On October 17, 2024, the First Department issued a decision in A.N.L.Y.H. Invs. LP v. JDS Principal Highline LLC, 2024 NY Slip Op. 05133, holding that when a loan was secured by a promissory note, a plaintiff could not assert quasi-contractual claims regarding the loan, even against a party that did not sign the note, explaining:
In its third and fourth causes of action, plaintiff asserts claims for unjust enrichment and money had and received against defendant JDS Construction Group LLC (JDS Construction), an entity owned by Stern, which allegedly actually received the $1.5 million lent by plaintiff pursuant to JDS Highline’s promissory note. Because the subject matter of the loan and the terms of its repayment are governed by the promissory note — a written agreement whose validity and enforceability is not in dispute — quasi-contractual claims based on the same subject matter will not lie, even against a nonparty to the promissory note.
Given that there is no dispute concerning the validity of JDS Highline’s promissory note, and given further that the note on its face covers the subject matter of the loan, it is of no moment that there is a dispute as to whether plaintiff and Stern entered into an oral agreement relating to the loan. Accordingly, the claims against JDS Construction for unjust enrichment and money had and received should have been dismissed based upon undisputed documentary evidence pursuant to CPLR 3211(a)(1).
(Internal citations omitted).