Skaneateles Country Club v. Cambs

• Decision Date: 23 December 2022
• Docket Number: 687,CA 21-01218
• Citation: 211 A.D.3d 1459,180 N.Y.S.3d 748
• Parties: SKANEATELES COUNTRY CLUB, Plaintiff-Respondent, v. Olivia CAMBS, Defendant-Appellant.
• Court: New York Supreme Court — Appellate Division

211 A.D.3d 1459
180 N.Y.S.3d 748

SKANEATELES COUNTRY CLUB, Plaintiff-Respondent,
v.
Olivia CAMBS, Defendant-Appellant.

687
CA 21-01218

Supreme Court, Appellate Division, Fourth Department, New York.

Entered: December 23, 2022

GOEDE, DEBOEST & CROSS, PLLC, NAPLES, FLORIDA (PETER J. CAMBS OF COUNSEL), AND MACKENZIE HUGHES LLP, SYRACUSE, FOR DEFENDANT-APPELLANT.

BOND, SCHOENECK & KING, PLLC, SYRACUSE (BRIAN J. BUTLER OF COUNSEL), FOR PLAINTIFF-RESPONDENT.

PRESENT: LINDLEY, J.P., NEMOYER, CURRAN, WINSLOW, AND BANNISTER, JJ.

180 N.Y.S.3d 749

MEMORANDUM AND ORDER

211 A.D.3d 1459

It is hereby ORDERED that the judgment so appealed from is

211 A.D.3d 1460

reversed on the law without costs, the motion is denied, the declaration is vacated, the counterclaims are reinstated, the cross motion is granted, the complaint is dismissed, and judgment is granted in favor of defendant as follows:

It is ADJUDGED and DECLARED that the subject agreement is a license not terminable at plaintiff's will.

Memorandum: Plaintiff is a country club that owns property containing boat slips adjacent to Skaneateles Lake. The parties entered into an assignment agreement (agreement) pursuant to which, inter alia, plaintiff transferred the use and occupancy rights of one of its boat slips to defendant, a member of the country club. The agreement was executed along with a boat slip payment agreement (payment agreement) whereby defendant contributed $5,000 to fund construction of the boat slips. Defendant was one of 80 members of plaintiff who initially agreed to contribute money to the construction costs for the boat slips and who would, in return, be assigned the use and occupancy of a boat slip on the premises. The agreement required defendant to, inter alia, pay an annual maintenance fee and comply with plaintiff's rules and policies. It is undisputed that, at all relevant times, defendant has complied with those provisions.

Following a small claims dispute over the computation of the annual maintenance fee, plaintiff elected to terminate the agreement along with defendant's corresponding right to use and occupy a boat slip on the premises. It thereafter commenced this action seeking a declaration that the agreement is a license terminable at will by plaintiff. Defendant answered and asserted two counterclaims, the first seeking a declaration that the agreement is not terminable at will by plaintiff and the second seeking a permanent injunction requiring plaintiff to provide defendant access to the identical boat slip currently assigned to her under the same terms and conditions as set forth in the agreement. Defendant appeals from a judgment that granted plaintiff's motion for summary judgment on the complaint and dismissing the counterclaims, declared that the agreement is a license terminable at will by plaintiff, and denied defendant's cross motion for summary judgment on her counterclaims and dismissing the complaint.

Defendant contends that Supreme Court erred in granting plaintiff's motion and in denying her cross motion. We agree. We conclude that the agreement, despite being a license, does not provide plaintiff with the right to terminate it at will and, under these circumstances, defendant is entitled on her cross motion to a declaration in her favor under

180 N.Y.S.3d 750

the first counterclaim

211 A.D.3d 1461

and to the injunction sought in the second counterclaim. A license is "a revocable privilege given ‘to one, without interest in the lands of another, to do one or more acts of a temporary nature upon such lands’ " ( Union Sq. Park Community Coalition, Inc. v. New York City Dept. of Parks & Recreation , 22 N.Y.3d 648, 656, 985 N.Y.S.2d 422, 8 N.E.3d 797 [2014], quoting Trustees of Town of Southampton v. Jessup , 162 N.Y. 122, 126 [1900] ). Although, generally speaking, licenses are terminable at will (see generally Quik Park 808 Garage, LLC v. 808 Columbus Commercial Owner LLC , 187 A.D.3d 488, 489, 130 N.Y.S.3d 295 [1st Dept. 2020] ; Z. Justin Mgt. Co., Inc. v. Metro Outdoor, LLC , 137 A.D.3d 577, 578, 28 N.Y.S.3d 31 [1st Dept. 2016] ; American Jewish Theatre, Inc. v. Roundabout Theatre Co. , 203 A.D.2d 155, 156, 610 N.Y.S.2d 256 [1st Dept. 1994] ), that does not mean that all licenses must be terminable at will regardless of the language contained in the license agreement. Parties to an agreement are, of course, free to agree otherwise. The agreement is in writing and must be construed according to well-settled principles of contractual interpretation by engaging in " ‘the process of determining from the words and other objective manifestations of the parties what must be done or forborne by the respective parties in order to conform to the terms of the[ ] agreement[ ]’ " ( Tomhannock, LLC v. Roustabout Resources, LLC , 33 N.Y.3d 1080, 1082, 104 N.Y.S.3d 596, 128 N.E.3d 674 [2019] ). "In construing a contract we look to its language, for ‘a written agreement that is complete, clear and unambiguous on its face must be enforced according to the plain meaning of its terms’ " ( Quadrant Structured Prods. Co., Ltd. v. Vertin , 23 N.Y.3d 549, 559-560, 992 N.Y.S.2d 687, 16 N.E.3d 1165 [2014], quoting Greenfield v. Philles Records, Inc. , 98 N.Y.2d 562, 569, 750 N.Y.S.2d 565, 780 N.E.2d 166 [2002] ).

Contrary to plaintiff's contention, the fact that the subject...