On January 5, 2026, Justice Cohen of the New York County Commercial Division issued a decision in TSLA Capitals, S.A.P.I. DE C.V. v. ATL Funds, LLC, 2026 NY Slip Op. 30133(U), holding that a note referring to performance as well as payment can still be an instrument for the payment of money only under CPLR 3213, explaining:
An instrument for the payment of money only is one that requires the defendant to make a certain payment or payments and nothing else. It is well settled that a promissory note, as an instrument for the payment of money only, is entitled to the expedited procedure detailed in CPLR 3213. Once the plaintiff submits evidence establishing its prima facie case, the burden then shifts to the defendant to submit evidence establishing the existence of a triable issue of fact with respect to a bona fide defense.
TSLA has established a prima facie case for summary judgment in lieu of complaint by demonstrating that (i) Northlight Trust 1, predecessor by conversion to ATL, executed a promissory note in favor of Banco Azteca (ii) the Note contains an unconditional promise to pay in accordance with the terms therein, (iii) Banco Azteca assigned all rights, title, and interest in various agreements, including the Note, to TSLA, and (iv) ATL defaulted on the Note by failing to make payment as required.
In opposition, ATL has failed to establish by admissible evidence the existence of a triable issue of fact to avoid enforcement of the Note. ATL does not deny the existence and validity of the Note and related agreements, and does not deny that it failed to make payment in accordance with their terms.
Instead, ATL contends that the Note does not qualify as an instrument for the payment of money because the events of default and the acceleration clause can only be ascertained by reference to external documents including the Credit Agreement and the Security Agreement. However, the fact that a promissory note forms part of a broader loan agreement does not preclude relief under CPLR 3213 provided the defendant’s obligation to make payment is established by the note itself. Here, the Note establishes ATL’s unconditional obligation to repay the principal amount of certain loans, together with interest at a specified rate, on demand. Accordingly, ATL’s contention is unavailing.
ATL further contends that the Note is not an instrument for the payment of money only because it contains performance obligations in addition to ATL’s obligation to repay. However, the fact that a defendant guarantees both payment and performance obligations does not preclude the applicability of CPLR 3213 unless the performance obligations are a condition precedent to the plaintiff’s obligation to pay. It is undisputed that the performance obligations were not conditions precedent to payment. ATL’s contention is therefore unavailing.
The Note clearly establishes the loan amount and, by reference to the related agreements, ATL’s unequivocal obligation to repay. Accordingly, the Note satisfies the definition of an instrument for the payment of money only.
(Internal quotations and citations omitted).