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Posted: September 19, 2016

Promissory Note’s Reference to Sales Contracts Does Not Defeat Summary Judgment

On September 6, 2016, Justice Oing of the New York County Commercial Division issued a decision in Kardemir Ithalat Ihracat Ltd. Sti. v. Uniwire Trading LLC, 2016 NY Slip Op. 31681(U), holding that a promissory note’s reference to the terms of related sales contracts did not preclude the grant of summary judgment in lieu of complaint, explaining:

In their effort to present triable issues of fact, defendants argue that they preserved the right to contest any sums due under the Sales Contracts because the note is meant to supplement the sales contracts. Specifically, defendants point out that the note, while providing that New York law governs over disputes and that plaintiff is entitled to seek judgment in the New York judicial system, also provides that the arbitration clause of all previous contractual dealings (sales contracts) shall also remain in effect, calling for arbitration in Switzerland.

. . .

When there are minor references and no affirmative language making their respective payment obligations interdependent plaintiff’s right to payment can be ascertained from the face of the note itself, without resorting to extrinsic documents. Thus, contrary to defendants’ assertion, this dispute arises solely from the note. Indeed, adopting defendants’ reading of section 10, that the arbitration clause is intertwined with the note so as to require this dispute to be arbitrated, would render meaningless the second clause of section 10, which clearly provides that if defendants fail to make any payment plaintiff is entitled to seek judgment in the New York judicial system.

(Internal quotations and citations omitted).

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