This section contains the nature of the case and procedural background.

In March 2010, the Foundation (P) contracted to give the LLC (D) a $2.5 million grant. D contractually agreed to carving Recognition Text (i.e., text recognizing the Rubins' and P's grant) at a specific location near a bust of FDR which was to be housed in the park. P's grant enabled D to qualify for essential public funding from New York State and New York City, after which D was able to raise the necessary funds to complete the Park. It was only after the necessary funds were raised and the Park essentially completed that D reneged on its obligation to engrave the Recognition Text at the specified location, citing aesthetic concerns. The agreements between P and D detail D's obligation to engrave specific text recognizing the Foundation and its founders on a 12-foot-by-12-foot granite wall, which is part of a structure in the Park called the 'Threshold' (or the niche) that houses a bronze bust of FDR. It was to read, 'IN HONOR OF VERA D. RUBIN AND SAMUEL RUBIN. THE REED FOUNDATION.' As depicted in the photographs, the placement of the Threshold Recognition Text was to be low to the ground, in small font less than two inches high along the bottom of a solid 12-foot-by-12-foot granite wall on the west-facing side of the Threshold. On June 21, 2012, P consented to a request for the Threshold Recognition Text be changed from black to a muted gray. P's grant was to fund construction of the Park, including 'the carving of, and/or other display of, the Threshold Recognition Text.' D agreed to 'construct the Recognition in accordance with the terms, conditions, and specifications set forth in the Recognition Agreement.' D began pressuring P to consent to relocate the Recognition Text to an area called the 'Grand Staircase' at the opposite end of the Park, where other donors' names were going to be engraved. P declined. D then noticed P that it refused to perform because the Threshold is not the 'best aesthetic.' P sought specific performance. D offered to return P's money. Jack Reynolds, director of the Yale University Art Gallery, argued that to inscribe the Recognition Text 'within the heart of Louis Kahn's public architectural masterwork is akin to signing a donor's name within the frame of great painting, something . . . that no donor would ever insist on . . . doing to a great Picasso or Van Gogh canvas upon donating such to a museum.'

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