Glassie v. Doucette et al

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF RHODE ISLAND
GEORGIA GLASSIE,
Plaintiff,
v.
PAUL DOUCETTE, JOHN TAFT, and
THOMAS GLASSIE,
Defendant.
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C.A. No. 1:20-cv-00493-MSM-PAS
MEMORANDUM AND ORDER
Mary S. McElroy, United States District Judge.
This case is but a chapter in the “long and tortured history” of an estate dispute
that has spanned nearly fifteen years.
	Marcia Glassie v. Doucette, No. NP-2019-
0213, 2020 WL 6736281, at *1 (R.I. Super. Nov. 6, 2020). It involves “a complicated,
multistate continuing saga over the decedent’s estate, arising in the context of a
legacy of wealth,”
Alison Glassie v. Doucette, 157 A.3d 1092, 1094 (R.I. 2017), that
has “interwoven the [superior c]ourt in a serpentine procedural morass between the
Probate Court, the Superior Court, and the Supreme Court . . . .”
	Marcia Glassie,
2020 WL 6736281, at *1. 	At its heart is a battle between two sides of the late
Donelson Glassie’s family: one from his first marriage, and the other from his second.
Before the Court are Motions for Summary Judgment by the defendants, Paul
Doucette, John Taft, and Thomas Glassie (collectively, “Defendants”). (ECF Nos. 168;
172; 176.) The plaintiff, Georgia Glassie, asserts claims against Defendants based on
their alleged mismanagement of the Glassie estate and its businesses. (ECF No. 1.)
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Defendants argue that her claims all fail as a matter of law. 	Georgia1 opposes
summary judgment and moves that the Court take judicial notice of a favorable
decision 	in 	a 	parallel 	case 	in 	Rhode 	Island 	Superior 	Court, 	Newport 	County
(“Newport Superior Court”). 	(ECF No. 198.) 	For the following reasons, the Court
GRANTS John Taft’s Motion for Summary Judgment (ECF No. 168) and Thomas
Glassie’s Motion for Summary Judgment (ECF No. 172). Paul Doucette’s Motion for
Summary Judgment (ECF No. 176) is GRANTED with respect to Counts I, II, IV, V,
VI, and VII of the Complaint but DEFERRED with respect to Count III. 	Georgia’s
Request for Judicial Notice and Supplemental Briefing (ECF No. 198) is GRANTED.
I. 	BACKGROUND
While the full tale of the Glassie family’s ongoing estate dispute could likely
fill volumes, the Court summarizes the facts most relevant to Georgia’s present
claims as follows. 	Donelson Glassie was a successful businessman who amassed a
substantial fortune before his death. 	Donelson’s estate (the “Estate”) included
interests in hotels and other business entities. 	One of those businesses is most at
issue here: Historic Inns of New York City, LLC (“HINYC”), which runs the Park
South Hotel in New York City.
Donelson married twice during his life. 	With his first wife, Phyllis Fragola,
Donelson had two children: Elizabeth Doucette and Thomas Glassie. With his second
wife, Marcia Glassie, Donelson had three daughters: Georgia Glassie, the eldest, who
1 As it and other courts have done so previously, and intending no disrespect, the
Court refers to most of the Glassie family by their first names so as to avoid confusion.
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is the plaintiff here, Alison, and Jacquelin. 	Both marriages ended in divorce. 	The
defendants here are Thomas, Elizabeth’s husband Paul Doucette (“Doucette”), and
Donelson’s former business partner John Taft (“Taft”). Doucette, Donelson’s son-in-
law, was the executor of the estate during the relevant time.2
Donelson’s will divided the Estate unevenly among his beneficiaries. 	Those
from his first marriage—the so-called “favored beneficiaries”—received a greater
share of the Estate. Those from his second marriage—purportedly derisively referred
to as the “Jamestown clan”—received less. Georgia’s primary interest in the Estate,
as conveyed by Donelson’s will, was a 2% interest in HINYC and a 10% interest in
the Estate’s residuary, i.e., the portion of the Estate left over after all the Estate’s
obligations are satisfied.3 Litigation over the Estate ensued shortly after Donelson’s
death on February 3, 2011, and the Estate has not yet been closed (and, as such, the
residuary has not yet been distributed).
Georgia’s Complaint claims that Defendants have engaged in a broad, ongoing
conspiracy to defraud her out of her rightful inheritance. 	(ECF No. 1.) 	Apart from
more general allegations regarding Doucette’s stewardship of the Estate, Georgia’s
claims largely center around Defendants’ management of HINYC.
	See id. 	Prior to
Donelson’s death, he was the sole managing member of HINYC. After his death, in
2 As explained below, on December 2, 2025, the Newport Superior Court issued a
decision removing Doucette from his position as the Estate’s executor.
See Glassie v.
Doucette, NP-2022-0037.
3 Due to a preexisting 3% interest in HINYC, Georgia will hold a 5% stake in the
business when the Estate is ultimately distributed.
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March 2011, all of HINYC’s members, including Georgia, agreed to amend HINYC’s
Operating Agreement to appoint Taft, Doucette, and Thomas as managing members.
This amendment provided that HINYC’s managing members would manage the
business by a majority vote among themselves, and that they would have “authority
to do all acts necessary or convenient to or for the furtherance of the purpose
described” in the Operating Agreement. (ECF No. 171-4 at 2.)
Two of the HINYC Operating Agreement’s provisions are most implicated here.
First, Section 4.8(a) provides in pertinent part:
Except as provided in this Section 4.8, no non-managing Member, in his
status as such, shall have the right to take part in the management or
control of the business of the Company or to act for or bind the Company
or otherwise transact business on behalf of the Company. Before the
Managing Member may cause or permit the Company to take action
with any of the events or actions listed below, the Managing Member
shall obtain the written consent or affirmative vote of holders of a
majority of the Percentage Interests in favor of such event or matter in
accordance with the provision of this Section 4.8: . . . (ii) a sale, exchange,
lease, mortgage, pledge or transfer of all or substantially all of the assets
of the Company . . . .”
(ECF No. 172-1 at 14.) 	Under Section 4.8(a), non-managing members of HINYC do
not have the right to take part in management of HINYC’s business, and managing
members are permitted to engage in a “sale, exchange, lease, mortgage, or transfer”
of the business’s assets if they obtain the consent of “holders of a majority of
Percentage Interests.”
	Id. 	The Estate holds a 61% interest in HINYC, which was
controlled by Doucette as executor at all relevant times, thus effectively granting
Doucette a majority percentage interest in HINYC.
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Relatedly, Section 4.8(b) provides that “[w]henever Members are required or
permitted to take any action by vote at a meeting, the Managing Member shall
provide them written notice.”
Id. Section 4.8(c) similarly provides that, “[w]henever
under this Section 4.8, Members are required or permitted to take any action by vote,
such action may be undertaken without prior notice and without a vote” if,
inter alia,
the managing members “give prompt notice of the taking of the action . . . to those
Members who have not consented in writing but who would have been entitled to vote
thereon had such action been taken at a meeting.”
Id. at 14–15.
The other section at issue is Section 9.10, which provides the following
requirements for amending the Operating Agreement:
This Agreement may be amended in any manner by action of the
Managing Member without the consent of all Members; provided,
however, that no amendment of this Agreement shall (a) without the
consent of all Members amend this Section 9.3 in a manner adverse to
the Members; or (b) 	without the express written consent of such
Member, (i) increase the liability of a Member beyond the liability of
such Member expressly set forth in this Agreement, (ii) decrease the
interest in the Net Profits and Net Losses of any Member, except as
provided in Section 2.2, or (iii) decrease the Capital Account of any
Member, except as provided in this Agreement.
Id. at 19. In other words, managing members may amend the Operating Agreement
without non-managing members’ consent so long as an amendment does not implicate
one of the four things outlined in Section 9.10.4
4 As will be discussed later, Georgia suggests that Section 9.10’s reference to “this
Section 9.3” contains a typographical error, and that Section 9.10 should properly be
read as forbidding amendment to itself.
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In 2019, HINYC began refinancing a number of consolidated loans, most of
which were incurred and authorized by HINYC during Donelson’s lifetime. At issue
here is the refinancing of a loan from OceanFirst Bank N.A. (“OceanFirst”). This was
accomplished through a mortgage secured by the Estate’s assets. 	Defendants
arranged this mortgage, which Georgia argues inherently damages her interest in
the Estate in favor of the favored beneficiaries’ greater interests in HINYC, without
notifying Georgia and without meeting with non-managing members to vote on the
transaction. 	Defendants have amended HINYC’s Operating Agreement to require
that any further amendment of the Operating Agreement requires OceanFirst’s
written consent while the loan remains outstanding. (ECF No. 171-5 at 6.)5
Beyond Defendants’ management of HINYC, Georgia alleges that Doucette, in
his capacity as the Estate’s executor, engaged in a pattern of fiduciary misconduct
involving self-dealing and actions taken to benefit the “favored beneficiaries” at the
expense 	of 	the 	Jamestown 	beneficiaries. 	The 	parties 	dispute 	many 	facts
underpinning Georgia’s allegations, parallel litigation over which has proceeded in
Rhode Island state courts.
See Glassie v. Doucette, NP-2022-0037.
II. 	STANDARD OF REVIEW
Summary judgment’s role in civil litigation is “to pierce the pleadings and to
assess the proof in order to see whether there is a genuine need for trial.”
Garside v.
Osco Drug Inc., 895 F.2d 46, 50 (1st Cir. 1990) (quoting Adv. Comm. Notes to
5 Georgia contests the characterization of this as an amendment because, as discussed
below, she argues it was not made in accordance with Section 9.10’s requirements.
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Fed.R.Civ.P. 56). 	Summary judgment can be granted only when “the pleadings,
depositions, answers to interrogatories, and admissions on file, together with the
affidavits, if any, show there is no genuine issue as to any material fact and the
moving party is entitled to judgment as a matter of law.” 	Fed. R. Civ. P. 56. 	“A
dispute is genuine if the evidence about the fact is such that a reasonable jury could
resolve the point in the favor of the non-moving party. A fact is material if it carries
with 	it 	the 	potential 	to 	affect 	the 	outcome 	of 	the 	suit 	under 	the 	applicable
law.”
	Santiago–Ramos v. Centennial P.R. Wireless Corp., 217 F.3d 46, 52 (1st Cir.
2000) (quoting
Sanchez v. Alvarado, 101 F.3d 223, 227 (1st Cir. 1996)).
In ruling on a motion for summary judgment, the court must examine the
record evidence “in the light most favorable to, and drawing all reasonable inferences
in favor of, the nonmoving party.”
Feliciano de la Cruz v. El Conquistador Resort &
Country Club, 218 F.3d 1, 5 (1st Cir. 2000) (citing
Mulero–Rodriguez v. Ponte,
Inc., 98 F.3d 670, 672 (1st Cir. 1996)). 	“[W]hen the facts support plausible but
conflicting inferences on a pivotal issue in the case, the judge may not choose between
those inferences at the summary judgment stage.”
Coyne v. Taber Partners I, 53 F.3d
454, 460 (1st Cir. 1995). 	Furthermore, “[s]ummary judgment is not appropriate
merely because the facts offered by the moving party seem more plausible, or because
the opponent is unlikely to prevail at trial. . . . If the evidence presented ‘is subject to
conflicting interpretations, or reasonable [people] might differ as to its significance,
summary judgment is improper.’”
	Gannon v. Narragansett Elec. Co., 777 F. Supp.
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167, 169 (D.R.I. 1991 (citing and partially quoting 10A Charles A. Wright, Arthur R.
Miller & Mary K. Kane,
Federal Practice & Procedure, § 2725, at 104 (1983)).
The moving party bears the initial burden of showing that summary judgment
is proper. Fed. R. Civ. P. 56(a). However, “[w]hen the party who bears the burden of
proof at trial is faced with a properly constituted summary judgment motion,
defeating the motion depends on her ability to show that [a] dispute exists.”
Geshke
v. Crocs, Inc., 740 F.3d 74, 77 (1st Cir. 2014). 	The burden thus shifts to the non-
moving party to “point to ‘competent evidence’ and ‘specific facts’ to stave off summary
judgment.”
	Tropigas de Puerto Rico, Inc. v. Certain Underwriters at Lloyd's of
London, 637 F.3d 53, 56 (1st Cir. 2011) (quoting
McCarthy v. N.W. Airlines, Inc., 56
F.3d 313, 315 (1st Cir. 1995)). A non-moving party’s failure to respond in more than
a cursory way to a dispositive issue raised by a moving party at summary judgment
results in waiver of the non-moving party’s argument as to that issue.
See Montany
v. U. New Eng., 858 F.3d 34, 41 (1st Cir. 2017);
Velez-Velez v. Puerto Rico Hwy. and
Transp. Auth., 795 F.3d 230, 238 (1st Cir. 2015).
III. 	DISCUSSION
Georgia’s Complaint asserts seven causes of action. 	(ECF No. 1 ¶¶ 107–49.)
Count I is a claim under the Racketeer Influenced and Corrupt Organizations
(“RICO”) and Mail Fraud and Other Fraud Offenses Acts, 18 U.S.C. §§ 1961, 1962
(1970); 18 U.S.C. §§ 1343, 1344 (1952), accusing Defendants of committing wire and
bank fraud by engaging in a joint enterprise of illegal activity to defraud Georgia out
of her rightful inheritance.
Id. ¶¶ 107–15 (citing 18 U.S.C. §1962(c)). Georgia’s other
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claims involve state law causes of action for breach of fiduciary duty (Counts II and
III), breach of contract (Count IV), negligent omission or misrepresentation (Count
V), fraud by omission (Count VI), and civil conspiracy (Count VII).
Id. ¶¶ 116–49.
Defendants’ Motions for Summary Judgment collectively challenge all Counts,
contending that all of Georgia’s claims fail as a matter of law. 	(ECF Nos. 168; 172;
176.) The Court begins by addressing those claims that pertain to all Defendants and
leaves for last Count III, which pertains only to Doucette in his capacity as the
Estate’s executor.
A. 	Count I: RICO
The RICO Act was designed by Congress to “supplement old remedies and
develop new methods for fighting crime.”
	Sedima, S.P.R.L. v. Imrex Co., Inc., 473
U.S. 479, 498 (1985). The statute also, however, provides civil remedies for persons
who are injured by a prohibited act.
	George Lussier Enterprises, Inc. v. Subaru of
New Eng., Inc., 393 F.3d 36, 50 (1st Cir. 2004). 	To succeed on a civil RICO claim
under 18 U.S.C. §1962(c), an injured plaintiff must prove four elements: (1) conduct;
(2) of an enterprise; (3) through a pattern; (4) of racketeering activity.
	Efron v.
Embassy Suites (Puerto Rico), Inc., 223 F.3d 12, 14–15 (1st Cir. 2000).
Whether a plaintiff has been injured in a way that gives standing to assert a
civil RICO claim is a threshold inquiry.
	Holmes v. Sec. Inv’r Protec. Corp., 503 U.S.
258, 268 (1992). A RICO plaintiff’s injury must have not only been factually caused
by the defendant’s actions, but also proximately caused as well.
Id. This means that
the defendant’s alleged violation must have “led
directly to the plaintiff’s injuries.”
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Anza v. Ideal Steel Supply Corp., 547 U.S. 451, 461 (2006) (emphasis added). 	This
direct-relationship requirement is not satisfied whenever the plaintiff’s theory of
causation requires moving “well beyond the first step.”
Med. Marijuana, Inc. v. Horn,
604 U.S. 593, 612 (2025) (quoting
Hemi Group, LLC v. City of New York, N.Y., 559
U.S. 1, 10 (2010)). 	That a defendant’s conduct may have foreseeably resulted in a
plaintiff’s injury is not enough.
Id.
Georgia contends two injuries give rise to her RICO claim: (1) attorneys’ fees
she has incurred in probate court as a result of Defendants’ alleged unlawful
scheming; and (2) damages to her vested interest in the Estate’s residuary. (ECF No.
195 at 61–64.) Georgia presents no defense, however, to Defendants’ argument that
the second injury is clearly a derivative injury because she is one step removed from
an injury to the Estate’s residuary—in other words, it is the
Estate which has been
allegedly directly injured, not Georgia.
	See ECF Nos. 177 at 20; 195 at 64.6 	While
the First Circuit does not appear to have ruled on this issue, the Court agrees with
other courts that have found injuries to expectancy interests in estates to be too
indirect to support RICO claims in similar circumstances.
	See, e.g.,
Sheshtawy v.
Gray, 697 F. App’x 380, 382 (5th Cir. 2017);
Schrager v. Aldana, 542 F. App’x 101,
104 (3d Cir. 2013);
Firestone v. Galbreath, 976 F.2d 279, 285 (6th Cir. 1992).
Thus, to have standing for her RICO claim, the attorneys’ fees incurred by
Georgia in collateral litigation must be a sufficiently direct injury. 	Courts are split
6 Where Defendants raise essentially the same arguments, the Court cites to
Doucette’s briefing as generally comprehensive.
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on whether attorneys’ fees may give rise to civil RICO standing.
	See Lemelson v.
Wang Laboratories, Inc., 874 F. Supp. 430, 433 n.7 (D. Mass. 1994) (collecting cases).
Georgia asks the Court to follow the Second Circuit and two First Circuit district
courts in finding that legal expenses incurred in collateral litigation my give rise to
civil RICO standing if they are proximately caused by racketeering activity. 	(ECF
No. 195 at 62–63) (citing
D’Addario v. D’Addario, 901 F.3d 80 (2d Cir. 2018),
cert.
denied, 139 S. Ct. 1331 (2019);
Lawson v. FMR LLC, 554 F. Supp. 3d 186, 197 (D.
Mass. 2021);
Miller Hydro Grp. v. Popovitch, 851 F. Supp. 7, 14 n.6 (D. Me. 1994)).
Defendants, conversely, contend that doing so would conflict with the Supreme
Court’s admonition in
Horn, 604 U.S. at 612, that a RICO plaintiff’s theory of
proximate causation must not go beyond the “first step” of the injuries from the
alleged RICO scheme. (ECF No. 177 at 23.) Defendants also argue that, even should
the Court consider legal fees as possible RICO injuries, the Court should only consider
as 	direct 	injuries 	fees 	that 	were 	incurred as 	an 	“intended 	consequence” 	of 	a
defendant’s alleged illegal activities—such as where a defendant pursued vexatious
litigation against a RICO plaintiff.
Id. at 23–24.
While the First Circuit does not appear to have definitively ruled on this issue
either, it seems likely that, if a defendant engages in an illegal enterprise whose aim
is to force a plaintiff to expend legal fees through vexatious litigation—i.e., where the
litigation itself is an instrument of illegal racketeering—those fees will constitute a
direct injury that could give rise to civil RICO standing.
See Lemelson, 874 F. Supp.
at 433;
accord Eagle Inv. Sys. Corp. v. Tamm, 146 F. Supp. 2d 105, 110 (D. Mass.
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2001) (“Litigation costs alone, therefore, can constitute RICO injury, but only when
they are the intended consequence of the defendant’s racketeering activities”). 	But
here, the collateral litigation was initiated by Georgia, not Defendants. Georgia does
not appear to argue that Defendants directly
intended, as an aim of their alleged
illegal racketeering, to force her to incur legal fees, nor does she point to any specific
facts that could give rise to a reasonable jury’s inference of such an intent.
See ECF
No. 195 at 61–64.
Georgia’s collateral legal fees are thus, like the alleged harm to her interest in
the Estate’s residuary, indirect injuries that are insufficient to support her standing
to bring a civil RICO claim. Count I must therefore be dismissed.
B. 	Count II: Breach of Fiduciary Duty (HINYC)
Count II alleges that Defendants breached the fiduciary duties they owed as
managers of HINYC. (ECF No. 1 ¶¶ 116–19.) The parties agree that New York law
applies to this claim.
	See ECF Nos. 177 at 43–44; 195 at 66 n.9. 	Under New York
law, the elements for a breach of fiduciary duty claim are: “(i) the existence of a
fiduciary duty; (ii) a knowing breach of that duty; and (iii) damages resulting
therefrom.”
Johnson v. Nextel Commun., Inc., 660 F.3d 131, 138 (2d Cir. 2011) (citing
Barrett v. Freifeld, 883 N.Y.S.2d 305, 308 (N.Y. App. Div. 2d Dept. 2009).
Defendants invoke several defenses to Georgia’s claim that they breached their
fiduciary duties with respect to their management of HINYC. One carries particular
weight here: the business judgment rule.
	See ECF No. 177 at 46–49. 	“New York’s
business judgment rule creates a presumption that a corporation’s directors act in
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good faith and in the best interests of the corporation.”
Patrick v. Allen, 355 F. Supp.
2d 704, 710 (S.D.N.Y. 2005) (citing
Auerbach v. Bennett, 47 N.Y.2d 619, 629, 419
N.Y.S.2d 	920, 	393 	N.E.2d 	994 	(1979). 	Although 	the 	business 	judgment 	rule
“originated in suits against corporate directors, it also protects the managers of
LLCs.”
	Wen v. New York City Regl. Ctr., LLC, 695 F. Supp. 3d 517, 546 (S.D.N.Y.
2023),
aff’d, No. 23-7506, 2024 WL 4180521 (2d Cir. Sept. 13, 2024). The rule protects
managers from judicial scrutiny of their good faith decisions.
Id.
To invoke the business judgment rule, a manager must show: “(1) a business
decision, (2) disinterestedness, (3) due care, (4) good faith, and (5) according to some
courts and commentators, no abuse of discretion or waste of corporate assets.”
In re
Sci., Lang., and Arts Intl. Sch., 660 B.R. 21, 50 (Bankr. E.D.N.Y. 2024). 	Here,
Defendants advance specific facts supporting each element of the rule: the OceanFirst
loan was a business decision, they purportedly acted in the interests of HINYC, they
undertook at least some amount of due diligence in securing the refinancing, and they
claim to have acted in good faith in doing so. (ECF No. 177 at 47–48.)As a result, the
burden shifts to Georgia to present sufficient, specific evidence to demonstrate that
an issue of material fact precludes application of the business judgment rule to her
claims under Count II.
Georgia 	makes 	no 	argument 	to 	Defendants’ 	invocation 	of 	the 	business
judgment rule, instead focusing her entire defense of her claims under Count II to an
unrelated argument. 	(ECF No. 195 at 65–68.) 	She has therefore failed to point to
“competent evidence” and “specific facts” to stave off summary judgment on Count II,
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and dismissal of those claims is appropriate.7
See Tropigas de Puerto Rico, Inc., 637
F.3d at 56.
C. 	Count IV: Breach of Contract
Count IV of Georgia’s Complaint alleges that Defendants breached HINYC’s
Operating agreement by violating two of its provisions.8 	(ECF No. 1 ¶¶ 126–32.)
According to Georgia, Defendants violated the procedural requirements of Section 4.3
because they mortgaged HINYC’s assets without providing adequate notice or
allowing her to vote on the decision.
	Id. ¶ 128. 	She also alleges that Defendants
violated Section 9.10 by amending the Operating Agreement in a way that (1)
increases her liability; (2) decreases her interest in net profits and net losses; and (3)
changes Section 9.10 in a manner adverse to her without her express written consent.
Id. ¶ 129–30. 	Defendants argue that they did not violate either of these provisions
because they were not required to provide any notice and because they did not amend
the Operating Agreement in a way that would require members’ written consent.
(ECF No. 177 at 37–41.) 	Defendants also contend that Georgia has failed to show
7 Georgia also makes no argument to Defendants’ contention that her fiduciary
breach claims under Count II are duplicative of her breach of contract claims under
Count IV and are thus precluded by New York law.
See Ellington Credit Fund, Ltd.
v. Select Portfolio Servicing, Inc., 837 F. Supp. 2d 162, 193 (S.D.N.Y. 2011) (“Under
New York law, ‘a cause of action for breach of fiduciary duty that is merely duplicative
of a breach of contract claim cannot stand.’”) (quoting
Grund v. Delaware Charter
Guarantee & Tr. Co., 788 F. Supp. 2d 226, 249–250 (S.D.N.Y.2011)).
8 New York law governs Georgia’s breach of contract claims because Section 9.12 of
the Operating Agreement provides that the contract “shall be governed by and
construed in accordance with the laws of the State of New York without reference to
the principles thereof respecting conflicts of laws.” (ECF No. 171-2 at 22.)
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any damages resulting from their alleged breaches of the Operating Agreement.
	Id.
at 41–42.
Regarding her first allegation, Georgia acknowledges that “Defendants’ voting
interests far outweigh Georgia’s and they could have overruled her ‘no’ vote had they
held a meeting.” 	(ECF No. 195 at 87.) 	But she argues that, because Section 4.8(a)
provides that managing members must obtain “the written consent or affirmative
vote of holders of a majority of the Percentage Interests” before mortgaging HINYC’s
assets, that provision
permits a vote by all the members even when the majority
interest-holders are authorized to take the action without such a vote.
Id. According
to Georgia, that triggers Section 4.8(b) and Section 4.8(c), which contain procedural
requirements anytime members “are required
or permitted to take any action by vote
at a meeting.” (ECF No. 172-2 at 14–15) (emphasis added). In other words, Georgia
argues that even though Defendants were authorized to arrange the OceanFirst loan
without any other member’s approval, because they
could have sought that approval,
they were required to satisfy Section 4.8’s procedural notice requirements. (ECF No.
195 at 88.)
Georgia’s reading of Section 4.8 is facially plausible. 	However, even if she is
correct that Defendants were required to provide her with notice of their decision to
arrange the OceanFirst loan, she identifies no specific facts suggesting that any lack
of notice resulted in damages that could support a breach of contract claim, instead
only claiming that, had she received notice, “she would have taken actions to stop or
change their intended plans or otherwise protected her interests.” 	(ECF No. 195 at
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87.) This speculation is unsupported by any factual evidence and is undermined by
her own admission that she had no power under the Operating Agreement to stop the
OceanFirst loan. 	Georgia’s other suggested damages under Count IV all pertain to
Defendants’ alleged breach of Section 9.10.
	Id. at 90–91. 	Her breach of contract
claims regarding Defendants’ purported failure to comply with Section 4.8’s notice
requirements must therefore necessarily fail.
As for Georgia’s second breach of contract allegation, her sole contention in
response to Defendants’ Motions for Summary Judgment is that Defendants violated
Section 9.10 of the Operating Agreement by amending Section 9.10 to require
OceanFirst’s approval for future amendments.
	Id. at 89. According to Georgia, this
constituted an amendment “in a manner adverse to the Members” that required
consent “of all members.”
	Id. 	But Georgia’s argument relies on the Court reading
Section 9.10’s restriction on amendments to “this Section 9.3” as a typographical
error, and that Section 9.10 should be properly read as prohibiting amendment to
itself—i.e., it should prohibit amendment to “
this section” or “this Section 9.10.”
	Id.
at 89 n.12.
The Court agrees that, as written, Section 9.10’s prohibition on amendment to
Section 9.3 rather than Section 9.10 itself is peculiar, albeit not wholly unreasonable.9
It would have made more business sense for Section 9.10 to limit amendment to itself.
But the Court cannot disregard Section 9.10’s plain text based on what it or the
parties believe may have been intended.
See W.W.W. Assoc., Inc. v. Giancontieri, 566
9 Section 9.3 concerns the right of members to seek dissolution of HINYC.
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N.E.2d 639, 642 (N.Y. 1990). As it stands, either the word “this” or the reference to
“9.3” could be typographical errors, and as Georgia supplies no other evidence in
support of her preferred reading, the Court is bound to read Section 9.10 as restricting
amendment to Section 9.3, not Section 9.10.
Therefore, under Section 9.10, Defendants were not required to obtain written
consent of all members before amending the Operating Agreement to require
OceanFirst’s approval for future amendments. 	Georgia’s breach of contract claims
under Count IV must therefore necessarily fail.
D. 	Count V: Negligent Omission or Misrepresentation
Count V of Georgia’s Complaint alleges that Defendants negligently failed to
disclose the OceanFirst loan to her. 	(ECF No. 1 ¶¶ 133–40.) 	Under Rhode Island
law, “[n]egligent misrepresentation is a tort of deceit not of mere negligence.”
Ryder
v. Pearson Educ., Inc., 486 F. Supp. 3d 489, 506 (D.R.I. 2020) (citation omitted).10 To
prevail on a negligent misrepresentation claim, a plaintiff must prove the following:
(1) a misrepresentation of a material fact; (2) the representor must
either know of the misrepresentation, must make the misrepresentation
without 	knowledge 	as 	to 	its 	truth 	or 	falsity 	or 	must 	make 	the
representation under circumstances in which he or she ought to have
known of its falsity; (3) the representor must intend the representation
to induce another to act on it; and (4) injury must result to the party
acting in justifiable reliance on the misrepresentation.
10 The parties appear to agree that Rhode Island law applies to Georgia’s negligent
omission, fraud by omission, and civil conspiracy claims under Counts V, VI, and VII,
presumably because these are tort claims not governed by the Operating Agreement’s
choice of law provision.
	See, e.g., ECF Nos. 177 at 58–62; 195 at 92–96. The Court
concurs that, under Rhode Island’s choice of law rules, Rhode Island law governs
these claims.
See Crellin Techs., Inc. v. Equipmentlease Corp., 18 F.3d 1, 12 (1st Cir.
1994) (reviewing factors considered by Rhode Island courts when determining choice
of law in tort cases).
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Williams v. Johnson & Johnson, 581 F. Supp. 3d 363, 373 (D.R.I. 2022) (
quoting Cruz
v. DaimlerChrysler Motors Corp., 66 A.3d 446, 453 (R.I. 2013)). “Damages for a claim
of 	negligent 	misrepresentation 	are 	limited 	to 	pecuniary 	losses 	suffered.”
Lifespan/Physicians Prof’l Svcs. Org., Inc. v. Combined Ins. Co. Am., 345 F. Supp. 2d
214, 226 (D.R.I. 2004).
Defendants 	cite 	specific 	facts 	suggesting 	that 	they 	“routinely 	provided
information to Georgia” and argue that she has failed to show justifiable reliance
upon any misrepresentations. (ECF No. 177 at 59–60.) Defendants also contend that,
because Georgia has disclosed no expert opinion quantifying any damages regarding
her misrepresentation claims, those claims must necessarily fail.
	Id. at 60–61. The
burden thus shifts to Georgia to counter Defendants’ arguments by pointing to
specific evidence that would raise an issue of material fact to preclude summary
judgment.
In her response to Defendants’ Motions, Georgia focuses almost entirely on
establishing that Defendants owed her a duty to disclose the OceanFirst loan and the
amendment to the HINYC Operating Agreement, but she does not argue that she
justifiably relied on any misrepresentation or omission by Defendants.
See ECF No.
195 at 92–94. 	And while Georgia claims that she suffered an effective $310,000
pecuniary loss as a result of the Estate’s assets being obligated to fund HINYC, this
appears to be unsupported by any expert testimony or other evidence that would
withstand summary judgment.
	See id. 	As such, summary judgment for Georgia’s
claims under Count V is warranted.
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E. 	Count VI: Fraud by Omission
Count VI of Georgia’s Complaint is largely analogous to Count V, in that
Georgia alleges that Defendants’ conduct with respect to the OceanFirst loan
amounted to fraud by omission. (ECF No. 1 ¶¶ 141–46.) Claims for intentional and
negligent misrepresentation “bear a strong family resemblance to each other.”
Bisbano v. Strine Printing Co., 737 F.3d 104, 111 (1st Cir. 2013). 	“To recover for
intentional misrepresentation—also known in Rhode Island as the tort of deceit—
plaintiff must prove that the defendant knowingly made a false statement, intending
to deceive, and induced the plaintiff to rely on it to his detriment.”
Id. at 112.
Defendants argue that Georgia’s fraud by omission claims must necessarily
fail for the same reasons as her negligent misrepresentation claims under Count V.
(ECF No. 177 at 61–62.) 	Georgia offers no substantive argument beyond what she
put forward in defense of her claims under Count V, and she cites no additional
evidence suggesting that Defendants knowingly withheld information from her in a
way that amounts to intentional misrepresentation. 	Given that Georgia’s claims
under Count VI bear a higher standard than those under Count V, and as the Court
has determined that he claims under Count V must fail, her claims under Count VI
must likewise fail.
F. 	Count VII: Civil Conspiracy
Count VII of Georgia’s Complaint alleges that Defendants conspired to benefit
themselves at the expense of the Jamestown beneficiaries. 	(ECF No. 1 ¶¶ 147–49.)
Under Rhode Island law, to prove a civil conspiracy a plaintiff must show evidence of
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“an unlawful enterprise.”
Read & Lundy, Inc. v. Washington Tr. Co. of Westerly, 840
A.2d 1099, 1102 (R.I. 2004). 	However, “civil conspiracy is not an independent basis
of liability.”
	Id. 	Instead, “[i]t is a means for establishing joint liability for other
tortious conduct; therefore, it ‘requires a valid underlying intentional tort theory.’”
Id. (quoting
Guilbeault v. R.J. Reynolds Tobacco Co., 84 F. Supp. 2d 263, 268 (D.R.I.
2000));
see also Bogosian v. Woloohojian, 167 F. Supp. 2d 491, 503 (D.R.I. 2001)
(finding a civil conspiracy claim to fail where the underlying fiduciary duty claim was
found deficient).
To prevail on her civil conspiracy claim, one of the intentional torts alleged by
Georgia to have been committed by Defendants collectively—i.e., her claims under
Counts II, V, or VI—must also survive summary judgment. 	As the Court has
determined that summary judgment for Counts II, V, and VI is warranted, her civil
conspiracy claim must necessarily fail as well.11
G. 	Count III: Breach of Fiduciary Duty (the Estate)
Count III of Georgia’s Complaint is asserted against Doucette alone, and
alleges that he, as the Estate’s executor, breached the fiduciary duty he owed to
Georgia as a beneficiary. 	(ECF No. 1 ¶¶ 120–25.) 	Doucette argues that Count III
11 Georgia also attempts to support her claims under Count VII by suggesting that
Thomas and Taft additionally conspired to breach their fiduciary duties and commit
fraud by omission as managing members of another business, Synergetic Real Estate
Group, LLC, of which Georgia is a minority member. (ECF No. 195 at 96–102.) But
her Complaint expressly provides that her breach of fiduciary duty and fraud by
omission claims are made against Defendants with respect to their management of
HINYC. 	(ECF No. 1 ¶¶ 116–119.) 	She cannot use her opposition to Defendants’
Motions for Summary Judgment to bootstrap an underlying predicate tort not
elsewhere pled or argued.
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must fail because he acted in the best interests of the beneficiaries as a whole, did
not treat Georgia disparately from other beneficiaries, timely gave her information
upon her request, and acted at all times within his discretion as executor. (ECF No.
177 at 50–58.) 	Doucette also contends that Georgia has produced no evidence of
actual damages and is indeed unable to do so because the Estate has not yet been
distributed, rendering any calculated potential reduction to her interest in the
Estate’s residuary inherently speculative.
Id. at 57–58.
In opposition to Doucette’s Motion, Georgia identifies ten purported fiduciary
breaches 	committed 	by 	Doucette 	during 	his 	role 	as 	executor: 	(1) 	giving 	false
interrogatory answers during collateral litigation involving the Estate; (2) using
Estate funds to pay legal fees in litigation not directly involving the Estate as a party;
(3) disregarding legal advice to seek judicial approval of the OceanFirst loan; (4)
transferring funds from the Estate’s residuary to the Park South Hotel despite
knowing that the Hotel would be unable to repay that money to the Estate; (5) failing
to collect a $620,000 loan owed to the Estate by a business owned by Doucette,
Elizabeth, and Thomas; (6) refusing to disclose Estate information to Georgia upon
request; (7) attempting to coerce Georgia into signing a settlement agreement as part
of litigation to which she was not a party; (8) asserting disinheritance claims against
her and other Jamestown Beneficiaries; (9) making selective distributions of Estate
assets to the advantage of the Favored Beneficiaries; and (10) financing Estate taxes
through a loan in a way that effectively advantaged certain beneficiaries at the
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expense of Georgia. (ECF No. 195 at 72–85.)12 Georgia alleges that each of these acts
caused her damages, either by forcing her to incur legal costs or by diminishing the
overall value of her interest in the Estate.
Id.
To buttress her claims under Count III, Georgia moves for the Court to take
judicial notice of the Newport Superior Court’s December 2, 2025, decision in
Glassie
v. Doucette, NP-2022-0037, as contained within a 232-page bench ruling transcript.
(ECF No. 198.) 	That decision,
inter alia, determined that Doucette, in his capacity
as the Estate’s executor, breached his fiduciary duties with respect to Georgia.
	See
ECF No. 198-1. The decision ordered Doucette removed as Executor “effective now.”
Id. at 234. 	Georgia requests that the Court order supplemental briefing as to the
“preclusive effect” of the decision. (ECF No. 198 at 9.) Defendants oppose Georgia’s
Motion, arguing that the Court cannot take notice of any of the decision’s factual
findings, which remain contested, and that, with respect to Taft and Thomas, the
decision is irrelevant because they were not parties to that case. (ECF Nos. 204; 205;
206.)
Defendants do not, however, dispute that the Court may take judicial notice of
the decision itself. Indeed, “[a] decision of a sister court is a proper matter of judicial
12 Georgia also identifies several other purported fiduciary breaches committed by
Doucette.
	See ECF No. 195 at 70–85. 	But these allegations are found nowhere in
Georgia’s Complaint; instead, years after this litigation commenced, she attempted
to add them to a First Amended Complaint. (ECF No. 89.) By an order on December
16, 2024, The Court rejected Georgia’s request for leave to file the First Amended
Complaint, finding that she knew the facts and claims she sought to add well before
the deadline to amend her Complaint expired. 	Once again, Georgia cannot now
bootstrap those allegations into her opposition to Doucette’s Motion for Summary
Judgment.
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notice,”
Berrios-Romero v. Estado Libre Asociado de Puerto Rico, 641 F.3d 24, 27 (1st
Cir. 2011);
see also Lamar v. Micou, 114 U.S. 218, 223 (1885) (“The law of any state
of the Union, whether depending upon statutes or upon judicial opinions, is a matter
of which the courts of the United States are bound to take judicial notice, without
plea or proof.”). 	While Defendants are correct that the Court may not take judicial
notice of the Newport Superior Court’s factual findings,
see Berrios-Romero, 641 F.3d
at 27, what this means is that the Court cannot accept those factual findings for their
truth.
	See Lopes v. Riendeau, 177 F. Supp. 3d 634, 666–67 (D. Mass. 2016). 	The
Court
may, however, take judicial notice of the fact that the Superior Court decided
that Doucette had breached his fiduciary duties and ordered him removed as
executor. 	Given 	the 	First 	Circuit’s 	admonition that this Court 	“consider the
potentially preclusive effect of any decisions of the probate court on the federal
lawsuit,” that it “coordinate with state courts to administer closely related cases so
as to minimize duplicative discovery or proceedings,” and that it “pay close attention
to the state court's construction of state law,”
Glassie v. Doucette, 55 F.4th 58, 70 (1st
Cir. 2022), the Court finds judicial notice of the Superior Court’s decision proper.
Taking into account the Superior Court’s decision (without accepting as true
its factual findings), and having found that dismissal of all Georgia’s other claims to
be warranted, the Court is faced with a situation that, under normal circumstances,
could implicate the doctrine established in
Colorado River Water Conservation
District v. United States, 424 U.S. 800 (1976), which provides that a federal court
may abstain in exceptional circumstances involving parallel state-court litigation.
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See Jimenez v. Rodriguez-Pagan, 597 F.3d 18, 27–28 (1st Cir. 2010). The First Circuit
previously found
Colorado River abstention inapplicable here because this case failed
to meet the threshold requirement that resolution of the state court case would mean
“that the federal court will have nothing further to do in resolving any substantive
part 	of 	the 	case.”
	Glassie, 	55 	F.4th 	at 	64 	(quoting
	Moses 	H. 	Cone 	Mem’l
Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 28 (1983)). 	But the First Circuit based
that decision on its determination that there was “substantial doubt” that the state
court case would resolve Georgia’s federal claims, most notably her RICO claim.
See
id.
Now, however, Georgia’s only remaining claim appears to be precisely the one
that the Newport Superior Court decided: her breach of fiduciary duty claim against
Doucette in his capacity as executor. As final judgment on that claim would resolve
Georgia’s 	only 	remaining 	claim 	here, 	the
	Colorado 	River 	doctrine’s 	threshold
requirement is satisfied. 	And at least one of the factors supporting
Colorado River
abstention—“the desirability of avoiding piecemeal litigation,”
Jimenez, 597 F.3d at
28—is implicated here, where a decision in Georgia’s state court case was issued but
final judgment may not yet have entered.
As such, given the First Circuit’s prior admonitions to the Court, and in the
interests of judicial comity with respect to the Newport Superior Court, the Court will
defer ruling on Doucette’s Motion for Summary Judgment with respect to Count III.
Instead, the Court will order the remaining parties—Doucette and Georgia—to
provide supplemental briefing on Count III, including on (1) whether the Court
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should dismiss Count III under the
Colorado River doctrine; (2) the preclusive effect,
if any, of the Newport Superior Court’s decision; and (3) whether summary judgment
is otherwise appropriate with respect to Count III.
IV. 	CONCLUSION
In summary, for these reasons, the Court GRANTS the Motions for Summary
Judgment of Defendants John Taft (ECF No. 168) and Thomas Glassie (ECF No. 172).
Defendant 	Paul 	Doucette’s 	Motion 	for 	Summary 	Judgment 	(ECF 	No. 	176) 	is
GRANTED with respect to Counts I, II, IV, V, VI, and VII of the Complaint but
DEFERRED with respect to Count III. 	Georgia’s Request for Judicial Notice and
Supplemental Briefing (ECF No. 198) is GRANTED. 	The remaining parties are
ordered to provide supplemental briefing within 45 days of this Order, specifically
regarding (1) whether the Court should dismiss Count III under the
Colorado River
doctrine; (2) the preclusive effect, if any, of the Newport Superior Court’s decision;
and (3) whether summary judgment is otherwise appropriate with respect to Count
III.
IT IS SO ORDERED.
_________________________________
Mary S. McElroy
United States District Judge
March 27, 2026
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