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Matter of Reed Found., Inc. v. Franklin D. Roosevelt Four Freedoms Park, LLC - 2013 NY Slip Op 3191, 108 A.D.3d 1, 964 N.Y.S.2d 152 (App. Div.)

Rule:

Aesthetic considerations extraneous to a contract cannot trump its terms.

Facts:

Petitioner Reed Foundation (Reed) contracted to give Respondent Franklin D. Roosevelt Four Freedoms Park, LLC (Roosevelt) a $2.5 million grant that enabled the latter to qualify for essential public funding. In exchange for the grant, Roosevelt contractually agreed to carving Recognition Text at a specified location. Thereafter, Roosevelt  was able to raise the necessary funds to complete the park. It was only after the necessary funds were raised and the park was essentially completed that Roosevelt  reneged on its obligation to engrave the recognition text at the specified location, citing aesthetic concerns. Reed then sued for a declaration that Roosevelt breached its contractual obligations, and prayed for an order directing specific performance of the agreements. The State Supreme Court entered an order that declared that Roosevelt had breached its contractual obligations. Roosevelt appealed.

Issue:

Can aesthetic considerations trump a carefully considered and crafted contractual provision dictating the specific location of an inscription on a work of art?

Answer:

No.

Conclusion:

The Court held that aesthetic considerations cannot trump a carefully considered and crafted contractual provision dictating the specific location of an inscription on a work of art. Accordingly, Roosevelt, which accepted grant money from Reed and agreed that certain text recognizing Reed's gift be carved into a wall at a specific location in a park commemorating an historical event, breached its agreement with Reed when it refused to allow the text in question to be carved at the agreed-upon location because that location was not the "best aesthetic." Further, Roosevelt was properly directed to specifically perform its part of the agreement inasmuch as it also agreed that, if it breached its obligations to Reed, the grantor, specific performance would be an appropriate remedy. The grantee Roosevelt's failure to perform its obligations would deprive Reed of recognition of its substantial contribution to the park in an inscription placed in a unique location that had special significance to Reed. According to the Court, specific performance was appropriate in situations involving unique articles or property having a special and unascertainable quality.

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