On September 2, 2025, Justice Patel of the New York County Commercial Division issued a decision in Corten Real Estate 1213 Walnut GP, LLC v. Goldenberg, 2025 NY Slip Op. 33275(U), holding that questions of fact regarding whether the guarantor had satisfied its payment obligations under a guarantee precluded summary judgment in lieu of complaint, explaining:
To recover under the Guaranty, Plaintiffs must show the existence of the guaranties and underlying debts as well as defendant guarantor’s failure to perform under the guaranties. Thereafter, the burden shifts to the defendant to establish, by admissible evidence, the existence of a triable issue with respect to a bona fide defense. Evidence must be examined in the light most favorable to the motion’s opponent.
Here, Plaintiffs have satisfied their prima facie burden on their motion for summary judgment by submitting: (1) the underlying LP Agreement, which defines the payments due to Plaintiffs; (2) the Guaranty, which defines Defendant’s obligations as the due and punctual payment in full to Plaintiffs of any and all amounts due and payable pursuant to the PE Documents, limited to the Capped Amount of $12,000,000; and (3) the Notice of Material Defaults and Demand letters for each payment. Accordingly, Plaintiffs have met their initial burden.
In opposition, Defendant does not dispute that he is bound by the Guaranty, but instead argues that he has already satisfied his $12,000,000 maximum obligation under the Capped Amount of the Guaranty through the Monthly Preferred Return Payments, Redemption of Partnership Interest Payments, and Interest Rate Cap Agreement Payments made to Plaintiffs. Although a guaranty is typically an instrument subject to relief pursuant to a CPLR 3213 motion for summary judgment in lieu of complaint, a document does not qualify for CPLR 3213 treatment if the court must consult other materials besides the bare document and proof of nonpayment, or if it must make more than a de minimis deviation from the face of the document.
Here, Defendant raises genuine issues of material fact that preclude a finding of summary judgment in either direction under CPLR § 3213 or § 3212. Specifically, the Court cannot determine based on the present record whether Defendant’s Monthly Preferred Return Payments, Redemption of Partnership Interest Payments, and Interest Rate Cap Agreement Payments to the Partnership conform to the relevant language in the Guaranty, thereby exceeding the $12,000,000.00 Capped Amount. Resolution of such requires a determination of whether Defendant’s Guaranteed Obligations are only triggered upon a material default of the Partnership under the LP Agreement, based upon sections 1.1, 1.2(b), and 1.4 of the Guaranty. Moreover, the Court must engage in a factual analysis to compare the Redemption Amount Calculation Worksheet found in Plaintiffs’ Exhibit H, with the Wells Fargo Reconciliation Spreadsheets and Wire Transfer Documents found in Defendant’s Exhibits 1–8. Further, because the language of the relevant sections pertaining to the Guaranteed Obligations are ambiguous, the Court must also determine the contractual intent of the parties under the Guaranty and LP Agreement. This goes far beyond an examination of the bare document and proof of nonpayment, instead requiring the Court to deviate from the face of the Guaranty. Accordingly, material issues of fact raised by Defendant preclude the expedited relief provided under CPLR § 3213.
(Internal quotations and citations omitted).