           United States Court of Appeals
                        For the First Circuit


Nos. 15-1771, 15-1818

                    IN RE: IDC CLAMBAKES, INC.,

                               Debtor


          GOAT ISLAND SOUTH CONDOMINIUM ASSOCIATION, INC.;
            CAPELLA SOUTH CONDOMINIUM ASSOCIATION, INC.,

                    Appellees, Cross-Appellants,

                                 v.

                        IDC CLAMBAKES, INC.,

                     Appellant, Cross-Appellee.


           APPEALS FROM THE UNITED STATES DISTRICT COURT
                  FOR THE DISTRICT OF RHODE ISLAND

         [Hon. William E. Smith, Chief U.S. District Judge]
           [Hon. Melvin S. Hoffman, U.S. Bankruptcy Judge]


                               Before

                   Lynch, Baldock,* and Kayatta,
                          Circuit Judges.


     Matthew J. McGowan, with whom Salter McGowan Sylvia & Leonard,
Inc., William P. Devereaux, Matthew C. Reeber, Joel K. Goloskie,
and Pannone Lopes Devereaux & West LLC were on brief, for
appellant/cross-appellee.


     * Of the United States Court of Appeals for the Tenth Circuit,
sitting by designation.
     William R. Grimm, with whom Adam M. Ramos, Hinckley, Allen &
Snyder LLP, Charles D. Blackman, and Levy & Blackman LLP were on
brief, for appellees/cross-appellants.


                         March 24, 2017
              LYNCH, Circuit Judge.          This bankruptcy appeal is the

latest   in    decades-long       litigation          over    a     lucrative     banquet

facility, the Regatta Club in Newport, Rhode Island, which was

constructed on a parcel of land at a time when the validity of the

development rights to that parcel was in dispute.                           In 2004 and

2005, the Rhode Island Supreme Court found that the development

rights had expired at the time of construction.                        See Am. Condo.

Ass'n v. IDC, Inc. ("America I"), 844 A.2d 117, 134 (R.I. 2004);

Am. Condo. Ass'n v. IDC, Inc. ("America II"), 870 A.2d 434, 443

(R.I. 2005).      As a result, it found that title to both the land

and   the     Regatta     Club   belonged        to    a     group     of   condominium

associations,      not     to    IDC,     Inc.    and        IDC    Properties,       Inc.

("Properties"), the development entities that had incurred the

cost to build the Club.           Two of the title-holding associations,

Capella South Condominium Association, Inc. and Goat Island South

Condominium     Association,       Inc.    ("the       Associations"),          are    the

appellees and cross-appellants in this suit.                       IDC Clambakes, Inc.

("Clambakes"), the debtor here, was not a party before the Rhode

Island Supreme Court.

              Following    the    America        decisions,          Clambakes,       which

operated the Regatta Club, voluntarily filed for bankruptcy under

Chapter 11 of the Bankruptcy Code.                The Associations then filed

proofs of claim seeking relief for Clambakes' alleged trespass on

their property between 1998 and April 8, 2005, the date of the


                                        - 3 -
America II decision.        In 2013, this court rejected that trespass

claim,    affirming       the   bankruptcy   court's    finding     that    the

Associations    had    impliedly     consented    to   Clambakes'    use    and

occupancy of the Regatta Club.        See In re IDC Clambakes, Inc., 727

F.3d 58, 69 (1st Cir. 2013).           We also remanded on the issue of

whether     there   was    a    corresponding    implied   obligation      that

Clambakes pay the Associations for its use and occupancy of the

Club.    See id. at 72.

            On remand, the bankruptcy court first found that there

was no implied-in-fact contract between the parties such that

Clambakes was contractually obligated to make rent payments to the

Associations.       The bankruptcy court then considered whether the

Associations were nonetheless entitled to relief under a theory of

unjust enrichment.          The court answered that question in the

negative, finding that the benefit that the Associations conferred

on Clambakes was fully offset by the value that the Associations

themselves gained by being awarded ownership over the Regatta Club

facility.     See In re IDC Clambakes, Inc. ("Clambakes"), 510 B.R.

678, 695 (Bankr. D.R.I. 2014).

            The district court disagreed, finding clear error in the

bankruptcy court's characterization of the benefit conferred on

Clambakes as merely a ground lease, as well as in the bankruptcy

court's unjust enrichment analysis.              Central to the district

court's reasoning was its reading of the America opinions as to


                                     - 4 -
the ownership of the Regatta Club.           The district court held that

the findings in the America opinions must serve as "established

facts" and bind "[a]ny equitable analysis" in this lawsuit.              Goat

Island S. Condo. Ass'n v. IDC Clambakes, Inc. ("Goat Island"), 533

B.R. 845, 848–49 (D.R.I. 2015).         Ultimately, the district court

concluded that Clambakes owed the Associations $2.6 million for

its use and occupancy of the Regatta Club during the claim period.

Id. at 851.

          We affirm the bankruptcy court's decision to award no

equitable relief to the Associations.         No implied-in-fact contract

existed between the parties.         As to unjust enrichment, we see

nothing in the America opinions to suggest that their holding

regarding the Regatta Club's ownership should bear on, much less

control, the question of whether principles of equity entitle the

Associations to even more relief than the Rhode Island Supreme

Court already afforded them.         Having concluded that the America

opinions did not bind the bankruptcy court's equitable authority,

we find no abuse of discretion in the bankruptcy court's ultimate

decision that the Associations failed to meet their burden of

showing that inequity would result if Clambakes did not pay them

for the use and occupancy of the Regatta Club during the claim

period.       Equity   does   not   bestow    additional   relief   on    the

Associations, which continue to benefit from the Regatta Club

facility that they inherited without any investment of their own.


                                    - 5 -
                                        I.

           The    saga   of    this   litigation         has   been    exhaustively

documented by various state and federal courts.                   We recite only

those facts relevant to this appeal.                We rely principally on the

bankruptcy court's recounting of the facts, which the district

court also adopted in full.           See Clambakes, 510 B.R. at 682–85;

Goat Island, 533 B.R. at 847.

           In    January   1988,      Globe    Manufacturing          Co.   ("Globe")

recorded a declaration of condominium in the Land Evidence Records

of the City of Newport.            Clambakes, 510 B.R. at 682.                     That

declaration, as amended and restated in March 1988, reserved

Globe's right to develop a parcel of land known as the Reserved

Area, but the development rights would expire if not exercised by

December 31, 1994.       Id.   Globe assigned its development rights to

IDC, Inc. and then to Properties.1                 Id.   From April to December

1994, Properties introduced multiple amendments to the declaration

seeking to extend the expiration date for the development rights

and to exercise those rights.           Id.        The Associations questioned

the   validity   of   these    amendments,         and   negotiations       over   the

amendments carried on for years.             Id.



      1   Thomas Roos is the president and sole shareholder of all
the IDC entities, including IDC, Inc., Properties, and Clambakes.
Only Clambakes is a party to this suit, and the parties do not
dispute that Clambakes is a corporate entity distinct from IDC,
Inc. and Properties.


                                      - 6 -
            In late 1997 and early 1998, while negotiations over

Properties' development rights were ongoing, Properties spent

approximately $3 million to construct the Regatta Club in the

Reserved   Area.      Id.         Despite      the   ongoing    dispute    over   the

development    rights,      the    record      reveals   no    evidence    that   the

Associations      sought   to     halt   the     construction.       Id.     As   the

bankruptcy court noted:

       In an oft-cited letter during this conflict, a
       representative of the America Condominium Association
       wrote to the Newport building inspector on February 9,
       1998: "It's our understanding that a permit application
       has been filed with your Office for the purpose of
       constructing [the Regatta Club] . . . . While we don't
       have a particular objection as to the land use with
       respect to the building itself, we do have a substantial
       problem with the parking requirements for that
       [building] . . . ."

Id. (alterations in original).

            Clambakes came into existence on April 18, 1996 as a

corporate entity separate from the other IDC entities.                       Id. at

683.    On March 1, 1998, Clambakes and Properties entered into a

twenty-year lease, under which Clambakes would "use the Regatta

Club and surrounding land making up the Reserved Area to provide

event hosting and catering services."                 Id.     Clambakes would pay

Properties an annual rent equal to the higher of $180,000 or six

percent of Clambakes' annual gross revenues.                  Id.   Clambakes began

operating the Club in late 1998 and began paying rent to Properties

in 1999.    Id.     Until Clambakes filed for bankruptcy on June 16,



                                         - 7 -
2005, "it ran a profitable business during the approximately seven

years it operated the Regatta Club."     Id.

A.   The America Litigation

             On May 29, 1999, the Associations sued Roos, IDC, Inc.,

and Properties in state court.    Id.    Clambakes was not a party to

that suit.    The Associations alleged that Properties had failed to

exercise its development rights with respect to the Reserved Area

before the December 31, 1994 expiration date; that the 1994

declaration amendments that had sought to extend the expiration

date were invalid; and that "as a result, fee simple title to the

Reserved Area had vested in the condominium unit owners on whose

behalf the Associations acted."    Id.

             In America I, the Rhode Island Supreme Court ruled in

favor of the Associations.     See 844 A.2d at 133.    It found that

the amendments were invalid because they did not conform to the

requirements of the Rhode Island Condominium Act.      See R.I. Gen.

Laws §§ 34-36.1-1.01 to -4.20; America I, 844 A.2d at 127–30.

Accordingly, Properties had failed to exercise its development

rights before their expiration, and title to the disputed property

had vested in the Associations.      Id. at 133.    In reaching this

conclusion, the Supreme Court rejected the defendants' argument

that they had invested $3 million in developing the Regatta Club

and that this investment should weigh against the Associations'

winning title to the Club: "Considering that [the defendants]


                                 - 8 -
developed the Reserved Area at a time when they were on notice

that their right to do so was in dispute, we conclude that they

constructed the parcel at their peril and cannot now contend that

equity should prevent plaintiffs from prevailing because of their

expenditures."      Id. at 135.

             Nonetheless, the Rhode Island Supreme Court remanded for

an accounting of the common expenses that Properties had continued

to pay for the Reserved Area after December 31, 1994, the date on

which its development rights expired.               Id.     "[T]o permit the

plaintiffs    to   enjoy   the    benefits   of   such    expenditures   would

constitute an inequitable windfall."          Id.    In remanding for this

purpose, the court expressly stated that the accounting should

"not include any profits that [Properties] may have earned from

its operation of the Newport Regatta Club."              Id. at 135 n.24.

             On April 8, 2005, after hearing reargument, the Rhode

Island Supreme Court reaffirmed its ruling that title to the

Reserved   Area,    including     the   Regatta   Club,     rested   with   the

Associations.      See America II, 870 A.2d at 443.

B.   Clambakes' Bankruptcy Filing and 2013 First Circuit Decision

             After the America II decision, the Associations asked

the state court to issue writs of execution for possession and

ejectment of Clambakes from the Reserved Area.                Clambakes, 510

B.R. at 684.       On June 16, 2005, Clambakes voluntarily filed for

bankruptcy under Chapter 11 of the Bankruptcy Code.             See 11 U.S.C.


                                     - 9 -
§§ 1101–1174; Clambakes, 510 B.R. at 684.                   In August 2005, a

bankruptcy    court      judge   entered    a   consent    order   that   allowed

Clambakes to operate the Regatta Club until November 5, 2005 after

appropriately remunerating the Associations. Clambakes, 510 B.R.

at 684.    Clambakes complied and vacated the premises after hosting

its final event on that date.         Id.

             Another order dated March 15, 2006 confirmed a plan of

reorganization for Clambakes, under which its creditors would be

paid in full.      Funds to pay the Associations were escrowed because

of the dispute over the amount, if any, that Clambakes owed the

Associations.      Id.    The Associations collectively asserted a claim

for approximately $3.5 million for Clambakes' alleged trespass on

the Reserved Area from March 1, 1998 -- the date on which the

Properties-Clambakes lease for the Regatta Club began -- to April

7, 2005.     Id.   Clambakes objected to the Associations' trespass-

based proofs of claim, and the bankruptcy court granted summary

judgment in Clambakes' favor.         Id. at 685.         After much procedural

history that we need not recount, the bankruptcy court held that

the Associations had impliedly consented to Clambakes' use and

occupancy of the Reserved Area and thus that Clambakes had not

trespassed.     Id.      The district court affirmed.

             On appeal before this court, we first affirmed the

bankruptcy court's conclusion that Clambakes had not trespassed

because the Associations had given implied consent to Clambakes'


                                     - 10 -
use and occupancy of the Reserved Area.           See In re IDC Clambakes,

727 F.3d at 69.        Next, we turned to the Associations' argument

that   "implied   consent      necessarily     gives    rise   to   an   implied

obligation to pay."       Id. at 71.       Although the Associations had

properly    preserved     this    argument,      we    found    that     it   was

"insufficiently developed for proper adjudication on appeal," as

the bankruptcy court had not addressed it.              Id. at 72.       We thus

remanded for determination of "whether implied consent in this

case also gives rise to an implied obligation to pay the fair value

for use and occupancy of the property."           Id.

C.   The Bankruptcy and District Courts' Decisions on Remand

            On remand, the Associations advanced three arguments

before the bankruptcy court.             First, they argued that "in the

context of a trespass action[,] implied consent includes a presumed

obligation to pay fair value absent proof of contrary intent."

Clambakes, 510 B.R. at 686.        Second, they argued that there was an

implied-in-fact contract between the parties such that Clambakes

was obligated to pay the Associations.          Id. at 688.     Finally, they

argued that they were entitled to relief under a theory of implied-

in-law     contract,    also     known    as   quasi-contract       or    unjust

enrichment.    Id. at 685–86, 689.

            The bankruptcy court quickly rejected the Associations'

first argument, noting that there was no Rhode Island case law to

support the proposition that "implied consent necessarily gives


                                    - 11 -
rise to a presumptive obligation to pay fair value absent a showing

of contrary intent."    Id. at 687.       The court also ruled that the

Associations had failed to show the existence of an implied-in-

fact contract because there was no evidence of a "mutual intent

[between the parties] to enter into an agreement for the use and

occupancy of the Reserved Area."        Id. at 689.

           Likewise,    the    bankruptcy       court   found     that   the

Associations   failed   to    prove   their    entitlement   to   equitable

relief.   "Recovery in quasi-contract requires a plaintiff to prove

that '(1) the plaintiff conferred a benefit on the defendant,

(2) the defendant appreciated the benefit, and (3) under the

circumstances it would be inequitable for the defendant to retain

such benefit without payment of the value thereof.'"            Id. (quoting

Fondedile, S.A. v. C.E. Maguire, Inc., 610 A.2d 87, 97 (R.I.

1992)).   While the Associations had carried their burden of proof

as to the first two elements, id. at 691–92, the bankruptcy court

concluded that they had failed to do so as to the third element,

id. at 692–96.

           In arriving at this result, the bankruptcy court first

relied on expert testimony from both parties to estimate that the

benefit that the Associations conferred on Clambakes -- "allowing

it to use and occupy the Reserved Area land" -- was worth between

$1 million and $1.625 million.        Id. at 692.   The unjust enrichment

inquiry did not end there, however.           The court observed that the


                                 - 12 -
Associations had denied Roos permission to remove the Regatta Club

structure from the Reserved Area after the America II decision,

even       though    "the   owner   of    land     is   entitled   to   a   mandatory

injunction to require the removal of a structure that has been

unlawfully placed upon his land."                Id. at 693 (quoting Santilli v.

Morelli, 230 A.2d 860, 863 (R.I. 1967)).                  Accordingly, "since the

Associations chose to retain and profit from the Regatta Club, the

resulting benefit reaped by the Associations must factor into the

quasi-contract analysis."            Id. at 694.

               From this perspective, the bankruptcy court considered

the fact that Properties had invested $3 million to build the

Regatta Club while the Associations had not invested any amount,2

that Clambakes had spent more than $550,000 to outfit and maintain

the Club, and that the Associations had been able to rent the Club

building to another tenant within two weeks of the date when

Clambakes vacated the premises.               Id. at 692–93.        Of the minimum

annual rent of $450,000 that the new tenant pays the Associations,

$240,000 was attributable to the Regatta Club structure, based on

both parties' expert testimony.              Id. at 695.      Taking all of these

factors       into    account,      the    bankruptcy      court   concluded    that


       2  The bankruptcy court recognized that Properties, and not
Clambakes, had constructed the Regatta Club. But it also noted
that   "Clambakes   paid   Properties   rent    of   approximately
$1,125,000.00 over the course of the claim period, which could be
viewed in whole or in part as shifting a substantial portion of
Properties' construction costs to Clambakes." Id. at 694.


                                          - 13 -
"Clambakes     is     entitled      to     a    'credit'     for     at     least

$1,625,000.00[,] . . . equal to the high end of the value of a

ground lease" conferred on Clambakes.           Id. at 695.

             The   district    court     affirmed   the    bankruptcy     court's

conclusion that no implied-in-fact contract existed, but it found

reversible    error   in   the   bankruptcy     court's     unjust   enrichment

analysis.     See Goat Island, 533 B.R. at 847–48.             Before delving

into the particularities of the bankruptcy court's alleged errors,

the district court first noted that, notwithstanding the $3 million

that Properties incurred to build the Regatta Club, the Rhode

Island Supreme Court had ruled that the Associations owned the

Club since its construction.            Id. at 848.    "These determinations

are the established facts of this case, and this proceeding cannot

be a vehicle to revisit or temper the effects of those holdings,"

the district court said.         Id. at 848–49.

             From that premise, the district court ruled that the

bankruptcy court committed clear error on four fronts.               First, the

bankruptcy    court    should     not    have   characterized      the    benefit

conferred on Clambakes as a ground lease but rather as a ground

and building lease.           Properly characterized, according to the

district court, the value of the benefit to Clambakes was $2.6

million.     Id. at 849.       Second, the bankruptcy court should not

have considered the $3 million that Properties had incurred in

constructing the Regatta Club.           Id. at 850.   Third, the bankruptcy


                                    - 14 -
court should not have considered the $550,000 that Clambakes had

incurred in outfitting and maintaining the Regatta Club.                  Id.

Finally, the bankruptcy court should not have "deduct[ed] at least

$240,000 per year from the use and occupancy payment to account

for goodwill and the value of the Regatta Club" when there was

"insufficient particularized evidence" on which to ground the

quantification of that goodwill.         Id. at 851.    The district court

ordered Clambakes to pay the Associations $2.6 million for its use

and occupancy of the Regatta Club during the claim period.3              Id.

D.    Arguments on Appeal

             Each party appeals discrete aspects of the bankruptcy

and   district   courts'    decisions.      Clambakes    argues   that    the

bankruptcy    court   should   not   have    reached    the   Associations'

arguments about implied-in-fact contract and unjust enrichment.

Further, even assuming the unjust enrichment claim was properly

heard, Clambakes challenges the district court's finding of clear

error in the bankruptcy court's equitable analysis.




       3  Dissatisfied   with   the   $2.6   million   award,   the
Associations moved to alter or amend the district court's judgment.
The Associations sought (1) an additional $7,290, plus interest,
for sewer repair costs; (2) approximately $2.7 million in interest
on the $2.6 million award for use and occupancy; and (3) costs
under Rule 54(d)(1) of the Federal Rules of Civil Procedure and 28
U.S.C. § 1920. The district court granted the motion as to the
sewer repair costs but denied it as to the other two claims. The
Associations have cross-appealed that ruling, which our resolution
has made moot.


                                 - 15 -
               The Associations argue that the bankruptcy and district

courts both erred in finding that no implied-in-fact contract

existed.       They also argue that the bankruptcy court erred in

awarding no restitutionary relief and that the district court erred

in granting no interest on top of the $2.6 million award for use

and occupancy.

                                         II.

A.     Clambakes' Threshold Arguments

               Before we proceed further, we reject Clambakes' various

arguments that the bankruptcy court should not have reached the

implied-in-fact contract and unjust enrichment claims, but rather

should have ended the case earlier.                   Clambakes advances two

arguments on this point.            It primarily argues that our remand in

2013 required the bankruptcy court to explore only whether implied

consent    necessarily,        as   a   matter   of   law,   gives   rise    to   an

obligation to pay.           Once the bankruptcy court found that no such

principle exists under Rhode Island law, the inquiry should have

been    over    and    the    Associations'      claims   dismissed.        In    the

alternative, Clambakes contends that the Associations should have

been barred from making any implied-in-fact contract or unjust

enrichment claim because they failed to preserve such arguments by

articulating only a trespass theory in their proofs of claim.

                Each line of reasoning misunderstands aspects of our

2013 opinion.         First, the plain language of that opinion renders


                                        - 16 -
unavailing Clambakes' argument that our remand was limited to a

question   of   law.      As   we    there   stated,    the    remand   order

"directed . . . the trial court in the first instance [to]

determin[e] whether the facts in this case and the law of Rhode

Island support a finding of consent to operate free of charge or

whether the Associations conditioned their implied consent on an

implied obligation to pay."         In re IDC Clambakes, 727 F.3d at 72

(emphasis added).

           As   to   Clambakes'     contention   that   the    Associations'

claims based on the existence of an implied-in-fact or quasi-

contract are unpreserved, we already addressed -- and already

rejected -- this precise argument in 2013.              See id. at 71–72

(finding that Associations' argument was preserved because they

had raised it "[i]n a post-trial motion filed . . . just over a

week after the trial and 18 months before the bankruptcy court

issued its decision").     We do not revisit that ruling today.

B.   Standard of Review

           "The court of appeals . . . undertakes an independent

review of [a] bankruptcy court order, utilizing the same appellate

standards governing the district court review."               In re LaRoche,

969 F.2d 1299, 1301 (1st Cir. 1992). We thus review the bankruptcy

court's findings of fact for clear error and its conclusions of

law de novo "without deference to the district court's ruling."

In re IDC Clambakes, 727 F.3d at 63.


                                    - 17 -
              "[T]o    the    extent   that      the     ultimate   decision     in    a

restitution case rests on a judgment regarding the equities of the

case,    rather       than    application     of       an    established      rule    of

restitution, that exercise of judgment is reviewed only for abuse

of discretion."              Invest Almaz v. Temple-Inland Forest Prods.

Corp., 243 F.3d 57, 66 (1st Cir. 2001).                 This approach "reflect[s]

our view that the finder of fact 'who has had first-hand exposure

to the litigants and the evidence is in a considerably better

position to bring the scales into balance than an appellate

tribunal.'"      Id. (quoting Texaco P.R., Inc. v. Dep't of Consumer

Affairs, 60 F.3d 867, 875 (1st Cir. 1995)).

C.    Implied-in-Fact Contract

              We affirm, as did the district court, the bankruptcy

court's conclusion that there was no implied-in-fact contract

under which Clambakes agreed to pay the Associations for its use

and occupancy of the Regatta Club.

              Under Rhode Island law, an implied-in-fact contract "is

a form of express contract wherein the elements of the contract

are   found    in     and    determined   from     the      relations   of,   and    the

communications between the parties, rather than from a single

clearly expressed written document."                   Marshall Contractors, Inc.

v. Brown Univ., 692 A.2d 665, 669 (R.I. 1997).                          "[A] contract

implied in fact must contain all the elements of an express

contract.     So, such a contract is dependent on mutual agreement or


                                       - 18 -
consent, and on the intention of the parties; and a meeting of the

minds is required."      Bailey v. West, 249 A.2d 414, 416 (R.I. 1969)

(citation omitted); see also Goat Island, 533 B.R. at 847 n.2.

            The bankruptcy court properly applied this case law to

the facts to find that the Associations had failed to show evidence

of a meeting of the minds.       As the court noted, the record lacked

evidence "that the Associations ever requested a rent payment from

Clambakes or that Clambakes ever made a rent payment to the

Associations.     There [wa]s no evidence of mutual agreement as to

duration and scope of occupancy."      Clambakes, 510 B.R. at 689.     If

anything,   the   fact    that   Clambakes   paid   rent   to   Properties

demonstrated Clambakes' understanding that Properties, rather than

the Associations, was the property owner.       Given Clambakes' lease

with Properties, "there would be no reason to lease the property

again from another entity," as the bankruptcy court observed.         Id.

There is no error.

D.   Unjust Enrichment

            We do not find error in the bankruptcy court's fact

finding in the course of its unjust enrichment analysis.           Nor do

we find any abuse of discretion in its equitable balancing or its

ultimate conclusion that the Associations failed to prove their

entitlement to restitutionary relief.

            "The Supreme Court has long recognized that bankruptcy

courts are courts of equity with the power to apply flexible


                                  - 19 -
equitable remedies in bankruptcy proceedings."           In re Trailer

Source, Inc., 555 F.3d 231, 242 (6th Cir. 2009) (citing Young v.

United States, 535 U.S. 43, 50 (2002)).       Nothing in the America

decisions suggests that they should be read as diminishing the

bankruptcy court's broad equitable authority.           Indeed, neither

America I nor America II suggests that its findings on the rightful

ownership of the Regatta Club should have preclusive effect over

all future litigation related to the Club, let alone over a claim

of unjust enrichment from the Associations after they have already

won the keys to the Club building.4

           The question presented in the America litigation was

whether the Associations or one of the IDC entities (precisely,

IDC, Inc. or Properties) had title to the Regatta Club. The issues

of trespass and unjust enrichment were not before the America

court.   In order to answer the question of ownership, the Rhode

Island   Supreme   Court   principally   engaged   in   an   exercise   of

statutory interpretation, analyzing whether the amendments to the

condominium declaration abided by the requirements of the Rhode

Island Condominium Act.     America I, 844 A.2d at 127–30.

           Of course, the Rhode Island Supreme Court also found

that Properties had begun constructing the Regatta Club in the


     4    We do not wade into the difficult preclusion issues that
would exist if the Rhode Island Supreme Court's decisions were
treated otherwise.      We simply read the America decisions
differently than did the district court.


                                - 20 -
Reserved Area despite knowing that title to that land was in

dispute   and,    as   a   result,        that   Properties'   construction

expenditure would not factor into the question of proper ownership.

Id. at 134–35.     But the fact that the America court declined to

take into account the construction expenditure when adjudicating

the Regatta Club's ownership does not mean that the construction

expenditure cannot be considered in a later equitable analysis --

by a federal bankruptcy court dealing with a debtor that was not

a party to the America litigation -- as to whether the Associations

should receive additional relief beyond the Regatta Club building

to which they have already won title.

          In fact, even after declaring the Associations to be the

rightful owners of the Regatta Club, the America court was careful

to avoid bestowing on the Associations an "inequitable windfall."

Id. at 135.      Accordingly, it remanded for an accounting of the

common expenses that Properties had paid after its development

rights expired, so that the Associations would not benefit at

Properties'   expense.      Id.      It    further   emphasized   that   this

accounting should "not include any profits that [Properties] may

have earned from its operation of the Newport Regatta Club,"

signaling that redistributing such profits to the Associations

would be inequitable.      Id. at 135 n.24.       In short, we do not read

the America decisions as tying the hands of the bankruptcy court




                                  - 21 -
in deciding whether the equities of this case weigh in favor of

additional relief for the Associations.

             Having determined that the America decisions do not

dictate      the   result      of   the     bankruptcy       court's      equitable

determination, we can quickly conclude that the bankruptcy court

did    not   err   in   its   factual     findings   and    did   not   abuse    its

discretion in awarding no restitutionary relief.

             The Associations first argue that the bankruptcy court

erred by characterizing the benefit conferred on Clambakes as

occupancy of only the Reserved Area land, rather than of both the

land and the Regatta Club facility built on it. The district court

similarly found error in the bankruptcy court’s characterization

of the benefit as a ground lease.             See Goat Island, 533 B.R. at

849.    The district court fairly read the bankruptcy court opinion

as determining the benefit conferred on Clambakes to equal the

value of a ground lease even though Clambakes used both the

building and the ground.            We see no reason, though, why this

reasoning constituted clear error sufficient to set aside the

equitable balancing undertaken by the bankruptcy court.                      While

Clambakes indeed used both the building and the land, it paid over

$550,000 to improve the building, and it made rental payments to

Properties     totaling       approximately    $1.125      million   to    use   the

building.     The Associations, in turn, received for free a building

that collectively cost Properties and Clambakes roughly $3.55


                                     - 22 -
million to build and improve.          In determining on this record the

net benefit Clambakes received, it was by no means unreasonable

not to require Clambakes to also pay the Associations for use of

the building.

             The Associations also contend that the bankruptcy court

should not have taken into account Properties' construction cost

and Clambakes' rent payments to Properties in the unjust enrichment

analysis.    Doing so was error, they say, because Clambakes itself

did not bear the construction cost, and we must treat Properties

and Clambakes as the separate corporate entities that they are.

But Rhode Island law on the equitable remedy of unjust enrichment

"presupposes    that   if    plaintiff      were   left   without   a   remedy,

plaintiff would suffer a net loss.            That is, defendant would have

received a benefit 'at the expense of' plaintiff."               R.I. Bhd. of

Corr. Officers v. Rhode Island, 264 F. Supp. 2d 87, 105 (D.R.I.

2003) (emphases added) (quoting Merchs. Mut. Ins. Co. v. Newport

Hosp., 272 A.2d 329, 332 (R.I. 1971)).              Regardless of which IDC

entity paid for the Regatta Club's construction, it is undisputed

that   the    Associations     did    not     contribute    a   penny    toward

construction.    See Clambakes, 510 B.R. at 693.           The Associations'

inability to recover rent for the claim period thus does not result

in a "net loss" to them.

             Likewise, the bankruptcy court properly considered the

$550,000 that Clambakes incurred in outfitting and maintaining the


                                     - 23 -
Regatta    Club   during   the     claim   period.       In   Dellagrotta    v.

Dellagrotta, 873 A.2d 101 (R.I. 2005), the Rhode Island Supreme

Court allowed a woman to recover, under an unjust enrichment

theory, half the cost of improvements that she made to a house

that she initially mistakenly believed her former in-laws had

gifted to her and her former spouse.            Id. at 114–15.       The former

daughter-in-law was able to recover although she had stayed in the

house after the end of her marriage, even after receiving a notice

of termination of tenancy from her in-laws.             Id. 113.    In allowing

her to recover, the court noted that "although the circumstances

do not warrant conveyance of the house to [her], it is quite

another thing to allow plaintiffs to realize the bounty of her

labors."   Id. at 114.     So too here.      Even assuming that Clambakes

knew that title to the Regatta Club was in dispute, that knowledge

is insufficient to withhold credit to Clambakes for its expenses

and effort in improving upon the Club structure.

            Finally, we reach the issue of goodwill.               The district

court concluded that although the bankruptcy court did not err in

finding    some   transfer    of     goodwill    from     Clambakes    to   the

Associations, it erred in quantifying the value of that goodwill

as "at least $240,000."      Goat Island, 533 B.R. at 851.           On appeal,

the Associations also emphasize that Clambakes did not transfer

any business to the Associations because Clambakes continues to

operate its business in other Newport locations.


                                    - 24 -
              As an initial matter, it is not clear from the bankruptcy

court's opinion that the $240,000 per year "credit" that it

identified      was    a   quantification       of   goodwill.        Rather,    the

bankruptcy court's description suggests that it sought to quantify

the value of the Regatta Club building to the Associations.                      See

Clambakes, 510 B.R. at 695 ("The quasi-contract analysis boils

down to weighing Clambakes' use of the Reserved Area land valued

at $1,000,000.00 to $1,625,000.00 for the claim period against the

stream   of    income      to   the   Associations    from    the    Regatta    Club

building, sluicing along at a rate of at least $240,000.00 per

year." (emphasis added)).             Further, the bankruptcy court derived

the $240,000 figure by relying on a report submitted by the

Associations' expert.           Id.

              Even if the bankruptcy court's aim was to quantify

goodwill, however, we cannot say that the court clearly erred.

Given the risk and effort that Clambakes undertook in establishing

a   successful        event-catering     business     at     the    Reserved    Area

location, it is not unreasonable to infer that the Associations

were able to charge a premium to rent that location to a similar

business beyond what they could have charged for an unproven lot

of land.      At oral argument, the Associations could not point to a

single piece of record evidence to rebut this inference that the

prior operation of a successful business on a lot of land would

enhance the value of that lot.


                                       - 25 -
                              III.

          There was no abuse of discretion in the bankruptcy

court's decision to award no restitutionary relief; to sustain

Clambakes' objections to each of the Associations' claims; and to

disallow Claims 16, 17, 18, and 19 in their entirety.      Nor was

there any legal or factual error.   We also agree with the district

court's award of $7,290.00, plus interest, for the sewer repair

cost.   In light of this disposition, we need not entertain the

Associations' argument for interest on their restitutionary award.

The judgment of the bankruptcy court is affirmed with the noted

modification.

          Costs are awarded to Clambakes.




                             - 26 -
