Channel Partners Capital, LLC v Cookie Factory, LLC

Supreme Court, Rensselaer County

Decided on May 22, 2026

Index No. EF2023-275069

Noel Mendez, J.

In this commercial contract dispute, Plaintiff Channel Partners Capital, LLC, d/b/a Channel Partners Equipment Finance ("Plaintiff") moves this Court for an order granting summary judgment against Defendants Joseph A. Alberino, III and Christopher M. Alberino ("Alberino Defendants") and Defendant Colin G. Halpern ("Defendant Halpern"). The action is stayed as to Defendant The Cookie Factory, LLC ("The Cookie Factory"), inasmuch as The Cookie Factory filed for bankruptcy in federal bankruptcy court (In re The Cookie Factory, LLC, No. 24 11002 (Bankr. N.D.NY, filed Sept. 10, 2024). Only Defendant Halpern filed opposition papers. Based on the parties' submissions and for the reasons that follow, the Court grant's plaintiff's motion in its entirety.

I. Background and Procedural History

In 2022, The Cookie Factory sought and obtained financing from Innovative Capital Corporation to purchase an "X-ray Inspection System." Per the agreement's terms, The Cookie Factory agreed to make 60 monthly payments of $2,112.73. The agreement consists of three distinct documents that were digitally "DocuSigned" by the parties as follows: a "Master Equipment Finance Agreement" ("EFA"), signed by Defendant Halpern as an "officer" of The Cookie Factory; an "Equipment Finance Agreement Schedule" ("Schedule"), setting forth the above-described payment plan, also signed by Defendant Halpern; and a "Master Equipment Finance Agreement Guaranty" ("Guaranty"), signed by Defendant Halpern and the Alberino Defendants as "personal guarantor[s]" and "as . . . individual[s]."

The Guaranty states, in pertinent part:

"CONTINUING PERSONAL GUARANTY: As consideration for Our entering into the EFA, the undersigned Guarantor(s) ("You", "Your") jointly and severally, unconditionally personally guarantees and agrees to be liable to Us, Innovative Capital Corp., the Secured Party, for the full, prompt and indefeasible payment and performance of all now existing and future indebtedness, obligations or liabilities of the Customer arising under the EFA . . . If the Customer defaults, You will immediately pay in accordance with the default provision of the EFA all sums due under the terms of the EFA and will perform all of the Customer's obligations under the EFA. It is not necessary for us to proceed first against the Customer or any collateral before enforcing this Guaranty."

(Guaranty, NYSCEF Doc. No. 2).

The EFA, in turn, states, in relevant part:

"[I]f you are ever in default, at Our option, We can cancel the EFA and require that You pay the unpaid balance of the EFA, including any future Payments to the end of term, discounted to present value at 4%. We may recover default interest on any unpaid amount at the rate of 18% per year. Concurrently and cumulatively, We may also use any remedies available to Us under the UCC and any other law, including, but not limited to . . . (c) enter the Equipment location and repossess and remove, or render unusable, the Equipment . . . You agree that Your rights and remedies are governed exclusively by the EFA."

(EFA, NYSCEF Doc. No. 2).

Plaintiff commenced this civil action, by way of Summons and Complaint, claiming that Defendant Halpern and the Alberino Defendants stopped making payments as of June 5, 2023, and failed to guarantee the loan as required by the above-referenced agreements. All of the defendants answered, asserting separately various counterclaims and affirmative defenses of their own. The action was stayed as to The Cookie Factory because the company filed for Chapter 7 bankruptcy, [*2]but the case remains pending as to the other defendants.

Plaintiff now moves under section 3212 of the Civil Practice Law and Rules ("CPLR") for an order granting summary judgment, providing the affidavit of their "Litigation and Recovery Specialist" in support. Plaintiff seeks the unpaid balance of $81,929.69 (which takes into consideration payments received and the sale of the financed machine through the bankruptcy) and $580.00 in costs and disbursements, for a total of $82,509.69. Defendant Halpern opposes the motion, citing his response to Plaintiff's Notice to Admit and his responses to Plaintiff's First Set of Interrogatories to claim there is a triable issue of fact, to the extent he claims he was "a guarantor only to the secured loan and that in the event of a default, the equipment would be repossessed and [he] would not be held financially responsible for the balance in its entirety" (Defendant Halpern Affidavit, NYSCEF Doc. No. 43, ¶ 7). The Alberino Defendants provided no papers in opposition to the present motion. The Court now considers the parties' papers, along with their exhibits, and renders the following decision.

II. Analysis

To prevail on a motion for summary judgment, the movant must make a prima facie showing entitlement to judgment as a matter of law by submitting sufficient evidence demonstrating the absence of any material issues of fact (see CPLR 3212 [b]; see also Nellenback v Madison County, 44 NY3d 329, 334 [2025]; Bazdaric v Almah Partners LLC, 41 NY3d 310, 316 [2024]). Once this showing has been made, the burden shifts to the opposing party to produce evidentiary proof in admissible form sufficient to establish the existence of a material issue of fact requiring a trial (Nellenback, 44 NY3d at 334; Bazdaric, 41 NY3d at 316). "The opposing party must provide evidence based on more than hypothetical or unsubstantiated assertions" (Nellenback, 44 NY3d at 335, citing Zuckerman v City of New York, 49 NY2d 557, 562 [1980]). The facts must be viewed "in the light most favorable to the non-moving party" (Bazdaric, 41 NY3d at 316 [citations omitted]).

It is well-established that a corporate officer is not normally liable in their personal capacity on contracts executed on behalf of a corporation unless the officer expresses some intention to be personally bound because, generally speaking, the officer is an agent of the corporate principal (see W. Joseph McPhillips, Inc. v Ellis, 278 AD2d 682, 683 [3d Dept 2000] [citations omitted]; Shephard v Friedlander, 195 AD3d 1191, 1193 [3d Dept 2021]).

Here, Defendant Halpern does not deny that he signed the EFA, the Schedule, and the Guaranty (see generally State Technology Law § 304 [2] ["The use of an electronic signature shall have the same validity and effect as the use of a signature affixed by hand"]), and the Guaranty is clear and unequivocal in that signature thereof constituted an agreement to be personally liable in the event of default (see e.g. Community Bank, N.A. v Paul, 133 AD3d 1008, 1009 [3d Dept 2015] ["the agreement specifically provides that 'each person signing will be individually responsible for all loans made under this agreement'"]). Thus, Plaintiff has met their burden of demonstrating they are entitled to summary judgment as a matter of law, inasmuch as the documentary evidence proves an intent on the part of Defendant Halpern to be personally liable in the event The Cookie Factory defaulted on its obligations.

Defendant Halpern fails to demonstrate a triable issue of fact requiring a trial. There is no need to consider Defendant Halpern's purported understanding of the agreements, given the agreements are complete and unambiguous (see id.). Moreover, when a contract uses unambiguous language to indicate that a corporate officer is assuming personal responsibility for an obligation, the addition of a corporate title following the officer's signature does not create an ambiguity or [*3]otherwise absolve the officer from liability (see id.). The Court finds that Defendant Halpern has failed to rebut Plaintiff's assertion of entitlement to summary judgment as a matter of law, and thus grants Plaintiff's motion as to Defendant Halpern.

Given the failure of the Alberino Defendants to interpose any opposition rebutting Plaintiff's prima facie showing, the Court grants Plaintiff summary judgment as to them as well (see CPLR 3212 [b]).

III. Conclusion

Based on the foregoing, it is hereby

ORDERED and ADJUDGED, that Plaintiff's motion for Summary Judgment as to Defendant Halpern is GRANTED, and it is further

ORDERED and ADJUDGED, that Plaintiff's motion for Summary Judgment as to the Alberino Defendants is, GRANTED; and it is further

ORDERED, that Plaintiff shall serve all defendants with a copy of this Decision and Order, along with Notice of Entry, within twenty (20) days of such entry.

This shall constitute the Decision and Order of this Court. The Court has uploaded this original Decision and Order to the case record in this matter as maintained on the New York State Court Electronic Filing ("NYSCEF") system, whereupon it is to be filed and entered by the County Clerk's Office. Counsel is not relieved from the applicable provisions contained in CPLR 2220 and Section 202.5-b (h) (2) of the Uniform Rules of Supreme and County Courts insofar as they relate to service and notice of entry whether by mail or electronic means.

Dated: May 22, 2026

Troy, New York

Hon. Noel Mendez

Acting Justice of the Supreme Court

Papers Considered:

All motion papers, opposition papers, reply papers, with exhibits, on NYSCEF