Attorney Email Assent Does Not Satisfy Rhode Island’s Real-Estate Statute of Frauds Absent the Seller’s Signature

1. Introduction

In 1100 North Main LLC v. Shoreby Hill Properties, Inc. (R.I. Jan. 15, 2026), the Rhode Island Supreme Court affirmed dismissal of a complaint seeking declaratory, equitable, and monetary relief arising out of an unconsummated transaction for the sale of commercial real estate at 301 Harris Avenue in Providence (the “Harris Avenue property”). The plaintiff, 1100 North Main LLC, attempted to enforce (and record lis pendens based on) an alleged contract between the seller, Shoreby Hill Properties, Inc., and a third party, Providence Firefighters Realty Corp. (“the Firefighters”), whose purchase was purportedly connected to the plaintiff’s separate transaction with the Firefighters involving property on Printery Street.

The central issue was contract enforceability under Rhode Island’s statute of frauds, G.L. 1956 § 9-1-4: specifically, whether a seller can be bound to convey land where the buyer signed a purchase and sales agreement but the seller did not, and where communications (including an email “accepting” terms and indicating the agreement would be sent for signatures) were exchanged through attorneys/brokers. A secondary procedural issue was whether the Superior Court abused its discretion in denying leave to amend as futile.

2. Summary of the Opinion

The Court held the complaint failed as a matter of law because the alleged agreement for the sale of land did not satisfy the statute of frauds: the “party to be charged” (the seller) did not sign the purchase and sales agreement, and the surrounding email communications did not cure that defect.
The Court rejected the plaintiff’s argument that it was error for the motion justice to decline to accept as true “legal conclusions” (such as “a contract exists”) on a Rule 12(b)(6) motion; whether a contract exists is a question of law.
Because the underlying action could not be maintained, the Court affirmed quashing the lis pendens recorded against the Harris Avenue property.
The Court affirmed denial of leave to amend because amendment would be futile: even if additional allegations addressed standing, they did not overcome the statute-of-frauds bar.
The Court “assume[d] without deciding” that the plaintiff could establish standing via an assignment from the Firefighters—underscoring that the dispositive defect was statutory noncompliance, not merely party status.

3. Analysis

3.1 Precedents Cited

The Court’s reasoning is built on three lines of authority: (i) pleading standards on a motion to dismiss; (ii) contract-existence determinations as questions of law; and (iii) strict statute-of-frauds compliance in real-estate transactions—especially the signature requirement.

A. Pleading and Rule 12(b)(6) Review

Twenty Eleven, LLC v. Botelho — Used to confirm that, on a motion to dismiss, the Court draws the facts from “within the four corners” of the complaint. This constrained the record to the plaintiff’s own allegations, which expressly included that the defendant “refused” to sign.
EDC Investment, LLC v. UTGR, Inc. (quoting Chariho Regional School District, by and through Chariho Regional School Committee v. State) — Provided the operative Rule 12(b)(6) standard: accept factual allegations as true, resolve doubts in plaintiff’s favor, and affirm dismissal when it is clear beyond a reasonable doubt the plaintiff cannot recover under any provable set of facts.
Pontarelli v. Rhode Island Department of Elementary and Secondary Education — Reinforced the rule that doubts are resolved in plaintiff’s favor at the pleading stage.
DiLibero v. Mortgage Electronic Registration Systems, Inc. — Supplied the critical limitation: courts do not assume the truth of allegations that are “more in the nature of legal conclusions.” That limitation mattered because the plaintiff’s theory depended on treating “a contract exists” as a fact rather than a legal determination constrained by § 9-1-4.

B. Contract Existence as a Question of Law

North Farm Home Owners Association, Inc. v. Bristol County Water Authority (quoting Coccoli v. Town of Scituate Town Council) — Cited for the proposition that whether a contract exists is a question of law. This undercut the plaintiff’s argument that the trial justice “refused” to accept as true contract-formation conclusions.

C. The Statute of Frauds: Memoranda, Essential Terms, and Signatures

Loffredo v. Shapiro (quoting UXB Sand & Gravel, Inc. v. Rosenfeld Concrete Corp.) — The controlling modern analogue. The Court reiterated two key points: (1) land-sale contracts need not be entirely in writing if evidenced by a sufficient memorandum; but (2) strict compliance is required with the “in writing” and “signed by the party to be charged” requirement of § 9-1-4(7). Like Loffredo, this case involved communications suggesting the seller would sign later—insufficient to bind an unsigned seller.
MacKnight v. Pansey — Provided the classic statement of essential memorandum terms (identity of seller/buyer, intent to sell/purchase, description, price, payment terms) and supported the Court’s emphasis that the crucial missing element was the seller’s signature on the operative instrument.

D. Objective Intent to Be Bound

Smith v. Boyd — Cited for the requirement that objective intent to be bound is a precondition to acceptance. The Court applied this principle to conclude that an attorney’s email stating the agreement would be sent “for [the] clients’ signatures” does not objectively manifest that the seller is already bound.

E. Amendments and Futility

Lomastro v. Iacovelli — Established the deferential abuse-of-discretion standard for reviewing denial of a motion to amend.
Super. R. Civ. P. 15(a) — Recognized the general policy that leave to amend “shall be freely given.”
Gannon v. City of Pawtucket — Confirmed the futility exception: leave need not be granted if amendment cannot cure the legal defect.
Hogan v. McAndrew — Supported affirmance where amendment would not change the dispositive legal analysis.

3.2 Legal Reasoning

A. The Court treated “contract formation” as a legal question constrained by § 9-1-4

The plaintiff framed its appeal as a pleading-error case—arguing the trial justice failed to accept as true complaint allegations that a contract existed. The Supreme Court rejected that framing, emphasizing that courts accept factual allegations, not legal conclusions, and that the existence of a contract is a legal question. This allowed the Court to directly evaluate the complaint’s own factual assertions against statutory requirements.

B. Strict signature requirement: the “party to be charged” must sign the operative memorandum

Applying § 9-1-4(7), the Court identified the dispositive defect: the purchase and sales agreement was signed by the Firefighters (buyer) but not by Shoreby Hill (seller), and the complaint affirmatively alleged the seller “refused” to sign. The Court held this failure is fatal because the statute requires a writing “signed by the party to be charged,” and the seller was the party the plaintiff sought to charge with performance (conveyance of land) and damages.

Importantly, the Court rejected an attempted workaround: pointing to an attorney’s email signature as the signature needed to satisfy the statute of frauds. The Court’s response was methodological—compliance is assessed by examining the note or memorandum “at issue” that embodies the land-sale obligation. Here, that was the purchase and sales agreement, which lacked the defendant’s signature. Thus, the existence of “a signature somewhere in the communications” did not substitute for a signed writing binding the seller to the land-sale terms.

C. Email statements about sending an agreement “for signatures” negate objective intent to be presently bound

Even assuming the defendant’s attorney’s office “accepted” modifications by email, the Court read the communication as signaling that execution was still forthcoming and necessary (“then [counsel] will send for [the] clients’ signatures”). Under Smith v. Boyd, the Court treated this as inconsistent with objective intent to be bound at that moment. The opinion further characterized the exchange as reflecting the “sometimes-ministerial role that attorneys play in facilitating real estate transactions,” not as evidence that counsel had bound the client absent client signature.

D. Consequences: dismissal, lis pendens quashed, and amendment denied as futile

Once the statute-of-frauds defect was found dispositive, the remaining rulings followed:

Lis pendens: Because the underlying claim could not proceed, the lis pendens notices were properly quashed.
Amendment: The plaintiff’s proposed amendment focused on standing (through an assignment). The Supreme Court agreed with the trial justice that, even if standing were cured, the statute-of-frauds failure remained; therefore amendment would be futile under Gannon v. City of Pawtucket.

3.3 Impact

Reinforcement of Loffredo as the governing template for “unsigned seller” disputes: The opinion strongly signals that Rhode Island courts will not enforce land-sale obligations against a nonsigning seller based on negotiation emails indicating acceptance or future signing.
Reduced leverage from preliminary email “acceptances”: Parties who rely on an “accepted offer” email—especially one that contemplates later signatures—face a high risk that no enforceable land-sale contract exists unless the party to be charged signs a sufficient memorandum.
Lis pendens discipline: The decision underscores that lis pendens is not a strategic placeholder when the underlying claim is legally barred at the pleading stage; where statute-of-frauds noncompliance is clear from the complaint, courts may promptly clear title.
Pleading strategy limits: Plaintiffs cannot plead around the statute of frauds with conclusory allegations of assent or contract formation; courts will treat contract existence and statutory compliance as legal gatekeeping issues suitable for early resolution.
Transactional practice cue: Attorneys and brokers should expect that communications implying “we have a deal” will not substitute for signed, statutorily compliant documentation; drafting and execution practices (including clear authority and timely signatures) become outcome-determinative.

4. Complex Concepts Simplified

Statute of Frauds (G.L. 1956 § 9-1-4): A law that blocks lawsuits to enforce certain agreements—including contracts for the sale of land—unless there is a written memorandum signed by the party being sued (the “party to be charged”).
“Party to be charged”: The person or entity against whom enforcement is sought. If you want to force a seller to convey land (or pay damages for not conveying), the seller must have signed the relevant writing (or a properly authorized signer must have done so).
Memorandum / Note sufficient to satisfy the statute: A writing (sometimes multiple linked writings) that captures the essential deal terms and is signed by the party to be charged. Essential terms typically include who is buying/selling, what property, the price, and payment terms.
Objective intent to be bound: Courts look at what a reasonable person would understand from the words and actions used, not undisclosed intentions. If communications show that signatures are still required, that usually signals no present intent to be bound.
Lis pendens: A recorded notice that there is pending litigation affecting title to real estate. It can cloud title, but it must be tied to a viable claim that actually affects property rights.
Futility (in amending pleadings): Even though courts generally allow amendments, they can deny them if the new pleading still could not win as a matter of law—such as where the statute of frauds still bars enforcement.

5. Conclusion

1100 North Main LLC v. Shoreby Hill Properties, Inc. crystallizes a strict, practical rule for Rhode Island real-estate disputes: when the seller is the party to be charged, an unsigned purchase and sales agreement cannot be enforced against the seller, and attorney/broker email communications—particularly those contemplating later execution—will not supply the missing statutory signature or objective intent to be presently bound. The decision strengthens early dismissal pathways for statute-of-frauds defects, limits the tactical use of lis pendens in tenuous contract-formation disputes, and reinforces that careful execution practices are not mere formalities but the foundation of enforceability in land transactions.