Opinion
1067 CA 20-00602
02-11-2021
CAROUSEL CENTER COMPANY, LP, Carousel Leasehold, LLC, and Pyramid Company of Onondaga, Plaintiffs-Respondents, v. KAUFMANN'S CAROUSEL, INC., also Known as Macy's, LT Propco, LLC, Defendants-Appellants, and City of Syracuse Industrial Development Agency, Defendant-Respondent.
HARRIS BEACH PLLC, PITTSFORD (DAVID J. EDWARDS OF COUNSEL), AND JACKSON LEWIS P.C., ST. LOUIS, MISSOURI, FOR DEFENDANTS-APPELLANTS. COSTELLO, COONEY & FEARON, PLLC, SYRACUSE (ROBERT J. SMITH OF COUNSEL), FOR PLAINTIFFS-RESPONDENTS. BARCLAY DAMON LLP, ROCHESTER (MARK R. MCNAMARA OF COUNSEL), AND BOUSQUET HOLSTEIN PLLC, SYRACUSE, FOR DEFENDANT-RESPONDENT.
HARRIS BEACH PLLC, PITTSFORD (DAVID J. EDWARDS OF COUNSEL), AND JACKSON LEWIS P.C., ST. LOUIS, MISSOURI, FOR DEFENDANTS-APPELLANTS.
COSTELLO, COONEY & FEARON, PLLC, SYRACUSE (ROBERT J. SMITH OF COUNSEL), FOR PLAINTIFFS-RESPONDENTS.
BARCLAY DAMON LLP, ROCHESTER (MARK R. MCNAMARA OF COUNSEL), AND BOUSQUET HOLSTEIN PLLC, SYRACUSE, FOR DEFENDANT-RESPONDENT.
PRESENT: PERADOTTO, J.P., CARNI, NEMOYER, WINSLOW, AND BANNISTER, JJ.
MEMORANDUM AND ORDER
It is hereby ORDERED that the order and judgment so appealed from is unanimously modified on the law by amending the caption to remove Carousel Leasehold, LLC and as modified the order and judgment is affirmed without costs.
Memorandum: In the present declaratory judgment action arising from a longstanding dispute primarily between a shopping mall and department store tenants (see e.g. Kaufmann's Carousel, Inc. v. Carousel Ctr. Co. LP , 87 A.D.3d 1343, 929 N.Y.S.2d 825 [4th Dept. 2011], lv dismissed 18 N.Y.3d 975, 944 N.Y.S.2d 476, 967 N.E.2d 701 [2012], rearg denied 19 N.Y.3d 938, 950 N.Y.S.2d 92, 973 N.E.2d 189 [2012] ; LT Propco LLC v. Carousel Ctr. Co., L.P. , 68 A.D.3d 1697, 893 N.Y.S.2d 397 [4th Dept. 2009], lv dismissed in part and denied in part 15 N.Y.3d 743, 906 N.Y.S.2d 805, 933 N.E.2d 204 [2010] ; Matter of Kaufmann's Carousel v. City of Syracuse Indus. Dev. Agency , 301 A.D.2d 292, 750 N.Y.S.2d 212 [4th Dept. 2002], lv denied 99 N.Y.2d 508, 757 N.Y.S.2d 819, 787 N.E.2d 1165 [2003] ), Supreme Court, among other things, granted the cross motion of Carousel Center Company, LP and Pyramid Company of Onondaga (plaintiffs) for summary judgment by issuing declarations in their favor related to the contractual obligations of Kaufmann's Carousel, Inc., also known as Macy's (Kaufmann's) and LT Propco, LLC (LT Propco) (collectively, defendants). As limited by their brief, defendants appeal from that part of the order and judgment declaring that plaintiffs are entitled to attorneys’ fees, and LT Propco appeals from that part of the order and judgment dismissing its counterclaims seeking alternative declarations.
We reject LT Propco's contention that the court erred in dismissing its counterclaims seeking alternative declarations regarding the definitions of various contractual terms. Pursuant to CPLR 3001, "[S]upreme [C]ourt may render a declaratory judgment having the effect of a final judgment as to the rights and other legal relations of the parties to a justiciable controversy." "A declaratory judgment action thus requires an actual controversy between genuine disputants with a stake in the outcome, and may not be used as a vehicle for an advisory opinion" ( Matter of Green Thumb Lawn Care, Inc. v. Iwanowicz , 107 A.D.3d 1402, 1405, 967 N.Y.S.2d 542 [4th Dept. 2013], lv denied 22 N.Y.3d 866, 2014 WL 1362237 [2014] [internal quotation marks omitted]; see New York Pub. Interest Research Group v. Carey , 42 N.Y.2d 527, 529-532, 399 N.Y.S.2d 621, 369 N.E.2d 1155 [1977] ; Patrick M. Connors, Practice Commentaries, McKinney's Cons Laws of NY, CPLR C3001:3).
Here, the rationale essential to the court's determination that plaintiffs were entitled to summary judgment did not necessarily depend on, or require definition of, any contractual terms, and LT Propco does not challenge the resulting declarations in plaintiffs’ favor. Inasmuch as the court resolved the immediate dispute, the present action "no longer presented a genuine controversy" and, given that "courts may not issue advisory opinions which can have no immediate effect," the court properly dismissed defendants’ counterclaims seeking alternative declarations ( Matter of United Water New Rochelle v. City of New York , 275 A.D.2d 464, 466, 712 N.Y.S.2d 637 [2d Dept. 2000] ; see Green Thumb Lawn Care, Inc. , 107 A.D.3d at 1404-1405, 967 N.Y.S.2d 542 ; Goldfeld v. Mattoon Communications Corp. , 99 A.D.2d 711, 712, 472 N.Y.S.2d 6 [1st Dept. 1984], appeal dismissed 62 N.Y.2d 802, 1984 WL 277950 [1984] ). Contrary to LT Propco's further contention, to the extent that the court was obligated under these circumstances to "state its grounds" for declining to issue declarations on the counterclaims ( CPLR 3001 ), we conclude that the court fulfilled that obligation.
Contrary to defendants’ contention, the court did not err in declaring that plaintiffs are entitled to attorneys’ fees. It is unmistakably clear from the relevant contractual provisions that the prevailing party is entitled to attorneys’ fees in any judicial action instituted to enforce the subject contracts, and the court properly determined that the present action sought to enforce those contracts and that plaintiffs prevailed (see Leonard E. Riedl Constr., Inc. v. Homeyer , 105 A.D.3d 1391, 1392, 964 N.Y.S.2d 789 [4th Dept. 2013] ; Colonial Sur. Co. v. Genesee Val. Nurseries, Inc. , 94 A.D.3d 1422, 1424, 942 N.Y.S.2d 723 [4th Dept. 2012] ; see generally Hooper Assoc. v. AGS Computers, Inc. , 74 N.Y.2d 487, 492, 549 N.Y.S.2d 365, 548 N.E.2d 903 [1989] ). Defendants nonetheless contend that plaintiffs are not entitled to attorneys’ fees because they were not required to commence this action and instead should have first resorted to contractual remedies. We reject that contention. Where, as here, "an agreement is negotiated between sophisticated, counseled business people negotiating at arm's length ..., courts should be extremely reluctant to interpret an agreement as impliedly stating something which the parties have neglected to specifically include" ( Global Reins. Corp. of Am. v. Century Indem. Co. , 30 N.Y.3d 508, 518-519, 69 N.Y.S.3d 207, 91 N.E.3d 1186 [2017] [internal quotation marks omitted]). The relevant contractual provisions allow for the award of attorneys’ fees to the prevailing party in, without restriction, any judicial action instituted to enforce the subject contracts, and those provisions do not contain language limiting the availability of attorneys’ fees to situations in which litigation is "required" (cf. Blaylock & Partners, L.P. v. 609 Fifth Ave. Partners L.L.C. , 29 A.D.3d 476, 477 n. 1, 816 N.Y.S.2d 434 [1st Dept. 2006], lv dismissed 8 N.Y.3d 840, 830 N.Y.S.2d 692, 862 N.E.2d 783 [2007] ). Finally, there is no dispute between the parties that the court, in an attempt to add an entity related to LT Propco as a defendant, mistakenly added ostensible entity "Carousel Leasehold, LLC" as a plaintiff, and that the caption should be amended accordingly. We therefore modify the order and judgment by amending the caption to remove "Carousel Leasehold, LLC" (see generally Matter of Town Bd. of Town of Brighton v. West Brighton Fire Dept., Inc. , 126 A.D.3d 1433, 1435, 7 N.Y.S.3d 736 [4th Dept. 2015], lv dismissed 26 N.Y.3d 980, 18 N.Y.S.3d 593, 40 N.E.3d 570 [2015] ).