Reed Foundation, Inc. v. Franklin D. Roosevelt Four Freedoms Park Llc,

964 N.Y.S.2d 62 (N.Y. Sup. 2012)

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Nature of the Case

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Facts

P is a charitable organization. In 2010, P made a $2.5 million grant to the LLC (D), which enabled D to fund the Park's construction. D was required to complete construction of a structure called the 'Threshold' by 'no later than December 31, 2011.' The Agreements specifically mandated that construction of the Threshold 'will include' on an exterior west-facing wall, engraved text recognizing P for its contribution to the Park. This recognition is defined under the Agreements as the 'Threshold Recognition Text.' The Agreements also identify the artisan who is to oversee the engraving work on the Threshold. The Agreements recognize P's right to specific performance in the event the LLC fails to complete the Threshold, including the Threshold Recognition Text, according to the Agreement. D has failed to complete the Threshold Recognition Text in accordance with the Agreement. P sued D and asserts that the refusal to complete the Threshold, including the Threshold Recognition Text, is a breach of the Agreement. D acknowledged in the Agreement that P's remedies at law for D's 'failure to perform, breach or threatened breach' of its obligations under the Agreement 'would be inadequate and P would suffer irreparable harm as a result of such failure to perform, breach or threatened breach.' P seeks to enforce the Agreement by specific performance.