Plaintiff, TI Sparkle North America, Inc., and defendant, Xicomm LLC, are telecommunication providers. Co-defendant Seyedmohammad Reza Kamrava is Xicomm's owner, president, and CEO.

In January 2010, plaintiff and Xicomm entered into contract to provide telecommunications services. (NYSCEF No. 23 at 4.) Under section 3 (a) of the contract, Xicomm agreed to pay for services it requested from plaintiff. (NYSCEF No. 3 at ¶ 3.) In March 2013, the contract was amended. Kamrava delivered to plaintiff a personal guaranty that Kamrava would pay any sum of money owed to plaintiff. (See NYSCEF No. 4 [Personal guaranty].)

Beginning in October 2023, Xicomm began defaulting on plaintiff's payments. (NYSCEF No. 15 [Emails from Kamrava acknowledging his defaults].) The defaults continued for three months: October 2023, November 2023, and December 2023. (NYSCEF No. 2; NYSCEF No. 23.) Plaintiff claims that defendants owe plaintiff over $300,000 in outstanding payments. (NYSCEF No. 2.)

On January 30, 2024, plaintiff brought this action against defendants. Plaintiff asserts three claims: (1) breach-of-contract against Xicomm, (2) breach-of-personal-guaranty against Kamrava, and (3) an account-stated against both defendants. (NYSCEF No. 1.)

On April 15, 2024, Kamrava served a notice terminating his guarantee and purporting to release himself from the guarantee "as to any alleged sum or debt prior to" the date of the notice. (NYSCEF No. 16 at 1.)

Two days later, on April 17, 2024, defendants filed the current motion, seeking dismissal of plaintiff's breach-of-guarantee claim against Kamrava and plaintiff's account-stated claim against both defendants. (NYSCEF No. 12.) The motion is denied.

1. In moving to dismiss the breach-of-guarantee claim, Kamrava argues that the last sentence of the personal guaranty must be read as providing that terminating the guaranty nullifies any breach that occurred during the guaranty's life. (NYSCEF No. 13 at 8 [Defendants' memorandum in support of motion to dismiss].) Reading this sentence in isolation, Kamrava's argument is not without force. (See NYSCEF No. 4 [Personal guaranty] [providing that termination notice "shall specify the date on which this guaranty is to . . . release the undersigned as to any sum or debt incurred prior to such termination"].) But contractual clauses are not to be read in isolation. Rather, a written contract must be interpreted as a whole, giving effect to its general purpose to avoid distorting the contract's purpose by putting undue force on single words or phrases. (See Westmoreland Coal Co. v Entech, Inc., 100 NY2d 352, 358 [2003].)

Here, the first paragraph of the guaranty unambiguously states its purpose: "In consideration for [plaintiff] extending credit to [Xicomm] for any material and/or services . . . at the request of applicants or its agents," Kamrava "hereby personally guarantees unconditionally and irrevocably the prompt payment of any sums now or hereafter owed to [plaintiff]. . . ."].) Kamrava's interpretation of the guaranty's last sentence—i.e., permitting Kamara to retroactively oust his obligations under the guarantee at any time, even during the pendency of a suit on the guarantee—would render the guarantee essentially meaningless. The court declines to accept that interpretation.

Kamrava's CPLR 3211 motion to dismiss plaintiff's breach-of-personal-guaranty claim is denied.

2. Defendants argue that plaintiff's account-stated claim be dismissed on the grounds that (1) plaintiff's claim lack particularity under CPLR 3013 and CPLR 3016 (b), (2) plaintiff's claim is an impermissible group-pleading, and (3) plaintiff's account-stated claim duplicates plaintiff's breach-of-contract claim. (NYSCEF No. 13 at 9; NYSCEF No. 27 at 13.)

In arguing that plaintiff's account-stated claim lacks reasonable particularity, defendants contend that the claim is subject to the CPLR 3016 (b) standard in addition to the CPLR 3013 standard. Defendants are wrong. An account-stated claim is not based on misrepresentation, fraud, mistake, willful default, breach of trust, or undue influence, as required to implicate the [*2]heightened pleading standard of CPLR 3016 (b). (See CPLR 3016.) And the allegations supporting the complaint provide sufficient detail supporting plaintiff's breach-of-contract, breach-of-guarantee, and account-stated claims to satisfy easily the requirements of CPLR 3013.

Defendants contend that plaintiff's account-stated claim is an impermissible group-pleading. (See NYSCEF No. 13 at 9.) Defendants' contention is unavailing. Unlike the cases on which defendants rely (see e.g. Aetna Casualty & Surety Co. v Merchants Mut. Ins. Co., 444 NYS2d 736 [1st Dept 1981] [finding that a complaint with multiple plaintiffs and multiple defendants that is over 40 pages and 100 paragraphs long, loosely drawn, and poorly organized to such an extent that "[defendants] could not reasonably be required to frame a response to the complaint in its present state"]), in this case, there is but one plaintiff and two closely related defendants. (See Arena Riparian LLC v CSDS Aircraft Sales & Leasing Co., 184 AD3d 509, 510 [1st Dept 2020] [finding that plaintiff's group-pleading was permissible because plaintiff's claim arose from a single transaction against two closely related defendants].)

Defendants also assert that plaintiff's account-stated claim duplicates plaintiff's breach-of-contract and breach-of-personal-guaranty claims. (NYSCEF No. 13 at 9.) But an account-stated claim ordinarily is independent from, and does not duplicate, a breach-of-contract claim. (See Aronson Mayefsky & Sloan, LLP v Praeger, 2024 NY Slip Op 02657, at *2-3 [1st Dept 2024].) And defendants do not show that this case comes within the narrow exception to this principle in which "the plaintiff is attempting to use a claim for an account stated "simply as another means to attempt to collect under a disputed contract." (Id. at *3 [internal quotation marks omitted].)

Defendants' CPLR 3211 motion to dismiss the account-stated claim is denied.

Accordingly, it is

ORDERED that defendants' motion to dismiss is denied; and it is further

ORDERED that defendants shall serve and file an answer within 20 days of service of a copy of this order with notice of its entry; and it is further

ORDERED that the parties shall appear before this court for a telephonic preliminary conference on September 6, 2024.