Liberty Capital Group v. Rich

I concur that there should be a reversal upon the ground that the defendant effectively designated the attorneys as his agents upon whom process might be served in an action to enforce the promissory note sued upon. The parties have stipulated that this is the limited issue before us. It is not necessary to determine, in deciding this issue, whether the promissory note is an instrument for the payment of money only, within the meaning of CPLR 3213. That question is for Special Term. Its resolution is irrelevant to the issue of jurisdiction, which depends solely on whether the designation was intended to cover the promissory note as well as the agreement proper. The same questions could have been raised had the action been begun in the conventional manner by service of a summons and complaint. The issue as to jurisdiction would be identical. If Special Term concludes the promissory note is not an instrument for the payment of money only, CPLR 3213 empowers the court to direct that the action proceed in the conventional manner. The issue of jurisdiction is not implicated in that determination.

The agreement, in pertinent part, provides: “16. Entire Agreements: Amendments. This letter agreement, including the exhibits, schedules, lists and other documents and writings referred to herein or delivered pursuant hereto, which form a part hereof, contains the entire understanding of the parties with respect to its subject matter.” It is undisputed that the promissory note was a writing delivered *348pursuant to the agreement. It thus became part of the agreement, paragraph 17 of which provides, in pertinent part: “RPR hereby appoints Kass, Goodkind, Wechsler & Gerstein, 122 East 42nd Street, New York, New York, as his agent for service of process for any claim arising under this agreement only.”

The function of the word “only” does not appear. It may intend to exclude litigation arising under other relationships between the parties. However that may be, it is plain that the promissory note was executed and delivered pursuant to the agreement of which it became a part. This is sufficient to confer authority. A party to a contract may designate an agent to accept service of process on his behalf and thereby confer personal jurisdiction upon the New York courts (National Equip. Rental v Szukhent, 375 US 311; Gilbert v Burnstine, 255 NY 348, 355).

The promissory note itself provides: “All notices to Payee hereunder shall be addressed to him, c/o Rich & Ezer, 1888 Century Park East, Los Angeles, CA 90067 or such other address of which Payee may advise Payor.” The reference is to “notices” and no reference is made to service of process covered by the contract provision designating the attorneys. If it was intended that service upon the attorneys of process to enforce the note was not authorized by the contract designation of the attorneys to accept process, appropriate language could have been included within either the agreement or the note, or both.

The cross motion to dismiss upon the ground that the court has not obtained jurisdiction over the person of the defendant should have been denied and Special Term should have determined whether the action should be dismissed because there is another action pending between the same parties for the same cause of action, and if not, whether the promissory note is an instrument for the payment of money only, within the meaning of CPLR 3213.

Kupferman, J. P., and Carro, J., concur with Lupiano, J.; Birns and Fein, JJ., concur in an opinion by Fein, J.

Order, Supreme Court, New York County, entered on March 3, 1980, modified on the law, to the extent of re*349versing the grant of defendant’s cross motion to dismiss; defendant’s cross motion to dismiss based on alleged lack of in personam jurisdiction denied, and, as so modified, the order is affirmed, without costs and without disbursements, and the matter remanded to Special Term.