By Matt Behrens, Esq.

A well-structured ground lease—i.e., a long-term, often 99-year, lease—is not just a document reflecting today’s environment. It is a roadmap and shield against tomorrow’s conflicts. Behind the sensational headlines of the United States Tennis Association suing New York City over the Queens Casino plan lies an important lesson in lease drafting:  long-term leases must anticipate future uses the parties could not have predicted.

For decades, the USTA has relied on its City lease for a suite of contractual protections extending beyond the strict geographic boundaries of its National Tennis Center campus. These protections include guaranteed parking rights, exclusive concession and hospitality zones, and a City covenant to restrict events that would materially interfere with the U.S. Open’s three-week tournament period. Most critically, the lease contains a “Superiority Clause,” requiring any future City lease or license affecting certain defined surrounding lands to be expressly “subject and subordinate” to the USTA’s rights. Drafted in 1993, that clause now sits at the center of a dispute involving an entirely new land use—a casino and entertainment complex that did not exist and could not have been predicted when the original agreement was signed.

The USTA’s legal proceeding leverages exactly what its 30-year-old ground lease was designed to do: protect its long-term operational interests against future land uses.

According to the USTA’s Complaint, the City had been negotiating its agreement with casino developer Queens Future without including the mandatory clause or enforcing other longstanding provisions, including the prohibition on competing events during the full 23-day tournament period. The complaint further alleges that the City declined to provide assurances that USTA’s priority rights would flow down into any new agreements.

From a legal perspective, the dispute is a reminder that long-term leases, especially ground leases and public-private agreements, must account for evolving surrounding environments over decades, not days. These contractual arrangements routinely run 30, 50, or even 99 years. Over the long life of a land lease, entirely new uses can emerge, political administrations may shift, nearby ownership can change hands, and the surrounding area may be transformed through additional projects. A well-drafted lease should clearly outline the landlord’s proactive enforcement obligations, establish dispute-resolution mechanics for threatened defaults, and anticipate types of conflicts that may arise long after the original negotiators have moved on.

This week, a New York Supreme Court Judge issued a temporary restraining order blocking the City from signing any casino agreement unless it honors the USTA lease. Queens Future has since stated that the Superiority Clause has been included in its pre-development agreement with the City, precisely the kind of flow-down protection the USTA’s lease required from the outset.

At Zarin & Steinmetz, our firm has deep experience drafting, negotiating, structuring, and litigating complex leases, including long-term ground leases for both public and private sector clients. This dispute shows that strong drafting is not just about the day a lease is signed—it is about protecting your interests into the future.  As communities evolve and new uses emerge, the agreements drafted today will shape conflicts, or prevent them, for decades to come.