CURA FOUNDATION v. SHAYA (2026)

Order, Supreme Court, New York County (Melissa A. Crane, J.), entered on or about December 5, 2025, which denied plaintiff's motion for summary judgment, unanimously reversed, on the law, with costs, the motion granted, and the matter remanded for further proceedings, including a hearing on the issue of attorneys' fees and costs.

The promissory note on which plaintiff sues is “an instrument for the payment of money only” (CPLR 3213).  The note, which is signed by defendant, contains an unconditional promise to pay a sum certain, and specifies definite times when amounts are due (see Weissman v. Sinorm Deli, 88 N.Y.2d 437, 444, 646 N.Y.S.2d 308, 669 N.E.2d 242 [1996];  DDS Partners v. Celenza, 6 A.D.3d 347, 348, 775 N.Y.S.2d 319 [1st Dept. 2004] ).  The provision which recites that defendant “is providing this ․ Promissory Note to pay the balance due of the Irrevocable Pledge Commitment made between the [parties]” does not remove it from the ambit of CPLR 3213 (see e.g. Seaman–Andwall Corp. v. Wright Mach. Corp., 31 A.D.2d 136, 137, 295 N.Y.S.2d 752 [1st Dept. 1968] [rejecting argument “that, as the note was given as one factor in a transaction embracing other features, proof dehors the instrument must be given”], affd 29 N.Y.2d 617, 324 N.Y.S.2d 410, 273 N.E.2d 138 [1971] ).

Similarly, the statement in the note states that the note and the pledge agreement “constitute the entire understanding of [the parties] with respect to the matters discussed ․, and supersede all prior and contemporaneous discussions, agreements, and representations” does not prevent the note from being an instrument for the payment of money only.  Contrary to defendant's contentions, the note does not incorporate the pledge agreement wholesale.  Rather, it merely says that the pledge agreement and the note represent the parties' entire understanding.

The language in the note here does not preclude summary judgment in lieu of complaint (see e.g. Lyons v. Cates Consulting Analysts, 88 A.D.2d 526, 526, 450 N.Y.S.2d 19 [1st Dept. 1982] [promissory note that said it was subject to the terms of a shareholders' agreement was still an instrument for the payment of money only;  “(t)he promissory note ․ is self-standing”], affd 64 N.Y.2d 1025, 489 N.Y.S.2d 65, 478 N.E.2d 206 [1985];  Blumenstein v. Waspit Group, Inc., 140 A.D.3d 620, 620–621, 35 N.Y.S.3d 30 [1st Dept. 2016] [even though promissory “note state(d) that it was executed ‘pursuant to’ and ‘in consideration of’ ” a deed of settlement, “(n)othing in the deed affect(ed) the value of the principal due under the note or otherwise alter(ed) defendants' obligations to pay under the note”] ).

The possibility that defendant might advance defenses that would raise issues outside the note does not change the note's character as one for the payment of money only (see Seaman–Andwall Corp., 31 A.D.2d at 137, 295 N.Y.S.2d 752;  DDS Partners, 6 A.D.3d at 349, 775 N.Y.S.2d 319).

Plaintiff made a prima facie case for summary judgment in lieu of complaint by proffering the note executed by defendant and proof that defendant failed to make payments according to the terms of the note (see Blumenstein, 140 A.D.3d at 620, 35 N.Y.S.3d 30;  Seaman–Andwall Corp., 31 A.D.2d at 137, 295 N.Y.S.2d 752).  In opposition, defendant failed to raise a triable issue of fact.  Although he contends that plaintiff engaged in fraud, the note provides that his “payment obligations ․ are unconditional and absolute and are not subject to any defense, offset or counterclaim of any kind whatsoever for any reason.”  We have enforced such a provision (see SCP [Bermuda] v. Bermudatel Ltd., 242 A.D.2d 429, 430, 662 N.Y.S.2d 249 [1st Dept. 1997];  see also SCP [Bermuda] v. Bermudatel Ltd., 224 A.D.2d 214, 215, 638 N.Y.S.2d 2 [1st Dept. 1996] ).

Even if defendant had not waived his right to raise the defense of fraud, the defense would still fail.  Defendant contends that plaintiff “engaged in fraud ․ by representing that [it] was complying with the Pledge's promises when it was not.”  The fraud claim is legally insufficient because the only fraud alleged relates to a breach of the pledge agreement (see Sanyo Elec. v. Pinros & Gar Corp., 174 A.D.2d 452, 453, 571 N.Y.S.2d 237 [1st Dept. 1991] ).

Although defendant attests that he executed the note “[i]n reliance on [plaintiff]'s representations that it would continue adhering to its performance obligations under the Pledge Agreement,” his affirmation provides no details about the alleged representations.  Thus, his conclusory affirmation is insufficient to defeat plaintiff's motion for summary judgment in lieu of complaint (see Kenney v. Jacobs, 200 A.D.3d 419, 420, 154 N.Y.S.3d 772 [1st Dept. 2021] ).

Finally, defendant fails to show a fraudulent intent on plaintiff's part at the time it made the alleged representations (see Sanyo, 174 A.D.2d at 453, 571 N.Y.S.2d 237).  Even if, as defendant contends, plaintiff promised to establish the ADEL fund and failed to do so, that does not establish that, at the time the parties entered into the pledge agreement, plaintiff had no intention of establishing the fund.

In addition to fraud, defendant contends that plaintiff breached the pledge agreement.  However, the note does not expressly state that it is subject to the terms of the pledge agreement.

We have considered the plaintiff's remaining arguments and find them to be unavailing.