Takian v. Rafaelian
Annotate this CaseThe dispute at the center of this case arose from a business relationship that "rapidly turned sour." Plaintiffs Charles and Marguerite Takian and Defendants Ralph and Lucia Rafaelian together purchased property in South Kingstown that included a motel, restaurant and trailer park. The couples formed a business to manage the property and Plaintiffs agreed to run the businesses. In 2002, the relationship between the parties deteriorated when Defendants alleged Plaintiffs were mismanaging the businesses. Defendants decided to sell their interest to Plaintiffs' son Randolph. As part of the sale, Defendants signed a release absolving Plaintiffs from "any and all claims arising out of the ownership of the property and operation of the business." After the sale, Defendants continued to feel "unsettled" about how the business had been operated. They investigated further and alleged to have discovered facts that suggested far more serious misdeeds in management. Plaintiffs filed an action for declaratory relief, in which they sought a ruling that the release that had been executed by Defendants contemporaneous with the sale barred any further claims. Defendants counterclaimed, both on behalf of themselves and derivatively on behalf of the corporation, alleging embezzlement, misrepresentation, misappropriation, and loss of corporate opportunity. A justice of the Superior Court granted summary judgment in favor of Plaintiffs, after he found that the release was both valid and effective against both defendants and the corporation. Defendants appealed. Upon review, the Supreme Court affirmed in part, and reversed in part. The Court found triable issues of fact that were inappropriate for resolution by summary judgment. The case was remanded for further proceedings with respect to those remaining issues.
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