Town of Windsor v. Ronan

71 Civ. 3062 (S.D.N.Y. February 9, 1973)

The court holds that under a contract between the Federal Aviation Agency (FAA) and the Metropolitan Transit Authority, the FAA must grant prior approval to any expansion of Stewart Airport which might adversely affect the safety, utility and efficiency of the Airport. The court goes on to hold that the contract must be interpreted and any ambiguity must be resolved on the basis of federal common law. This federal common law is found in the policy of Congress as derived from various statutes. Here the relevant statutes clearly show Congress intended for the FAA to have primary jurisdiction to regulate air commerce and to determine questions of airport safety and efficiency. For previous opinion see 1 ELR 20401.

Counsel for Plaintiffs
David Sive
Winer, Neuberger & Sive
425 Park Avenue
New York, New York 10022

Counsel for Defendant, Metropolitan Transit Authority
John R. Hupper
Norman J. Itzkoff
Cravath, Swaine & Moore
1 Chase Manhattan Plaza
New York, New York 10005

Counsel for Federal Defendants
Whitney North Seymour, Jr. U.S. Attorney
Daniel Riesel Assistant U.S. Attorney
Foley Square
New York, New York 10007

Counsel for the State
Louis J. Lefkowitz State Attorney General
State Office Building
New York, New York 10013

[3 ELR 20205]

Ryan, J.

Defendant METROPOLITAN TRANSPORTATION AUTHORITY ("MTA") and defendants JOHN A. VOLPE, Secretary of Transportation of the United States, and JOHN SHAFFER, Administrator of the Federal Aviation Administration ("THE FEDERAL DEFENDANTS"), cross move for summary judgment to determine the meaning of Paragraph "7L" of the Deed by which STEWART AIR FORCE BASE was deeded by the FEDERAL AVIATION ADMINISTRATION ("FAA") to the MTA. The motion of THE FEDERAL DEFENDANTS is granted; and that of the MTA denied.

On July 9, 1971, plaintiffs filed their complaint which originally alleged seven (7) claims, each of which sought to have declared invalid the condemnation by the Commissioner of Transportation of the State of New York for the use of MTA of approximately 8,657 acres in connection with an expansion and development of Stewart Airport. Stewart Air Force Base was deeded by the FAA to MTA on October 16, 1970, pursuant to the Surplus Property Act of 1944. MTA paid no consideration for this functioning air base valued at millions of dollars, but it agreed to abide by the restrictions imposed by the FAA in the deed.

Paragraph "7L" of this Deed provides that:

"L. And, that the grantee will keep up to date at all times an airport layout map of the Airport at which the property described herein is located showing: (a) the boundaries of the Airport and all proposed additions thereto, together with the boundaries of all offsite areas owned or controlled by the grantee for airport purposes and proposed additions thereto; (b) the location and nature of all existing and proposed airport facilities and structures (such as runways, taxiways, aprons, terminal buildings, hangars, and roads), including all proposed extension and reductions of existing airport facilities; (c) the location of all existing and proposed nonaviation areas and of all existing improvements thereon and uses made thereof and such airport layout map and each amendment, revision, or modification thereof, shall be subject to the approval of the FAA, which approval shall be evidenced by the signature of a duly authorized representative of the FAA on the face of the airport layout map, and the grantee will not make or permit the making of any changes or alterations in the Airport or any of its facilities other than in conformity with the airport layout map as so approved [3 ELR 20206] by the FAA, if such changes or alterations might adversely affect the safety, utility, or efficiency of the Airport. Notwithstanding the foregoing, the Grantee shall provide the Department of Defense with one copy of any preliminary and subsequently approved airport layout plan, or associated Master Plan or land use plan and obtain through the FAA the prior concurrence of the Department of Defense for any proposed airport development, improvement, or modification which concurrence shall relate only to protection of the interests of the United States in National Defense involving the United States Military Academy."

In 1971, the New York Legislature authorized MTA to commence the expansion of Stewart Airport for the use of domestic and international freight and passenger traffic. Pursuant to this authorization, MTA appropriated about 8,657 acres and solicited bids for the extension of the existing 8,000 foot runway an additional 4,000 feet and for the extension of the existing taxiway.

On August 18, 1971, the FAA wrote MTA and advised that, by virtue of the deed, MTA was required to keep up to date an airport layout map and that the FAA must approve all revisions and modifications of the Airport. MTA, however, rejected the FAA's interpretation of the deed.

On February 3, 1972, JOHN H. SHAFFER, Administrator of the FAA, wrote to Honorable Whitney North Seymour, Jr., United States Attorney, and stated with respect to Paragraph 7L:

"The paragraph further provides that MTA will not make or permit the making of any changes or alterations in the Airport or any of its facilities other than in conformity with the airport layout map as so approved by the FAA 'if such changes or alterations might adversely affect the safety, utility, or efficiency of the Airport.' It is our opinion that the determination whether a change or alteration might adversely affect the safety, utility, or efficiency of the Airport' must be made by FAA. Because FAA has not approved a revised airport layout map including the proposed runway extension, the extension can be constructed only if FAA determines that the construction will not adversely affect the safety, utility, or efficiency of the Airport."

In January, 1972, plaintiffs moved for permission to supplement the complaint by adding an 8th claim for relief, seeking to enjoin MTA from extending the existing runway and taxiway at Stewart Airport on the ground that Paragraph 7L of the Deed requires the prior approval of the FAA before these extensions may be made. By order dated April 12, 1972, this Court granted plaintiffs' motion for leave to serve and file their 8th claim and stayed further proceedings in connection with plaintiffs' first 7 claims until the Court had determined the 8th claim or had entered an order vacating the stay. On April 18, 1972, plaintiffs filed their 8th claim. Defendant MTA's answer to plaintiffs' 8th claim, dated April 25, 1972, includes a crossclaim against defendant JOHN H. SHAFFER, the Administrator of the FAA, seeking among other things, a declaratory judgment: (a) that Paragraph 7L of the October 16, 1970 Deed contemplates that, if there is a dispute betweenthe FAA and MTA as to whether a proposed change or alteration in Stewart Airport might adversely affect the safety, utility or efficiency of the airport, the dispute is to be decided by a court of competent jurisdiction and not unilaterally by the FAA, and (b) that Paragraph 7L does not require the FAA to make any determination whatsoever before MTA can lawfully proceed with the proposed runway extension project.

By notice of motion, dated August 2, 1972, MTA moved, pursuant to Rules 56 (a) and (b), of the Federal Rules of Civil Procedure, for summary judgment in its favor on that part of plaintiffs' 8th claim and MTA's crossclaim against defendant SHAFFER which present for adjudication the question of whether Paragraph 7L of the October 6, 1970 Deed provides that, before MTA may proceed with a change or alteration, the FAA must first determine that the change or alteration would not "adversely affect the safety, utility, or efficiency of the airport." THE FEDERAL DEFENDANTS have crossmoved for summary judgment against MTA. By notice of motion, dated October 13, 1972, MTA moved to vacate the stay contained in this Court's order of April 12, 1972, which stayed adjudication of MTA's motion to dismiss the first 7 claims for relief alleged in the complaint.

In essence, the dispute between the FAA and MTA is as follows:

The FAA takes the position that Paragraph 7L permits it to make an administrative determination whether the changes or alterations at Stewart Airport intended by MTA "might adversely affect the safety, utility, or efficiency of the Airport." According to the FAA, such a determination must be made before changes or alterations are made. If the FAA decides that such changes "might adversely affect the safety, utility, or efficiency of the Airport," and MTA disagrees with such determination, then MTA, by bringing a petition pursuant to the Administrative Procedure Act, can have the FAA's ruling reviewed.

MTA, on the other hand, asserts that the FAA, like any other grantor, must go to court to enforce a restrictive covenant. In other words, if the FAA determines that any changes or alterations proposed by MTA at Stewart Airport "might adversely affect the safety, utility, or efficiency of the Airport" then FAA must bring suit and a court must determine if, in fact, the FAA's determination is correct.

It is clear from the language of Paragraph 7L that the FAA's interpretation is correct.Paragraph 7L first provides that MTA will keep up to date at all times an airport layout map of Stewart Airport and that "each amendment, revision, or modification thereof, shall be subject to the approval of the FAA, which approval shall be evidenced by the signature of a duly authorized representative of the FAA on the face of the airport layout map." The clear intent of this language is to subject all proposed changes and alterations in the airport to the approval of the FAA. The language does not merely give the FAA the opportunity to approve the form of each new airport map.

Immediately, following this language, Paragraph 7L contains the provision that "the [MTA] will not make or permit the making of any changes or alterations in the Airport or any of its facilities other than in conformity with the airport layout map as so approved by the FAA, if such changes or alterations might adversely affect the safety, utility or efficiency of the Airport." Therefore, each amendment, revision or modification of the airport layout map, which MTA is required to keep up to date, is "subject to the approval of the FAA" and MTA is not permitted to make or permit the making of any changes or alterations, not in conformity with said map as so approved by the FAA, if they "might adversely affect the safety, utility or efficiency of the Airport." In other words, MTA is permitted to make or permit minor changes or alterations at Stewart Airport, with the consent of the FAA, without going to the expense and effort of filing an amended airport layout map if such changes or alterations might not "adversely affect the safety, utility, or efficiency of the Airport." The FAA could require MTA to present a revised airport layout map containing the changes proposed by MTA and could refuse to approve such changes. MTA should not be able to avoid this restriction by not submitting a revised map for approval to the FAA and by claiming that MTA has determined that the proposed changes might not "adversely affect the safety, utility, or efficiency of the Airport." Likewise, where the FAA has failed to approve a revised or amended airport layout map, MTA should not be able to avoid this determination by claiming that it can proceed with the proposed changes since it has determined that they do not "adversely affect the safety, utility, or efficiency of the Airport." Paragraph 7L intends that the FAA has the right to approve all proposed changes at Stewart Airport, and that it also has the right to determine if a proposed change "might adversely affect the safety, utility, or efficiency of the Airport." It makes no sense to say that the FAA has the right to approve all proposed changes reflected in airport layout maps, but that it does not have the right to determine if such proposed changes "might adversely affect the safety utility, or efficiency of the Airport." Such an interpretation would render the first part of Paragraph 7L meaningless since MTA by invoking the second part of the paragraph would, in effect, prevent the FAA from having the right to approve the changes reflected in revised airport layout maps.

In addition to the plain language of Paragraph 7L, the [3 ELR 20207] function and duties of the FAA clearly indicate that it, rather than MTA or the courts, is the proper party to approve changes and alterations at Stewart Airport and to determine whether such "changes or alterations might adversely affect the safety, utility, or efficiency of the Airport." Therefore, even though absent federal funding the FAA might not have control over a local airport, here where the FAA has deeded an airport to a local agency, the deed should be interpreted in light of the FAA's expertise in regulating air transportation and safety.

Congress has granted to the Administrator of the FAA authority to regulate all aspects of air transportation.¹

The Administrator has been given authority to control the use of navigable airspace, to control the flight of aircraft (including takeoff and landing), and to regulate the design and construction of airports. The Federal Aviation Act of 1958² gives the Administrator authority over aspects of aviation safety,³ and it also authorizes him to certificate air navigation facilities which by definition include "landing areas", e.g., airports.⁴

The Airport and Airway Development Act of 1970⁵ further increased the Administrator's duties and responsibilities. Under that Act, the Administrator is to institute the necessary steps to insure that the development of airports advances air safety.

The FAA donated Stewart Air Force Base to MTA under the Surplus Property Act of 1944,⁶ which gives the FAA responsibility for "determining and enforcing compliance" with the terms and conditions of the instrument of disposal. Regulations vest the FAA with substantial powers and duties to impose controls on surplus airport property.⁷

Accordingly, the FAA is the agency in the federal government in charge of supervising the "safety, utility, and efficiency" of airports. Under the Surplus Property Act, it has the right to specify the terms and conditions contained in a deed of disposal. It is logical that, in view of the FAA's expertise, it would retain the right to determine whether alterations at Stewart Airport would adversely affect "safety, utility, or efficiency" so that said airport would be consistent with the rest of the air transportation system supervised by the FAA.

In construing the deed therein, this Court must look to federal common law in the absence of federal statutes setting forth rules of construction. Illinois v. City of Milwaukee, 406 U.S. 91, 103 (1972); United States v. Allegheny County, 322 U.S. 174, 183 (1944); Clearfield Trust Co. v. United States, 318 U.S. 363, 366-367 (1943).

As stated by the Court in United States v. Jones, 176 F.2d 278 (C.A. 9, 1949), a case arising under the Surplus Property Act:

"This is a case in which the Government, in its sovereign capacity, deals with property which it owns. Its contracts relating to such property stem from ownership, and the manner of its sale is governed by specific federal statute. There is, therefore, no room for the application of any local law."

In fashioning federal common law to construe the deed, the Court may look to the policy set forth in the federal statutes dealing with air safety and airport regulation. Cf. Textile Workers v. Lincoln Mills, 353 U.S. 448, 456-7 (1956). The statutes heretofore cited demonstrate that Congress has vested primary jurisdiction in the FAA to regulate Air Commerce. Accordingly, the plain meaning of Paragraph 7L, which gives the FAA the right to approve changes reflected by the airport layout map and the right to determine whether such changes "might adversely affect the safety, utility or efficiency of the Airport", is buttressed by the intent of Congress to give the FAA primary authority to regulate air transportation and safety and the resultant expertise of the FAA in this field. Therefore, even if the language of Paragraph 7L did not clearly give the FAA the right to approve proposed changes and alterations at Stewart Airport, any ambiguity in the deed would be interpreted so as to effectuate the Congressional policy of permitting the FAA to determine, wherever possible, questions of airport safety and efficiency so as to encourage a uniform national aviation policy.

For these reasons, the motion of THE FEDERAL DEFENDANTS is granted and that of MTA denied. MTA's motion to vacate the order of this Court dated April 12, 1972, staying adjudication of MTA's motion to dismiss the first 7 claims for relief asserted in the complaint is also denied.

I find no just reason for delaying the entry of a partial judgment, granting the FEDERAL DEFENDANTS summary judgment dismissing the MTA's crossclaim and granting plaintiff also summary judgment, granting their Eighth Claim.I direct the Clerk of the Court to forthwith enter this judgment. A certification may be submitted for immediate appeal.

1. The Department of Transportation Act (49 U.S.C. 1651 et seq.), vested in the Secretary of Transportation all the authority contained in the Federal Aviation Act, but provided that certain authorities in the Act were to be administered by the Administrator of the FAA. By administrative delegation, virtually all authority under the Federal Aviation Act is now vested in the Administrator.

2. 49 U.S.C. Section 1301, et seq.

3. This authority encompasses the design and manufacture of aircraft and all of their components; the operation, inspection and maintenance of aircraft; and such regulations or standards "governing other practices, methods and procedure, as the Administrator may find necessary to provide adequately for national security and safety in air commerce," Section 601(a) of the 1958 Act.

4. Section 606 of the 1958 Act.

5. 49 U.S.C. Section 1701, et seq.

6. 50 U.S.C. App. 1622(g), 1622 a, b and c.

7. The Administrator of GSA may donate property to local public agencies for airport purposes when the FAA Administrator determines that the property is essential, suitable, or desirable for the development, improvement, operation, or maintenance of a public airport. Title 41 C.F.R. Part 101-47.308-2(a).