737 N.Y.S.2d 712 | N.Y. App. Div. | 2001
Order unanimously modified on the law and as modified affirmed without costs in accordance with the following Memorandum: Plaintiff commenced this action to recover damages allegedly sustained as the result of the failure of the Avenue of the Arts Development Project (Project) following the denial of State funding for the Project. Plaintiff had entered into a development agreement with defendant Syracuse Avenue of the Arts Redevelopment Corporation, a/k/a SAARC (SAARC), for the renovation of six buildings. Based upon alleged representations by employees and officials of defendants City of Syracuse (City) and City of Syracuse School District and City of Syracuse School District Board of Education (collectively, School District) that State funding for the Project was assured, plaintiff commenced Phase I of the Project. Pursuant to the terms of the development agreement, plaintiff purchased two buildings on February 11,1998 and commenced its renovation work. On July 10, 1998, the State Education Department advised the School District that three of the buildings involved in the Project were not eligible for State funding. Plaintiff thereafter suspended its work on the Project, filed notices of claim against the City on September 18, 1998 and the School District on September 21, 1998, and commenced this action on August 4, 1999.
Supreme Court properly granted those parts of the motions of the City and School District seeking dismissal of the causes of action alleging breach of contract, breach of implied contract and detrimental reliance against them. “To be valid, municipal contracts must comply with specific statutory requirements” (Town of Oneonta v City of Oneonta, 191 AD2d 891). Here, there was no agreement complying with Syracuse City Charter § 8-113 (1) (see, Syracuse Orthopedic Assocs. v City of Syracuse,
The court also properly granted those parts of the motions of the City and School District seeking dismissal of the fifth cause of action, alleging that SAARC is the alter ego for those defendants and seeking to pierce the corporate veil. “[A]n attempt of a third party to pierce the corporate veil does not constitute a cause of action independent of that against the corporation; rather it is an assertion of facts and circumstances which will persuade the court to impose the corporate obligation on its owners” (Matter of Morris v New York State Dept. of Taxation & Fin., 82 NY2d 135, 141). Further, neither the City nor the School District is an owner of SAARC and there is no basis for imposing the obligations of SAARC under the development agreement upon those parties.
The court properly denied that part of plaintiff’s cross motion seeking leave to amend the complaint to include causes of action for breach of contract, breach of implied contract, and detrimental reliance against the City and School District and seeking to pierce the corporate veil of SAARC. Those proposed causes of action manifestly lack merit (see, Washburn v Citibank [S. D.], 190 AD2d 1057). Plaintiff has not challenged on appeal those parts of the order dismissing the negligence cause of action against the City and the School District and denying that part of its cross motion seeking leave to amend the complaint to allege a negligence cause of action. Thus, any challenge to those parts of the order is deemed abandoned (see, Ciesinski v Town of Aurora, 202 AD2d 984).
Finally, we conclude that the court erred in granting that part of the cross motion seeking leave to amend the complaint to allege a cause of action for negligent misrepresentation against the City and the School District and denying those parts of the motions seeking dismissal of the seventh cause of action. We agree with the court that the claim did not accrue until July 10, 1998, as alleged in the proposed amended complaint, when plaintiff’s damages were ascertainable (see, Matter of Board of Educ. [Wager Constr. Corp.], 37 NY2d 283, 290; Matter of Bader v Board of Educ., 216 AD2d 708; Morawski v Board of Educ., 85 AD2d 850, 851, lv denied 57 NY2d 602), and that the action against the City and School District is not
We therefore modify the order by granting those parts of the motions of the City and the School District seeking dismissal of the cause of action for negligent misrepresentation and dismissing the complaint in its entirety against them and by denying plaintiffs cross motion in its entirety. (Appeals from Order of Supreme Court, Onondaga County, Major, J. — Amend Pleading.) Present — Pigott, Jr., P. J., Green, Pine, Hayes and Hurlbutt, JJ.