American Express Natl. Bank v Francia

Supreme Court, Westchester County

Decided on April 14, 2026

Index No. 65982/2023

Walter Rivera, J.

In this action to recover monies owed from two unpaid credit card accounts, plaintiff moves for an order pursuant to CPLR 3212 awarding summary judgment in favor of plaintiff and for an order directing the clerk to enter a money judgment in favor of plaintiff in the amount of $95,351.87. Defendants oppose plaintiff's motion for summary judgment.FN1

The following papers were read and considered in connection with plaintiff's motion:

PAPERS NYSCEF Doc. Nos.

Notice of Motion/Affidavit in Support/Exhibits A-B/ Affidavit of Plaintiff/Exhibits 1-6/

Statement of Material Facts/Memorandum of Law 160-172

Affirmation in Opposition/Exhibits A-D 175-179

Affirmation in Reply 180

FACTUAL AND PROCEDURAL BACKGROUND

Plaintiff commenced this action by filing a summons and complaint on August 28, 2023 (NYSCEF Doc. No. 1). Plaintiff issued a Bonvoy Business Amex Card to Christophe Francia and Megara Inc on March 30, 2022, and an Amazon Business Prime Card to Christophe Francia and Megara Inc. on March 21, 2022 (NYSCEF Doc No. 2-3). There is due and owing the sum of $95,351.87 in charges. Defendants received monthly statements of each account and there is no record of any objections to said charges having been filed by defendants. Some payments appeared to have been made by defendants on each account prior to the default (NYSCEF Doc Nos. 169-170).

Defendants' main opposition to the motion is premised on the argument that defendant Christopher Francia acted only as an officer and agent of defendant Megara, Inc. and that the [*2]credit card agreements at issue do not contain clear and explicit language imposing personal liability on defendant Christopher Francia.

Relying on this Court's Decision and Order (Malone, J.), dated June 4, 2025 (NYSCEF Doc. No. 46), which granted leave to plead confusing language in the governing contract as an affirmative defense in defendants' answer, defendant Francia further argues that the existence of ambiguity in the contract language in the cardmember agreements raises a triable issue of fact and constitutes the law of the case.

In reply, plaintiff argues that defendants fail to submit any evidentiary proof refuting plaintiff's claims.

ANALYSIS

A party moving for summary judgment pursuant to CPLR 3212 must make a prima facie showing of entitlement to judgment as a matter of law, tendering sufficient evidence to demonstrate that there is no genuine dispute as to any material fact. (See Alvarez v Prospect Hospital, 68 NY2d 320 [1986].) Once such a showing has been made, the burden shifts to the party opposing the motion to produce evidentiary proof in admissible form sufficient to establish the existence of material issues of fact which require a trial of the action. (See Zuckerman v City of New York, 49 NY2d 557 [1980].) Mere conclusions or unsubstantiated allegations unsupported by competent evidence are insufficient to raise a triable issue. (See Gilbert Frank Corp. v Federal Ins. Co., 70 NY2d 966 [1988].)

Here, plaintiff argues that it is entitled to summary judgment as a matter of law and that no triable issues of fact exist. In that regard, plaintiff has provided documentary evidence which consists of defendants' credit card applications (NYSCEF Doc Nos. 165-166), cardmember agreements for each account (NYSCEF Doc. Nos. 167-168), credit card statements (NYSCEF Doc. Nos. 169-170), and an affirmation by Richard Kier, Assistant Custodian of Records for American Express National Bank (NYSCEF Doc. No. 164). This documentary evidence and the affirmation of Mr. Kier establish the following: defendants were issued credit cards to use pursuant to two written cardmember agreements, defendants received the credit cards from plaintiff, defendants utilized the credit cards pursuant to the cardmember agreements and incurred $95,351.87 in charges; defendants received monthly account statements and did not object to same; and, defendants stopped making payments for the charges incurred pursuant to the cardmember agreements.

Defendants do not dispute that they were issued the subject credit cards and used the credit cards. Also, the amount owed on each credit card is not in dispute. Rather, defendant Francia denies personal liability and asserts that all transactions were incurred solely by or on behalf of the defendant corporation and not by him personally.

As previously noted, defendants also assert that the language of the cardmember agreements is confusing and ambiguous.FN2

The section of the cardmember agreements entitled, "About your Cardmember Agreement," states, "[t]his document together with Part 1 make up the Cardmember Agreement [*3](Agreement) for the Account identified on page 1 of Part 1 . When you use the Account (or sign or keep a card), you agree to the terms of the Agreement."FN3 Notably, at the top of page 1, Part 1, the agreement states, "Cardmember Name: CHRISTOPHE FRANCIA"FN4 and "Company Name: MEGARA INC".

Thereafter, the section entitled, "Words we use in the Agreement," states, "[e]xcept as provided below, Basic Cardmember means the person who applied for this Account or to whom we address the billing statement. Company means the business for which the Account is established. You and your mean the Basic Cardmember and the Company. You agree, jointly and severally, to be bound by the terms of this Agreement."

The section of the agreement entitled, "Promise to pay," states, "[y]ou promise to pay all charges, including: charges you make, even if you do not present your card or sign for the transaction ." (NYSCEF Doc Nos. 167-168.)

The aforesaid language in the cardmembers agreements is not confusing or ambiguous. Nor is it disputed that defendant Francia applied for and used the credit cards. The quoted language clearly delineates the cardmember, the company, and specifies that both agree, jointly and severally, to be bound by the terms of the agreement. The plain language of the cardmember agreements can only be interpreted to mean that defendant Francia, who applied for the credit cards, incurred charges using the credit cards, received the monthly account statements and did not object to same, is the basic cardmember, and was therefore bound by the cardmember agreements when he used the credit cards. In that regard, the New York Court of Appeals has stated that the "[i]nterpretation of an unambiguous contract provision is a function for the Court and matters extrinsic to the agreement may not be considered when the intent of the parties can be gleaned from the face of the instrument." (Chimart Assocs. v Paul, 66 NY2d 570, 573 [1986] [internal citation omitted].)

Additionally, defendant Francia's attempt to evade personal liability by his contention that all transactions were incurred solely by or on behalf of the corporation is misplaced. Defendants cite Stamina Prods., Inc. v Zintec USA, Inc., (90 AD3d 1021 [2d Dept 2011]), for the proposition that, "[a] corporate officer who executes a contract acting as an agent for a disclosed principal is not liable for a breach of the contract unless it clearly appears that he or she intended to bind himself or herself personally." Although defendant Francia denies that he intended to bind himself personally, the plain language of the cardmember agreements provides the contrary.

The case of Yellow Book Sales & Distribution Co. v Mantini, (85 AD3d 1019 [2d Dept 2011]), which is also cited by defendants, stands for the same principle, to wit, that "an agent who signs an agreement on behalf of a disclosed principal will not be held liable for its [*4]performance unless the agent clearly and explicitly intended to substitute his personal liability for that of his principal." (Yellow Book at 1021) By using the credit cards, receiving the monthly account statements, and failing to object to the account statements, defendant Francia submitted to the terms of the cardmember agreements, which stated clearly that, "[y]ou and your mean the Basic Cardmember and the Company. You agree, jointly and severally, to be bound by the terms of this Agreement." This clear and unequivocal language is in stark contrast to the language in the purported personal guarantee in the credit application at issue in Ho Sports, Inc. v Meridian Sports, Inc., (92 AD3d 915 [2d Dept 2012]), also cited by defendants. There, the purported personal guarantee was found to be insufficient "as a matter of law , to constitute 'clear and explicit evidence' of the individual defendant's intention to be personally bound by the credit agreement" (Ho Sports at 917 [internal citations omitted]).

Lastly, Lerner v Amalgamated Clothing and Textile Workers Union, (938 F2d 2, 6 [2d Cir 1991]), relied on by defendants, is plainly distinguishable. That case addressed the issue of whether, under New York law, the signature of the president of a corporation as president on a certificate of ratification that ratified a collective bargaining agreement bound the president individually to the terms of the collective bargaining agreement thereby rendering him personally liable for wages and benefits under the subject agreement. Applying New York law, the United States Court of Appeals, Second Circuit, found that taken together, the facts of that case strongly suggested that the president did not intend to assume personal liability, and he was therefore not personally bound to the terms of the certificate of ratification.

The case of American Exp. Bank v Weiss (188 AD3d 632 [2d Dept 2020]), is particularly instructive. The contract language in the cardmember agreement in that case is nearly identical to the contract language of the cardmember agreements in the instant matter.FN5 In affirming Supreme Court's determination granting the plaintiff's motion for summary judgment on the complaint and denying the defendants' cross motion dismissing the complaint, the Second Department found that "the individual defendant's affidavit was conclusory and failed to set forth the necessary evidentiary details to raise a triable issue of fact as to whether the individual defendant was personally liable for the monies due, or as to whether he ever received the parties' credit card agreement and/or monthly charge statements" (Weiss at 634 [internal citation omitted]).

Similarly, the defendants herein have failed to raise evidentiary details to raise a triable issue of fact as to whether defendant Francia is personally liable for the charges incurred, or whether he received the parties' cardmember agreements and/or account statements.

Lastly, defendants' reliance on this Court's determination allowing defendants to plead confusing language as an affirmative defense in their answer is misguided. A decision permitting the pleading of an affirmative defense is not a determination on the merits of the case. "The doctrine of law of the case only applies to legal determinations that were necessarily resolved on the merits in a prior decision, and to the same questions presented in the same case." (Fox v Nocella, 244 AD3d 821, 823 [2d Dept 2025] [emphasis added] [internal citations omitted].) In [*5]the case at bar, there was no prior decision determining the merits of the dispute at hand.

In sum, plaintiff has made a prima facie showing of entitlement to judgment as a matter of law and has tendered sufficient evidence to demonstrate that there is no genuine dispute as to any material and triable fact. In opposition, defendants have failed to produce evidentiary proof in admissible form sufficient to establish the existence of a material and triable issue of fact requiring a trial of the action.

All other arguments raised on this motion and evidence submitted by the parties in connection thereto have been considered by this court notwithstanding the specific absence of reference thereto.

CONCLUSION

Accordingly, it is

ORDERED, that plaintiff's motion (Seq. No. 9) is GRANTED in its entirety; and it isfurther

ORDERED, that plaintiff is awarded summary judgment pursuant to CPLR 3212 on all claims in its complaint against defendants; and it is further

ORDERED, that plaintiff shall submit a judgment in the amount of $95,351.87, on notice, with a bill of costs in accordance herewith for entry by the Westchester County Clerk.

This constitutes the decision and order of this Court.

Dated: April 14, 2026

White Plains, New York

ENTER:

HON. WALTER RIVERA, J.S.C.