On September 3, 2025, Justice Cohen of the New York County Commercial Division issued a decision in Jefferies LLC v. Blaize Holdings, Inc., 2025 NY Slip Op. 33272(U), holding that an action for summary judgment in lieu of complaint cannot be based on a mere breach of contract, explaining:
CPLR 3213 was enacted to provide quick relief on documentary claims so presumptively meritorious that a formal complaint is superfluous, and even the delay incident upon waiting for an answer and then moving for summary judgment is needless. Pursuant to CPLR 3213, when an action is based upon an instrument for the payment of money only or upon any judgment, the plaintiff may serve with the summons a notice of motion for summary judgment and the supporting papers in lieu of a complaint.
An instrument for the payment of money only is one that requires the defendant to make a certain payment or payments and nothing else, The remedy is not available where there are other issues and considerations presented by the writing, for example if the liabilities and obligations can only be ascertained by resort to evidence outside the instrument, or if more than simple proof of nonpayment or a de minimis deviation from the face of the document is involved.
Here, summary judgment under CPLR 3213 is not available because the Engagement Letter is not an instrument for the payment of money only. It is a contract for investment banking services, imposing obligations on both parties. While it involves an obligation to pay money, it is not an instrument for the payment of money only. Notably, Jefferies does not cite a single case in which such an engagement letter (or anything similar), a common agreement that is a frequent subject of litigation in New York courts, has been deemed an instrument within the scope of CPLR 3213.
Specifically, the compensation clause itself contains a condition precedent: “The Company agrees to pay Jefferies, at the closing of a Transaction, a fee of $4.5 million…. [N]othing in this Agreement shall be construed to obligate the Company to enter into a Transaction or consummate a Transaction.” Whether a qualifying capital markets transaction occurs in the future is unresolved within the instrument itself and requires reliance on extrinsic evidence, precluding use of CPLR 3213. Additionally, the Engagement Letter provides that Jefferies may receive “Compensation”—fees in exchange for providing equity capital markets financial advice and assistance in connection with a possible acquisition or other business transaction. The question of whether Jefferies actually performed those obligations is not addressed or resolved within the four corners of the Engagement Letter. Although the Engagement Letter only requires that Jefferies provide the Company with equity capital markets financial advice and assistance in connection with a possible acquisition or other business transaction, Defendant submits that the little involvement Jefferies did have was unhelpful and inconsistent and that Defendant was otherwise unsatisfied with Jefferies’ performance. While the Court may ultimately conclude that the Engagement Letter does not define the scope or required amount of performance necessary for Jefferies to earn the transaction fee, some performance is clearly a condition for payment. More importantly, even assuming there may ultimately not be a triable issue of fact about the parties’ performance, it will in any event require resort to evidence outside the scope of the instrument itself.
Nor can Jefferies rely upon Section 11 of the Engagement Letter, which provides that Jefferies may obtain summary judgment in lieu of complaint in connection with the Transaction Fee, to satisfy the requirements of the statute. This section merely recognizes Plaintiff’s ability to seek such relief. It does not (and cannot) waive the statutory prerequisites of CPLR 3213.
At bottom, while Plaintiff may ultimately establish its entitlement to relief on its claims, perhaps even on summary judgment under CPLR 3212 based on arguments raised in this motion (on that the Court expresses no view at this time), the Engagement Letter simply does not fit within the carefully circumscribed ambit of CPLR 3213.
(Internal quotations and citations omitted).