Cardbeck Miami Trust v Bank of N.Y. Mellon

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Cardbeck Miami Trust v Bank of N.Y. Mellon 2018 NY Slip Op 31169(U) June 7, 2018 Supreme Court, New York County Docket Number: 657019/2017 Judge: O. Peter Sherwood Cases posted with a "30000" identifier, i.e., 2013 NY Slip Op 30001(U), are republished from various New York State and local government sources, including the New York State Unified Court System's eCourts Service. This opinion is uncorrected and not selected for official publication. [*FILED: NEW YORK COUNTY CLERK 06/08/2018 12:50 PM 1] INDEX NO. 657019/2017 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 06/08/2018 SUPREI\1E C<lUl~T <>F TllE STATE OF NEW YOitK CC>lJNTY OF NEW YORK: COI\tlMF~RCIAL lllVISl<)N PART 49 -- - - - - - - - - - - - - - - - - - - - - - - - -- - - -~ CARD BECK 1\'IIAMJ '"l.. JtUST ~ DECISION AND OJ~DEI:{ Index No.: 65701912017 Plaint·iff, - - - --- - -againstMotion Sequence No.: 001- 003 BANK OF NE\V YOltK MELLON, ·1)efendant. --------------------------------------X 0. J>El l~I~ Sl-ll~RW()Oll, 1 J.: Motion sequences 00 l, 002, and 003 arc consolidated for disposition. lJndcr motion sequences 001 and 002., defe11dants seek to disn1iss the amended complaint in its cntire:t)'. The amended con1plain1 asserts a single cause of action in which plaintiff I debtor Cardbeck Nliruni Trust seeks a declaratory judgn1ent that the governing loan docu1nents are ambiguous as to \Vhcthcr plaint.iff rnust inakc a fi11al balloon payment on the n1aturity date of the C:lass B Note. The Class B Note's n1aturity date is set to occur on June 11" 2018. ''The fundarnental rule of contract interpretation is that agreements arc construed in accord \Vith the parties' i11te11t . . . and 'ft]hc best evidence of what. parties to a written agreement inte11d is \.Vhat they say in their \Vriting' .... Thus'! a \Vrittcn agrccn1ent that is clear and una1nbiguous on its face must be enforced according to the plain tern1s, and extrinsic e\ride11ce of the parties' intent ma,y be considered only if the agree1nent is ambiguous [internal citations on1itted]~' (Riverside t.)outh .Plan11i11f; (:.~01p. v C'RPIExtell Riverside J,,P, 60 1\D3d 61, 66 [1st l)cpt 2008]~ 4f!d 13 NY3d 398 [2009J). \Vhether a cor1tract is ambiguous prese11ts a question of law for resolutior1 by the courts (iti at 67)# In accordance \Vith these principles, a court should interpret a contract '"so as to give full 1neaning and effect to the n1aterial prtrvisio11s'' (Beal ,.';avi1·1gs Batik v ~501n111er, 8 ·N'l' 3d 318, 324 Page 1of4 2 of 5 [*FILED: NEW YORK COUNTY CLERK 06/08/2018 12:50 PM 2] INDEX NO. 657019/2017 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 06/08/2018 ['2007], quoting Excess Ins. (.'o. Ltd v f ...actor;,- 1\--i'ut. Ins. (-:o., 3 NY3d 577, 582 [2004]). 1 ~l<A reading of a contract shotdd not render any portit)n meaningless ~ _.. Further, a contract should be read as a \Vhole, and every part will be interpreted \Vith reference to the \.vhole; and if possible it will be so interpreted as to give effect to its general purpose'' (id. at 324-325, quoting 1\tfalter ff'est111oreland c:ot.1! C. 0. 1 v l~ntech~ Inc~, o.f· 100 NY2d 352, 358 r2003]). The (~lass B Note provides lt)f a bifurcated repayment schedule consisting of an ''Initial Te.n11 Period,:o' in \Vhich plaintiff \Vas to make a $272,972.98 .montl1ly payn1ent that \Vas applied to interest only, follov.red by tl1e "Re1nai11ing --rcrn1 Period.," inonthly payment that f'~C~lass \\t'US i11 \vhich plaintiff made a $418,000.00 applied to both interest and the principal (see NYSCEF Doc. No. 6 B Note''] at 1). The tlna.l payn1cnt of$418,000.00 was to be n1ade <Jn May 11, 2018, and thereafter "the balance of said principal sum together \Vith an accrued and ttnpaid interest thereo11 f\vouldl be due and payable on the eleventh day of June·~ 2018 (the 'Maturity Date')"' (i<i.)M J)cs1-)itc these unan1biguous lem1s, plaintiff contends that the loan documents are unclear as to whether any additional payments are required atler the monthly payn1e11t occurring on M.ay 11, 2018. In support of this argurnent, plaintifl~relies on language in the First Amendment to Loan Agreen1ent which states that, following the lnitial l . em1 Period, the C~lass B Note Hshall thereafter prl)vide for monthly paytnents on a sc,hcdulc which will fully amortize the Class B Note by its Maturity Date~~ (NYSC..~EF Doc. No. 4 ['"I~..irst An1cndment to Loa.11 Agreement"] § 1.1). Plaintiff reads this language as providing that the $418,000.00 monthly payn1cnts alone - \vithout the final balloon i1ayment - would ~~fully an1ortize the C1ass B Note.'" Thus, pJaintiff argues, this clause is in con11ict with ll1e Class B Note's express provisio11 requiring pay1nent of ''the balance of said principal sun1 together \Vith all accrue(1 and unpaid interest thereon" on the Maturity Date . .i\.lthough plaintitT concedes that at the provided interest rate of 7.54'7<> per annurn, the $418,000.00 Page 2of4 3 of 5 [*FILED: NEW YORK COUNTY CLERK 06/08/2018 12:50 PM 3] INDEX NO. 657019/2017 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 06/08/2018 n1onthly payments by thcmselve·s would 11ot fully a1norlize the Class B Note, plainti11' contends that the loan documents ~fully Ter1n Period so as to (NYSC~[~F ~'should be interpreted to 1nean that the interest rate adjusts after the Initial amortize' the debt balance O\'er the ... Remaining 'fer1n Period" Doc. No. 45 at 4). No portion of the loan docuinents supports pJaintitl''s reading of a variable interest rate~ both the Class B Note and the f'irst 1\n1cndment to l,oan Agrec111ent state unequivocally tl1at the interest rate is set at 7.54°/o per an11un1. Moreover, plaintifrs suggestion that the I~"'irst An1cndment t.o Loan Agreen1ent and the Class B Note son1eho\v conflict on \vhet.her there should be a final balloon payn1ent fails to reC<.)gnize that the Remaining rrcrn1 I>eriod is specific.ally defined as '"~that portion of the ~rcrn1 of the I "oan fron1 and including Septcn1ber I I, 2008 tl1rough ltnd inclzu..iing the Maturity Date~' (Class [3 Note at 2 lemphasis added]). '"rhus~ the loan docun1ents fully anticipate that tl1e final balloon payment would be i11cludcd the i;'schedulc wl1icl1 \vill fully amortize the Class B Note by its Maturity Date."' Accordingly, t11e tnotions to· dismiss arc hereby GR.i\NTED. lJnder n1otion sequence 003, plaintiff seeks leave to supplen1ent its opposition to the motions to dis111iss with evidence purportedly den1onstrating accord and satisfaction of the rcn1aining debt on th.e (~lass B N<1te. However~ as plaintifT's sole ca11se of action in this case seeks a declaratory judg111e11t that the ''loan doctu11ents ... are ambiguous'' as discussed above, such an argun1ent eve11 if accepted - is wholly irrelevant t<) defendants' Il1(ltions and this case. Accordingly, that n1otion is hereby· DEN IEf)~ In accordance \Vith the forgoing . it is hereby ORllEl~Ell that plaintiff's 1notion for leave to supplc·mcnt DENIED; and it is further Page 3of 4 4 of 5 plaintifl~s response is hereby [*FILED: NEW YORK COUNTY CLERK 06/08/2018 12:50 PM 4] INDEX NO. 657019/2017 NYSCEF DOC. NO. 73 RECEIVED NYSCEF: 06/08/2018 ORDEl~F:t> the n1otio11s to disn1iss (motion seq. no. 001, 002) are granted and the con1plaint is distnissed in its entirety, with costs and dishurscn1cnts to the defendants as taxed hy the C~lcrk of tl1e c:ourt~ and the Clerk is dircc.tcd· to enter judgtnent accordingly defendants. ~rhis DATED: constitutes tl1e decision and order of this court .lune 7, 2018 ENTER, 0. Page 4 of4 5 of 5 J>l~l~I~R . i11 favor of

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