Will a Rhode Island court make the losing side pay our fees under this clause?
On a mandatory contractual clause, yes: the court loses the discretion to refuse, though not the job of deciding who prevailed; with no clause, a breach-of-contract action reaches fees only in the two narrow cases § 9-1-45 names (other chapters carry their own fee provisions for their own claims (mechanics'-lien enforcement under § 34-28-19, trade secrets under § 6-41-4, deceptive trade practices under § 6-13.1-5.2(d)), and each of those is discretionary too). Rhode Island “staunchly adheres to the American rule that requires each litigant to pay its own attorney’s fees absent statutory authority or contractual liability” (Clean Harbors Environmental Services, Inc. v. 96-108 Pine Street LLC). On a clause reading “the prevailing party ∗ ∗ ∗ shall be entitled to recover its reasonable attorney fees and court costs”, Clean Harbors held that “The words ‘shall be’ and ‘entitled to’ mandate an award of attorneys’ fees and costs where a party prevails on a claim (or claims) arising from or relating to the contract”, and that “the trial justice was divested of discretion with respect to determining an entitlement to attorneys’ fees; the trial justice was required to resolve the question of which party was the prevailing party.” Who prevailed was a matter of first impression, and the Court adopted a four-factor test: “(1) contractual language, (2) the number of claims, counterclaims, cross-claims, etc., brought by the parties, (3) the importance of the claims relative to each other and their significance in the context of the lawsuit considered as a whole, and (4) the dollar amounts attached to and awarded in connection with the various claims”, while holding that “there may be compelling circumstances which justify a finding that both, or neither, of the parties may be considered to have prevailed.” The Court adopted those factors in its own voice on the remand: it vacated the findings and remanded “for a determination of the prevailing party by considering: “(1) [the] contractual language[;] (2) the number of claims, counterclaims, cross-claims, etc., brought by the parties[;] (3) the importance of the claims relative to each other and their significance in the context of the lawsuit considered as a whole[;] and (4) the dollar amounts attached to and awarded in connection with the various claims”. Without a clause, the statute is not a prevailing-party statute: § 9-1-45 lets the court “award a reasonable attorney’s fee to the prevailing party in any civil action arising from a breach of contract” only where it “Finds that there was a complete absence of a justiciable issue of either law or fact raised by the losing party” or “Renders a default judgment against the losing party.” Review is split: “the issue of whether there exists a basis for awarding attorneys’ fees generally is legal in nature, and therefore our review of such a ruling is de novo”, and “If it is determined that there is an adequate legal basis for such an award, then we review a trial justice’s decision awarding or denying attorneys’ fees for an abuse of discretion” (Cashman Equipment Corporation, Inc. v. Cardi Corporation, Inc.).
The trap
Two Rhode Island-specific failure modes, and they pull in opposite directions. (1) A mandatory clause does not guarantee an award. Clean Harbors vacated a “no prevailing party” finding, but only for want of “a more comprehensive, fact-intensive, and case-specific analysis”, and it kept the escape hatch open for “compelling circumstances” in which both or neither party prevailed; the trial justice keeps discretion over the prevailing-party question, which is reviewed only for abuse of discretion. What the clause buys is the analysis, not the cheque. (2) The scope words carry real weight. Section 10 in Clean Harbors reached actions “arising from or relating to” the contract, and on those words the Court vacated the judgment and held an unjust-enrichment claim inside the clause, “while we agree with the trial justice that Vinagro’s unjust-enrichment claim does not arise from the contract, it nevertheless is inextricably related to the contract”, so a clause that says only “arising from this Agreement” gives up the quasi-contract counts on that reasoning. And do not treat § 9-1-45 as a fallback: “complete absence of a justiciable issue” is a standard the Supreme Court itself has not fixed. In Cashman it wrote that it “has not clearly articulated the standard for finding whether a justiciable issue of fact exists when considering an award of attorneys’ fees under § 9-1-45”, holding only that a denial of summary judgment is not a categorical bar, and the Court split: Justice Robinson, “concurring in part and dissenting in part”, concurred in the judgment-as-a-matter-of-law part and “respectfully but unreservedly dissent[ed] from Part III.B of that opinion (entitled “Attorneys’ Fees”)”. The Court nonetheless affirmed the amended judgment, fee award included.
19 authorities
- statuteR.I. Gen. Laws § 9-1-45enactment date not established
The words that state the rule
The court may award a reasonable attorney’s fee to the prevailing party in any civil action arising from a breach of contract in which the court: (1) Finds that there was a complete absence of a justiciable issue of either law or fact raised by the losing party; or (2) Renders a default judgment against the losing party.
- statuteR.I. Gen. Laws § 34-28-19enactment date not established
The words that state the rule
The costs of the proceedings shall in every instance be within the discretion of the court as between any of the parties. Costs shall include legal interest, costs of advertising, and all other reasonable expenses of proceeding with the enforcement of the action. The court, in its discretion, may also allow for the award of attorneys’ fees to the prevailing party.
- statuteR.I. Gen. Laws § 6-41-4enactment date not established
The words that state the rule
If: (a) a claim of misappropriation is made in bad faith; or (b) a motion to terminate an injunction is made or resisted in bad faith; or (c) willful and malicious misappropriation exists, the court may award reasonable attorney’s fees to the prevailing party.
- statuteR.I. Gen. Laws § 6-13.1-5.2enactment date not established
The words that state the rule
In any action brought by a person under this section, the court may award, in addition to the relief provided in this section, reasonable attorney’s fees and costs.
- case286 A.3d 838Clean Harbors Environmental Services, Inc. v. 96-108 Pine Street LLCR.I.decided 2023read it at the source ↗
The words that state the rule
This Court “staunchly adheres to the American rule that requires each litigant to pay its own attorney’s fees absent statutory authority or contractual liability.”
- case286 A.3d 838Clean Harbors Environmental Services, Inc. v. 96-108 Pine Street LLCR.I.decided 2023read it at the source ↗
The words that state the rule
The words “shall be” and “entitled to” mandate an award of attorneys’ fees and costs where a party prevails on a claim (or claims) arising from or relating to the contract.
- case286 A.3d 838Clean Harbors Environmental Services, Inc. v. 96-108 Pine Street LLCR.I.decided 2023read it at the source ↗
The words that state the rule
Consequently, the trial justice was divested of discretion with respect to determining an entitlement to attorneys’ fees; the trial justice was required to resolve the question of which party was the prevailing party.
- case286 A.3d 838Clean Harbors Environmental Services, Inc. v. 96-108 Pine Street LLCR.I.decided 2023read it at the source ↗
The words that state the rule
While most cases containing language similar to that found in Section 10 of the contract before us will result in the determination of one prevailing party, there may be compelling circumstances which justify a finding that both, or neither, of the parties may be considered to have prevailed.
- case286 A.3d 838Clean Harbors Environmental Services, Inc. v. 96-108 Pine Street LLCR.I.decided 2023read it at the source ↗
The words that state the rule
Thus, while we agree with the trial justice that Vinagro’s unjust-enrichment claim does not arise from the contract, it nevertheless is inextricably related to the contract.
- case286 A.3d 838Clean Harbors Environmental Services, Inc. v. 96-108 Pine Street LLCR.I.decided 2023read it at the source ↗
The words that state the rule
For the reasons stated herein, we vacate the judgment of the Superior Court.
- case335 A.3d 430Cashman Equipment Corporation, Inc. v. Cardi Corporation, Inc.R.I.decided 2025read it at the source ↗
The words that state the rule
The “issue of whether there exists a basis for awarding attorneys’ fees generally is legal in nature, and therefore our review of such a ruling is de novo.”
- case335 A.3d 430Cashman Equipment Corporation, Inc. v. Cardi Corporation, Inc.R.I.decided 2025read it at the source ↗
The words that state the rule
Although this Court has not clearly articulated the standard for finding whether a justiciable issue of fact exists when considering an award of attorneys’ fees under § 9-1-45
- case286 A.3d 838Clean Harbors Environmental Services, Inc. v. 96-108 Pine Street LLCR.I.decided 2023read it at the source ↗
The words that state the rule
As noted, Section 10 of the contract provides that “[i]f any party to this Contract brings a cause of action against the other party arising from or relating to the Contract, the prevailing party * * * shall be entitled to recover its reasonable attorney fees and court costs.”
- case286 A.3d 838Clean Harbors Environmental Services, Inc. v. 96-108 Pine Street LLCR.I.decided 2023read it at the source ↗
The words that state the rule
The Utah Supreme Court stated that, in determining which party is the prevailing party, appropriate considerations for the trial court include, but are not limited to: “(1) contractual language, (2) the number of claims, counterclaims, cross-claims, etc., brought by the parties, (3) the importance of the claims relative to each other and their significance in the context of the lawsuit considered as a whole, and (4) the dollar amounts attached to and awarded in connection with the various claims.”
- case286 A.3d 838Clean Harbors Environmental Services, Inc. v. 96-108 Pine Street LLCR.I.decided 2023read it at the source ↗
The words that state the rule
Therefore, we hold that the trial justice erred in finding that neither party prevailed in the litigation despite the existence of a mandatory fee-shifting provision without a more comprehensive, fact-intensive, and case-specific analysis.
- case335 A.3d 430Cashman Equipment Corporation, Inc. v. Cardi Corporation, Inc.R.I.decided 2025read it at the source ↗
The words that state the rule
“If it is determined that there is an adequate legal basis for such an award, then we review a trial justice’s decision awarding or denying attorneys’ fees for an abuse of discretion.”
- case286 A.3d 838Clean Harbors Environmental Services, Inc. v. 96-108 Pine Street LLCR.I.decided 2023read it at the source ↗
The words that state the rule
Accordingly, we vacate the trial justice’s findings in this regard and remand the matter to the Superior Court for a determination of the prevailing party by considering: “(1) [the] contractual language[;] (2) the number of claims, counterclaims, cross-claims, etc., brought by the parties[;] (3) the importance of the claims relative to each other and their significance in the context of the lawsuit considered as a whole[;] and (4) the dollar amounts attached to and awarded in connection with the various claims
- case335 A.3d 430Cashman Equipment Corporation, Inc. v. Cardi Corporation, Inc.R.I.decided 2025read it at the source ↗
The words that state the rule
Justice Robinson, concurring in part and dissenting in part. I am pleased to concur in Part III.A of the Court’s carefully written opinion (entitled “Judgment as a Matter of Law”). However, I respectfully but unreservedly dissent from Part III.B of that opinion (entitled “Attorneys’ Fees”)
- case335 A.3d 430Cashman Equipment Corporation, Inc. v. Cardi Corporation, Inc.R.I.decided 2025read it at the source ↗
The words that state the rule
IV Conclusion For the foregoing reasons, we affirm the amended judgment of the Superior Court. The record may be returned to the Superior Court.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.