Almark Holding Co., LLC v Abbas
Attorneys and Parties
Brief Summary
Commercial lease enforcement and personal guaranty liability; effect of alleged irregularities in a lease modification and ratification; summary judgment standards for absolute and unconditional guaranties.
The Supreme Court, Nassau County, denied the landlord’s motion for summary judgment on liability, finding issues of fact concerning the validity of the 2019 lease modification and assignment.
The Appellate Division modified the order to grant summary judgment on liability to the landlord upon reargument and renewal, and remitted for an inquest on damages, costs, and attorneys’ fees.
The landlord established an absolute and unconditional personal guaranty, the tenant’s default, and the guarantor’s failure to perform. The guarantor raised no triable issue, and any irregularities in the modification were ratified by the tenant’s execution, rent payments, and occupancy; a related Appellate Term decision had already rejected the tenant’s identical defenses.
Background
Almark’s predecessor leased a Manhattan commercial space to Amore Pizza in 1999. In August 2019, Almark, Amore, and Pizza 147NY, LLC executed a modification extending the term and assigning the lease to Pizza 147NY, LLC. Amir Abbas executed the modification and personally guaranteed the tenant’s obligations. The tenant subsequently defaulted by failing to pay rent for over a year. Almark sued Abbas in September 2021 to enforce the guaranty. While the Supreme Court denied summary judgment citing issues about the modification’s validity, the Appellate Term, First Department later granted summary judgment on liability against the tenant in a related nonpayment case, rejecting defenses that mirrored Abbas’s.
Lower Court Decision
The Supreme Court, Nassau County, denied Almark’s motion for summary judgment on liability, concluding there were factual disputes about the validity of the 2019 modification; after Almark moved for reargument and renewal, the court adhered to its prior denial.
Appellate Division Reversal
The Appellate Division dismissed the appeal from the January 11, 2023 order as superseded, modified the June 29, 2023 order, and upon reargument and renewal granted summary judgment on liability in favor of Almark. The court remitted the matter for an inquest to determine damages, costs, and attorneys’ fees due under the guaranty and awarded one bill of costs to Almark.
Legal Significance
Reaffirms that absolute and unconditional personal guaranties are strictly enforced on summary judgment when the creditor shows the guaranty, the underlying debt, and the guarantor’s nonperformance. Alleged irregularities in a lease modification do not bar enforcement when the tenant has ratified the agreement through signature, rent payments, and occupancy. Related appellate determinations rejecting identical defenses can support summary judgment against a guarantor.
A guarantor on an absolute and unconditional guaranty cannot avoid liability by challenging the lease modification where the tenant ratified the agreement; the landlord need only prove the guaranty, the tenant’s default, and the guarantor’s failure to perform to obtain summary judgment on liability.