World Trade Center Properties LLC v. United Airlines, Inc.

957 F. Supp. 2d 501
CourtDistrict Court, S.D. New York
DecidedAugust 1, 2013
DocketNos. 21 MC 101(AKH), 08 Civ. 3719, 08 Civ. 3722
StatusPublished
Cited by1 cases

This text of 957 F. Supp. 2d 501 (World Trade Center Properties LLC v. United Airlines, Inc.) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
World Trade Center Properties LLC v. United Airlines, Inc., 957 F. Supp. 2d 501 (S.D.N.Y. 2013).

Opinion

FINDINGS OF FACT AND CONCLUSIONS OF LAW SUPPORTING JUDGMENT FOR DEFENDANTS

ALVIN K. HELLERSTEIN, District Judge.

On July 15-19, 2013, the parties appeared before me for a bench trial on the issue of whether there was correspondence between the World Trade Center developer’s insurance recoveries and the tort damages that might be awarded if the case proceeded to a liability trial. I listened to the testimony, carefully considered the evidence, and delivered my findings of fact and conclusions of law at the end of trial. These written findings and conclusions restate and expand on my decision.

FINDINGS OF FACT

Plaintiffs’ Leases for the World Trade Center Buildings (One, Two, Four, Five and Seven)

1. In the early 1960s, the Port of New York was suffering economically, and the states of New York and New Jersey sought to revitalize the area. The two states directed that the World Trade Center be built in lower Manhattan with the goal of making the area a center for international trade and finance. See N.Y. Unconsol. Law § 6601 (describing plans to establish the World Trade Center as “as the nation’s leading gateway for world commerce”); N.J. Stat. Ann. § 32:1-35.50.

2. The Port Authority of New York and New Jersey was granted authority over the site. Construction began in 1965. The Twin Towers opened to the public and its tenants in 1973.

3. On December 31, 1980, the Port Authority entered into a ground lease with 7 World Trade Company, L.P. (“7WTCo.”), a company associated with the developer Silverstein Properties, Inc. (“Silverstein”) and one of the plaintiffs in this action, for the development and construction of 7 World Trade Center (“Tower 7”). Upon its completion in 1987, the Port Authority leased Tower 7 to 7WTCo., and Tower 7 opened to the public and its tenants, Tower 7 was located north of the main site of the World Trade Center, across Vesey Street. See In re September 11 Litig., 908 F.Supp.2d 442, 444 (S.D.N.Y.2012).

4. In 1998, the Port Authority decided to privatize the World Trade Center. It conducted a worldwide competitive bidding process to sell 99-year leases of the buildings on the main site of the World Trade Center; the commercial stores in the concourse of the buildings were included in the properties. When Vornado Realty Trust, the high bidder, was not able to [503]*503complete its negotiations with the Port Authority, the Port Authority accepted the second-place bid from Silverstein and Westfield America, Inc. (“Westfield”) in April 2001. On July 16, 2001, the Silver-stein affiliates — World Trade Center Properties, LLC (“WTCP”) and related companies — executed four 99-year leases for the four buildings on the main site, World Trade Center One, Two, Four and Five. WTCP and Westfield paid to the Port Authority the equivalent of $3.211 billion— partly in cash, partly in the form of continuing payments. WTCP paid $2,805 billion of that amount to lease the office buildings. Westfield paid the balance to lease the mall in the concourse. See Joint Stipulation at ¶ 1; In re September 11th Litig., 590 F.Supp.2d 535, 536-37 (S.D.N.Y.2008).

5. The leases to both the main site and Tower 7 required the lessee to rebuild if the buildings were destroyed. The main site lease provides:

If the Premises ... or any structures, improvements, fixtures and equipment, furnishings and physical property located thereon, or any part thereof, shall be damaged or destroyed ... the Lessee, at its sole cost and expense, and whether or not such damage or destruction is covered by insurance proceeds sufficient for the purpose, shall remove all debris resulting from such damage or destruction, and shall rebuild, restore, repair and replace the Premises ... and any structures, improvements, fixtures and equipment, furnishings and physical property located thereon substantially in accordance, to the extent feasible, prudent and commercially reasonable, with the plans and specifications for the same as they existed prior to such damage or destruction or with the consent in writing of the Port Authority, which consent shall not be unreasonably withheld, conditioned, or delayed, make such other repairs, replacements, changes or alterations as is mutually agreed to by the Port Authority and the Lessee,

Net Leases § 15.1; Joint Stipulation at ¶ 2. A similar provision applied to Tower 7.

6. The leases also required the lessee to insure the buildings against loss from fire and other causes for the lesser of $1.5 billion or “actual replacement cost.” In re September 11th Litig., 590 F.Supp.2d 535, 538 (S.D.N.Y.2008).

Plaintiffs’ Insurance Programs

7. The main site of the World Trade Center was insured in layers of coverage for business interruption (lost rentals) and the replacement costs of the buildings if damaged or destroyed, up to $3.5468 billion per occurrence, without distinction between the two categories of coverage (i.e., blanket coverage). Twenty-four different insurers, plus a number of Lloyd’s of London syndicates, participated in the insurance program. Def. Ex. B4; Joint Stipulation at ¶ 3,

8. At the time of the September 11 attacks, WTCP was still negotiating with its insurers for coverage for the main site. With one exception, none of the insurers had issued a final insurance policy to WTCP as of the time of the buildings’ destruction. The insurers had instead issued temporary binders or slips, which provided interim coverage, SR Int’l Bus. Ins. Co., Ltd. v. World Trade Ctr. Properties, LLC, 467 F.3d 107, 113 (2d Cir.2006).

9. Industrial Risk Insurers (“IRI”) insured Tower 7, providing coverage for business interruption (called time element), replacement costs and extra expense, up to $860 million per occurrence, without distinction as to categories of coverage, but subject to a sub-limit of $1,000,000 per occurrence for extra expense. Joint Stipulation at ¶ 29.

10. The insurance coverage for both the main site and Tower 7 was indepen[504]*504dent of Plaintiffs’ lease obligation to repair or replace the leased premises if damaged or destroyed. The insurance agreements made no reference to these obligations. Tr. 239:6-11.

The September 11 Attacks

11. On the morning of September 11, 2001, Mohamed Atta and Abdul Aziz al Omari cleared security at Portland International Airport in Maine and caught an early morning flight to Boston’s Logan Airport. At Logan, they rendezvoused with three others, and together the five boarded American Airlines Flight 11, en route to Los Angeles. Five other AlQaeda associates cleared security at Logan and boarded United Airlines Flight 175, also headed for Los Angeles. See The 9/11 Commission Report, Final Report of the National Commission on Terrorist Attacks upon the United States, at 1-2 (2004) (“9/11 Report”),

12. Flight 11 and Flight 175 took off from Logan at 7:59 a.m. and 8:14 a.m., respectively. Shortly afterwards, the terrorists aboard took control of the two planes and turned them towards New York City. Flight 11 crashed into Tower 1 of the World Trade Center (the North Tower) at 8:46 a.m. Flight 175 crashed into Tower 2 (the South Tower) at 9:03 a.m. Both World Trade Center towers became infernos and collapsed: Tower 2 at 9:59 a.m. and Tower 1 at 10:28 a.m. 9/11 Report at 4, 7, 285.

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