## Facts

- A charitable foundation agreed to provide a $2.5 million grant to an entity developing and operating a memorial park in New York City.
- The parties executed a Grant Agreement and a Recognition Agreement requiring construction of a “Threshold” feature and engraving specified donor-recognition text on a defined 12-by-12-foot granite wall on the Threshold, in small lettering near the bottom.
- The foundation was an early donor; its grant helped the developer secure public funding and complete fundraising for the project.
- As the park neared completion, the developer refused to place the inscription at the agreed Threshold location, citing aesthetic concerns about altering the memorial’s artistic design.
- The developer proposed relocating the inscription to a different park area used for multiple donor recognitions and offered to refund the grant if the foundation would not consent.
- The foundation commenced a special proceeding seeking a declaration of breach and specific performance compelling installation of the inscription at the agreed location.
- The trial court found a breach and ordered specific performance; the developer appealed.

## Issues

1. Whether the developer breached the parties’ agreements by refusing to engrave the donor-recognition text at the contractually specified Threshold location, despite offering relocation and a refund.
2. Whether specific performance was an appropriate remedy to compel engraving at the specified location rather than limiting relief to money damages or refund.

## Decision

- The Appellate Division, First Department affirmed.
- The court held that aesthetic considerations did not justify disregarding a negotiated contract term requiring the inscription’s specific location.
- The court agreed the refusal to engrave at the Threshold location was a material breach.
- The court upheld specific performance requiring the developer to engrave the text at the location and in the manner described in the agreements.

## Legal Principles

- Clear, negotiated contractual provisions governing both the content and precise placement of donor recognition are enforceable as written.
- A party may not unilaterally alter a material contract term based on later aesthetic or artistic objections.
- Specific performance may be ordered where the promised performance is unique and not adequately compensable by monetary relief, including when the contract concerns a one-of-a-kind recognition benefit tied to a particular site and location.
- An express contractual recognition of specific performance supports equitable relief when the obligated act is definite and does not require ongoing judicial supervision.
- An offer of substitute performance (relocation) and refund does not cure breach when it would materially change the bargained-for benefit.

## Conclusion

The court enforced the donor-recognition agreements according to their precise terms and ordered specific performance, holding that post-agreement aesthetic objections could not override the developer’s obligation to place the inscription at the contractually specified Threshold location.


Matter of Reed Found., Inc. v. Franklin D. Roosevelt Four Freedoms Park, LLC, 108 A.D.3d 1 (1st Dep’t 2013)