On December 19, 2025, Justice Boddie of the Kings County Commercial Division issued a decision in Cross Riv. Bank v. Breadberry Lakewood, LLC, 2025 NY Slip Op. 34968(U), holding that a guaranty must be read together with contemporaneous loan documents, explaining:
It is well settled that a guaranty is a contract, and in interpreting it we look first to the words the parties used. A guaranty must be read in the context of the loan agreement, particularly when executed contemporaneously. Plaintiff argues that where, as here, multiple instruments are executed at the same closing and are part of the same transaction, they must be read together and construed as one agreement reflecting the parties’ intent.
The record before the Court on the original motion includes the Conditional Commitment Letter, which was executed by Ester both as president of the entity guarantors and individually in her individual capacity. and which expressly and unambiguously provides that unlimited personal guaranty of Samuel Gluck, secured with a second mortgage lien position on the personal property located at 1760 58th St., Brooklyn, NY 11204, and an assignment of a life insurance policy in the minimum amount of $1,871,000′ is one of the conditions of approval. The record further reflects that Ester executed the referenced mortgage at the same closing.
When the Limited Guaranty is read together with the Conditional Commitment Letter and the executed mortgage, there is no ambiguity as to the parties· agreement concerning the collateral securing Ester’s limited obligation. The provision in the Limited Guaranty stating that the guarantee is limited to the amount Lender obtains from the following Collateral pledged by Guarantor··reflects a meeting of the minds as to the limitation of liability, while the Conditional Commitment Letter and the executed Mortgage further establish a meeting of the minds as to the specific collateral pledged, as identified in the contemporaneously executed loan documents.
Moreover, in the absence of a claim for reformation, courts may as a matter of interpretation carry out the intention of a contract by transposing, rejecting, or supplying words to >make the meaning of the contract more clear, but only where some absurdity has been identified or the contract would otherwise be unenforceable either in whole or in part. It is axiomatic that a contract is to be interpreted so as to give effect to the intention of the parties as expressed in the unequivocal language employed.
Here, the blank collateral line in the Limited Guaranty, when viewed in isolation, rendered the guaranty agreement unenforceable; however, when construed in the context of the integrated loan transaction and the contemporaneously executed documents identifying the collateral, the omission constitutes a clerical defect rather than the absence of an essential term. Accordingly, the branch of plaintiffs motion seeking leave to reargue is therefore granted, and upon reargument, the branch of the Court· s October 20, 2025 Decision and Order dismissing plaintiffs second cause of action is vacated.
(Internal quotations and citations omitted).