Order, Supreme Court, New York County (Melvin L. Schweitzer, Ref.), entered on or about April 8, 2015, which, to the extent appealed from as limited by the briefs, granted defendants’ motion to dismiss the first cause of action for breach and repudiation of the contract, reversed, on the law, without costs, and the motion denied.
The motion court erred in dismissing the first cause of action for breach and repudiation of contract based on documentary evidence (see CPLR 3211 [a] [1]). Defendants failed to establish that the terms of the assignment of claim agreement between plaintiff and defendant Banc of America Credit Products, Inc. (BACP), dated April 8, 2013, conclusively defeats that cause of action as a matter of law (see Leon v Martinez, 84 NY2d 83, 88 [1994]).
Plaintiff filed three interrelated claims in the New York bankruptcy and Swiss liquidation proceedings of three Lehman Brothers entities, Lehman Brothers Finance AG (LBF), Lehman Brothers Holdings, Inc. (LBHI) and Lehman Brothers Special Financing, Inc. (LBSF). The LBF or primary claim was based on a debt arising out of a 2004 ISDA Master Agreement. The LBHI or guarantee claim was based on a guarantee of the primary debt. The LBSF or security claim was based on a security agreement that provided additional collateral for the primary debt.
Pursuant to the assignment agreement between plaintiff and BACP, the claims were valued collectively at $21,961,082.56, which the agreement defined as the “Claim Amount.” The LBF and LBHI claims were assigned to BACP for 55% of the Claim Amount ($12,078,595.40), of which 10% was held in “Reserve.” Plaintiff retained the LBSF claim and was given “Defense Authority” rights that empowered it to settle that claim during a specified time period, subject to the “waterfall” formula set forth in section 8 (b) of the agreement, under which any recovery on the LBSF claim would be divided between plaintiff and BACP, with BACP receiving roughly two thirds of any distributions.
Plaintiff alleges that in 2013, LBSF offered to settle all claims by paying $21,000,000 for the LBSF claim, provided *433that the LBF claim and LBHI claim were assigned to it at no additional cost. After BACP refused to consent to the deal, in April 2014, LBSF increased its offer to the full Claim Amount of $21,961,082.56. In the first cause of action, plaintiff alleges that BACP unreasonably withheld its consent to both proposals and unreasonably refused to execute the assignments of the LBF and LBHI claims that LBSF demanded as a condition of the settlement.
The motion court dismissed the cause of action on the ground that “no provision of the [assignment agreement] empowers [plaintiff] to compel BACP to assign those rights in the Claims that [plaintiff] ‘irrevocably’ sold to BACP.” Characterizing the assignment of the LBF and LBHI claims as absolute and unconditional, the dissent agrees, and would hold that plaintiff did not have a contractual right to compel BACP to reassign those claims to a third party as a condition of a settlement that attributed no value to them. However, contrary to these findings, the assignment was not absolute and unconditional; the assignment agreement stated that “[ejxcept as provided in Sections 8 (b) and (10), [plaintiff], for good and valuable consideration, does hereby irrevocably sell, convey, transfer and assign unto [BACP] all of [plaintiff] ⅛ right, title and interest in, to and under” the LBF and LBHI claims (emphasis added).
Pursuant to section 10 (a), plaintiff was given “the sole and exclusive right to handle all matters relating to the Security Agreement and valuation of the Claims.” While plaintiff was obligated to “use its reasonable efforts to maximize the value of the Claims,” section 10 (a) also provided that “in exercising the Defense Authority [plaintiff] may take reasonable steps to maximize the Security Proceeds” (emphasis added).
Section 10 (a) further provided that BACP “shall cooperate with [plaintiff] as reasonably required to permit [plaintiff] to implement agreements relating to the Security Agreement, including any settlement relating thereto” (emphasis added). Section 10 (b) provided that while plaintiffs Defense Authority rights were in effect, “[n] either [plaintiff] nor [BACP] shall compromise or settle the Claims in an amount that is less than the Claim Amount without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.” Consistent with these provisions, section 14 mandated that BACP shall “execute and/or deliver, [or] cause to be executed and/or delivered, all such instruments and documents and to promptly take all such action as [plaintiff] may reasonably request, in order to effectuate the intent and purpose of, and to carry out the terms of, this Agreement” (emphasis added).
*434Taken together, these provisions authorized plaintiff to settle the LBSF claim, alone or with the other claims, for the full Claim Amount, without BACP’s consent, and obligated BACP to cooperate with plaintiff in implementing the settlement “as reasonably required” and to execute all documents and instruments as plaintiff “may reasonably request.” Determining whether it was “reasonable” for plaintiff to request that BACP reassign the LBF and LBHI claims to LBSF in order to consummate a settlement for the full Claim Amount, of which BACP would have received $14,713,925.32, a profit of in excess of $2 million, and if reasonable, for BACP to refuse that request, are fact-specific inquiries, which should not be determined on a motion to dismiss (see DB Mansfield LLC v BNY Capital Funding LLC, 116 AD3d 636 [1st Dept 2014]; African Diaspora Mar. Corp. v Golden Gate Yacht Club, 109 AD3d 204, 213 [1st Dept 2013]; Shivers v Citibank, N.A., 12 AD3d 248 [1st Dept 2004]). BACP’s argument that plaintiff only had the authority to determine the value of the claims is inconsistent with the language in section 10 (a) providing that plaintiff’s authority to defend and enforce “the Security Agreement and valuation of the Claims” continues until, in pertinent part, “all issues relating to the Security Agreement are finally resolved.”
Furthermore, based on the language of the assignment agreement, plaintiff has stated a claim that BACP breached the covenant of good faith and fair dealing in withholding its consent to a proposed settlement for the full Claim Amount, thereby “destroying or injuring the right of [plaintiff] to receive the fruits of the contract” (511 W. 232nd Owners Corp. v Jennifer Realty Co., 98 NY2d 144, 153 [2002] [internal quotation marks omitted]; see also Peacock v Herald Sq. Loft Corp., 67 AD3d 442, 443 [1st Dept 2009] [finding issues of fact as to good faith that could not be resolved on a motion to dismiss]).
Concur — Mazzarelli, J.P., Andrias and Gische, JJ.