Summary
holding that "there can be no quasi-contract claim against a third-party non-signatory to a contract that covers the subject matter of the claim"
Summary of this case from Long Oil Heat, Inc. v. SpencerOpinion
2012-02-7
RANDALL'S ISLAND AQUATIC LEISURE, LLC, et al., Plaintiffs–Appellants, v. The CITY OF NEW YORK, et al., Defendants–Respondents.
Law Office of John Hoggan, PLLC, Albany (John D. Hoggan, Jr., of counsel), for appellants. Michael A. Cardozo, Corporation Counsel, New York (Victoria Scalzo of counsel), for The City of New York, The New York City Department of Parks and Recreation and The New York City Economic Development Corporation, respondents.
Law Office of John Hoggan, PLLC, Albany (John D. Hoggan, Jr., of counsel), for appellants. Michael A. Cardozo, Corporation Counsel, New York (Victoria Scalzo of counsel), for The City of New York, The New York City Department of Parks and Recreation and The New York City Economic Development Corporation, respondents. Weil, Gotshal & Manges LLP, New York (Jonathan Bloom of counsel), for The Randall's Island Sports Foundation, respondent.SAXE, J.P., FRIEDMAN, CATTERSON, FREEDMAN, MANZANET–DANIELS, JJ.
Order, Supreme Court, New York County (Karen S. Smith, J.), entered July 22, 2010, which granted defendants City of New York, New York City Department of Parks and Recreation, and New York City Economic Development Corporation's motion to dismiss the complaint as against them, unanimously affirmed, without costs.
Defendant New York City Economic Development Corporation (EDC) and plaintiffs Aquatic Development Group, Inc. (ADG) and Recreation Development, Inc. (RDI) are not signatories to the “Waterpark Concession Agreement” between plaintiff Randall's Island Aquatic Leisure, LLC (RIAL) and the City (through the Department of Parks and Recreation), which governs this dispute. Thus, ADG and RDI are not proper plaintiffs, and EDC is not a proper defendant, which alone is a sufficient ground on which to dismiss the complaint as against it. There can be no breach of contract claim against a non-signatory to the contract ( Nuevo El Barrio Rehabilitación de Vivienda y Economía, Inc. v. Moreight Realty Corp., 87 A.D.3d 465, 467, 928 N.Y.S.2d 510 [2011] ). There can be no claim of breach of the implied covenant of good faith and fair dealing without a contract ( American–European Art Assoc. v. Trend Galleries, 227 A.D.2d 170, 171, 641 N.Y.S.2d 835 [1996] ). And there can be no quasi-contract claim against a third-party non-signatory to a contract that covers the subject matter of the claim ( Bellino Schwartz Padob Adv. v. Solaris Mktg. Group, 222 A.D.2d 313, 313, 635 N.Y.S.2d 587 [1995] ).
The breach of contract claim against the City for terminating the agreement to build a recreation center fails because plaintiffs did not comply with the obligation to obtain financing. Plaintiffs' allegation of a course of conduct and oral promises extending their financing deadlines is belied by the record, which demonstrates that all extensions granted by the City were in writing, and reserved to the City all of its rights under the agreement, including the right to terminate if plaintiffs failed to meet certain financing conditions. Obtaining loan commitments by a date certain was a contractual obligation. Plaintiffs failed to meet the condition, and the City terminated the agreement. Thus, the breach of contract claim was correctly dismissed as against it ( see Jericho Group, Ltd. v. Midtown Dev., L.P., 32 A.D.3d 294, 298, 820 N.Y.S.2d 241 [2006] ). The good faith and fair dealing claim fails because the City's termination of the agreement was consistent with the agreement's express terms ( Phoenix Capital Invs. LLC v. Ellington Mgt. Group, L.L.C., 51 A.D.3d 549, 550, 859 N.Y.S.2d 46 [2008] ). The promissory estoppel claims fail because the statement that “possible loans” were being “considered” is not an allegation of clear and unambiguous promises upon which plaintiffs could reasonably have relied ( see New York City Health & Hosps. Corp. v. St. Barnabas Hosp., 10 A.D.3d 489, 491, 782 N.Y.S.2d 12 [2004] ). The estoppel claims fail for the additional reason that they do not allege “dut[ies] independent of the agreement” ( see Celle v. Barclays Bank P.L.C., 48 A.D.3d 301, 303, 851 N.Y.S.2d 500 [2008] ).
We have considered plaintiffs' remaining arguments and find them unavailing.