National Bank v. ESI Group, Inc.

8 Citing cases

  1. Pereira v. Cogan

    No. 00 Civ. 619 (RWS) (S.D.N.Y. Oct. 1, 2001)

    The parol evidence rule, which is applicable to negotiable instruments, would bar evidence of any alleged oral agreement to this effect. See, e.g., National Bank of New York City v. ESI Group, Inc., 167 A.D.2d 453, 454 (2d Dept. 1990). More importantly, however, the February 19, 1999 Note fails as a prima facie self-dealing transaction which does not satisfy the entire fairness requirement of Delaware law, and thus fails.

  2. Pereira v. Cogan

    267 B.R. 500 (S.D.N.Y. 2001)   Cited 44 times
    In Pereira v. Cogan, 267 B.R. 500 (S.D.N.Y. 2001) (" Pereira II"), the Trustee moved for partial summary judgment under Rule 56 of the Federal Rules of Civil Procedure, seeking to hold Cogan liable for the Cogan notes in the aggregate principal of $14 million.

    The parol evidence rule, which is applicable to negotiable instruments, would bar evidence of any alleged oral agreement to this effect. See, e.g., National Bank of New York City v. ESI Group, Inc., 167 A.D.2d 453, 454, 562 N.Y.S.2d 136 (2d Dept. 1990). More importantly, however, the February 19, 1999 Note fails as a prima facie self-dealing transaction which does not satisfy the entire fairness requirement of Delaware law, and thus fails.

  3. Village on Canon v. Bankers Trust Co.

    920 F. Supp. 520 (S.D.N.Y. 1996)   Cited 66 times
    Holding that the parties did not owe each other this duty because no agreement existed between them and the duty does not provide an independent basis for recovery

    Any previous agreement to modify the maturity date of the loan contradicts the express terms of both the Loan Agreement and the Promissory Note setting the maturity date at November 20, 1990. It is plain that any such alleged oral agreement would be unenforceable under New York law. See National Bank of New York City v. ESI Group, Inc., 167 A.D.2d 453, 454, 562 N.Y.S.2d 136, 136 (2d Dep't 1990) "Defendants' claim that plaintiff bank orally agreed to a[n] . . . extension of the note[s] beyond [their] due date contradicts the express terms of the instrument[s] . . . and is therefore unavailable because it would violate the parol evidence rule[.]" (quoting American Bank Trust Co. v. Computer Productions, Inc., 36 A.D.2d 525, 525, 317 N.Y.S.2d 975, 976 (1st Dep't 1971)).

  4. Friends Lumber, Inc. v. Cornell Development Corp.

    243 A.D.2d 886 (N.Y. App. Div. 1997)   Cited 48 times

    Moreover, the execution of promissory notes was proposed by Cornell, an experienced business person, and he was responsible for drafting them ( see, Chimart Assocs. v. Paul, 66 N.Y.2d 570, 571; Keeseville Natl. Bank v. Gulati, 194 A.D.2d 970, 971, lv denied 82 N.Y.2d 663). Finally, and most importantly, Cornell's claim in this regard is inconsistent with the unambiguous terms of the promissory notes themselves ( see, Keeseville Natl. Bank v. Gulati, supra) and therefore is barred by the parol evidence rule ( see, Falco v Thorne, 225 A.D.2d 582; DH Cattle Holdings Co. v. Reno, 196 A.D.2d 670, 673; National Bank v. ESI Group, 167 A.D.2d 453, 454; Benderson Dev. Co. v. Hallaway Props., 115 A.D.2d 339, affd 67 N.Y.2d 963). Nor are defendants' vague and conclusory assertions of economic duress sufficient to defeat the motion.

  5. Capparelli v. Vitiritti

    228 A.D.2d 403 (N.Y. App. Div. 1996)   Cited 2 times

    "PLAINTIFF: It's 15." Although, in general, parol evidence is not admissible to contradict the unambiguous terms of a written promissory note ( see, National Bank v. ESI Group, 167 A.D.2d 453), parol evidence is admissible to reform a contract on the basis of mutual mistake ( see, Brandwein v. Provident Mut. Life Ins. Co., 3 N.Y.2d 491). Here, the defendant's sworn allegations, in conjunction with the transcript of the alleged conversation between the parties, are sufficient to raise a triable issue of fact as to the defense of mutual mistake.

  6. Falco v. Thorne

    225 A.D.2d 582 (N.Y. App. Div. 1996)   Cited 11 times

    The defendant's claim that he was led to believe that his attorney and trusted friend, Thomas Beasley, would be responsible for the payment on the note is not sufficient as a defense. "To recognize that such an oral assurance could constitute a defense to this action would violate the parol evidence rule" (Citibank v Fleet Leasing Corp., 185 A.D.2d 838; see also, National Bank v ESI Group, 167 A.D.2d 453; Benderson Dev. Co. v Hallaway Props., 115 A.D.2d 339, affd 67 N.Y.2d 963). The defendant's claim of lack of consideration is also belied by his own affidavit.

  7. European Am. Bank v. Syosset Autorama, Inc.

    204 A.D.2d 266 (N.Y. App. Div. 1994)   Cited 16 times

    tention that the plaintiff perpetrated a fraud against them because the guarantees were signed in blank was waived because the respondents continued to make payments pursuant to the guarantees after discovering the alleged fraud (see, Gannett Co. v. Tesler, 177 A.D.2d 353). In any event, the guarantees are clear and unambiguous, and the respondents are required to show something more than their own unsubstantiated, conclusory allegations of fraud (see, Kornfeld v. NRX Technologies, 62 N.Y.2d 686, 687-688; State Bank v. Patel, 167 A.D.2d 242, 243; Columbus Trust Co. v. Campolo, 110 A.D.2d 616, 617, affd 66 N.Y.2d 701). Additionally, to the extent that the respondents relied upon prior or contemporaneous negotiations with the plaintiff at the time of the execution of the notes and guarantees in order to vary the terms of those documents, such assertions violated the parol evidence rule (see, W.W.W. Assocs. v. Giancontieri, 77 N.Y.2d 157, 163; Chimart Assocs. v. Paul, 66 N.Y.2d 570, 571; National Bank v. ESI Group, 167 A.D.2d 453, 454). In light of the fact that the promissory notes and guarantees grant the plaintiff the right to recover attorneys' fees, we remit the matter to the Supreme Court for a hearing to determine the amount of those fees. Mangano, P.J., Thompson, Joy and Friedmann, JJ., concur.

  8. National Bank of New York City v. ESI Group, Inc.

    201 A.D.2d 469 (N.Y. App. Div. 1994)   Cited 7 times

    Subsequently, the defendants defaulted, and the bank brought an action to recover the balance due in addition to interest plus attorneys' fees. On September 7, 1988, the Supreme Court, Queens County (Levine, J.), awarded the bank summary judgment against the defendants, and that judgment was affirmed by this Court on November 19, 1990 (see, National Bank v. ESI Group, 167 A.D.2d 453).