National Bank of Kuwait, S.A.K.P., New York Branch v. Parker

Background

The court had previously granted summary judgment in favor of National Bank of Kuwait, S.A.K.P., New York Branch (NBK). Defendant Bradley Parker moved for reconsideration of that order. He argued that NBK had signed a settlement agreement releasing claims against the “Choudhri Released Parties,” which included Choudhri’s agents. Parker argued that, because he was Choudhri’s agent, the settlement agreement released NBK’s claim against him when the agreement was signed.

Court’s Analysis

The court explained that Parker was also covered by the settlement agreement as a “Galleria Released Party,” a category that included guarantors, including the guarantor under the loan agreement. The parties did not dispute that Parker was the guarantor. The agreement stated that NBK’s release of its claim against Parker was not effective until NBK received the settlement payment or the purchase-option payment. The court treated those payment requirements as conditions that had to occur before the release became effective.

The court rejected Parker’s argument that his alleged status as Choudhri’s agent created an unconditional release. It noted that Parker had not introduced evidence at summary judgment showing an agency relationship with Choudhri or that he signed the guaranty as Choudhri’s agent. Parker submitted an agency agreement with his reconsideration motion, but the court stated that the document would not change the result even if considered. The court also found it unreasonable to read the agreement as making Parker’s release conditional in his role as guarantor while giving him an unconditional release in his alleged role as Choudhri’s agent.

The court separately explained that the agreement addressed a settlement default, including NBK’s failure to receive the settlement payment. In that situation, NBK retained the right to pursue its rights and remedies under the loan documents, applicable law, and equity. The court said that this included Parker’s guaranty and that the release Parker cited did not cover such a claim because it applied only to claims through the settlement-agreement date, while the broader release applied only after NBK received the required payment.

Disposition

The court concluded that it had already addressed the extent of NBK’s release and that the settlement agreement did not bar NBK’s claim against Parker on the guaranty unless the specified conditions were met. Judge Arun Subramanian denied Parker’s motion for reconsideration.