Funders App, LLC v. Autoworkz LLC

2025 NY Slip Op 32499(U)

• Court: New York Supreme Court, Kings County
• Decided: July 14, 2025
• Docket: Index No. 505663/2024
• Status: Unpublished

Opinion

Funders App, LLC v Autoworkz LLC 2025 NY Slip Op 32499(U) July 14, 2025 Supreme Court, Kings County Docket Number: Index No. 505663/2024 Judge: Carolyn E. Wade Cases posted with a "30000" identifier, i.e., 2013 NY Slip Op 30001(U), are republished from various New York State and local government sources, including the New York State Unified Court System's eCourts Service. This opinion is uncorrected and not selected for official publication. [FILED: KINGS COUNTY CLERK 07/14/2025 04:49 P~ INDEX NO. 505663/2024 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 07/14/2025

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF KINGS: HON. CAROLYNE. WADE, JSC ------------------------------------------------------------------X FUNDERS APP, LLC D/B/A SYMPLIFI CAPITAL,

Plaintiff, Index No.: 505663/2024 -against- DECISION AND ORDER AUTOWORKZ LLC D/B/A AUTOWORKZ and PRINTERS ON LEV ORN STEWARD, MS#2

Defendants. ----------------------------------------------------------------X The following papers were read on Defendants AUTOWORKZ LLC D/B/A

AUTOWORKZ and PRINTERSON LEVORN STTEWARD's ("Defendants") Order to Show

Cause to Reargue and Renew: NYSCEF Doc. Nos. 31-39, 40-42, and 44.

Upon the foregoing cited papers, and after oral argument, Defendants' Order to Show

Cause to Reargue and Renew this Court's February 19, 2025, Order, which granted Plaintiff

FUNDERS APP, LLC D/B/A SYMPLIFI CAPITAL's ("Plaintiff') Motion for Summary

Judgment ("Prior Motion"), is decided as follows.

Plaintiff commenced this action to recover debt owed to Plaintiff by Defendants under a

Purchase Agreement of Future Receivables ("Purchase Agreement") and a Personal Guaranty

("Guaranty") (NYSCEF Doc. No. 11).

Defendants argue that the Court overlooked or misapprehended material matters in

determining the Prior Motion. Specifically, Defendants argue: (i) that the Court did not consider

that there was no mutual assent in entering the Purchase Agreement as Defendants did not sign the

Agreement with Plaintiff, (ii) that the Agreement was obtained by Fraud, and (iii) that the Purchase

Agreement is Usurious and Unconscionable.

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In opposition, Plaintiff argues that Defendants have not provided any new evidence or

infonnation to require the Court to overturn its judgment. Plaintiff further argues that Defendants

are simply reiterating their arguments from their failed opposition to the Prior Motion.

CPLR 2221 (d)(2) provides that a motion to reargue "shall be based upon matters of fact or

law allegedly overlooked or misapprehended by the court in determining the prior motion but shall

not include any matters of fact not offered on the prior motion."

Here, the Court finds that Defendants met their burden under CPLR § 2221 in showing that

the Court misapprehended or overlooked material issues of fact pertaining to mutual assent and

fraud.

A. Authenticity of Signature Mutual As.sent

To create a binding contract, there must be a meeting of the minds, such that there is

a manifestation of mutual assent sufficiently definite to assure the parties are truly in agreement

with respect to all material terms. (Utica Bldrs., LLC v Collins, 176 AD3d 897, 897 [2d Dept

2019]).

In the instant action, Defendant Steward affinned that he did not sign the Purchase

Agreement at issue (NYSCEF Doc. No. 21). In addition, Defendant Steward's signed affirmation

contains a different signature than that on the Purchase Agreement. Thus, the Court finds that the

Defendants raised material issues of fact regarding the Purchase Agreement's formation and

validity, particularly whether mutual assent had been established.

B. Admissibility

"Any writing or record, [ ... ], made as a memorandum or record of any act, transaction,

occurrence or event, shall be admissible in evidence in proof of that act, transaction, occurrence or

event, if the judge finds that it was made in the regular course of any business and that it was the

regular course of such business to make it, at the time of the act, transaction, occurrence or event,

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or within a reasonable time thereafter." (CPLR § 4518[a]). The supporting affidavit "shall include

the manner or method by which tampering or degradation of the reproduction is prevented."

(CPLR § 4539[b]).

Contrary to Defendants' contention, the Court finds that the Plaintiff's affidavit satisfies

CPLR §4518[a], as the Plaintiff established that the affidavit was made in the regular course of

business. Furthermore, "CPLR 4539(b) applies only when a document that originally existed in

hard copy form is scanned to store a digital 'image' of the hard copy document, and then a

'reproduction' of the digital image is printed in the ordinary course of business." (People v.

Kangas, 28 NY3d 984, 985 [2016]). As such, Defendants failed to raise material issues of fact

regarding proper authentication of Plaintiffs affidavit.

C. Fraud

In the case of fraud in the factum, the maker is induced to sign something entirely different

than what he thought he was signing. (See First Natl. Bank of Odessa v Fazzari, l 0 NY2d 394,

397 [1961]). The instrument is "void ab initio" (Dalessio v Kressler, 6 AD3d 57, 61 [2d Dept

2004]).

As noted above, Defendant Steward's affirmation, and annexed exhibits, including his

genuine signature, coupled with his sworn statement that he did not sign the Purchase Agreement,

raises material issues of fact that he did not sign the Purchase Agreement. Thus, the Court finds

that Defendants raised material issues of fact as to whether Defendant Steward's signature was

forged.

D. Usury and Unconscionability

"To determine whether a transaction constitutes a usurious loan: 'The court must examine

whether the plaintiff is absolutely entitled to repayment under all circumstances. Unless

a principal sum advanced is repayable absolutely, the transaction is not a loan."' (Principis

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Capital, LLC v. I Do, Inc., 201 AD3d 752, 754 [2d Dept 2022]). "Courts weigh three factors when

determining whether repayment is absolute or contingent: (1) whether there is a reconciliation

provision in the agreement; (2) whether the agreement has a finite term; and (3) whether there is

recourse if the merchant declares bankruptcy." (Id.). "[T]he rudimentary element of usury is the

existence of a loan or forbearance of money, and where there is no loan, there can be no usury,

however unconscionable the contract may be." (True Bus. Funding, LLC v. Guerrero A Constr.

Corp.

Here, Plaintiff established, through documentary evidence, that the Purchase Agreement

contains a clause outlining Defendants' right to reconciliation. Additionally, Plaintiff established

that the Purchase Agreement does not have a fixed duration. Lastly, the Purchase Agreement

contains a bankruptcy clause that excuses Defendants' performance under the Agreement. Taken

together, the Plaintiff's entitlement to the repayment is not absolute. As such, Defendants failed to

present material issues of fact as to the Defendants' usurious loan and unconscionability claims.

Accordingly, it is

ORDERED that Defendants' Order to Show Cause to Reargue and Renew is GRANTED,

and upon reargument, Plaintiffs underlying Motion for Summary Judgment is DENIED; and it is

further

ORDERED that Plaintiff is directed to return any and all funds collected by way of

restraint and/or execution, pursuant to the judgment, including poundage.

This constitutes the Decision and Order of the Court.

DATE: July/ r f'- 2025 ENTER:

HON. CAR~ADE, J.S.C. HON CAROLYN E. WADE 4 JUSTICE OF THE SUPREME COURT

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