LLC v. LLC (2026)

The following e-filed documents, listed by NYSCEF document number (Motion 001) 9, 10, 11, 12, 13, 14, 16, 17, 28, 32, 33, 34 were read on this motion to/for STAY .

This is a breach of contract action involving the alleged failure to pay on a Promissory Note. The complaint states that, on December 23, 2021, defendant executed a promissory note in favor of plaintiff, for the principal loan amount of $4,000,000.00, to be paid with interest, accruing at an annual rate of five percent, compounded quarterly (NYSCEF doc. no. 1, para. 7). Plaintiff asserts a single cause of action for breach of contract for failure to pay in accordance with the note terms.

In this motion, defendant moves for a stay of this action. According to defendant, this lawsuit is part of a larger dispute between the parties and their affiliates, and this action was filed in retaliation for the commencement of an earlier lawsuit in California. The California action purportedly seeks to enforce payment on several outstanding loans issued to John Hope Bryant, the principal of plaintiff entity, Promise Homes Company.

Courts may grant a stay of proceedings upon such terms as may be just (CPLR § 2201). When deciding whether to issue a stay, under section 2201, courts consider "issues of comity, orderly procedure, and judicial economy" (Asher v Abbott Labs., 307 AD2d 211 [1st Dept 2003]). "A court has broad discretion to grant a stay in order to avoid the duplication of effort, waste of judicial resources, and possibility of inconsistent rulings in the absence of a stay" (OneBeacon America Ins. Co. v Colgate-Palmolive Co., 96 AD3d 541 [1st Dept 2012]). Indeed, "the power to stay proceedings is incidental to the power inherent in every court to control the disposition of the causes on its docket with economy of time and effort for itself, for counsel, and for litigants" (Landis v N Am. Co., 299 US 248, 254-55 [1936]).

Defendant submits that a stay is appropriate, here, because of overlapping issues of fact between this action and the California dispute. Absent the issuance of a stay, defendant argues, the parties will waste judicial resources and be subject to inconsistent judgments. The court disagrees.

The California action was filed by nonparty entity Palm Drive Associates LLC against nonparty John Hope Bryant for nonpayment of promissory notes executed by Bryant in his personal capacity (NYSCEF doc. no. 12). The action does not involve either of the entities named in this suit, and does not relate, in any way, to the $4 million note at issue herein.

The court possesses broad discretion to grant stays where appropriate, such as where a separately ongoing proceeding "could dispose of or limit the issues to be resolved in the pending litigation" (Michilli, Inc. v Aquavit, Inc., 71 Misc 3d 1205(A) [NY Sup Ct Apr. 7, 2021]). Those circumstances are not present here. Resolution of whether Bryant is personally liable on promissory notes subject to California choice of law and Los Angeles County forum selection clauses does not resolve, in any way, whether Promise Homes Investment is liable for the nonpayment of a promissory note negotiated in the State of New York, disbursed from proceeds generated in the State of New York, and subject to New York choice of law and venue provisions (NYSCEF doc. no. 1, para. 6).

Promise Homes Company, the plaintiff in this action, is owned by Bryant, the defendant in the California action. Promise Homes Investment, the defendant in this action, is owned by several subsidiaries and/or parent companies with ownership interests in Palm Drive Associates, the plaintiff in the California action. Although the ownership structures of the companies named in the matter now before this court overlap and are connected by related transactions, the breach of contract claim in this case is not connected, in any way, to the California action. This action involves the enforcement of a wholly separate promissory note, involving separate legal entities, which will be interpreted under New York law. The assertion of an indecorous motive, or an improper animus behind the filing of this action, will not overcome the movant's obligation to establish that the separate proceedings involve common questions of law or fact, and that the imposition of a stay would further orderly procedure and comity (Asher, 307 AD2d at 211).

In addition, a court entertaining an application for a stay is "duty-bound to consider the relative hardships that would result from granting (or denying) a stay" (Da Silva v Musso, 76 NY2d 436, 443, n.4 [1990], citing David D. Siegel, Prac Commentaries, McKinney's Cons Laws of NY, Book 7B,. CPLR C5519:4, at 188). Over one year has elapsed since the filing of the complaint and the filing of the instant motion. No discovery has taken place. Any further stay of this proceeding would inordinately delay justice and impede the resolution of this case. In this court's view, a stay of this action under these circumstances is not appropriate, and certainly not warranted.

Accordingly, it is hereby

ORDERED that defendant's motion for a stay of this action (motion seq. no. 001) is denied; and it is further

ORDERED that all parties appear for a virtual preliminary conference on December 15, 2026 at 11:00 a.m.

DATE October 13, 2026

ROBERT R. REED, J.S.C.

Robert R. Reed, J.