Deflora Lake Development Associates, Inc. v. Hyde Park

SUMMARY ORDER DeFlora Lake Development Associates, Inc. appeals from the April 7, 2015 judgment of the United States District Court for the Southern District of New York (Seibel, J.) dismissing its second amended complaint and denying leave to amend. We assume the parties’ familiarity with the underlying facts, procedural history, and specification of issues for review. We affirm the district court’s dismissal of the second amended complaint. “To state a claim in federal court for breach of contract under New York law, a complaint need only allege (1) the existence of an agreement, (2) adequate performance of the contract by the plaintiff, (3) breach of contract by the defendant, and (4) damages.” Harsco Corp. v. Segui, 91 F.3d 337, 348 (2d Cir. 1996). The district court correctly found DeFlora Lake failed to adequately plead a claim for breach of contract because under the contract, a transfer to an affiliate does not require Hyde Park’s consent. Instead, Paragraph 9 of Amendment No. 5 provides that De-Flora Lake may transfer one parcel of land a year to an affiliate, and Paragraph 10 states that the “Deed Escrow Agent shall release the pertinent instrument ... from escrow for each closing upon precise written instruction signed by DEFLO-RA_” Appx at 255-56. Hyde Park did withhold consent to the sale, but ydth-holding of consent does not constitute a breach because Hyde Park’s consent was not required for the release of the deed from escrow. Further, DeFlora Park failed to plead sufficient facts to support a breach of contract claim against Hyde Park for its alleged refusal to execute new deeds, or on any other basis. The district court also correctly dismissed the claim to quiet title. “Essential to the maintenance of an action to determine a claim to real property is that the complaint state a claim, by the defendant, of an estate or interest in the real property, adverse to that of the plaintiff.” E. 41st St. Assocs. v. 18 E. 42d St., L.P., 248 A.D.2d 112, 669 N.Y.S.2d 546, 548 (1st Dep’t 1998) (internal quotation marks and emphasis omitted). Plaintiffs may seek to quiet title against potential clouds on title. Marchand v. N.Y. State Dep’t of Envtl. Conservation, 51 A.D.3d 795, 858 N.Y.S.2d 282, 283 (2d Dep’t 2008) (noting that “plaintiffs were entitled to commence an action to quiet title even if the [defendant] ha[d] yet to trespass or intrude” on the property). Here, as the district court correctly concluded, DeFlora Lake failed to plead a cloud on title, or any facts alleging Hyde Park claims an interest in the property adverse to DeFlora Lake’s interest. We have considered the remainder of DeFlora Lake’s arguments and find them to be without merit. Accordingly, the order of the district court hereby is AFFIRMED.