City of Rye v. Public Service Mutual Insurance Co.
358 N.Y.S.2d 391, 315 N.E.2d 458 (N.Y. 1974)
- A developer was building some
buildings in Rye, New York. In order to obtain their occupancy permits, they
posted a surety bond of $100k to
ensure timely completion of 6 buildings.
- Rye really wanted the
buildings completed quickly because they had a housing shortage.
- The developer failed to make
the deadline specified in the contract. City of Rye sued to take the
entire $100k as a penalty.
- No State statute authorized
a city to exact a penalty or forfeiture from developers.
- Rye argued that the $100k
was for liquidated damages.
- The developer's insurer
(Public Service) argued that the $100k Rye wanted was a penalty.
- Penalty clauses are unenforceable without statutory
- The Trial Court found for
Public Service. Rye appealed.
- The Trial Court found that
damages resulting from the breach were difficult to determine and likely
speculative and minimal.
- There was nothing to show
that the damages would amount to $100k.
- Despite the fact that the
damages were specified in the contract, the Court found that it was not
enforceable. They felt that this was the equivalent of a penal bond, and constituted an abuse.
- The Court noted that Rye
could have potentially drafted a reasonable liquidated damages clause.
If the amount was a reasonable measure of the anticipated harm, then the clause would have been upheld.
- In this case though, there
was no connection between the $100k and the damages Rye might have
suffered. It was an arbitrary amount.
- The Appellate Court affirmed.