SASSON v. BRIDGER CONSULTING GROUP INC (2026)

Order, Supreme Court, New York County (Melissa A. Crane, J.), entered on or about March 11, 2025, which denied plaintiff's motion for summary judgment in lieu of complaint, unanimously reversed, on the law, without costs, and the motion granted.

The motion court should have granted plaintiff's motion for summary judgment in lieu of complaint.  The subordination clause in the convertible promissory note at issue did not restrict plaintiff's right to commence a proceeding against defendant upon its default under the note in order to reduce plaintiff's claim to a judgment (see Standard Brands v. Straile, 23 A.D.2d 363, 366 [1st Dept 1965];  Kornfeld v. NRX Tech., 93 A.D.2d 772, 772–773 [1st Dept 1983], affd 62 N.Y.2d 686 [1984] ).  To the extent that the note purported to completely “forbid[ ] or limit[ ] payments by [defendant] on the subordinated debt as long as [any] senior debt remain[ed] unpaid” (Standard Brands, 23 A.D.2d at 366), that language served only to structure the priority as to the rights of plaintiff as against other creditors, which has no bearing upon plaintiff's right to a judgment against defendant as debtor (see Kornfeld, 93 A.D.2d at 773;  cf.  J–Bar Reinforcement, Inc. v Crest Hill Capital LLC, 169 AD3d 499, 499–500 [1st Dept 2019] [“the plain, unambiguous language of the subject Subordination Agreement limited plaintiff's right to demand or sue for payment, or declare a default prior to satisfaction of the senior debt”] ).