No Contractual Right to a Zoning Vote: The Term Limits Doctrine in Hudson View Park Co. v. Town of Fishkill

No Contractual Right to a Zoning Vote: The Term Limits Doctrine in Hudson View Park Co. v. Town of Fishkill

I. Introduction

In Hudson View Park Co. v. Town of Fishkill, 2025 NY Slip Op 07080 (Dec. 18, 2025), the New York Court of Appeals delivered a significant clarification of the so‑called “term limits doctrine” as it applies to municipal zoning and development agreements.

The case arose from a failed development project in the Town of Fishkill, where the developer, Hudson View Park Company, sought to assemble several parcels – including one owned by the Town – to create a mixed-use “residential and commercial community.” To advance the project, Hudson View and the Town entered into a Memorandum of Understanding (MOU) that purported to govern how the Town would process Hudson View’s zoning petition and environmental review under the State Environmental Quality Review Act (SEQRA).

After a change in Town leadership through local elections, the new Town Board terminated review of Hudson View’s zoning petition and halted the SEQRA process. Hudson View sued, arguing the Town breached the MOU by refusing to complete its review and issue a final determination on the merits.

The central legal issue was whether the MOU was unenforceable under New York’s term limits doctrine, which prevents an elected municipal body from contractually binding its successors in matters of governance absent specific statutory or charter authorization. The Court of Appeals held that the MOU violated the doctrine and was void and unenforceable, thereby dooming Hudson View’s contractual claims.

Along the way, the Court:

  • Reaffirmed that zoning is a core governmental (legislative) function subject to the term limits rule;
  • Held that a municipality cannot contract away its successors’ discretion to decide whether to entertain or terminate a zoning petition;
  • Rejected the idea that an MOU can compel future boards to base zoning decisions only on “empirical” and “objective” data, excluding political or community-based considerations;
  • Clarified that general contracting authority statutes do not constitute “specific authorization” sufficient to override the term limits doctrine; and
  • Rejected a proposed “balancing test” for the doctrine in this context.

The Court also addressed, via a separate concurring opinion, the procedural question of when an appeal lies as of right to the Court of Appeals based on a “substantial constitutional question,” and whether the term limits doctrine has constitutional roots, though the Court explicitly declined to answer that latter question.

II. Summary of the Opinion

A. The Holding

The Court of Appeals (opinion by Judge Singas) held:

  1. The MOU between Hudson View and the Town of Fishkill violated the term limits doctrine because it purported to:
    • Bind successor Town Boards to continue reviewing Hudson View’s zoning petition until a “final determination on the merits” was reached; and
    • Require that such determination be based solely on “empirical data and other objective factual bases.”
  2. These contractual provisions impermissibly restricted the future Town Board’s legislative discretion in zoning matters, including:
    • The discretion not to entertain or vote on a zoning application at all; and
    • The discretion to consider a broader range of legitimate factors (including community opposition and political considerations).
  3. The MOU was therefore invalid and unenforceable as against public policy under the term limits rule. As a result, Hudson View’s claims for breach of contract and breach of the implied covenant of good faith and fair dealing necessarily failed.
  4. General statutory contracting authority in Town Law § 64(6), and the Town Board’s own resolution approving the MOU, did not constitute the kind of “specific authorization” required to overcome the term limits doctrine.
  5. The Court rejected Hudson View’s request to apply a balancing test to determine whether the MOU should be enforced based on competing public interests. The applicable standard remains categorical: whether the contract attempts to bind successors in an area of governance.

The Court dismissed the appeal as of right (for lack of a directly involved substantial constitutional question) but, on its own motion, granted leave to appeal and then affirmed the Appellate Division’s order.

B. The Concurring Opinion

Chief Judge Wilson, joined by Judges Rivera and Halligan, concurred in the result but wrote separately to explain that:

  • Hudson View waived any argument that the term limits doctrine presents a “directly involved” substantial constitutional question because it deliberately avoided advancing that theory in Supreme Court;
  • Had Hudson View foregrounded the constitutional origins of the doctrine, broader principles such as the “reserved powers” and “unmistakability” doctrines (from federal Contract Clause jurisprudence) would have undermined – not supported – Hudson View’s effort to enforce the MOU; and
  • Hudson View cannot strategically avoid constitutional arguments below, then invoke them later solely to gain an appeal as of right.

Despite that waiver, the Court, in an “unusual circumstance,” chose to grant leave sua sponte and unanimously agreed that the MOU was unenforceable.

III. Factual and Procedural Background

A. The Project and the MOU

Hudson View owned several contiguous parcels in the Town of Fishkill surrounding a parcel owned by the Town. Hudson View sought to acquire the Town’s parcel and assemble the entire site into a single development consisting of residential and commercial uses.

The project required:

  • Zoning amendments by the Town Board (a legislative body) in response to Hudson View’s zoning petition; and
  • Environmental review by the Town Planning Board under SEQRA (ECL art 8), which had to be completed before the Town Board could vote on the zoning amendments.

In 2017, while the zoning petition was being prepared, Hudson View and the Town executed an MOU. The MOU:

  • Expressly purported to bind the Town and its “successors”;
  • Provided that the “Town shall not terminate its review of [Hudson View’s] Zoning Petition, and the Project in general, until it reaches a final determination on the merits in its legislative judgment regarding the best interests of the Town based upon empirical data and other objective factual bases”;
  • Stated that the Town could not “commit to any particular outcome” on the zoning amendments or the project; and
  • Declared that it would not “limit or impair the Town . . . from exercising or performing any regulatory, policing or permitting functions or obligations, except as otherwise provided herein.”

The Town Board had adopted a resolution approving the MOU and authorizing the Town Supervisor to execute it.

B. Hudson View’s Expenditures and the Political Shift

Following the MOU, Hudson View filed its zoning petition and also invested heavily in the SEQRA process, funding consultants and analyses it alleged cost “hundreds of thousands of dollars.”

In November 2019, however, a local election altered the Town’s political landscape:

  • Defendant Ozzy Albra ran for Town Supervisor on a platform that included opposition to Hudson View’s project;
  • Albra was elected; and
  • The composition of the Town Board changed as well.

Subsequently, the new Town Board:

  • Held an executive session;
  • Emerging from that session, Supervisor Albra announced, “Citizens of Fishkill, you're going to like this,” and stated that the Town Board would vote on a resolution terminating review of the zoning petition; and
  • Unanimously approved a resolution terminating the Town’s review of the petition and directing the Town Clerk to notify the Planning Board so that the SEQRA process would also cease.

C. Litigation and Lower Court Rulings

Hudson View sued the Town, the Town Board, the Supervisor, and individual Board members, asserting:

  • Breach of contract; and
  • Breach of the implied covenant of good faith and fair dealing.

The defendants moved to dismiss under CPLR 3211(a)(1) and (7), arguing:

  • The MOU was invalid under the term limits doctrine; and
  • The MOU also constituted illegal contract zoning.

Supreme Court (Dutchess County) granted the motion and dismissed the complaint, holding the MOU void as against public policy. The Appellate Division, Second Department, affirmed (234 AD3d 40 [2d Dept 2024]), holding:

  • The MOU was unenforceable under the term limits doctrine; and
  • Separately, the MOU also constituted illegal contract zoning.

Hudson View appealed to the Court of Appeals as of right, asserting that a substantial constitutional question was directly involved. The Court held no such right existed but, on its own motion, granted leave and addressed the merits.

IV. Precedents and Doctrinal Foundations

A. The Term Limits Doctrine: Morin and Karedes

The “term limits” or “successor” doctrine in New York stems from the principle that elected bodies cannot contractually restrict the governmental discretion of their successors absent clear legislative authorization.

1. Morin v Foster, 45 NY2d 287 (1978)

In Morin, the Court dealt with a school board’s alleged contract affecting the employment status of a teacher. The decision articulated the basic rule:

  • The doctrine applies to “matters relating to governmental or legislative functions” (45 NY2d at 293); and
  • Where a contract involves discretionary governmental power, a public body cannot bind successors beyond its own term unless the enabling statute clearly authorizes such forward‑looking contracts.

Morin thus set the baseline: contracts that trench on future exercise of core governmental discretion – absent specific statutory authorization – are void.

2. Matter of Karedes v Colella, 100 NY2d 45 (2003)

Karedes is the Court’s modern, often-cited articulation of the doctrine. The case involved the City of Oneida’s long-term contract for operation of a municipally owned golf course. The Court drew a critical distinction:

  • The term limits rule “prohibits one municipal body from contractually binding its successors in areas relating to governance unless specifically authorized by statute or charter provisions to do so” (100 NY2d at 50); but
  • The doctrine does not apply where a municipality acts in its “proprietary” (business-like) capacity rather than in a governmental or legislative role (id. at 51).

In Karedes, management of a golf course was treated as a proprietary function, so the term limits rule did not apply. That decision narrowed the rule’s scope in contexts where municipalities behave like market actors.

3. Edsall v Wheler, 29 AD2d 622 (4th Dept 1967)

Cited by the Court here, Edsall supplied the classic formulation quoted in this decision:

“[W]here a contract ‘involves a matter of discretion to be exercised by the [municipal body,] unless the statute conferring power to contract clearly authorizes th[at body] to make a contract extending beyond its own term, no power . . . so to do exists’” (29 AD2d at 622–623).

This language underscores that contracts limiting future discretionary decisions are ultra vires unless the Legislature has unmistakably authorized them.

B. Zoning as a Governmental / Legislative Function

Several precedents confirm that zoning is quintessentially legislative and governmental, not proprietary:

  • Matter of Neddo v Schrade, 270 NY 97 (1936): Described a municipality’s zoning function as that of a “legislative body” and clearly governmental (270 NY at 101).
  • Suffolk Hous. Servs. v Town of Brookhaven, 70 NY2d 122 (1987): Treated zoning as an expression of the police power, citing prior zoning cases.
  • Robert E. Kurzius, Inc. v Incorporated Vil. of Upper Brookville, 51 NY2d 338 (1980); Berenson v Town of New Castle, 38 NY2d 102 (1975): Recognized that zoning is an inherently legislative activity, subject to constitutional and statutory limits but largely entrusted to local legislative judgment.
  • Rodgers v Village of Tarrytown, 302 NY 115 (1951): Affirmed that a village has broad power to amend its zoning ordinance “to promote the general welfare” (302 NY at 121).
  • Matter of Cowan v Kern, 41 NY2d 591 (1977): Emphasized that, absent arbitrariness, “it is for locally selected and locally responsible officials to determine where the public interest in zoning lies” (41 NY2d at 599).
  • Matter of Society of N.Y. Hosp. v Del Vecchio, 70 NY2d 634 (1987): Held there is no obligation for legislative bodies “to consider and vote upon . . . every [zoning] application” they receive (70 NY2d at 636).

Taken together, these cases firmly locate zoning within the category of “governance” for purposes of the term limits doctrine.

C. Application of the Doctrine to Contracts: Prior Lower Court Cases

The Court also referenced decisions applying the term limits rule to municipal contracts:

  • BT Holdings, LLC v Village of Chester, 189 AD3d 754 (2d Dept 2020): Applied the doctrine in a contractual action involving a village, confirming that the rule applies to villages notwithstanding their general contracting authority.
  • Quigley v City of Oswego, 71 AD2d 795 (4th Dept 1979): Similarly applied the doctrine to city contracts, reinforcing that generic authority to “contract and be contracted with” does not automatically override term limits constraints.

These precedents preempted Hudson View’s argument that general enabling statutes like Town Law § 64(6) implicitly constitute “specific authorization” to bind successors in matters of governance.

D. The County of Monroe Balancing Test and Its Limits

The Court referenced Matter of County of Monroe (City of Rochester), 72 NY2d 338 (1988), not to apply it, but to cabin its reach. County of Monroe created a “balancing of public interests” test to resolve conflicts between:

  • A local zoning ordinance; and
  • Another governmental entity’s statutory authority to perform a designated public function (in that case, operating a municipal airport).

In Karedes, the Court had suggested that where the proprietary-governmental dichotomy is “unworkable,” a balancing framework may be considered. In Hudson View, however, the Court refused to import such a balancing test into the term limits context where:

  • The function (zoning) is clearly governmental; and
  • The question is whether current legislators may contract away the discretionary power of their successors.

The Court stressed that introducing a balancing test here would “encroach on localities’ legislative authority” by forcing courts to weigh policy considerations that properly belong to elected officials.

E. Federal Doctrines Referenced in the Concurrence

The concurrence drew on United States Supreme Court Contract Clause jurisprudence to illustrate why grounding the term limits doctrine in constitutional soil could further restrict – not expand – the enforceability of contracts like the MOU.

  • United States v Winstar Corp., 518 US 839 (1996):
    • Warned that contracts binding future legislative actions “could become a threat to the sovereign responsibilities of state governments” (id. at 874);
    • Discussed the “reserved powers” doctrine: States cannot bargain away certain core sovereign powers (e.g., police power, eminent domain);
    • Discussed the “unmistakability doctrine”: A surrender of sovereign powers will not be inferred unless expressed “in terms too plain to be mistaken” (id. at 874–875).
  • West River Bridge Co. v Dix, 6 How. 507 (1848) and Stone v State of Mississippi, 101 US 814 (1879):
    • Examples of the reserved powers doctrine – states cannot contract away fundamental sovereign powers such as eminent domain and the police power.
  • Jefferson Branch Bank v Skelly, 1 Black 436 (1862):
    • Source of the “unmistakability” principle that no surrender of core sovereign powers (e.g., taxation) is presumed absent clear and unmistakable terms.

These federal doctrines parallel and underscore the New York term limits rule: both seek to prevent public authorities from undermining their future sovereign or governmental functions through contract.

V. The Court’s Legal Reasoning

A. Identifying the MOU’s Problematic Provisions

Two features of the MOU were decisive:

  1. It bound “successors” on a matter of governance (zoning), requiring the Town not to terminate review of Hudson View’s zoning petition and the project “until it reaches a final determination on the merits.”
  2. It required that the Town’s legislative judgment be based solely on “empirical data and other objective factual bases,” excluding other legitimate political or community-based considerations.

The Court noted that, as a matter of law, local legislative bodies are:

  • Not obligated “to consider and vote upon . . . every [zoning] application” they receive (Del Vecchio, 70 NY2d at 636); and
  • Entitled, absent arbitrariness, to determine “where the public interest in zoning lies” (Cowan, 41 NY2d at 599), which naturally includes political inputs and community sentiment.

By foreclosing the possibility that a future Town Board might simply choose to discontinue consideration of the petition, and by narrowing the permissible bases for decision, the MOU unlawfully restricted successor boards’ legislative discretion.

B. Zoning as a Governmental Function Subject to the Doctrine

Hudson View argued the MOU did not involve an “area[] relating to governance” (using the language from Karedes), insisting that it merely structured the “process” of review, not the substantive outcome. The Court rejected this on two fronts:

  1. Zoning is inherently governmental and legislative:
    • Codified authority: Town Law § 265(1) allows town boards to amend zoning regulations “from time to time”; Statute of Local Governments § 10(6) authorizes localities to adopt, amend, and repeal zoning regulations.
    • Doctrinally: New York precedents uniformly treat zoning as a legislative, governmental exercise of police power.
  2. Even if some municipal contracts could be characterized as “procedural” and thus arguably outside the doctrine (a question the Court deliberately did not decide), this MOU was not purely procedural. It:
    • Required that the Board reach a “final determination on the merits”; and
    • Restricted what factors the Board could consider in making that determination.

Thus, the MOU directly impinged on governmental discretion as to both whether and how the zoning petition would be resolved.

C. The “Right Not to Vote” and Legislative Discretion

A particularly notable aspect of the decision is the explicit recognition of what Supreme Court called the successor Board’s “right not to vote on the [zoning] application” – a phrase the Court of Appeals approvingly echoed.

This concept extends the traditional understanding of legislative discretion. It underscores that:

  • Legislative bodies possess not only discretion over how to vote, but also whether to bring a matter to a vote at all; and
  • A current board cannot, by contract, deprive future boards of that discretion.

The MOU, by obligating successors to continue the review process to a “final determination on the merits,” effectively stripped future boards of their discretion to disengage from the application – in direct conflict with the term limits doctrine.

D. Invalidity of the “Empirical Data Only” Clause and Severability

The MOU tried to limit the Town Board to “empirical” and “objective” bases in its decision-making, thereby:

  • Excluding inherently political or value-laden factors; and
  • By implication, shielding the project from the very type of electoral and community pressure that later culminated in the 2019 election and subsequent termination of the project’s review.

Hudson View ultimately disclaimed reliance on this clause and asked the Court to sever it, enforcing only the “no-termination-before-final-determination” requirement. The Court refused, noting:

  • Hudson View cited no authority empowering the Court to rewrite the MOU to salvage only its legally permissible portions; and
  • There was no clear indicia in the agreement itself that the parties intended the unlawful portion to be severable and the rest to survive judicial excision.

In effect, the Court took the MOU as the parties had written it: a composite arrangement that, taken as a whole, impermissibly bound successors in their exercise of legislative judgment.

E. Rejection of “Specific Authorization” via General Contracting Powers

The term limits doctrine allows an exception where a statute or charter provision “specifically authorizes” a body to bind successors in a matter of governance. Hudson View invoked Town Law § 64(6), which:

  • Lists “General powers of town boards”; and
  • Authorizes them to “award contracts for any of the purposes authorized by law.”

The Court held this insufficient for several reasons:

  1. Overbreadth of general enabling statutes:
    • Statutes like Town Law § 64(6), Second Class Cities Law § 3(4), and Village Law § 1-102(5) use broad language (“to contract and be contracted with”) and are not tailored to authorizing contracts that bind future legislative discretion in specific policy areas such as zoning.
    • If such general provisions sufficed, the term limits doctrine would effectively vanish for any contract entered into by these entities.
  2. “Purposes authorized by law” limitation:
    • By its own terms, Town Law § 64(6) authorizes contracts only for “purposes authorized by law.”
    • Contracts that violate the term limits doctrine are, by definition, not “authorized by law” unless a more specific statute clearly allows them.
  3. Ineffectiveness of local resolutions as “specific authorization”:
    • The Town Board’s resolution authorizing execution of the MOU is not a “statute or charter provision”; it is merely an internal act by the same body that lacks authority to free itself from state‑law limitations.
    • Moreover, Town Law § 64(6) already requires board approval for any town contract; treating such approval as sufficient to bypass term limits would again render the doctrine meaningless.

Thus, neither Town Law § 64(6) nor the Board’s resolution provided the “specific authorization” necessary to justify binding successor boards in this way.

F. Rejection of a Balancing Test

Hudson View proposed that the Court adopt a “balancing of public interests” test for the term limits doctrine, suggesting courts weigh:

  • The public interest in honoring municipal commitments to developers and the benefits of long-term planning and investment; against
  • The public interest in preserving legislative flexibility for future boards.

The Court rejected this approach, emphasizing:

  • The existing standard is categorical: the question is whether the contract attempts to “contractually bind[ ] its successors in areas relating to governance” (Karedes, 100 NY2d at 50);
  • Introducing a balancing test would require courts to engage in policy judgment about which long-term commitments are “worth” limiting successor discretion, undermining the very principle the doctrine is designed to protect; and
  • Such judicial balancing would intrude into local self-government by substituting judicial views of the public interest for those of elected officials.

The Court thus preserved a bright-line rule: where an agreement seeks to bind successors in their exercise of governmental discretion (here, zoning), it is unenforceable unless a higher-level statute or charter provision clearly and specifically authorizes such binding.

G. The Concurring Opinion on Waiver and Appeals as of Right

The concurrence focused on appellate jurisdiction and litigation strategy rather than the merits:

  • Waiver of constitutional framing:
    • Hudson View had framed the term limits doctrine purely as a common-law rule with a statutory exception (for specifically authorized contracts), not as a constitutional principle.
    • That choice was “strategic”: raising the doctrine’s constitutional basis would have invoked more powerful sovereignty-protecting doctrines (reserved powers, unmistakability), further undermining the enforceability of the MOU.
    • Having deliberately abstained from constitutional argument below, Hudson View could not later claim a “substantial constitutional question” to secure an appeal as of right under CPLR 5601(b)(1).
  • Unusual procedural posture:
    • The Court nonetheless granted leave sua sponte and decided the merits, given that all judges agreed the MOU violated the term limits doctrine.
    • The majority expressly declined to decide whether the doctrine is of constitutional dimension, deeming the question “academic” and unnecessary to resolve the case or appellate jurisdiction.

Practically, the concurrence serves as a warning to litigants: one cannot sidestep constitutional arguments in trial courts for tactical reasons and later resurrect them solely to obtain a jurisdictional advantage in the Court of Appeals.

VI. Key Legal Concepts Simplified

A. The “Term Limits Doctrine” (Not Electoral Term Limits)

Despite the name, this doctrine does not refer to voter-imposed term limits on elected officials. Instead, it is a judge-made rule of public law that:

  • Prevents one elected body (like a town board or city council) from making binding promises that limit how its successors can exercise governmental or legislative powers;
  • Applies to “matters relating to governance,” including zoning, taxation, regulatory decisions, and similar governmental functions;
  • Does not apply when the municipality acts like a private business (its “proprietary capacity”) – for example, operating a golf course or running a commercial enterprise; and
  • Contains a narrow exception: if the Legislature or a charter provision expressly and specifically authorizes the body to make such future-binding contracts, then they can be valid.

Think of it as a safeguard that ensures each newly elected board retains the core governmental powers the law gives it, rather than inheriting a set of binding deals that predetermine its choices.

B. Governmental vs. Proprietary Capacity

Municipalities wear two “hats”:

  • Governmental hat:
    • When regulating land use (zoning), policing, taxing, or otherwise exercising sovereign or legislative power for the public at large;
    • Subject to constitutional and public-law constraints like the term limits doctrine.
  • Proprietary hat:
    • When operating or managing businesses or assets in a way similar to a private corporation (e.g., a municipal golf course, housing complex, or utility);
    • Here, the municipality is treated more like a private party, and the term limits doctrine generally does not apply.

In Hudson View, the Town was clearly wearing its “governmental hat” with respect to zoning and SEQRA review; accordingly, the doctrine fully applied.

C. Contract Zoning (Not Reached, But Looming)

Although the Court of Appeals did not need to reach the issue, the Appellate Division had also found the MOU constituted “illegal contract zoning.” In broad terms:

  • “Contract zoning” occurs when a municipality trades away its legislative zoning power in exchange for private concessions (e.g., promises of payments, infrastructure, or other benefits from a developer);
  • New York generally forbids such bargains when they compromise the municipality’s duty to exercise independent legislative judgment on zoning issues for the public welfare.

The MOU here came close to that line by locking in a process and decision framework for a specific project. Even though the Court ultimately resolved the case on term limits grounds, the Appellate Division’s contract zoning analysis underscores a second, independent barrier to enforceability of development agreements that seek to “pre‑commit” the legislative body’s choices.

D. SEQRA and the Zoning Process

SEQRA requires governmental agencies to consider environmental impacts before making certain discretionary decisions, including zoning changes. In many projects:

  • The Planning Board (or another “lead agency”) conducts environmental review; and
  • The legislative body (here, the Town Board) cannot lawfully vote on zoning amendments until SEQRA review is completed.

In Hudson View, the SEQRA review and zoning petition were intertwined. The MOU tried to ensure that this entire process could not be terminated prematurely. The Court’s decision makes clear that:

  • A municipality cannot contractually promise to complete SEQRA or zoning review for a particular applicant if doing so would bind successors’ discretion to halt the process; and
  • Developers who invest in SEQRA work in reliance on such promises bear the risk that a future Board lawfully may decide to stop the project.

E. Appeals as of Right and “Substantial Constitutional Questions”

Under CPLR 5601(b)(1), an appeal lies as of right to the Court of Appeals from a final determination of the Appellate Division when a “substantial constitutional question” is “directly involved.”

In this case:

  • No constitutional argument was preserved in Supreme Court; at the Appellate Division, Hudson View characterized the term limits rule as common-law;
  • The majority therefore dismissed the appeal as of right, relying on existing case law (e.g., Town of Hardenburgh v State of New York, 52 NY2d 536 [1981]) that bars as-of-right appeals when the constitutional question is not directly and necessarily at issue; and
  • The Court then granted leave on its own motion, which allowed it to reach the merits despite the jurisdictional defect.

The procedural lesson is that parties seeking to preserve a path to the Court of Appeals based on constitutional questions must explicitly and properly raise and litigate those questions in the trial court and on appeal.

VII. Impact and Practical Significance

A. Implications for Municipal Development Agreements

The decision sends a clear message about the limits of municipal development agreements in New York:

  • No contractual right to a zoning vote or complete review:
    • Developers cannot secure, by contract, a municipal promise to process or vote on a zoning petition to “final determination,” especially across electoral cycles;
    • Any agreement purporting to guarantee that a legislative body will complete a specific zoning process is vulnerable to invalidation under the term limits doctrine.
  • Prohibition on constraining legislative decision factors:
    • Municipalities may not contractually relinquish the ability of future boards to consider political, community, or other non-empirical factors in zoning decisions;
    • Attempts to confine legislative decision-making to “objective” or “empirical” criteria, excluding legitimate political considerations, are especially suspect.
  • Limits of general enabling statutes:
    • Broad statutory contracting authority (e.g., Town Law § 64(6)) is not enough to authorize agreements that bind future zoning decisions;
    • Any such authority must be specifically conferred by statute or charter, and tailored to the particular governmental function at issue.

Municipal counsel and developers negotiating MOUs or “development agreements” must carefully distinguish:

  • Lawful provisions – e.g., timelines, cooperation in processing, allocation of costs for consultants – that do not constrain future legislative choices; from
  • Unlawful provisions – e.g., commitments to maintain an application in process, to reach a final vote, or to limit the types of factors legislators may consider – that risk invalidation.

B. Effect on Long-Term Planning and Infrastructure Deals

Local governments often seek long-term agreements with private entities to facilitate major projects (housing, infrastructure, public‑private partnerships). Hudson View underscores that:

  • Such agreements cannot lock in future zoning or land-use legislative decisions unless the Legislature enacts a statute specifically authorizing that kind of commitment;
  • Where the municipality is both legislator (zoning authority) and landowner, it must be vigilant not to let proprietary agreements (sale of land, easements, etc.) spill over into impermissible constraints on future zoning decisions.

Practically, this means:

  • Developers must accept political risk: elections can change zoning outcomes, and contractual protections against such shifts are heavily circumscribed;
  • Municipalities may still offer some forms of procedural cooperation, but cannot bind themselves – or their successors – to ultimate outcomes in their legislative capacity.

C. Reinforcement of Local Democratic Accountability

The Court’s reasoning strongly reaffirms democratic accountability in local zoning:

  • Successor boards must be free to reflect the preferences of the electorate, including opposition to specific projects; and
  • Candidates may legitimately campaign on zoning issues (“I oppose this project”) and, once elected, act consistently with those platforms without breaching prior “process” commitments made by their predecessors.

This decision thus affirms the centrality of electoral politics in shaping land use outcomes and rejects attempts to “de‑politicize” zoning through binding, technocratic contractual commitments.

D. Continuing Uncertainty: Contract Zoning and Constitutional Dimensions

Two areas remain open for future development:

  • Contract zoning:
    • The Court did not address the Appellate Division’s conclusion that the MOU also constituted illegal contract zoning;
    • That leaves the contours of the contract zoning doctrine – especially in sophisticated modern development agreements – for future cases to refine.
  • Constitutional status of the term limits doctrine:
    • The Court explicitly declined to decide whether the doctrine is of constitutional dimension;
    • The concurrence suggests a strong analogy to federal doctrines guarding state sovereignty, but the precise constitutional footing in New York law remains “academic” for now.

Future litigation may press these issues, particularly where the Legislature enacts statutes expressly authorizing long‑term development agreements with zoning commitments, raising questions about the outer limits of such legislative power.

VIII. Conclusion

Hudson View Park Co. v. Town of Fishkill is a significant reaffirmation and sharpening of New York’s term limits doctrine in the context of municipal land use and development agreements. The Court:

  • Confirmed that zoning is a core governmental function, fully subject to the doctrine’s prohibition on binding successors’ legislative discretion;
  • Clarified that municipalities possess a “right not to vote” on zoning applications and may not contract away that right for future boards;
  • Held invalid contractual provisions requiring completion of zoning or SEQRA review to a “final determination” and limiting decision-making to “empirical” or “objective” data; and
  • Emphatically rejected the notion that general contracting authority statutes or local resolutions can serve as the “specific authorization” needed to validate such agreements.

For developers, the decision underscores the inherent risk of investing in long-term projects that depend on future zoning decisions: electoral change may result in lawful termination of review, and contractual efforts to insulate projects from that risk face steep doctrinal barriers. For municipalities and their counsel, the opinion provides clear guidance on how far they may go in committing to process and cooperation without surrendering future legislative freedom.

At a broader level, the decision reinforces a core public law principle: each new set of elected officials must be free to exercise, in good faith and within legal bounds, the governmental powers entrusted to them – including the power to say no to development projects their predecessors may have tentatively supported. Contract cannot be used to sterilize the future exercise of political judgment in matters of governance.

Case Details

Year: 2025
Court: New York Court of Appeals

Judge(s)

Singas

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