Summary
The Appellate Division, Second Department, affirmed a judgment awarding Spin Capital, LLC $8,234,160.50 against Bridgelink Engineering, LLC and related defendants for breach of a merchant agreement and personal guaranty. The court held that the transaction was a purchase of future receivables rather than a criminally usurious loan, and upheld dismissal of the defendants’ counterclaims and affirmative defenses.
Court
Supreme Court of the State of New York, Appellate Division, Second Department
Jurisdiction
Supreme Court of the State of New York, Appellate Division, Second Department
Decision date
April 15, 2026
Docket number
2024-04928, 2024-06248
Disposition
affirmed
Questions Presented
- Whether the merchant agreement was a criminally usurious loan rather than a purchase of future receivables.
- Whether plaintiff was entitled to summary judgment on its breach-of-contract and breach-of-guaranty causes of action.
- Whether defendants' counterclaims were properly dismissed under CPLR 3211(a).
- Whether the appeal from the interlocutory order remained directly appealable after entry of the judgment.
Holdings
- The transaction was a purchase of future receivables, not a loan subject to usury laws, because plaintiff was not absolutely entitled to repayment under all circumstances. The reconciliation provision, indefinite term, and absence of a bankruptcy-default provision established that repayment was contingent.
- Plaintiff was entitled to summary judgment on its breach-of-contract and breach-of-guaranty causes of action because it established the agreements and defendants' breach, and defendants failed to raise a triable issue of fact.
- The Supreme Court properly dismissed defendants' counterclaims under CPLR 3211(a) because the transaction was not a criminally usurious loan and defendants' related RICO theory therefore failed.
- The appeal from the order had to be dismissed because the right to directly appeal from the order terminated when judgment was entered; issues raised on the order were reviewable on the appeal from the judgment.
Court Document
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