On December 31, 2025, Justice Masley of the New York County Commercial Division issued a decision in Alliance Equity Group LLC v. Weiss, 2025 NY Slip Op. 35091(U), holding that a promissory note’s reference to other agreements did not make it not an instrument for the payment of money only for purposes of CPLR 3213, explaining:
When an action is based upon an instrument for the payment of money only the plaintiff may serve with the summons a notice of motion for summary judgment and the supporting papers in lieu of a complaint. A motion for summary judgment in lieu of complaint under CPLR 3213 affords a speedy and efficient remedy to secure a judgment in certain cases where service of formal papers would be unnecessary for the expeditious resolution of the dispute between the parties. In order to qualify for CPLR 3213 treatment, plaintiff must be able to establish a prima facie case by proof of the agreement and a failure to make the payments called for thereunder. Once the plaintiff makes a prima facie showing, the burden shifts to the defendant to establish, by admissible evidence, the existence of a triable issue with respect to a bona fide defense.
Here, plaintiff has made its prima facie case for summary judgment pursuant to CPLR 3213 by submitting the Note and establishing defendants’ default under the Note. Accordingly, the burden shifts to defendants.
Defendants assert the Note does not satisfy the threshold requirement of being an instrument for the payment of money only. Specifically, defendants argue that the Note, by its express terms, incorporates the Heter Iska Agreement and the Documents Escrow Agreement, and these agreements subject the parties to obligations beyond the payment of monies only.
The law is clear that an instrument does not qualify if outside proof is needed, other than simple proof of nonpayment or a similar de minimis deviation from the face of the document. The test is not what the instrument may be reduced to by part performance or by elision of a portion of it … but rather how the instrument read in the first instance.
Here, the Note provides that the aggregate unpaid principal amount of the Loan, all accrued and unpaid interest, and all other amounts payable under this Note shall be due and payable on the Maturity Date. Further, the Note sets forth that the principal amount is $2,000,000 and the applicable yearly interest rate is 16.5 percent. Because the Note itself requires the defendants to make certain payments and nothing else it is an instrument for the payment of money only.
The Note’s unequivocal and unconditional promise to repay the loan amount is unaffected by the Heter Iska Agreement and the Documents Escrow Agreement. Though defendants are correct that the Note incorporates the Heter Iska Agreement and the Documents Escrow Agreement by reference, these agreements do not alter defendants’ obligation pursuant to the Note.
Even if it is found, as defendants allege, that the Heter Iska Agreement requires defendants to produce witnesses and swear before a Bais Din upon failure to make repayment, these requirements are not conditions precedent to trigger the payment obligation. Accordingly, these ancillary clauses do not affect or limit defendants’ unconditional obligation to make payment. Therefore, the court finds that defendants fail to raise an issue of fact as to whether the Note is an instrument for the payment of money only.
(Internal quotations and citations omitted).