Opinion
602282/07.
Decided August 15, 2007.
Plaintiff moves for an Order directing Defendant, its agents and employees to perform fully and in good faith Defendant's contractual obligation arising out of certain Location Agreement with Plaintiff dated February 21, 2007; and awarding Plaintiff such other and further relief as this Court may deem just and proper.
The ultimate relief sought by Plaintiff includes: (a) a Declaratory Judgment that Defendant is obligated to make its space available pursuant to the terms of its agreement; (b) specific performance of her agreement with Defendant; and (c) an Injunction to preserve the status quo by preventing Defendant from taking any action that would adversely affect Defendant's ability to perform the agreement according to its terms; and (d) alternatively, compensatory damages for Defendant's breach of contract.
On February 21, 2007 plaintiff Ms. Michelle Barry entered into a contract (hereinafter "the Contract") with defendant Dandy, LLC d/b/a Sky Studios. Pursuant to said Contract, Defendant was to allow Plaintiff to use the premises of one of its two penthouses, specifically Penthouse B (hereinafter "the Premises"), for her wedding scheduled to take place on September 15, 2007. On July 9, 2007 Plaintiff was notified by a letter from Defendant that Defendant had elected to cancel the Contract. In its letter Defendant cited the strict enforcement of "legal regulations, including zoning and fire department regulations" by the Condominium Board of Managers which governs the building.
Defendant contends that it was entitled to cancel the Contract as the use of the Premises for the purpose of a wedding is in violation of zoning regulations. According to the Department of Building's Certificate of Occupancy, Penthouse B is situated in Zoning District M1-5B.
Zoning Resolution § 42-14(d) (3) provides:
". . . The following uses are not permitted as of right in any building or other structure or on any tract of land in M1-5A or M1-5B Districts"
(a)-(d). . . . . . .
(e)Banquet halls, wedding chapels, catering establishments . . ."
Defendant further asserts that the enforcement of the Contract may be in violation of Public Assembly laws, as Defendant does not have a Public Assembly permit which would allow more than 75 persons to occupy the penthouse.
The question raised before this Court is whether Defendant is entitled to cancel the Contract pursuant to clause 21 of the Contract which states: "Licensor reserves the right to cancel, reject or terminate this License if it becomes apparent that the intended use of the Licensed Premises . . . is illegal . . ."
The question of whether the use of the Premises for the purpose of a wedding party is illegal is now pending a Court Decision pursuant to a Motion against Defendant submitted by the Board of Managers of the Condominium in which Sky Studios is located.It is well-established that as a general rule, courts may not enforce a contract that is illegal (see Bonilla v. Rotter, 829 NYS2d 52 {36 AD3d 534} (1st Dept. 2007); Valenza v. Emmelle Coutier, Inc., 733 NYS2d 167 {288 AD2d 114} (1st Dept. 2001)). However, a violation of a statute does not necessarily render an agreement unenforceable, particularly if plaintiffs were attempting to utilize an illegality defense as a "sword" for personal gain rather than as a "shield" for public good (see Chirra v. Bommareddy, 802 NYS2d 118 {22 AD3d 223} (1st Dept. 2005); Lloyd Capital Corp. v. Pat Henchar, Inc., 603 NE2d 246 (NY Ct. App. 1992)). Further, the Courts have held that a violation of a statute that is merely malum prohibitum, as opposed to malum in se, will not necessarily render a contract illegal and unenforceable (see Chirra v. Bommareddy, supra).
In this case it is clear that Defendant was attempting to utilize illegality defense as a "sword" for personal gain rather than as a "shield" for public good. Defendant was aware for some time that the use of the Premises for the purposes of a wedding may be in violation of zoning regulations, as on or about January of 2007 Defendant was served with a lawsuit filed by the Condominium Board of Managers seeking to enjoin this type of usage of the premises. Yet, this knowledge that the use of the Premises for the purpose of a private wedding party may be in violation of zoning regulations did not prevent Defendant from entering into a contract with Plaintiff for the use of the Premises for a wedding party. Rather, Defendant entered into the Contract and then opted to cancel it at around the same time that it publicly announced that it had decided to sell the penthouses to a third-party buyer for seventeen million dollars in cash.
Thus, it is apparent that Defendant is not using the law as a means to promote the public good but rather as a way to promote its own good. Further, this Court finds that the alleged violation of the zoning regulations would be malum prohibitum and not malum in se.
For all of the above reasons and reserving a decision regarding the alleged illegality of Sky Studios' uses of the Premises, this Court finds that the contract between Defendant and Plaintiff is enforceable.
Plaintiff requests that this Court order specific performance of the Contract. The Courts have held that the question of whether to award specific performance rests in the sound discretion of the trial court (see Van Wagner Advertising Corp. v. S M Enterprises, 492 NE2d 756 (NY Ct. App. 1986); Frankel v. Tremont Norman Motors Corp., 197 NYS2d 576 {10 AD2d 680} (1st Dept. 1960)). In general, specific performance is appropriate when money damages would be inadequate to protect the "expectation interest of the injured party" and when performance will not impose a disproportionate or inequitable burden on the breaching party (see Cho v. 401-403 57th Street Realty Corp., 752 NYS2d 55 {300 AD2d 174} (1st Dept. 2002)).
In this case, Defendant's breach of the Contract left Plaintiff without a suitable wedding hall for her wedding a mere two months before the scheduled date of her wedding. Monetary damages would not adequately compensate Plaintiff for her loss. A bride's wedding day should be one of the happiest occasions in her life. It is a time filled with love and happiness, hopes and dreams. Plaintiff has dreamed of this day since she was a little girl and has spent much time and energy planning a beautiful wedding for herself and her fiancé. Among many other wedding preparations, Plaintiff secured the perfect wedding hall for her wedding, namely Sky Studios. Sky Studios is a unique, high-end event location with spectacular views of New York City. Its breathtaking views, garden, and other unique characteristics make it Plaintiff's ideal location for her upcoming nuptials. To find another wedding hall of the same caliber as Sky Studios on a mere two months notice is an exceedingly difficult feat. If Plaintiff is unable to have her wedding at Sky Studios on September 15th she will most likely have to change the date of her wedding. As Plaintiff is from Iowa, this will negatively interfere with the traveling plans of numerous out-of-town guests, most of whom have already made hotel reservations and booked air travel.
Further, enforcement of the Contract will not impose a disproportionate or inequitable burden on the defendant. The Premises have not yet been sold, and any anticipated sale of the Premises can wait until after the September 15th wedding date of Plaintiff. This would not amount to a disproportionate or inequitable burden on the defendant.
Accordingly, this Court grants Plaintiff's request for a Declaratory Judgment that Defendant is obligated to make its space available for Plaintiff's September 15th wedding pursuant to the terms of its agreement. This Court orders that Defendant perform its agreement to Plaintiff pursuant to the Contract between the parties dated February 21, 2007. This Court grants a Permanent Injunction enjoining Defendant from taking any action preventing Plaintiff from having her wedding at Sky Studios pursuant to the terms of the Contract.