The Words - What They May Mean

Deciphering the tortured verbiage of the Lease and GDP is, in the end, a matter for professionals in the shallows and depths of real estate law, yet there is a certain cold common sense that struggles for acknowledgment in its words.

For a start, Lessee shall use and occupy the Leased Premises in the manner and for the purposes described in the General Development Plan... Such language appears unambiguously to incorporate the GDP as part of the terms of the Lease between City and State. Lawyers may one day play games with the language, but on the face of it, the GDP’s elevation to status of binding covenant seems clear.

Excerpts from three sections appear to make the definition and destiny of Southpoint clear:

The public facilities are... public open spaces... a Waterfront Promenade suitable for use by emergency vehicles... Open Space Areas to be developed as parks... The Open Space Areas will be developed to serve residents of the City as a whole, as well as the residents of the Island.

The question that arises is what’s meant here by "Open space areas will be developed to serve residents of the City... as well as the residents of the Island." Presumably, RIOC would attempt to make the case that a hotel is a development that will serve City and Island residents; opponents of that viewpoint would argue that the clear intent of the GDP is to keep those "Open Space Areas" open for public recreation – and not to open them for commercial exploitation.

Lighthouse and Southpoint Parks at the ends of the Island will offer sitting and picnic areas at the edge of the water. Other parks will be landscaped to enhance existing topography and growth. The letter of this provision can be met in any hotel development, of course; the GDP doesn’t explicitly forbid other uses.

And for good measure: The entire waterfront of the Island will be reserved for pedestrians and cyclists on a Waterfront Promenade suitable for use by emergency vehicles. (This latter might serve to protect the promenade from conversion to private parking or access if the minischools condos are built and sold – but only if a party with standing makes the case.)

In a common-sense reading, it’s clear the Lease and GDP contemplated an Island more for people than for commerce – that those who created it were creating a haven. But it’s slight ambiguities could become major loopholes in litigation. Attorney Jim Kaufman says, on the other hand, that "There’s enough language in there to provide a significant comfort level for a plaintiff in an injunctive action."

And some important language regarding possible disagreements: In the event of any dispute with respect to any matter in this Lease, such dispute shall be determined in the City of New York by arbitration...