agreement did not modify the 1908 lease or the terms

of Jeshuat Israel’s holdover tenancy to include that condition precedent to ejectment.

Fourth, Jeshuat Israel contends that the trial justice erred to the extent that she ruled

that Jeshuat Israel waived its defense that Shearith Israel failed to satisfy a condition

precedent to eviction under the 1945 agreement. For the reasons set forth herein, we

affirm the judgment of the Superior Court.

I

Facts and Travel

The background of this case involves a complex history that stretches back to

the mid-eighteenth century, a time during which the Jewish population of Newport

-2-
acquired land and constructed Touro Synagogue. Congregation Jeshuat Israel v.

Congregation Shearith Israel, 866 F.3d 53, 54-55 (1st Cir. 2017).2 Some years later,

nearly all the Jews in Newport had left the area, the Synagogue closed, and moveable

Synagogue property was given to Shearith Israel, a congregation located in New

York. Id. at 55. Years after this, the number of Jews living in Newport swelled,

allowing the Synagogue to reopen and prompting Shearith Israel to return the

moveable Synagogue property to Newport. Id. The Synagogue was once again

shuttered in 1901, amid conflict between Shearith Israel and Jeshuat Israel. Id. The

Synagogue remained closed until

“a group of the Newport Jews broke in and engaged in a
limited occupation that lasted for another year, whereupon
[Jeshuat Israel] and several individuals brought suit in
equity against [Shearith Israel] in a Rhode Island court,
claiming a right to the Synagogue and its lands. [Shearith
Israel] removed the case to federal district court, which in
January 1903 sustained [Shearith Israel]’s demurrer and
dismissed the case. See David v. Levy, 119 F. 799 (D.R.I.
1903).” Id.

In 1903 Shearith Israel and Jeshuat Israel elected to settle their quarrel over

competing interests in the property by entering into a five-year lease that allowed

Jeshuat Israel to have possession of Touro Synagogue as a tenant of Shearith Israel.

2
In Congregation Jeshuat Israel v. Congregation Shearith Israel, 866 F.3d 53 (1st
Cir. 2017), the United States Court of Appeals for the First Circuit provided a
thorough history of the relationship between Shearith Israel and Jeshuat Israel
regarding Touro Synagogue. We turn to this case to provide context for our analysis
of the issues in the case at bar.

-3-
After the term of that 1903 lease expired, Shearith Israel and Jeshuat Israel entered

into a second five-year lease with the same terms. Upon the expiration of the 1908

lease, in 1913, Jeshuat Israel did not quit possession of Touro Synagogue, but rather

became a holdover tenant. Congregation Jeshuat Israel, 866 F.3d at 55-56.

Over thirty years later, in an effort to better secure the preservation of Touro

Synagogue and to give it the recognition as a national historical site that it deserved,

Shearith Israel, Jeshuat Israel, and the Secretary of the Interior entered into an

agreement (the 1945 agreement). In particular, the agreement provides that Jeshuat

Israel, Shearith Israel, and “their respective successors and assigns” would

“preserve, protect, maintain, and, when necessary, restore, so far as lies within their

power, the Touro Synagogue, Newport, Rhode Island, and the grounds immediately

about the Synagogue building * * *.” At the root of the issues in the case before us

is the following provision:

“[I]t is the purpose of all parties to this [a]greement to
preserve the integrity of the said Touro Synagogue,
Newport, Rhode Island, and to further public appreciation
of the full importance of our great national heritage in
historic sites by insuring to the Touro Synagogue,
Newport, Rhode Island, its rightful place in the national
program of historical conservation, and to secure this
result a high degree of cooperation is necessary, and the
parties hereto shall mutually consult on all matters of
importance to the program.”

-4-
Specifically at issue is whether this clause modified the terms of the parties’ lease so

as to create a condition precedent that required Shearith Israel to consult with both

Jeshuat Israel and the Secretary of the Interior before initiating an eviction action.

Indeed, the agreement does enumerate specific actions that require

consultation with, and permission from the Secretary of the Interior, including: (1)

“erect[ing], or permit[ting] to be erected, any building or buildings on any portion

of the grounds * * * designated by the Secretary as part of the national historic site”;

(2) installing “any monument, marker, tablet, or other memorial in or upon the said

Touro Synagogue, or any portion of the grounds herein referred to, designated by

the Secretary as part of the national historic site”; (3) making “structural alterations”

or “substantial repairs affecting the appearance” of the Synagogue; and (4)

undertaking the “decoration and furnishing of the interior of the building.”

Sadly, Jeshuat Israel and Shearith Israel do not enjoy a harmonious

relationship, leading to litigation in the federal courts seeking to resolve issues other

than those which are before this Court. See Congregation Jeshuat Israel v.

Congregation Shearith Israel, 186 F. Supp. 3d 158 (D.R.I. 2016), rev’d, 866 F.3d

53 (1st Cir. 2017); Congregation Jeshuat Israel v. Congregation Shearith Israel,

866 F.3d 53 (1st Cir. 2017).

Both parties have recognized, in their papers and through witness testimony

at trial, that their relationship had “deteriorated.” Eventually, Shearith Israel decided

-5-
that it would evict Jeshuat Israel from Touro Synagogue by sending a written notice

of eviction to Jeshuat Israel, informing it that it must vacate the premises of Touro

Synagogue by February 1, 2023. Jeshuat Israel has not vacated the premises.

On February 2, 2023, Shearith Israel filed in the Rhode Island District Court

the instant action against Jeshuat Israel for trespass and for repossession by

ejectment. In its complaint, Shearith Israel asserted that it owned the “real property

known as the Touro Synagogue * * * together with the appurtenances and

paraphernalia belonging thereto * * *.” Shearith Israel further claimed that it entered

into a second five-year lease agreement with Jeshuat Israel for Touro Synagogue that

expired on January 31, 1913, and that, after that date, Jeshuat Israel became a

holdover tenant. Additionally, Shearith Israel asserted that the United States Court

of Appeals for the First Circuit had recently ruled that “[Shearith Israel] is fee owner

of the Touro Synagogue building, appurtenances, fixtures, and associate[d] land[.]”

See Congregation Jeshuat Israel, 866 F.3d at 61.

Shearith Israel claimed that on October 21, 2022, it “sent [Jeshuat Israel] a

[n]otice to [t]erminate [t]enancy by e-mail, U.S. mail, and Federal Express,”

demanding “that [Jeshuat Israel] quit the [p]remises by the end of February 1, 2023,

which is the day following the end of the holdover lease term.” As of the date that

the complaint was filed, Shearith Israel maintained that Jeshuat Israel remained in

possession of Touro Synagogue and the land, fixtures, and appurtenances thereto

-6-
(the property), “without permission to do so.” This, according to its complaint,

caused Shearith Israel to file this action for repossession and one count of trespass

and ejectment. On March 8, 2023, the eviction proceeding was removed to the

Superior Court by an order of the District Court.3

Subsequently, the parties filed pretrial memoranda and the case proceeded to

trial on June 29, 2023. Thereafter, the parties submitted posttrial memoranda.

Before the Superior Court, Jeshuat Israel advanced several arguments in its

posttrial memorandum. Specifically, Jeshuat Israel asserted that “[t]he [c]ourt lacks

subject-matter jurisdiction over this trespass and ejectment matter unless Shearith

Israel establishes that its October 21, 2022, notice of termination of tenancy * * *

was ‘valid and proper.’” (Quoting Hedco, LTD v. Blanchette, 763 A.2d 639, 643

(R.I. 2000).) Jeshuat Israel further argued that “Rhode Island termination-

of-tenancy case-law requires ‘strict compliance with notice requirements.’”

(Quoting Hedco, 763 A.2d at 643.) Jeshuat Israel continued to rely on Hedco,

3
The Attorney General sought to intervene in Superior Court, arguing that “[t]his
proceeding involves ‘a trustee who holds in trust within the state property given,
devised, or bequeathed for charitable, educational, or religious purposes, and who
administers or is under a duty to administer the property in whole or in part for these
purposes within the state’ and therefore the Attorney General ‘shall be deemed to be
an interested party to the judicial proceedings.’” (Quoting G.L. 1956 § 18-9-5.) The
trial justice denied the Attorney General’s motion to intervene as of right and granted
the Attorney General’s motion to intervene permissively. We note that the question
of whether or not the property is held in trust is not at issue before this Court and
will not be addressed further. Accordingly, the Attorney General, on April 18, 2024,
filed with this Court a notice of intent not to file any position on this appeal.

-7-
contending, “[a]s the Rhode Island Supreme Court stated * * * ‘we have determined

a notice to be fatally defective * * * when it did not clearly indicate that an agent

was acting on behalf of the landlord.’” (Quoting Hedco, 763 A.2d at 642 (citing Tate

v. Peter Charles Reynolds, Inc., 622 A.2d 449, 450 (R.I. 1993)).) Jeshuat Israel

claimed that the notice to terminate tenancy was not valid and proper, therefore

stripping the Superior Court of subject-matter jurisdiction over the claim, because

the notice did not state the capacity in which the author of the notice—Louis

Solomon—was writing. Jeshuat Israel argued that this caused the notice to be

defective, because Tate requires it to “clearly indicate that an agent was acting on

behalf of the landlord.” (Quoting Hedco, 763 A.2d at 642 (citing Tate, 622 A.2d at

450).) Furthermore, Jeshuat Israel asserted that Mr. Solomon testified that “[he]

didn’t make any explicit statement about the capacity in which [he] was writing” and

that that “admission is fatal to Shearith Israel’s case” as it proves a lack of strict

compliance with notice requirements.

Jeshuat Israel also argued that Shearith Israel cannot evict Jeshuat Israel

because Shearith Israel failed to satisfy a condition precedent to its lease agreement.

Jeshuat Israel asserted that the 1945 agreement by Jeshuat Israel, Shearith Israel, and

the Secretary of the Interior modified the holdover lease by creating a requirement

that Shearith Israel “consult with the Secretary of the Interior before undertaking

‘matters of importance’ to the ‘program of historical conservation’ of Touro

-8-
Synagogue.” Jeshuat Israel contends that this eviction proceeding constitutes a

matter of importance to the preservation of the Synagogue and, therefore, required

consultation with the Secretary of the Interior before such an action could be

brought. This failure, argued Jeshuat Israel, should have precluded Shearith Israel

from being able to bring this eviction action.

Shearith Israel also brought several arguments before the Superior Court.

Shearith Israel argued that it proved a prima facie case for eviction “by proving (1)

[its] title and (2) possession in the defendant.” (Internal quotation marks omitted.)

Shearith Israel continued to assert that the First Circuit affirmed Shearith Israel’s

title in a previous opinion. Furthermore, Shearith Israel asserted that Jeshuat Israel

was in unlawful possession of the property since Shearith Israel “served [Jeshuat

Israel] with a [n]otice of [t]ermination.”

Additionally, Shearith Israel argued that it followed proper procedure in

evicting Jeshuat Israel. At trial, Jeshuat Israel attempted to raise a defense that Mr.

Solomon needed to include his title of Parnas (President) of Shearith Israel on the

notice. In response Shearith Israel argued: “[(1)] [Jeshuat Israel] was well aware of

his title * * *, [(2)] the [n]otice was on Shearith Israel letterhead, and [(3)] the

[n]otice stated that Shearith Israel is ‘owner and landlord’ of Touro Synagogue

* * *.” Shearith Israel further asserted that it followed the statutory requirements of

-9-
a notice of termination, because “[t]he pertinent statutes require only ‘notice in

writing from the landlord.’” (Quoting G.L. 1956 § 34-18.1-2.)

Furthermore, before the Superior Court, Shearith Israel argued that “[t]he

1945 agreement did not modify the lease terms” and did not “impose a condition

precedent” that would require the parties to consult with the Secretary of the Interior

before Shearith Israel could initiate an eviction action against Jeshuat Israel.

Following the submission of posttrial memoranda and final closing

arguments, the trial justice issued a bench decision in favor of Shearith Israel. The

trial justice began her decision with an overview of the procedural history of the case

and the arguments presented at trial. The trial justice then turned to the first

argument presented by Jeshuat Israel—that the Superior Court lacked subject-matter

jurisdiction over this action because the lease termination notice was defective.

Ultimately, the trial justice held that Jeshuat Israel “fail[ed] in its attempt to

challenge the notice for a few reasons.” After her analysis of the notice arguments,

the trial justice addressed the arguments concerning the 1945 agreement and whether

that agreement modified the lease agreement between Shearith Israel and Jeshuat

Israel to create a condition precedent.

The trial justice decided that “[she did not] view this 1945 agreement as

modifying the 1908 lease to include a condition precedent before a termination of

the tenancy could be undertaken.” The trial justice went on to rule that the 1945

- 10 -
agreement required Jeshuat Israel and Shearith Israel to consult with each other, and

the Secretary of the Interior, should they take any actions to renovate or restore the

buildings and grounds at Touro Synagogue.

Finally, the trial justice found in favor of Shearith Israel as to its ownership

and right to immediately possess Touro Synagogue. Judgment to that effect entered

on September 14, 2023, along with an order granting a stay of execution on the

judgment pending appeal. This appeal followed.

II

Discussion

Jeshuat Israel raises four arguments on appeal. First, Jeshuat Israel claims

that the trial justice erred by ruling that Shearith Israel’s termination notice was

valid, asserting that the Superior Court did not have subject-matter jurisdiction over

the dispute. Second, Jeshuat Israel asserts that the trial justice erred by ruling that

the 1945 agreement among the parties does not contain a condition precedent to the

ejectment action at bar. Third, Jeshuat Israel argues that that the trial justice erred

by ruling that the 1945 agreement did not modify the 1908 lease or the terms of

Jeshuat Israel’s holdover tenancy to include that condition precedent to ejectment.

Fourth, Jeshuat Israel contends that the trial justice erred to the extent that she ruled

that Jeshuat Israel waived its defense that Shearith Israel failed to satisfy a condition

precedent to eviction under the 1945 agreement.

- 11 -
Subject-Matter Jurisdiction

We begin by analyzing Jeshuat Israel’s claim that the Superior Court lacked

subject-matter jurisdiction over the eviction proceeding due to deficient notice.

Jeshuat Israel maintains on appeal that Shearith Israel’s notice was not “valid

and proper” and that it was not in “strict compliance with notice requirements.”

(Quoting Hedco, 763 A.2d at 643.) Additionally, Jeshuat Israel argues that “Shearith

Israel’s purported termination notice is defective under Tate v. Peter Charles

Reynolds, Inc., 622 A.2d 449 (R.I. 1993), because the notice did not explicitly state

in what capacity its author, Louis M. Solomon, was writing.” Jeshuat Israel

continues to argue that, under Tate, Mr. Solomon was required to specifically state

the capacity in which he was sending the notice of termination of tenancy.

Furthermore, Jeshuat Israel asserts that the “notice was signed ‘Louis M. Solomon,’

but did not indicate in what capacity Mr. Solomon had sent the letter.” This,

according to Jeshuat Israel, renders the notice of termination of tenancy deficient,

stripping the Superior Court of subject-matter jurisdiction over the proceeding.

In response to this argument, Shearith Israel asserts that, in order “[t]o

terminate a commercial lease, ‘notice in writing from the landlord’ must be given.

See § 34-18.1-2 (tenants at will or by sufferance); § 34-18.1-4 (tenants by parol from

year to year).” Shearith Israel further argues that

“there is no question that the [n]otice was ‘in writing from
the landlord.’ The [n]otice was on Shearith Israel’s own

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letterhead, containing Shearith Israel’s name, address, and
contact information; and the text of the letter said that it
was sent ‘on behalf of Congregation Shearith Israel,’ the
‘owner and landlord’ of the subject premises * * *. There
is no other requirement with respect to capacity.”

The trial justice found that “[t]he capacity in which Mr. Solomon was sending

the notice to [Jeshuat Israel] * * * is abundantly clear.” The trial justice explained

that “the parties are familiar with each other and knew exactly what Mr. Solomon’s

role is or was and in what capacity he was sending the [notice]. It literally * * *

states * * * ‘[o]n behalf of [Shearith Israel],’ who it later states ‘is owner and

landlord of the Touro Synagogue.’” This led the trial justice to conclude that “[t]here

could be absolutely no confusion in [Jeshuat Israel]’s * * * collective mind just who

was seeking to terminate the lease and in what capacity he was doing so.” In

addition, the trial justice distinguished Tate from the facts of this case. She explained

that

“the Tate case dealt with a situation wherein the original
notice to quit was determined to be facially defective
because it did not indicate that an agent was acting on
behalf of the landlord * * * and that’s not the case here.
Mr. Solomon indicated that he was acting on behalf of
[Shearith Israel].”

We agree. It is clear that the trial justice made a decision based upon the facts before

her regarding the notice letter that was sent from Shearith Israel to Jeshuat Israel,

and we perceive no error in her reasoning or determination. Indeed, the notice of

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termination that was delivered was clearly sent on behalf of Shearith Israel and,

therefore, does not render the notice deficient.

Accordingly, the trial justice was correct in determining that the Superior

Court has subject-matter jurisdiction over this action.

Condition Precedent

“A judgment in a nonjury case will be reversed on appeal when it can be

shown that the trial justice misapplied the law, misconceived or overlooked material

evidence or made factual findings that were clearly wrong.” Quillen v. Cox, 306

A.3d 1040, 1045 (R.I. 2024) (quoting Boisse v. Miller, 267 A.3d 634, 636 (R.I.

2022)). “Upon review,” this Court accords “the factual findings of a trial justice

sitting without a jury great deference and consider[s] questions of law de novo.” Id.

(quoting Boisse, 267 A.3d at 636).

Indeed, the question of “[w]hether or not ‘the terms of a contract are

ambiguous is a question of law.’” America Condominium Association, Inc. v. Mardo,

270 A.3d 612, 624 (R.I. 2022) (quoting Sturbridge Home Builders, Inc. v. Downing

Seaport, Inc., 890 A.2d 58, 62 (R.I. 2005)). “Accordingly, we review a trial justice’s

interpretation of a contract de novo.” Atmed Treatment Center, Inc. v. Travelers

Indemnity Company, 285 A.3d 352, 360 (R.I. 2022) (quoting Bacon Construction

Co., Inc. v. Arbella Protection Insurance Company, Inc., 208 A.3d 595, 599 (R.I.

2019)).

- 14 -
The second set of arguments in this appeal all stem from the 1945 agreement.

Before this Court, Jeshuat Israel advances several arguments regarding the 1945

agreement: (1) “Jeshuat Israel’s eviction from Touro Synagogue is a ‘matter of

importance to the program’ of historic preservation that, under the 1945 [a]greement,

requires prior consultation”; (2) “[t]he 1945 [a]greement modified the holdover

tenancy”; (3) “Shearith Israel’s post-trial assertion of a pleading defect is not an

alternative ground for affirmance”; and (4) “[t]he 2017 decision of the First Circuit

Court of Appeals does not preclude reliance on the 1945 [a]greement.”

Similarly, Shearith Israel presents several arguments relating to the 1945

agreement: (1) “[t]he Superior Court correctly found that the 1945 agreement did

not modify the lease”; (2) “[t]he Superior Court correctly found that the 1945

agreement did not impose a condition precedent on Shearith Israel’s right to evict

[Jeshuat Israel]”; and (3) “[Jeshuat Israel] is precluded from raising any

modification or condition precedent defense.”

The dispositive question presented on appeal is whether the 1945 agreement

obligated Shearith Israel to consult with the parties to said agreement before evicting

its holdover tenant, Jeshuat Israel. Therefore, we need only address the arguments

related to the 1945 agreement. Before this Court, Jeshuat Israel argues that the 1945

agreement modified the holdover tenancy to require Shearith Israel to first consult

with Jeshuat Israel and the Secretary of the Interior prior to evicting Jeshuat Israel.

- 15 -
Specifically, Jeshuat Israel first asserts that Shearith Israel and Jeshuat Israel

“modified their 1908 lease when, in the 1945 [a]greement, they explicitly agreed to

undertake additional obligations to one another, and to the Secretary of the Interior,

concerning Touro Synagogue.” Jeshuat Israel further argues that parties are free to

modify the terms of a lease through a subsequent agreement. Jeshuat Israel then

contends that Jeshuat Israel and Shearith Israel did this through the 1945 agreement,

because, Jeshuat Israel asserts, the parties entered into the 1945 agreement in their

respective capacities as lessor and lessee. This, Jeshuat Israel submits, is how the

1945 agreement created new obligations for Jeshuat Israel and Shearith Israel in their

individual roles as landlord and tenant. Jeshuat Israel claims that one such new

obligation is “the parties’ duty to consult with each other and the Secretary of the

Interior on matters of importance to Touro Synagogue’s preservation program

* * *.” According to Jeshuat Israel, this constitutes a modification of the lease

creating a condition precedent because the terms of the 1908 lease agreement

controlling the holdover tenancy relationship between Jeshuat Israel and Shearith

Israel did not contain any consultation obligation.

Second, Jeshuat Israel argues that its eviction would constitute “such a matter

of importance,” therefore requiring prior consultation to satisfy the condition

precedent. Jeshuat Israel asserts that the trial justice erred in finding that “matters

- 16 -
of importance” requiring prior consultation under the 1945 agreement are limited to

buildings-and-grounds matters.

In response, Shearith Israel argues that the 1945 agreement did not modify the

lease agreement to create a condition precedent to be satisfied before Shearith Israel

could evict Jeshuat Israel from Touro Synagogue. Shearith Israel contends that “the

1945 [a]greement states that Shearith Israel and [Jeshuat Israel] agree that ‘in

carrying out the provisions of this [a]greement, their obligations shall be performed

in accordance with and subject to their respective rights and obligations as lessor and

lessee as heretofore established.’” According to Shearith Israel,

“the use of the phrases ‘in accordance with’ and ‘subject
to’ signify that the [l]ease was not modified or otherwise
limited by the 1945 [a]greement. The phrase ‘subject to’
means that the [l]ease controls and limits the 1945
[a]greement as between [Jeshuat Israel] and Shearith
Israel; it means that the 1945 [a]greement is subordinate
to the [l]ease.”

Shearith Israel further claims that, if this Court agrees with their argument “that the

1945 [a]greement did not modify the [l]ease, then it need not determine” whether a

condition precedent is created therein.

In her bench decision, the trial justice ultimately found that she “[does not]

view this 1945 agreement as modifying the 1908 lease to include a condition

precedent before a termination of the tenancy could be undertaken.” Rather, the trial

justice decided that the 1945 agreement “requires either party, taking action relative

- 17 -
to the restoration or renovation of the grounds or buildings * * * to consult each

other as well as the Secretary of the Interior.” As discussed supra, this Court

“review[s] a trial justice’s interpretation of a contract de novo.” Atmed Treatment

Center, Inc., 285 A.3d at 360 (quoting Bacon Construction Co., Inc., 208 A.3d at

599).

Accordingly, the issue before this Court is whether the 1945 agreement

modified the lease between Jeshuat Israel and Shearith Israel to include a condition

precedent to an eviction action. At the heart of that issue is the question of what is

meant by the phrase “the parties hereto shall mutually consult on all matters of

importance to the program.” In particular, this Court need only decide whether an

eviction action is part of the “program” contemplated by the 1945 agreement, and,

if so, whether the agreement created a condition precedent requiring consultation

before such an action.

“In determining whether or not a particular contract is ambiguous, the court

should read the contract in its entirety, giving words their plain, ordinary, and usual

meaning.” Haviland v. Simmons, 45 A.3d 1246, 1258 (R.I. 2012) (quoting Young v.

Warwick Rollermagic Skating Center, Inc., 973 A.2d 553, 558 (R.I. 2009)).

We now turn to the potential ambiguity found in the 1945 agreement due to

the term “program.” Although the 1945 agreement provides no definition for the

term “program,” the document refers to “the national program of historical

- 18 -
conservation” in a section that sets forth the purpose of the agreement. The

agreement further provides that Shearith Israel and Jeshuat Israel agree to “preserve,

protect, maintain, and, when necessary, restore, so far as lies within their power, the

Touro Synagogue, Newport, Rhode Island, and the grounds immediately about the

Synagogue building * * *.” The agreement continues to focus on only the

preservation and maintenance of the Synagogue building and grounds for the benefit

of the public as a historical site and a place for worship. Additionally, the agreement

states that it is the shared desire of Shearith Israel and Jeshuat Israel to

“promote the designation of the said Touro Synagogue as
a national historic site and to preserve, protect, and
maintain it in perpetuity for all necessary and desirable
public and religious purposes, for the inspiration and
benefit of the people of the United States, and particularly
to continue to foster on the part of the people of the
[n]ation, through visits to this shrine, a sincere devotion to
the United States and to the principles of religious freedom
for which it stands, and for the perpetuation of this
country’s architectural and cultural heritage[.]”

There is no doubt that the “program” contemplated by the 1945 agreement is the

preservation of the Touro Synagogue building and grounds as a historic national site

for the benefit of the nation’s cultural fabric, and a place for worship. When read

with this contextual framework, the word “program” within the phrase “the parties

hereto shall mutually consult on all matters of importance to the program” means

that the parties must consult with each other on matters pertaining to the conservation

and preservation of the Touro Synagogue building and grounds as a national historic

- 19 -
site, so that it may continue to be held open to the public as a cultural and historical

resource and for worship.

Accordingly, keeping Jeshuat Israel on as a holdover tenant does not

constitute a “matter[] of importance to the program.” Therefore, we agree with the

trial justice that the 1945 agreement did not modify the lease between Shearith Israel

and Jeshuat Israel, but rather “it requires either party, taking action relative to the

restoration or renovation of the grounds or buildings * * * to consult each other as

well as the Secretary of the Interior.” We therefore hold that the 1945 agreement

did not modify the holdover tenancy to create a condition precedent requiring that

Shearith Israel consult Jeshuat Israel before initiating eviction proceedings, as such

an action does not fall within the scope of the program of historical preservation and

conservation.

Furthermore, the 1945 agreement contains clauses that require Shearith Israel

and Jeshuat Israel to obtain written permission from the Secretary of the Interior

before undertaking specific actions, such as constructing new buildings on the

grounds and altering the structure or appearance of the Synagogue through repairs.

The agreement also contains clauses that require the parties to consult with the

National Park Service (a bureau of the Department of the Interior) before

undertaking other specific actions such as placing a marker or monument in the

Synagogue or on the grounds and decorating and furnishing the interior of the

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Synagogue. These are specific actions within the scope of the “program” that require

consultation among the parties to the 1945 agreement. They do not include evicting

Jeshuat Israel as a tenant. From the language found in these clauses, it is apparent

that Shearith Israel, Jeshuat Israel, and the Secretary of the Interior considered when

specifically they must consult one another, but elected not to include the eviction of

the lessee occupying Touro Synagogue as such an event. It may be that these terms

of the 1945 agreement create conditions precedent to actions being taken that affect

the “program” of conservation at Touro Synagogue, but the terms do not modify the

terms of the lease agreement between Shearith Israel and Jeshuat Israel, or their

relationship as lessor and lessee in any way. It is clear that these terms seek to protect

Touro Synagogue as a historic site and require collaboration among the parties

before the Synagogue building or grounds are altered, but the terms do not reach

back to modify any of the terms of the lease agreement.

Because the 1945 agreement did not modify the lease, the only question before

the Superior Court was whether the elements required for ejectment were satisfied.

As the trial justice explained, Shearith Israel need only prove “that [Shearith Israel]

has title or ownership to the property and that the property is in possession of

[Jeshuat Israel].” The trial justice went on to explain that Shearith Israel’s ownership

of Touro Synagogue and Jeshuat Israel’s status as a holdover lessee were clearly

recognized in the First Circuit Court of Appeals decision in Congregation Jeshuat

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Israel, 866 F.3d at 61-62. With respect to Jeshuat Israel’s possession of Touro

Synagogue, the trial justice found that “it’s undisputed that [Jeshuat Israel] has not

vacated the property[;] * * * [they are] still in possession.” We discern no reason to

disturb her factual findings.

Accordingly, our review of the record reveals that the trial justice did not err

in entering judgment in favor of Shearith Israel, granting it “the right to take

immediate possession of the [p]remises * * * together with the appurtenances and

paraphernalia belonging thereto in accordance with the 1903 and 1908 leases.”

III

Conclusion

For the foregoing reasons, we affirm the judgment of the Superior Court. The

papers in this case may be remanded to that tribunal.

Justice Lynch Prata did not participate.

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STATE OF RHODE ISLAND
SUPREME COURT – CLERK’S OFFICE
Licht Judicial Complex
250 Benefit Street
Providence, RI 02903

OPINION COVER SHEET

Congregation Shearith Israel v. Congregation Jeshuat
Title of Case
Israel.
No. 2023-345-Appeal.
Case Number
(ND 23-100)

Date Opinion Filed April 10, 2025

Justices Suttell, C.J., Goldberg, Robinson, and Long, JJ.

Written By Chief Justice Paul A. Suttell

Source of Appeal Newport County Superior Court

Judicial Officer from Lower Court Associate Justice Maureen B. Keough

For Plaintiff:

Mitchell R. Edwards, Esq.
Attorney(s) on Appeal For Defendant:

Jonathan M. Wagner, Esq. Pro Hac Vice
Lauren E. Jones, Esq.