33
defenses, and the parties have not engaged in any discovery. Further parsing of the
operative clauses and agreements, and the full context of the parties' dealings with one
another, should await a properly and fully developed record. The motion of Citigroup is
denied also for this set of reasons.
3. The Exclusive Authority of the Port Authority as to the Design and Construction of
the Citigroup Premises
Pursuant to the Three Party Agreement, the Port Authority approved all
aspects of the design and construction of Citigroup's premises in 7WTC. (See Three
Party Agreement, §§ 5.1(a)-(b), 5.3.) Thus, Citigroup argues, again without having set
out proper allegations or defenses in a responsive pleading, plaintiffs are barred from
claiming that the design of its premises or of its emergency generator system could serve
as the basis of a damage suit by Con Ed, or any other tenant in the building.
The Port Authority was created by interstate compact between the States
of New York and New Jersey and with the consent of Congress, and therefore is a
creature of, and is governed by, federal law. N.Y. Unconsol. Law § 6601 (McKinney
2004), N.J. Stat. Ann. § 32:1 35.50 (West 2004); see Cuyler v. Adams, 449 U.S. 433,
438, 440 (1981). Under the terms of the interstate compact, the Port Authority as an
entity, rather than either State, possesses the exclusive authority to set and enforce
appropriate standards. N.Y. Unconsol. Law § 6601, N.J. Stat. Ann. § 32:1 35.61.
Indeed, so long as the facility is "owned, controlled or operated by the port authority ...
no agency, commission or municipality of either or both of the two states shall have
jurisdiction over such facility." N.Y. Unconsol. Law § 6612. As such, all buildings at
the World Trade Center site owned and operated by the Port Authority, including 7WTC,
