13391 Broadway LLC v. Vill. of Alden

• Decision Date: 30 November 2020
• Docket Number: 19-CV-882S
• Parties: 13391 BROADWAY LLC and BETTER BUFFALO PROPERTIES LLC, Plaintiffs, v. VILLAGE OF ALDEN, Defendant.
• Court: U.S. District Court — Western District of New York

13391 BROADWAY LLC and BETTER BUFFALO PROPERTIES LLC, Plaintiffs, v. VILLAGE OF ALDEN, Defendant.

19-CV-882S

UNITED STATES DISTRICT COURT WESTERN DISTRICT OF NEW YORK

November 30, 2020

DECISION AND ORDER

I. INTRODUCTION

In this action, Plaintiffs 13391 Broadway LLC and Better Buffalo Properties LLC seek damages from the Village of Alden for violating their rights under the United States Constitution and New York law when the Village interfered with prospective purchasers of Alden Landings, a mobile home park owned by Plaintiffs, and when the Village later denied a renewal of Plaintiffs' license to operate Alden Landings. Before this Court is the Village's motion to dismiss for lack of subject-matter jurisdiction and for judgment on the pleadings pursuant to Federal Rules of Civil Procedure 12 (b)(1) and 12 (c). For the following reasons, the Village's motion will be granted in part and denied in part.

II. BACKGROUND

This Court assumes the truth of the following factual allegations contained in the complaint. See Hosp. Bldg. Co. v. Trs. of Rex Hosp., 425 U.S. 738, 740, 96 S. Ct. 1848, 48 L. Ed. 2d 338 (1976); see also Hamilton Chapter of Alpha Delta Phi, Inc. v. Hamilton Coll., 128 F.3d 59, 63 (2d Cir. 1997).

In considering the Village's motions, this Court will consider the allegations in the complaint, the text of all relevant versions of Alden Village Code § 131, and the two purchase agreements referred to in the complaint, which this Court considers to be incorporated by reference in the complaint.¹

In the complaint, Plaintiffs refer to themselves collectively as "Better Buffalo." Defendants move to dismiss 13391 Broadway LLC for lack of standing, because Plaintiffs refer only to "Better Buffalo" as a collective plaintiff throughout most of the complaint, and refer specifically to 13391 Broadway LLC only twice. This Court addresses this issue below, but for narrative purposes here assumes that both plaintiffs are included whenever the complaint refers to an entity called "Better Buffalo."

A. Better Buffalo's purchase of Alden Landings

Better Buffalo is the owner of Alden Landings, a mobile home park in the Village of Alden. (Complaint, Docket No. 1, ¶¶ 1, 19.) The Village of Alden Code requires an operator of a mobile home park to have a license. (Id., ¶ 11.) Alden Village Code § 131-9 states that to receive a license, an applicant must gain approval from the Village code enforcement officer, the Village superintendent of public works, the Village engineer, the Erie County Department of Health, and the Village Board of Trustees. (Id., ¶ 13.) The same procedure is required every year for a license to be renewed. (Id., ¶ 12.) In addition, before a license is approved or renewed, the Board of Trustees must hold a public hearing to accept comments for or against the approval or renewal. (Alden Village Code § 131-9(F)(1), Docket No. 15-9 at p. 12.)

Before Better Buffalo purchased Alden Landings, Village Code Enforcement Officer Joe Czechowski and Village Superintendent of Public Works Keith Sitzman identified a number of issues with Alden Landings, including drainage issues and the condition of the paving. (Id., ¶ 16.) Despite these concerns, the Village granted a license to the then-owner of Alden Landings in 2013. (Id.) In correspondence dated July 24, 2014, Code Enforcement Officer Czechowski again notified the then-owners of Alden Landings of inadequate drainage and of street-grading concerns, and informed them that these issues would be "further evaluated during the next review cycle." (Id., ¶ 17.) Despite these issues, the Village granted a license to the then-owner in 2014. (Id., ¶18.)

Better Buffalo asserts that, "at all relevant times, there were no significant drainage issues at Alden Landings. Areas of standing water would form only on the few occasions when significant rainfall occurred. Any standing water was generally no deeper than an inch, and would dissipate within days." (Id., ¶ 22.)

Better Buffalo purchased Alden Landings in May 2015 for $945,000. (Id., ¶ 19.)

B. Village Enforcement Efforts

The Village issued a mobile home park license to Better Buffalo on September 1, 2015. (Id., ¶ 21.) On August 24, 2016, the Village added a proposed modification to Better Buffalo's license, stating that a plan to fully address drainage issues should be submitted by September 30, 2016, with work to be completed before December 31, 2016. (Id., ¶ 23). The Village then issued a license to Better Buffalo on September 1, 2016, subject to the modification (Id., ¶ 24.)

At a meeting on September 26, 2016, Better Buffalo informed Village Mayor Michael Manicki, Code Enforcement Officer Czechowski, and Public WorksSuperintendent Sitzman that it was exploring drainage options and also considering redeveloping Alden Landings. (Id., ¶¶ 25-26.) The Village officials expressed their preference for redevelopment, and Better Buffalo began a feasibility analysis for redevelopment. (Id., ¶¶ 27-28.)

At some point, the Village modified Better Buffalo's license to require Better Buffalo to submit a plan to address drainage issues by March 31, 2017, with a work completion date of May 31, 2017. (Id., ¶ 29.) In January 2017, after conducting its study, Better Buffalo informed the Village that redevelopment of Alden Landings was not feasible, but that it was still exploring options to ameliorate drainage. (Id., ¶ 30.) Village officials were unhappy with this response and threatened to "shut down" Alden Landings if Better Buffalo did not redevelop it. (Id., ¶¶ 31-33.)

C. Potential Purchasers

Better Buffalo began to market Alden Landings to potential purchasers in 2017. On January 31, 2017, 13391 Broadway entered into a sales contract with a potential purchaser to sell Alden Landings for $780,000. (Id., ¶ 38.) The agreement states: "PURCHASER may cancel this Agreement for any reason, at the sole discretion of PURCHASER, within 45 days after receiving all documents and materials from SELLER." (Docket No. 21-2 at p. 4.)

At some point, the purchaser contacted the Village regarding Alden Landings. The Village told the purchaser that it would not issue a mobile home park license to Alden Landings because of the drainage issues there. (Complaint, Docket No. 1, ¶ 40.) Better Buffalo alleges that the Village made this statement with an intent to harm Better Buffalo. (Id., ¶ 41.) The purchaser canceled the contract sometime after it contacted the Village.(Id., ¶ 39.) On or about May 30, 2017, 13391 Broadway entered another contract to sell Alden Landings for $780,000. This contract also had a 45-day due diligence period. This purchaser, too, canceled its contract after contacting the Village and being informed that the Village would not issue a mobile home park license for Alden Landings because of the drainage issue there. (Id., ¶¶ 43-44.)

On September 7, 2017, the Village held a special meeting to discuss the mobile home park license for Alden Landings. (Id., ¶ 46.) The main issues of concern were the drainage and street conditions at Alden Landings. (Id.) The Village conditionally approved the license for Alden Landings for the period from September 1, 2017, through November 9, 2017, on the condition that Better Buffalo complete a Drainage Improvement Plan ("the Plan") by October 31, 2017. (Id., ¶ 47.) The Plan required Better Buffalo to run a pipe under Broadway Street and obtain an easement for a pipe from an adjacent property owner. (Id., ¶ 49.) Better Buffalo tried to obtain the needed easement from the properties neighboring Alden Landings but was unable to do so. (Id., ¶ 50.) Better Buffalo informed the Village that it could not carry out the Plan because it could not obtain the necessary easement. (Id., ¶ 51.) Better Buffalo was working to improve drainage at Alden Landings during this time. (Id., ¶ 52.) Better Buffalo incurred "significant costs" trying to comply with the conditions the Village set. (Id., ¶ 90.) After Better Buffalo informed the Village that it could not carry out the Plan, the Village "revoked" the mobile home license for Alden Landings. (Id., ¶ 53.) On December 4, 2017, the Village issued a criminal information against Better Buffalo for operating a mobile home park without a valid license. (Id.)

D. Code Amendment and Sale of Alden Landings

The complaint does not specify what happened between December 4, 2017, andOctober 25, 2018. On October 25, 2018, the Village amended Village Code Chapter 131. (Id., ¶ 54.) The new version of the Code required driveways and roadways in mobile home parks to be suitably graded and maintained to provide adequate drainage and stated that mobile home parks were not to be subject to hazards such as "improper or inadequate drainage." (Id., ¶ 56.)² The consequence of a license expiring is that the premises must cease to be used, and all homes must be removed within 20 days. (Id., ¶ 62.) No version of the Code contains a definition of drainage, a standard for determining when drainage is "adequate," or a process for challenging a determination that drainage is "inadequate." (Id., ¶¶ 57-59.)

On or around November 1, 2018, Better Buffalo sold Alden Landings for $425,000. (Id., ¶ 64.) The Village approved a new mobile home park license for the new owners of Alden Landings on January 10, 2019, to run through August 31, 2019. (Id., ¶ 65.) There had been no change in the drainage issues at Alden Landings when the license was issued to the new owner. (Id.) There is only one other mobile home park in Alden. (Id., ¶ 60.) The Village has not imposed drainage conditions on the license of that mobile home park. (Id., ¶ 61.)

III. DISCUSSION

Better Buffalo seeks damages from the Village, alleging that the Village is liable to it for tortiously interfering with its prospective business relations. Better Buffalo seeks damages and a declaratory judgment that Village Code § 131 is unconstitutional because it is unconstitutionally vague and susceptible to arbitrary enforcement. It also claims thatthe Village...