Opinion
9078 Index 656273/16
04-23-2019
JFURTI, LLC, Plaintiff–Respondent, v. Suneet 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.
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.
Renwick, J.P., Gische, Webber, Singh, JJ.
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 A.D.3d 204, 209, 842 N.Y.S.2d 1 [1st Dept. 2007], lv dismissed 10 N.Y.3d 741, 853 N.Y.S.2d 283, 882 N.E.2d 896 [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.