City Of Yonkers v. Otis Elevator

844 F.2d 42 (2nd Cir. 1988)

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Nature of the Case

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Facts

D was founded in Yonkers in 1853, and continued in business there until 1976. In 1968, the plant required modernization and expansion to remain commercially viable. Expansion appeared impossible due to limited land space, and D considered closing the plant. D recommended the use of urban renewal (with its accompanying provision for condemnation) to allow D to expand to the east of the plant. D stated to P that it would be willing to expand and modernize its plant if P would condemn the land it needed. P and D entered into a letter of intent dated June 5, 1972, which provided in relevant part: 1) The purpose of this letter and the commitments set forth herein is the realization of the following goals: a) the retention by Otis of its existing usable manufacturing facilities in Yonkers; b) the improvement and expansion of those facilities with the cooperation and assistance of federal, state and local agencies; c) the improvement in the aesthetic appearance of the older section of Yonkers in which these facilities are located; and d) the continuation of existing opportunities for employment and training of the unemployed and the underemployed. P adopted an urban renewal plan and set forth a number of goals and conditions, including obligations of D. P cleared the land with state, federal, and city money. D invested substantial funds renovating its Yonkers physical plant. On September 13, 1974, they entered into a land disposition agreement. On December 29, 1976, the parties entered into a termination agreement, which released the parties from further liability with respect to these obligations. The actual redevelopment and construction were substantially completed on November 3, 1976. By 1982, the technology of elevator manufacture had undergone substantial change. Yonkers manufactured three mechanical components. Two of those three were replaced by electronic components. The operation of the Yonkers plant became economically unfeasible, and D closed it down in 1982. P sued D. None of the agreements or other documents included any specific commitment by D to continue production at its Yonkers facility. P contends that D was obliged to continue in operation in Yonkers 'for a reasonable time to be set by law, . . . alleged to be at least sixty years.' D denies the obligation and contends the statute of frauds precludes any relief because the asserted contract between the parties was not to be performed within one year from its making, and the crucial asserted term as to duration was not memorialized in a writing subscribed by D. The court ruled that the statute of frauds applied and there was no writing sufficient enough to satisfy the statute. It held that D also demonstrated that no rational finder of fact could find for Ps on the facts of this case on either a theory of contract (express or implied), equitable estoppel, or unjust enrichment. P appealed.