## Facts

- Tri-Town Construction Company, Inc. financed Commerce Park Associates 12, LLC’s real-estate acquisition and development through a promissory note secured by a mortgage.
- Nicholas E. Cambio executed a personal guaranty of CPA’s obligations under the note.
- CPA defaulted on the note.
- Tri-Town pursued foreclosure remedies; CPA filed for Chapter 11 bankruptcy, and Tri-Town obtained relief from the automatic stay to continue pursuing remedies.
- Tri-Town sued CPA for breach of the promissory note and sued Cambio for breach of the guaranty in Rhode Island Superior Court.
- After a nonjury trial, the Superior Court entered judgment for Tri-Town for $3,911,894.95 plus post-judgment interest and awarded Tri-Town attorney’s fees under a contractual fee provision.
- CPA and Cambio appealed, challenging liability, factual findings affecting the amount owed, asserted defenses, and the attorney’s-fees award.

## Issues

1. Whether the trial court erred in holding CPA liable for breach of the promissory note and Cambio liable under the personal guaranty.
2. Whether the trial court’s factual findings and damage calculations were clearly erroneous or rested on overlooked or misconceived material evidence.
3. Whether asserted defenses and claimed offsets based on Tri-Town’s conduct were wrongly rejected.
4. Whether the attorney’s-fees award was supported by competent evidence of the fees’ reasonableness and necessity.

## Decision

- The Supreme Court affirmed the judgment imposing liability on CPA for breach of the promissory note and on Cambio for breach of the guaranty.
- The Court affirmed the damages award of $3,911,894.95 plus post-judgment interest.
- The Court vacated the attorney’s-fees award.
- The Court remanded for further proceedings to develop an adequate evidentiary basis for fees, including consideration of testimony or an affidavit from an independent attorney on reasonableness and necessity.

## Legal Principles

- In a nonjury case, a trial justice’s findings of fact and credibility determinations receive deference and will not be disturbed unless clearly wrong or based on oversight or misconception of material evidence.
- A creditor may recover on a promissory note by proving the note’s existence, default, and the amount due, absent a valid defense.
- A personal guaranty is enforced according to its plain, unambiguous terms; a guarantor may be held liable upon the principal obligor’s default absent a recognized defense.
- Even when a contract authorizes fee shifting, the amount awarded must be supported by competent evidence establishing the reasonableness and necessity of the requested fees; the absence of such support warrants vacatur and remand.

## Conclusion

The Rhode Island Supreme Court upheld a multimillion-dollar judgment enforcing a promissory note and personal guaranty, but vacated and remanded the attorney’s-fees award because the record lacked adequate independent evidence that the fees claimed were reasonable and necessary.


Tri-Town Constr. Co. v. Commerce Park Assocs. 12, LLC, 139 A.3d 467 (R.I. 2016)