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Thompson Design Group v. 1101-1125 Hudson Street LLC

January 31, 2007


The opinion of the court was delivered by: Brown, Chief Judge



This matter comes before the Court upon defendants 1101-1125 Hudson Street LLC ("1101" or "Developer") and Gotham Partners, L.P.'s ("Gotham Partners") (collectively "Defendants") motion for partial summary judgment. The Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1332. The Court, having considered the parties' submissions and decided the matter without oral argument pursuant to Federal Rules of Civil Procedure Rule 78, and for the reasons set forth below, will deny Defendants' motion for partial summary judgment.


A. The Parties

Plaintiff Thompson Design Group ("Plaintiff" or "TDG") is a corporation incorporated under Massachusetts law, with its principal place of business located in Boston, Massachusetts. (Compl. ¶ 5.) Jane Thompson is TDG's director and sole shareholder. (Thompson Dep. at 11, 15-17.)

Defendant 1101 is a limited liability company organized under Delaware law. (Compl. ¶ 6.) Defendant Gotham Partners is a limited partnership organized under New York law. (Defs.' Statement of Facts ¶ 16.) During the periods that are relevant to this case, Gotham Partners was a member of 1101. (Compl. ¶6.)

The present action concerns the development of a parcel of approximately 24 acres of waterfront property in Hoboken, New Jersey ("Project"). (Id. ¶¶ 1, 8.) On or about December 16, 1999, TDG entered an agreement with the Developer to provide its services for the Project ("Agreement"). (Klafter Certification Ex. A (Agreement) at 1.) During the course of TDG's performance of the Agreement, neither TDG nor Ms. Thompson were licensed to practice architecture in New Jersey. (Pl.'s Counter-Statement of Facts at 10.) The parties dispute whether the Agreement required such a license.

B. The Agreement

The Agreement states that TDG "is in the business of designing, planning, programming, and otherwise assisting in the development and redevelopment of real property," and that it "has represented to the Developer that it has the necessary knowledge and expertise to assist the Developer with regard to the Project, its concepts, realization, and approval . . . ." (Agreement at 1.) The Agreement provides that TDG was retained "to act as a consultant to the Developer on the terms and conditions" set forth in the Agreement. (Id.) It further provides that TDG "agrees to work in association with Dean Marchetto Architects, of Hoboken, New Jersey," and to credit the work to "Thompson Design Group, Inc., architects/planners/urban designers, in association with Dean Marchetto Architects." (Id.) The Agreement repeatedly uses the term "Architect/Designer" in referring to TDG. (See id.)

Section 2 of the Agreement describes the services that TDG agreed to provide, specifically with reference to the three distinct phases that were planned for the Project. Section 2.1 states that TDG will "[c]omplete Phases 1 and 2 [of the Project], which includes Concept Program Development, Site Master Plan and Built Space Analysis and Plan, through Design Feasibility Study . . . for the purpose of achieving city approval for a total buildable project . . . ." (Id. § 2.1.) Section 2.2 provides that TDG "is commissioned by Developer to create and realize concepts and designs for the Developer in connection with the Project, and to function as the Project leader in (but not limited to) Phase 1 and 2 master planning, functional planning, and overall design, working closely with Developer in all actions." (Id. § 2.2.) The section further states that "[a]ll final decisions regarding concepts, designs and development for and of the Project shall be the Developer's, in its sole discretion." (Id.) TDG was "charged with coordination of, and with, all consultants and their respective work, directing such consultants regarding the needs of the Project, of the Developer in connection with the Project, and of the design team in accomplishing the schedules, budgets, and goals for the form and function of the development." (Id.)

Phase 3 was defined as "the preparation of Schematic Design and Design Development Documents . . . ." (Id. § 2.3.) The Agreement states that "such work will be on terms and conditions mutually agreed to in the future between Developer and Architect/Designer to be memorialized in writing." (Id.)

The Agreement includes an attachment that further defines the scope of the work that TDG agreed to perform. (Id. Ex. A.) The document, entitled "Proposal for Real Estate Development Planning," outlines TDG's tasks and the amount of time that it expected those tasks to require. (Id. at 1-2.) In a section labeled "Future Phases," the document also refers to the tasks ...

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