COR Motion To Dismiss Lawsuit

SUPREME COURT OF THE STATE OF NEW YORK
APPELLATE DIVISION, FOURTH DEPARTMENT
CITY OF SYRACUSE,
Plaintiff-Appellant,
-against-
AlT'll) W 1 1
IndexNo.: 2015EF5077
COR DEVELOPMENT COMPANY, LLC,
COR INNER HARBOR COMPANY, LLC,

COR SOLAR STREET COMPANY IV, LLC,
COR VAN RENSSELAER STREET COMPANY, LLC,

COR WEST KIRKPATRICK STREET COMPANY, LLC
and JOHN DOE,
Defendants-Respondents.
STATE OF NEW YORK
COUNTY OF ALBANY
ss.:
CHRISTOPHER E. BUCKEY, being duly sworn, deposes and says:

1.
I am a member of Whiteman Osterman & Hanna LLP, attorneys for Defendants-
Respondents COR Development Company, LLC, COR Inner Harbor Company, LLC, COR
Solar Street Company IV, LLC, COR Van Rensselaer Street Company, LLC, and COR West
Kirkpatrick Street Company, LLC in this matter.
2.
I submit this affidavit in support of Defendants-Respondents' motion to dismiss
Plaintiff-Appellant's appeal for failure to perfect within the sixty-day period provided in this
Court's rules. (22 NYCRR 1000.2 (b)).
4832-3079-5567, v. 1
Plaintiff-Appellant commenced this action by summons and complaint dated
3.
December
15,
2015
alleging,
among
other
things,
that
Defendants-Respondents
made
misrepresentations to it in connection with the transfer of certain land. Plaintiff-Appellant also
filed a notice of pendency against certain property at issue in the action.

4.
By order dated January 25, 2016, Supreme Court dismissed two causes of action
in the complaint, including the fifth cause of action for rescission of the parties' Disposition
Agreement dated August 27, 2012 (the "Disposition Agreement"). A copy of Supreme Court's
order is attached hereto as Exhibit A. In dismissing the rescission cause of action, Supreme Court
did not reach the merits. Rather, Supreme Court determined that: (A) Plaintiff-Appellant had an
adequate remedy for its claims; namely, damages; and (B) it would be "virtually impossible to
restore the status quo" if the Disposition Agreement was rescinded. (Exhibit A [December 30,
2015 transcript, at 6]).
As a result of the dismissal of the rescission claim, Supreme Court also vacated
5.
the notice of pendency filed by Plaintiff-Appellant in connection with this action. Supreme Court
held that, because the rescission cause of action had been dismissed, the action did "not affect,
title, possession use or enjoyment of real property as contemplated" by CPLR 6501. (Id.
[December 30, 2015 transcript, at 7]).
6.
By notice of appeal dated and served on February 1, 2016, Plaintiff-Appellant
appealed from this order. A copy of the notice of appeal is attached as Exhibit B.
7.
Under Section 1000.2 (b) of this Court's rules, Plaintiff-Appellant was required to
perfect its appeal within sixty days. More than sixty days have elapsed since service of the
notice of appeal and Plaintiff-Appellant has not perfected its appeal.
4832-3079-5567, v. 1
8.
Accordingly, Defendants-Respondents respectfully request

that this Court enter
an order dismissing the appeal for failure to perfect within

the time period provided for in this
Court's rules.
9.
Defendants-Respondents also respectfully submit that the

instant appeal, at least
as it relates to the dismissal of the rescission cause of action

and the cancellation of the notice of
pendency, has been rendered academic. By order and judgme
nt dated February 29, 2016,
Supreme Court granted the converted motion of Defendants-Re
spondents for summary judgment
and dismissed this action in its entirety. A copy of the notice

of entry of Supreme Court's order
and judgment is attached hereto as Exhibit C. A copy of the
December 15, 2016 complaint filed
by Plaintiff-Appellant in this action is attached hereto as Exhibit
D. Supreme Court's judgement,
inter alia, dismissed on the merits the second (fraudulent misrepr
esentation) and third (fraudulent
inducement) causes of action in the complaint. These were the

only claims upon which PlaintiffAppellant could premise a request for rescission. Additionally,
the request for rescission was the
only claim which affected title, possession, use or enjoyment of

real property and, therefore, was
the only basis for the filing of a notice of pendency in this action.
See CPLR 6501 .
10.
Pursuant to 22 NYCRR 202.5-b(h)(3), Defendants-Re

spondents served notice
of entry of Supreme Court's order and judgment on Februa

ry 29, 2016. (See Exhibit C). Thus,
Plaintiff-Appellant was required to file and serve its notice
of appeal from the order and
judgment on or before March 30, 2016. See CPLR 5513(a)

. To date, Plaintiff-Appellant has
not served the notice of appeal and, therefore, it cannot challen
ge the dismissal of this action in
its entirety.
4832-3079-5567, v. 1
11.
Thus, the only claims for which Plaintiff-Appellant could seek rescission have
been dismissed on the merits and that dismissal cannot be challenged. This means that, even
if
Plaintiff-Appellant could demonstrate Supreme Court's dismissal of the fifth cause of action
in
the January 25, 2016 order (Exhibit A) was erroneous, Plaintiff-Appellant, as a matter of law,
is
not entitled to rescission. Additionally, since Plaintiff-Appellant is not entitled to rescission,
there is no lawful basis for filing a notice of pendency in this action. Accordingly, any challenge
to Supreme Court's January 25, 2016 order cancelling the notice of pendency in this action
also
has been rendered academic.
CHRISTOPHER K BUCICEY
n to before me this
snay of April, 2016
N0,a7,PUdSslErN?Int<f
4832-3079-5567, v. 1
EXHIBIT A
[FILED:
NYSCEF
INDEX
ONONDAGA COUNTY CLERK 01/25/2016 02:54 PM)
DOC.
NO.
94
NO.
2015EF5077
RECEIVED NYSCEF:
01/25/2016
At an IAS Term of the Supreme

Court of the State of New York,
held in and for the County of

Onondaga at the Courthouse
thereof in Syracuse, New York
on the 30th day of December, 2015.

PRESENT: HON. JAMES P. MURPHY, J.S.C.
SUPREME COURT
STATE OF NEW YORK
COUNTY OF ONONDAGA
CITY OF SYRACUSE
ORDER
Plaintiff,
Index No.: 2015EF5077

v.
COR DEVELOPMENT COMPANY, LLC

COR INNER HARBOR COMPANY, LLC
COR SOLAR STREET COMPANY IV, LLC

COR VAN RENSSELAER STREET COMPANY, LLC
COR WEST KIRKPATRICK STREET COMPANY, LLC,
and JOHN DOE.
Defendants.
WHEREAS, on or about December 15, 2015, Plaintiff City of Syracuse ("Plaintiff')

commenced this action by filing a Summons and Complaint in the Office of the Onondaga
County Clerk;
WHEREAS, contemporaneous with the commencement of this action, Plaintiff filed a
Notice of Pendency of Action in the Office of the Onondaga County Clerk against
certain
real
property owned by Defendants COR Development Company, LLC, COR Inner Harbor
Company, LLC, COR Solar Street Company IV, LLC, COR Van Rensselaer Street Company,
LLC, and COR West Kirkpatrick Street Company, LLC (collectively "Defendants"), a copy
of
which is attached hereto, as Exhibit A (the "Notice of Pendency").
WHEREAS, on or about December 18, 2015, Defendants, by their attorneys, Whiteman
Osterman & Hanna, LLP and Mannion & Copani, moved for, among other things, an
order
pursuant to CPLR 3211 and CPLR 6514(a), directing the Onondaga County Clerk to cancel
the
Notice of Pendency, dismissing the action in its entirety, scheduling an inquest pursuant to
CPLR
6514(c) to determine the costs and expenses of Defendants occasioned by the filing
and
cancellation of the Notice of Pendency, and awarding Defendants costs and attorneys'
fees
pursuant to 22 NYCRR 130-1.1 as a sanction for Plaintiffs frivolous conduct.
WHEREAS, on December 30, 2015, the Court heard oral arguments by counsel for
Plaintiff and Defendants and issued a bench decision on Defendants' motion, a copy of which
is
attached hereto as Exhibit B.
Now, upon reading and filing the Order to Show Cause dated the 18th day of December
2015; the Affidavit of Steven F. Aiello, in support of the motion, sworn to on the 18th day
of
December, 2015; the Summons and Verified Complaint; the Notice of Pendency;
the
Affirmation of John A. Sickinger, Esq., in opposition to the motion, dated the 28th day
of
December, 2015; the Reply Affidavit of Christopher E, Buckey, Esq., sworn to on the
29th day
of December, 2015; and after hearing arguments by Christopher E, Buckey, Esq., counsel
for the
Defendants, and John A. Sickinger, Esq., counsel for the Plaintiff, on December 30,
2015, and
after due deliberation having been held thereon, in accordance with the Court's bench decision,
it
is
ORDERED that Defendants' motion to dismiss the First Cause of Action

in the
Complaint for breach of the implied covenant of good faith and fair dealing is hereby
granted,
and it is further
ORDERED that Defendants' motion to dismiss the cause of action in the Complain
t for
rescission is hereby granted, and it is further
ORDERED that Defendants' motion to dismiss the Second Cause of Action
in the
Complaint for fraudulent misrepresentation, the Third Cause of Action in the Complain
t for
fraudulent inducement, and the Fourth Cause of Action in the Complaint for promisso
ry estoppel
is hereby denied without prejudice, and it is further
ORDERED that Defendants' motion to dismiss the Second Cause of Action

in the
Complaint for fraudulent misrepresentation, the Third Cause of Action in the Complain
t for
fraudulent inducement, and the Fourth Cause of Action in the Complaint for promisso
ry estoppel
will be considered as a motion for summary judgment pursuant to CPLR 3211(c),
returnable on
January 21, 2016 at 2:00 P.M., and it is further
ORDERED that the Notice of Pendency be and the same is hereby cancelled
and
discharged as of record as to all parcels upon which it has been recorded' pursuant
to CPLR
6514(a), and it is further
ORDERED that the Onondaga County Clerk is hereby directed to cancel and discharge
the Notice of Pendency, to enter a notice of cancellation and discharge on the margin
of the
record of the Notice of Pendency, and to index this cancellation and discharge in Defendan
ts'
chain of title, and it is further
ORDERED that Defendants' application to schedule an inquest pursuant to CPLR

6514(c) is denied, and it is further
ORDERED that Defendants' application for an award of attorneys' fees pursuant to

22
NYCRR 130-1.1 is denied.
Enter,
Dated: January ^^2016
12
Hon, James P/Murp]
4
MO-tuMxas.v. t
EXHIBIT A
IF I LEDs
ONONDAGA COUNTY CLERK 12/15/2015
NYSCEF DOC.
NO.
INDEX NO.
2015EF5077
RECEIVED NYSCEF:
12/15/2015
11; 15 AMI
STATE OF NEW YORK

SUPREME COURT
COUNTY OF ONONDAGA
CITY OF SYRACUSE,
Plaintiff,
vs.
NOTICE OF PENDENCY
OF ACTION
Index No,;

COR INNER HARBOR COMPANY, LLC.
COR WEST KIRKPATRICK STREET COMPANY, LLC, and
JOHN DOE.
Defendants.
NOTICE IS HEREBY GIVEN, that an action has been commenced and is now pending
in the Supreme Court of ONONDAGA County upon the Complaint of the above Plaintiff against
th$ above-named Defendants, filed herewith. The Complaint alleges that COR Development
Company, LLCand the special purpose entities and/or affiliates of COR Development
Company, LLC: COR Inner Harbor Company, LLC, COR Solar Street Company IV, LLC, COR
Van Rensselaer Street Company, LLC, and COR West Kirkpatrick Street Company, LLC
(hereinafter "Defendant COR")fraudulently induced Plaintiffto enter into a Disposition
Agreement (dated August 27, 2012) and subsequently transfer ownership and control of the real
property (hereinafter 'premises") described in "Exhibit I - Legal Description Of Premises By
Parcels Deeded To Defendant COR," and "Exhibit 2 - Legal Description Of Premises1 Parcel
A2," attached hereto and made part hereof, as part of the Syracuse Inner Harbor Project. Parcel
A2 is committed to be transferred to Defendant COR under the Disposition Agreement.
Plaintifffarther alleges k the Complaint that Defendant COR breached the implied
covenant of good faith and fair dealing with Plaintiffwhen Defendant COR sought and obtained
a payment in lieu of taxes ("PILOT") agreement with the Onondaga County Industrial
Development Agency ("OCIDA"), after Defendant COR impliedly promised and represented
that it would not seek any PILOT agreements. Accordingly, in its Complaint, Plaintiff asks the
Court to rescind die Inner Harbor Disposition Agreement between Plaintiff and Defendant COR
in its entirety, and resckd all deeds transferred pursuant to the same Disposition Agreement
AND, NOTICE IS FURTHER GIVEN, that the premises and parcels described in such
civil action affected by this lawsuit wereat the time of the commencement ofthis action for
rescission ofthe Inner Harbor Disposition Agreement and rescission of all deeds conveyed to
Defendant COR pursuant to the same agreement, and at the time of the filing ofthis Notice
situated in the County of ONONDAGA and State ofNew York, and are described in Exhibit 1
and Exhibit 2 attached hereto and made part hereof-i.e.:
Exhibit It Parcel A-I, Lot A3, Parcel B (Lots Bl-1, B2-1, B2-2, B2-3, B2-4, B2-5, B2 Iron Pier Drive, B2 -North Geddes, and B2 - Salt Shed Drive) Parcel C (Lots C-l, C-2,
and C-3); and
Exhibit 2: Parcel A2.
The Clerk of the County of ONONDAGA, is directed to index this Notice against the
names of all Defendants.
Dated; December 15, 2015

Syracuse, New York
Robert P, Stamey, Esq.
Corporation Counsel
By:
i...
tfj
JdfiNA. SICKINGER, ESQ.

Assistant Corporation Counsel
Attorney for Defendant
City of Syracuse
300 City,Hall
Syracuse, New York 13202
Tel.; (315)448-8400
jsicldnger@syrgov.net
Exhibit 1 :
Legal Description Of Premises, By
Parcels Deeded To Defendant COR
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ALL THA|[ TiAtT oi. PARCEL <jp LAND, state in the City of Syracuse, County of
$X: Onondaga, JState of fyew YorK. ana boitig pajjjof Marsh Lots 34, and 35 in said ($ty and being
[ w mpre particularly descriWd JaB'.'ibllo^s: Commencing at the present bte^sOetiofl of the
1 r/\ wwthWestciiy stteet line of $est;KbkjWc&treet with the southwesterly stWihw of Solar
'
sNl
iLIM(
<?l '
1
'?
Street^thenê S,|56013'50HiW,;^long saio norl {westerly street line of West fd&patricfc street, a
distance of206.29 feet to the Sctuaipolijt oft jginning; thence S.5613,50"^;I continuing along
j the northwesterly street line W tyesritirkpktrick Street, a distancej0H 709.52
to its
./
t inticrsec|ion !with, tKes norâsWlylrig^trof-my line of Onondaga

thence along said ,f
1 northeasterly right-of-way line of Qnondagai Creek, the followinftCcowrses a^d distances,
i NJ73WS"i WJa distance of 52*71 Act, M63C05,Q7MW., a dyMtfW.ft feet; thence
N4n4'W"&, a distance pf 43.93 feetpthen$ N.3350*O5"W.a distance of 26.68 feet to 16

* intersection^dth-the' southeastftifly'tine of iands to be retained by the State ofNew York; thejfce
along said southeasterly line of lands to be retained by the . State of New York the folloyftng
courses and,distances< N.33?50,05<,WXa distaiice of 31.90 feet, N.5609'55"E., a distance of
60.06 feet, S^SOWE, a distance of 31.90 feet,
ft distance *f 627.30 feet;.
thence S.871935m,E., a distance of 85.62 feet; thence S.5648'12"E., a distance of 72.75 feet;
thence S. 33 1V48"W a distance of 82.31 feet to the point of beginning. '
Appro*
attftrisd!c|itt9..
ay*j
AasitiitCorpnitton< tonttti.
J*-
f.- ..
SCHEDULE A
ALL THAT TRACT OR PARCEL OF LAND situate in Use City of Syracuse, County of
^ A f Barge Canal lands into Lots At, A2, A3, A4, A5, A6, B1 &B2 according to a rtiap of srdd trad
^ Lj I
filed in the Onondaga County Clerk's Office April 30, 2012 as Map No. 1 1527,
$/W
Being more particularly described as: Commencing at the present intersection ofthe northwesterly
O/ y I
7 vr /
V; /
jtyi
street Une ofWest KJrkpatrick Street with toe southwesterly street line ofSolar Street; thence
W., along-said southwesterly street line ofSolar Street, a distance of961.84 feet to the
actual point ofbeginning; thence N, 5026'30" W. continuing alongthe southwesterly street line of
Solar Street, a distance ofl81.23 feer, thence S. 56*13*31" W., a distance of 514,33 feet; thence
^ / jf/ s. WQS'OI"W., a distance of 37338 feet; thence N. 5026,30y W a distance of 163.25 feet;
.si
/ -thence S.;43'32,49,,.W.I a distance of $8-28 feet to the shoreline of the Barge Canal Terminal;
>7
thence along said shoreline ofthe Barge Canal Terminal, the following courses and distances,
*/
/
S. 55*13'46" B., a distance of227.66 feet, along a curve to the left having a radius of475.00 feet, a
distance of 443.96 feet, N. 71*13*08" E, a distance of 56.30 feet to Its intersection with lands
retained by the State of New York; thence along said land retained by the State of New York the
following courses and distances, N. 3349*57" W.. a distance of 2532 feet, N. 56W03" R, a
distance of 402.20 feet; S. 50*28'08" E., a distance of 26.50 feet, thence N. 56*10*03** E., a distance
of 156.13 feet to thepoint ofbeginning.
Containing 3-94 acres ofland more or less.
ApvranSoBtytttofbmudteullty.
-A )
W&i
Anirant CcrponSoB twMM
'
LstSlrl
ALL THAT TRACT OR PARCEL OF LAND, situate in the City of Syracuse, County of
Onondaga and State ofNew York, being part of Lot B1 ofthe Resubdivision ofAbandonedNew
<n
York State Barge Canal Terminal Lands into Lots Al, A2* A3, A4, A5, A6 B1 & B2 according
'
'
to a map of said resubdivision filed April 30, 2012 as Map No. 11527 in die Onondaga County
Clerk's Office, bounded and described as follows:
'
Beginning at the intersection of the northeasterly boundary of Van Rensselaer Strectwith
*
; '
the northwesterly boundary ofWest Kirkpatrick Street: running thence N 50*26*30" W along
said northeasterly boundary of Van Rensselaer Street a distance of266.01 feet to a point therein;
eS*
thence through said tot Bl ofthe above mentioned Resubdivision the following courses and
. $
distances: 1) N 3W30" E. 367,71 feet; 2) N 50*26*30" W, 90.00 feet; 3) N 53*19*43" W.
1A
*T
531.40 feet; 4) N 5026*30M W, 367.33 feci; 5) S 39*33*30" W, 20.91 feet to a point in the
northeasterly boundary of said Lot B2; thence N 53*19*03" W along said northeasterly boundary
of tot B2, a distance of 70. 16 feet to a point in a southeasterly boundary of lands conveyed to
the State of New York by deed recorded in Book 5 197 of Deeds at page 579; thence N
, . 4332'49" E along said southeasterly boundary of lands conveyed to the State ofNew York, a
distance of 6 1 .08 feet to a corner therein; thence southeasterly along the southwesterly boundary
of said lands conveyed to the State of New York the following courses and distances: 0 S
.
46*42*20" E.,95.63 feet; 2) S 6035,40* E, 208.72 feet; 3) S 53*40*39" E, 30351 feet; 4) S

48*01 *30" E, 402.24 feet; 5) S 5519'14"* Et 94.52 feet; 6)N 84*25*05" E, 20.22 feel; 7)S
50*43*53" E, 62.19 feet; 8) S 06*09*12" E, 16.57 feet; 9)S70*U*17"E, 99.93 feet; I0)N
38*34*20" B, 21 .25 feet; II) S 65*46*10" E, 49.66 feet; 12) N 57*14*09" E, 64.48 feet; 13)N
A|jtfâ|)yutoftaraiiirfl4ialll&
By:
flLdbrUfrl
AttfMMtOnpM'fltiMOu
5049'36w W, 1 4,25 feet; 14) N 56*09*55* E, 73 .64 feet to a point in the southwesterly
boundary of said Lot At ; thence southerly, southwesterly and southeasterly along said
southwesterly boundary of Lot A1 the following courses and distances: 1)S3350WE, 26.68
feet; 2) S57I4WW, 126.84 feet; 3)S 774r55HE, 61,79 feet; 4) S
E, 47.00
feet; 5)S402r50" E. 35,81 feet to the aforementioned northwesterly boundary of West

Kirkpatrick Street; thence southwesterly along said northwesterly boundary of West Kirkpatrick
the following courses and distances: I)S56ol3'50*W,189.52fcet; 2) $643riO"W, 369.77

feet to the point of beginning.
-
Intending to describe New Lot BH of the Resubdivision ofLotBl and Lot B2 of '
Resubdivision of Abandoned New York State Barge Canal Terminal Lands into Lots Al, A2,
A3, A4, AS, A6, B1 & B2 into New Lots Bl-1, B2-1, B2-2, B2-3, B2-4 & B2-5 and Future
Streets according to a map by latum & Romans Land Surveying, P.C. dared February 18, 2014
to be filed in the Onondaga County Clerk's Office.

Subject to any easements or restrictions of record.
Approved only u to Am md kgaflfyi
By
JkjL
Aiahtmt Cbrpontton CoimcI
SCHBBIMA
Mm
ALL THAT TRACT OR PARCEL OF LAND, situate inthe City of Syracuse, County of
e>A
Onondaga and State ofNew York, being part of Lots B1 and B2of the Resubdivision of
Abandoned New York State Barge Canal Terminal Lands into Lots AI, A2, A3,'A4. A5. A6, Bl
& B2 according to a map of said resubdivision filed April 30, 2012 as Map No, 11527 in the
Onondaga County Clerk's Office, bounded and described as follows:
Beginning at a point in the current southeasterly boundary of lands conveyed to the State
ofNew York by deed recorded in Book 5197 ofDeeds at page 579 in the Onondaga County
Clerk's Office, said point being the northerly most comer of said Lot B2 and the westerly most
corner of said LotBl ofthe above mentioned Resubdivision; running thence S53l 9*03" E
. along the northeasterly boundary ofsaid Lot B2 and the southwesterly boundary of said Lot Bl
ofthe above mentioned Resubdivision, adistaneeof70.16feetto a point therein; thence
northeasterly, southeasterly, southwesterly end northwesterly through said Lot Bl and said Lot
B2 of the above mentioned Resubdivision the following courses and distances; 1 ) N 3933'3(T
..E, 20.91 feet; 2)S5Q26'30"E, 367.33 feet; 3)S 531 9*43" E, 30.04; 4) S 3933*30" W,
91 .01 feet; 5) N 50e26r3(T W,471 .94 feet to a point in said southeasterly boundary of lands
conveyed to the State of New York; thence N 4332,49" E along said southeasterly boundary of
lands conveyed (o the State ofNew York, a distance of 65.23 feet to the point ofbeginning.
Intending to describe New Lot B2-1 of the Resubdivision ofLot Bl and Lot B2 of
Resubdivision ofAbandoned New York Slate Barge Canal Terminal Lands into Lots Al, A2,
A3.A4, A5, A6, Bl & B2 into New Lots Bl-1, B2-1, 02-2, B2-3, B2-4 & B2-5 and Future
Approved
Bvi
form and kfp&ty. .
J
AubUM CarporaSoa Cwtmd (,
'
Streets according to a map by lanuzi & "Romans Land Surveying, P.C. dated February 18, 2014
.
A|
infyintofbnnaiikttfty.
m<s
Byi
Auto* Kt <Vpittoa OmimI
....
..
SCHEDULE A
iMtiH
ALL THAT TRACT OR PARCEL OF LAND, situate ki\n City of

Syracuse, County of
Onondaga and State ofNew York, being part of Lot B1 find Lot B2
ofthe ReaubdMsionof
Abandoned New York State Barge Canal Terminal lands into Lots AI, A2,
A3, A4, A5, A6( B!
_
& B2 according to a map of said tesubdlvlslon filed April 30, 2012

as Map No, 1 1527 in the
Si
^
Onondaga County Clerks Office, bounded and described as follows:
Beginning at a point in said Lot B2 of the above mentioned Resubdl

vision, said point
being the following courses and distances from the Intersection of the northeas
terly boundary of
Van Rensselaer Street with the northwesterly boundary ofWest Kirkpatr
ick Street; 1 ) N
5026W W along said northeasterly boundary of Van Rensselaer Street,

356.01 ffcct to a point
therein; 2) N 3933W E through said Lot B2, 254,00 feet; 3)N 5026W
W continuing
through said Lot B2, 30.00 feet to (he actual point ofbeginning; running
thence northwesterly,
northeasterly; southeasterly and southwesterly continuing through said
Lot B2 and through said
LotBl of the above mentioned Resubdlvisionthe following courses
and distances: 1)N
5026WW, 420.00 feet; 2) N 3933W B, 91.01 feet; 3) S53IWE,

420.53 feet; 4)S
3933 WW, 1 12. 19 feet to the point of beginning.
Intending to describe New Lot B2-2 ofthe Resubdlvision of Lot B1 end Lot
B2 of
Resubdlvision ofAbandoned New York State Barge Canal Termina
l Lands into tats Al, A2,
A3, A4, AS, A6,B1 & B2 IntoNcw Lots BM, B2-I, B2-2, B2-3, B2-4 &
B2-5 and Future
Appraittl &k( m lo fcra aod tet*1Uy.
Byi
iUi
Animal CwjMMtion Coi
Streets according to a map by lanuzi & Romans. Land Surveying. P.O. dated Febmary 18. 2014
to be filed in the Onondaga County Cleric's Office, .

Subject to any easements or restrictions ofrecord.
Byr
AmdrtiM Cttrywitkn CmiomI
'
* o
SfflBmBA
LotB2-3
' ALL THAT TRACT OR PARCEL OF LAND, situate in the City of Syracuse, County of
Onondaga and Slate of New York, being part of Lot B2 of the Resubdlvision of Abandoned New
m ft
' York State Barge Canal Terminal Lands into Lots AL A3. A3, A4, A5, A6, B1 & B2 according
.
to a map of said resubdlvision filed April 30, 2012 as Map No. 11527 in the Onondaga County
Clerk's Office, bounded and described as follows*,
Beginning at a point In the current In the current northeasterly boundary of Van
3"
Rensselaer Street, said point being 836.01 feet distant northwesterly along said northeasterly
boundary of Van Rensselaer Street from its intersection with the northwesterly boundary of West
Kiikpatrick Street; running thence N SOWSO" W along said northeasterly boundary of Van
Rensselaer Street, a distance of360.00 feet to a point therein; thence northeasterly,

southeasterly and southwesterly through said Lot B2 of the above mentioned Resubdivision the
following courses and distances: 1) N 3933'30n E, 194,00 feet; 2) S 5026'30" E, 360,00 feet;
3) S 3933'30w W, 194.00 feet to toe point of beginning.

Intending to describe New Lot B2-3 of the Resubdlvision of Lot Bl and Lot B2 of
Resubdivision of Abandoned New York State Barge Canal Terminal Lands into Lots Al, A2.
A3, A4, A5, A6, BI & B2 into New Lots Bl-1. B2-l,B2-2, B2-3, B2-4 & B2-5 and Future
Streets according to a map by Ionuzi & Romans Land Surveying. P.C, dated February 18, 2014
to be filed in toe Onondaga County Clerk's Office.
Af fiwri tp* a i to Am and hgUKy.
Byt
luitfh
AHUtut Corporate* (MmmI
' 11
SCHEDULE A
L?l
Onondaga and State of New York, being part ofLot B2 ofthe Reaubdlvision of Abandoned New
York State Barge Canal Terminal Lands into Lots A1 , A2, A3, A4, A5, A6, B1 ft B2 according
to a map ofsaid resubdivision filed April 30. 2012 as Map No. 1 1527 In the Onondaga County
Beginningat a point in the current northeasterly boundaryofVan Rensselaer Street, said
"3
point being 4l6.0lfeet distant northwesterly along said northeasterly boundary of Van
Rensselaer Street from its intersection with the northwesterly boundary of West Kirkpatrick
Street; running thence N 50*26*30" W along said northeasterly boundary of Van Rensselaer
Street, a distance of 360.00 feet to a point therein; thence northeasterly,, southeasterly and
southwesterly through said Lot B2 of the above mentioned Resubdivision the following courses
and distances: 1)N 39*33*30-' E, 194,00 feet; 2)S5W30"E, 360.00 feet; 3)839*33*30"
W, 194,00 feet to die point of beginning.
.
. Intending to describe New Lot B2-4 of the Resubdivision of Lot B1 andLotB2of
Resubdivision of Abandoned New York State Barge Canal Terminal Lands into Lots A1, A2,
A3, A4, A5, A6, B1 ft B2 into New Lots-BI-1, B2-1, B2-2, B2-3, B2-4 & B2-5 and Future
Streets according to a map by lanuzi ft Romans Land Surveying, P.O. dated February 1 8. 201 4
Approved Mfy u to torn aid (tgilltf.
b>.
(Mjlo
Auktwt Cfy-portikm Own#
'
SCHEDULE A
Lot B2-5
ALL THAT TRACT OR PARCEL OF LAND, situate in tie City of Syracuse, County of
Onondaga and State of New York, being part of Lot B1 and LotB2 ofthe Resubdivishm of
Abandoned New York State Barge Canal Terminal Lands into Lots Al, A2, A3, A4, A5, A6, B1
& B2 according to a map of said resubdivi&ion Bled April 30, 201 2 as Map No, 1 1 527 in the
Onondaga County Clerk's Office, bounded and described as follows:
Beginning at a point in the current northeasterly boundary of Van Rensselaer Street, said
^3
point being 266.01 feet distant northwesterly along said northeasterly boundary ofVan
Rensselaer Street from its intersection with the northwesterly boundary of West KIrkpatrick
Street; running thence N 5026'30M W along said northeasterly boundary of Van Rensselaer
Street, a distance of90.00 feet to a point therein; thence northeasterly, northwesterly,

northeasterly, southeasterly and southwesterly through said .Lot B1 and Lot B2 Gfthe above
mentioned Resiibdivision the following courses and distances: 1)N3933"3(T E, 254.00 feet;
2)N W31TW, 30.00 feet; 3)N39W3trB, 112.19; 4)S5319'43* E, 30,04 feet; 5)S
5026'30" E, 90.00 feet; 6) S W1VW W, 367,71 feet to the point of beginning.
Intending to describe New LotB2-5 of the Resubdivision ofLot B1 and Lot B2 of

Resubdivision of Abandoned New York State Barge Canal Terminal Lands Into Lots At, A2,
A3, A4, A5, A6, Bl & B2 into New Lots Bl-l, B2-1, B2-2, B2-3, B2-4 & B2-5 and Future
Streets according to a map by lanuzi & Romans Land Surveying, P.O. dated February 1 8, 201 4
to be filed in the'Onondaga County Clerk's Office.
AW
(o fomt ud Ifflllty.
Aubttnt OorporatlanCouBwl
'
SCHEDULE A
Iron Pier Drive
Onondaga and State ofNew York, being part of*
B2 ofthcResubdlvlsion of Abandoned New
York State Barnc Canal Terminal Lands fyto Lots AI, A2, A3, A4f A5, A6, B1 Sc B2 according
^
to a map of said resubdivisign filed April 30, 20 1 2 as Map No. 1 1 527 in the Onondaga County
ep
Beginning at a point in the current northeasterly boundary ofVan Rensselaer Street, said
point being 780.29 feet distant northwesterly along said northeasterly boundary ofVan
Rensselaer Street from its intersection with tho northwesterly boundary of West Klrfcpatrick
Street; running thence N 50W30" W along said northeasterly boundary of Van Rensselaer
Street, -a distance of 60,00 feet to a point therein; thence northeasterly, southeasterly and
. ' " southwesterly through said Lot B2 of the above mentioned Regubdivision the following courses
and'distanccs:l)N3933$30,%E( 190,00 feet; 2) S 50fl26\30" E, 60.00 feet; 3) S 3933'30w W,
1 90.00 feet to the point ofbeginning, containing 1 1 ,400 square feet ofland, more or less,
-
API
ufo fern and lt|iUty.
MX&\\aumMua
Anlrtwrt Cnrpontiott Cow
'
I.
ktowma
North Geddcs
Onondaga and State of New York, being part ofLotB2 of the. Resubdivision of Abandoned New
York State Barge Canal Terminal Lands into Lots Ai, A2, A3, A4, A5, A6; B1 & B2 according
r\
V*
to a map of said resubdivision Bled April 30, 2012 as Map No. 11527ln the Onondaga County
Clerk's Office, bounded and described as follows;
Beginning at a point in the current northeasterly boundary of Van Rensselaer Street, said
point being 1 ,204.29 feet distant northwesterly along said northeasterly boundary ofVan
Rensselaer Street from its intersection with the northwesterly boundary of West Khkpatrfck
Street; running thence N 50^26*30* W along said northeasterly boundary ofVan Rensselaer
-
Street adIstanceof33.47ftettoapdinttherein; thence northerly and northeasterly along the
westerly#, northwesterly boundary ofsaid Lot B2 of the above mentioned Resubdivision the
following-courses and distances; l)NO026'36"E, 44.01 feet; 2)N1059'44M W, 34.00 feet;
3) N 4332'49" B, 134.58 feet to a point therein; thence southeasterly and southwesterly
through said Lot B2 of the above mentioned Resubdivision the following courses and
.
distances',1) S 50W30* B, 78.12 feet; 2) S 3933'30" % 190.00 feet to the point of beginning,
-
containing 14,340 square feet of land, more or less.

Al
,orty it to form and ttfaJIfy.
M&0
Attbteat (ferporatkm foumi
scwBPvy;A
ALL THAT TRACT OR PARCEL OF LAND, situate in the City of Syracuse. County of
Onondaga and State of New York, being part of Lot B2 of the Rcsubdivision of Abandoned New
^
York State Barge Canal Tenuinal Lands into Lots A1 , A2, A3, A4, A5, A6, B1 & B2 according
to a map ofsaid rcsubdivision filed April 30, 2012 as Map No. 1 1 527 in the Onondaga County
Clerk's Office, bounded and described as follows;
Beginning at apoint in the current northeasterly boundary of Van Rensselaer Street said
point being 356.29 feet distant northwesterly along said northeasterly boundary of Van
Rensselaer Street horn Its Intersection with the northwesterly boundary of West Kirkpatrick
Street; running thence N 5026'30" W along ssld northeasterly boundary ofVan Rensselaer
Street a distance of 60.00 feet to a point therein; thence northeasterly, southeasterly and
southwesterly through said Lot B2 ofthe above mentioned Rcsubdivision the following courses
and distances:! ) N 39*33*30" E, 190.00 foot; 2) S 5026'30H E, 60.00 feet; 3) S 3933'30M W,

190.00 feet to the point ofbeginnlng, containing 1 1,400 square feet of fand. more or less.
Approve
rovel only M to toftMtwl
ton* ntd legality.
legality
eyi
Aarirtent Onrporatton CVuma
V\ .
Street *0* a distance of 60.00 feet to the point ofbegtaning, containing 55*442 square feet of
land, more or less.
Mproved oily m to for* .ttd WfiHty.
uVldVt
Aukloni Cerpiwiflon (IoukmI
. .
SCHEDULE A
ALL THAT TRACT OR PARCEL OF LAND located in the City of Syracuse, County of
Onondaga, State of New York, being pert of Pastures Lots 1-4 in said city, and being more
particularly described as follows: beginning at the intersection of the southwesterly street line of
Van Rensselaer Street with die northerly street line of West Kirkpatrick Street; thence S,
75457*40" W along said northerly street line of West Kirkpatrick Street, a distance of 59533
feet to its intersection with the former easterly line of Onondaga Creek; thence along said former
v,
easterly line of Onondaga Creek the following courses and distances: N.1037'25"W, a distance
N33*22'05HW, a distance of 38.22 feet, N.46*20'35"W. a distance of 46.29 feet.

N.462t'13MW. a distance of 53.75 feet, N37447,lTW. a distance of 100.72 feet.
N.3929' 14"W.*a distance of 100.40 foot, N;43#29*06**W. a distance of 100.02*,
of 36.30 feet, N.1942>35"W. a distance of 50.64 feet, N26W25*W, a distance of 54.55 feet,
a distance of 100.40 feet, and N49412*19>*W, a distance of 85.88 feet to its intersection with fee
" " easterly street line of North Geddes Street; thence N.12*45'20**B. along said easterly street line
.
&
yj
*
ofNorth Geddes Street, a distance of 261.67 feet to its intersection with the lands of fed People
ofthe State of New York and a realigned portion of North Geddes Street; tiienoe N.3933t36*,B,
along tire southeasterly line of the lands of the People of fee State of New York, a distance of
102.12 feet to its intersection with the former southeasterly line of Onondaga Creek; thence
along said southeasterly line of Onondaga Creek fee following courses and distances:
N.46o00*46"E, a distance of 45.00 feet, and N.32*23'59"E. a .distance of 23.14 feet to Its
..
intersection- with fee southwesterly street line of Von Rensselaer Street} thence S.SO'M'SOT.,
along said southwesterly street Une of Van Rensselaer Street, a distance of 1149.76 feet to the
point ofbeginning,
.
ALSO BEING DESCRIBED AS, all tiiat tract or parcel of land, situate In the City of
Syracuse, County. of Onondaga and State of New York, being 1x3 Noi, CM, C-2 and P3 of
Subdivision' of Parcel "C" into Lot Nos. C-I, C-2 & C-3 New York Canal Corporation
Abandoned Barce Cpnal "ycnntnal Lands according to a map of said tract filed in the Onondaga
County Clark's Office October 23,2015 as Map No. 1210.
A|
By.
tttoftmnudhfCH)'.
WAsMlVsj OYUaa
itautint Qwporrtw fnwul
Exhibit 2:
Legal Description Of Premises' Parcel
A2
Parcel A2
'Alii THAT TRACT OR PARCEL OF LAND, situate in the City of Syracuse, County of
Onondaga, State ofNew York, and being part ofMarsh Lots 33, 34, and 35 in said City and being
more particularly described as follows: Commencingat the present intersection ofthe
northwesterly street Hue ofWest Rirkpatrlck. Street with die southwesterly street line of Solar
Street; thence N.5026'3(rw., along said southwesterly street line of Solar Street, a distance of
1$2.74* foot to the actual point ofbeghming; thcnccN.5026'3()',W. continuing along the
'
southwesterly street line of Solar Street, a distance of 76940 feet; thence S.5610,03MW., a
distance of 15643 feet to its intersection with the norfheasterlylinc oflandsjo be retained by the
State ofNew York; thence along said northeasterly line of lands to be retained by the State ofNew
York the Mowing courses and distances; S.50D28,08"E., a distance of278,50 feet,
of 30.00 foet, S,5028WE., a distance of204.86 feet, N.3931,52MB.,
a distance of 30.00 feet, S.5028WE,, a distance of 298.98 feet; thence S.8719'25"E., a distance
of 1 1644 feet; thence N^^S'SOTE., a distance of 74.45 feet; thence N,50*26*30*W., a distance
of 61.51 feet; thence N.3933130"E., a distance of 5.09 feet to the point of beginning.
Containing 2.98 acres ofland more or less.
:
The hereinbefore described parcel of land is subject to an easement for ingress and egress more
particularly described as follows: Commencing at the present intersection ofthe northwesterly
street line of"West Kirkpatrick Street with the southwesterly street line of Solar Street; thence
N.5026*30,,W., along said southwesterly street line of Solar Street, a distance of473. 17 feet to the
actual point ofbeginning; thence S.39031'52,TW., a distance of 149.36 feet to the lands retained by
the State ofNewYork; thence N.5028,08',W., along said lands retained by the State ofNew York,
a distance of 50.00 feet; thence N.3931'52"B., a distance of 149.39 feet to its intersection with the
southwesterly street line of Solar Street; thence d.5026*30"E., along the southwesterly street line
of Solar Street, a distance of 50:00 feet to the point ofbeginning,
'
The hereinbefore described parcefof land is also subjectto any and all easements and or rights of
way ofrecord.
'
EXHIBIT B
SUPREME
t
i.
COUNTY
COURT
OF
OF THE
STATE OF NEW
YORK
ONONDAGA
CITY
OF
SYRACUSE,
Plaintiff,
6
7
vs .
MOTION
DECISION
COR DEVELOPMENT
HARBOR COMPANY,
COMPANY, LLC; COR INNER

LLC? COR SOLAR STREET
COMPANY IV, LLC? COR VAN RENSSELAER
STREET COMPANY, LLC; COR WEST KIRKPATRICK
STREET COMPANY, LLC; JOHN DOE,
10
Defendants .
11
12
Onondaga
County Courthouse
401 Montgomery Street
December 30, 2015
13
14
15
Before:
i
16
HONORABLE
17
18
Appearances:
CITY
19
20
21
OF SYRACUSE
Department of Law
Corporation of Counsel
City Hall
Syracuse,
New
BY:
A.
York
SICKINGER,
ESQ
TODD M. LONG, ESQ.

Assistant Corporation
23
WHITE,
25
JOHN
Assistant Corporation counsel
22
24
JAMES P. MURPHY
Justice
OSTERMAN
HANNA,
and
Counsel
LLP
Attorneys for the Defendants

One Commerce Plaza
Albany, New York
BY:
CHRISTOPHER
E.
BUCKEY,
ESQ.
Ann A, Makowiec, Supremo Court Reporter
Appearances
Continued:
MANN ION
COPANI
AND
Attorneys
for the
Defendants
224
Syracuse, New York

13202
BY:
ANTHONY F. COPANI, ESQ.
Harrison
Street
Reported toy:
Ann A. Makowiec
Official Court Reporter
7
*
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
...
Ann A. Makowiec, Supreme Court Reporter
DECISION
THE COURT:
2
I understand.
With regard to defendant's motion,
from a system of contracts.
our laws.
to they call it the Common Law
literally,
our
willing
of
agreeing to put a deck on
I mean,
entire
society
to bet
contracts each day.
It
goes back
in England,
is
that
one
there
Everything
are
millions
from someone
your house,
all
up
11
agreement on a merger of their companies,
12
everything
in
The
reaching
claim by
the
City
the
15
contract.
16
saying
17
different
than the way we
18
breach
contract
19
money.
20
they owe
21
that
of
it
seeks
Recession
that
that
That
some
the way
kind of
between.
14
sense
but
of contracts.
10
to Google and Apple
we come
that predates
It predates our states.
would be
13
Okay,
if
is
extraordinary
rescission
basically
contract
never
side
of
the
law's
existed.
typical
breaches
in
written
way of
That's
usually do things.
action,
one
is
remedy
In a
is
the
agreement,
the
last
the other side money.

I
read more
22
day3
that
23
have
probably
24
that's
25
Court
cases
here
date back a hundred
telling
in
the
last
five
because most
of Appeals
cases,
of
in
years
or more
years;
them,
and
than
think
they're all
they come back to
Ann A. Makowlec, Supreme Court Reporter
couple
these
DECISION
fundamental principles/
through
really good argument and
counsel
helping
the application of those principles that become
particularly troubling not
themselves;
they
work
and when
stand
It
on
the
starts
premise
with a
this/
because
at
to
think
Callanan,
these
it makes
11
of the
12
time,
13
199 NY
14
kind of had that issue in front
15
year
16
requirements for a claim for rescission,
17
recognizing that
18
given the way we normally handle
Court
Adams
314,
back in
1910.
of Appeals
versus
same
Gillig,
year,
There's
right
G
1910.
sense.
another
around
I
to
CALLANAN,
199
268,
casesr
recission
10
NY2d
it's
the principles
regard
I
seen
appreciate both
looked back
and
case
we have
through
seem very much with
the
Court
case
same
G,
of Appeals
of
it twice that
and explained what they believed to be the
19
me
and we
In there
it
it
is
is
a very
the
extraordinary
contracts.
premise
that
20
parties need to be returned to their
21
position they held prior to
22
Courts,
23
something
24
done
25
alleging the wrong,
to
make
the
the
decision
that's practicable,
and also
look at
the
which
remedy
all
the
agreement.
whether
whether
alleged
is the City
or
not
that
the
The
that's
can be
party
in this
DECISION
case,
to
see if they have an acquit
f
2
if
certainly,
it's
leave either party out in the
why
they
there's
not
way
for
them to
recission is
something
the premise
put
Because,
an equitable doctrine and
that
is
recover,
the
Court
would want
cold on.
everybody
to
So that ' s
back to where
were.
8
9
remedy in law,
The Court
quoting,
there's
in
no
Callanan
hard
10
subject
of
rescission.
11
depends
on
the
12
They
onto say,
13
has
14
to rescind.
15
should
16
of Appeals
17
Jack
18
30 NY2d
19
remedy
20
lacking,
I'm sorry,
21
complete
and
22
status
23
went
24
damages
appear adequate
25
restore
the
go
an
was
Hudroan
on
1972,
to be
to
Cowels
status
he
in
the
is the
on
the
usually
seeks
is
case.
recission
not
entitled
principle,
by
the Court
name,
Communications ,
only
when
only when
remedy
in
I'm
particular
or that
this
and
the
at
law
is
and
is
is
lacking
when
restored;
particular
it
equitable
there
there
substantially
that
right
reiterated,
invoked
may be
of
law,
Rudman
adequate
say
of
reaffirmed
The Court
quo
the
and
rule
party who
case was
versus
1.
is
if the
remedy
That
in
For
fast
circumstances
adequate
say,
and
said,
and
the
they
case,
impracticable
quo.
to
DECISION
That's
been most
recently
followed
by
the
Third
of
That
Shops
stronger.
there
law and when the
restored and they
Department Appellate
2015.
We're
cite
10
in
2015
is 133 AD3d 1179,
Corp
is
still
Division,
and
there
Recission
lack
The
of
they
status
cite
little
it
the
adequate
Rudman
Court
is
12
the
13
economic.
14
adequate
remedy,
15
succeed,
they will be
16
judgment
against
17
to
the
18
as
we've
19
it would be virtually impossible
20
status
21
three
22
all
23
obtained related to these projects.
24
would not
25
and
damages
Therefore,
extent
quo
as
when
COR
that
alleged
the
of a
of
that
when
its
appear
is
an
already
hotel
of
although
obtain
this
and
morning,
restore
the
There's
There's
been
and mortgages
It
understand
Ann A. Makowieo, Supreme Court Reporter
remedy and
simply
in any way restore

I
they
damages
there.
and financing
all
if
to
adequate
to
you
completely
property.
out
be
proceeds,
heard
1972.
entirety,
to
for those money
be possible to
question,
case
case
allowed arguably
on this piece
quarters
in
there would be
that
we've
kinds of grants
also
of the City
remedy at
substantially
review the
facts
invoked when
11
complaint
days.
state
and
this
couple
Stewart
quo may be
to
of
25th
Slezak vs.
can only be
complete
finding
for
November
the
that.
legal
DECISION
argument,
would be
in a
purchase
or
tens
on
the
representation
understanding that that would probably require
possibly bonding,
of
the
or
to
10
everything that
11
that
get
the
any
of dollars
argument.
practical
at
repurchase
property
legal
that
position
millions
12
City
time
that
it
accept
the
regard because
goes with
understand
practical
it,
don't
of
that,
am canceling
all
the properties,
I think there's
15
the
properties
are
16
notice
17
Section
18
affect,
19
real
on
that
pendency.
CPLR
title,
property
6501,
all
Because
this
possession,
as
six,
see
that
don't
know,
six
as
to
CPLR
does
use
enjoyment
that
find
22
515,
23
schedule
24
undertaking to be posted and
25
could go both ways.
or
by
on
covered by the
pursuant
contemplated
the
on all
action
21
it did,
currently
would point out
that
even
in my discretion
if
not
affect,
of
section.
were
under
CPLR
to
would remove the notice of pendency and

an
out
approval and
14
the
response.
of pendency
that
pay
been put
notice
and
back.
Common Council
Syracuse
to willingly
have
13
of
of
property
don't
in that
Based on all
20
the position
immediate hearing
on
that
an
appropriate
undertaking
If the City wanted to
DECISION
maintain
don't
have
would
establish
responsible
for
at
not
the
way
they would have to put
to
proceed
put
up
an
the
inquest
regarding
believe
to
notice of
end
to the
pendency,
legal
11
don't believe
12
that
13
requirement,
14
consider any sort
15
of
15
claim with
issues.
have
To the
to
the City
and
but
of
and
that
it
done
understand
that
certainly
for making
notice
of
With regard to the motion

claims
19
that
20
cause of
21
the
22
believe
23
is
for money damages,
24
it
alleged that
25
through with the project
of the City and the
in
part.
the
action for rescission,
reasons
that
that
I've
the
was
faith,
that's
to the
this
the
not
not
to
taxpayers
legal
pendency.
to
dismiss the
I'm granting
claim
the
of
this
do
not
claim
believe and nor is
the City would not

if
like
essentially for
crux
do not
complicated
previously stated.
I believe
an
that.
willing
complaint,
I'm dismissing
schedule
in bad
of a punishment
18
should it
I'm denying
extent
regard to the
expenses
was
Syracuse
--
to
this
I'm not
but
anticipated.
--
anything was
se,
they would be
it
request
the cost
per
that
should
they
that these are
10
amount
that
determine
up they
undertaking
a dollar
With regard
17
it,
have
alleged
Ann A. Makowlec, Supreme Court Reporter
gone
fraudulent
DECISION
/"
statement
seek a
City
claim,
which
is
that
COR would have
would
pilot had been made
indicates
that
it
I'm denying
remaining
the
don't believe
believe
claims
was.
the
the
So
motion
no,
I'm
that's a
to
11
allegation
is
12
fraudulent
statement
13
never,
that
I've
14
making
that
claim.
15
is
16
obstructing
17
obligation
made
18
and
when
under
that
seen,
been
That's
someone
is
19
dismiss
20
let me make sure/
21
dismiss
22
inducement
that,
used
at
on
on
the
in the
estoppel,
fraud
and
is
for
claim that
firm and
specific
contract.
the
at
of a
basis
clear
fraud
as
motion to
this
and I'm denying
the claims
requires
typically a
that
the
I don't
the
and
standing
I'm denying
it
some sort
the performance of
promissory
the
or a
here,
being made
that's mentioned
The
there are
denying
fair dealing.
that
terms
the
I'm dismissing
significant
the
that
dismiss
sorry.
it's pled properly in
contract,
time
I'm
claim for the good faith and
10
23
at
time/
and
the request to
fraud
in
the
do
is
this time.
should
say what
intend
24
converting the motion to dismiss
25
3211
to
I'm
those pursuant to
to an a summary judgment motion.
I'm putting
DECISION
10
both
sides
on
that
eight
now,
ten
notice
of
the
i
\
that
returnable
I'm doing
January
21st
at
a.m.
Mr.
Buckey,
your
so by
submit
proof
summary
inducement?
and Mr.
10
a.m.
anything
11
things
12
the
January
any
7th,
you
wish
judgment
any
that
client
Buckey,
facts
to
on the
or
fraud
have
until
you
can
affidavits
your
and
Sickinger,
any
will
you
support
you want me to
summary
I
Mr.
additional
that
13
/
\
it's
fact
or
motion
the
factual
for
fraud
January
or
in the
14th at ten
affidavits
or
consider
with
regard
however,
that
and
judgment.
would point
out,
14
meant
15
said
16
it
17
Council
18
them;
19
meetings,
20
those
21
you make those available as soon as possible to
22
Mr.
Buckey
so
23
arguments.
24
21st or
25
that
to
at
is?
the
I
really would
can
would
If the
someone
like to
meeting.
to Mr.
like
to
shut
that
know what
don't
City --
documents
if
know
there's
Sickinger,
don't
he
can
want
not
aware of.
the
I'm
delay
Both
was
the
records
to those
extent
directing
it
whatever
City
minutes
encompass
to
what
off,
to whatever
are available,
that
know
happened at
if
I don't want you serving
he's
to
those
past
that
in his
January
papers on him
sides
have
relied on
DECISION
11
newspaper
at
City's
that
articles
time,
official
MR.
make
are
sure
due
and
Your
Yes,
transcribed fairly short
12
there
13
record of
14
no
this
actual
the
would
16
the
17
made
18
for
19
that's
20
that
21
becomes
22
you
23
minutes
City Council,
their
own
the
that.
could
we
before my papers
when
those
be
say
as
minutes
very
afternoon.
soon
as
are
audio
frank,
can
To
my
knowledge,
recordings
or
video
would appreciate
Because
appeared
years
remember
there
was
the minute
taker
is might
available,
Mr.
To
the
Otherwise,
the minutes would be
if you
ago
on
recording
extent
Sickinger,
not be destroyed in the
use
that
I'm asking
event that that

understand that,
fine,
whatever the
are.
Oh,
was
know what
--
edification.
necessary.
know,
24
whoever
still
that
and
To
And
check that.
that
said
session.
THE COURT:
15
25
SICKINGER:
the minutes
are
to
those
I'm assuming that
MR.
to
think was
7th?
possible,
send
want
Honor,
of
11
they
said as
copies
THE COURT:
10
what
guess
BUCKEY ;
the
on
records
we get
on
and
and I'm denying
request
the
request
for sanctions by costs
there
and attorneys
DECISION
12
fees
which
I'm also
next
attorneys.
possibility of
this
to
trying
Monday at
11
the
would
it
your
to
a mutually
to the
to
So
at
assume,
want
to
explore
not
take
we
Buckey,
go
see
the
resolution
of
go
one
Monday,
the
agreeable
it may
Mr.
conference
significance
least
an order
this
order
anywhere,
attempt
of
but
at
from there.
you're
going
to
want
fairly quickly.
SICKINGER:
We
will
do
it
right
away,
Honor.
THE
this
like
and we see where
MR.
14
15
like
submit
12
13
would
community.
to
scheduling
2 o'clock.
action due
10
I'm denying.
COURT:
If
you
I'm of
limited staff
week.
16
MR.
17
THE COURT:
BUCKEY:
So
The
am
I .
Courts
are
officially
18
closed and
that's not
19
would
to,
20
can
21
this
22
get
23
putting Ann on the
spot,
that's
24
looking
if
if
25
me an order that I can sign that lists

the notice
like
get
and
transcript.
at her,
problem,
if possible,
proposed order
afternoon,
a
the
is
try
over
My thought
--
and
to
then we'll
but
get
Mr.
see
is,
and
if
I
you
if
can
I'm not
I'm not even
you
guess
Sickinger
about
why
if
want
to
give
DECISION
13
of
week
pendency,
I
copy
can
of
do
my
MR.
it
will do
an
that.
Then
amended order
Bench
decision
BUCKEYi
Okay,
possibly
which
attached
So
I
to
today,
THE COURT:
Slckinger's
anything
9
the
the
objections
along
MR.
In
that
BUCKEY:
in
form
the
like
that.
your
of
next
would
would just be the order canceling the
10
Honor,
--
Mr.
form of
it
or
line.
We'll
e-mail
Mr.
Sickinger
document*
11
THE
COURT:
12
anything,
13
that
14
normal
delivery,
15
is
this
the
And
best
immediately,
off
thing
to
do
want
is
me
to
see
e-file.
get
go through
the
it can get stuck because somebody
16
MR.
BUCKEY :
17
MR.
SICKINGER:
18
you probably heard
19
City
20
order
21
judgment.
22
for
to properly
here.
Okay.
Thank
you.
Okay.
Briefly,
from our
strongly believes
that
you
If you try and
week or not
So is
if
that
defend
terms
arguments
we
of,
as
earlier,
need discovery
a motion
the Court
in
for
the
in
summary
anticipating
scheduling
in the conference on Monday?
23
THE
24
certainly have that
25
response to
COURT:
the
I'm
not
option to
that
argue
summary judgment
on
Ann A, Makowlec, Supreme Court Reporter
may
that
the
be.
You
to me
21st
if
in
DECISION
14
you believe,
3212(e)
to
that may support
agree
want
to
meeting,
issues
me
or
why
forget
(f) .
you
with
to
That,
think
you,
there
to
happened at
know,
11
number
12
because,
13
readily
14
decision based upon sworn
15
newspaper
16
rather
17
about
18
not
19
You're
20
make that argument.
21
MR.
SICKINGERi
22
MR.
BUCKEY:
of
arguments
I
assume,
So
articles
and
have the parties

this
have
of
you
and the
One more
make my
things.
people
the
I'd
that
know
to me.
I'm
anything.
option
24
promissory estoppel claim
25
as
thing,
Would it be possible
the
not
to
Okay.
I'm sorry.
since
rather than
submitted
have
of the
to make
were
rather
different
23
well
I want
and belief
statements
certainly
is
holidays,
forced
indicating that that would change

right,
reason
some
the
people
would
affidavits
evidence
the City Council
information
different
available.
main
judgment
kind of
upon
explain
may very well
The
because
you were
can
certain
to address
Mr.
think it's
you
summary
10
Sickinger,
may be
know.
also want
I
basically,
don't
it
find out what
that
section,
your position.
I
convert
and I
the
estoppel
in
to
there
issue
your Honor,
address
in
the motion
really
Ann A. Makowlcc, Supreme Court Reporter
the
is
the
DECISION
15
THE COURT:
that's
Yes,
I'll
allow
MR.
THE COURT:
BUCKEY:
Thank
you,
your
Thank you.
think
Honor.
Court's
adjourned.
CERTIFICATE
This
Reporter
and
of
is to certify that
the
reported
10
compared the
11
therein,
12
thereof
Fifth
the
am a Senior Court
District;
it
is
true
and
all
of
the proceedings
Ann
A.
Makowiec,
Official Court
Dated :
attended
that
have
foregoing with my original minutes taken

correct
had
December 31,
transcript
therein.
14
IS
that
above-entitled proceedings;
and that
and
Judicial
13
Reporter
2015
17
18
19
20
21
22
23
24
fair*
16
that.
25
EXHIBIT B
IFILED :
NYSCEF
DOC.
NO.
95
SUPREME COURT
INDEX
NO.
2015EF5077
RECEIVED NYSCEF:
02/01/2016
11:07 &Mi
STATE OF NEW YORK
ONONDAGA COUNTY
CITY OF SYRACUSE,
NOTICE OF APPEAL
Plaintiff,
v.

COR WEST KIRKPATRICK STREET COMPANY, LLC

and JOHN DOE,
Defendants.
PLEASE TAKE NOTICE that the Plaintiff, City of Syracuse, by and through its attorney,
JOHN A. SICKINGER, ESQ., Assistant Corporation Counsel, hereby appeals to the Appellate
Division of the New York Supreme Court, Fourth Department, 50 East Avenue, Rochester, New
York, from the Order of the Honorable James P. Murphy, dated January 25, 2016, entered in the
Onondaga County Clerk's Office on the same date (Doc. No. 94). The appeal is taken Rom so
much of the Order that dismisses the Plaintiffs claim for Rescission of the Inner Flarbor
Disposition Agreement and all subsequently transferred real property deeds, dismisses the
Plaintiffs claim and demand for return of all parcels of real property transferred from the City of
Syracuse to the Defendants pursuant to that Agreement, and vacates and discharges the Notice of
Pendency filed by the Plaintiff in this action
Dated: February 1, 2016

Syracuse, New York
By:
JOHN A. SICKINGER, ESQ.

City of Syracuse
300 City Hall
233 East Washington Street

(315) 448-8400
jsickinger@syrgov.net
EXHIBIT C
[FILED:
NYSCEF
DOC.
NO.
02:24
INDEX NO.
2015EP5077
RECEIVED NYSCEF :
02/29/2016
PMl
102
STATE OF NEW YORK

SUPREME COURT
COUNTY OF ONONDAGA
CITY OF SYRACUSE
NOTICE OF ENTRY OF
Plaintiff,
JUDGMENT
v.
Index No.: 2015 EF5077
COR
COR
COR
COR
INNER HARBOR COMPANY, LLC,

SOLAR STREET COMPANY IV, LLC,
VAN RENSSELAER STREET COMPANY, LLC,
WEST KIRKPATRICK STREET COMPANY, LLC,
and JOHN DOE

Defendants.
PLEASE TAKE NOTICE that the annexed is a true copy of the Judgment in the aboveentitled action dated and duly entered and filed in the Office of the Clerk of the County of
Onondaga on the 29th day of February, 2016.
Dated: February 29, 2016
Very truly yours,
r?A
j/ --KsCC(
Anthony F. Copani, 6sq.

MANNION & COPANI
Co-Counsel for Defendants
306 Syracuse Building

224 Harrison Street
Telephone: (315) 478-3500
Christopher E. Buckey, Esq.

WHITEMAN OSTERMAN& HANNA LLP
Co-Counsel for Defendants
One Commerce Plaza
Albany, New York 12260

Telephone: (518)487-7600
TO:
John A. Sickinger, Esq.

Attorneys for Plaintiff
300 City Hall
Telephone: (315) 448-8400
INDEX NO.
2015EF5077
RECEIVED NYSCEF:
02/29/2016
(FILED: ONONDAGA COUNTY CLERK 02/29/2016 12:37 PMl

NYSCEF DOC.
NO.
101
SUPREME COURT OF THE STATE OF NEW YORK

ONONDAGA COUNTY
CrTY OF SYRACUSE,
Plaintiff,
JUDGMENT
v.


COR WEST KIRKPATHICK STREET COMPANY, LLC
and JOHN DOE,
Defendants.
WHEREAS, Plaintiff City of Syracuse ("Plaintiff*) commenced this action by Verified

Complaint, dated December 15, 2015, against Defendants COR Development Company, LLC,
COR Inner Harbor Company, LLC, COR Solar Street Company IV, LLC, COR Van Rensselaer
Street
Company,
LLC,
COR West Kirkpatrick
Street
Company,
LLC
(collectively,
"Defendants**) and John Doe;
WHEREAS, contemporaneous with the commencement of this action, Plaintiff filed a

Notice of Pendency of Action in the Office of the Onondaga County Clerk against
certain real
property owned by Defendants;
WHEREAS, on or about December 18, 2015, Defendants, by their attorneys, Whiteman

Osterman & Hanna, LLP and Mannion & Copani, moved for, among other things, an older
pursuant to CPLR 321 1 and CPLR 6514(a) dismissing the action in its entirety and directing the
Onondaga County Clerk to cancel the Notice of Pendency;
WHEREAS, on December 30, 2015, the Court heard oral arguments by counsel
for
Plaintiff and Defendants and issued a bench decision granting Defendants' motion
to dismiss the
First Cause of Action in the Verified Complaint together with the claims
in the Verified
Complaint seeking the remedy of rescission, cancelling the Notice of Pendenc
y, and notifying
the parties that the Court intended to treat the remainder of the motion as a motion
for summary
judgment pursuant to CPLR 321 1(c);
WHEREAS, on January 21, 2016 the Court heard further oral argument on the converted
motion for summary judgment and issued a bench decision dismissing Plaintiff s money
damage
claim for the alleged loss of a 1% Syracuse Industrial Development Agency fee due
to the City's
lack of standing;
WHEREAS, on February 22, 2016, the Court issued a Decision granting summary
judgment to Defendants and dismissing the Verified Complaint in its entirety,
a copy of which is
attached hereto as Exhibit A;
NOW, therefore, for the reasons set forth by this Court on the record and in its February
22, 2016 Decision, it is hereby
ORDERED, ADJUDGED, and DECREED that Plaintiff's money damage claim

for the
alleged loss of a 1% Syracuse Industrial Development Agency fee is dismissed; and
it is further
ORDERED, ADJUDGED, and DECREED that Defendants* motion for
summary
judgment is granted; and it is further
ORDERED, ADJUDGED, and DECREED 'that the Verified Complaint and this
action
are dismissed in their entirety.
SO ORDERED;
Dated: February $ 201 6

Syracuse, New York
[on, Jame/P. Murp^/jXC.
Papers Considered:
Plaintiff's Verified Complaint, December 15, 2015

Order to Show Cause, dated December 18, 2015
Affidavit of Steven F. Aiello, sworn to December 1 8, 201 5
Defendants* Memorandum of Law in Support of Motion to Dismiss and Vacate Notice of
Pendency, dated December 18, 2015
Affirmation of John A, Sickinger, Esq. dated December 28, 2015
Plaintiffs Memorandum of Law in Opposition to the Defendants* Motion to Dismiss the
Verified Complaint, dated December 28, 2015
Defendants' Reply Memorandum of Law in Further Support of Motion to Dismiss and Vacate
Notice of Pendency, dated December 29, 2015
Reply Affidavit of Christopher E. Buckey, Esq., sworn to December 29, 201 5
Defendants' Memorandum of Law in Support of Summary Judgment, dated January 8, 2016
Affidavit of Lance Denno, sworn to January 6, 2016
Affidavit of Kathleen Joy, sworn to January 7, 2016
Affidavit of Christopher E, Buckey, Esq., sworn to January 8, 2016
Affidavit of Joseph B. Gerardi, sworn to January 8, 2016
Affidavit ofPatrick Hogan, sworn to January 8, 2016
Affidavit of William P. Fisher, sworn to January 8, 2016
Affidavit ofKhalid Bey, sworn to January 14, 2016
Affirmation of John A. Sickinger, Esq., dated January 15, 2016
Affidavit of David M. Clifford, sworn to January 15, 2016
Affidavit of Helen Hudson, sworn to January 15, 2016
Plaintiff's Memorandum of Law in Opposition to the Defendants' Motion for Summary
Judgment, dated January 15, 2016
4833-0483-7168
EXHIBIT A
|TPTT.U!pi| QWONDAGA COUNTY CLERK 02 It&i SflitS

NYSCEI
)CC,
NO.
COUNTY OF ONONDAGA
CTTY OF SYRACUSE,
Piainlift;
DECISION
v.
COR DEVELOPMENT COMPANY, IXC

COR INNER HARBOR COMPANY, IXC
COR SOLAR STREET COMPANY IV, LLC
COR WEST KIRKPATRICK STREET COMPANY, LLC,
and JOHN DOE,
Index No. 2015EF5077

RJI No. 33-15-4408
Defendant*.
APPEARANCES:
Robert p. stamby, esq.

CORPORATION COUNSEL
OF THE OTY OF SYRACUSE
By: John A Sickbger, Esq.
Attorneys for Plaintiff
300 City Hall
Syracuse, NY 13202
WHUEMAN OSTBRMAN & HANNA LLP
By: Christopher E, Buckey, Esq.

Attorneys for Defendants
1 Commerce Plaza
Albany, NY 12210
MANNION & COPAN1
M
2015BF5077
RECEIVED NXSCEF: 0 2/22/2016
99
STATE OF NEW YORK

SUPREME COURT
INDEX NO.
J5B
By: Anthony F. Copani, Bsq.

Co-Counsel fbr Defendants
224 Harrison Street, Suite 306
Syracuse, NY 13202
MURPHY, J,
This aotion was cornmenoed by PlaintiffCity of Syracuse ("City") against Defendants
I COR Development Company, LLC; COR Inner Harbor Company, LLC; COR Solar Street
I Company IV, LLC; CORVan Rensselaer Street Company, LLC; and COR West Rirkpafcick
I
Street Company, LLC (collectively referred to as "COR") and Defendant John Doe by the
I elcctroniofilingofa Verified Complaint on December 15, 2015, VBrified by the Mayor ofthe
I
City of Syracuse, Stephanie A. Miner. Defendant John Do"has not been specifically identified
and there has been no appearance other than COR.
PROCEDURAL BACKGROUND
*
By Order to Show Cause signed by this Court on December 18, 2015, prior to answering
I the Verified Complaint, CORmoved to dismiss fee Verified Complaint In its entiretypursuant to
I C.P.L.R. 321 1 (aXl) claiming that "a defense is founded upon documentary evidence," and/or
I 321 1(a)(7) feat "the pleading foils to state a cause ofaction."
j I
The diaputebetween foe CityandCORittvoWest28.il aoresofland adjacent to the

Syracuse Inner Harbor that the New York State Canal Corporation had agreed in 201 1 to transfer
to the City of Syracuse for development (the "Property")/ See, Affidavit of Steven F. Aiello,
| I sworn to on December 1 8, 2015, Exhibit A, City ofSyracuse Request for Proposals at pp. 4-5,
HI The City and COR entered into a written Disposition Agreement dated August 27, 2012, In
I which the City agreed to sell the Property to COR pursuant to the terms and conditions contained
I I (herein. See, Aiello Aff,, Exhibit E, Disposition Agreement
In the Verified Complaint, die City seeks to rescind the Disposition Agreement and
money damages from COR based upon alleged fraudulent misrepresentations that fire City
claims
occurred before and after the parries entered into die Disposition Agreement
The City alleges four causes of action, Tho first cause of action claims feat COR
breached an implied "covenant of good faith and fair dealing" implicit in the Disposition
Agreement by seeking a Payment in Lien ofTaxes ("PILOT") Agreement with the Onondaga
County Industrial Development Agency ("OC3DA"). The second cause of action alleges that
COR fraudulently misrepresented to the Citythat it, prior to the parties' entering into the
Disposition Agreement, would not seek a PILOT Agreement for the Property. The third cause
of
action claims that the City was fraudulently induced to enter into the Disposition Agreement by
COR's fblso statements that they would not seek a PILOT agreement for the Property, that
COR
r madethe false statements with the intent ofinducing the City Into entering info the Disposition
Agreement, and that the City reasonably relied upon COR's felss statement in entering into the
Disposition Agreement to the detriment of tho City. In the fourth cause of action, the City
seeks
damages based upon rite doctrine of "promissory estoppel" claiming that the felse representations
allegedly made by COR that It would not seek a PILOT Agreement for the Property before
foe
Disposition Agreement were reasonably and forcseeabty relied upon by the Mayor and Common.
u Council to the detriment of the City when it entered into the Disposition Agreement, Together
with tiie Verified Complaint, the City recorded a Notice ofPendency pursuant to C.P.L.R. Article
65 relating to tho Property,
Following oral argument on December 30, 2015, the Court raidered a Bench.Decision,
cancelling and discharging dieNotice ofPendeooy, and dismissed die first cause ofaction,
together with the claims in die Complaint seeking the remedy ofrescission of the Disposition
4
Agreement See, Order dated December 31, 2015, and Order dated January 25, 201 6.
Insofar as both parties submitted substantial evidence and material to the Court dearly
outside the four comers of the Verified Complaint, the Court, pursuant to C.P.L.R. 321 1 (c),
notified die parties that it intended to treat the motion as a motion for summary judgment,
returnable on January 21 , 2016. The Court allowed both the City and COR the opportunity to
submit any additional evidence and legal argument it deemed necessary. Further oral argument
was held cm January 21, 2016, after which the Court rendered a partial Bench Decision
dismissing the Gty'a money damage claim fbr die loss of a 1% Syracuse Industrial Development
P Agency fee (estimated to be $3,235,600.00) for Jack of standing as tho City conceded at oral
argument that under no circumstances would the fee be payable to the City. The claim is, in any
event, not consistent with the Gty'a Allegations in the Verified Complaint. Such a fee would
only be payable upon entry into a PILOT Agreement yet the City maintains that no PILOT
Agreement was ever contemplated. The Court reserved decision on the remainder ofCOR's
motion.
Upon this summary judgment motion, COR beam the burden ofproof and must establish
its defense, by submitting evidentiary proof in admissible form so as to establish its defense
"sufficiently to warrdht the court as a matter of law in directingjudgment" in its fevor. C.P.L.R.
3212 (b); see, Friends ofAnimals v. Associated Fur Manufacturers1 46 N,Y.2d 1065, 1066
1068 (1980). The "burden then shifts to the City to lay bare its proof to show feat a genuine
4 '
question of foot exists. See, Oswald v. City qfMagam Falls, 13 AJ3.3d 1155 (4th Dept. 2004).
In order to defeat the motion for summaryjudgment, the City must "show tacts sufficient to
require a trial of any issue offoot" C.P.L.R, 3212 (b).
UNDISPUTED FACTS
J
Despite the now apparent animosity between the parties, most ofthe material facts
underlying this action are undisputed. A review of the undisputed foots is appropriate and
essential in determining whether COR has sustained its burden,
By way ofbaekgeound, the Inner Harbor in the City of Syracuse is situated between
Onondaga Lake and Onondaga Creek which meanders through a large portion ofthe Cfty of
Syracuse. Since around 2004, the New York State Canal Corporation issued multiple requests
? for proposals for the sale and development ofthe vacant, formerly industrial property without
success. Seet Verified Complaint,
8-9. In or about November, 2010, the City requested that
foe Property be transferred to foe City "so that it could attempt to generate economic
development in the City through the sale and development of the property." Verified Complaint,
1 10. The transfer of 34 acres adjoining foe Inner Harbor was accdmpHfihed by a Transfer
Agreement between foe NewYoric State Canal Corporation and foe City ofSyracuse dated
January 10,2012. Verified Complaint, f 13.
vt
Anticipating the transfer of the Canal Corporation property, foe City prepared and issued .
a Request for Proposals CTtFF*) on ox about September 23 , 2011, including tho Property in
dispute in this action, Verified Complaint, f 13. The City reserved approximately six acres for
public use. Id, The deadline for responding to fhaRFP was November 10, 2011. Id. The City's
RFP is a 30-page document, mostly single-spaced, outlining end detailing to a potential bidder all
ofthe City's necessary requirements for the sale and development ofthe Property. See, Aiello
Aff, Exhibit A.
According to Section 2.2 offoe KFP, u[t]he City's purpose in acquiring foe toner Harbor
^ lands is to generate economic development to foe area by seeking the development ofa new
waterfront amenity which will offer housing options, recreational and commercial opportunities,
and visitor attractions for local residents to foe surrounding region." Section 2.2 ofthe RFP
specifically identifies the design and appearance of all buildings proposed for foe development
("Urban Mixed-Use Character Area"). It goes on to identify specific acceptable uses and
-
requirements, see, Section 4.2,1; requires LEED certification, see, Section 4,2,2; Building Forms
(including the typo and design ofwindows and window treatments), see, Section 4.2.3; Parking
n
'
Requirements and Setbacks, see, Section 4.2.3; and numerous other detailed requirements of an
acceptable development proposal. It should ho noted that nowhere in the RFP does fhc City
mention, limit or restrict the use ofPILOT agreements. The absence of any reference to a PILOT
agreement is glaring wheal one reviews Section 7 foot specifically enumerates "Contract Terms
and Conditions." Id,

.
TheRFP also provides and establishes unilateral authority to the City concerning the RFP
M process, review and approval Immediately prior to Section 1, foe RFP provides; "The City of
Syracuse reserves foe right to cancel or postpone this Request for Proposals at any time without
penalty." It is very clear from reading the RFP that foe City Intended foe document to contain all
. necessary project requirements. Section 3.1 states that "[n]o officer, employee, or agent of the
City of Syracuse is authorized to clarify or amend foe Solicitation Documents" other than
6
approved written addenda from foe Division of Purchase. Section3.5specif!caUyproYide8 that
"[tjho terms ofAla RFP may not be modified or amended orally." Section 5 provides that "[a]o
*
information beyond that Specifically requested is required . . . " Id,
ft is undisputed that COR submitted its Proposal prior to die deadline ofNovember 10,
^ 2011. A copy ofthe COR Proposal is attached as Exhibit B to the Aiello Affidavit It Is also
undisputed that, as required by Section 6,2,2,, the City's Director of the Office ofManageraent
and Budget then reviewed the COR proposal and declared it to be complete as part of its
preliminary review, ft should be noted that according to Section 6.2.2., the Director of the Office
ofManagement and Budget specifically reserved the right to reject any and all proposals not
deemed to bo in the best interest ofthe City of Syracuse and to reject as informal suchproposals,
as in her opinion, are incomplete, conditional^ obscure, or which contain irregularities of any
^ kind, including unbalanced proposals"

The COR Proposal then went to the RFP Selection Committee, According to Section 6.1
ofthe JOT;
'
An RFP Selection Committee chosen by the Mayor ofthe City of
Syracuse will review and evaluate each of the submitted written
proposals. Thepurpose qftheevaluafionprocess is to examine the

responsesfor con&Uance with this RFP and to identify a proposal
that best meets the MI development objectives for each parcel.
The City may retain consultants to evaluate portions of each
proposal and incorporate those findings into the review and
recommendations. (Emphasis added).
Upon reviewing COR'b Proposal, the City, in Section 6.5 ofthe RFP, reserved the right to; 1.
Award the contract In whole or in part.
2.
Accept or inject, for my or no reason, any or allproposals received in
response to (his RFP,
3.
Waive anyformalities and negotiate any or allproposals received in

response to this RFP, -without assigning any reason,
4.
Correct any'arithmetic errors in foe proposals.
5.
Waive any noncompliance with the requirements ofthis RFP contained in
proposal submissions. This waivershaJlmno waymcdifytheRFP or

excuse a Proposer that enters into an agreement with the City from full
comptian.ee with the REP.
6.
Request that Proposers clarify elements in theirproposals,
(Emphasis added.)
i
It is undisputed that the RFP Selection Committee recommended the COR Proposal.'
It should ho noted that during the entire review process, there was absolutely no
reference, statement or requirement that COR was precluded in any way from seeking a PILOT
p Agreement in connection with the project. On February 23, 2012, the City and COR entered into
the "Inner Harbor Property Memorandum" ("Memorandum") memorializing their intent to
proceed wife the sale and development of the 'Property. See, Aiello Aft, Exhibit C.
This Memorandum is agreed to between fee above-referenced
, parties to provide an outline of fee key elements to be used during
negotiation ofthe final Inner Harbor disposition agreement and real
property dosing documents and as such, is subject to change to fee
extent new information or unforeseen conditions come to the

attention of the parties prior to acceptance ofthe final disposition
agreement and transfer ofproperty, (Emphasis added.)
M The Memorandum was signed byMayor Stephanie Miner on behalfofthe City and by Steven
Aiello on behalf of COR. There is no reference whatsoever to a PILOT agreement or limitation
in the Memorandum.
'The City has attempted to argue that fee "certification" requirement in Che RFP at
Section 73 created soma sort ofcontractual and continuing notification obligation on COR, No
legal authority or basis supports fee City's claim. In feet, fee RPP provides fee remedy iffee
City is not satisfied wife fee certification and information provided: simply reject the proposal.
8
As required by the RFP and the Memorandum, foo Disposition Agreement between COR.
and die City of Syracuse, see, Aiello Aft; Exhibit E, was approved by die Syracuse Common
Council on June 1 8, 2012, by an 8 to 1 affirmative vote. See, Affidavit of Christopher R
Buckey, Esq., sworn to on January 8, 2016, Exhibit A, Syracuse Common Council Minutes for
^ June 18, 2012. It i3 undisputed that neither the Common Council's Minutes nor the approved
Ordinance Ho. 346-2012 recite any limitation concerning a future PILOT Agreement See, Id,
The approved Ordinance authorizes the Mayor to execute the Disposition Agreement and any
necessary deeds or transfer documents, "subject to the approval ofthe Corporation Counsel as to
terms, form and execution."
Thereafter, on August 27, 2012, Mayor Stephanie Miner approved and signed the
Disposition Agreement See, Aiello AfE, Exhibit E. Nowhoro in the Disposition Agreement
is
p there anyreference to a PILOT Agreement or limitation, To the contrary, the Disposition

Agreement specifically provides 01^20 (A) as follows:
This Agreement embodies and constitutes foe entire
understanding between the parties with respect to foe transactions
contemplated hereby, and allprior or contemporaneous
agreements, understandings, representations and statements, oral
or -written are merged into this Agreement. Neither this Agreement

nor any provision hereofmaybe waived, modified, amended,
discharged or tenninated except by an instrument in writing signed
M
by foe party against whom foe enforcement of suoh waiver,

modification, amendment, discharge or termination is sought, and
then only to foe extent set forth in suoh instrument except as
otherwise provided in this Agreement, no representations,
warranties, covenants or other obligations qfSeller setforth In this
Agreement shall survive the Closing, and no actionbascd thereon
shall be commenced after tho Closing. The delivery ofthe deed by
Seller, and the acceptance thereofby Purchaser, shall be deemed
thejitHperformance hereunder, except those obligations of Seller

or Purchaser which are expressly stated in this Agreement to
survive foe Closing and no olaims against Seller or Purchaser shall
survive the Closing except as hereinabove stated. (Emphasis
added.)
9
It is also undisputed that almost two years later, on April 28, 2014, the City and COS.
entered into "Amendment No. 1 to Disposition Agreement," a copy ofwhich is attached as
Exhibit H to the Aiollo Affidavit Nowhere in the Amendment is there any reference to a PILOT
Agreement or limitation. Followingthesigningofthc Disposition Agreement, both partiea
^ proceeded andperfbimcd according to its terms, From Msy 30,2014, to November^, 2015, the
City transferred four of the five parcels ofreal property aa required by the terms ofthe
Disposition Agreemait, See, AielloAff.^lS, In July, 2014, COR commenced die construction
on the first phase ofthe pro)cot known as die "Aloft Hotel" AieUo AfF.,
19-22. At the time
of the commencement of this action, it was estimated by COR that the Aloft Hotel was
approximately 85% complete. H at ^ 23,

In furtherance ofthe development ofthe Property, COR submitted an application to tho
F City of Syracuse InduatrialDcvclopment Agency ("SIDA"), SIDA Is apublicbenefit corporation

established pursuant to New York General Municipal Law f 925. It consists of five members
whoscrveatthepleasureoftheMayoTofthoCityofSyracuse. See, GML 926 (a). The SIDA
Application was submitted to SIDA Executive Director Beqjamro Walsh, At that time, Mr.
Walsh was also employed by the City as the Deputy Commissioner ofdie City's Deportment of
Neighborhood arid Business Development and previously had worked closely with fire Mayor's
M REP Selection committee. See, Affidavit ofWilliam P. Fisher, sworn to on January 8, 2015.
The project description attached to the Application, as Exhibit A, clearly stated as follows:
"Syracuse Inner Harbor development is projected to be broken down into three (or more) phases
over a 5-10 year period. For each phase COR will seek a Pilot, sales tax exemption and
mortgage recording tax relief" See, Alello Aft, Exhibit F, SIDA Application dated April 10,
2011
10
A second SIDA Application was submitted to SIDA Executive Director and City
employee Benjamin Walsh on April 23, 2013. The second SIDA Application, in the project
description attached as Exhibit A, again provided "(f]or each phase COR will seek a Pilot, sales
tax exemption and mortgage recording tax relief." See, Aiello Aff,, Exhibit G.
On May 28, 2014, the City and COR entered into "Amendment No. t to Disposition
Agreement" which amended the original Disposition Agreement to accurately describe die
properties to be transferred consistent with an updated survey and re-subdivision map. See,
Aiello Aff., Exhibit H, Amendment No. 1 to Disposition Agreement There is no reference to a
PILOT Agreement or limitation in the amended Agreement
On May 29, 2014, Mayor Stephanie Miner executed a Quitclaim Deed transferring Parcel
A-l from the City to COR. See, Aiello Aff., Exhibit J. The Deed contains no provision limiting
p orprohibiting COR from seeking a PILOT agreement

On May 21, 201 5, Mayor Stephanie Miner executed a Quitclaim Deed transferring Pared
B from the City to COR. SÂiello Aff., Exhibit J. The Deed contains no provision limiting or
prohibiting COR from seeking a PILOT Agreement,
On October 28, 2015, Mayor Stephanie Miner executed a Quitclaim Deed transferring
Parcel A-3 from the City to COR. See, Aiello Aff., Exhibit K. The Deed oontahw no provision
M limiting or'prohibiting COR from seeking a PILOT Agreement.
On October 28, 2015, Mayor Stephanie Miner executed a Quitclaim Deed transferring
Parcels C-l , C-2. and C-3 from, fee City to COR. Sea, Aiello AfC, Exhibit L. The Deed contains
no provision limiting or prohibiting COR from seeking a PILOT Agreement
11
On December 17)2015, OCIDA and COR entered into a Master Payment in lieu ofTax
Agreement pertaining to all parcels ofthe Property, except the pared upon which the Aloft Hotel
is being constructed (Tax Map Parcel-No. 1 17-01-1}* See, Aicllo Aft, Exhibit P, OCIDA Master
Payment in Ucu ofTm'Agreement dated December 17, 2015, pp. 2-3. It is undisputed that there
^ is no statutory and/or contractual prohibition against COR making such an application to
OCIDA
DISCUSSION
In this legal action, the City now contends, however, that COR was prohibited from
making an application to OCIDA based -upon allegedly false representations made by COR
President Steven F. Aiello prior to the approval and execution of the Disposition Agreement that
P
COR would not seek a PILOT agreement in connection with fire Inner Harbor Project See,
Verified Complaint, ^ 20-23, 72 and 78.

COR has submitted overwhelming proof that Mir. Aiello nevey stated that COR would not
seek a PILOT agreementin the future in the form, ofMr. Aiello's sworn Affidavit; a
Syracuso.com news article from June 13, 2012, see, Aiello Aft, Exhibit D; a June 1 8, 2012,
Syracuse.com news article describing the Common Council discussion and vote on approving
the
Disposition Agreement, see, Reply Aft of Christopher Buckey, sworn to on December 29, 2015,
M Exhibit A tho Affidavit ofJoseph B. GeKtfdi, sworn to on January 8, 2016; the Affidavit of
former Common Council member Kathleen Joy, sworn to on January 7, 2016; the Affidavit of
former Common Council member Lance Denno, sworn to on January 6, 201 6; the Affidavit of
former Common Council member Patrick Hogan, sworn to on January 8, 201 6; and file Affidavit
12
ofWilHam P, Piste, sworn to on -January 8, 2016,

The City has submitted the Affidavit of Common Councilor Khalid Boy, sworn to on
January 14, 2016* and the Affidavit ofCommon Councilor Helm Hudson* sworn to on
January 15, 2016, stating that Mr, Aicllo represented to the Common Council that COR would
^
not seek a PILOT agreement for the Inner Harbor Project
On a motion tor summaryjudgment^ toe Court is not ablo or permitted to assess toe
credibility of submitted evidence. For purposes ofthis summary judgment motion, toe Court
most, despite toe substantial proofsubmitted by COR to the contrary, assume that Mr. Aiello
represented to toe City prior to the execution oftoe Disposition Agreement tost he would not
seek a PILOT agreement in the ftiture concerning the Inner Harbor Project.
Resolution of that factual issue, however, is not determinative of this motion. To sustain
P its causes of action alleging fraudulent inducement and/or fraudulent misrepresentation, the City
must establish all of the well known elements of fraud; "(1) that defendant made material
tcprosentatioiiB that woe false, (2) toe defendant knew toe representations were felse and made
than wito toe intent to deceive plaintiff (3) toe plaintiffjustifiably noHed on the defendant's
representations, and (4)' too plaintiff was litfured as a result ofthe defendant*a representations/'
Cerabono v. Price^ 7 A.D.3d 479 (2d Dept 2004).
COR's position cm this motion is straightforward; too City cannot, as a matter oflaw,
establish ail oftoe above required elements of fraud. Hie clear-terms and provisions of the
Disposition Agreement between too parties must be enforced as written and cannot he modified
byapriororal statement.
13
It Is a well established prfncipio of contract law in Now York "that dear, complete
writings should generally bo enforced according to their terms . , . " W.W,W. Associates, Inc. v.
GUmcontieri, 77 N.Y-2d 157 (1990). The Court ofAppeals explained the principle as follows:
A familiar and eminently sensible proposition oflaw is that, when

parties set down their agreement in a clear, complete document,
their writing should as a rule be enforced according to its terms.
Evidence outside the four comers of the document as to what was
reallyintended butunstatodor misstated is generally inadmissible
to add to or vary the writing. (Citations omitted). That rule

imparts "stability to commercial transactions by safeguarding
against fraudulent claims* perjury* death of witnesses . . . Infirmity
ofmemory , . . [and] the fear that the jury will improperly evaluate
too intrinsic evidence." (Piseh NewYoii Evidence 42, at 22 [2d

Ed.]). Such considerations are all foe more compelling in foe
context ofreal property transactions, where commercial certainty is
a paramount concern. Id. at 162.
y
A carofbl reading offoe 1 7-page Disposition Agreement dated August 27, 2012, foils to
reveal any reference to a PILOT Agreement nor any provision prohibiting COR from applying
for a PILOT Agreement in the fbture. See> Aiollo Aff,, Exhibit E, Disposition Agreement, The
Disposition Agreement contains what is commonly referred to as a "merger" or "disclaimer"
olause. By its own terms, foe Disposition Agreement "embodies and constitutes foe entire
understanding between the parties with respect to foe transactions contemplated hereby, and ail
J prior or contemporaneous agreements, understandings, representations and statements, oral or

written, are merged into this Agreement." Disposition Agreement, % 20 (A), The parties clearly
intended to merge all ofthe prior discussions, negotiations and representations made in
connection with this estimated $325,000,000.00 mixed commercial and residential real estate
development into one final written agreement
14
In order to ensure the finality ofthe Disposition Agreement, H goes on to provide that 110
provision "may be waived, modified, amended, discharged or terminated except by an instrument
in writing signed by the party against whom the enforcement ofaudi waiver, modification,
^ amendment, discharge or termination is sought
" Disposition Agreement U 20 (A).
No doubt contemplating the reality that, in real estate transactions, there is usually a bug
%
period between the signing ofthe purchase contract and foe Closing, the Disposition Agreement
specifically provides that:
[e]xcept as otherwise provided in this Agreement, no
, representations, warranties, covenants or other obligations of Seller

set forth in this Agreement shall survive foe Closing, and no action
based thereon shall be commenced after the Closing The delivery

offire Deed by Seller, and the acceptance thereofby Purchaser,
P
shall be deemed the foil performance hereunder, except those

obligations ofSeller or Purchaser which are expressly stated in this
Agreement to survive the Closing and no claims against Seller or

Purchaser shall survive foe Closing
M
Disposition Agreement
20 (A), It is noteworthy that in foe Disposition Agreement, the parties
specifically provided that the provisions offfl 6 (E), 1 S, 18 and 19 survived the Closing,
Iq this action, foe City makes no claim that COR. has in any way violated any specific
provision contained within the Disposition Agreement, The "parol evidence rule" would, in any
J event, necessarily defeat any claimed breach to foe extent that foe allegedly false representations
made by COR constituted proof of intrinsic evidence in order to vary the terns ofthe written
Disposition Agreement. There is no oloim of ambiguity;
The City's position is equally straightforward. Its ajaiin is got based upon a contract (the
Disposition Agreement) and, therefore, foe parol evidence rule has no application. The City
teHes on foe longstanding legal principle that "any contract induced by fraud as to a matter
15
material to the patty defrauded is voidable," Adorns v. Glllig, 199

N.Y, 314 (1910), The City
claims that the alleged statement of COR President Aiello, prior
to the
approval and execution of
fee Disposition Agreement, that COR would not seek a PILOT Agreem
ent in the future
constitutes fraud.
While fee terms ofthe Disposition Agreement are undisputed, both
the City and COR
dispute the import ofthe language and its legal effect in this case. "While
it is true that a general
' merger clause ia Ineffective to exctudeparol evidence offraud in the inducem

ent, a specific
disclaimer defeats any allegation that the contract was executed in reliance
upon the
representations to the contrary (citations omitted)/' Taormina v,

Hlhsher, 21 5 A.D.2d 549 (2d
Dept 1995). The distinction can he determinative insofar as it relates

to the element of
justifiable rriiance necessary to establish fraud.
P
ha this context, a "specific disclaimer" is the term given to a contract

ual provision that
announces and stipulates in plain, language feat the parties are not relying
on any
additional
representations concerning fee specific feet now in dispute. See, Damtm

Realty Carp, v, Hahia,
5 N.Y,2d 317 (1959). "Such a specific disclaimer destroys the allegatio
ns in plaintiffs
complaint that the agreement was executed in reliance upon these
contrary oral representations."
Id, at 320-321. A "general disclaimer" is the term referring to a

broad, often curt provision
w inserted in a contract disclaiming any prior representations. See, Saba

v. Dolman, 3 N.Y.2d 155
(1957). A court, sitting in equity, generally will not uphold fee written
provisio
ns of such a.
general disclaimer so as to benefit the perpetrator of a fraud, In Ernst

Iron Works v, Duralith
Corp,, 270 N.Y. 165(1936). The COurt ofAppeals explained fee rational
e as fellows; "[a] ro gue
cannot protect himself from liability for his fraud by inserting a printed
clause in his contraot
This principle disposes of the blanket clause providing feat no represen

tation shall be binding
.
16
unless incorporated in the agreement." Id. at 169.
It is important to cote that the mere characterization or label ofa disclaimer clause as
"general" or "specific" is not determinative. The specifio language utilized m the context of the
circumstances existing In an individual case must be carefully analyzed. See, Danann Realty
Corp.* supra; Sdbo, supra; Adams, supraj and Brldger v. Goldsmith, 143 N.Y, 424 (1894).
hi 1894, the Court ofAppeals referred to disclaimer provisions in a contract as "a
peculiar clause which was inserted in the written instrument." Bridger, supra, at 426. More
recently, such provisions have become customary. See, Barmba Realty Grot#, LLC v. Solomon,
121 A.D3d730 (ZdDept 2014); Taormtrja, supra.

.
Ihtiiia case, the language in the Disposition Agreement was necessarily forged from the
details and requirements contained within the RHP prepared by the City, as well as the Proposal
p submitted by COR and accepted by die City. It cannot be overemphasized that both parties are
extremely sophisticated in real estate acquisitions and land use development. Bach had
substantial input from legal counsel at every step. Discussions and negotiations occurred over
die course ofmonths.

The relevant circumstances considered by the Court ofAppeals inVancmn Realty Corp,,
supra, are likewise applicable in this case,
The complaint here contains no allegations that the contract was

not read by the purchaser. We can fkirly conclude that plaintiffs
officers read and understood the contract, and that they were aware
of the provision bywhich they aver that plaintiffdid not rely on
such extra-contractual representations. It is not alleged that this
provision, was not understood, or that fee provision itselfwas

procured by fraud. ft -would be unrealistic ta ascribe toplaintiffs
officers such incompetence that they did not understand what they
read andsigned, (Emphasis added),
17
Datumn Realty Corp., supra, at 321 . The Court ofAppeals went on to state the implication ofits
prior Ernst decision as follow; "where a person has read and understood the disclaimer of
representation clause, he is "bound by it" Id at 322. Mayor Miner, an attorney, has submitted
nothing to the Court claiming that she did not read or understand the Disposition Agreement
The Disposition Agreement between the City and COR is a written agreement specifically
tailored to meet the terms ofdie RFP, the proposal submitted by COR and the City's acceptance
ofCOR1s proposal It details the development ofthe premises consistent with the City's Land
Use and Development Flan 2040; the price per parcel; the environmental remediation
requirements; together with the establishment and funding of an environmental remediation

escrow account; an environmental remediation of adjoining land retained by the City, the specific
* requirements and obligations ofeach party prior to Closing; survey and title requirements; and
many other provisions and conditions necessary to accomplish the transfer of title ofthe parcels
fiom the City to COR. See, Aiello Af, Ejchibit E. Tne Disposition Agreement is not a form
contract nor is the disclaimerprovision boileiplate.
Paragraph 20 (A) ofthe Disposition Agreement, read literally, actually represents a
concession by the parties that there had, in fact, been numerous discussions, statements,
M negotiations and representations prior to entering into the formal, written Disposition Agreement
It seems clear that the parties intended by the language contained therein to dearly identify and
enumerate all ofthe necessaryterras and provisions of the Agreementbetween the parties.
The language agreed to by the parties in the Disposition Agreement goes one step further
to assure finality, "The delivery of the deed by [City], and the acceptance thereofby [COR],
18
<
shall be deemed die fell performance hereunder .... and no claims against [City] or [COR] shall
survive the Closing exc^t as hereinafter stated.1' Aiello Aft, Bx. E at
20 (A). This provision
onitsfaccbawtheCitys claims in thia action. See, Taormlna v. Jfflbsher, 215 A.D.2d S40 (id
Dept 1 995), It is undisputed that 5 ofti parcels were transferred by deed without any objection
byfoeCSty.
'
Both COR and Mayor Miner* on behalf offoe City, thus affirmatively agreed that "this
Agreement embodies and constitutes the entire understanding between the parties with respect to
the transactions contemplated hereby, and all prior or contemporaneous agreements,

understandings, representations and statements, oral or written, aro merged into this Agreement1*
Under the circumstances present here, it was reasonable for COR to rely on the written
representations made by the Mayor of the City of Syracuse in the Disposition Agreement, despite
T foe feet that the City now apparently claims that the Mayor's representations were not true.
Consequently, foe Court finds that foe City is bound by the terms ofthe Disposition Agreement it
negotiated and signed. The dear language offoe Disposition Agreement, together with the
circumstances around which it was negotiated and approved, preclude any claim ofJustifiable
reliance by the City necessary to establish ftaud by COR.

Furthermore, the' alleged representation made by COR President Steven Aiello at foe
M
Common Council meeting ofJune 18, 2012, that COR would not seek a PILOT Agreement in
the tare, ifin feet made, was not a "material feet "in the City's approval of foe Disposition
Agreement pertaining to the transfer ofland necessary to complete the Doner Harbor
Development Project As detailed at length above, there is absolutely no mention or reference in
foe RFP prepared by foe City, foe Memorandum ofUnderstanding, foe Disposition Agreement,
19
{ho amendment to die Disposition Agreement, or the individual Deeds transferring the parcels,
concerning any firture limitation with regard to applying for a PILOT Agreement. It was not until
more than three years after the Disposition Agreement was signed feat the City raised an issue
concerning applying for a PILOT Agreement
in feet, a carefUl review of the City's Verified Complaint fails to find any specific
allegation, that the City would aoi have entered into fee Disposition Agreements* for the
alleged misrepresentation by COR, Nowhere in the record does the City claim the Doner Harbor
project is anything other than a beneficial project. There is no allegation that COR has breached
any obligation contained within tire Disposition Agreement At best, fee City has submitted
proof that the Common Council would have approved the Disposition Agreement by a 6 to 3
vote, rather than 8 to 1. The concern over whether or not COR would apply for a PILOT
P Agreement infee fbture was clearly not material at the time to fee approval ofthis
'
$325,000,000,00 beneficial project or it would have been included by fee City. It may be true
that fee City could have benefitted more from a prohibition against COR seeking a PILOT
Agreement, but a claim offraud in fee inducement cannot be used to avoid a bad bargain. See,
Datum Realty Carp,, supra, at 323.

At best, the Court finds that the alleged statement by Mr. Aiello, if made, was merely an
M expression offbture intentions. "Absent a present intent to deceive, a statement of fhture

intentions, promises or expectations is not actionable as fraud (ddams v. Clark 239 NY 403)."
Lane v. MeCallion, 165 AD,2d 688, 690 (2d Dept 1990); see also, Capricorn Investors M, L.P.
v, CooWrands International, Inc., 66 AD,3d 409 (1st Dept. 2009).
20
Recognizing that a claim, of fraud in die inducement seeks to undermine the certainty of a
-written contract, foe Court ofAppeals in Adams cautioned thai *3t is not the intention ofthe court
to extend the effect of this decision by implication, or to a case other than one where the facts are
clearly found against the defendant, The courts will be vigilant to prevent the rescission for fraud
^ ofa contract deliberately made unless die fraud ia admitted or proved by most satisfactory
evidence," Adam v. GiUlg, supra, at 323, Such satisfactory proof simply ia not present in this
record.
Even if COR President AieRo made foe statement to the Common Council that he would
not seek a PILOT Agreement in foe fature, foe City has submitted- no evidentiary proof
whatsoever that he knew that statement to be false at the time it was made (Jimp 18, 2012) and
that it was made with the intent ofinducing the City's reliance, As mentioned above, "[t]o
r maintainaceuseofactionfbrfraudulciitindaoemfiiitofacontmot.aplamtifi'miiatahow 'a
material representation, known to be false, made wifo the intention ofinducing reliance,
upon
which [it] actually rettefd), consequentially sustaining a detriment'"(oltetions omitted). Frank
Crystal eft Co,, Jfna v, Dtllmannt 84 AJ).3d 704 (1st Dept 201 1). Other than speculation and
conjecture, there is no evidentiary showing of a knowing misrepresentation by COR prior to the
signing ofthe Disposition Agreement
M
The City has requested foatfoe summary judgment motion be denied pursuant to C,P,LJL
3212 (f) claiming that "feefs essential to justify opposition may exist but cannot then be stated.**
The City has provided no evidentiary proof even suggestive ofan latent by COR to deceive back
in June, 2012, more than three years before applying for a PILOT Agreement with OCIDA The
City has foiled to demonstrate that any discovery being sought ig "anything more than a fishing
21
expedition." Mtmcuso v. Allergy Assoc. ofRochester, 70 A*D3d 1499 (4th Dept. 2010); see
also, Preferred Capital v. PRK Ino.y 309 A.D.2d 1168 (4fo Dept. 2003); Rotterdam Ventures,
ate, v. Ernst & Young, IIP, 300 AX>M 963 (3d Pept 2002),
As mentioned above, in Older to establish its claim for fraud, foe City must also prove
J
detrimental harm or damages. In foe Verified Complaint, foe City alleges damages as follows:
The [City] has also been damaged by [COR's] actions described
herein by, inter alia, foe loss ofsubstantial tax revenues to foe City
and foe Syracuse City School District, foe loss ofhigher sales
prices that foe City would have been charged for the land if COR
had been candid about its intention to seek a PILOT, and foe
opportunity to obtain a more economically beneficial agreement
wifo foe developer who would not have sought a PILOT
agreement
Verified Complaint, ^ 105,
The Court ofAppeals in Lama Holding Company v. Smith Barney, Inc., 88 N.Y,2d 413
(1996), reiterated and applied foe "out-of-pocket rule" as foe appropriate measure of damages for
alleged fraud, "Damages are to be calculated to compensate plalntifft for what they lost because
offiia fraud, not to compensate them for what they might have gained (citations omitted). Under
foe out-of-pocket rule there can be no recovery ofprofits which would have been realized in foe
absence of fraud (citations omitted)," Id. at 421, Recovery is permitted for consequential
damages naturally flowing from the fraud and is limited to restoring foe parties to their position
M before foe fraud. Id. at 423,

The Court ofAppeals in Lama Holding. Company specifically held that the "loss of an
alternative contractual bargain . . . cannot serve as a basis for fraud or misrepresentation damages
because the toss of foe bargain was 'undeterminable and speculative' (citations omitted)" Id.
Based upon foe above, foe Court finds that the City's alleged "benefit of a bargain" damages are
22
not recoverable in a fraud action. Such damages may be recoverable in a breach ofcontrac
t
action, but no breach ofcontract cause of action Is alleged hi the Verified Complaint The
City
has submitted no proof of any "out-of-pocket damages/'
The Cityhas also Med to provide any proofof 'loss ofsubstantial tax revenues" as a
^ result ofthe alleged fraud. It is -undisputed &at the New York State Canal Corporatio
n owned
these vacant parcels prior to transferring the properties to tire City of Syracuse. Both entities
are
tax exempt Consequently, prior to tire parties entering Into the Disposition Agreement in Jmre,
2012, tiie City was receiving no property tax revenue. Any claim for "loss ofsubstantial tax
revenues" necessarily relates to the future development ofthe Inner Harbor by COR. Baaed
upon
tire holding ofLama Holding Company referenced above, the Cftymaynat recover
"benefit of
foe bargain11 damages in this fraud action.
J
Finally, tire Court finds that tire City's cause ofaction based on "promissory stopper
necessarily Ms because ofthe existence of a valid and enforceable contract arising out ofthe
same subject matter, see, Grossman v. New York Life Insurance Company, 90 AD.3d 990
(2d
Dept. 201 1), especially where foe contract contains a merger clause, Capricorn
Investors HI
LP, v, Cool Brands International Inc., 66 AJ)Jd 409 (1st Dept. 2009); New York City Health
and Hospital Corporation v. St. Barnabas Hospital, 10 AJX3d 489 (1st Dept. 2004). The
y finding of this Court above that the City's reliance on the alleged fraudulent misrepresentations
was not reasonably justified, likewise precludes foe cause of action for promissory estoppel.
Arias v. Women in Need, fna 274 AX?.2d 353 (1st Dept. 2000),
23
In summary, for aQ of-the reasons stated above, this Court grants Bummary judgment to
COB. and dismisses the City's Verified Complaint in its entirety. This constitutes the Decision of
the Court Counsel for COR is hereby directed to submit a proposed Judgment, on notice, within
twenty (20) days ofthe date ofthis Decision.
' Dated; February

ENTER
2016
& A&aA/ .
dames P. Mcrphy
Justice ofjuie Supreme Court^
24
EXHIBIT D
NYSCEF
DOC.
NO.
INDEX NO.
UNASSIGNED
RECEIVED NYSCEF:
12/15/2015
STATE OF NEW YORK

COUNTY OF ONONDAGA
SUPREME COURT
CITY OF SYRACUSE,
VERIFIED COMPLAINT
Plaintiff,
Index No.:
v.

COR INNER HARBOR COMPANY, LLC
COR WEST KIRKPATRICK STREET COMPANY, LLC, and

JOHN DOE,
Defendants.
The Plaintiff, City of Syracuse, by and through its attorneys, Robert P. Stamey, Esq.,
Corporation Counsel; and John A. Sickinger, Esq., Assistant Corporation Counsel, of counsel, as
and for its Complaint, states and alleges as follows:
Parties
1.
The City of Syracuse ("Plaintiff' or "City") is a municipal corporation organized
under the laws of the State of New York, with its principal offices located at 233 East
Washington Street, Syracuse, New York.
2.
Defendant COR Development Company, LLC (collectively referred to along with
its subsidiaries and entities as "Defendant" or "COR") is a domestic limited liability company
registered with the New York Secretary of State, and with a principal place of business located at
540 Towne Drive, Fayetteville, New York. Its President is Steven F. Aiello. As President, he is
authorized to act and speak for COR and its subsidiaries and entities.
[1]
3.
Defendant COR Inner Harbor Company, LLC (collectively referred to as
"Defendant" or "COR") is a domestic limited liability company registered with the New York
Secretary of State, and with a principal place of business located at 540 Towne Drive,
Fayetteville, New York, and is a special purpose entity of, or affiliated with COR Development
Company, LLC.
4.
Defendant COR Solar Street Company IV, LLC, (collectively referred to as
Company, LLC.
5.
Defendant COR Van Rensselaer Street Company, LLC (collectively referred to as
Company, LLC.
6.
Defendant COR West Kirkpatriclc Street Company, LLC, (collectively referred to
as "Defendant" or "COR") is a domestic limited liability company registered with the New York
Company, LLC.
7.
Defendant John Doe is a person or persons, or entity or entities, that have not yet
been identified, who may possess some interest in the real property at issue in this litigation.
[2]
Factual Background
8.
As far back as approximately 2004, the New York State Canal Corporation began
soliciting proposals for the sale and development of certain real property that it owned within the
City of Syracuse. This land, located alongside Onondaga Creek between Bear Street and West
Kirkpatrick Street, is commonly referred to as the "Inner Harbor" area of Syracuse.
9.
Despite issuing multiple requests for proposals (RFP), the New York State Canal
Corporation was not able to successfully obtain a purchaser for the land and complete a transfer.
10.
After the Canal Corporation's unsuccessful attempts to obtain acceptable
responses to its RFP's, the City of Syracuse, in or about November of 2010, requested that the
Canal Corporation transfer the property to the City so that it could attempt to generate economic
development in the City through the sale and development of the property.
11.
The Canal Corporation subsequently transferred to the City of Syracuse the
approximately thirty-four (34) acres of land at the Inner Harbor that it tried to dispose of via its
RFP process. The transfer of this land was accomplished via a transfer agreement between the
New York State Canal Corporation and the City of Syracuse dated January 10, 2012.
12.
As a result of this transfer, the City of Syracuse became the holder of right, title
and interest in the property.
13.
In anticipation of the transfer of this property for economic development, the City
of Syracuse prepared and issued its own RFP on about September 23, 201 1, which sought
proposals to develop approximately twenty-eight (28) acres of the Inner Harbor property, while
reserving approximately six (6) acres for public use. Responses to the RFP were required to be
submitted to the City no later than November 10, 2011.
[3]
14.
Three (3) responses were received by the City, and a committee was formed to
evaluate each proposal.
15.
Defendant COR Development was one of the three responding bidders, and its
November 1 0, 201 1 proposal was signed by COR President Steven F. Aiello.

1 6.
The Defendant' s proposal contained their stated plan to develop all of the
available Inner Harbor parcels.
17.
Section 6.2 of the Defendant's proposal, entitled "Financing and Governmental
Incentives", contained a detailed list of financial and government incentives to be explored by

COR. In pertinent part it stated:
The financial and government incentives to be explored include Industrial
Development Agency endorsements, taxable and tax-exempt bond financing, lowincome, senior, historic and brownfield tax credits, etc., as they may apply to
particular portions of the proposed development, etc.
18.
Conspicuously absent from the Defendant' s proposal, and particularly from this
relevant section, was any mention of Defendant seeking a payment in lieu of taxes (PILOT)
agreement with any governmental entity. This absence is important because the Defendant was
required to notify the City of all information relevant to the potential development, as Section 7.3
of the RFP, entitled "Certification of Information", stated:
By execution of the Disposition Agreement, Proposer will certify that all
information Proposer has provided to the City is complete , true and accurate,
(emphasis added)
19.
The Defendant did not notify the City of its intention to seek a PILOT agreement
from any governmental entity or agency until on or about November 1 0, 20 1 5after the City
had already transferred all but one parcel to CORand therefore did not comply with the RFP's
certification requirement.
[4]
20.
Not only did the Defendant not properly notify the City of its intention to seek a
PILOT agreement, but on multiple occasionsdescribed in further detail belowit made false
representations to the City that it was not going to seek a PILOT agreement.
21.
Ultimately, the committee awarded the project to the Defendant, and thereafter, a
Disposition Agreement was negotiated between the parties that established the terms and price of
the City's Inner Harbor land sales to COR. At no time during these discussions and negotiations
did the Defendant, or anyone affiliated with the Defendant, state that they would seek a PILOT
agreement.
22.
In fact, shortly before the Syracuse Common Council was scheduled to vote on a
property Disposition Agreement between the City and COR for the Inner Harbor properties, at
the request of Mr. Aiello, a meeting with Councilor Khalid Bey was scheduled at the Common
Council Office at Syracuse City Hall in or about the first week of June 2012. Councilor Bey has
stated that at this meeting Mr. Aiello specifically told him that COR would not seek a PILOT
agreement for the Inner Harbor project.
23.
A few days later, on June 13, 2012, Mr. Aiello was present in the Common
Council chambers at City Hall and addressed members of the Council on the Inner Harbor
project in advance of the Council's upcoming vote on the Disposition Agreement. At this
meeting, Mr. Aiello again stated that COR was not seeking a PILOT agreement.
24.
It was well known to COR that the Mayor and Common Council would look
favorably upon a representation that COR would not seek a PILOT agreement in light of the
City's very recent experience with Pyramid Company failing to meet its promised commitments
regarding the expansion at the Destiny USA shopping mall, yet having insisted upon, and
[5]
receiving, the benefits of a PILOT agreement entered into years beforewith approval of a prior
City administrationthat was predicated upon such expansion by Pyramid.
25.
In fact, Pyramid's aforementioned actions had apparently so tarnished the local
citizens' opinion of PILOT agreements in general, that COR certainly would have known that if
they stated an intention to seek such an agreement for the Inner Harbor project they would meet
rigorous scrutiny over its proposed benefits.
26.
Upon information and belief, COR also knew, based on Pyramid's Destiny
project, that frequently PILOT agreements do not ultimately provide the community with the
economic benefits promised by those who seek them, and thus, are often viewed skeptically by
those empowered to approve them.
27.
However, because COR was clear that it would not seek a PILOT agreement for
the Inner Harbor project, on June 18, 2012, based upon their justifiable and reasonable reliance
on these statements by CORstatements that were later shown to be falsethe Common
Council, being induced by these false statements, approved the Disposition Agreement with
COR.
28.
Reasonably relying upon COR's submitted RFP response, its statements that it
would work with the City and not seek a PILOT agreement for the Inner Harbor project, and its
indication that it would work with the City to complete the development project, Syracuse Mayor
Stephanie Miner subsequently approved and signed the Disposition Agreement, and it was fully
executed on or about August 27, 2012.
29.
Mayor Miner's approval of the Agreement was a result of the Defendant's
representations that they would not seek a PILOT for the project, as it has been her
[6]
administration's explicit economic policy to ensure that there is a significant community benefit
to the City and its residents in any development agreement she approves.
30.
COR further benefitted from its deception about not seeking a PILOT agreement
as it obtained $ 1 ,500,000.00 commitment from the Syracuse Industrial Development Agency
(SIDA) for infrastructure improvements at the Inner Harbor that it would not have obtained if
they had stated their intention to seek a PILOT. This commitment was made by SIDA with the
strong support and endorsement of Mayor Miner, which was predicated upon COR's
representation that they would not seek a PILOT agreement for the project.
31.
Even after entering into the Disposition Agreement with the City COR continued
to represent that it would not seek a PILOT agreement for the Inner Harbor project.
32.
More specifically, on December 27, 2013, while discussing the Inner Harbor
project at the Mayor's office in Syracuse City Hall, COR President Steven Aiello stated to
Mayor Miner that COR would not seek a PILOT agreement on the project. Aiello's statement
was false.
33.
Mr. Aiello repeated this false assertion on other occasions, including on an
occasion in or about September or early October of 2014, when he falsely reiterated to Mayor
Miner that COR would not seek a PILOT agreement for the Inner Harbor project. During this
conversation, Mr. Aiello requested that Mayor Miner talk to City Assessor David Clifford on
COR's behalf with regard to COR's desire to lower their tax assessment on their Inner Harbor
property. Mayor Miner replied to him that she would not do so, knowing it would be improper
and unethical, if not illegal, for her to do so.

34.
On March 21, 2014, the Defendant even went so far as to issue a press release
highlighting the fact that it would not seek governmental financial assistance for the Starwood
[7]
Aloft Hotel that it was developing as part of the Inner Harbor project. This statement was later
shown to be false when the Defendant did in fact later seek a PILOT agreement for the parcel on
which the Starwood Aloft Hotel is located.
35.
On October 21, 2014, a limited liability company and entity owned and/or
controlled by the Defendant, COR West Kirkpatrick Street Company LLC, filed a lawsuit
against the City of Syracuse, the City of Syracuse Assessor, and Board of Assessment Review of
the City of Syracuse in Onondaga County Supreme Court. This suit, brought pursuant to Article
7 of the Real Property Tax Law, sought a reduction of the assessed value of property located at
328 West Kirkpatrick Street in the City of Syracuse.
36.
Having failed to exhaust its administrative remedies prior to filing suit as is
required, the Defendant sought review of its assessment by the independent Syracuse Board of
Assessment Review and appeared before the Board on or about November 21, 2014. Thereafter,
on or about December 3, 2014, the Board of Assessment Review issued its Notice of
Determination denying the grievance.
37.
Having received the Board's denial, thereafter, on December 1 1, 2014, COR West
Kirkpatrick Street Company LLC, filed an Amended Petition noting that they had now complied
with the law regarding its obligation to exhaust all administrative remedies prior to filing suit.
38.
During discussions regarding the subject matter of this litigation, COR Executive
Vice-President and Legal Counsel Joseph Girardi made representations to City Assessor Clifford
that COR was not seeking a PILOT agreement for the Inner Harbor project. Notably, in two
separate meetings with Mr. Clifford held on or about September 26, 2014, and October 3, 2014,
Mr. Girardi asserted that the City should treat COR more favorably when reviewing its
assessments because it was not seeking a PILOT agreement.
[8]
39.
In fact, Mr. Clifford did take into account COR's statement that they were not
seeking a PILOT agreement when he subsequently reviewed the assessed values of all of the
Inner Harbor parcels. Taking into consideration, among other things, COR's representations that
they were not seeking a PILOT agreement, Mr. Clifford determined that in order to resolve the
issue appropriately and expeditiously, a reduction for the parcels within the range of value he
previously established based upon his professional opinion and available market data, was
appropriate.
40.
Knowing that any assessment must be supportable, and in light of the new
information presented to him at this timenotably that this revised assessment would be part of
a global resolution of the assessment issue for all Inner Harbor parcelsand that his revised
assessment was still within the original value range he set for the propertiesMr. Clifford
believed that the reduced assessment values the market indicated, and he subsequently set, were
appropriate.
41.
COR voluntarily settled its tax assessment lawsuit by entering into a voluntary
global settlement agreement on or about March 31, 2015, which provided it with the tax certainty
it sought. This agreement, not only provided COR with the tax assessment certainty it desired
for parcels at the Inner Harbor that it already owned, but also for prospective future acquisitions
by COR at the Inner Harbor. The agreement was reached after substantial negotiation between
the City and COR, and set the assessed values for the Inner Harbor properties.
42.
The City was in favor of settling the matter because it demonstrated the City's
commitment to working and negotiating with developers in good faith to promote and enhance
economic development in the City. However, if COR had been open and fully candid with the
[9]
City about its intention to seek a PILOT agreement for the Inner Harbor Project, the City would
not have agreed to such a settlement.
43.
On November 10, 2015, despite its repeated statements and assurances to the
contrary, the Defendant announced that it was seeking a PILOT agreement, and that it was
seeking it from the Onondaga County Industrial Development Agency (OCIDA). Thus, COR's
false and fraudulent assertions enabled them to negotiate and obtain more favorable reduced
assessments that were later utilized as a base value with certain percentage reductions in the
OCIDA PILOT agreement it sought.
44.
Despite its repeated assurances to the contrarygoing so far as to issue a press
releasethe Defendant, in Exhibit B to its application to OCIDA, indicates that it is now

seeking a PILOT agreement for the parcel on which the Starwood Aloft Hotel project is located.
In light of this, the Defendant's previous public and private statements regarding not seeking a
PILOT for the Starwood Aloft Hotel, and Defendant's March 21, 2014 press release, were false.
45.
Additionally, on June 17, 2014, COR attorney Catherine (Kate) Johnson appeared
at a meeting of the Syracuse Industrial Development Agency (SIDA) Board meeting held in the
Common Council Chambers at Syracuse City Hall. At this meeting, Ms. Johnson told the Board
that COR was not seeking a PILOT agreement for the Starwood Aloft Hotel phase of their
project at the Inner Harbor. However, contrary to this statement, COR is now seeking a PILOT
agreement for the parcel of land on which the Starwood Aloft Hotel is located.
46.
Upon information and belief, COR, Mr. Aiello and Mr. Girardi knew their
statements and COR's press release to be false at the time they were made and/or published.
47.
The Defendant's action in seeking a PILOT agreement was not reasonably
expected or anticipated by the City in light of the Defendant's repeated assurances that they
[10]
would not seek a PILOT agreement. Additionally, it is highly unusual for COR to seek a PILOT
agreement from OCIDA, as development projects within the City of Syracuse that utilized
PILOT deals were previously and traditionally brought to SIDA.
48.
On December 1 , 20 1 5, OCIDA held a public hearing at its offices at 333 West
Washington Street in the City of Syracuse, for the stated purpose of hearing public comment on
the proposed PILOT agreement with COR. Despite being described as a public hearing, no
members of the OCIDA Board were present for the hearing to hear the numerous comments
made in opposition to the deal by attendees, and no documents were made available to the public
that indicate what the details of the deal that was being proposed for COR.
Not a single person
spoke in favor of the deal at this meeting. Moreover, COR did not send a representative to speak
on its behalf or to face public scrutiny for its failure to honor its previous commitment to not
seek a PILOT deal.
49.
Upon information and belief, among other reasons, the Defendant hid from the
City its intention to seek a PILOT agreement because it knew that the City would demand a
community benefit on any development project as a condition of any deal. By turning to
OCIDA, the Defendant has turned to an entity that it likely knew would not seek to negotiate and
obtain the community benefits that the City would.
50.
Upon information and belief, COR abandoned the City for OCIDA because it
wanted to avoid providing the economic community benefits that the City would have insisted
upon as part of any PILOT deal, and to also avoid having to work in good faith with City
residents and other impacted groups, such as the Urban Jobs Task Force.
[11]
51.
Upon further information and belief, COR has refused to even meet with the
Urban Jobs Task Force to hear their concerns about the economic impact a PILOT agreement
would have on its members and other City residents and taxpayers.
52.
As an apparent response to the negative publicity that the Defendant received as a
result of their broken commitment not to seek a PILOT agreement for the Inner Harbor project,
on December 2, 2015, COR President Steven Aiello issued a public statement on behalf of COR.
53.
In this statement, COR claimed that their seeking a PILOT agreement for the
Inner Harbor project from OCIDA, despite their earlier statements that no PILOT agreement
would be sought by COR, was a result of a business decision that arose as a result of their
previous lawsuit against the City regarding the assessment of a parcel it owned within the Inner
Harbor project (Tax ID No.: 1 17.-01-10.0), and an alleged concern by COR over uncertainty in
their real property tax assessment for the Inner Harbor parcels.
54.
COR' s December 2, 20 1 5 explanation for why it arbitrarily abandoned the City to
seek a tax deal with OCIDA is demonstrably false. The Defendant voluntarily settled its tax
assessment lawsuita lawsuit that it initiated against the Cityby entering into a voluntary
settlement agreement which provided it with the tax certainty it sought. This agreement, dated
March 31, 2015, together with its accompanying letter agreement, not only provided COR with
the assessment certainty it desired for Inner Harbor parcels it already owned, but also for
prospective future acquisitions.
55.
The veracity of COR' s December 2,2015 statement is also undermined by the
fact that COR freely continued to do business with the Cityand acquire additional parcels of
land from the City for the Inner Harbor projectfor approximately six (6) months after COR
voluntarily settled and resolved its tax assessment dispute with the City. Notably, COR acquired
[12]
three (3) separate parcels of land from the City for the Inner Harbor project after the dispute was
settled, including two (2) parcels on October 28, 2015, just thirteen (13) days before announcing
their intent to seek a PILOT agreement from OCIDA.
56.
Mr. Aiello's December 2, 2015 statement also incorrectly claimed that the City
raised the real property tax assessment on COR's Inner Harbor properties after they were
acquired by COR. In fact, the real property tax assessment values in question were set before
COR acquired the properties in question from the City.
57.
In his statement, Mr. Aiello appears to attempt to insinuate he was surprised that
after acquiring parcels from the City, and planning and beginning development on those parcels,
the value of such land would increase. He also appears to confuse, either intentionally or
through ignorance, the difference between the purchase price of property and the assessed value
of such property, as he apparently believes that the City should have assessed COR's properties
at their purchase price, not the price they were actually worth once development was planned
and/or began on them.
58.
As experienced property developers, it is inconceivable that COR and its officers
and executives would not have known that their Inner Harbor properties' market value, and
thereby their assessed value, would increase once they planned and/or began development of the
property. In fact, COR knew, or should have known, through its prior experience in developing
its COR Center property in Clay, New York, that assessed value will in fact rise once a property
begins to transition from undeveloped to developed, as upon information and belief, this is
exactly what happened on their COR Center project.
59.
Mr. Aiello's December 2, 2015 statement further appears to indicate that because
the City would not lower COR's tax assessment without a proper basis to do soan action that
[13]
would be improper, illegal and contrary to the public goodCOR chose to seek a PILOT
agreement with an entity that would not require review and, approval by elected officials; that
would presumably result in a much lower real property tax payment , and corresponding loss of
community benefit; and deprives a financially challenged City, its school district, and residents
of needed public funds.
60.
Upon information and belief, Mr. Aiello's public statement of December 2, 2015
was a part of his ongoing pattern of dishonesty with regard to the intentions of COR to seek a
PILOT agreement, and his demonstrably false explanation alleging that COR chose to go to
OCIDA as a result of COR's previous tax assessment lawsuit against the City is at best pre-
textual, and merely the best explanation he can concoct for COR's dishonest actions and to
address the public outcry that has resulted from their actions.
61.
The City' s good faith reliance on the false statements of the Defendant and its
officers has caused financial damage to the City of Syracuse through, inter alia, the loss of
substantial tax revenue and funds that would be available to the City through SIDA to be used to
help alleviate the burden on Syracuse taxpayers.
62.
On December 15, 2015, the OCIDA Board approved an agreement granting a
PILOT deal to the Defendant.

63.
Prior to November 10, 2015, when it was made public that COR was seeking a
PILOT deal from OCIDA, COR did not notify the City of its intended action, despite having a
legal obligation to do so. Moreover, prior to November 10, 2015, neither OCIDA nor Onondaga
County informed the City or SIDA of COR's intentions.
[14]
64.
To date, through its fraudulent representations and actions, the Defendant has
acquired the following properties from the City for its Inner Harbor project:
Tax Map Id.
Date
No.
Grantee
Parcel(s)/Lot(s)
117-01-01.2;
117-01-01.3;
117-01-01.4;
May 21, 2015
117-01-01.5;
COR Van Rensselaer Street Company, LLC
Parcel B
117-01-01.6;
and
117-01-01.11.1
May 30, 2015
117-01-10
October 28,
2015
117-01-06
October 28,
2015
117-01-01.1
Parcel A-l
COR West Kirkpatrick Street Company,

LLC
Parcel A-3
COR Solar Street Company IV, LLC
Parcel C
COR Van Rensselaer Street Company, LLC
AS AND FOR A FIRST CAUSE OF ACTION FOR BREACH OF IMPLIED

COVENEANT OF GOOD FAITH AND FAIR DEALING
65.
The Plaintiff realleges each and every allegation in this Complaint as if more fully
set forth herein.
66.
The Plaintiff and COR Development Company, LLC, are parties to the Inner
Harbor Project Disposition Agreement dated August 27, 2012.
67.
The Defendant, although not expressly forbidden by the Disposition Agreement
from seeking a PILOT agreement, falsely stated that they would not do so.
68.
By seeking a PILOT agreement with OC3DA, the Defendant acted to deprive the
Plaintiff of the right to receive benefits under the Disposition Agreement in the form of, inter
alia, the loss of substantial tax revenue to the City and the Syracuse City School District, the loss
of higher sales prices that the City would have charged for the land if COR had been candid
[15]
about its intention to seek a PILOT, and the opportunity to obtain a more economically beneficial
agreement with a developer who would not have sought a PILOT agreement.
69.
The Defendant's action in seeking a PILOT agreement is not contrary to any
express provision in the Disposition Agreement, nor is it an express breach of same, but it
violates the City's reasonable expectation that the Defendant would act honestly and in good
faith to not do anything to harm the City through its actions relating to the Agreement.
70.
The City has been injured and harmed by the conduct of the Defendant, and the
Defendant's conduct is the direct and proximate cause of the City's injury and damages.
AS AND FOR A SECOND CAUSE OF ACTION FOR FRAUDULENT

MISREPRESENTATION
71.
The Plaintiff realleges each and every allegation in this Complaint as if more fully
set forth herein.

72.
The Defendant misrepresented or made a material omission of fact when making
false statements that they would not seek a PILOT agreement.

73.
Upon information and belief, the Plaintiff knew their statements regarding not
seeking a PILOT agreement were false at the time they were made.
74.
COR made these false statements for the purpose of inducing the Plaintiff to rely
on them.
75.
The City was influenced by, and justifiably and reasonably relied upon, COR's
false statements when it decided in June 2012 to enter into the Disposition Agreement with the
Defendant.
[16]
76.
The City of Syracuse has been injured and damaged by COR's fraudulent
misrepresentations in the form of, inter alia, the loss of substantial tax revenues to the City and
the Syracuse City School District, the loss of higher sales prices that the City would have
charged for the land if COR had been candid about its intention to seek a PILOT, and the
opportunity to obtain a more economically beneficial agreement with a developer who would not
have sought a PILOT agreement.
AS AND FOR A THIRD CAUSE OF ACTION FOR FRAUDULENT

INDUCEMENT
77.
The Plaintiff realleges each and every allegation in this complaint as if more fully
set forth herein.

78.
COR misrepresented or omitted a material fact in making the false statements
cited above indicating that they would not seek a PILOT agreement.
79.
Upon information and belief, COR knowingly made these false statements with
the intent to induce the City into relying upon them when entering into the Disposition
Agreement.
80.
The City was influenced by, and reasonably and justifiably relied upon COR's
false statements when negotiating and entering into the Disposition Agreement with them.
81.
COR's fraudulent misrepresentations caused injury and damages to the City in the
form of, inter alia, the loss of substantial tax revenues to the City and the Syracuse City School
District, the loss of higher sales prices that the City would have charged for the land if COR had
been candid about its intention to seek a PILOT, and the opportunity to obtain a more
economically beneficial agreement with a developer who would not have sought a PILOT
agreement.
[17]
AS AND FOR A FOURTH CAUSE OF ACTION FOR PROMISSORY

ESTOPPEL
82.
set forth herein.
83.
The Defendant made clear, definite, and unambiguous promises on multiple
occasions to the City that it was not going to seek a PILOT agreement for the Inner Harbor
project.
84.
When attesting to the completeness of their proposal for the Inner Harbor project
on November 10, 201 1as required in the RFPby not requesting any PILOT agreements in
their proposal, COR made a clear statement that a PILOT from any government entity would not
be a part of their development of the Inner Harbor.
85.
Furthermore, prior to Common Council voting on the Disposition Agreement,
COR President Steve Aiello in a June, 2012 meeting, made oral assertions to Councilor Bey that
COR would not seek a PILOT agreement for the Inner Harbor project. On June 13, 2012,
subsequent to that meeting with Councilor Bey, Mr. Aiello addressed the entire Common
Council in a study session regarding the Disposition Agreement where he again stated that COR
was not seeking a PILOT agreement for the Inner Harbor project.
86.
COR made these false representations to the City for the purpose of securing
rights to the Inner Harbor property and project, and to avoid the negative public sentiment that
would have hindered their proposaland the City's subsequent approval of the Disposition
Agreementif they had disclosed their intent to pursue the benefits of a PILOT agreement.
[18]
87.
COR made these false representations to the City for the purpose of causing the
City to believe and rely upon them so that COR could obtain the Disposition Agreement to
acquire the Inner Harbor property.
88.
The City reasonably relied to its detriment on these clear and unambiguous
representations made by Defendants. In particular, after multiple assurances by COR to the

Common Council that a PILOT agreement would not be sought, the Council relied on these
representations when it approved the City's Disposition Agreement with COR on June 18, 2012.
89.
Mayor Stephanie Miner also relied on these false statements when she
' subsequently approved the Disposition Agreement.
90.
The City reasonably and foreseeably relied upon COR's November 10, 201 1
proposal for the Inner Harbor project where COR clearly stated by omission that they were not
seeking a PILOT agreement, and subsequently relied upon such representations when negotiating
the terms of the Disposition Agreement. Furthermore, when approving the Disposition
Agreement, the City reasonably and foreseeably relied upon COR's multiple June 2012
representations that it was not seeking a PILOT agreement.
91.
The City's reasonable reliance on COR's multiple clear and unambiguous
representations that they were not seeking a PILOT agreement was to its detriment because by
approving COR's proposal and negotiating terms for the Disposition Agreement, the City: (a)
lost the opportunity to work with another entity to develop the Inner Harbor project without a
PILOT agreement, who would have then paid various taxes based on the property's assessed
value for the benefit of the public and the City; and/or (b) lost the opportunity to benefit from
SIDA negotiations of a PILOT agreement with COR or any other entity, as the City would be a
beneficiary of the PILOT development fees.
[19]
92.
COR's misrepresentations are the proximate and direct cause of the City's
reasonable reliance, and its subsequent injury and damages, which include, inter alia, the loss of
substantial tax revenues to the City and the Syracuse City School District, the loss of higher sales
prices that the City would have charged for the land if COR had been candid about its intention
to seek a PILOT, and the opportunity to obtain a more economically beneficial agreement with a
developer who would not have sought a PILOT agreement.
AS AND FOR THE PLAINTIFF'S DEMAND FOR RESCISSION OF

THE INNER HARBOR PROJECT DISPOSITION AGREEMENT AND
THE DEEDS THAT RESULTED FROM THAT AGREEMENT
93.
set forth herein.

94.
COR's actions described above constitute fraud in the inducement.
95.
COR, and those individuals entitled to speak and act on its behalf, knowingly
misrepresented material facts regarding their seeking a PILOT agreement.

96.
COR made the false statements cited above with the intention and purpose of
deceiving the City.
97.
The City justifiably and reasonably relied upon COR' s false statements, and they
induced the City into entering into the Disposition Agreement with COR, an action that was to
the City's detriment.
98.
The Defendant's fraudulent misrepresentations caused injury and damages to the
Plaintiff in the form of, inter alia, the loss of substantial tax revenues to the City and the Syracuse
City School District, the loss of higher sales prices that the City would have charged for the land
if COR had been candid about its intention to seek a PILOT, and the opportunity to obtain a
[20]
more economically beneficial agreement with a developer who would not have sought a PILOT
agreement.
99.
As a result of the foregoing, Plaintiff is entitled to, and seeks, rescission of the
Inner Harbor Project Disposition Agreement and the deeds that resulted from that agreement.
1 00.
Pursuant to Civil Practice Law and Rules 3002(e), the Plaintiff seeks both
rescission of the Inner Harbor Project Disposition Agreement and monetary damages.
DAMAGES
101 .
set forth herein.
102.
The actions of COR described above are the direct and proximate cause of injury
to the Plaintiff.
103.
The City's monetary damages include, but are not limited to, the loss of tax
revenue from the properties transferred to COR.

104.
The City has further been damaged by the loss of SIDA agency development fees
that would have benefitted the City of Syracuse if COR had not abandoned SIDA to obtain a
PILOT from OCIDA. In their PILOT application to OCIDA, COR places a total value of
$323,560,000.00 on the project. The City of Syracuse, through SIDA, would have benefitted
from an agency development fee of 1% of the value of the project. Accordingly, COR's decision
to seek a PILOT agreement from OCIDA has deprived the City of Syracuseand by extension
its taxpaying residentsof significant development fees in the amount of $3,235,600.00 that
would have been used for the benefit of the residents of Syracuse.
105.
The Plaintiff has also been damaged by the Defendant's actions described herein
by, inter alia, the loss of substantial tax revenues to the City and the Syracuse City School
[21]
District, the loss of higher sales prices that the City would have charged for the land if COR had
heen candid about its intention to seek a PILOT, and the opportunity to obtain a more
economically beneficial agreement with a developer who would not have sought a PILOT
agreement.
NOTICE OF FILING OF LIS PENDENS
106.
Notice is hereby given that a Notice of Pendency (lis pendens), in the form
attached as Exhibit A, is being filed concurrently in the real property records of the County of
Onondaga, State of New York.
WHEREFORE, Plaintiff seeks rescission of the Inner Harbor Project Disposition
Agreement dated August 27, 2012, rescission of the deeds that resulted from that Disposition
Agreement, monetary damages in an amount to be determined at trial that are in excess of the
jurisdiction of all lower courts, and such other and further relief the Court deems just and proper.
ROBERT P. STAMEY, ESQ.
Dated: December 15, 2015
Corporation Counsel
By:
&
iL
JOHN A. SICKINGER, ESQ.
300 City Hall
(315) 448-8400
jsickinger@syrgov.net
[22]
VERIFICATION
STATE OF NEW YORK
COUNTY OF ONONDAGA
ss.:
Stephanie A. Miner, being duly sworn, deposes and says:

I am the Mayor of the City of Syracuse, a municipal corporation and party to the within
action. I have read the foregoing Summons and Verified Complaint and know the contents
thereof to be true to the best of my knowledge, except as to the matters therein stated to be
alleged upon information and belief, and as to those matters I believe them to be true. This
verification is made by me as a person acquainted with the facts of this matter.
The basis of my belief as to all matters not set forth upon my personal knowledge is as
follows: the books and records of the City Corporation and conversations by, with, and between
its officers and employees.
SA
ST]
A. MINE]
ayof of the City of Syracuse
Sworn to before me this

day of December, 2015
22
Notary Public
JOHN A. SICKINGER
Notary Public, State of New York
Qualified in Onondaga Co. No. 02SI6140472"
Commission Expires Jan. 30, 20 iy
[23]

COR Motion To Dismiss Lawsuit

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COR Motion To Dismiss Lawsuit

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SUPREME COURT OF THE STATE OF NEW YORK

APPELLATE DIVISION, FOURTH DEPARTMENT

COR DEVELOPMENT COMPANY, LLC,

COR INNER HARBOR COMPANY, LLC,

COR VAN RENSSELAER STREET COMPANY, LLC,

STATE OF NEW YORK

CHRISTOPHER E. BUCKEY, being duly sworn, deposes and says:

I am a member of Whiteman Osterman & Hanna LLP, attorneys for Defendants-

I submit this affidavit in support of Defendants-Respondents' motion to dismiss

Plaintiff-Appellant commenced this action by summons and complaint dated

misrepresentations to it in connection with the transfer of certain land. Plaintiff-Appellant also

filed a notice of pendency against certain property at issue in the action.

By notice of appeal dated and served on February 1, 2016, Plaintiff-Appellant

Accordingly, Defendants-Respondents respectfully request

an order dismissing the appeal for failure to perfect within

Defendants-Respondents also respectfully submit that the

as it relates to the dismissal of the rescission cause of action

and dismissed this action in its entirety. A copy of the notice

inducement) causes of action in the complaint. These were the

only claim which affected title, possession, use or enjoyment of

Pursuant to 22 NYCRR 202.5-b(h)(3), Defendants-Re

of entry of Supreme Court's order and judgment on Februa

judgment on or before March 30, 2016. See CPLR 5513(a)

has been rendered academic.

snay of April, 2016

ONONDAGA COUNTY CLERK 01/25/2016 02:54 PM)

At an IAS Term of the Supreme

held in and for the County of

on the 30th day of December, 2015.

Index No.: 2015EF5077

COR DEVELOPMENT COMPANY, LLC

COR SOLAR STREET COMPANY IV, LLC

WHEREAS, on or about December 15, 2015, Plaintiff City of Syracuse ("Plaintiff')

ORDERED that Defendants' motion to dismiss the First Cause of Action

is hereby denied without prejudice, and it is further

ORDERED that Defendants' motion to dismiss the Second Cause of Action

ORDERED that Defendants' application to schedule an inquest pursuant to CPLR

ORDERED that Defendants' application for an award of attorneys' fees pursuant to

Dated: January ^^2016

Hon, James P/Murp]

ONONDAGA COUNTY CLERK 12/15/2015

STATE OF NEW YORK

COR DEVELOPMENT COMPANY, LLC,

property (hereinafter 'premises") described in "Exhibit I - Legal Description Of Premises By

Dated; December 15, 2015

Robert P, Stamey, Esq.

JdfiNA. SICKINGER, ESQ.

j the northwesterly street line W tyesritirkpktrick Street, a distancej0H 709.52

t inticrsec|ion !with, tKes nor^asWlylrig^trof-my line of Onondaga

N4n4'W"&, a distance pf 43.93 feetpthen$ N.3350*O5"W.a distance of 26.68 feet to 16

courses and,distances< N.33?50,05<,WXa distaiice of 31.90 feet, N.5609'55"E., a distance of

60.06 feet, S^SOWE, a distance of 31.90 feet,

ft distance *f 627.30 feet;.

Containing 3-94 acres ofland more or less.

Anirant CcrponSoB twMM

Beginning at the intersection of the northeasterly boundary of Van Rensselaer Strectwith

distances: 1) N 3W30" E. 367,71 feet; 2) N 50*26*30" W, 90.00 feet; 3) N 53*19*43" W.

46*42*20" E.,95.63 feet; 2) S 6035,40* E, 208.72 feet; 3) S 53*40*39" E, 30351 feet; 4) S

feet; 5)S402r50" E. 35,81 feet to the aforementioned northwesterly boundary of West

the following courses and distances: I)S56ol3'50*W,189.52fcet; 2) $643riO"W, 369.77

to be filed in the Onondaga County Clerk's Office.

Approved only u to Am md kgaflfyi

ofthe above mentioned Resubdivision, adistaneeof70.16feetto a point therein; thence

distances: 1) N 3W30" E. 367,71 feet; 2) N 502630" W, 90.00 feet; 3) N 531943" W.

464220" E.,95.63 feet; 2) S 6035,40* E, 208.72 feet; 3) S 534039" E, 30351 feet; 4) S

and distances:! ) N 393330" E, 190.00 foot; 2) S 5026'30H E, 60.00 feet; 3) S 3933'30M W,

N3322'05HW, a distance of 38.22 feet, N.4620'35"W. a distance of 46.29 feet.