Summary
This Appellate Division, First Department opinion affirms a summary judgment awarding a money judgment to BGC Notes, LLC against Ryan S. Prusse. The dispute centers on a promissory note executed contemporaneously with an employment and partnership agreement, which required repayment from partnership distributions. The court held that the defendant's termination from his employment and partnership triggered an immediate acceleration clause, making the outstanding loan balance due and payable.
Topics
Practice areas
Questions Presented
- Whether the promissory note became immediately due and payable upon the defendant's termination of employment and partnership status.
Holdings
- The note's obligations became immediately due and payable when the defendant terminated his services and partnership interest.
Key quotations
“[B]ecause the terms of a contract must be read in context (By Design LLC v Samsung Fire & Mar. Ins. Co. Ltd., 173 AD3d 590, 591 [1st Dept 2019])”
Factual background
Plaintiff, an affiliate of Newmark, loaned the defendant $255,937.50 under a cash‑advance distribution and promissory note that required repayment from partnership distributions. The defendant was also a limited partner in BGC Holdings, LP. On September 2, 2020 the defendant notified his supervisor that he would stop performing duties at Newmark, was terminated, and ceased to be a partner. The plaintiff argued the note became immediately due and payable upon termination.
Procedural history
The Supreme Court, New York County entered a money judgment against the defendant on June 27, 2024 and, on or about March 26, 2024, granted the plaintiff's motion for summary judgment. The defendant appealed to the Appellate Division, First Department.