Subsequent Agreement Does Not Prevent Application Of CPLR 3213 To Settlement Agreement

Posted: May 4, 2026 / Written by: Thomas A. Kissane, Ian Weiss, Samuel L. Butt, Channing J. Turner / Categories Breach of Contract, Summary Judgment in Lieu of Complaint

Subsequent Agreement Does Not Prevent Application Of CPLR 3213 To Settlement Agreement

On March 10, 2026, Justice Melissa A. Crane granted summary judgment on a settlement agreement under CPLR 3213. The case is G.O.C. Investments Companies Inc. v. BSD Tree, Inc., Index No. 656001/2025.

Plaintiff G.O.C. Investments Companies Inc., Inc. moved for summary judgment under CPLR 3213, and defendant BSD Tree, Inc. opposed, arguing that a subsequent agreement took the settlement agreement sued upon beyond the reach of CPLR 3213. Judge Crane first found breach:

There is no dispute that BSD failed to make the first two $200,000 payments due under the settlement agreement. Nor is there a dispute that the Settlement Agreement contains a mandatory acceleration clause . . . Because BSD failed to make either initial payment, the entire US $2,835,000.00 debt automatically became immediately due and payable to GOC by operation of the Settlement Agreement's express terms.

Slip op., pp. 1-2.

She then considered and rejected BSD’s argument about the subsequent agreement:

Defendant claims that a subsequent Vehicle Transfer Agreement (VTA), dated August 28, 2025, renders the Settlement Agreement no longer an instrument for the payment of money only. Defendant is wrong.

When defendant failed to make payment under the Settlement Agreement, GOC entered into the VTA as a forbearance. According to defendant’s memorandum of law . . . the ‘VTA explicitly states it is ‘in addition to, and ancillary and supplementary to, and does not replace, nullify or cancel BSD's obligations under the Settlement Agreement.’ It further provides that BSD's obligations under Section 3.2 of the Settlement Agreement ‘shall be deemed satisfied and to cure any alleged default’ only upon ‘full and final satisfaction of all terms’ of the VTA's immediate vehicle transfer provisions.’ However, it is undisputed that, in addition to failing to pay the debt, defendant never transferred a single vehicle by the due date of 9/2/2025. Thus, according to defendant’s own reporting of what the VTA calls for, BDS’ obligations under the Settlement Agreement remain outstanding and enforceable.

Id., p. 2 (quoting defendant’s brief as quoting VTA; emphasis in opinion.)

Contact the Commercial Division Blog Committee at commercialdivisionblog@schlamstone.com if you or a client have questions concerning breach of contract or summary judgment in lieu of complaint under CPLR 3213