COMALGRI HOLDING CORP v. SC CROSSFIT INC (2025)

DECISION & ORDER

In an action, inter alia, to recover on a personal guaranty, the defendants appeal from an order of the Supreme Court, Suffolk County (Christopher Modelewski, J.), dated September 14, 2023.  The order, insofar as appealed from, granted those branches of the plaintiff's motion which were for summary judgment on the issue of liability on the third cause of action and dismissing the defendants’ counterclaims.

ORDERED that the order is affirmed insofar as appealed from, with costs.

In November 2022, the plaintiff commenced this action against the defendants, SC Crossfit, Inc. (hereinafter Crossfit), and Charlie Cassara, John Delgaudio, and William Kalb (hereinafter collectively the guarantors), the guarantors of a commercial lease between the plaintiff and Crossfit, among other things, to recover on a personal guaranty executed by the guarantors.  The defendants interposed an answer, asserting 10 counterclaims.  Thereafter, the plaintiff moved, inter alia, for summary judgment on the issue of liability on the third cause of action, to recover on the personal guaranty, and dismissing the defendants’ counterclaims.  In an order dated September 14, 2023, the Supreme Court, among other things, granted those branches of the plaintiff's motion.  The defendants appeal.

The Supreme Court properly granted that branch of the plaintiff's motion which was for summary judgment on the issue of liability on the third cause of action.  The plaintiff established, prima facie, that the guarantors had guaranteed all rent payments and terms of the lease and that they breached their obligations under the guaranty (see W6 Facility X, LLC v. West 6 Care Ctr., Inc., 169 A.D.3d 968, 969, 95 N.Y.S.3d 95;  82–90 Broadway Realty Corp. v. New York Supermarket, Inc., 154 A.D.3d 797, 798, 62 N.Y.S.3d 186).  In opposition, the defendants’ contention that the lease had been orally modified was insufficient to raise a triable issue of fact (see W6 Facility X, LLC v. West 6 Care Ctr., Inc., 169 A.D.3d at 969, 95 N.Y.S.3d 95).

For similar reasons, the Supreme Court properly granted those branches of the plaintiff's motion which were for summary judgment dismissing the defendants’ third, fourth, and fifth counterclaims (see Zuckerman v. City of New York, 49 N.Y.2d 557, 562, 427 N.Y.S.2d 595, 404 N.E.2d 718;  9–11 Stanton St. Realty Corp. v. Stanton St. Cleaners, Inc., 222 A.D.3d 570, 571, 203 N.Y.S.3d 15).  In opposition, the defendants failed to raise a triable issue of fact.

The Supreme Court also properly directed dismissal of the defendants’ remaining counterclaims as barred by the doctrine of collateral estoppel.  “The litigant seeking the benefit of collateral estoppel must demonstrate that the decisive issue was necessarily decided in the prior action against a party, or one in privity with a party” (Buechel v. Bain, 97 N.Y.2d 295, 304, 740 N.Y.S.2d 252, 766 N.E.2d 914;  see Gregg v. Lan Zhen Chen, 220 A.D.3d 697, 699, 197 N.Y.S.3d 285).  “The party to be precluded from relitigating the issue bears the burden of demonstrating the absence of a full and fair opportunity to contest the prior determination” (Buechel v. Bain, 97 N.Y.2d at 304, 740 N.Y.S.2d 252, 766 N.E.2d 914;  see Gregg v. Lan Zhen Chen, 220 A.D.3d at 699, 197 N.Y.S.3d 285).

Here, the plaintiff established that the allegations raised in those counterclaims were necessarily decided in the prior nonpayment proceeding, and that, although the guarantors were not parties to the prior proceeding, as guarantors of the lease, they were in privity with Crossfit, as the tenant (see Lautman v. 2800 Coyle St. Owners Corp., 223 A.D.3d 658, 660, 203 N.Y.S.3d 357;  Gregg v. Lan Zhen Chen, 220 A.D.3d at 699, 197 N.Y.S.3d 285).  In opposition, the defendants failed to demonstrate that they did not have a full and fair opportunity to contest the prior determination (see Parker v. Blauvelt Volunteer Fire Co., Inc., 93 N.Y.2d 343, 350, 690 N.Y.S.2d 478, 712 N.E.2d 647;  Gregg v. Lan Zhen Chen, 220 A.D.3d at 699, 197 N.Y.S.3d 285).

The parties’ remaining contentions either are without merit or need not be reached in light of our determination.

DUFFY, J.P., WOOTEN, WARHIT and HOM, JJ., concur.