Boyang Song v. Evan Lemoine, in his capacity as President of The 903 Condominium Owner's Association, Inc.

Supreme Court

No. 2024-34-Appeal.
(PC 23-2781)

Boyang Song et al. :

v. :

Evan Lemoine, in his capacity as :
President of The 903 Condominium
Owner’s Association, Inc., et al.

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. 2024-34-Appeal.
(PC 23-2781)

Boyang Song et al. :

v. :

Evan Lemoine, in his capacity as :
President of The 903 Condominium
Owner’s Association, Inc., et al.

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

OPINION

Justice Lynch Prata, for the Court. The plaintiffs, Boyang Song (Song)

and Travis McCune (McCune) (collectively, plaintiffs), appeal from a Superior

Court judgment in favor of the defendants, Evan Lemoine (Lemoine), in his capacity

as President of The 903 Condominium Owner’s Association, Inc., and Stephen

Rodio (Rodio), in his capacity as Secretary of The 903 Condominium Owner’s

Association, Inc. (collectively, defendants). 1 The plaintiffs are owners of a unit at

The 903 condominium complex (the complex) and brought this action against the

defendants, the president and secretary of the association’s board (the board), after

1
On February 14, 2025, we granted the motion by the Community Associations
Institute (CAI) to file an amicus curiae brief pursuant to Article I, Rule 16(h) of the
Supreme Court Rules of Appellate Procedure. We thank the CAI for presenting the
Court with an informative brief.
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the defendants failed to include the plaintiffs’ specific agenda items in a

special-meeting petition. The Superior Court consolidated the plaintiffs’ motion for

a preliminary injunction with a trial on the merits. After a three-day nonjury trial,

the Superior Court found in the defendants’ favor. For the reasons set forth herein,

we vacate the part of the judgment of the Superior Court finding in favor of the

defendants.

Facts and Travel

The complex is a 330-unit condominium space located in Providence, Rhode

Island. The complex is affixed with one gas meter that tracks consumption for every

unit in the facility. Each unit contains one “submeter” or “timer” that determines

individual usage based on the amount of time a boiler is activated. In turn, the

association receives one gas bill and invoices the charges to the complex owners

based on the timer readings in their units. By the spring of 2023, accurate readings

became increasingly problematic to attain because of timer failures and difficulty

repairing faulty timers. The board undertook an effort to address the malfunctioning

timers by investigating an alternative method of measurement.

Ultimately, the board pivoted from a usage-based billing formula to the “ratio

utility billing system,” which accounts for occupancy and square footage. The

plaintiffs submit that the multi-factored, occupancy-based formula conflicts with the

complex’s governing documents and the Rhode Island Condominium Act (the act).

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On April 5, 2023, plaintiffs filed a petition to call a special meeting of the board to

“increase [b]oard to [o]wner transparency on the decisions, process, and plans on the

gas metering and billing that has resulted in high estimates for gas bills.” Lemoine

responded via email on April 11, 2023, that a special meeting was unnecessary

because plaintiffs could raise their concerns at an open forum at the next meeting of

the complex’s unit owner’s association (the association) on April 25, 2023. He

further stated that the board had already provided the answers sought in the petition

and that high estimates could be blamed on rising gas prices. On May 19, 2023, the

regional property manager for the association signed an agreement for gas billing

with a third-party company.

Unsatisfied with the board’s response and the new contract, plaintiffs, along

with twenty-five other unit owners, submitted another petition requesting a special

meeting to address four “motions.” The petition met the requisite signature mandate

set forth in the complex’s bylaws (bylaws) and attached a proposed form of notice

and agenda. The petition sought votes on four matters; specifically, it stated:

“FIRST MOTION: To prohibit the Executive Board from
using any formula for assessing gas expense that conflicts
with the declaration of condominium, as amended, or with
the Rhode Island Condominium Act.

“SECOND MOTION: To direct the Executive Board to
obtain and provide every unit owner with cost estimates
for repairing and/or replacing the gas metering and
submetering infrastructure of the condominium within 60
days after the Special Meeting.
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“THIRD MOTION: To direct the Executive Board to call
a second special meeting of the Association not less than
30 days or more that [sic] 60 days after the Executive
Board provides cost estimates for repairing and/or
replacing the gas metering and submetering infrastructure
of the condominium at which the Association may vote
whether to perform the necessary repairs.

“FOURTH MOTION: To adjourn the Special Meeting.”

The proposed notice provided that the four motions were “anticipated to be

acted upon at the Special Meeting.” The proposed agenda restated the four motions.

According to plaintiffs, the purpose of the special meeting was to allow the unit

owners to “democratically” establish a plan for gas billing. The plaintiffs aver that

they were “preparing for a ‘proxy fight’” at the meeting due to the association’s

historic “trouble assembling a quorum.” The board reviewed the proposed notice

and determined that it “was not proper because it was too narrow,” with the board

favoring more broad discussions. Lemoine then mailed all unit owners a notice on

June 8, 2023, notifying each of a special meeting on June 20, 2023. The notice

stated:

“Please be advised that in accordance with Article [2],
Section 5 of the [b]ylaws, a special meeting of the
[a]ssociation will be held for the purpose of discussing and
entertaining motions relating to the methods by which
utilities that are billed to the association in bulk from
providers are apportioned and billed to individual units.”

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Unhappy with the “completely defective” notice, plaintiffs filed a complaint

in Superior Court and moved for a temporary restraining order and preliminary

injunction to prevent the meeting. The verified complaint, signed by McCune, did

not advance claims against the board or association; rather, Lemoine and Rodio were

the sole defendants. The verified complaint includes two causes of action for: (1)

injunctive relief under G.L. 1956 § 34-36.1-4.17; and (2) punitive damages and

attorneys’ fees pursuant to § 34-36.1-4.17.

On June 15, 2023, following an ex parte hearing, a justice of the Superior

Court granted plaintiffs’ motion for a temporary restraining order, preventing the

June 20, 2023 special meeting. The defendants filed an emergency motion to

reconsider the temporary restraining order. The plaintiffs then submitted a motion

to consolidate the preliminary injunction proceeding with a trial on the merits, to

which defendants objected. On June 23, 2023, the Superior Court granted plaintiffs’

motion and scheduled the matter for a trial on count I, severing count II, a claim for

punitive damages and attorneys’ fees, for hearing at a later date.

During the trial, the trial justice requested that the parties submit supplemental

briefing addressing the meaning of “purpose” (as used in Article 2, § 5 of the bylaws)

and “items on the agenda,” from § 34-36.1-3.08. The defendants submitted their

answer to the verified complaint on July 12, 2023, and asserted counterclaims

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pursuant to § 34-36.1-3.20. The plaintiffs filed a motion to dismiss the

counterclaims the following day.

Thereafter, the Superior Court issued a decision on count I of the verified

complaint. The trial justice determined that a conflict existed between “purpose” as

defined in the bylaws and “items on the agenda” from the statute. He ultimately

concluded that “items on the agenda” had a more specific definition and that the

statute must prevail to govern the dispute. The trial justice found that notice of the

special meeting sent by the board was insufficient because it merely provided the

purpose of the meeting and did not contain an agenda with specific items.

However, the analysis did not end there. The Superior Court went on to

determine that plaintiffs’ special-meeting notice was improper because it did not set

forth valid transactable business within the association’s authority. The trial justice

concluded his decision by noting that the association had other remedies available

to it, including removing board members and amending the bylaws to require cost

estimates for future projects. He rejected plaintiffs’ attempt to “micromanage” the

board with a special-meeting notice containing items the association lacked power

to vote on. Consequently, the trial justice found for defendants as to count I of the

verified complaint. An order to this effect entered on July 25, 2023.

Almost three months later, defendants filed a motion for entry of final

judgment pursuant to Rule 58 of the Superior Court Rules of Civil Procedure. The

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defendants asserted that plaintiffs’ remaining claim, which sought punitive damages

and attorneys’ fees, was predicated on plaintiffs’ success on count I and now requires

judgment in defendants’ favor due to the favorable outcome on count I. The

plaintiffs took issue with the motion, noting that defendants’ counterclaims had not

been adjudicated and that defendants improperly sought to bar plaintiffs from

appealing the trial justice’s decision. After dismissing defendants’ counterclaims,

the trial justice entered judgment in defendants’ favor on all counts of plaintiffs’

complaint, and in favor of plaintiffs on defendants’ counterclaims. The plaintiffs

then filed a timely notice of appeal.

Standard of Review

“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 the

material evidence or made factual findings that were clearly wrong.” Cathay Cathay,

Inc. v. Vindalu, LLC, 962 A.2d 740, 745 (R.I. 2009) (quoting Town of West

Greenwich v. A. Cardi Realty Associates, 786 A.2d 354, 357-58 (R.I. 2001)).

“Otherwise, we are deferential to the trial justice’s findings of fact and give them

great weight.” Id. “We will, however, review pure questions of law that have been

presented on appeal on a de novo basis.” Id. Likewise, “[t]he issuance and measure

of injunctive relief rest in the sound discretion of the trial justice.” Knudsen v.

DeJean, 311 A.3d 102, 109 (R.I. 2024) (quoting Martin v. Wilson, 246 A.3d 916,

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923-24 (R.I. 2021)). “On review, the decision of the trial court made in the exercise

of a discretionary power should not be disturbed unless it clearly appears that such

discretion has been improperly exercised or that there has been an abuse thereof.”

Id. (quoting Martin, 246 A.3d at 924).

Discussion

The plaintiffs first argue that the trial justice failed to enforce § 34-36.1-3.08

by declining to order defendants to reissue the special-meeting notice with plaintiffs’

motions. The plaintiffs label the trial justice’s conclusions “an advisory opinion”

that resulted in a declaratory judgment that neither party sought. The plaintiffs also

submit that the Superior Court mischaracterized plaintiffs’ motions and demands as

“actual actions.”

Next, plaintiffs contend that their various motions were simply an “item of

business” that would facilitate solutions for the gas metering issue. The plaintiffs

further submit that any issues with phraseology of the motions should have been

dealt with by means of amendments during the meeting and not disallowance of a

special meeting. According to plaintiffs, the re-written special-meeting notice was

improper because it did not apprise unit owners of the items to be addressed at the

meeting.

Moreover, plaintiffs declare that, had defendants and the Superior Court read

pertinent sections of Robert’s Rules of Order (Robert’s Rules) together, plaintiffs’

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proposed meeting notice would have sufficiently informed the unit owners of the

motions that would be addressed at the meeting. The plaintiffs continue that the

Superior Court’s ruling on the validity of the motions was premature because no

action had been taken.

Additionally, plaintiffs submit that both defendants and the trial justice

incorrectly concluded that a detailed form of notice was not permitted. The notice,

they argue, should have been sufficiently detailed to allow unit owners to determine

whether they wanted to attend the meeting or designate a proxy to vote on their

behalf. The plaintiffs aver that the trial justice’s analysis of the word “conduct” from

the bylaws was “hypertechnical” and that he improperly disregarded Robert’s Rules.

In retort, defendants argue that the trial justice did not err in reaching his

conclusion because the board has broad discretion to manage the affairs of the

complex. The defendants point to both the act and the complex’s governing

documents to support their position that the board retains the authority to do anything

so long as it is not prohibited by the act. The defendants continue that the trial justice

properly evaluated the viability of plaintiffs’ four motions because each did not

comply with the act. The defendants advance that the motions did not present

transactable business that would entitle unit owners to vote on the motions.

The defendants conclude by emphasizing that the board acted in good faith

and that plaintiffs obstructed democracy by preventing the special meeting from

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taking place. Finally, defendants caution against expanding the Superior Court’s

decision to allow the unit owners to determine the exact wording of a meeting notice.

“When the language of a statute is clear and unambiguous, this Court must

interpret the statute literally and must give the words of the statute their plain and

ordinary meanings.” In re J.T., 252 A.3d 1276, 1280 (R.I. 2021) (brackets omitted)

(quoting Crenshaw v. State, 227 A.3d 67, 71 (R.I. 2020)). “Furthermore, ‘in

effectuating the Legislature’s intent,’ this Court reviews and considers ‘the statutory

meaning most consistent with the statute’s policies or obvious purposes.’” Id.

(quoting Providence Teachers’ Union Local 958, AFT, AFL-CIO v. Hemond, 227

A.3d 486, 494 (R.I. 2020)).

In 1982 the General Assembly adopted Rhode Island’s version of the Uniform

Condominium Act, which applied to any condominium created in Rhode Island after

July 1, 1982. See § 34-36.1-1.02(a)(1). The act “as a whole contains a strong

consumer protection flavor * * *.” America Condominium Association, Inc. v. IDC,

Inc., 844 A.2d 117, 128 (R.I. 2004) (quoting One Pacific Towers Homeowner’s

Association v. HAL Real Estate Investments, Inc., 61 P.3d 1094, 1100 (Wash. 2002)).

“[W]hen the administration of a condominium complex is at issue, ‘the

condominium statutes and the declaration control the relationship between the

parties.’” Town Houses at Bonnet Shores Condominium Association v. Langlois, 45

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A.3d 577, 582 (R.I. 2012) (brackets omitted) (quoting Artesani v. Glenwood Park

Condominium Association, 750 A.2d 961, 963 (R.I. 2000)).

Relevant to this dispute, § 34-36.1-3.08 provides that “[s]pecial meetings of

the association may be called by the president, a majority of the executive board, or

by unit owners having twenty percent (20%), or any lower percentage specified in

the bylaws, of the votes in the association.” Additionally, notice of that meeting

“must state the time and place of the meeting and the items on the agenda, including

the general nature of any proposed amendment to the declaration or bylaws, any

budget changes, and any proposal to remove a director or officer.” Section

34-36.1-3.08. This is exactly what plaintiffs attempted to do with the proposed

meeting notice attached to the petition.

Rather than use the proposed notice, the board sent its own notice. The trial

justice correctly determined that the sent notice did not meet the statutory

requirements. The defendants did not appeal that determination; hence, we need not

address that portion of the decision. However, the matter before the Court is the

propriety of the trial justice’s analysis of the merits of plaintiffs’ motions contained

within the meeting notice proposed by plaintiffs. The plaintiffs label the trial

justice’s decision on the validity of the motions an “advisory opinion” that should

have concluded when the trial justice found that the special-meeting notice prepared

by the board was insufficient. We agree.

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The declaration states that the bylaws provide the relevant governance

provisions, and Article 2, § 5 of the bylaws states: “The President shall call a special

meeting of the [a]ssociation upon a petition signed and presented to the Secretary by

at least twenty (20) [u]nit [o]wners.” The plaintiffs satisfied their obligation to

obtain the requisite number of signatures. The proposed notice stated the time and

place of the meeting and included an agenda, all in compliance with § 34-36.1-3.08.

The purpose of the meeting was to discuss the specific issues as listed allowing the

unit owners to determine whether or not to attend the meeting, vote on plaintiffs’

positions, or even propose their own solution. The intent of the act is to promote

consumer protection. See America Condominium Association, Inc., 844 A.2d at 128.

The act requires a liberal judicial interpretation with a preference towards ensuring

that association members have a say in how their organization is run. See id. It is

imperative that lay unit owners have the ability to draft a petition without fear of

strict judicial scrutiny over imperfect language.2 Refusing to issue the notice of the

special meeting, which comports with the bylaws and the act, runs afoul of that

intent. These unit owners were entitled to the meeting they sought.

The plaintiffs’ claim centered on the board’s own rendition of the meeting

notice sent to unit owners, not the notice submitted by plaintiffs. In evaluating each

2
The defendants’ counsel represented at oral argument that the board has since
adopted plaintiffs’ desired gas meter formula. Therefore, mootness should be a
consideration on remand.
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item on plaintiffs’ agenda individually, it is clear that the trial justice overstepped by

granting relief not sought by the parties because “[u]nder the general principles of

the adversary system, a party should not be granted relief that it did not request.”

Providence Journal Company v. Convention Center Authority, 824 A.2d 1246, 1248

(R.I. 2003); see also Mill Road Realty Associates, LLC v. Town of Foster, 326 A.3d

1085, 1088-89 (R.I. 2024) (taking exception to a trial justice’s sua sponte ruling on

an issue not addressed by the parties); Bruce Brayman Builders, Inc. v. Lamphere,

109 A.3d 395, 398-99 (R.I. 2015) (determining that the trial justice should have

informed the parties before considering an issue not raised by either); Catucci v.

Pacheo, 866 A.2d 509, 515 (R.I. 2005) (“[W]hen a trial justice considers and rules

on an issue sua sponte, the parties must be afforded notice of the issue and allowed

an opportunity to present evidence and argue against it.”).

The plaintiffs further appeal from the judgment in the defendants’ favor on

the plaintiffs’ request for attorneys’ fees and punitive damages pursuant to

§ 34-36.1-4.17. The provision awards punitive damages for “willful failure to

comply with [the act].” Section 34-36.1-4.17. The trial justice entered judgment on

count II after the trial because the plaintiffs conceded that that claim hinged on the

success of count I. Because the trial pertained to only count I of the complaint with

the damages claim severed, the plaintiffs have a right to be heard on this issue.

However, we note that counsel acknowledged at oral argument that a damages figure

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would likely be nominal, and the defendants may have immunity from damages

under the association’s bylaws. Nevertheless, proceedings on count II are warranted

as a result of this decision. 3

Conclusion

For the reasons set forth herein, we vacate the part of the judgment of the

Superior Court finding in favor of the defendants, and this matter is remanded for

further proceedings consistent with this opinion. The papers may be returned to the

Superior Court.

3
At the conclusion of their brief, the plaintiffs request that we reassign this matter
to a different trial justice. We decline to take this extraordinary step. There is
nothing in the record to suggest the trial justice displayed a bias that would inhibit
his judgment on the matter in further proceedings.
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