CPIF LENDING LLC v. SEGAL (2026)

The following e-filed documents, listed by NYSCEF document number (Motion 002) 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50 were read on this motion to/for PARTIES -ADD/SUBSTITUTE/INTERVENE .

This action concerns the enforcement of payment obligations under a payment and performance guaranty, dated March 1, 2022, executed by defendant Gary Segal, and another such payment and performance guaranty, dated as of April 16, 2024, made by Igal Namdar, the nonmoving defendant. The plaintiff, CPIF Lending, LLC, as lender, asserts two causes of action for a breach of guaranty — each asserting defendants Segal and Namdar's alleged failure to perform and make payments under their respective guaranties.

The complaint alleges that an amended, restated and consolidated promissory note, dated March 1, 2022, was simultaneously executed with a loan agreement in the original principal amount of $40 million. Subsequently, plaintiff, guarantors and borrower agreed to several amendments of the loan documents memorialized by the first, second, third, and fourth omnibus modification and reaffirmation agreements. These omnibus amendments, among other things, extended the maturity date of the note and increased the principal amount to approximately $44,500,000.

In motion sequence no. 002, Fordham South Lender LLC (“Proposed Plaintiff”) moves for an order, pursuant to CPLR § 1018 and § 1021, directing substitution as plaintiff in this action in place and stead of original plaintiff, CPIF Lending, LLC (“Original Plaintiff”), and directing amendment of the caption to reflect the substitution. Proposed Plaintiff asserts that it has submitted evidence, in support of its motion, demonstrating that it is the current owner, assignee, and holder of the promissory note, accompanying loan documents, and guaranties. Defendant Segal opposes the motion on the ground that his business partner and co-defendant, Igal Namdar, was involved in the alleged assignment of the loan documents, and that Proposed Plaintiff is an entity affiliated with that co-defendant.

CPLR 1018 provides that, upon the transfer of an interest, an action may be continued “by or against the original parties unless the court directs the person to whom the interest is transferred to be substituted or joined in the action.” Thus, notwithstanding assignment, the original parties to an action remain as proper parties, unless substitution of the assignee is directed by the court (J.C. Tarr, Q.P.R.T. v. Delsener, 70 AD3d 774, 779 [2d Dept 2010]).

CPLR 1021 governs substitution procedure and authorizes the successors or representatives of a party, or any party, to move for substitution. CPLR 1021 also requires that the movant have standing to make the motion (Vincent C. Alexander, Supp Practice Commentaries, McKinney's Cons Laws of NY, CPLR C1021:1). Standing to make the motion for substitution is conferred on any person with a direct stake in the matter. To establish entitlement to substitution, a party to whom an interest is transferred must, at minimum, provide evidence of ownership of that interest (Citimortgage, Inc. v Bredehorn, 160 AD3d 803, 804 [2d Dept 2018] [although the plaintiff submitted evidence that the mortgage was assigned, there was no evidence in admissible form of an assignment of the note or a transfer of possession of the note]).

Here, in support of its motion, Proposed Plaintiff submits an Amended and Restated Assignment and Assumption of Interests and Obligations, effective as of June 24, 2025 (the “Assignment”), whereby Original Plaintiff unequivocally assigned and transferred all its right, title and interest in the loan, underlying loan documents, and the “Assigned Litigation”¹ to Proposed Plaintiff (NYSCEF doc. no. 43). The Assignment identifies the subject loan as that evidenced by the Second Amended, Restated and Consolidated Promissory Note in the principal amount of $44,500,000.00, dated April 16, 2024, between DS FORDHAM LANDING 1 LLC, as borrower and CPIF LENDING, LLC, as lender (“Second Amended Note” or the “Note”). The Second Amended Note consolidated existing notes issued to the borrower, reflected in an attached Schedule A showing all amounts owed, and increased the principal of the loan. Additionally, an allonge was attached endorsing the Second Amended Note to Proposed Plaintiff, dated June 24, 2025.

Proposed Plaintiff has, therefore, made a prima facie showing that the Note was validly transferred to it (see U.S. Bank National Association v Moulton, 179 AD3d 734, 737 [2d Dept 2020]). Defendant's contention that co-defendant Namdar is in any way involved in the assignment of the Note, or is the true party in interest, is immaterial to the court's determination of whether Proposed Plaintiff has standing to properly move for substitution. In view of the fact that defendant made a similar argument before Justice Melissa Crane, in opposition to a motion for substitution of the plaintiff in a foreclosure action  ² , and Justice Crane granted substitution notwithstanding such contentions, defendant's reliance on his previous arguments does little to defeat the instant motion. Particularly, Justice Crane's decision and order noted that the movant presented documentary evidence purporting to assign the loan documents at issue and, thus, demonstrated a proper assignment, as demonstrated here (see NYSCEF doc. no. 59).

Accordingly, it is hereby

ORDERED that the motion of nonparty Fordham South Lender LLC to substitute plaintiff and amend the caption (motion seq. no. 002) is granted; and it is further

ORDERED that the caption is amended as follows:

FORDHAM SOUTH LENDER LLC,

Plaintiff,

v

GARY SEGAL, IGAL NAMDAR,

Defendants.

And it is further

ORDERED that, within 30 days from entry of this order, plaintiff shall serve a copy of this order with notice of entry on the Clerk of the Court, who shall amend the caption in this action and shall mark his or her records to reflect the amendment; and it is further

ORDERED that counsel for plaintiff shall contact the staff of the Clerk of the Court to arrange for the effectuation of the amendment hereby directed; and it is further

ORDERED that service of this order upon the Clerk of the Court shall be made in hard-copy format if this action is a hard-copy matter or, if it is an e-filed case, shall be made in accordance with the procedures set forth in the Protocol on Courthouse and County Clerk Procedures for Electronically Filed Cases (accessible at the “E-Filing” page on the court's website); and it is further

ORDERED that, within 30 days from entry of this order, plaintiff shall serve a copy of this order with notice of entry on the Clerk of the General Clerk's Office, who is hereby directed to reflect the amended caption by appropriately marking the court's records; and it is further

ORDERED that such service upon the Clerk of the General Clerk's Office shall be made in hard-copy format if this action is a hard-copy matter or, if it is an e-filed case, shall be made in accordance with the procedures set forth in the aforesaid Protocol; and it is further

ORDERED that the County Clerk and the Trial Support Clerk are directed to amend the caption accordingly, and the parties shall use the amended caption in all future court filings.

FOOTNOTES

1.   The Assignment defines “Assigned Litigation” as the lawsuit initiated by Original Plaintiff against the guarantors of the loan in a civil action for breach of contract, filed in the Supreme Court of New York, New York County, Index 652592/2025, the instant action.

2.   The foreclosure action Fordham Landing North Holdings, LLC v. MDBZJGGS, LLC et. al., was filed in the Supreme Court of New York, New York County, Index No.: 850030/2025.

Robert R. Reed, J.