Supreme Court

No. 2022-74-Appeal.

(PC 20-7250)

(Concurrence and Dissent begin 

on Page 42)

Kevin Bennett et al. :

v. :

Angela Steliga, individually and 

personally and as Trustee of The Angela 

M. Steliga Living Trust dated 

January 14, 2013, 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.
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Supreme Court

No. 2022-74-Appeal.

(PC 20-7250)

(Concurrence and Dissent begin 

on Page 42)

Kevin Bennett et al. :

v. :

Angela Steliga, individually and 

personally and as Trustee of The Angela 

M. Steliga Living Trust dated 

January 14, 2013, et al.

:

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

O P I N I O N

Chief Justice Suttell, for the Court. The defendants, Angela Steliga, 

individually and personally and as trustee of The Angela M. Steliga Living Trust 

dated January 14, 2013, and The Angela M. Steliga Living Trust dated January 14, 

2013 (Steliga and the trust, respectively), appeal from a Superior Court judgment in 

favor of the plaintiffs, Kevin Bennett and Elizabeth Pawlson, following the Superior 

Court’s grant of summary judgment on count one and count three of the plaintiffs’ 

complaint.1 This case came before the Supreme Court pursuant to an order directing 

1 Steliga and the trust are both defendants in this case. However, we mostly refer to 

them separately throughout this opinion, rather than collectively as “defendants.”
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the parties to appear and show cause why the issues raised in this appeal should not 

be summarily decided. After considering the parties’ written and oral submissions 

and reviewing the record, we conclude that cause has not been shown and that this 

case may be decided without further briefing or argument. For the reasons set forth 

in this opinion, we affirm in part and vacate in part the judgment of the Superior 

Court.

I

Facts

This appeal centers on the proposed purchase and sale of property located at 

63 Patterson Avenue, Warren, Rhode Island (the property). Unless otherwise noted, 

these facts are undisputed.

On June 18, 2020, Steliga listed the property for sale in her capacity as trustee 

of the trust.2 The trust owned and held title to the property; Steliga had no claim of 

ownership or title to it as an individual. Steliga hired Ron Rupp as her real estate 

agent for the sale and listing.

Around the same time, plaintiffs engaged real estate agent Tammy Bass to 

help them find and purchase a home in Rhode Island. They placed an offer on the 

property and Steliga submitted a counteroffer, which plaintiffs accepted. The parties 

2 All dates referenced herein occurred in 2020, unless otherwise indicated.
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signed a purchase and sales agreement (P&S) for the property on July 18. The 

plaintiffs paid a deposit of $31,250 and set the closing date for September 30.

The parties executed two key documents in connection with the sale: the 

seller’s disclosure and the P&S. Rupp prepared the seller’s disclosure and Bass 

prepared the P&S, both using standard forms created by the Rhode Island 

Association of Realtors. 

The seller’s disclosure form listed the “Seller” of the property as “Angela M. 

Steliga.” The form also indicated that the property was to be conveyed by trustee’s 

deed. Bass used this information from the seller’s disclosure form to prepare the 

P&S. When she drafted the P&S, Bass “mimicked the name that Mr. Rupp provided 

on the sales disclosures” to populate the space designated for the seller’s name. At 

the time, Bass knew that the deed was to be conveyed by the trustee and “[she] 

assumed that Mr. Rupp would have put the correct name on the sales disclosures

* * *.” Accordingly, Bass listed the “Seller” on the P&S as “Angela M. Steliga.” 

Steliga signed her name on the P&S in the space designated for the “Seller.”

The P&S contained two important contingencies. First, a mortgage 

contingency: “[The P&S] is subject to Buyer obtaining a commitment letter issued 

by an institutional mortgage lender or mortgage broker (‘Lender’) on or before 

08/17/2020,” according to certain specified terms. 
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Second, an inspections contingency, which allowed the buyer ten days “to 

conduct and complete inspections, obtain inspection reports, deliver to Seller or 

Listing Licensee any and all requests relating to inspections, obtain Seller’s 

response, and resolve all such requests with Seller in writing or this contingency 

shall be deemed waived.” The inspections contingency also stated in relevant part, 

“Buyer may terminate this [P&S] by sending written notice of termination to Seller 

or Listing Licensee” for several listed reasons; for example, if “Buyer is not satisfied 

with the results of the inspections[.]” (Emphasis added.) However, the next 

subsection provided that “[i]f Buyer fails to deliver such written notice of 

termination, this Contingency shall be deemed waived and Buyer will forfeit 

Buyer’s right to terminate this [P&S] based on the Inspections Contingency.”

(Emphasis added.)

The written notice requirement contained in the inspections contingency 

extended to the entire P&S. The document provided in relevant part, “All notices as 

required in specific Sections of this [P&S] shall be in writing”; and “This [P&S] may 

not be changed, modified, or amended in whole or in part except in writing, signed 

by all parties.” (Emphasis added.)

Once the parties signed the P&S, an inspection of the property was conducted 

on July 28 with plaintiffs, Bass, and Rupp all present. After the inspection, plaintiffs 

compiled a list of requested repairs for Steliga, which they drafted into a repair 
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addendum. With the repair addendum, plaintiffs prepared an amendment to the 

P&S, which proposed adding a $5,500 credit to plaintiffs’ closing costs.

3

 Bass 

explained that the closing credit was proposed as a means to help plaintiffs pay for 

the requested repairs, if Steliga elected not to pay for them herself. 

The plaintiffs signed the repair addendum on July 31; Steliga did not. The 

events following Steliga’s decision not to sign the repair addendum are disputed. 

Three witnesses were deposed—Steliga, Rupp, and Bass—each providing his or her

own account. 

To begin, Steliga explained that the last time she was involved in a purchase 

and sale of real property was in 1992, when she and her husband, now deceased, 

purchased the Patterson Avenue home and her husband had handled everything. She 

conceded that she was only “[s]omewhat” familiar with the process of selling a home 

and understood that she would “have to hire a real estate broker.” Steliga confirmed 

that Rupp advised her throughout the entire sale process, and she stated that she did 

not retain an attorney until the end of July, after she had signed the P&S. 

Steliga explained that she did not sign the repair addendum after the home 

inspection because she did not wish to pay for any repairs. Steliga’s deposition, 

3 Our references herein to “the repair addendum” encompass both the repair 

addendum and the amendment, “amendment A,” as it is referred to in the record, 

because these documents were drafted simultaneously and intended to amend the 

P&S in tandem.
- 6 -

however, revealed her confusion about the repair addendum’s power to terminate 

the P&S. Primarily, Steliga stated that she believed the property had been listed for 

sale “as is.” Listing the property for sale “as is,” according to Steliga’s professed 

understanding, meant that any request for repairs by plaintiffs automatically 

canceled the P&S. 

Once Steliga made her decision to refuse the repairs, Rupp and Bass discussed 

it over the phone on or around August 5 or 6. The contents of the call are disputed.

In Rupp’s deposition, he testified that, after he informed Bass of Steliga’s

decision, Bass then told him that plaintiffs were “backing out” of the sale as a result

of Steliga’s refusal. Rupp additionally testified, however, that Bass called him “the 

next day” to say that plaintiffs had “changed their minds and they want[ed] to move 

forward.” Rupp acknowledged that plaintiffs never sent a written notice of 

termination of the P&S and that written notice was the only way to amend or cancel 

the contract. Rupp testified that he “had to have” informed Steliga, at the time, that

plaintiffs could only terminate the P&S by written notice. 

Bass recalled her phone conversation with Rupp quite differently. In her 

deposition, Bass testified that she spoke with Rupp on the phone about Steliga’s 

decision to forgo the repairs; but then, according to Bass, she told Rupp that she 

“would have to have a conversation with [her] clients * * *.” Bass testified that she 

never told Rupp that plaintiffs no longer planned to purchase the home and that she 
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never drafted a notice of termination to that effect. In fact, Bass stated that plaintiffs 

never told her that the repairs were a requirement for them to purchase the property 

and that they wanted to move forward with the sale. Bass confirmed that she relayed 

plaintiffs’ decision to Rupp in a later conversation. She also corroborated Rupp’s 

testimony that nothing “was ever sent in writing per our [P&S]” to terminate the 

agreement. 

As to the cost of the repairs, Bass conceded, the $5,500 closing credit was 

intended to cover only the cost of the sliding doors which plaintiffs requested; the 

total cost for the remaining repairs was never determined. Bass averred that, 

typically, the seller is responsible for obtaining an initial quote for the requested 

repairs and then negotiations proceed from there. Yet, Bass confirmed that an 

agreement on the repairs was never reached. She also indicated that she and 

plaintiffs were waiting for Rupp and Steliga to come back to them with a proposed 

number. She said, “I was hoping that [Rupp] was seeking out contractors.” 

Steliga never testified that she was aware of her responsibility to get quotes 

from contractors for the repair costs, although she was not explicitly asked. Steliga 

testified only that Rupp never discussed her options to negotiate the repairs or the 
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associated costs. Rupp claimed he did. Steliga merely stated that she believed that,

once plaintiffs told Bass that they were walking away, the P&S was terminated.

4

Steliga further explained that she understood plaintiffs’ repair addendum and 

the subsequent “back and forth” regarding the repairs to be a “renegotiati[on]” that 

canceled the original P&S and proposed “a new contract.” When probed about 

whether she ever asked her real estate agent or her attorney if her grasp on

“renegotiation” was accurate, Steliga said, “No.” 

Steliga testified that, prompted by her belief that plaintiffs’ verbal indication 

and repair addendum canceled the P&S, on or about August 13, she terminated 

another purchase and sales agreement that she had signed for a home in Seekonk, 

Massachusetts, where she planned to move after selling the property. When asked 

what led her to sign a release of the Seekonk purchase and sales agreement, Steliga

explained that she “[could not] pay two mortgages.” Steliga stipulated that Rupp 

4 When asked during her deposition, specifically, whether Steliga believed plaintiffs 

could walk away from the P&S simply by a verbal indication, she responded in the 

affirmative. When asked whether Rupp ever advised her that plaintiffs could not 

verbally cancel the P&S, she responded, “No.” When asked whether Rupp ever 

discussed the “steps [plaintiffs] would need to take to walk away” from the P&S, 

Steliga again responded, “No.” When asked why she did not query her attorney 

about the process for canceling the P&S, Steliga answered, “Because I got the verbal

that they were going to walk away.” (Emphasis added.) Steliga confirmed that she 

never received a written notice of termination from plaintiffs canceling the P&S or 

any other written notification indicating their disinterest in moving forward with the 

sale. 
- 9 -

coordinated the release of the Seekonk property on her behalf, which he confirmed 

through his own testimony. 

Rupp testified that Steliga told him that she no longer wished to sell the 

property because her children did not want to move. According to Rupp’s 

deposition, after Steliga expressed her doubts about the sale, he told her that, if she 

wished to back out of the P&S, it would be “a mess” because “we have a contract 

* * * that’s binding” and advised her to contact an attorney immediately. Further, 

Rupp testified that he had never been placed in a similar situation before and was 

not certain how to proceed. 

On or around August 8, Rupp called Bass at Steliga’s direction to inquire 

about returning plaintiffs’ deposit for the property. Ultimately, Rupp stated, he

never returned the deposit because Bass had called him shortly after to let him know 

that plaintiffs were moving forward. At this point, Rupp explained, he understood

that there would be a dispute over the property and made no further effort to return 

the deposit. 

After the inspection and requested repairs, the next step to move forward with 

the sale was to appraise the property. However, Steliga did not permit the appraiser 

to enter the property. Steliga testified that “there was no contract, so we’re not going 

to do the appraisal.” 
- 10 -

On August 13, plaintiffs’ attorney wrote a letter to Steliga’s attorney advising 

him that “[plaintiffs] remain ready, willing and able to close * * * pursuant to the 

[P&S.]” The same letter stated, “It has come to my attention that [Steliga] may have 

indicated an intent to breach the [P&S] and wished to cancel the same.” On 

August 17, plaintiffs obtained a commitment agreement from a lender that complied

with the P&S’s mortgage contingency and sent that letter to Rupp. 

Then, on August 21, plaintiffs’ counsel sent a letter to Steliga and her counsel, 

which reiterated that plaintiffs “remain ready, willing and able to close this 

transaction.” The letter further warned Steliga and her counsel that plaintiffs “have 

relied upon Ms. Steliga’s representation contained in the [P&S]. They have sold 

their property in Brooklyn, New York and have made plans to move to Rhode 

Island.” The letter claimed that any attempt on Steliga’s part to argue that the P&S

was unenforceable because she signed it in her individual capacity, not in her 

capacity as trustee, would fail before a Rhode Island court. Lastly, the letter asserted,

there were “no circumstances” under which Steliga could avoid the P&S, and that 

judicial enforcement of the contract by specific performance was likely. Steliga’s 

attorney acknowledged receipt of these correspondences by a letter to plaintiffs’ 

attorney dated August 31. 

On September 21, plaintiffs’ lawyer handling the closing emailed Steliga’s 

counsel to inquire about the final documentation necessary to complete the closing 
- 11 -

on September 30. Steliga’s counsel responded by email asserting, “There is no 

agreement—we were informed [plaintiffs] canceled and requested return of 

deposit.” On September 29, plaintiffs’ attorney emailed, “We are moving forward 

as planned with the [P&S] which is scheduled for tomorrow. I have been advised 

by [plaintiffs’] counsel that we have a valid [P&S] and * * * [plaintiffs] are ready to 

perform per the terms of the contract.”

But on September 30, neither Steliga nor Rupp appeared, and thus the closing 

did not occur.

II

Travel

On October 16, plaintiffs filed a complaint in Providence County Superior 

Court against defendants. The plaintiffs’ complaint contained the following causes 

of action: declaratory judgment (count one); breach of contract (count two); 

anticipatory repudiation (count three); estoppel (count four); fraud (count five); 

fraudulent misrepresentation (count six); fraudulent inducement (count seven); and

an injunction (count eight). In their prayer for relief, plaintiffs requested that the 

Superior Court (1) enjoin Steliga from taking further action or nonaction concerning 

the property; (2) issue a declaratory judgment that the P&S was signed by Steliga in 

her capacity as trustee, that the P&S remained valid, enforceable, and binding, and 

which identified, declared, and enforced the legal rights of the parties under the P&S; 
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(3) reform the P&S as necessary and required; (4) order specific performance for 

Steliga to complete the sale and closing on the property; (5) enter judgment in favor 

of plaintiffs on all counts contained in the complaint; and (6) award plaintiffs 

damages, including punitive damages, as well as reasonable attorneys’ fees. 

Steliga filed her initial answer to the complaint on November 9. On February 

25, 2021, Steliga filed an amended answer, which contained counterclaims against 

plaintiffs, including (1) “anticipatory repudiation and/or repudiation”; (2) “[b]reach 

of [c]ontract and of fair dealing and good faith”; and (3) “lack of clean hands and no 

right to specific performance.”

On April 15, 2021, plaintiffs moved for specific performance for the sale of 

the property, to which Steliga objected. Then on September 23, 2021, plaintiffs 

moved for summary judgment on count one (declaratory judgment) and count three

(anticipatory repudiation) of the complaint and reiterated their request for an order 

of specific performance, as well as an award for reasonable attorneys’ fees. Steliga

again objected. On January 12, 2022, a justice of the Superior Court issued a bench 

decision granting the motion for summary judgment in favor of plaintiffs on both 

counts. At the time of the decision, Steliga was still living at the property.

Regarding summary judgment on count one, the hearing justice ruled in favor 

of plaintiffs and granted a declaratory judgment that the P&S was valid. In

particular, the hearing justice found that Steliga’s signature exhibited proper 
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authority to convey the property and that the P&S was never otherwise terminated 

by written notice. On the matter of Steliga’s signature, the hearing justice based his 

analysis on this Court’s holding in Yates v. Hill, 761 A.2d 677 (R.I. 2000), where we 

examined a similar issue under analogous facts. See Yates, 761 A.2d at 680. In 

consonance with the Yates holding, the hearing justice decided, as a matter of law,

that Steliga had “clothed herself with the clear authority to convey the property by 

conceding that she[,]” as trustee, “had the power to convey the property.” Therefore, 

he determined, her signature was valid and the P&S consequently was enforceable.

The hearing justice additionally found “no genuine dispute as to whether 

buyers sent any written notice indicating an intention to terminate the agreement, 

nor is there a genuine dispute as to whether any release was signed by both Ms. 

Steliga and [plaintiffs].” The signed repair addendum from plaintiffs, he further 

found, had no bearing on the validity of the P&S. 

The hearing justice acknowledged that whether plaintiffs “orally indicated 

that [they] were backing out of the agreement” remained a disputed fact. However, 

the hearing justice found that this fact was immaterial for purposes of summary 

judgment. Because the P&S could not be terminated orally, the hearing justice 

recognized, any factual dispute as to plaintiffs’ verbal indication about “walking

away” was inconsequential. In the absence of any disputed material facts, the 

hearing justice granted plaintiffs’ motion for summary judgment on count one. 
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On count three, anticipatory repudiation, the hearing justice noted the

undisputed fact that Steliga refused to convey the property to plaintiffs. This action, 

the hearing justice concluded, amounted to anticipatory repudiation of Steliga’s

obligation to perform under the P&S, as a matter of law. Citing this Court’s opinion 

in Griffin v. Zapata, 570 A.2d 659 (R.I. 1990), the hearing justice reasoned that “a 

repudiation can be evidenced by either a statement to that effect or a voluntary 

affirmative act * * *.” See Griffin, 570 A.2d at 662. Not only did Steliga tell Rupp 

that she no longer wanted to sell the property, but further, despite Steliga’s 

recalcitrance, plaintiffs evidenced their continued readiness and willingness to 

purchase the property through communications from their attorney. Steliga and her 

attorney, the hearing justice stated, were notified multiple times of plaintiffs’ desire 

to move forward. Yet, Steliga continued to withhold the conveyance. 

Next, addressing plaintiffs’ request for specific performance, the hearing 

justice began by acknowledging that plaintiffs properly presented the Superior Court 

with “an actual case of controversy” having suffered injury from Steliga’s refusal to 

convey the property. Consequently, he determined that the Superior Court should 

enter a judgment that the P&S was valid and order specific performance of the P&S.

Finally, the hearing justice applied G.L. 1956 § 9-1-45, which provides for 

the award of reasonable attorneys’ fees to prevailing parties in civil actions for 
- 15 -

breach of contract, and found that plaintiffs were entitled to an award of reasonable 

attorneys’ fees pursuant to the statute. 

An order entered on January 24, 2022, granting summary judgment, declaring 

the P&S valid, binding, and enforceable, ordering specific performance of the 

property conveyance, and awarding reasonable attorneys’ fees to plaintiffs. A final 

judgment, under Rule 54(b) of the Superior Court Rules of Civil Procedure,

providing the same then entered on February 22, 2022. Steliga filed a timely notice 

of appeal on February 23, 2022. 

III

Discussion

On appeal, Steliga argues that the hearing justice committed several errors in

granting summary judgment on counts one and three of the complaint.5 She suggests

that the hearing justice wrongly declared the P&S to be valid, binding, and 

enforceable because Bass knew that Steliga did not sign the P&S in her capacity as 

trustee. Steliga suggests that this error resulted in an improper order of specific 

performance. We review each of these arguments in turn.

5 A careful review of the docket revealed that Steliga’s prebriefing statement 

electronically filed in this Court on May 13, 2022, pursuant to Article I, Rule 12A 

of the Supreme Court Rules of Appellate Procedure, did not match the hard-copy 

version that she submitted on May 17, 2022. We glean Steliga’s arguments from the 

electronically filed version.
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A

Motion for Summary Judgment

Steliga appeals the hearing justice’s grant of plaintiffs’ motion for summary 

judgment on count one (declaratory judgment) and count three (anticipatory 

repudiation) of the complaint.

Standard of Review

“This Court reviews de novo a [hearing] justice’s decision granting summary 

judgment.” McNulty v. Chip, 116 A.3d 173, 179 (R.I. 2015) (quoting Sola v. 

Leighton, 45 A.3d 502, 506 (R.I. 2012)). “Examining the case from the vantage 

point of the [hearing] justice who passed on the motion for summary judgment, we 

view the evidence in the light most favorable to the nonmoving party * * *.” Yanku 

v. Walgreen Co., 224 A.3d 1130, 1132-33 (R.I. 2020) (quoting Ballard v. SVF 

Foundation, 181 A.3d 27, 34 (R.I. 2018)).

“Summary judgment is appropriate when no genuine issue of material fact is 

evident from the pleadings, depositions, * * * and admissions on file * * * and the 

[hearing] justice finds that the moving party is entitled to prevail as a matter of law.” 

Kemp v. PJC of Rhode Island, Inc., 184 A.3d 712, 716 (R.I. 2018) (quoting 

Providence Journal Co. v. Rhode Island Department of Public Safety ex rel. 

Kilmartin, 136 A.3d 1168, 1173 (R.I. 2016)). Further, “the nonmoving party bears 

the burden of proving by competent evidence the existence of a disputed issue of 
- 17 -

material fact and cannot rest upon mere allegations or denials in the pleadings, mere 

conclusions or mere legal opinions.” Fogarty v. Palumbo, 163 A.3d 526, 532-33 

(R.I. 2017) (quoting Newstone Development, LLC v. East Pacific, LLC, 140 A.3d 

100, 103 (R.I. 2016)).

Anticipatory Repudiation

Before this Court, Steliga argues that the hearing justice erred in concluding 

that she did repudiate the contract and, conversely, that plaintiffs did not. In making 

these determinations, Steliga contends, the hearing justice made several findings of 

fact inappropriate for a motion on summary judgment. 

First, Steliga asserts that whether plaintiffs terminated the P&S was a disputed 

fact. Steliga cites allegedly “diametrical” testimony from Rupp and Bass regarding 

plaintiffs’ statements about walking away and Steliga’s decision not to sell the 

property. Steliga claims that the hearing justice’s failure to address these “material 

disputed facts” was in error. 

Steliga also assigns error to the hearing justice’s “finding as undisputed facts”

that Steliga refused to perform under the P&S and that she knew the contract was 

not terminated. Instead, Steliga alleges that disputed issues remained as to whether

“plaintiffs terminated the contract” and whether they “[sought] a new favorable 

contract and material change to require [Steliga] to pay for open-ended repairs

* * *.” Steliga argues that the undetermined repairs price terminated the P&S, 
- 18 -

constituted renegotiation in bad faith, and demonstrated that plaintiffs were “no 

longer being ready, willing and able buyers.” (Emphasis omitted.)

Additionally, Steliga claims that the hearing justice mistakenly relied on 

“oppositive testimony” to determine that Steliga failed to perform under the P&S. 

Steliga highlights the part of Rupp’s deposition where, when asked whether Steliga 

ever asked him about any ways she might get out of the P&S, he responded, “I really 

don’t know.” Steliga also references Bass’s deposition where, when asked—“Did 

Mr. Rupp tell you at any point that Ms. Steliga was not going to sell the home?”—

she responded, “I don’t know * * *.” These testimonies together, Steliga avers, cast 

doubt on her purported intention to abandon the sale and created a dispute of material 

fact. 

In answer to these arguments, plaintiffs simply note that Steliga’s failure to 

appear at the closing on September 30 was undisputed, which on its own constitutes

a repudiation of her contractual obligation and warrants affirmance of the hearing 

justice’s grant of summary judgment. Plaintiffs aver that all the material facts in this 

case were undisputed at summary judgment and, therefore, the hearing justice’s 

grant of the motion was proper. 

The hearing justice buttressed his conclusion that plaintiffs’ oral statements 

did not cancel the contract with undisputed evidence in the record that the P&S

“could only be modified or amended in writing.” He noted that “the agreement was 
- 19 -

binding and that the process of canceling the agreement would be to notify both 

parties in a signed release[,]” and “[n]either * * * Steliga nor * * * Rupp received 

anything in writing from buyers indicating buyers were going to walk away[,]” and 

“[plaintiffs] never sent any notice of termination.” Though the hearing justice 

acknowledged that “there remains a dispute as to whether buyers orally indicated 

that buyers were backing out of the agreement[,]” he elucidated that “oral 

termination of the [P&S] is not valid[,]” and therefore plaintiffs’ statements were 

immaterial.

We agree. Any oral statements plaintiffs may have made to Bass about 

“walking away” from the P&S had no impact on its validity—especially because 

Bass explicitly told Rupp that plaintiffs wished to proceed with the sale, which is 

undisputed from both deponents’ testimonies.

Next, in regard to the repair costs, the hearing justice held that “[plaintiffs’] 

repair addendum did not constitute a termination of the [P&S].” He first recounted 

the process for negotiating repairs, as laid out in section 16 of the P&S and Bass’s 

testimony. He stated that, “if [the] parties [were] not able to come to terms on repair 

negotiations, * * * the buyer would notify the seller in writing and let the seller know 

of the termination.” The hearing justice noted that plaintiffs sent no such written 

notification and that “[n]othing in the [P&S] required [plaintiffs] to provide written 

notice that although Ms. Steliga refused to make the requested repairs, [plaintiffs]
- 20 -

still intended to move forward with the purchase of the property.” At all times, the 

hearing justice determined, plaintiffs were “ready, willing, and able to perform their 

part of the agreement.” 

It is clear from the evidence that the P&S required termination by written 

notice and that no such notice was ever sent. Additionally, none of the back and 

forth over the repairs impacted the continued validity of the P&S, despite Steliga’s 

understanding to the contrary. It is well settled that, as the party that stood to benefit 

from the inspections contingency, plaintiffs were entitled to waive the inspection 

and the repairs without affecting either party’s continued obligation to perform. See

Blanchard v. Wells, 844 A.2d 695, 697 (R.I. 2004) (“[I]t is well established by this 

Court that ‘a party may waive a condition precedent if the condition is for the benefit 

of the waiving party.’” (quoting Thompson v. McCann, 762 A.2d 432, 436 (R.I. 

2000))). The repair addendum, on its own, does not suggest that plaintiffs were 

unwilling or unready to proceed with the sale. See id.

Finally, regarding Steliga’s claim that the hearing justice relied on disputed 

testimony from Rupp and Bass to conclude that she intended to repudiate her 

obligations under the P&S, we are not persuaded. Even though Rupp testified that 

he did not know, specifically, whether Steliga was looking to “get out” of the P&S, 

he clearly testified that she no longer wished to proceed on account of her children.

Further, there is undisputed evidence in the record that Steliga’s attorney contacted 
- 21 -

plaintiffs’ counsel to inform him that the deal was off and that Steliga would not 

attend the closing. 

We perceive that Steliga has failed to prove the existence of a disputed issue 

of material fact by competent evidence; accordingly, viewing the evidence in the 

light most favorable to her, we proceed to our review of the anticipatory repudiation 

claim. Fogarty, 163 A.3d at 532-33.

“Anticipatory repudiation ‘occurs when the promisor unequivocally disavows 

any intention to perform when the time for performance comes.’” Management 

Capital, L.L.C. v. F.A.F., Inc., 209 A.3d 1162, 1175 (R.I. 2019) (quoting Black’s 

Law Dictionary 1496 (10th ed. 2014)). In this Court’s seminal opinion on 

anticipatory repudiation, Thompson v. Thompson, 495 A.2d 678 (R.I. 1985), we 

professed that “in order to give rise to an anticipatory breach of contract the * * * 

refusal to perform must have been positive and unconditional.” Thompson, 495 A.2d 

at 682 (quoting 11 Williston, Contracts § 1322 at 130 (3d ed. Jaeger 1968)).

In Griffin, we explored in greater depth the “positive and unconditional” 

standard for anticipatory repudiation. See Griffin, 570 A.2d at 662 (quoting 

Thompson, 495 A.2d at 682). We determined that the combined “actions and 

statements” by a property seller and the seller’s attorney, which suggested that the 

seller intended to skip the property closing in contravention of his contractual 

obligations, rose to anticipatory repudiation. Id.; see Management Capital, L.L.C., 
- 22 -

209 A.3d at 1176 (reasoning that “statements, together with [a letter] from [the 

appellee’s] attorney” constituted “ample evidence” of an intention to violate the 

contract).

It is undisputed that Steliga did not appear at the closing. Rupp testified that 

she informed him of her change of heart about selling the property because of her 

children’s desire to stay. Rupp also testified that he asked Bass about returning

plaintiffs’ deposit. Further, it is well documented through letter and email exchanges 

between Steliga’s and plaintiffs’ respective attorneys that Steliga had no intention of 

appearing at the closing, even after being informed that plaintiffs remained “ready, 

willing, and able” to proceed. All of these actions and statements, taken together, 

more than satisfy our “positive and unconditional” standard for anticipatory 

repudiation. See Griffin, 570 A.2d at 662. Therefore, we affirm the hearing justice’s 

conclusion that Steliga repudiated the P&S as a matter of law.

Steliga contends that, in fact, plaintiffs verbally repudiated the P&S and that 

the hearing justice gave improper weight to “Rupp’s opinion” that the P&S could 

only be canceled by written notification, which she insists is “contra Thompson’s

anticipatory repudiation case law.” The anticipatory repudiation caselaw Steliga 

alludes to, reviewed supra, does not support her argument that plaintiffs repudiated 

the contract because all of their actions and uncontested statements indicate a desire 

to proceed. This argument has no merit.
- 23 -

Declaratory Judgment

As to count one, the hearing justice granted plaintiffs’ request for a declaratory 

judgment that the P&S was valid, binding, and, enforceable; as a result of that 

determination, he then ordered specific performance of the P&S.

The Uniform Declaratory Judgments Act, G.L. 1956 § 9-30-2, provides:

“Any person interested under a deed, will, written 

contract, or other writings constituting a contract, or 

whose rights, status, or other legal relations are affected by 

a statute, municipal ordinance, contract, or franchise, may 

have determined any question of construction or validity 

arising under the instrument, statute, ordinance, contract, 

or franchise and obtain a declaration of rights, status, or 

other legal relations thereunder.”

The initial inquiry in a complaint for declaratory judgment is “whether the 

Superior Court has been presented with ‘an actual case or controversy.’” Key v. 

Brown University, 163 A.3d 1162, 1168 (R.I. 2017) (quoting N & M Properties, LLC 

v. Town of West Warwick, 964 A.2d 1141, 1144 (R.I. 2009)). “Without making this 

determination, th[is] Court will not have jurisdiction to entertain the claim.” Id.

“[W]ith respect to the ultimate decision by a [hearing] justice to grant or deny 

declaratory relief, our standard of review is deferential.” Bruce Brayman Builders, 

Inc. v. Lamphere, 109 A.3d 395, 397 (R.I. 2015) (quoting Grady v. Narragansett 

Electric Co., 962 A.2d 34, 41 (R.I. 2009)). Even so, this discretion “is not absolute 

and is subject to appropriate appellate review.” Id. (quoting Sullivan v. Chafee, 703 

A.2d 748, 751 (R.I. 1997)). We review the hearing justice’s decision to grant a 
- 24 -

declaratory judgment “to determine whether the court abused its discretion, 

misinterpreted the applicable law, overlooked material facts, or otherwise exceeded 

its authority.” Gerald P. Zarrella Trust v. Town of Exeter, 176 A.3d 467, 469 (R.I. 

2018) (quoting Cigarrilha v. City of Providence, 64 A.3d 1208, 1212 (R.I. 2013)).

In his bench decision, the hearing justice began by noting that plaintiffs 

properly presented the Superior Court with “an actual case of controversy” because 

they “ha[d] suffered an injury as a result of Ms. Steliga’s refusal to convey the 

property.” The plaintiffs alleged in their complaint that the delay in the conveyance

of the property led to emotional turmoil, adverse impact on plaintiffs’ work 

productivity and success, and the incurrence of expenses, costs, and fees for 

alternative living space, among other harms. In her amended answer, Steliga denied 

all of plaintiffs’ alleged harms, but admitted that the closing never occurred and that 

the trust remained in possession of the property at the time of the action. Given the 

presence of an actual case and controversy arising from Steliga’s undisputed refusal 

to convey the property, the hearing justice proceeded to consider the substantive 

issue presented: the enforceability of the P&S.

Before the hearing justice, Steliga assailed the P&S’s validity because she 

purportedly signed the document as an individual, not as trustee. Individually, 

Steliga had no authority to convey the property and, therefore, she argued, the P&S 
- 25 -

was void from the start. In response, plaintiffs averred that this Court had already 

addressed and rejected this precise argument in Yates. See Yates, 761 A.2d at 680.

In Yates, this Court rejected the seller’s argument that the purchase and sales 

agreement was invalid because she executed the document with her personal 

signature. Yates, 761 A.2d at 679, 680. We eschewed this reasoning and concluded

that the seller had “clothed herself with the clear authority to convey [the] property

* * *.” Id. at 680. Therefore, we held, it would be “inequitable to allow the seller to 

employ the device of the [t]rust to escape the obligations of the agreement.” Id. More 

precisely, our decision in Yates affirmed the trial justice’s reformation of the contract 

under the doctrine of mutual mistake. Id. Determining that because “[the buyer] 

testified that she always believed that [the seller] had the authority to sell the 

property, and [the seller] herself conceded that, as trustee, she possessed this 

power[,]” we agreed with the trial justice that mutual mistake applied and negated 

the capacity issue. Id.

In opposing the motion for summary judgment, Steliga distinguished Yates on 

the grounds that no mutual mistake occurred here. The hearing justice also noted 

Steliga’s assertion that plaintiffs “knew or should have known that the name on the 

seller’s disclosure and agreement was incorrectly [her] name in her personal capacity

* * *.” After some debate between the parties as to whether Yates was on point, the 

hearing justice agreed with plaintiffs. The hearing justice determined that, as in 
- 26 -

Yates, “Steliga clearly clothed herself with the clear authority to convey the property 

by conceding she had the power to convey the property.” As a matter of law, he 

concluded, Steliga’s personal signature did not invalidate the P&S even though the 

document did not explicitly indicate her role as trustee. 

On appeal, Steliga reprises the capacity argument and implies that, unlike the 

buyer in Yates, plaintiffs failed to seek reformation of the P&S to correct Steliga’s 

signature. The plaintiffs’ knowledge that Steliga’s signature “wasn’t a signature of 

a [t]rustee[,]” Steliga argues, voided the P&S and potentially created an 

unmarketable and unassignable title to the property, which plaintiffs had a 

responsibility to relay to their mortgage lender.

In the face of these claims, plaintiffs maintain that Steliga had full capacity to 

convey the property under Yates and G.L. 1956 §§ 18-4-2(a)(2) (powers of trustees)

and 18-4-4 (power of sale). 

We agree with the hearing justice that Yates settles the question. Although 

reformation by mutual mistake brought Yates before this Court under a slightly 

different posture, the underlying reasoning there applies just as felicitously here. 

With particular attention, we note our observation in Yates that “it would be unfair 

and inequitable to allow the seller to employ the * * * [t]rust to escape [her] 

obligations * * *.” Yates, 761 A.2d at 680 (brackets omitted).
- 27 -

By her own deposition testimony, Steliga admitted that she did not own the 

property individually and that the property was owned solely by the trust. She 

further clarified that she, as an individual, had no authority to sell the property. She 

affirmed that only the trust could sell the property and that she, as the trustee, 

controlled the trust. And finally, when asked what she believed she was agreeing to 

do when signing the P&S, Steliga responded, “Sell the property.” With this 

understanding of her legal relationship to the property, Steliga signed the P&S in the 

space designated with her name. 

We perceive that Steliga indeed cloaked herself with the authority to convey 

the property to plaintiffs. See Yates, 761 A.2d at 680. As a result, we agree with the 

hearing justice that Steliga was bound by the P&S to sell the property in her capacity 

as trustee of the trust. We affirm the grant of summary judgment on count one and 

the entry of a declaratory judgment effectuating the same. 

The grant of summary judgment in favor of plaintiffs on both counts stands 

on appeal.

B

Specific Performance

We now turn to address the remedies that the hearing justice awarded after 

granting plaintiffs’ motion for summary judgment. First, after the hearing justice 

concluded that Steliga had repudiated the P&S and that the P&S was valid, binding, 
- 28 -

and enforceable, he granted plaintiffs’ request for specific performance. For the 

reasons set forth below, we vacate the award of specific performance.

Standard of Review

“Specific performance is available as a remedy for breach of a real estate 

agreement when ‘the essential contractual provisions are clear, definite, certain, and 

complete.’” Terrapin Development, LLC v. Irene M. O’Malley Revocable Trust, 253 

A.3d 1241, 1246 (R.I. 2021) (brackets omitted) (quoting Keystone Properties and 

Development, LLC v. Campo, 989 A.2d 961, 964 (R.I. 2010)). “In the absence of a 

legitimate and articulable equitable defense, specific performance is an available 

remedy when a purchaser of real estate under a written contract demonstrates that he 

or she was at all times ready and willing to perform the contract.” Bucklin v. Morelli, 

912 A.2d 931, 936 (R.I. 2007).

The remedy of specific performance is not available “as a matter of right[,]” 

but rather “rests within the sound discretion of the [hearing] justice.” Fisher v. 

Applebaum, 947 A.2d 248, 251 (R.I. 2008). “[T]his Court will not disturb a 

[hearing] justice’s ruling on a specific performance claim unless the appellant 

demonstrates an abuse of discretion or error of law on the part of the [hearing] 

justice.” Lajayi v. Fafiyebi, 860 A.2d 680, 686 (R.I. 2004) (quoting Thompson, 762 

A.2d at 436). That said, “[t]hough we are mindful that our review is a deferential 

one, it ‘cannot be equated with no review at all.’” Sloat v. City of Newport ex rel. 
- 29 -

Sitrin, 19 A.3d 1217, 1224 (R.I. 2011) (quoting Pleasant Management, LLC v. 

Carrasco, 870 A.2d 443, 445 (R.I. 2005)).

Analysis

On appeal, Steliga appears to argue (1) that plaintiffs were not at all times 

ready, willing, and able buyers; and (2) that the principles of equity barred plaintiffs 

from relief by specific performance. To be sure, Steliga’s presentation of the specific

performance issue is allusive, at best.6 However, her written submissions indicate 

sufficiently her view that plaintiffs were not entitled to recover by an equitable 

remedy, in this case specific performance. Thus, we are well within our purview to 

address the remedy on appeal.7

6

It is somewhat challenging to decipher Steliga’s 12A statement. As our dissenting 

colleague correctly suggests, at no point in her 12A statement does she explicitly 

dispute the specific performance order. She does, however, inartfully advance 

equitable defenses, e.g., that it was “bad faith” and “unfair renegotiation” for 

plaintiffs to propose “open-ended and costly repairs” that the parties “never agreed” 

upon. Additionally, she asserts that the cancellation of her contract on the Seekonk 

property in reliance on plaintiffs’ actions caused her “equitable detriment.” She also 

specifically refutes the hearing justice’s finding that plaintiffs “at all times had been 

ready, willing, and able to perform their part of the agreement[,]” which is the sine 

qua non of specific performance.

7

It is not a novel practice for this Court to delineate between the judgment as a matter 

of law and its associated remedy. See, e.g., Bashforth v. Zampini, 576 A.2d 1197, 

1199 (R.I. 1990) (“It has always been the practice to permit a defendant to be heard 

on the assessment of damages in a defaulted case.”) (quoting Johnson v. Hoxsie, 19 

R.I. 703, 703, 36 A. 720, 720 (1897)). 

Here, despite having prevailed on their motion for summary judgment as a 

matter of law, plaintiffs nevertheless bear the burden to establish their right to 

recover in equity by specific performance. See Citrone v. SNJ Associates, 682 A.2d 

92, 97 (R.I. 1996); 25 Williston on Contracts § 67:18 (4th ed. May 2023 update) 
- 30 -

Specific performance is an extraordinary equitable remedy. See 25 Williston 

on Contracts § 67:1 (4th ed. May 2023 update). As a remedy in equity, specific 

performance aims to deliver perfect justice. See id.; Yates, 761 A.2d at 679 (noting 

that “specific performance is appropriate when adequate compensation cannot be 

achieved through money damages”). To remedy the breach or repudiation of a 

contract to sell real estate, specific performance is appropriate because monetary 

damages cannot adequately compensate for the peculiar value of land. See Jolicoeur 

Furniture Co., Inc. v. Baldelli, 653 A.2d 740, 749 (R.I. 1995) (“[B]ecause land is 

‘unique and distinctive,’ adequate compensation cannot be achieved through 

monetary damages, and an award of specific performance is an appropriate remedy 

in the breach of a contract for the sale of land.” (quoting Griffin, 570 A.2d at 

661-62)).

Generally, where a contract for the sale of land is valid and enforceable, 

specific performance should be awarded as a matter of course. See 71 Am. Jur. 2d 

Specific Performance § 129 (May 2023 update) (“Specific performance should 

generally be granted as a matter of course or right regarding a contract for the sale 

(“[A] litigant seeking the remedy of specific performance is held to a higher standard 

than one seeking merely money damages * * *.”); cf. Webster v. Perrotta, 774 A.2d 

68, 76-77 (R.I. 2001) (“It is the law in this state that ‘although the factual allegations 

of a complaint will be taken as true upon default, those allegations relating to the 

amount of damages suffered generally are not.’”) (brackets omitted) (quoting 

Bashforth, 576 A.2d at 1200).
- 31 -

of real estate where a valid, binding contract exists * * *.”). However, it is well 

settled that there is no right to specific performance, even if the contract in question 

concerns real property. See Fisher, 947 A.2d at 251 (“A party is not entitled to 

specific performance of a contract for the sale of land as a matter of right.”); see also

81A C.J.S. Specific Performance § 57 (Apr. 2023 update) (“Where an interest in real 

property is the subject matter of the agreement, the courts generally have jurisdiction 

to enforce specific performance * * * but specific performance will not be granted 

where it would be unjust, oppressive, or otherwise inequitable to do so.”).

The decision to grant or deny specific performance rests within the sound 

discretion of a trial justice. See Eastern Motor Inns, Inc. v. Ricci, 565 A.2d 1265, 

1269 (R.I. 1989); Fracassa v. Doris (Fracassa II), 876 A.2d 506, 509 (R.I. 2005). 

To be sure, this discretion is considerably circumscribed when a trial justice enforces 

a valid contract for the sale of land. See Crafts v. Pitts, 162 P.3d 382, 389 (Wash. 

2007) (“While a decree of specific performance rests within the sound discretion of 

the trial court, this does not permit a court to deny specific performance when 

otherwise appropriate.”).

Nevertheless, a trial justice may exercise discretion to withhold specific 

performance where principles of equity militate against its award, including in the 

context of land. See Webster Trust v. Roly, 802 A.2d 795, 798 (Conn. 2002) (“The 

granting of specific performance of a contract to sell land is a remedy which rests in 
- 32 -

the broad discretion of the trial court depending on all of the facts and circumstances 

when viewed in the light of the settled principles of equity * * *.” (citation omitted));

Colony Park Associates v. Gall, 572 A.2d 891, 894 (Vt. 1990) (“Although specific 

performance of a contractual obligation follows almost as a matter of course from 

proof of its existence, there is provision for the exercise of a judicial discretion, based 

on considerations proper for equity’s concern.”); Anderson v. Onsager, 455 N.W.2d 

885, 889 (Wis. 1990) (eschewing the notion that a “total abnegation of a trial court’s 

discretion” occurs when the contract is for a sale of land); see also May v. Midwest 

Refining Co., 121 F.2d 431, 438 (1st Cir. 1941) (“There is ample authority to support 

the proposition that a court of equity has the power to refuse a decree of specific 

performance solely on the ground that to give such relief would result in great 

injustice to one party in comparison to the value of the performance to the other.”). 

Before awarding specific performance, a trial justice should view the specific facts 

and circumstances of each case through the prism of equity by weighing several 

factors, including the sufficiency of the consideration, the mutuality of the 

obligation, whether specific performance would impose a hardship on one party that 

outweighs the benefits to the other, whether the remedy would place an undue 

hardship on a third party, whether either party acted with unclean hands or bad faith, 

and whether specific performance is impossible or otherwise unconscionable. 

See, e.g., Morningstar v. Robison, 527 P.3d 241, 247-48 (Wyo. 2023) (stipulating 
- 33 -

that “a buyer does not have an absolute right to specific performance” and listing 

“several factors the district court should consider when deciding whether to award 

specific performance”); Colony Park Associates, 572 A.2d at 894-95; see also

Citrone v. SNJ Associates, 682 A.2d 92, 96 (R.I. 1996) (holding that, in an equity 

proceeding, “matters which cause hardship or injustice to either of the parties are 

certainly facts that should * * * be considered by a trial justice in deciding whether 

to exercise his or her discretion in granting specific performance”).

The hearing justice’s bench decision was bereft of any weighing, balancing, 

or even acknowledgment of such equitable considerations. See Fracassa II, 876 

A.2d at 509 (holding that the trial justice abused his discretion by denying specific 

performance in Fracassa v. Doris(Fracassa I), 814 A.2d 357 (R.I. 2003)—his initial 

decision reviewed by this Court—“without making specific factual findings 

demonstrating how [the] plaintiff failed to meet his burden of proof”); Bucklin, 912 

A.2d at 937 (upholding a grant of specific performance because, after finding 

specific performance was an available remedy, the trial justice “specifically 

addressed and rejected” the defendant’s equitable defenses). Here, after concluding 

that the P&S was valid, binding, and enforceable as a matter of law, the hearing 

justice stated conclusively that a remedy in equity through specific performance 

should be granted, as though one begets the other. We disagree.
- 34 -

Our jurisprudence in the realm of specific performance reveals that 

amorphous considerations of fairness are germane to decisions issued by a court 

sitting in its equitable jurisdiction. See, e.g., Citrone, 682 A.2d at 95-96 (“Although 

* * * a contract should not be set aside merely because following its execution 

performance becomes more difficult or expensive than anticipated * * * matters 

which cause hardship or injustice to either of the parties are certainly facts that

should, in an equity proceeding, be considered * * *.”); Eastern Motor Inns, Inc., 

565 A.2d at 1271 (“[E]quity abhors a forfeiture, * * * equity also abhors bad faith 

and dilatory action * * *.”); Shiller v. Gemma, 106 R.I. 163, 165, 256 A.2d 487, 489 

(1969) (noting, generally, that the “plaintiffs’ original complaint was addressed to 

the equitable jurisdiction of the [S]uperior [C]ourt in that it sought specific 

performance of a contract for the sale of real property”). After reviewing our 

precedents in this rather esoteric area of law, we perceive that the record here was 

insufficiently developed for such an extraordinary remedy to have been granted at 

summary judgment.8 See Nogueras v. Ling, 713 A.2d 214, 217 (R.I. 1998) 

(reasoning that a bevy of disputed facts in the record regarding “whether, when, and 

in what manner either side contacted the other or otherwise acted in good faith in 

8

Indeed, this Court has upheld orders for specific performance of real estate 

contracts, granted on summary judgment, but typically where the validity of the 

underlying agreements was never in dispute. See, e.g., Greensleeves, Inc. v. Smiley, 

942 A.2d 284, 287 (R.I. 2007); Melrose Enterprises, Inc. v. Pawtucket Form 

Construction Co., 550 A.2d 300, 300-01 (R.I. 1988). 
- 35 -

attempting to schedule a closing date” presented “a classic factual dispute that should 

not be resolved on summary judgment”). But see Lajayi, 860 A.2d at 688 (upholding 

a grant of specific performance where the buyers’ extensive efforts to effectuate the 

closing were uncontradicted in the record).

Steliga levied multiple equity-based arguments before the hearing justice and 

raised them again before this Court on appeal. She argues that plaintiffs engaged in 

bad faith negotiation tactics regarding the repairs price and that Steliga relied, 

presumably reasonably, on plaintiffs’ statement about walking away when she 

canceled her contract on the Seekonk property. Although the facts underpinning 

these claims may have been immaterial for the purposes of the summary judgment 

motion, they carry weight in the balance of equities. See, e.g., Morningstar, 527 P.3d 

at 247 (listing “whether either party has unclean hands or engaged in bad faith” as 

one of the equitable factors that may weigh against specific performance); Fazzio v. 

Mason, 249 P.3d 390, 395 (Idaho 2011) (recognizing that “the defendant’s 

subjective ability to comply with the award of specific performance is a relevant 

equitable factor to be considered”). At minimum, the hearing justice should have 

engaged with these equitable considerations before granting specific performance. 

See Bucklin, 912 A.2d at 937. Instead, the hearing justice treated the legal claim for 

declaratory judgment and equitable remedy for specific performance analytically as 

one, which they are not. See 71 Am. Jur. 2d Specific Performance § 7 (May 2023 
- 36 -

update) (“Because the granting of specific performance is controlled by the 

established principles and rules constituting the body of equity jurisprudence, 

equitable relief by way of specific performance does not follow as a matter of course 

merely by establishing the existence and validity of the contract involved * * *.”); 

cf. Centerville Builders, Inc. v. Wynne, 683 A.2d 1340, 1342 (R.I. 1996) (“[T]he 

granting of specific performance is an equitable remedy that can be withheld by the 

trial justice for equitable reasons even when * * * one of the parties can establish 

that a breach of contract has occurred.”); Loose v. Brubacher, 549 P.2d 991, 998 

(Kan. 1976) (concluding that, even though the plaintiffs had legally exercised their 

option to purchase land, that did “not mean [they were] entitled to specific 

performance as a matter of law”).

On appeal, we are left with Steliga’s various allegations that plaintiffs acted 

unfairly, unreasonably, and in bad faith. These assertions not only sound in equity, 

but they also probe at disputed facts in the record, which this Court can neither ignore 

nor resolve. See Empire Acquisition Group, LLC v. Atlantic Mortgage Company, 

Inc., 35 A.3d 878, 884 (R.I. 2012) (“Generally, the determination of whether a 

party’s conduct is reasonable under the facts and circumstances of the case is a 

question of fact, which ordinarily cannot be disposed of by summary judgment.”); 

Nogueras, 713 A.2d at 217 (remanding the case back to the Superior Court where 

the record contained numerous factual inconsistencies).
- 37 -

Indeed, specific performance should be granted in nearly every case where 

there is a valid contract for the sale of land, but the award is not compulsory. See 71 

Am. Jur. 2d Specific Performance § 130 (May 2023 update) (“Specific performance 

should generally be granted as a matter of course * * * regarding a contract for the 

sale of real estate * * *. However, there is no right to specific performance, but 

rather, the granting of specific performance of a contract to sell land is a remedy 

which rests in the broad discretion of the trial court depending on all the facts and 

circumstances when viewed in the light of the settled principles of equity.”). Here, 

the record is replete with miscommunications between the parties that could be 

relevant to the award of specific performance. As such, we cannot uphold the 

hearing justice’s decree for specific performance without engaging in inappropriate 

factfinding. 

We also acknowledge this case’s current posture at summary judgment and 

are mindful that the remaining counts from plaintiffs’ complaint await resolution in 

the Superior Court. Given these unresolved claims, the hearing justice’s grant of 

specific performance appears to have been, at the very least, premature.

For the foregoing reasons, we vacate the award of specific performance.
- 38 -

C

Attorneys’ Fees

Finally, we address the matter of attorneys’ fees. Steliga did not explicitly

dispute the hearing justice’s award of attorneys’ fees in her appeal to this Court. 

However, we perceive that Steliga raised justiciable issues of fact that impel us to 

reverse the award of attorneys’ fees.

Standard of Review

“This Court has ‘staunchly adhered to the American rule that requires each 

litigant to pay its own attorney’s fees absent statutory authority or contractual 

liability.’” Danforth v. More, 129 A.3d 63, 72 (R.I. 2016) (brackets omitted) 

(quoting Shine v. Moreau, 119 A.3d 1, 8 (R.I. 2015)). Although we have recognized 

that “[t]he issue of whether there exists a basis for awarding attorneys’ fees generally 

is legal in nature * * * [and reviewed] de novo[,]” if “there is an adequate legal basis 

for such an award, then we review a [hearing] justice’s decision awarding or denying 

attorneys’ fees for an abuse of discretion.” Arnold v. Arnold, 187 A.3d 299, 315-16 

(R.I. 2018) (quoting Danforth, 129 A.3d at 72).

Analysis

The parties do not dispute the legal basis for attorneys’ fees under § 9-1-45 

and, indeed, the civil action in this case arose from a breach of contract claim. 
- 39 -

Acknowledging that a proper legal basis exists for attorneys’ fees under § 9-1-45, 

we proceed. See Arnold, 187 A.3d at 315-16.

Section 9-1-45 states:

“The court may award a reasonable attorney’s fee to the 

prevailing party in any civil action arising from a breach 

of contract in which the court: 

“(1) Finds that there was a complete absence of a 

justiciable issue of either law or fact raised by the losing 

party; or 

“(2) Renders a default judgment against the losing party.”

We first note that at the hearing on the motion for summary judgment, the 

hearing justice enunciated the proviso of subsection (1), according to the transcript, 

as:

“(1) Finds that there was a complete absence of a 

justifiable issue of either law or fact raised by the losing 

party[.]” 

We are at a loss to determine whether the word “justifiable” was a slip of the 

tongue, a misunderstanding of the statutory language, or, most likely, simply a 

scrivener’s error. In any event, it gives us pause as to whether the appropriate 

standard was applied.

More significantly, however, after reading the statute, the hearing justice 

concluded,

“Based on the above analysis, this [c]ourt should find and 

does find that Ms. Steliga has breached the agreement by 
- 40 -

refusing to convey the property and anticipatorily 

repudiating the agreement. Thus, if this [c]ourt grants 

buyers’ motion, this [c]ourt should grant attorneys’ fees in 

an amount this [c]ourt deems reasonable.” 

We perceive that the hearing justice missed a step in the analysis. This Court 

has consistently held that, even where a party proves unsuccessful on the merits, 

justiciable issues may yet exist. See, e.g., Arnold, 187 A.3d at 316 (“[T]he trial 

justice found that, even though the plaintiffs did not prevail, there was a justiciable 

issue * * *. We can see no abuse of discretion in the trial justice’s ruling, and thus 

decline to disturb it.”); Danforth, 129 A.3d at 72 (holding that “even though [the 

hearing justice] ultimately concluded that [the defendants’] arguments * * * were 

meritless” there nevertheless remained “justiciable issues” over the inspection 

contingency in the purchase and sales agreement); UXB Sand & Gravel, Inc. v. 

Rosenfeld Concrete Corporation, 641 A.2d 75, 80 (R.I. 1994) (“We are of the 

opinion that the question of whether the statute of frauds was satisfied presented a 

justiciable issue even though the evidence eventually proved to be legally 

deficient.”). 

The impotence of Steliga’s legal arguments do not erase the justiciable issues 

of fact she raised in response to the plaintiffs’ motion for summary judgment. For

example, her allegation that the repair addendum was unfairly “open-ended” seems 

valid in light of Bass’s admission that the repair costs and negotiations were never 

resolved. This and other unresolved facts discussed herein militate against the 
- 41 -

notion that there was a “complete absence of a justiciable issue of * * * fact[.]” 

Section 9-1-45 (emphasis added). We conclude, therefore, that the hearing justice’s 

tacit determination that Steliga failed to introduce any justiciable issues of law or 

fact constituted an abuse of his discretion. Such factual issues were, in fact, present 

and sufficient to bar any award of attorneys’ fees under § 9-1-45. Accordingly, we 

vacate the award of attorneys’ fees.

IV

Conclusion

For the foregoing reasons, the judgment of the Superior Court in favor of the 

plaintiffs as to count one (declaratory judgment) and count three (anticipatory 

repudiation) of the plaintiffs’ complaint is affirmed, but the grants of specific 

performance and attorneys’ fees are vacated. The papers may be remanded to that 

tribunal for resolution of all such matters as may remain pending in the case. In 

addition, the Superior Court is directed to hold an evidentiary hearing and make 

findings of fact with respect to the equitable factors relevant to the plaintiffs’ request 

for specific performance.

Justice Lynch Prata did not participate.
- 42 -

Justice Robinson, concurring in part and dissenting in part. I am pleased 

to be able to wholeheartedly concur in the Court’s analysis concerning the plain 

meaning and enforceability of the written Purchase and Sales agreement and 

concerning the issue of anticipatory repudiation.1I also concur in the Court’s 

discussion of the attorneys’ fees issue and in its decision to vacate the award of 

attorneys’ fees under G.L. 1956 § 9-1-45. However, I feel that I must respectfully 

dissent in the strongest possible terms from the fact that the majority has chosen to 

address the issue of specific performance.2 That is an issue which is not by any 

stretch of the imagination properly before us; and, in my considered judgment, the 

Court is opening a totally unnecessary Pandora’s box by sua sponte inviting the trial 

court to revisit that issue. I am unable to recall ever having disagreed so 

unreservedly about a matter before this Court. My respect for this institution and for 

1 This Court unanimously affirmed the finding of anticipatory repudiation in no 

uncertain terms, stating: “[W]e affirm the hearing justice’s conclusion that Steliga 

repudiated the P&S as a matter of law.” (Emphasis added.)

If there is to be a balancing of equities upon remand, as is called for in the 

“Specific Performance” section of the Court’s opinion, Steliga’s anticipatory 

repudiation of the P&S will hopefully have a weighty role to play in that balancing 

process.

2

I write this partial dissent almost regretfully—because, although the rest of 

the opinion strikes me as being both correct and cogent, I am at the same time 

absolutely convinced that the foray into the specific performance issue is so very 

unnecessary. I have given some thought to saying nothing about that foray, but I 

feel obliged to express my reaction to what I consider to be an unwise deviation from 

certain settled procedural and substantive norms.
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the author of the Court’s opinion is very great, but I nonetheless feel compelled to 

voice my conviction that the Court is unwisely and for no good reason diverging 

from our normal tradition regarding what is grist for the appellate mill. I fear that 

what the Court is doing by opting to address the issue of specific performance in this 

case will have unfortunate consequences in the future.

The defendants’ statement filed pursuant to Article I, Rule 12A of the 

Supreme Court Rules of Appellate Procedure speaks for itself. It focuses on 

arguments as to why the purchase and sales agreement issue should not be strictly 

construed according to its terms—arguments that this Court has resoundingly and 

unanimously rejected.3 At no point does defendants’ Rule 12A statement challenge 

the fact that, after concluding that the purchase and sales contract is valid and after 

finding anticipatory repudiation on Steliga’s part, the Superior Court ordered 

specific performance. For that reason, I am profoundly convinced that our venerable 

raise or waive principles should apply. In plain English, I think that, by reaching out 

3

I am perplexed by the fact that, at the conclusion of its analysis of the 

important issue of anticipatory repudiation, the majority opinion unequivocally 

states that “we affirm the hearing justice’s conclusion that Steliga repudiated the 

P&S as a matter of law”—and then chooses to remand the case for the trial justice 

to deal with the specific performance issue, even though defendants have not raised 

that issue meaningfully or clearly in their Rule 12A statement. In my judgment, the 

majority should have simply said “Enough is enough” once it unequivocally 

affirmed the hearing justice’s conclusion that “Steliga repudiated the P&S as a 

matter of law.”
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to address an issue that has not been raised by defendants, this Court is radically and 

regrettably departing from our usual practice. See, e.g., Providence Journal 

Company v. Convention Center Authority, 824 A.2d 1246, 1248 (R.I. 2003) (“Under 

the general principles of the adversary system, a party should not be granted relief 

that it did not request.”); Estate of Meller v. Adolf Meller Co., 554 A.2d 648, 654 

(R.I. 1989) (“[I]t is not inappropriate for us to expect, and indeed to demand that the 

briefs before us will contain all the arguments that the parties wish us to 

consider * * *.”); see also Giammarco v. Giammarco, 151 A.3d 1220, 1222 (R.I. 

2017) (noting that “Rule 12A(1) provides that the appellant * * * shall file a 

statement of the case and a summary of the issues proposed to be argued * * *”) 

(internal quotation marks omitted); McGarry v. Pielech, 108 A.3d 998, 1004 (R.I. 

2015) (stating that “this Court need only address issues presented to it * * *”); cf.

Bucci v. Hurd Buick Pontiac GMC Truck, LLC, 85 A.3d 1160, 1170 (R.I. 2014) 

(“[W]e will not consider arguments that have been made by an amicus curiae but 

that were not advanced by a party.”).4 I am completely unable to perceive any 

4 Even if they had indicated in their Rule 12A statement that they were 

appealing from the order of specific performance (as they most certainly did not), 

defendants have not presented this Court with any meaningful argument in support 

of an appeal from that order (if it had been made). When that happens, our precedent 

dictates that we should not reach such an inadequately briefed contention. See, e.g.,

Rhode Island Housing and Mortgage Finance Corporation v. Gordon, 275 A.3d 

559, 567 (R.I. 2022) (“Simply stating an issue for appellate review, without a 

meaningful discussion thereof or legal briefing of the issues, does not assist the Court 

in focusing on the legal questions raised, and therefore constitutes a waiver of that 
- 45 -

sufficient reason for such a departure from our traditional policy about waiver, and 

I fear that it will have unfortunate consequences in the future.

The contract law issue in this case has been nicely analyzed in the majority 

opinion, and that analysis is entirely consistent with this Court’s frequently 

articulated jurisprudence in that area. See, e.g., Cathay Cathay, Inc. v. Vindalu, LLC, 

962 A.2d 740, 746 (R.I. 2009) (“Unambiguous contract language * * * renders the 

parties’ intent irrelevant.”); Gorman v. Gorman, 883 A.2d 732, 739 n.11 (R.I. 2005) 

(“Under established contract law principles, when there is an unambiguous contract 

and no proof of duress or the like, the terms of the contract are to be applied as 

written.”); Rivera v. Gagnon, 847 A.2d 280, 284 (R.I. 2004) (“If the contract terms 

are clear and unambiguous, judicial construction is at an end for the terms will be 

applied as written.”); F.D. McKendall Lumber Co. v. Kalian, 425 A.2d 515, 518 

(R.I. 1981) (“[A] party who signs an instrument manifests his assent to it and cannot 

later complain that he did not read the instrument or that he did not understand its 

issue.”) (brackets omitted) (quoting Dunn’s Corners Fire District v. Westerly 

Ambulance Corps, 184 A.3d 230, 235 (R.I. 2018)); Manchester v. Pereira, 926 A.2d 

1005, 1015 n.8 (R.I. 2007) (referring to “our well established rule that we will not 

substantively address an issue that was not adequately briefed * * *”); James J. 

O’Rourke, Inc. v. Industrial National Bank of R.I., 478 A.2d 195, 198 n.4 (R.I. 1984) 

(“Claims of error that are unsupported by either argument or citation of authority are 

entitled to no consideration on review.”).
- 46 -

contents.”).5 See generally Upton v. Tribilcock, 91 U.S. 45, 50 (1875) (“It will not 

do for a man to enter into a contract, and, when called upon to respond to its 

obligations, to say that he did not read it when he signed it, or did not know what it 

contained.”).

I am frankly unable to understand why the majority feels it necessary to go 

beyond its impeccable discussion of the contract law issue and sua sponte opt to 

include in its opinion a discussion of the principles relating to the sometimes arcane 

and complex area of specific performance.6 My inability to understand why the 

majority has chosen to venture into that arena is magnified by certain statements in 

the majority opinion. For example, the following paragraph from the “Travel” 

section of the majority opinion appears immediately after the summary of the trial 

justice’s ruling concerning the anticipatory repudiation issue:

5

In a frequently cited opinion, Judge Selya has commented as follows on the 

language from the Kalian case: “As Justice Cardozo observed some sixty years ago, 

one ‘who omits to read takes the risk of the omission.’ * * * Were it otherwise, 

signed contracts would be little more than scraps of paper, subject to the selective 

recollection of the parties in interest.” D’Antuono v. CCH Computax Systems, Inc., 

570 F.Supp. 708, 714 (D.R.I. 1983) (quoting Murray v. Cunard S.S. Co., Ltd., 235 

N.Y. 162, 166, 139 N.E. 226, 228 (1923)).

6 Since I do not believe that the issue of specific performance is properly before 

this Court, the wiser course of action would be for me to say absolutely nothing 

about that issue. And I have decided, albeit not without hesitation, to abide by that 

wiser course of action. However, it should not be inferred that I have no preliminary 

view about the equities which weigh in favor of the seller and those which weigh in 

favor of the buyers. 
- 47 -

“Next, addressing plaintiffs’ request for specific 

performance, the hearing justice began by acknowledging 

that plaintiffs properly presented the Superior Court with 

an ‘actual case of controversy’ having suffered injury from 

Steliga’s refusal to convey the property. Consequently, he 

determined that the Superior Court should enter a 

judgment that the P&S was valid and order specific 

performance of the P&S.”

What the majority opinion fails to note in its narration of the travel of this case is the 

crucial fact that Steliga’s counsel did not articulate in any meaningful way a 

legitimate equitable defense at that juncture—or, indeed, at any point. In view of 

that silence, I do not believe that the hearing justice was obliged to sua sponte engage 

in a weighing of the equities when he had before him a P&S which he found to be 

perfectly valid and enforceable. I do not think it advisable to expect trial justices to

perform some sort of equitable weighing when none has been requested. See Martins 

v. Bridgestone Americas Tire Operations, LLC, 266 A.3d 753, 758 (R.I. 2022) 

(“Judges are not expected to be mindreaders.”) (quoting State v. Florez, 138 A.3d 

789, 798 n.10 (R.I. 2016)).

Later, at the beginning of its discussion of the specific performance issue, the 

majority opinion states (in language that can charitably best be described as an 

understatement): “To be sure, Steliga’s presentation of the specific performance 

issue is allusive, at best.” That sentence is accompanied by footnote six, which states 

in pertinent part: “It is somewhat challenging to decipher Steliga’s 12A statement. 

* * * [A]t no point in her 12A statement does she explicitly dispute the specific 
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performance order.” With all due respect, I must say that the majority’s 

determination to spontaneously invoke specific performance considerations in the 

face of those sentences is completely irreconcilable with our normal appellate 

practice and procedure. I can find no precedent from this Court for not perceiving 

such utterly inadequate reference to a legal issue on appeal to be anything other than 

a waiver of that issue. The majority opinion is distressingly unclear as to precisely 

what is the interest of equity to which it refers. The majority opinion seeks to create 

a silk purse out of a sow’s ear by asserting that Steliga’s “written submissions 

indicate sufficiently her view that plaintiffs were not entitled to recover by an 

equitable remedy, in this case specific performance.” However, the opinion fails to 

point out where or how Steliga made that argument “sufficiently” either in the 

Superior Court or on appeal. The plain blunt fact is that the parties were signatories 

to an unambiguous contract (viz., the purchase and sales agreement).7 The validity 

of that contract was upheld by the Superior Court, and that ruling is affirmed in the 

Court’s opinion as is the hearing justice’s specific finding of anticipatory repudiation 

on Steliga’s part. It is now past time for that contract to be executed according to its 

7 See Papudesu v. Medical Malpractice Joint Underwriting Association of 

Rhode Island, 18 A.3d 495, 498 (R.I. 2011) (“[W]e do not actually construe an 

unambiguous contract; we simply consider the dictates of the plain language in the 

contract.”). 
- 49 -

terms8 without further time-consuming and costly litigation about specific 

performance—an issue about which defendants have chosen not to address in their 

Rule 12A statement.9

I am well aware that the tone of my partial dissent in this case is close to being 

perfervid, but I believe that it is necessary for me to emphasize how strongly I feel 

that the majority is significantly departing from one of the fundamental principles of

our appellate jurisprudence; and it is departing from that principle without even 

having been invited by counsel for defendants to do so. It is with genuine regret that 

I predict that this otherwise obscure case will before long give rise to other litigation 

in other contexts, both civil and criminal. I am convinced that it is a major mistake 

for this Court to venture into the realm of the equitable remedy of specific 

performance without the parties having meaningfully identified that as an issue for 

8 See Rivera v. Gagnon, 847 A.2d 280, 284 (R.I. 2004) (“If the contract terms 

are clear and unambiguous, judicial construction is at an end for the terms will be 

applied as written.”).

9 Footnote seven of the majority opinion cites Rhode Island authority in support 

of the thesis that “[i]t is not a novel practice for this Court to delineate between the 

judgment as a matter of law and its associated remedy.” That case is Bashforth v. 

Zampini, 576 A.2d 1197 (R.I. 1990). However, in actuality that case is irrelevant to 

the instant matter in that it deals with a default situation, where, by definition, the 

normal adversary process is absent. See Bashforth, 576 A.2d at 1199. Here, by 

contrast, both parties were at all times represented by counsel who were free to raise 

or not raise whatever arguments they deemed advisable.
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our consideration on appeal.10 Further costly litigation will in all likelihood result—

and, worse, a basic principle of our appellate practice will have been disregarded.

Respectfully, but very ruefully, I dissent.

10 I find it necessary to quote once again the following candid statement from 

the body of the Court’s opinion: “To be sure, Steliga’s presentation of the specific 

performance issue is allusive, at best.” And footnote six which relates to that 

statement states in pertinent part: “[A]t no point in her 12A statement does [Steliga] 

explicitly dispute the specific performance order.” To my mind, it takes more than 

a presentation that is “allusive, at best” and that is lacking explicitness to bring an 

issue before this Court for appellate review.
STATE OF RHODE ISLAND

SUPREME COURT – CLERK’S OFFICE

Licht Judicial Complex

250 Benefit Street

Providence, RI 02903

OPINION COVER SHEET

Title of Case

Kevin Bennett et al. v. Angela Steliga, individually 

and personally and as Trustee of The Angela M. 

Steliga Living Trust dated January 14, 2013, et al. 

Case Number No. 2022-74-Appeal.

(PC 20-7250)

Date Opinion Filed September 12, 2023

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

Written By Chief Justice Paul A. Suttell 

Source of Appeal Providence County Superior Court 

Judicial Officer from Lower Court Associate Justice R. David Cruise

Attorney(s) on Appeal

For Plaintiffs:

Derek M. Gillis, Esq.

For Defendants:

Edward J. Mulligan, Esq.