12 N.Y.3d 248 (2009)
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To qualify as a Challenger of Record for the America’s Cup, a yacht club must have held at least one annual regatta on an ocean water course prior to submitting its Notice of Challenge, demonstrating a continuous commitment to the sport.
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Summary
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This case involves a dispute over the validity of Club Náutico Español de Vela’s (CNEV) challenge for the 33rd America’s Cup. Golden Gate Yacht Club (GGYC) argued that CNEV did not meet the Deed of Gift’s requirement of “having for its annual regatta an ocean water course” because it had not held such a regatta before issuing its challenge. The Court of Appeals held that the Deed of Gift unambiguously requires a challenging yacht club to have held at least one qualifying annual regatta before submitting its Notice of Challenge, thereby declaring GGYC the valid Challenger of Record.
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Facts
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Société Nautique de Geneve (SNG) won the America’s Cup in 2003 and successfully defended it in 2007.r
On the same day as the 2007 race, CNEV submitted a Notice of Challenge to SNG for the 33rd America’s Cup, which SNG accepted.r
GGYC, disputing CNEV’s validity as a challenger, submitted its own Notice of Challenge shortly after.r
GGYC argued CNEV was not a bona fide yacht club and had never held an annual regatta on an ocean water course.r
SNG rejected GGYC’s challenge, citing the acceptance of CNEV’s challenge.r
CNEV had been formed only days before issuing its challenge and had not previously held an annual regatta.r
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Procedural History
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SNG initiated arbitration to resolve the validity of CNEV’s challenge, inviting GGYC to participate. GGYC refused.r
GGYC then commenced litigation, alleging SNG breached the Deed of Gift by accepting CNEV’s challenge.r
Supreme Court dismissed GGYC’s breach of fiduciary duty claim but declared CNEV’s challenge invalid, naming GGYC the Challenger of Record.r
The Appellate Division reversed, finding the Deed ambiguous and upholding CNEV’s challenge. GGYC appealed to the Court of Appeals.r
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Issue(s)
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Whether the phrase “having for its annual regatta an ocean water course” in the America’s Cup Deed of Gift requires a yacht club to have held an annual regatta on an ocean water course prior to issuing its Notice of Challenge.
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Holding
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Yes, because the plain language of the Deed of Gift unambiguously requires a challenging yacht club to have already held at least one annual regatta on an ocean water course prior to submitting its Notice of Challenge.
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Court’s Reasoning
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The Court emphasized that trust instruments should be construed as written, with the settlor’s intention determined from the unambiguous language itself, citing Mercury Bay Boating Club v. San Diego Yacht Club.r
The Court found the phrase “having for its annual regatta” unambiguous. The word