New York State Dam Ltd. Partnership v. Niagara Mohawk Power Corp.

Citation222 A.D.2d 792,634 N.Y.S.2d 830
PartiesNEW YORK STATE DAM LIMITED PARTNERSHIP, Appellant, v. NIAGARA MOHAWK POWER CORPORATION, Respondent.
Decision Date07 December 1995
CourtNew York Supreme Court — Appellate Division

Couch, White, Brenner, Howard & Feigenbaum (Leslie F. Couch, of counsel), Albany, for appellant.

Blabey & Sheehan (Timothy P. Sheehan, of counsel), Albany, for respondent.

Before CARDONA, P.J., and WHITE, CASEY, YESAWICH and SPAIN, JJ.

CARDONA, Presiding Justice.

Appeals (1) from an order of the Supreme Court (Dier, J.), entered June 10, 1994 in Warren County, which granted defendant's motion to dismiss the complaint for failure to state a cause of action, and (2) from an order of said court, entered December 9, 1994 in Warren County, which denied plaintiff's motion for reconsideration.

Adirondack Hydro Development Corporation (hereinafter Adirondack) and defendant entered into a power purchase agreement dated November 5, 1985 which required defendant to accept and pay for all of the electricity produced by a hydroelectric facility owned and operated by Adirondack. The agreement was assigned by Adirondack to plaintiff in 1989. At the time the agreement was executed, it was anticipated that the facility would have a seven-megawatt generating capacity; however, it was ultimately designed and built with a generating capacity of 10.3 megawatts. Plaintiff and defendant then executed two amendments to the original agreement, dated January 16, 1990 and March 30, 1990. Both amendments were, however, rejected by the Public Service Commission (hereinafter PSC) in February 1991.

The parties then negotiated a third amendment. Although plaintiff signed the third amendment in June 1991 and forwarded same to defendant on July 8, 1991 for signing, it was never executed by defendant or filed with the PSC (see, Public Service Law § 110[4] ). In determining the price to be paid by defendant, the third amendment used the 1990 "long run avoided cost" schedules (hereinafter LRACS) established by the PSC. In September 1991, however, the PSC, having decided that the 1990 LRACS were glaringly overestimated, withdrew them as a basis for pricing power purchase agreements (see generally, Matter of Xiox Corp. v. Public Serv. Commn. of State of N.Y., 190 A.D.2d 350, 598 N.Y.S.2d 821, appeal dismissed, lv. denied 82 N.Y.2d 790, 604 N.Y.S.2d 551, 624 N.E.2d 688). The PSC's order, dated September 18, 1991, stated that the 1990 LRACS would not apply to any agreements that were being negotiated and would only continue to apply to "fully executed contract[s] filed" with the PSC as of that date. According to plaintiff, it did not learn that the third amendment had never been executed or filed until December 1992. When defendant refused to pay the rate outlined in the third amendment, plaintiff commenced this action in March 1994 alleging, inter alia, that the third amendment was a valid and binding agreement and that defendant breached both it and the original agreement.

Prior to commencing the instant action, plaintiff, in March 1993, along with 16 other owners of hydroelectric generating facilities, commenced a separate action against defendant for, inter alia, breach of contract, contending that defendant was required to purchase all of the facilities' total electric output (see, Philadelphia Corp. v. Niagara Mohawk Power Corp., 207 A.D.2d 176, 621 N.Y.S.2d 237) (hereinafter Philadelphia ). With respect to plaintiff's claim against defendant in that action, the complaint alleged that on "November 5, 1985, [defendant] entered into a 40 year contract with [Adirondack], amended on July 8, 1991, which acquired the right to own and operate" the hydroelectric plant at issue in this case (emphasis supplied). In Philadelphia, defendant initially moved to dismiss the action. After the plaintiffs cross-moved for summary judgment, however, defendant requested that its motion to dismiss be treated as one for summary judgment and contended, inter alia, that it was entitled to summary judgment on the effectiveness of the third amendment. Although the trial court in Philadelphia denied defendant's request, this court ruled that defendant was entitled to partial summary judgment dismissing the complaint against it "to the extent that it seeks relief relative to the proposed third amendment" (id., at 180, 621 N.Y.S.2d 237).

Prior to this court's decision in Philadelphia, but after the trial court's decision in that case, defendant moved to dismiss the complaint in the instant action arguing, inter alia, that there was another action pending involving the same issues (i.e., the Philadelphia action) and that, in any event, the complaint failed to state a cause of action. Supreme Court granted the motion on the merits. Plaintiff moved for renewal and reargument alleging, inter alia, that it possessed newly discovered evidence regarding the third amendment. Supreme Court denied the motion. Plaintiff appeals from both orders.

We affirm. In our view, this court's decision in Philadelphia precludes plaintiff, under the doctrine of collateral estoppel, from relitigating the issue of whether the third amendment is valid. The essential underpinning for the present action (i.e., that the third amendment is valid and defendant is bound by it) is the same issue that was presented, considered and resolved by this court in the Philadelphia action. 1

For the doctrine of collateral estoppel to apply, two requirements must be satisfied. The party seeking the benefit of the doctrine must prove that the identical issue was decided in the prior action and is decisive in the current action, and that the party to be precluded from relitigating the issue had a full and fair opportunity to contest the prior determination (see, D'Arata v. New York Cent. Mut. Fire Ins. Co., 76 N.Y.2d 659, 563 N.Y.S.2d 24, 564 N.E.2d 634; see also, Hamm v. Slavin, 215 A.D.2d 896, 626 N.Y.S.2d 597). In the instant case, defendant has carried its burden of proof. In the Philadelphia case, the complaint specifically referred to the November 5, 1985 agreement between plaintiff and defendant as "amended on July 8, 1991". The latter date was the date that the third amendment was transmitted to defendant for signing. In addition, in the cross motion for summary judgment made by the...

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    • United States
    • New York Supreme Court Appellate Division
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    ...( see Matter of Allen v. Strough, 301 A.D.2d 11, 18, 752 N.Y.S.2d 339; New York State Dam Ltd. Partnership v. Niagara Mohawk Power Corp., 222 A.D.2d 792, 794 n*, 634 N.Y.S.2d 830; Sam & Mary Hous. Corp. v. Jo/Sal Mkt.Corp., 100 A.D.2d 901, 902, 474 N.Y.S.2d 786; People v. Singleton, 36 A.D.......
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    ...on issues identical to those in the prior proceedings or actions (see N Y. State Dam Ltd. Partnership v Niagara Mohawk Power Corp., 222 A.D.2d 792 [3d Dept 1995] [finding the issues were identical, i.e., the validity of the third amendment]; Williams, 211 A.D.2d at 597 [finding the issues a......
  • New York State Dam Ltd. Partnership v. Niagara Mohawk Power Corp.
    • United States
    • New York Court of Appeals
    • April 2, 1996
    ...Appellant, v. NIAGARA MOHAWK POWER CORPORATION, Respondent. Court of Appeals of New York. April 2, 1996. Reported below: 222 A.D.2d 792, 634 N.Y.S.2d 830. Motion, insofar as it seeks leave to appeal from so much of the Appellate Division order as affirmed Supreme Court's order denying appel......

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