Rhode Island voids grocery-store restrictive covenants
Rhode Island voids grocery-store restrictive covenants
2026-09-15 · Rhode Island · Legislation
Rhode Island has done something it has almost never done: declared a category of private restrictive covenant void by statute. S 2644 was enacted June 18, 2026 as Chapter 125 of the 2026 Public Laws, with the identical House bill H 8106 enacted the same day as Chapter 126. Together they add a new section to the chapter of the General Laws governing estates in real property.1
What the section says
The new § 34-4-31 is titled “Prohibition of restrictive covenants related to grocery stores,” and subsection (a) is the whole of the prohibition:
“A covenant or restriction concerning the use of land designated as a retail establishment where fresh food is regularly and customarily sold in a bona fide manner for off-premises consumption including, but not limited to, grocery stores and supermarkets, shall be void and unenforceable, except under circumstances as set forth in subsection (b) of this section.”
Note the drafting. The statute does not say a covenant prohibiting a grocery store is void; it says a covenant “concerning the use of land designated as” such an establishment is void. What the legislature was aiming at is the supermarket industry's standard practice of selling a closed store subject to a deed restriction forbidding the next owner from running a competing food store there — the mechanism that turns a vacated supermarket into a long-term vacancy.
The exception, and its six conditions
Subsection (b) preserves the restriction only where a grocer is genuinely relocating, and it requires all of six conditions:
- the seller used the land for a fresh-food retail establishment within the six months before the agreement (the “discontinued site”);
- the seller has identified and purchased land for a new such establishment (the “relocated store”);
- the relocated store is “similar in size and scope of products sold when compared to the discontinued site”;
- the relocated store is “located within one-half (1/2) mile of the discontinued site”;
- relocation and commencement of operations occur “within one year following closure”; and
- the covenant “does not have a term in excess of eighteen (18) months from the date of closure.”
Why a supermarket law reaches a homeowners association or condominium board
Two reasons, and neither is obvious from the title.
First, the precedent. Rhode Island has historically left covenant enforceability to the courts and to the declaration itself. Our Rhode Island governing statute page sets out how little general statutory law reaches a non-condominium association. A statute that voids a whole class of covenant — by subject matter, prospectively, with a carve-out — is a template. The 2026 session also produced zoning preemptions for recovery residences, family childcare homes and parking minimums, all of which stop at the municipal line and leave covenants alone. This one does not stop there. It reaches the covenant itself.
Second, mixed-use and master-planned communities. A declaration for a mixed-use condominium or a master association with a commercial parcel can carry exactly the restriction this section voids — a use restriction on a retail pad, a prohibition on food retail to protect an existing tenant, an exclusivity covenant running to a grocery anchor. Where that restriction sits in a declaration rather than a standalone deed, § 34-4-31 does not care about the label. It addresses “[a] covenant or restriction concerning the use of land.”
The dates are the operative fact
The act “shall take effect upon passage” — June 18, 2026 — and subsection (c) is explicit that it is not retroactive:
“The prohibitions set forth in this section do not apply to restrictive covenants or other agreements entered into prior to the effective date of this section.”
So the line is the date of the agreement, not the date of the dispute. A food-use restriction recorded on or before June 17, 2026 is untouched and remains as enforceable as it ever was. One entered into on or after June 18, 2026 is void unless every one of the six relocation conditions is satisfied.
That creates a specific and time-limited drafting problem. Any board or declarant amending a declaration, entering a new commercial ground lease, or recording a new use restriction on a retail parcel after June 18, 2026 needs to know that a food-use restriction inside that instrument is now presumptively void — and that re-recording or restating an old restriction in a new instrument risks converting a grandfathered restriction into a new agreement caught by the statute.
What the statute does not do
It does not create a private right of action, a penalty, or a registry. Voidness is the whole remedy: the restriction simply cannot be enforced. It does not reach covenants about anything other than fresh-food retail for off-premises consumption — a restaurant covenant is outside it. And subsection (d) is a standard severability clause, so a court striking part of the section leaves the rest standing.
It also says nothing about who bears the cost of the resulting title uncertainty. A title examiner reading a post-June-2026 declaration with a food-use restriction now has to determine whether the six relocation conditions were met at the time the agreement was entered into — facts that do not appear in the land evidence records.
What to watch next
The sponsors were Senators Murray and Thompson, and the bill moved as a food-access measure rather than a property-law measure. The 2026 session's condominium study commission was directed to examine “Uniform Acts from other states”; whether the same legislature that voided one class of covenant by subject matter is willing to do it again for others is now a live question rather than a theoretical one.
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