Oriskany Cent. School Dist. v. Edmund J. Booth Architects, A.I.A., 85 N.Y.2d 996 (1995)
In construction contracts with clauses tying the statute of limitations to substantial completion, a Certificate of Suitability and Acceptance of Building for Pupil Occupancy can serve as a substitute for a Certificate of Substantial Completion, triggering the statute of limitations.
Summary
Oriskany Central School District sued Edmund J. Booth Architects for breach of contract, alleging latent defects in a roofing project. The contract stipulated arbitration for disputes but barred demands made after the statute of limitations expired, calculated from the date of substantial completion. While no formal Certificate of Substantial Completion was issued, the school district had signed a Certificate of Suitability and Acceptance. The New York Court of Appeals held that this certificate, along with other indicators of completion (final payment application and acceptance of the building), triggered the statute of limitations, barring the lawsuit. The court reasoned that the Certificate served as a substitute, making the action untimely.
Facts
On June 1, 1984, Oriskany Central School District contracted with Edmund J. Booth Architects for roofing services at two schools. The contract included an arbitration clause with a time limitation tied to the applicable statute of limitations. Paragraph 11.3 stated that the statute of limitations began no later than the date of substantial completion. The work was completed, and on December 18, 1985, a Certificate of Suitability and Acceptance of Building for Pupil Occupancy was signed, stating the project was completed per drawings and specifications. On January 9, 1986, the architect signed an Application and Certificate for Payment, indicating the work’s completion and authorizing final payment. On January 27, 1986, the Board of Education also signed an acceptance of the building.
Procedural History
On April 8, 1992, the School District sued the architect for breach of contract. The architect raised the statute of limitations as a defense and later moved to compel arbitration. The School District cross-moved to dismiss the statute of limitations defense. Supreme Court stayed the action and directed arbitration, finding the statute of limitations had not expired. The Appellate Division reversed, finding the action was time-barred. The Court of Appeals granted leave to appeal.
Issue(s)
Whether the Certificate of Suitability and Acceptance of Building for Pupil Occupancy served as a substitute for a Certificate of Substantial Completion, triggering the statute of limitations under the contract’s terms.
Holding
Yes, because the Certificate of Suitability and Acceptance, coupled with the application for final payment and the Board of Education’s acceptance, demonstrated that the work was substantially complete, triggering the statute of limitations, and therefore the action was time-barred.
Court’s Reasoning
The Court of Appeals reasoned that while no formal Certificate of Substantial Completion was issued, the Certificate of Suitability and Acceptance of Building for Pupil Occupancy, dated December 18, 1985, served as an appropriate substitute. The court emphasized that this certificate stated the project was completed per drawings and specifications. The Court referred to paragraph 8.1.3 of the General Conditions, defining substantial completion as