webb and knapp
webb & knapp (canada) limited et al. v. city of edmonton
webb & knapp (b. c .) ltd. - city of vancouver archives
philadelphia and new york newspapers. appeals were entered by webb & knapp, inc. , and by adolf. adolf claims to be also an appellee as against webb & knapp, inc. (referred to below as
webb & knapp
). the other appellees are the guardian
webb & knapp v. hanover bank, 133 a. 2d 450, 214 md. 230 – urltoken
webb & knapp (canada) limited et al. v. city of edmonton - scc cases (lexum )
the bonds were issued in 1954 in exchange for shares in the equitable life building at 120 broadway, which was acquired by webb & knapp. five per cent of the bonds are bought back by webb & knapp each year under terms of the original offer .
webb & knapp, inc. et al. v. the hanover bank et al. (two appeals in one record. )
but webb & knapp was highly leveraged with unsupportable debt. and marine midland trust, one of the company’s creditors, filed in federal court to force webb & knapp into bankruptcy, seeking to protect its $ 4. 3 million in unsecured debt that it feared it would lose if other lenders filed first .
m. william adelson, with whom were arthur c. keefer, john g. arthur, jr. , herbert myerberg and eugene p. smith on the brief, for webb & knapp, inc. , appellant .
webb. & knapp' s preferred stock continued to decline in price yesterday, losing $ 1 and closing at $ 26. 75. the common stock was down 6¼ cents to close at 37½ cents a share, a historic low .
in 1968, zeckendorf filed for personal bankruptcy, showing assets of $ 1. 9 million and debts of $ 79 million, nearly all derived from his ownership of webb & knapp. he died in september 1976 at the age of 71 .
what might have been - jennifer knapp feat. robby hecht (live with full band at 3rd & lindsley )
the present suit was instituted by the trustees on january 3, 1957. webb & knapp had notified the trustees on december 3rd that they had no objections to the title to belair farm, other than the lack of ratification of the sale and the liens of federal and state taxes which had not been paid .
in his 123‐page report to the court, mr. caplin said he was preparing to propose that the court find webb & knapp “in solvent” and that the stock holders not vote on a reorgani zation plan for the company or participate in any disruption of the company' s limited assets .
the real estate concern' s shares, suspended briefly from trading on wednesday, were hit by disclosure by william zeckendorf, webb &. knapp' s chairman, that $ 431, 000 due for pay‐ment into the sinking fund could not be made .
the above lengthy recital of facts seems necessary to the consideration of the principal issue in this case. that issue is whether or not there was a lack of care, prudence and reasonable diligence on the part of the trustees in selling belair farm, which resulted in their obtaining an inadequate price for the property. it seems necessary to consider several matters in seeking to resolve that issue: first, the adequacy of the trustees' efforts to determine the value of what they had to sell; second, their method of offering the property; third, their closing with webb & knapp, without endeavoring to obtain better bids, despite the known interest of at least one party whose ability to make and perform an adequate bid for this property could hardly have been in doubt. whether the trustees were justified in rejecting a higher bid than webb & knapp' s before actually executing the webb & knapp contract and in rejecting a somewhat higher bid later present somewhat different questions .
webb & knapp — which zeckendorf controlled as president, chairman of the board and majority stockholder — had been losing day - to - day control of properties for months and had been paying creditors late. the flamboyant dealmaker who backed dozens of broadway plays and frequented nightclubs formally lost control of the company on may 18, 1965, when a federal bankruptcy court named a trustee to take over operations .
after a hearing on april 11th and 12th, 1957, and the taking of considerable testimony, the circuit court entered an order on april 29th, 1957, refusing to ratify the proposed sale to webb & knapp, inc. , and ordering a resale after notice to all persons known to be interested in the purchase of belair and after public advertisements of sale to be published in prince george' s county, washington, baltimore ,
during a building spree that began in the 1950s, webb and knapp built the nation' s largest shopping mall at roosevelt field. dazzling apartment towers, shopping centers and office complexes sprung up across the u. s. and canada, as the company took advantage of federal subsidies for urban renewal projects. under zeckendorf' s direction, the company drilled for oil off the coast of surinam and bought tv studios, warehouses and, at one point, the chrysler building .
in 1938, zeckendorf was offered partnership at webb and knapp, and launched a series of ambitious projects. in the 1940s, he assembled a 17 - acre parcel of land that held slaughterhouses and tenements, thinking he would build a sprawling shopping complex. instead, he brokered a deal to sell the land to john d. rockefeller, jr. , who in turn agreed to hand it over to the united nations .
mortimer m. caplin, the bankruptcy trustee for webb & knapp. inc. , in a report filed with the federal district court here, said he had found that after nearly five years of trus teeship “there still remains a severe deficiency in stockhold ers' equity” of that once far flung realty empire headed by william zeckendorf sr .
sinking‐fund debentures of webb & knapp, inc. , which fell $ 65 for each $ 1, 000 of face value in trading on the american stock exchange on wednesday, firmed slightly yesterday, gaining $ 5 to close at $ 400 a $ 1, 000. the bonds had sold as high as $ 670 earlier in the year .
they are the latest in a line of builders that stretches back into the era their grandfather called
the good bad old west .
william zeckendorf, sr. - the driving force behind webb and knapp, the developer whose monumental projects transformed urban america in the 1950s and 1960s - is often seen as the family patriarch. he grew up playing cowboys and indians on a suburban lawn on long island and later made his home on the upper west side. but he knew his roots. the zeckendorfs, he later wrote, were really
misplaced westerners .
and for such prices, upon such terms and in such manner as they may deem advisable .
the situation changed materially when mr. william zeckendorf, president of webb & knapp, inc. , a large real estate developer, telephoned officials of the bank on thursday, september 20th, and offered $ 750, 000 for the property. in the course of a single telephone conversation with mr. blake, mr. zeckendorf raised his offer to $ 1, 100, 000. he confirmed this by a letter dated september 20th, 1956, which stated :
the hanover bank, of new york city, and john w. ludewig, as executors and trustees of the estate of the late william woodward, jr. (sometimes collectively referred to below as the
trustees
) filed a bill in equity in the circuit court for prince george' s county in which they reported a contract for the sale of a tract of approximately 2227 acres of land in that county, and the improvements thereon, known as
belair farm
, to webb & knapp, inc. , at a price of $ 1, 187, 500, and asked the court to ratify the contract and to appoint a trustee to convey all right, title and interest of the parties to the cause to the purchaser under the contract .
between september 25th and october 9th, counsel for the trustees and counsel for webb & knapp had been engaged in drawing the contract of sale. it is a somewhat lengthy and carefully drafted document which spelled out the terms of the agreement fully. it covers in detail a number of matters which were appropriate for inclusion in such an agreement but which were not referred to in the brief written offer of september 20th. some of these matters were a good deal more than mere matters of form and required consultation with the trustees. all of the business terms appear to have been agreed to verbally by october 5th. the contract of sale was redrafted, was submitted to maryland counsel for approval and was executed on october 10th .
turning now to mr. adolf' s contention that the property should be awarded to him for $ 1, 400, 000, we find no merit in it. his bid was not made until after he knew that the trustees had already gotten their price. we think that in all business essentials there had been a meeting of the minds between the trustees and webb & knapp by october 5th, which was several days before mr. adolf appeared upon the scene. though the evidence is not as clear as it might be, we think that webb & knapp was bound either as principal or as agent for a partly disclosed principal. a chancery sale is held not to be within the statute of frauds, and the same rule has been held applicable to a sale by executors pursuant to a power, where the sale must be reported to an orphans' court for ratification under code (1951), article 93, section 312 (unless an equity court assumes jurisdiction over the sale) .
the cause was argued before brune, c. j. , and collins, henderson, hammond and prescott, jj .
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ralph w. powers, with whom were m. hampton magruder and frank m. foley on the brief, for the hanover bank and john w. ludewig as executors and trustees under the last will and testament of william woodward, jr. , deceased, appellees .
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the actual evidence as to the value of belair farm leaves a good deal to be desired. the testimony of a local, experienced real estate appraiser employed by mr. levitt is that the value is almost precisely the amount of mr. levitt' s latest bid. though this valuation may have more than a tinge of hindsight, it is not squarely contradicted. the trustees produced the cruikshank company appraisal, but not the appraiser. the appellant, webb & knapp, seeks to get the benefit of that appraisal as an indication of value by proclaiming the competence and experience of the cruikshank company. that might be very persuasive on an issue of good faith on the part of the trustees, but their good faith is not attacked .
zeckendorf, who was 59 at the time, had built the midtown - based firm into a national powerhouse, at times owning the chrysler and graybar buildings and developing l’enfant plaza in washington, d. c. , and century city in los angeles .
the hotels on madison avenue from this period included the former biltmore, ritz carlton and roosevelt, but only the latter remains. the stores included brooks brothers, shown at the left, abercrombie & fitch, in their own buildings, and paul stuart and tripler' s nearby. the biltmore and abercrombie & fitch buildings, unfortunately, were gutted and rebuilt, badly interrupted the consistent design of the avenue in the 40' s .
with a view to obtain as large a price as might, with due diligence and attention, be fairly and reasonably obtainable under the circumstances. in other words, to exercise that diligence and caution which a careful and prudent owner would observe in the sale of his own property. if the sale be made under circumstances of haste and imprudence, or if the trustees fail in reasonable diligence in inviting competition, or adopt an injudicious and disadvantageous mode of selling the property, a court of equity ought not ratify the sale .
see also ,
for them and, as such, he filed an answer to the bill and exceptions to the ratification of the contract of sale. exceptions to the sale were also filed by william j. levitt and norman adolf, each of whom was a would - be purchaser of belair farm .
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the brothers raised eyebrows when they chose expensive indiana limestone as a building material for 15 central park west, between west 61st and 62nd streets, and added amenities such as a 14, 000 - square - foot fitness center, a soaring lobby with custom oak paneling, individual wine cellars and an in - house chef. their motive, said arthur zeckendorf, was to create a building that reflected the transition between midtown' s glass façades and the masonry and stone buildings of central park west .
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the morgan library, of course, is a bit more impressive than the villard houses and its belated expansion into the rather somber former headquarters of the lutheran church in the united states was handled very well by voorsanger & wells. the morgan runs interesting and esoteric exhibitions that delight connoisseurs of drawings and bibliophiles, but its glory is the original library and office of j. p. morgan, who was his age' s greatest art collector whose collection sadly has been widely scattered but what remains is staggeringly sumptuous and memorable .
the realty empire had been unraveling for more than a year. owners of the commodore and astor hotels in manhattan evicted zeckendorf affiliates as operators within the previous 12 months and were seeking millions of dollars in judgments .
the new and very attractive barney' s store at 61st street and leonard stern' s handsome office building at 667 madison avenue help anchor the north end of the avenue in midtown with quality buildings of considerable elegance .
for decades, madison avenue, of course, symbolized the advertising industry and young & rubicam was the major tenant at 285 madison avenue on the northeast corner of 40th street, an impressively stout though uninteresting 25 - story masonry office building erected in 1926 for isaac harby and designed by william l. rouse and lafayette a. goldstone .
mr. ludewig was informed on the 24th of mr. levitt' s request for an appointment, and several of the officials of the hanover bank who were in direct charge of the sale of belair knew of it. (the president was not then informed of it .) these officials went right ahead with their plan to ask the trust investment committee at its meeting on the 25th to approve the sale of belair farm for $ 1, 100, 000, net; and the trustees made no effort to obtain a bid from mr. levitt. it is unnecessary to review the effort of one of the bank officers, which we find unconvincing, to justify this course of action. making an appointment with mr. levitt for the day after their recommendation for the sale to webb & knapp was to be acted upon was at best a solemn farce, and under the circumstances then existing would seem almost certain to choke off the possibility of a higher bid from mr. levitt. whether or not the handling of this particular matter actually resulted in a loss to the estate is difficult to say, because mr. levitt' s testimony indicates that at that time he was not contemplating a bid of more than $ 1, 250, 000, gross, and that his first figure would have been lower. his bid of a higher amount was not made until more than two months later. what would have happened and what course the
in the telephone conversation mr. blake had told mr. zeckendorf that the offer would have to be acted upon by the trust investment committee (the
committee
), which was to meet on tuesday, september 25th. mr. zeckendorf agreed. the officials of the bank having the sale of belair in charge prepared a memorandum for the committee which recommended acceptance of the $ 1, 100, 000 offer. mr. ludewig approved. on the morning of the 25th, mr. mcneil, president of the hanover bank, telephoned mr. zeckendorf and induced him to raise the offer to $ 1, 187, 500. this brought the offer up to the bank' s net asking price after deducting commissions (for which webb & knapp were to assume liability) computed at 5% on $ 1, 250, 000, or $ 62, 500. the memorandum to the committee was revised in ink to reflect the verbally increased offer. mr. ludewig was not then consulted; his approval was assumed .
the late william woodward, jr. , owned belair farm, which had been in his family for two or three generations. he operated it as a farm and used it in connection with his racing stable. the main house is some two hundred years old, and was originally built for governor ogle. it has been considerably modernized as a dwelling. belair is located some 15 or 18 miles from washington, about the same distance from annapolis and roughly 25 miles from baltimore. (the distances from washington and annapolis are stated differently in the bank' s brochure and in the appraisal by cruikshank company, both referred to below .) it is traversed by u. s. route 50 and by the new washington - annapolis expressway, and a branch freight line of the pennsylvania railroad runs along part of the western boundary. the tract is also near u. s. route 301 and the baltimore - washington expressway .
real estate mogul william zeckendorf, sr. , knew why he moved from buying and selling real estate into construction .
there had been close relations for many years between the hanover bank and the woodward family  one or more of the decedent' s relatives having held high office in the institution and the trust department having been active in the affairs of the family. mr. ludewig had been secretary to the decedent' s father and had been intimately associated with woodward family financial matters for years. the will of william woodward, jr. , conferred extensive powers upon his executors and trustees, among them the power
to purchase, acquire, hold, manage, partition and to sell, exchange, convey, mortgage and grant options for the sale or exchange of real estate, or any interest in real estate, at such times
like park avenue' s development prior to world war ii, it maintained a fairly consistent roofline of about 15 stories and many of its buildings followed neo - classical form of limestone bases, dark brick masonry shafts and pronounced cornices, an immensely attractive urban formula. virtually all buildings of this building held fast to their building lines and rather than full setbacks had indented lightwells that add a rhythmic texture and complexity to the avenue. madison and lexington avenues are considerably narrower than fifth and park avenues and therefore the closer proximity of buildings made the
light and air
zoning issue more important, until the city bent over backwards to accommodate a. t. & t. for its new
headquarters
building, which was doubly farcical because not only did the company renege on its promise to stay in the building, it had already relocated the bulk of its headquarters operations to one of the world' s most lavish corporate campuses in basking ridge, n. j .
what the utilities are, and various questions which prospective purchasers really want, but i didn' t have that .
the renaissance of the flatiron district, beginning in the 1980' s, fortunately, has revitalized the area south of 42nd street dramatically and now is one of the city' s most vibrant districts and full of very trendy restaurants. madison square park is surrounded by many of the city' s finest skyscrapers including the metropolitan life insurance company tower, shown at the right in the picture above and below, and the new york life insurance company building, shown at the left in the same photograph. the scalloped building just to the left of the metropolitan life building was originally planned to be about 100 stories tall and may still be someday as it was built to support such a structure and its construction was curtailed by the depression .
the only other very major skyscraper on the avenue in midtown is 520 madison avenue between 53rd and 54th streets that received more attention for building around a holdout, reidy' s restaurant, than for its polished red granite facade, slanted base, sidewalk clock (that is visible in the first photograph in this section), stepped roofline and handsome midblock plaza. the building' s street environment is actually very attractive, and the slanted setback and reflectiveness of the tower have mitigated the impact of its large bulk on the avenue. the holdout, reidy' s, eventually closed and was replaced by a brewery pub .
but it is not as good as 275 and 295 madison avenue, two of the city' s better art deco towers .
another, more modest office tower is catty corner at 54th street, 535 madison avenue. while this building also has a very attractive midblock plaza with waterfall and trees, it is most distinguished for having its entrance under a sliced - off corner of the building like the ibm building and a sliced - top like 599 lexington avenue, which is not surprising since all three buildings were designed by edward larrabee barnes, and a silver gray metallic facade and a stilt like citicorp center two blocks to the east .
the trustees' whole handling of the sale was based upon the soundness of their valuation. their dealings with webb & knapp and their putting off of mr. levitt were based upon the proposition that when they got the price which they had determined upon, their job was done. as we have said, we find no fault with their putting the property on the market through the distribution of brochures, with the adequacy of the publicity of the offering, or with their stating a price for the property. the crux of the matter in this method of sale is the sufficiency of their efforts to arrive at a sound valuation. the appellant earnestly stresses the matching of wits on the matter of price as between itself and the trustees, which resulted in the trustees' getting their full asking price; but that is of little significance unless the asking price was based upon adequate data. (parenthetically, we note that the appellant appears very well satisfied with the result of the matching of wits .) every one of the considerations just mentioned emphasizes the vital importance of the adequacy of the steps taken by the trustees to arrive at the price at which they would sell the property. the lack of thorough investigation of local conditions, to which the record before
the second major renaissance was the erection of the former a. t. & t. (now sony) and ibm buildings across 56th street from each other. these huge corporate showcases marked a major shift away from other high - end commercial precincts such as park avenue and the avenue of the americas and denoted a power shift in midtown from the grand central terminal district to the plaza district, a reflection that the suburbs had taken so many businesses from the city that closeness to the terminal was no longer as attractive to many corporate managers and workers as the more elegant environment of luxury stores and closeness to the expensive expanse of the upper east side .
the 43 - story 275 madison avenue on the southeast corner at 40th street, shown at the right, was developed by alfred b. jones in 1931 and is notable for the incised black marble base that is very stylized and refined. the architect was kenneth franzheim .
mr. ludewig appears to have followed every move and recommendation of the hanover bank in this matter and to have left the initiative entirely in the hands of the bank. he had a personal familiarity with belair farm which very likely exceeded that of any of the bank officials, but the negotiations to which we now turn were carried on by the hanover bank. mr. ludewig was consulted or informed from time to time of developments and his consent or approval was asked and given whenever necessary. that was apparently about the extent of his participation .
the sony and the former ibm buildings are really too big in bulk for madison avenue, especially the former, which received a significant zoning bonus for its galleries and arcades that were subsequently filled in for retail uses in one of the city' s most blatant abuses of zoning integrity in the city' s history. the ibm building, on the other hand, at least made superb, interesting and original additions to the streetscape with its fabulous seating fountain by michael hezier, its wonderful bamboo forest skylit atrium and its spectacular, though slightly ominous cantilevered setback corner entrance at 57th street. actually the worst offender is the general motors building whose enormous bulk blocks most vistas up and down the avenue .
named after madison square from whose east side it starts at 23rd street, madison avenue has always had a lot of cachet but has remained rather a backwater for most of its history overshadowed by the more glamorous, broader and more stately fifth avenue and then park avenue. the back entrance of the general motors building, which dominates the madison avenue vista when seen from the north as in the photograph at the left, faces madison avenue between 58th and 59th street, for example, as does the low - rise back of the former union carbide building at 270 park avenue and the back of st. patrick' s cathedral, although the latter has the archbishop' s residence and parish house on the avenue .
on may 19, architects for rockefeller center filed plans for a $ 3. 5 million, 32 - story tower stretching between 48th and 49th streets mid - block between fifth and sixth avenues. it would be erected on the site of cromwell’s townhouses, a report of the plans said .
the gamble paid off. sales at 15 central park west were robust and a duplex penthouse apartment sold for a record $ 45 million in 2008 .
he was one of the staunch supporters of urban america, and he put his money where his mouth was ,
said his grandson william .
the 41 - story tower at 330 madison avenue at 42nd street that was designed by kahn & jacobs and built in 1964 by john j. reynolds, a real estate broker who handled much of the real estate interests of the roman catholic archdiocese, was the worst thing that happened to the avenue in decades as its banal
modernistic
design was like throwing a plastic sheet over fine furniture. it insulted and besmirched the fine masonry quality of the avenue in midtown. (in the 1970' s, at the time that donald trump and hyatt hotels were planning to rebuild and reclad the former commodore hotel on 42nd street and lexington avenue, i submitted a long list of noteworthy masonry buildings in the grand central terminal area that should be included in a historic preservation district to the chairman of the landmarks preservation commission, but no action was taken and the commodore and several other buildings followed the lead of 330 madison avenue, whose lead tenant for many years was the sperry & hutchinson company, in ruining the area' s detailed masonry ambiance .
levitt and the trustees. the trustees state in their brief that they have presented to the trial court, and that there is in the record, all pertinent information concerning the decision to sell the real estate in question, the negotiations leading up to the contract of sale and the facts touching upon the sale which developed subsequently. they further state that all interested persons have been made parties, that adverse interests are represented by independent counsel or by the guardian
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clinton & russell' s bright and colorful design for the 17 - story office tower at 185 madison avenue on the northeast corner at 34th street, shown at the left, has very fine proportions and is an excellent reminder that the city beautiful movement was very still very much alive when it was built in 1911 .
three officials of the bank testified  mr. mapes, a vice president, who was in direct charge of administering the woodward estate, mr. spier, an assistant vice president in the real estate division (a part of the personal trust department), and mr. blake, a vice president in charge of the real estate and mortgage department. they testified that this property was handled in accordance with the bank' s usual policy which had been developed over many years. they asserted that the best results were obtained by stating an asking price, which was likely to be somewhat above what they would be willing to accept. in this instance they and mr. ludewig had added a little more than 25% to the amount of the cruikshank appraisal, and with the approval of the hanover bank' s trust investment committee, given in june, and of their co - executor and co - trustee, mr. ludewig, used this figure in the brochure .
the weakened real estate empire of one of manhattan’s leading property owners and developers, william zeckendorf sr. , was forced into involuntary bankruptcy 45 years ago this month .
. there is no dispute in this case that the court is to exercise its own judgment and is not to act as a mere rubber stamp for the trustee .
no objection (other than that of mr. adolf, which we have already considered and rejected) is made to the terms of the decree with regard to reoffering the property and we are therefore not called upon to review those terms, which are obviously designed to hold the benefit of the highest bid which has been submitted .
the first major renaissance was the
terminal city
complex begun by the new york central rail road around its new grand central terminal before the start of world war ii. this homogeneous enclave consisted of several major hotels designed mostly by the terminal' s architects, whitney & warren and reed & stem, and some major retail stores and office buildings that stayed closely to their design vocabulary as evidenced by the photograph at the right that shows the east side of the avenue between 41st and 42nd streets with the majestic lincoln building at 60 east 42nd street, which also has an entrance on the avenue, looming above the mid - rise frontage on the avenue .
the largest trade - show building in new york city, grand central palace, opened its doors in midtown 99 years ago this month, with a show on architecture and engineering. the inaugural show’s exhibits included one for home and apartment fixtures that displayed examples of installations at john d. rockefeller’s estate in pocantico hills in westchester county .
the son of william zeckendorf, sr. , william jr. , continued his father' s work on a slightly more modest scale. he built the zeckendorf towers at 1 irving place in the 1980s, when union square park was crime - ridden and drug - infested. he developed park west towers, lincoln towers and the columbia at west 96th street. arthur zeckendorf says that the community welcomed his father' s projects, but that in media and financial circles, not everyone shared his confidence .
far more stately was warren & wetmore' s robust and palatial design for arthur b. jones' s 200 madison avenue that was built the same year as 285. this boxy red - brick edifice seems like some exploded english country house with its balustrades, escutcheons and ram' s heads, shown below, along with its ornate rooftop .
there was testimony by a washington lawyer that he, too, sought an appointment with the hanover bank for the purpose of making an offer for belair on behalf of himself and some clients. he was given such an appointment. there is, however, considerable confusion as to the date when he telephoned for the appointment and the date for which it was fixed. at all events, when he arrived, which may have been on the morning of the 26th, and not the 25th, as he thought, he was told that the bank could not discuss the matter with him and one of his clients who accompanied him, because the trustees had already made a commitment, or the property had been sold .
cromwell lived at 12 and 14 west 49th street, two four - story townhouses in a row of buildings across from the newly constructed rockefeller center. he was a prominent attorney and friend of nicholas butler, president of columbia university. the university owned the land under his property, which was part of the larger development parcel that was leased by columbia for rockefeller center .
the decision to name a price carried with it the need to exercise prudence, care and diligence in fixing the price. that was the key to everything that was to follow. obviously ,
the circulars or brochures were sent out about september 8th or 9th, 1956, and were in the hands of the recipients on or about the 10th. somewhat more than 1400 copies were sent out to real estate brokers and operators: 59 to new york, 52 to prince george' s county, 451 to baltimore, 568 to philadelphia, 259 to washington, and 20 to persons who had previously made inquiries. there was no newspaper advertising, but press releases were issued, which, because of the woodward fame in racing, received widespread publicity along the eastern seaboard .
property as consisting of
approximately 2, 280 acres of gently rolling countryside which is readily adaptable for development purposes
, stated that the property had good asphalt or gravel roads
connecting the several centers of activity
, spoke of the main house built in 1746 for governor ogle and its surroundings, gave the general location of the property and stated
price $ 1, 250, 000 .
it also stated that further particulars could be obtained from the hanover bank, and gave the name of mr. b. spier as the person to whom inquiries should be addressed .
in 1949, architects for massachusetts mutual life insurance, which controlled a larger parcel including the corner of 48th street and fifth avenue, filed plans for a tower occupying an l - shaped site including the former cromwell homes. the 28 - story building with an address of 600 fifth avenue was completed in 1950, and includes seven - story frontage on 49th street at the former cromwell site .
for the infants, and that the trustees take no position on this appeal. none of the adult individual beneficiaries under the decedent' s will have taken any part in the proceedings in this case .
the current heirs to the zeckendorf legacy were reluctant to divulge information about their personal lives. they spoke calmly and exuded confidence. of the brothers' relationship, william would only say ,
it works .
their investments are carefully targeted. even arthur' s current reading list, which includes a billion dollar mistake and the fall of bear stearns, suggests a man who is careful to avoid mistakes of the past .
no member of the family of the decedent wishes to occupy the property. the woodward estate is said to amount to approximately $ 12, 000, 000. estate and inheritance taxes and other expenses are estimated at approximately $ 7, 000, 000. cash is needed to pay the taxes. for these reasons the trustees have concluded that belair farm should be sold. their judgment in reaching this decision is not challenged .
the residential market in manhattan and the upper west has strongly recovered from the financial crisis of the past ,
he said .
given the right location, the market would absorb other super luxury projects .
however, he emphasized that, if the government were able to sustain an asserted pre ferential claim of the internal revenue service for $ 36‐million in unpaid taxes and interest, nothing would be available fox distribution to general creditors .
we find nothing in the method of giving notice of the sale adopted by the trustees which indicates lack of care, diligence or prudence on their part. they prepared and gave rather wide circulation to the brochure which they sent out and they took advantage of the fame of the woodward racing stable to get a great deal of free newspaper publicity. they did not overlook the problem involved in selling so large a tract of land suited primarily for residential development or finding a purchaser able to pay a substantial price and able to finance the development of the property. (see kramme v. mewshaw, supra, where a like problem existed on a much smaller scale. )
the assets still remaining in clude (besides the cash) 814, 033 shares of gulf states land and industries, of which only 60, 600 shares are owned free and clear; the terminal warehouse company of philadelphia, which has a stockholders' equi ty of $ 702, 000 but which op erated in 1968 at a loss of $ 66, 000; the hoboken shore railroad, valued at $ 325, 000, which was sold last month sub ject to several liens, and vari ous realty parcels, including 10 acres in the baychester section of the bronx, all of which will be sold but the proceeds of which will be totally consumed in paying off liens .
i always wanted to play with construction toys and suddenly i could be involved with construction ,
arthur zeckendorf said, remembering his early years working as a project manager for his father .
i always loved buildings .
eventually, the company overextended itself and went bankrupt in 1965 .
really, he was more of a visionary than a financier ,
said william, who grew up going on regular fishing trips with his grandfather in montauk .
and a large real estate developer on long island, visited the hanover bank and made an oral offer of $ 1, 400, 000 gross, for belair farm, which he confirmed by letter the next day. he, too, was informed that the trustees had a commitment for the sale of the property. mr. adolf had gotten wind of the trustees' having received an offer of $ 1, 250, 000 before he visited the bank .
the decedent' s will was probated in new york, his domicil; and ancillary letters testamentary were issued to the executors in maryland after an authenticated copy of the will had been duly recorded in prince george' s county. the purchaser and all persons known to have an interest in the property under the will of the decedent were duly joined as parties defendant. some of the individual defendants were infants. wilmer d. pyles, esq. , was appointed guardian
we wanted to pick a surface that would respect the history of central park ,
he said .
that was part of growing up in new york. it really was to respect the beauty of central park and of new york city .
all parties agree that the most profitable use for the tract is for residential purposes. the buildings other than the colonial ogle mansion would be scrapped, and much of the wooded area, which is considerable, would doubtless be cut over for development purposes .
although the avenue' s towers are quite eclectic, not all were inspired. the attempt by jack weiler and the william kaufman organization to blend a venetian arch motif to a conventional tower designed by emery roth & sons at the 40 - story office tower built in 1967 at 437 madison avenue on the southeast corner at 49th street is neither dainty or graceful, although its plaza area and street lamps were good efforts to enliven the streetscape, a trademark of the kaufman organization, the city' s most innovative developers in the post - war period .
but it has never lacked personality, as many of manhattan' s large boulevards have, and has undergone two major renaissances that greatly enhanced its celebrity, most of which still comes not from the midtown district but from the chic boutiques that line the avenue on the upper east side .
number of questions, but that he was prepared first to offer $ 1, 150, 000 and, if that was not accepted, to offer the full asking price of $ 1, 250, 000. he stated an unwillingness to make offers by telephone and doubtless would have tried (as mr. zeckendorf did) to buy the property for less than the asking price. during the short time that the property had been on the market after issuance of the brochure mr. levitt and his representatives had inspected belair on both weekends. we see no reason to question his testimony as to his intention or his ability to make good on an offer of $ 1, 250, 000 gross (without deduction for commissions). we think that he was sufficiently well known to the bank as to lead it to believe that he was a responsible bidder .
it is mr. caplin' s objective to dispose of several realty par cels, on which there are many prior liens in most cases, and ultimately to distribute the pro ceeds from the sales, along with $ 3, 190, 000 of cash now on hand, to creditors .
my father did many projects, but because of the time in history - new york city was going bankrupt, businesses were closing and people were fleeing the suburbs - people second - guessed him ,
he said .
in this business, you are always second - guessed .
trustees should have pursued if both mr. zeckendorf and mr. levitt had submitted bids meeting the trustees' asking price might furnish bases for interesting discussions, but on the facts before us no question is presented as to what would have been the duty of the trustees in such a situation .
later in the same case the court said (147 md. at 550 - 551) :
while a private sale, without public advertisement, does not require the same degree of inadequacy of price and of a reasonable expectation that a re - sale will produce a better result as are necessary to defeat a sale by public auction, yet both an inadequacy of price and a justifiable expectation of securing a higher price must co - exist before a court will set aside a contract of private sale made in good faith by a conventional trustee in the exercise of a discretion which was incident
in midtown, the very slender slab tower of the former newsweek building, set parallel to the avenue at no. 444 between 49th and 50th streets was one of the most prominent skyscrapers for decades, especially after it added an brightly illuminated digital clock at its top that now promotes new york magazine .
it pales, course, in comparison with its neighbor one block to the north, the far more flamboyant, 47 - story 295 madison avenue that was designed by charles f. moyer and built in 1929 for abraham e. lefcourt, one of the city' s most prolific developer of art deco skyscrapers .
one of the avenue' s most notorious buildings is the sliver apartment tower shown at the right that is known as morgan' s court, because it is half a block south of the morgan library on the avenue. the tower, which has a rounded corner facing southwest and a very boldly sculpted base and unusual gatehouse entrance on the avenue, was prominently featured in the movie ,
sliver ,
that featured sharon stone in a sleazy, but quite disturbing mystery thriller. the building, erected by the perlbinders, was slow to sell its units and its very narrow form was one of several sliver buildings that aroused considerable public ire in the 1980' s that resulted in the city rezoning several areas to prevent more such ungainly, awkward projects. the base here is so visually interesting, however, that the weird juxtaposition of styles is as good new york street theater as you can get even if the tower is a bad letdown .
the problem of how best to go about selling it faced the trustees. they had a 1953 appraisal of the farm made in connection with the estate of william woodward, sr. , of $ 300, 000. following the death of william woodward, jr. , the hanover bank asked one of its baltimore correspondents to recommend two experienced real estate dealers to make a new appraisal. two well known baltimore real estate men were so recommended and were employed. in march, 1956, they submitted an appraisal of the property as a farm as of the date of the decedent' s death, october 30, 1955, of $ 435, 000. in may, 1956, the trustees received an indication that the property could be sold for $ 720, 000. they then decided to employ cruikshank company, of new york, to appraise the property. the cruikshank appraisal was made by or under the direction of that company' s executive vice - president, mr. gordon kyle. that company and mr. kyle have made many appraisals both in and around new york city and in a number of different localities elsewhere in the united states. most of their work, according to the lengthy list of appraisals and the list of impressive clients submitted by mr. kyle, would appear to have been in the new york metropolitan area. their out of town work appears to have been mostly in urban or industrial appraisals. mr. kyle made an appraisal of patuxent park, maryland, which is said to be about 100 miles from belair, but is not otherwise clearly described. the cruikshank appraisal was submitted to the hanover bank under date of june 11, 1956. the sum of their appraisals of four tracts comprised in belair, plus $ 100, 000 for buildings, was $ 977, 550, which they rounded off at $ 975, 000.
webb and knapp was a real estate development firm , founded in 1922 by robert c. knapp and w. seward webb , along with eliot cross , a noted architect , who along with his brother john walter cross , formed the architectural partnership of cross & cross . william zeckendorf joined the firm in 1938 and acquired it in 1949 . under his control the firm developed , amongst other projects , roosevelt airfield , which was the site of the start of the transatlantic flights of charles lindbergh 's and amelia earhart . 
webb and knapp was a real estate development firm, founded in 1922 by robert c. knapp and w. seward webb, along with eliot cross, a noted architect, who along with his brother john walter cross, formed the architectural partnership of cross & cross. william zeckendorf joined the firm in 1938 and acquired it in 1949. under his control the firm developed, amongst other projects, roosevelt airfield, which was the site of the start of the transatlantic flights of charles lindbergh's and amelia earhart.
webb and knapp was a real estate development firm, founded in 1922 by robert c. knapp and w. seward webb, along with eliot cross, a noted architect, who along with his brother john walter cross, formed the architectural partnership of cross & cross. william zeckendorf joined the firm in 1938 and acquired it in 1949. under his control the firm developed, amongst other projects, roosevelt airfield, which was the site of the start of the transatlantic flights of charles lindbergh's and amelia earhart.