## Facts

- The Sokoloffs purchased land in Sands Point, New York, intending to build a custom home.
- A developer/contractor offered, by letter dated March 12, 1998, to provide pre-construction services for $65,000, including furnishing architectural and site/landscape plans and assisting with a building permit; the letter set a payment schedule and requested a $10,000 retainer.
- The Sokoloffs accepted by paying the retainer and ultimately paid $55,000; architectural plans were completed, filed with the village, and approved.
- After the Sokoloffs tendered the remaining balance, the developer and the architect refused to allow the Sokoloffs to use the plans.
- The refusal followed the Sokoloffs’ rejection of the developer’s proposal to build the home at a much higher estimated cost; the developer then claimed the plans could be used only if it was hired as the builder, pointing to a separate contract between the developer and the architect.
- The Sokoloffs sued seeking, as relevant here, specific performance of the March 12, 1998 agreement to permit use of the plans, alleging the plans were unique and damages would be inadequate.

## Issues

1. Whether the complaint stated a cognizable claim for specific performance sufficient to survive dismissal under CPLR 3211(a)(7).
2. Whether the statute of frauds and related defenses could be resolved against the plaintiffs at the pleading stage based on the documents submitted.

## Decision

- The Court of Appeals reversed the dismissal insofar as it disposed of the first cause of action and reinstated the specific performance claim.
- The court held that, accepting the pleaded facts as true and drawing all favorable inferences, the plaintiffs alleged an enforceable agreement and facts supporting specific performance.
- The court held that defendants’ documentary submissions did not conclusively establish a defense or utterly refute plaintiffs’ allegations, so dismissal at the pleading stage was improper.
- The matter was remitted for further proceedings on the merits of the specific performance claim.

## Legal Principles

- On a CPLR 3211(a)(7) motion, the court must accept the complaint’s factual allegations as true, grant the plaintiff every favorable inference, and determine only whether the facts fit any cognizable legal theory.
- Documentary evidence may be considered on a motion to dismiss, but dismissal is warranted only if the evidence conclusively establishes a defense as a matter of law and utterly refutes the factual allegations.
- A claim for specific performance may be pleaded where the subject matter is alleged to be unique and monetary damages are alleged to be inadequate.
- Statute of frauds defenses generally may not support dismissal at the pleading stage unless the defense is conclusively established on the face of the pleadings and undisputed documents.

## Conclusion

The Court of Appeals held that the homeowners plausibly alleged a contract for pre-construction services that included a right to use custom architectural plans and that neither the statute of frauds nor defendants’ documents conclusively defeated that theory on the pleadings, requiring reinstatement of the specific performance claim.


Sokoloff v. Harriman Estates Dev. Corp., 96 N.Y.2d 409, 754 N.E.2d 184 (N.Y. 2001)