Clear Channel Outdoor, LLC v. City of New Rochelle

Background

Clear Channel Outdoor, LLC sued the City of New Rochelle, Luiz Aragon in his official capacity as Commissioner of Development, and Paul Vacca in his official capacity as Building Official. The lawsuit concerns the New Rochelle City Code and a September 2020 order requiring Clear Channel to remove several billboards, including five billboards along the Interstate 95 corridor.

The city’s billboard ordinance required removal by December 31, 2020, of certain billboards that existed on March 20, 2001, without later enlargement. The city ordered Clear Channel to remove the billboards under that ordinance and later amended the ordinance to impose daily and escalating fines after notice from a city official.

A magistrate judge recommended denying Clear Channel’s motion for partial summary judgment on Count IX because the defendants had raised a factual issue concerning laches, a defense based on unreasonable delay in bringing a claim. The district court later adopted part of that recommendation but rejected the finding that laches presented a factual issue. It held instead that the parties’ settlement agreement waived the laches defense and granted Clear Channel summary judgment on Count IX.

Motion for reconsideration

The defendants sought reconsideration under Local Civil Rule 6.3 and Federal Rule of Civil Procedure 59(e). Reconsideration is an exceptional remedy generally available only when the court overlooked controlling law or important facts presented on the original motion. The court emphasized that reconsideration is not an opportunity to present new arguments or take a second opportunity to litigate the matter.

The defendants challenged two parts of the earlier ruling: the finding that the settlement agreement waived laches and the finding that they had not established equitable estoppel. The opinion states that the defendants’ motion also applied to Vector Media.

Laches waiver

The defendants argued that paragraph 10 of the settlement agreement applied only to challenges involving city laws adopted after December 31, 2020, and that they could not have waived a laches defense that they did not know about when they signed the agreement.

The court rejected those arguments. It read paragraph 10 as applying to laws that would require removal of the remaining billboards after December 31, 2020, not merely to laws drafted after that date. The court also noted that the defendants had not raised this interpretation during earlier briefing and could not use reconsideration to introduce it for the first time.

The court further held that parties may waive future rights and defenses through clear contractual language. It found that the settlement agreement’s broad language—stating that “nothing, including without limitation” would prevent a challenge to a city code, statute, or regulation—covered laches because a laches defense could prevent such a challenge. The defendants did not identify controlling authority showing that the court had made an error.

Equitable estoppel

Equitable estoppel is a defense that may apply when one party conceals or misrepresents facts, expects reliance, knows the truth, and causes the other party to change position to its substantial detriment. When the defense is based on silence, the silent party generally must have had a duty to speak.

The defendants argued that Clear Channel’s failure to object during the city’s earlier request-for-proposals process, while the city indicated that the Interstate 95 billboards would have to be removed, supported equitable estoppel. The court disagreed. It reaffirmed that Clear Channel’s understanding of its legal rights under the settlement agreement was a legal position, not a factual misrepresentation. The court also found that Clear Channel had not concealed facts from the defendants or induced them to take action for its benefit.

The City was a signatory to the settlement agreement and therefore was, or should have been, aware of its terms. The court also found that the defendants had not shown that Clear Channel had a duty to announce its intention to sue if the city required removal of the billboards. The opinion states that the parties had no fiduciary duty and were not in an ongoing business relationship that would create a duty to speak.

Disposition

Judge Nelson S. Roman denied the defendants’ motion for reconsideration and directed the Clerk of Court to terminate the motion at ECF No. 194. The earlier rulings therefore remained in place: the laches defense was waived under the settlement agreement, and the defendants had not established equitable estoppel.