Commercial loan documents are notoriously complex, packed with financial reporting requirements, compliance covenants, and collateral maintenance obligations.  For practitioners seeking the expedited relief of CPLR 3213’s summary judgment in lieu of complaint procedure, a critical question emerges: do these additional obligations disqualify the instruments from streamlined treatment?  In a recent decision, the New York County Commercial Division provided much-needed clarity on when ancillary provisions actually matter.

Legal Framework

Section 3213 of the CPLR allows plaintiffs to move for summary judgment in lieu of complaint when an action is based on “an instrument for the payment of money only.”  This expedited procedure bypasses the traditional pleading phase, but courts have long struggled with defining exactly what constitutes such an instrument.

The Court of Appeals established the foundational principle in Weissman v. Sinorm Deli, Inc., holding that “[w]here the instrument requires something in addition to defendant’s explicit promise to pay a sum of money, CPLR 3213 is unavailable.”  However, this broad language can leave practitioners uncertain about the countless ancillary provisions that populate modern commercial lending documents.

The Case: PFNGT LLC v. Liquid Capital LLC

In PFNGT LLC v. Liquid Capital LLC, Index No. 654595/2024, decided April 28, 2025, plaintiff PFNGT sought nearly $4 million under a secured promissory note, loan agreement, and related guaranty.  The defendants—borrower Liquid Capital LLC, guarantor Riccardo Spagni, and pledgor Wyoming Trust—mounted a sophisticated defense, arguing that the loan documents contained extensive non-payment obligations that disqualified them from CPLR 3213 treatment.Continue Reading When Additional Obligations Don’t Derail CPLR 3213: Commercial Division Clarifies the Test

As readers of this blog are well aware, we here at New York Commercial Division Practice take great pride in posting about proposed or amended rules of practice in the Commercial Division. Knowledge of the local rules is particularly relevant when filing documents. One recent local rule change that may catch our readers’ eyes is Nassau County Supreme Court’s new procedures for filing an order to show cause .

Litigants generally have two options when bringing a motion before a court in New York State: (i) a motion on notice; or (ii) a motion brought by order to show cause. An order to show cause is typically used for emergency applications or when a litigant is seeking some form of immediate relief, such as a stay or temporary restraining order. As part of an application for an order to show cause, a party’s attorney must submit an affirmation under 22 NYCRR § 202.7(f), which provides that the opposing party has been given notice of the date, place, and time that the application will be filed with the court in order to appear in response to the application. This is where things get interesting.Continue Reading A Good Lawyer Knows the Law; A Great Lawyer Also Knows the Local Rules

Every commercial litigator is familiar with the burdens at the discovery phase of litigation, whether it is a dispute over production, privilege, or just the sheer volume and cost (both time and money) associated. Be that as it may, discovery also serves a critical and necessary purpose in commercial litigation. Determining what to ask for and how

I think it’s fair to say that Commercial Division judges have little time for discovery disputes.  If one peruses the individual practice rules of many of the ComDiv judges, one typically finds language all but prohibiting discovery motions.  And ComDiv Rule 14, which itself provides that “[d]iscovery disputes are preferred to be resolved through court

Lawyers practicing in the Commercial Division are keenly aware of issues related to attorneys’ fee awards in commercial cases.  Commercial agreements commonly contain a provision awarding attorneys’ fees to a prevailing party in a manner sufficient to satisfy entitlement to an award under the contractual exception to “American Rule.”  However, entitlement to a fee award

Most litigants associate injunctions as a remedy granted by a court to prevent a party from taking specific action. This is no surprise – as in most cases injunctions function to accomplish exactly that. However, in rare cases, courts will issue mandatory injunctions to force a party into taking specific action. Even though seldomly used, a mandatory injunction acts as an important judicial remedy to prevent irreparable harm by allowing courts to change the status quo.

The Dispute

The case of James Riv. Group Holdings, Ltd. v. Fleming Intermediate Holdings LLC illustrates a rare example of a court issuing a mandatory injunction. The case centers around the failed closing of the sale of Plaintiff’s reinsurance subsidiary to Defendant. In November 2023, the parties executed a Stock Purchase Agreement (“SPA”) concerning the sale of Plaintiff’s reinsurance subsidiary. As the closing approached, Plaintiff worked to fulfill its SPA obligations and complete all requisite pre-closing events. However, at the time of closing, Defendant failed to appear and instead sent a letter demanding further concessions to close – claiming that Plaintiff did not comply with its SPA obligations. Based on the failed closing, Plaintiff sought specific performance, seeking the Court’s intervention in forcing the Defendant to fulfill its obligations under the SPA and close on the transaction.Continue Reading Changing the Status Quo: Commercial Division Issues Rare Mandatory Injunction

Whether in employment agreements or business transactions, drafters often include certain clauses within these documents to protect their client if litigation arises (e.g., arbitration clauses, forum- selection clauses). However, when not clearly drafted, these clauses can lead to a battle over where the case may proceed. Recently, Manhattan Commercial Division Justice Joel M. Cohen handed

As one can easily glean, we here at the New York Commercial Division Practice Blog view New York’s Commercial Division as the heartbeat of business litigation in the United States.  So, we think getting your business litigation in front of the Commercial Division is a big deal.  But what happens when you have a case that meets the requirements for the Commercial Division, and you are not assigned to that Part? 

Generally, there are two ways to be assigned to the Commercial Division under § 202.70[d] of the New York Code of Rules and Regulation (the “Rules”).  The first is for any party to file an RJI with the accompanying Commercial Division Addendum 90 days following service of the complaint.  The second is by consent of the parties via a forum – selection clause in the parties’ contract. 

But what if a party files an RJI before the 90-day period runs without requesting assignment or submitting a Commercial Division Addendum?  The answer lies in § 202.70[e] of the Rules, which permits a party to apply via letter to the Administrative Judge within 10 days of the RJI for transfer to the Commercial Division. 

But what if the request is made outside the time limits in § 202.70[d] and [e] of the Rules? Again, § 202.70[e] of the Rules permits a letter application to the Administrative Judge showing “good cause” for the delay. 

While the timing provisions are relatively simple to work though, the “good cause” standard under CPLR 2004, which requires reasoning for the delay, is a bit more subjective, as a finding of good cause is within the discretion of the Administrative Judge.  It is imperative, therefore, to point the Administrative Judge to applications with analogous issues or facts to support your cause.  As for where to find those decisions, never fear, the Commercial Division itself provides some help in this regard. 

On the New York Courts webpage, the Commercial Division has a page titled Administrative Judge on Transfer Applications. That page provides a list of all the Administrative Judge’s decisions on transfer applications from prior to the effective date of the Commercial Division Rules on January 17, 2006, to the present.

 For example, what if a timely request for Commercial Division assignment was not filed, but you have a related case pending before a Commercial Division Judge?  The Administrative Order in ABG HMX LLC v. Alba Longa Concepts LLC provides precedent for the Administrative Judge granting a transfer for “good cause”, in this context.   And what if a request for Commercial Division assignment is rejected by the clerk’s office but was only a few days late?  Curtis v. Merrill Lynch, et al provides precedent for the Administrative Judge granting a transfer if the request was “untimely albeit only by a matter of days.”  But waiting years before filing a transfer application is not wise.  In ABL Advisor LLC, et al. v. Ian S. Peck, et al, the Administrative Judge denied a transfer application made two years into the litigation, finding that the “rules are designed to ensure that appropriate cases are assigned to the Commercial Division at the inception of the case, not two years into the litigation.”  Finally, what if you have a complex commercial case but one of the issues is arguably excluded from review by the Commercial Division?  In City of New York v. FC 42nd Street Associates, L.P., the Administrative Judge granted transfer of a generally excluded real property case that dealt with the determination of fair market value in relation to rental income, agreeing that while the case “is not an action for the payment of rent only, … the complaint raises complex questions of commercial and arbitration law and belongs in the Commercial Division.”  And there are many more helpful examples for litigators on the Commercial Division’s “Transfer Application” page.  

In short, the next time you find yourself in a position where leave to the Administrative Judge is required for assignment to the Commercial Division, remember the Commercial Division and its readily available resources has you covered. Continue Reading Help, I Need to Get My Case into the Commercial Division!! Transfer and Determinations by the Administrative Judge

Misbehaving children?  Blame the parents, right? Not so in the corporate context, at least according to Manhattan Commercial Division Justice Robert R. Reed in a recent decision, Memorial Sloan Kettering Cancer Ctr., v. Bristol Myers Squibb Co., in which he found that parent corporations will not be automatically held liable for the contracts of