On September 19, 2025, Justice Schecter of the New York County Commercial Division issued a decision in Air Prods. & Chems., Inc. v. World Energy, LLC, 2025 NY Slip Op. 33523(U), rejecting defenses to the enforcement of an unconditional guarantee, explaining:
CPLR 3213 authorizes summary judgment in lieu of complaint where an action is based on an instrument for payment of money only. To qualify, the document must contain an unconditional promise to pay a sum certain without reference to outside facts or performance. Once plaintiff establishes the instrument, underlying debt, and default, the burden shifts to the guarantor to raise a triable issue of fact. Nonetheless, whether defendants must pay and how much defendants must pay are two separate questions.
The Guaranty unambiguously provides that World Energy irrevocably and unconditionally guarantees the due and punctual payment in full when due and performance of all AltAir’s obligations under the Credit Agreement. It further states that it is an absolute, present, and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Borrower. Obligations are primary, absolute, irrevocable and unconditional not subject to any counterclaim, setoff, deduction or defense. No demand is required, and modifications require written consent by both Guarantor and Administrative Agent.
These provisions align squarely with the statutory requirements of CPLR 3213. The fact that the Guaranty references obligations under the Credit Agreement does not render it conditional; it remains a standalone promise to pay—all conditions precedent were met by default, acceleration, and nonpayment.
Defendant’s contention that the Guaranty also guarantees performance does not undermine its qualification as an instrument for the payment of money only under CPLR 3213. Courts have consistently concluded that such wording does not preclude accelerated enforcement where payment is the sole remedy sought. Here, the operative clause is that the guarantor will pay when due—invoking CPLR 3213 standards.
World Energy points to alleged breaches by plaintiff under the MPA, Site Lease, and Parent Guaranty. None of these documents are incorporated into the Guaranty. The Guaranty explicitly waives defenses based on counterclaims, setoffs, or conduct under other agreements. Issues under external agreements are collateral and cannot defeat summary judgment under CPLR 3213.
Defendant asserts that Article 28 of the MPA and § 2.8(d)(ii) of the Credit Agreement mandate mediation before enforcement. However, Article 28 was terminated with the MPA on February 24, 2025; it does not survive per Article 26. The Guaranty does not incorporate this provision and grants plaintiff independent rights to enforce payment obligations without regard to disputes under related agreements. Additionally, the Credit Agreement permits suit in New York, and while § 2.8(d)(ii) required unresolved payment disputes to be addressed pursuant to Article 28 of the MPA, that provision no longer applies following the MPA’s termination.
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World Energy contends that Air Products’ failure to complete the Plant A expansion triggered an MFF Deferral Event under § 2.10(d) of the Credit Agreement, thereby suspending AltAir’s payment obligations and precluding default. This defense rests on contested factual assertions and interpretation of MPA performance metrics. The Guaranty makes plain, however, that liability attaches upon AltAir’s default and subsequent acceleration. Disputes over Air Products’ alleged nonperformance do not negate that default or bar enforcement of the Guaranty, which explicitly provides that World Energy’s obligations are not subject to counterclaim, setoff or defense.
(Internal quotations and citations omitted).