United States District Court, E.D. New York
March 30, 2004.
TEG N.Y. LLC, an Illinois Limited Liability Company, Plaintiff against ARDENWOOD ESTATES, INC., a New York corporation, HANNA BOKSER, and FIMA BOKSER, Defendants
The opinion of the court was delivered by: DAVID TRAGER, District Judge
MEMORANDUM AND ORDER
Plaintiff TEG N.Y. LLC ("TEG") brings this action for a determination
of the ownership rights in four lots of real property in Staten Island
against three named defendants: Ardenwood Estates, Inc. ("Ardenwood"),
Hanna Bokser, and Fima Bokser. Hanna and Fima Bokser were the two sole
shareholders of Ardenwood. TEG seeks to secure title in the property via
equitable relief. Alternatively, if the defendants are found to be the
rightful owners of any of the lots, TEG seeks monetary relief, arguing
that the defendants have been unjustly enriched.
This action involves a dispute over the ownership of four vacant lots
of real property ("Lot A"; "Lot B"; "Lot C"; "Lot D"). The "entire"
property, that is, the four lots taken together with two vacant parcels
("Parcels I and II"), was allegedly transferred from Ardenwood to
Montgomery Ward, Inc. ("MW") in 1993, who then transferred the property
to TEG in 2003. TEG claims that an examination of the legal description
and survey of the land, attached as Exhibits to a 1992 Stipulation of
Agreement, reveal the defendants' intent to convey the entire
property to MW. On the contrary, defendants claim that they clearly
intended to convey solely Parcels I and II, as described by the 1993
For the following reasons, defendants' motion to dismiss should be
granted in part and denied in part.
The following facts are drawn from the Complaint and, for purposes of
this opinion, are presumed to be true. On or about May 11, 1992, M W and
defendant Ardenwood entered into a Stipulation of Settlement (the
"Stipulation") in the case of Ardenwood Estates, Inc. v. Montgomery
Ward, Inc., et al. (N.Y.Sup.Ct. Richmond Cty. 1992), an action
arising out of the presence of potential environmental contaminants on
the property. Compl. ¶ 12. As part of the Stipulation,
Ardenwood transferred title to certain real property, which is at the
core of this dispute. Compl. Exhibit 3.
TEG alleges that Ardenwood agreed to convey the entire property to MW.
Id. ¶ 2. The relevant portion of the Stipulation provides
Within sixty (60) days from the date hereof, a
closing to transfer title of the premises as set
forth in Exhibit A annexed hereto, ("PREMISES"),
from ARDENWOOD to MONTGOMERY WARD, shall take
place. . . . The sale includes of all [sic]
ARDENWOOD'S ownership and rights, if any, in any
land lying in the bed of any street or highway,
opened or proposed, in front of or adjoining the
PREMISES to the center line thereof. It also
includes any right of ARDENWOOD to any unpaid
award by reason of any taking by condemnation
and/or for any damage to the PREMISES by reason of
change of grade of any street or highway.
ARDENWOOD will deliver at no additional cost to
MONTGOMERY WARD, at closing, or thereafter, on
demand, any documents which MONTGOMERY WARD may
require to collect the award and damages.
Compl. Exhibit 3 ¶ 1. Exhibit A to the Stipulation
contains two metes and bounds legal descriptions and one survey.
Compl. ¶ 14. The two legal descriptions describe Parcels I
and II and Lot C. Id. The survey depicts Parcels I and II, and
Lots A, B, and D. Id. Therefore, taken as a whole, TEG claims
that Exhibit A to the Stipulation describes the entire property and
evidences the defendants' intent to convey the entire property: Parcels I
and II, and Lots A, B, C, and D. Id. ¶¶ 14, 15. In further
support of this conclusion, TEG claims that during negotiations between
MW and Ardenwood, they always discussed the inclusion of the entire
property in their agreement. Id. ¶ 15.
On or about November 19, 1993, Ardenwood transferred the deed to MW.
Id. ¶ 16. However, the deed did not conform to Exhibit A of
the Stipulation. The legal description only described Parcels I and II.
Id. ¶¶ 2, 16. The deed did not mention Lots A, B, C, or D.
Id. ¶¶ 2, 16.
Nonetheless, for the nine years following the transfer of the deed, M W
acted as though it owned the entire property. Id. ¶¶ 3, 18,
29. MW built fences around the entire property, repaired and maintained
these fences, maintained the property, exercised sole dominion and
control over the property until it was sold to TEG, and paid all real
estate taxes. Id. ¶¶ 3, 18. Additionally, under an Order on
Consent with the State of New York for environmental remediation, MW was
identified as the sole property owner of the entire property.
Id. ¶ 18. Furthermore, during this time, TEG alleges that
all of the defendants proceeded as though the entire property was
conveyed to M W. Id. ¶ 19. Defendants never challenged
Ward's dominion and control over the property, never objected to the
erection or maintenance offences, took no part in any environmental
remediation, never paid real estate taxes or any expenses
associated with the
property, and finally, never accessed, possessed, maintained, used
or developed the property after the deed was transferred to M W.
Id. ¶¶ 3, 19, 29.
On September 24, 1997, Ardenwood was voluntarily dissolved by its two
shareholders, Hanna and Fima Bokser. Id. ¶¶ 3, 20. Upon
dissolution, Ardenwood's assets, if any, were distributed to these
shareholders. Id. ¶ 20. At this time, Ardenwood never
attempted to convey, transfer, distribute, or sell any portion of the
property to its shareholders. Id. ¶¶ 3, 20.
In 2002, TEG agreed to purchase the entire property from M W.
Id. ¶¶ 4, 21. However, at or prior to closing, TEG and MW
discovered the omission of Lots A, B, C, and D from the deed.
Id. ¶¶ 4, 21. TEG claims that this exclusion must have been
the result of either: (1) mutual mistake, or (2) fraud on behalf of the
defendants and unilateral mistake on the behalf of M W. Id.
¶¶ 2, 17. Therefore, because of this omission, in August 2002, TEG
contacted Hanna and Fima Bokser and requested a revised deed, correcting
the omission of Lots A, B, C, and D from the legal descriptions attached
to the 1993 Deed. Id. ¶¶ 5, 25. TEG claims that defendants
agreed to reform the deed in exchange for a fair and reasonable sum to
cover the expenses associated with addressing the issue. Id.
¶¶ 5, 26. Accordingly, when defendants' attorney told TEG that the
defendants were in the office reforming the contract, TEG deposited
$25,000 in Chicago Title and Trust in New York. Id. ¶ 26.
However, shortly thereafter, defendants reneged their agreement and
claimed that they were the rightful owners of a fee simple interest in
Lots A, B, C, and D. Id. ¶¶ 5, 26, 31.
In January 2003, MW transferred Parcels I and II to TEG by warranty
deed, since both parcels were contained in the 1993 deed and not in
dispute, and transferred Lots A, B, C, and D by quitclaim deed.
Id. ¶¶ 4, 22. Further, MW assigned TEG all of its rights
Ardenwood and the property, including but not limited to Ward's
rights under the 1992 Stipulation. Id. At this time, TEG entered
into an Order on Consent with the State of New York, to take over the
environmental remediation for the entire property. Id. ¶ 23.
This Order did not contemplate any role for the defendants. Id.
¶ 23. TEG has since commenced the environmental remediation in
accordance with the Order on Consent. Id. ¶ 24.
A complaint may not be dismissed under Fed.R.Civ.P. 12(b)(6) unless
"it appears beyond doubt that the plaintiff can prove no set of facts in
support of his claim which would entitle him to relief." Conley v.
Gibson, 355 U.S. 41, 45-46 (1957). A court considering a 12(b)(6)
motion must accept the plaintiff's allegations as true and view them in
the light most favorable to the plaintiff. Scheuer v. Rhodes,
416 U.S. 232, 236 (1974). Courts may not consider matters outside the
pleadings but may consider documents attached to the pleadings, documents
referenced in the pleadings, or documents that are integral to the
pleadings. Chambers v. Time Warner, Inc., 282 F.3d 147, 152-53
(2d Cir. 2002).
In a diversity case filed in New York, a district court must apply New
York's choice of law rules and statutes of limitations. Stuart v.
American Cynamid Co., 158 F.3d 622, 626 (2d Cir. 1998). Since the
case is wholly concerned with title to real property in New York State,
the application of New York law regarding the state statute of
limitations is proper. See, e.g., El Cid Ltd. v. N J. Zinc. Co.,
575 F. Supp. 1513, 1515 (S.D.N.Y. 1983), aff'd, 770 F.2d 157 (2d
Cir. 1985), cert. denied, 474 U.S. 1021 (1985); Robins
Island Preservation Fund v. Southold Development Corp., 755 F. Supp. 1185,
1191 (E.D.N.Y. 1991). To determine which statute of
limitations period to apply in New York, courts look at the essence
of the stated claim and not the label by which a plaintiff chooses to
plead the claim. Dolmetta v. Uintah Nat'l Corp., 712 F.2d 15, 19
(2d Cir. 1983). In other words, the choice of applicable statute of
limitations is related to the substantive form of the remedy rather than
to the general theory of liability. Loengard v. Santa Fe Industries,
Inc., 70 N.Y.2d 262, 266, 514 N.E.2d 113, 115, 519 N.Y.S.2d 801, 803
(1987). Therefore, since TEG seeks various forms of relief for its five
causes of action, each limitations period will be determined
independently to ascertain whether or not the claim is time barred.
A. Determination Of Adverse Claims Under New York State Real
Property Actions and Proceedings Law Is Not Time Barred.
TEG's first cause of action seeks equitable relief under Article 15 of
the New York State Real Property Actions and Proceedings Law ("RPAPL").
TEG seeks to compel determination of TEG's and defendants' adverse claims
to Lots A, B, C, and D. Compl. ¶ 28. Under RPAPL §
1501(1), "Where a person claims an estate or interest in real property
. . . such person . . . may maintain an action against any other
person . . . to compel the determination of any claim adverse to that
of the plaintiff which the defendant makes, or which it appears from the
public records, or from the allegations of the complaint, the defendant
might make. . . ." As a threshold matter, TEG has asserted an interest
in the property which enables them to bring suit under § 1501. TEG
obtained an interest in the property when MW transferred a quitclaim deed
to them for valuable consideration.*fn1 Compl. ¶ 4, 22.
By alleging that the 1993 deed to MW was intended to convey the entire
property rather than solely Parcels I and II, TEG's complaint
sufficiently sets forth a cause of action seeking a judgment determining
ownership of the property. The statute of limitations governing such a
cause of action is ten years. CPLR § 212(a); see e.g. Robins
Island Preservation Fund, 755 F. Supp. at 1192; Dowries v.
Peluso, 115 A.D.2d 454, 495 N.Y.S.2d 691 (2d Dep't 1985). Therefore,
TEG's claim under RPAPL Article 15 must be timely.*fn2
In an Article 15 action to compel the determination of a claim to real
[f]inal judgment . . . shall declare the
validity of any claim to any estate or interest
established by any party to the action. The
judgment shall also declare that any party whose
claim to an estate or interest in the property has
been adjudged invalid . . . [shall] be forever
barred from asserting such claim to an estate or
interest the invalidity of which is established in
the action, and [the court] may direct that any
instrument purporting to create any such estate or
interest be delivered up or cancelled of record or
be reformed of record as the facts may require.
RPAPL § 1521(1). Therefore, as the statute provides, a deed can be
reformed at the closing of the action, "as the facts may require."
However, the remedy sought by TEG's first claim is a determination of
ownership interests pursuant to Article 15, not simply reformation of the
1993 deed. The six year statute of limitations period that applies to
claims for reformation of a contract based on mistake, see CPLR
§ 213(6), does not govern an Article 15 action. Accordingly,
defendants' motion to dismiss is denied as to TEG's first claim.
B. Declaratory Judgment Action Is Not Time Barred.
The second remedy sought by TEG is a declaratory judgment that the
defendants conveyed the entire property to MW. Compl. ¶ 36.
Therefore, by successive interest, TEG claims that it now owns the entire
property. Compl. ¶ 36. In order to determine whether there
is a limitation prescribed by law for a particular declaratory judgment
action, courts must look to the substance of the underlying claim and the
nature of the relief sought to determine the applicable period of
limitation. Solnick v. Whalen, 49 N.Y.2d 224, 229,
401 N.E.2d 190, 193, 425 N.Y.S.2d 68, 71 (1980). "When the rights of parties
sought to be stabilized in a declaratory judgment action are, or have been,
open to resolution through a particular procedural route for which a
specific limitation period is statutorily provided, then that period
generally governs the time for commencement of the declaratory judgment
action." Vigilant Ins. Co. of America v. Hous. Auth, of City of El
Paso, Tex., 87 N.Y.2d 36, 41, 660 N.E.2d 1121, 1123, 637 N.Y.S.2d 342,
344 (1995). If the period for invoking this other procedural vehicle
has expired, the declaratory action is also barred. Solnick, 49
N.Y.2d at 230. However, if the alternative proceeding is not time barred,
then a challenge of untimeliness addressed to the declaratory judgment
action must also fail. Id. Since, the substance of TEG's
declaratory judgment action is a declaration that it is the legal owner
of the entire property, TEG's declaratory judgment action falls within
the ten year statutory period provided by CPLR § 212(a), which
governs proceedings under RPAPL § 1501(1). Therefore, TEG's second
cause of action is not time barred.*fn3
C. Specific Performance Action Is Time Barred.
TEG's third cause of action alleges that in 1993 MW was ready, willing,
and able to perform, and did perform, all conditions precedent and all
obligations required under the Stipulation, whereas defendants did not.
Compl. ¶¶ 41, 42. TEG alleges that defendants breached their
obligations under the Stipulation by providing MW with an erroneous deed
that did not include the legal descriptions for the entire property.
Compl. ¶ 42. Therefore, demand has been made upon the
defendants to perform under the terms of the Stipulation. Compl.
This cause of action is essentially one for specific performance of a
contract: the Stipulation. New York law provides that "[t]he following
actions must be commenced within six years . . . (2) [A]n action upon
a contractual obligation or liability, express or implied . . . CPLR
§ 213(2). Accordingly, this cause of action is governed by the
six-year statute of limitations. See, e.g., Feldman v.
Teitelbaum, 160 A.D.2d 832, 833, 554 N.Y.S.2d 265, 266 (2d Dep't
1990). A review of the Stipulation's terms indicates that it was to be
performed by the defendant "[w]ithin sixty (60) days from the date
hereof." Compl. Exhibit 3 § 1. Therefore, any breach of the
Stipulation by the defendant occurred in 1992.
TEG contends that "[a]n action for specific performance premised on a
seller's failure to deliver title is never time barred . . . because
the contractual obligation of the seller to deliver legal title is
continuing." (P. Mem. of Law in Opp. at 9). For this proposition, TEG
relies on Lippe v. Genlyte Group Inc., 98 Civ. 86672, 2002 WL
531010 (S.D.N.Y. April 8, 2002). TEG accurately characterizes
Lippe. (P. Mem. of Law in Opp. at 9 ("The court observed that
the agreement at issue included a clause obligating the seller to deliver
sufficient documents to vest and protect the purchaser's `right, title
and interest in, and enjoyment of,' the real estate. Noting that the
contract did not include a termination date for that duty, the
court concluded that the contractual obligation was continuing . . .")
(quoting Lippe at *4)). However, the contract at issue in
Lippe provided that all documents needed to protect the
purchaser's title to the property be delivered by the seller "[a]fter the
Closing." Lippe at *4. The Stipulation at issue here requires
the deed be delivered at the closing and that the closing occur
within sixty days of the Stipulation, and therefore the obligation cannot
be considered ongoing. Accordingly, TEG's cause of action for specific
performance is time barred, as it falls outside of the six-year
D. Actions to Reform the Deed Based On Mistake Or Fraud Are
Not Time Barred.
TEG's fourth cause of action seeks reformation of the 1993 deed.*fn4
Compl. ¶ 51. TEG claims that the omission of Lots A, B, C,
and D were the result of either: (1) mutual mistake or (2) fraud on
behalf of the defendants and unilateral mistake on behalf of M W.
Compl. ¶¶ 49, 50. Established New York contract law permits
the reformation of the express terms of a contract when the agreement
between the parties is not accurately reflected in the language of the
contract, either through mutual mistake of the parties or fraud by one
and mistake by the other. Brubrad Co. v. U.S. Postal Serv.,
404 F. Supp. 691, 693 (E.D.N.Y. 1975) (Judd, J.).
A cause of action for reformation due to mistake must be brought within
six years. CPLR § 213(6). However, there is a "well recognized
exception" to the rule that the running of the statute does not depend on
discovery of the mistake. Hart v. Blabey, 287 N.Y. 257, 262,
39 N.E.2d 230 (1942). "[A]s to one who is in possession of real property
under an instrument of
title, the statute never begins to run against his right to reform
that instrument until he has notice of a claim adverse to his under the
instrument, or until his possession is otherwise disturbed." Id.
at 262-63; see also Wilshire Credit Corp. v. Ghostlaw,
300 A.D.2d 971, 973, 753 N.Y.S.2d 537, 539 (3d Dep't 2002).
The relevant facts of Hart v. Blabey are essentially the same
as those alleged by TEG in this action. In 1912, plaintiff Hart conveyed
a deed to defendant Blabey that contained an erroneous description of the
southern boundary of the property Blabey was purchasing, with the result
that the deed conveyed more land than had been agreed upon. 287 N.Y. at
260. However, Blabey only took possession of the property that had been
agreed upon. Id. at 261. In 1925, Hart conveyed the remainder of
the property to plaintiffs Meineker in a deed containing the same faulty
description of the northern boundary with Blabey's property. Id.
In 1937, Blabey, for the first time, began asserting her ownership of the
property south of the originally agreed upon boundary, based on the
description in the 1912 deed. Id. In 1939, the Meinekers
conveyed their property to plaintiff Weaver by a deed that "gave
warranties as to the undisputed part only and quitclaimed as to the part
over which a dispute had arisen." Id. at 263. The court found
that the statute of limitations for reformation did not run from the
delivery of the deed in 1912, since
[a]ll the plaintiffs here are entitled to the
benefit of that more lenient rule as to the
running of the statute of limitations. Under the
facts as found at Trial Term and by which we are
bound, plaintiffs Hart and Meineker were in
exclusive possession of the now disputed gore or
triangle of land until 1937. Only then did the
running of the statute begin. Plaintiff Weaver,
who took title later, in 1939, did not go into
possession of the disputed piece because defendant
Blabey had meanwhile enclosed and occupied it, but
plaintiff Weaver, by his deed, took all the rights
of the other plaintiffs, even though it was a
quitclaim deed only as to the land involved here.
Id. at 263-264.
Like plaintiff Weaver in Hart, TEG received a quitclaim deed
to property which had been in the exclusive possession of its predecessor
in interest. Therefore, the "more lenient rule" stated in Hart
is applicable here, and the statute of limitations only began to run once
MW or TEG had notice of a claim adverse to their claims. This notice
occurred when MW and TEG reviewed the deed prior to the transfer of the
deed in 2002. Compl. ¶ 4, 21. The deed itself can not be
deemed to constitute adequate notice under Hart, as that case
found a 1939 action to reform a 1912 deed was not time barred.
Accordingly, the six-year statute of limitations period began to run in
2002 and thus does not bar TEG's claim for reformation due to mistake.
Next, although the limitations period for reformation of a deed due to
fraud is six years, CPLR § 213(8) in conjunction with § 203(g)
provide that fraud claims must be commenced within either six years of
the commission of the fraud or two years from the time that the party
discovered or should have discovered the fraud with reasonable diligence,
whichever is longer. The due diligence test "turns upon whether a person
of ordinary intelligence possessed knowledge of facts from which the
fraud could be reasonably inferred." Ghandaur v. Shearson Lehman
Bros., Inc., 213 A.D.2d 304, 305-306, 624 N.Y.S.2d 390, 392 (1st
Dep't 1995). Here, neither TEG nor MW had knowledge of facts from which
fraud could be reasonably inferred until 2002, the year the deed was
reviewed and subsequently conveyed from MW to TEG. Compl. ¶
4, 21. M W had no reason to examine the deed prior to this time because
it "exercised sole dominion and control" over the entire property since
the transfer of the deed in 1993. Compl. ¶ 3, 18.
Furthermore, this control does not seem to have been challenged by any
adverse party. Therefore, TEG had two years from the date of discovery in
2002 to file suit. Although the complaint did not specify the exact date
that this error was discovered, the complaint was
filed on April 9, 2003, no more than 17 months after the earliest
possible date of discovery and clearly within the two-year limitations
Alternatively, even if it can be argued that MW and TEG failed the "due
diligence" test, TEG's cause of action still will not be dismissed for
untimeliness. Since reformation due to fraud is also a claim in equity,
the same reasoning provided by Hart v. Blabey applies to this
fraud claim. Accordingly, since TEG was in possession of the real
property under an instrument of title, the statute did not begin to run
against its right to reform the 1993 deed until its possession was
disturbed or it was given notice of a claim adverse to its claim. As
stated above, M W's possession was never disturbed and MW and TEG were
first given notice of the adverse claim while reviewing the 1993 deed in
2002. Compl. ¶ 4, 21. Therefore, since TEG had six years to
file suit from the time it was given notice of the adverse claim, it has
clearly met the limitations period.
E. TEG Has Stated a Claim For Unjust Enrichment.
TEG's final cause of action alleges that in the event defendants are
found to be the owners of some or all of the lots, they have been
unjustly enriched at the expense of MW and TEG. Compl. ¶
55. TEG argues that ever since the execution of the 1993 deed, MW and
TEG, by successive interest, have assumed all legal responsibility
for the entire property, including all costs and expenses associated
with the property. Compl. ¶¶ 56, 57. Furthermore, during
this time defendant failed to assert any ownership rights or take
any action, for that matter, in relation to the property.
Compl. ¶ 58.
To recover on a theory of unjust enrichment, plaintiff must prove that:
(1) the defendant was enriched; (2) the enrichment was at plaintiff's
expense; and (3) the circumstances were such
that in equity and good conscience the defendant should return the
money or property to the plaintiff. See e.g., Clark v. Daby,
300 A.D.2d 732, 751 N.Y.S.2d 622, 623 (3d Dep't 2002), Dolmetta v. Uintah
Nat'l Corp., 712 F.2d 15, 20 (2d Cir. 1983). "Generally, courts will
look to see if a benefit has been conferred on the defendant under
mistake of fact or law, if the benefit still remains with the defendant,
if there has been otherwise a change of position by the defendant, and
whether the defendant's conduct was tortious or fraudulent."
Paramount Film Distrib. Corp. v. State of New York, 30 N.Y.2d 415,
421, 285 N.E.2d 695, 698, 334 N.Y.S.2d 388, 393(1972).
First, if defendants are found to have been the owners of any of the
lots for the past ten years, it follows that they should have incurred
all of the expenses MW, and subsequently TEG, assumed for those lots from
the time of transfer of the 1993 deed. If defendants did not have to pay
any of these costs associated with their property since the execution of
the 1993 deed, they have been enriched at TEG's expense. For over nine
years following the execution of the 1993 deed, MW and then TEG
maintained the property, paid all real estate taxes on the entire
property, entered into Orders on Consent with the State of New York to
provide environmental investigation and remediation of the property,
undertook the cost and expense of compliance with these Orders, and
assumed all other costs and expenses associated with the property.
Compl. ¶ 56. Furthermore, TEG purchased from MW all of its
rights relevant to Ardenwood and the property, and thus is entitled, as
successor in interest, to any unjust enrichment of defendants that
occurred at MW's expense. If defendants have avoided the costs of
ownership of lots they are deemed to have owned all along, they should in
equity and good conscience be required to return the money to TEG. In
particular, the environmental investigation and remediation of the
now disputed lots, although undertaken in compliance with orders on
consent with the state, only benefits the rightful owner of the lots.
Therefore, TEG has stated a claim upon which relief may be granted, and
the motion to dismiss the unjust enrichment claim is denied.
F. Paragraphs 25 and 26 of the Complaint Should Not Be
Stricken at this Time.
Defendants argue that paragraphs 25 and 26 of the Complaint should be
stricken from the record pursuant to Fed R. Civ. P. 12(f), as they refer
to an attempted settlement of the matter and are thus inadmissible as
evidence under Fed.R.Evid. 408. (D. Mem. of Law at 18 n.3). However,
these paragraphs will not be stricken from the Complaint at this time, as
it is unclear from the face of the Complaint whether the discussions
occurred before any dispute between TEG and the defendants had yet arisen
or whether the paragraphs might be admissible on other grounds. See
Eskofot A/S v. E.I. Du Pont De Nemours & Co., 872 F. Supp. 81, 94
(S.D.N.Y. 1995); Lipsky v. Commonwealth United Corp.,
551 F.2d 887, 893 (2d Cir. 1976). ("[O]rdinarily neither a district court
nor an appellate court should decide to strike a portion of the complaint on
the grounds that the material could not possibly be relevant on the sterile
field of the pleadings alone.")
TEG's claims for specific performance of the Stipulation and for
reformation of the Stipulation are time barred, and are hereby dismissed.
Defendants' motion to dismiss is denied as to the rest of TEG's claims.