Joseph Sansone v. Morton Machine Works, Inc., et al.; Morton Machine Works, Inc., et al v. Bristol Yarn Corporation, et al.

Supreme Court
No. 2005-72-Appeal.
No. 2006-163-Appeal.
(PC 01-3750)
Joseph Sansone 	:
v.
Morton Machine Works, Inc., et al. 	:
Morton Machine Works, Inc. 	:
v.
Bristol Yarn Corp. et al. 	:
Present: Williams, C.J., Goldberg, Flaherty, Suttell, and Robinson, JJ.
O P I N I O N
Chief Justice Williams, for the Court. 	The defendant/third-party plaintiff, Morton
Machine Works, Inc. (Morton), appeals from the Superior Court’s grant of a motion for
summary judgment in favor of the third-party defendants, Robin Rug, Inc. (Robin) and Bristol
Yarn Corp. (Bristol Yarn) (collectively third-party defendants), and the denial of Morton’s cross-
motion for summary judgment. 	Morton also appeals from the Superior Court’s denial of its
motion to vacate the entry of final judgment. 	We additionally address the filing of Morton’s
second third-party complaint against Bristol Yarn. 	For the reasons hereinafter set forth, we
affirm the orders of the Superior Court with respect to the motions for summary judgment and
the motion to vacate, but vacate the order granting Morton’s second third-party complaint.
I
Facts and Travel
On July 20, 1998, plaintiff, Joseph Sansone (plaintiff), suffered severe personal injuries
1

when operating a raw stock dyeing machine while working as an employee of Robin, a rug
manufacturing facility in Bristol, Rhode Island. A raw stock dyeing machine (dyeing machine or
machine) consists of two separate tanks, a main kier and an expansion tank, connected together
by a series of pipes. The plaintiff allegedly was injured by a spray of an acidic mixture propelled
from the expansion tank. 	Robin’s workers’ compensation carrier paid plaintiff benefits in
accordance with the existing policy.
The dyeing machine was manufactured by Morton in 1969, but purchased in used
condition by Bristol Yarn from the Frank G.W. McKittrick Company, Inc. (McKittrick), in 1989.
Six years before plaintiff’s accident, in 1992, Robin contracted with Morton to service the dyeing
machine; specifically, Morton replaced the triple safety lock system and the locking ring on the
main kier component of the machine and “all necessary switches, valves, relays, and parts.”
Morton provided a quotation for the service and sale of this equipment, which included an
indemnification provision.
The plaintiff brought suit against Morton and McKittrick, alleging breach of warranty,
negligent design, and strict products liability.1 Morton, however, subsequently filed a third-party
complaint against Robin2 and Bristol Yarn, seeking “contractual indemnity and/or contribution.”
The third-party defendants moved to dismiss Morton’s third-party complaint pursuant to
Rule 12(b)(6) of the Superior Court Rules of Civil Procedure on July 18, 2003. Because plaintiff
had been paid workers’ compensation benefits on behalf of his employer, Robin’s, insurance
carrier, 	the 	third-party 	defendants 	argued 	that 	G.L. 	1956 	§ 	28-29-20 	of 	the 	Workers’
1 Frank G.W. McKittrick Company, Inc., is not involved in either of these appeals, and filed a
suggestion of bankruptcy on January 6, 2006.
2 Morton Machine Works, Inc., brought suit against both Robin Rug, Inc., and Robin Industries;
subsequently, however, Robin Rug, Inc., merged into Robin Industries, causing the former to
cease existence as a separate entity.
2

Compensation Act barred Morton’s claim for contribution against Robin. 	As for Bristol Yarn,
the joint memorandum to support third-party defendants’ motion to dismiss represented that it
was Robin who had purchased the dyeing machine and that Bristol Yarn operates a separate
business from Robin “at a separate location.” 	Therefore, they submitted, the lack of any
connection among Bristol Yarn, plaintiff, and Morton barred any claim for contribution against
Bristol Yarn. 	The third-party defendants further argued that Morton’s prayer for contractual
indemnity should be dismissed because of an absence of any contract between Morton and
themselves.
Morton conceded that the contribution claim should be dismissed as a matter of law, but
objected to the dismissal of its contractual indemnification claim, based upon the existence of
certain language in the quotation that it had provided to Robin when it replaced the triple safety
lock system in 1992. 	Pursuant to an order entered on August 27, 2003, the motion justice
granted in part and denied in part third-party defendants’ motion to dismiss; she dismissed
Morton’s contribution claim against both Robin and Bristol Yarn while declining to dismiss its
claim for contractual indemnification.
Morton, however, later propounded interrogatories to Bristol Yarn, which included
questions about whether Bristol Yarn had ever owned the dyeing machine; its possession, use,
and repair history of the machine; and its relationship with Robin. 	On October 21, 2003, both
Robin and Bristol Yarn provided joint answers to Morton’s interrogatories, revealing that not
only had Bristol Yarn in fact purchased the dyeing machine from McKittrick in 1989, but also
continued to own it. Moreover, third-party defendants admitted that the two “share [a] common
ownership and are affiliated companies,” are located at the same address, and share the same
corporate officers and directors. Indeed, an exhibit attached to McKittrick’s answers to Morton’s
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interrogatories, dated October 30, 2003, corroborated this information: McKittrick had sold the
dyeing machine to Bristol Yarn in 1989. Morton, however, failed to act upon this information.
Thereafter, on June 1, 2004, third-party defendants filed a motion for summary judgment
on Morton’s remaining claim—contractual indemnification. 	Morton objected and cross-moved
for summary judgment. 	By orders entered on October 1 and 7, 2004, a second motion justice
granted third-party defendants’ motion and denied Morton’s cross-motion, finding that the
indemnification provision of the quotation covered only injuries relating to the triple safety lock
system, not the entire machine, and that no genuine issue of material fact existed disputing the
allegation that plaintiff’s injuries were caused by a malfunction on the expansion tank. 	The
third-party defendants thereafter moved for an entry of final judgment pursuant to Rule 54(b) of
the Superior Court Rules of Civil Procedure. The motion justice granted this motion and entered
an order to that effect on December 10, 2004. 	Six days later, Morton filed a notice of appeal
from that judgment.
On May 11, 2005, however, while the appeal was pending with this Court, Morton filed a
motion in Superior Court to vacate the judgment against Bristol Yarn on the contribution claim,
pursuant to Rule 60(b) of the Superior Court Rules of Civil Procedure. Morton argued that it had
conceded dismissal of its contribution claim only because it was under the mistaken belief, based
on third-party defendants’ representations, that Robin owned the dyeing machine that allegedly
caused plaintiff’s injury. Morton, therefore, argued that the final judgment entered on December
10, 2004, should have been vacated because of “mistake, inadvertence, surprise, or excusable
neglect,” under Rule 60(b)(1); fraud, misrepresentation, or “other misconduct of an adverse
party,” under Rule 60(b)(3); or for “any other reason justifying relief,” under Rule 60(b)(6).
Acknowledging the appeal already pending in this Court, a third motion justice denied
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Morton’s motion without prejudice. At Morton’s request, however, we remanded the case to the
Superior Court on September 22, 2005, for the specific purpose of allowing that court to hold a
hearing on the motion to vacate. 	A renewed motion to vacate was denied by a fourth motion
justice on the grounds that Morton did not file its Rule 60(b) motion within a reasonable time.
Morton filed a timely appeal. We consolidated the two appeals on September 18, 2007.
After the case was remanded for the particular purpose of conducting a hearing on the
motion to vacate, and before the case returned to this Court, Morton moved the Superior Court
for leave to file a second third-party complaint against Bristol Yarn, this time alleging equitable
indemnification. No objection having been filed, a fifth motion justice granted Morton’s motion
by rule of court, based on Rule 7(b)(3) of the Superior Court Rules of Civil Procedure. 	The
third-party defendants answered the complaint with a Rule 12(b)(6) motion to dismiss. 	The
Superior Court never heard this motion, and the papers were returned to this Court. 	At
conference, we directed the parties to brief this issue for consideration.
II
Analysis
On appeal, Morton argues that the second motion justice erred in denying its cross-
motion for summary judgment on the contractual indemnity claim and in granting third-party
defendants’ cross-motion with respect to the same. 	Morton contends that the motion justice
applied an unduly narrow interpretation to the language of the indemnification contract between
Morton and third-party defendants. Moreover, Morton argues, based upon what it submits is the
proper interpretation of the indemnification provision, there exists a genuine issue of material
fact as to whether plaintiff was injured by the triple safety lock system, requiring reversal of the
motion justice’s granting of third-party defendants’ motion for summary judgment.
Secondly, Morton argues that the fourth motion justice abused her discretion when she
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denied Morton’s motion to vacate on the grounds that it was filed unreasonably late, in
contravention of Rule 60(b). Specifically, Morton contends that its delay was reasonable given
the circumstances; the time of its filing having been caused by the inaccurate representations of
third-party defendants.
Thirdly, concerning Morton’s second third-party complaint, Morton argues that the
Superior Court has subject-matter jurisdiction over that complaint and that the complaint should
survive third-party defendants’ motion to dismiss, which was filed, but has not yet been heard by
the Superior Court.
A
Contractual Indemnity
We first address the motion justice’s granting of third-party defendants’ motion for
summary judgment on Morton’s contractual indemnification claim and his denial of Morton’s
cross-motion for the same.
Morton’s claim for contractual indemnity is based on a section of the quotation for the
triple safety lock system that Robin purchased in 1992. 	The relevant provision, entitled
“Operation of Equipment,” provides as follows:
“In its use and operation of the machinery and equipment ordered,
Purchaser shall use and require its personnel to use all safety
devices and guards provided with same, shall not remove or
modify any such device, guard or warning sign, and will require
adherence to safe operating procedures at all times. 	In no event
shall Morton be liable for any damage to person or property at any
time 	arising 	from 	Purchaser’s 	misuse 	and 	operation 	of 	said
machinery or equipment, or from defective products produced by
Purchaser therewith, and Purchaser shall indemnify and save
Morton harmless from any and all claims, demands and causes of
action of of [sic] every nature that might be asserted against
Morton with respect to any such claim or damage. Purchaser shall
bear full responsibility for any damage to the machinery or
equipment 	resulting 	from 	Purchaser’s 	use 	of 	chemicals,
combinations of chemicals, or combinations of chemicals and
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temperatures which might adversely affect the particular type of
metal or material included in the equipment or machinery or any
component thereof.”
The third-party defendants contend that the quotation’s clear and unambiguous language
restricts indemnity to “misuse and operation” or “from defective products produced” by “the
machinery and equipment ordered”; that is, they read the indemnification language as applying
only to the specific merchandise purchased from Morton in connection with the quotation.
Because the triple safety lock system was the “machinery and equipment ordered” and the
“misuse and operation” of that system was not the cause of plaintiff’s injuries, they argue, the
indemnity provision does not apply to the instant case. 	Further, third-party defendants submit
that plaintiff’s injuries were caused by a failure of the expansion tank, not the triple safety lock
system, and that there exists no dispute of material fact on the issue.
Morton, on the other hand, argues for a broader interpretation of the indemnity clause.
First, it argues that the clear and unambiguous language of the indemnification provision applies
to both the triple safety lock system and to the dyeing machine itself, and to all injuries caused
therefrom. Secondly, Morton argues that, because the triple safety lock system is essential to the
functioning of the entire dyeing machine, any damages attributed to the “misuse and operation”
of the machine are covered by the indemnity provision, regardless of whether this Court restricts
the language of the indemnity provision to one component. Finally, Morton argues that there is a
genuine issue of material fact as to whether plaintiff was injured by the triple safety lock system.
1
Standard of Review
“This Court reviews a grant of summary judgment de novo, applying the same standards
as the motion justice.” National Refrigeration, Inc. v. Travelers Indemnity Co. of America, 947
A.2d 906, 909 (R.I. 2008) (quoting Smiler v. Napolitano, 911 A.2d 1035, 1038 (R.I. 2006)).
7

“Summary judgment is appropriate when no genuine issue of material fact is evident from ‘the
pleadings, depositions, answers to interrogatories, and admissions on file, together with the
affidavits if any,’ and the motion justice finds that the moving party is entitled to prevail as a
matter of law.” Id. (quoting Smiler, 911 A.2d at 1038 and Super. R. Civ. P. 56(c)).
2
Interpretation of the Indemnification Provision
Our law is well settled that indemnity provisions are valid if sufficiently specific, but are
to be “strictly construed against the party alleging a contractual right of indemnification.”
Muldowney v. Weatherking Products, Inc., 509 A.2d 441, 443 (R.I. 1986) (citing DiLonardo v.
Gilbane Building Co., 114 R.I. 469, 471 n.1, 334 A.2d 422, 423 n.1 (1975)). 	See also Rhode
Island Hospital Trust National Bank v. Dudley Service Corp., 605 A.2d 1325, 1327 (R.I. 1992).
Here, Morton takes issue with the motion justice’s “narrow interpretation” of the indemnity
provision; but Morton’s argument ignores the fact that our law requires precisely that approach.
Morton first argues that the phrase “machinery and equipment ordered” in the first
sentence of the indemnity provision refers not merely to that which was “ordered” in connection
with the quotation, but separately to “machinery” and to “equipment ordered.” 	In other words,
Morton contends that the quotation’s indemnity provision applies both to the “machinery” (the
entire dyeing machine) and to “equipment ordered” (in this case the safety lock purchased in
connection with the quotation). 	Thus, it argues, the lower court erred in failing to apply the
indemnity provision to the instant dispute.
The third-party defendants, on the other hand, argue that the phrase “machinery and
equipment ordered” refers only to that which was purchased or “ordered” from Morton in 1992
in connection with the quotation. 	Such an interpretation allows indemnification only for
damages caused by the triple safety lock system. 	Therefore, if there is no genuine issue of
8

material fact that plaintiff’s injuries were not caused by that component, third-party defendants
contend that we must affirm the judgment of the Superior Court.
Applying the long-standing principle that indemnification provisions are to be strictly
construed against the party asserting a right of indemnification, we hold that the provision at
issue applies only to the components purchased from Morton in 1992. 	See Muldowney, 509
A.2d at 443. 	A plain reading of the clear and unambiguous language of the provision leads
inevitably to the conclusion that the phrase “machinery and equipment ordered” refers only to
that which was “ordered” in connection with the indemnity provision. To suggest that the phrase
includes “machinery” as a separate concept from “equipment ordered” unnecessarily complicates
the clear language and transgresses our law requiring strict construction of such provisions
against the party asserting them.
Accordingly, we hold that the indemnity provision applies only to the “machinery and
equipment ordered” in connection with the quotation: in this case, the triple safety lock system.
Morton additionally contends that there exists a distinction within the section of the
indemnification provision that specifically relates to damages, requiring it to be read in two parts.
The section provides:
“In no event shall Morton be liable for any damage to person or
property at any time arising from Purchaser’s misuse and operation
of 	said 	machinery 	or 	equipment, 	or 	from 	defective 	products
produced by Purchaser therewith, and Purchaser shall indemnify
and save Morton harmless from any and all claims, demands and
causes of action of of [sic] every nature that might be asserted
against Morton with respect to any such claim or damage.”
(Emphasis added.)
Although Morton agrees that the clause preceding the disjunctive “and” refers back to the
“machinery 	and 	equipment 	ordered,” 	it 	contends 	that 	the 	second 	clause, 	following 	the
disjunctive, exists independently, referring only to itself. 	That is, the second clause does not
9

restrict indemnification to damages caused by the purchaser’s “misuse and operation” of the
“machinery and equipment ordered” in connection with the quotation, but rather “to any claim or
demand or cause of action” a plaintiff may have against Morton.
Such an interpretation also flies in the face of our law requiring the strict construction of
indemnity provisions. 	See Muldowney, 509 A.2d at 443. 	Morton’s interpretation would allow
an indemnity provision, clearly and unambiguously connected to a specific piece of equipment,
to extend to other components purchased previously, from a different vendor, and themselves not
covered by any preexisting indemnification contract. We cannot countenance such a result.
Morton alternatively argues that should this Court hold (as we do) that the indemnity
provision applies only to the triple safety lock system, the indemnity provision nonetheless
applies to the instant situation. 	Specifically, Morton submits that, because the dyeing machine
would be inoperable without the triple safety lock system it therefore is an essential component.
As such, any damages resulting from “misuse and operation” of the machine logically must be
attributed to all components.
The clear language of the indemnity provision, however, suggests no such conclusion.
Indeed, as explained above, the indemnity provision applies only to the “machinery and
equipment ordered” in connection with the sales contract at issue. 	The relevant provision
nowhere provides that, in addition to the merchandise ordered, it applies also to any machinery
and equipment to which that merchandise becomes a component.
The motion justice provided an apt analogy: if a buyer purchased a spring subject to an
indemnity agreement mirroring that at issue here, the manufacturer would have a claim of
indemnity against the buyer for damages caused by the latter’s misuse and operation of the
spring. 	However, Morton’s interpretation would broaden this limited indemnity to include any
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machine in which the spring was used as a necessary component—regardless of whether the
misuse and operation of the spring itself was the cause of injury. 	Again, the rule of strict
construction governing indemnification contracts bars such a result.
We hold, therefore, that the indemnification provision applies only to that merchandise
that was “ordered” in connection with the quotation and only to damages resulting from the
“misuse and operation” of that merchandise or defective products produced therewith.
3
Issue of Material Fact
Having determined that the quotation’s indemnity provision applies only to “misuse and
operation” of the triple safety lock system (or from “defective products produced” in connection
with that equipment), we now must decide if there is a genuine issue of material fact as to
whether “misuse and operation” of that component resulted in plaintiff’s injuries.
To support their motion for summary judgment, third-party defendants presented the
deposition testimony of Charles William Burgin, Morton’s Super. R. Civ. P. 30(b)(6) designee.
Mr. Burgin testified that plaintiff’s injuries were not the result of either plaintiff or third-party
defendants’ “misuse and operation” of the safety lock or any products created by use of that
component.
Morton, however, also presented other portions of the deposition testimony of Mr.
Burgin, in which he stated that the dyeing machine would be inoperable without the safety lock.
Therefore, Morton argues, although it may be undisputed that there was never any “misuse and
operation” of the safety lock, a reasonable mind could draw the inference that there was “misuse
and operation” of some other part of the machine, of which the safety lock is an integral part.
Consequently, Morton contends, an issue of fact as to “misuse and operation” of the whole (or
some other part) necessarily implicates the safety lock covered by the indemnification provision;
11

thus, summary judgment in favor of third-party defendants was improperly granted.
It is well settled that “the drawing of inferences from undisputed facts is part of the fact-
finding process.” Freitas v. Mello, 821 A.2d 697, 699 (R.I. 2003) (citing Wickes v. Kofman, 121
R.I. 698, 703, 402 A.2d 591, 593 (1979)). However, the inference that Morton argues was drawn
by the motion justice concerns parts of the dyeing machine left uncovered by the indemnification
provision. 	Having held that the indemnification provision applies only to the triple safety lock
system, we are concerned only with “misuse and operation” of that component. 	Without
evidence in contravention of Mr. Burgin’s testimony that no “misuse and operation” of the safety
lock caused plaintiff’s injuries, we find no extant genuine issue of material fact.
We therefore affirm the judgment of the Superior Court, granting third-party defendants’
motion for summary judgment and denying Morton’s cross-motion for summary judgment.
B
Morton’s Motion to Vacate
Morton further appeals the judgment of the Superior Court denying its motion to vacate
on the grounds that it was untimely filed after the entry of final judgment. 	The facts, Morton
contends, demonstrate that the date on which the motion was filed was indeed timely.
1
Standard of Review
“Our review of a decision denying a motion to vacate a judgment [pursuant to Rule
60(b)] is limited to examining ‘the correctness of the order granting or denying the motion, not
the correctness of the original judgment.’” Ryan v. Roman Catholic Bishop of Providence, 941
A.2d 174, 187 (R.I. 2008) (quoting Greenfield Hill Investments, LLC v. Miller, 934 A.2d 223,
224 (R.I. 2007) (mem.)). 	“Accordingly, a motion to vacate a judgment is left to the sound
discretion of the Superior Court justice, and his or her ruling will not be disturbed on appeal
12

absent an abuse of discretion.” Id. (citing Greenfield, 934 A.2d at 224).
2
Timeliness of Morton’s Motion to Vacate
Rule 60(b) provides, in relevant part:
“On motion and upon such terms as are just, the court may relieve
a party or a party’s legal representative from a final judgment,
order, 	or 	proceeding 	for 	the 	following 	reasons: 	(1) 	mistake,
inadvertence, surprise, or excusable neglect; * * * (3) fraud * * *,
misrepresentation, or other misconduct of an adverse party; * * *
or, (6) any other reason justifying relief from the operation of the
judgment. The motion shall be made within a reasonable time, and
for reasons (1), (2), and (3) not more than one year after the
judgment, order, or proceeding was entered or taken.”
A leading treatise notes that Rule 60(b)’s federal counterpart attempts a “proper balance”
between two conflicting principles: to ensure that justice has been done, yet to effectuate an end
to litigation. 	11 Charles Alan Wright et al., Federal Practice and Procedure § 2851 at 227
(1995). 	Motions based on Rule 60(b) must therefore be brought within a “reasonable time” of
the entry of the judgment that they propose to vacate. For such motions based upon the reasons
set forth in Rule 60(b)(1), (2), and (3), the “extreme limit” of reasonableness permitted by the
rule is one year, although a court may find a “reasonable time” to be less, “dependent on the facts
and circumstances of each case.” 	Tierney v. Conley, 590 A.2d 865, 866 (R.I. 1991) (quoting
Murphy v. Bocchio, 114 R.I. 679, 685, 338 A.2d 519, 523-24 (1975)). “Thus, undue delay may
bar relief, even if the motion is made before the one-year period has expired.” 	Waldeck v.
Domenic Lombardi Realty, Inc., 425 A.2d 81, 83 (R.I. 1981).
Here, Morton’s motion to vacate was brought on May 11, 2005, five months after the
entry of final judgment. 	In her discretion, the motion justice found such a time period
unreasonable. We affirm.
The motion justice considered the following facts. 	In their memorandum of law to
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support their motion to dismiss under Rule 12(b)(6), filed on July 18, 2003, third-party
defendants inaccurately represented that (1) Bristol Yarn was not the owner of the dyeing
machine and (2) that it had no relationship with either plaintiff or Morton. However, third-party
defendants, on page three of their responses to Morton’s interrogatories, filed October 21, 2003,
in answer to interrogatory number two, revealed that Bristol Yarn had purchased the dyeing
machine from McKittrick in 1989. 	The third-party defendants also provided, along with the
interrogatory responses, a document labeled “Bristol Yarn Co. Inc. Fixed Asset Acquisitions,”
dated March 31, 1990, indicating that Bristol Yarn had acquired the dyeing machine from
McKittrick. 	Moreover, two of Morton’s own internal documents, dated August 26, 1992, and
December 9, 1998, either list Bristol Yarn as the contact company for the dyeing machine or as
the machine’s owner. 	Some documents produced by third-party defendants, however, and
provided by Morton in its supplemental appendix, demonstrate that Morton also conducted
business with Robin.
Morton justifies the delay in filing its motion to vacate by its contention that it relied
upon the representations made by third-party defendants in their memorandum of law supporting
their motion to dismiss; and, having conceded the contribution claim based upon such
representations, it thereafter had focused only on the contractual indemnification issue. Thus, the
responses to interrogatories, Morton claims, did not “resonate with counsel until later.”
Moreover, Morton avers, third-party defendants never directed anyone’s attention to the
inaccurate facts presented in their memorandum of law. 	Instead, they later provided accurate
responses to interrogatories. 	When preparing for the appeal of the final judgment, Morton
noticed third-party defendants’ responses and filed its motion to vacate accordingly. And, as far
as its internal documents are concerned, Morton argues that because it also submitted invoices
14

and other documents to Robin it originally was confused about who owned the machine. Thus,
Morton submits, given the circumstances, it filed its motion to vacate within a reasonable time,
and the motion justice’s decision to the contrary was an abuse of discretion.
The third-party defendants, however, counter that in addition to Morton’s internal
documents noting Bristol Yarn’s relationship to the dyeing machine Morton should have become
aware of the true nature of Bristol Yarn’s connection to the instant dispute through the
interrogatory answers filed on October 21, 2003—nearly fourteen months before the entry of
final judgment (December 10, 2004), and nearly nineteen months before Morton filed its motion
to vacate (May 10, 2005). 	Thus, third-party defendants argue that the motion justice did not
abuse her discretion in deciding that Morton’s motion to vacate was filed unreasonably late.
We hold that the motion justice’s denial of Morton’s motion to vacate, based upon her
conclusion that it was not filed within a reasonable time, was not an abuse of discretion. Indeed,
the facts and circumstances of the case demonstrate that despite the erroneous representations of
third-party defendants, it was reasonable to determine that Morton should have known, long
before final judgment was entered, of the error relating to the granting of third-party defendants’
motion to dismiss on the contribution claim. 	See Tierney, 590 A.2d at 866. 	Morton did not
challenge the dismissal at any other time throughout this case’s long history. It was not until five
months after final judgment was entered and after Morton filed an appeal, that it filed its motion
to vacate. Morton’s five-month delay after the entry of final judgment, then, certainly could be
viewed as unreasonable.
Rather than conduct an independent inquiry into Bristol Yarn’s relationship to the dyeing
machine, including an inspection of its own internal documents, Morton chose to rely upon
opposing counsel’s representation of the facts in a memorandum of law. Morton also offers that
15

it was sufficient to rely upon third-party defendants’ memorandum pursuant to Rule 11 of the
Superior Court Rules of Civil Procedure. 	It is, of course, an attorney’s duty, under Rule 11, to
provide the court with papers produced in good faith and well grounded in law and fact, to the
best of his or her knowledge. In addition, as a matter of professional courtesy and fairness, third-
party defendants should have taken care to contact and alert Morton to the inaccuracies in third-
party defendants’ memorandum. 	We expect a far greater proactive effort on the part of any
attorney who becomes cognizant that he or she has made inaccurate statements in an earlier
filing, whether intentional or unintentional. Ours is, and must remain, a noble profession that is
civil and courteous in all we do. This does not excuse, however, Morton’s failure to review its
own documents, which should have occurred before the hearing on the motion to dismiss. 	Nor
does it excuse Morton’s failure to read answers filed in response to the interrogatories that it
propounded after that motion was granted.
Considering such facts, we cannot hold that the motion justice abused her discretion
when she determined that Morton’s delay of filing a motion to vacate after entry of final
judgment was unreasonable under Rule 60(b).
C
Morton’s Second Third-Party Complaint
After this case was docketed for appeal, and after Morton filed its motion to vacate with
the Superior Court, Morton moved this Court to remand the case for the “limited purpose” of
ruling on the motion to vacate. We granted that motion by an order, dated September 22, 2005,
which stated, in no uncertain terms, that the remand was for a hearing on the motion to vacate.
In addition to seeking resolution of its motion to vacate, however, Morton filed in
Superior Court a motion for leave to file a second third-party complaint against Bristol Yarn,
alleging entitlement to equitable indemnification, which motion was granted by rule of court.
16

The third-party defendants answered by a Rule 12(b)(6) motion to dismiss. The Superior Court
never heard this motion, the papers having been returned to this Court. At conference, we asked
the parties to brief the issue.
We hold that the Superior Court transgressed the extent of our remand by entertaining
more than the remand’s limited purpose as expressed in our order. 	We consistently have held
that, on remand, the lower courts may not “exceed the scope of the remand or open up the
proceeding to legal issues beyond the remand.” Willis v. Wall, 941 A.2d 163, 166 (R.I. 2008).
See also RICO Corp. v. Town of Exeter, 836 A.2d 212, 218 (R.I. 2003); Lemek v. Washington
Oaks, Inc., 524 A.2d 597, 598 (R.I. 1987); Valley Gas Co. v. Burke, 415 A.2d 165, 165 (R.I.
1980). Known as the “mandate rule,” this doctrine “provides that a lower court on remand must
implement both the letter and spirit of the [appellate court’s] mandate, and may not disregard the
explicit directives of that court.” 	RICO Corp., 836 A.2d at 218 (quoting Tollett v. City of
Kemah, 285 F.3d 357, 364 (5th Cir. 2002)). 	Indeed, “the opinions of this Court speak
forthrightly and not by suggestion or innuendo” and it is therefore “not the role of the trial justice
to attempt to read ‘between the lines’ of our decisions.” 	Willis, 941 A.2d at 166 (quoting
Fracassa v. Doris, 876 A.2d 506, 509 (R.I. 2005)).
Because we remanded the case with the precise instruction that the Superior Court rule on
Morton’s motion to vacate, we vacate that court’s order granting Morton’s motion for leave to
file a second third-party complaint. See Lemek, 524 A.2d at 598.
Conclusion
For the foregoing reasons, we affirm the judgments of the Superior Court with respect to
the parties’ respective motions for summary judgment and Morton’s motion to vacate. 	We
17

vacate the Superior Court’s order granting Morton’s motion for leave to file a second third-party
complaint.
18

Supreme Court
No. 2005-72-Appeal.
No. 2006-163-Appeal.
(PC 01-3750)
Joseph Sansone 	:
v.
Morton Machine Works, Inc., et al. 	:
Morton Machine Works, Inc. 	:
v.
Bristol Yarn Corp. 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 Tel. 222-3258
of any typographical or other formal errors in order that corrections
may be made before the opinion is published.

COVER SHEET
TITLE OF CASE: 	Joseph Sansone v. Morton Machine Works, Inc., et al
Morton Machine Works, Inc. v. Bristol Yarn Corp. et al
DOCKET SHEET NO : 	SU-05-0072
SU-06-0163
COURT: 	Supreme
DATE OPINION FILED: 	October 21, 2008
Appeal from
SOURCE OF APPEAL: 	Superior Court 	County: 	Providence
JUDGE FROM OTHER COURT: 	Associate Justice Allen P. Rubine
Associate Justice Susan E. McGuirl
JUSTICES: 	Williams, CJ., Goldberg, Flaherty, Suttell, and Robinson, JJ.
WRITTEN BY: 	Chief Justice Williams
ATTORNEYS:
For Plaintiff: 	Michael DeLuca, representing Morton
Machine Works, Inc.
ATTORNEYS:
For Defendant: 	James Oswald, representing Bristol
Yarn Corporation & Robin Industries, Inc.