JFURTI, LLC v Singal (2019 NY Slip Op 03010)





JFURTI, LLC v Singal


2019 NY Slip Op 03010


Decided on April 23, 2019


Appellate Division, First Department


Published by New York State Law Reporting Bureau pursuant to Judiciary Law § 431.


This opinion is uncorrected and subject to revision before publication in the Official Reports.



Decided on April 23, 2019

Renwick, J.P., Gische, Webber, Singh, JJ.


9078 656273/16

[*1]JFURTI, LLC, Plaintiff-Respondent,
vSuneet Singal, et al., Defendants-Appellants.


Sher Tremonte LLP, New York (Kimo S. Peluso of counsel), for appellants.
Mintz Levin Cohn Ferris Glovsky & Popeo, P.C., New York (Christopher J. Sullivan of counsel), for respondent.

Judgment, Supreme Court, New York County (O. Peter Sherwood, J.), entered February 6, 2018, in favor of plaintiff and against defendants, unanimously affirmed, with costs.
The promissory note and guaranties are absolute and unconditional and the language sufficiently specific to constitute valid waivers of defenses (see Red Tulip, LLC v Neiva, 44 AD3d 204, 209 [1st Dept 2007], lv dismissed 10 NY3d 741 [2008]). Defendants' arguments based on the UCC's unwaivable obligation of good faith are unavailing. While a duty of good faith is read into every contract under UCC 1-304, Comment 1 states, "This section does not support an independent cause of action for failure to perform or enforce in good faith." Plaintiff and its principal's alleged bad faith relates to conduct outside the performance or enforcement of the note and guaranties and is too remote to fall under the UCC provision.
We have considered defendants' remaining contentions and find them unavailing.
THIS CONSTITUTES THE DECISION AND ORDER
OF THE SUPREME COURT, APPELLATE DIVISION, FIRST DEPARTMENT.
ENTERED: APRIL 23, 2019
CLERK