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YYY Corp. v. Gazda

Supreme Court of New Hampshire

April 7, 2000, Decided

No. 98-077


 [**396]   [*54]  BROCK, C.J. The defendants, Richard and Everette Gazda, appeal the Superior Court's (Lynn, J.) grant of summary judgment in favor of the plaintiff, YYY Corporation, enforcing an obligation under a promissory note dated August 22, 1985. The plaintiff cross-appeals from the trial court's ruling barring it from enforcing a second promissory note dated April 1, 1987, against the defendants. We affirm [***2]  in part, reverse in part, and remand.

This case arises out of the plaintiff's efforts to collect monies owed by the defendants under two separate obligations. First, on August 22, 1985, Craig Krisel and William Volante executed a promissory note (August 22 note) in the amount of $ 1,360,000 to United Federal Bank that was secured by a first mortgage on two apartment buildings in Rochester. On June 13, 1986, Krisel and Volante deeded the apartment buildings to the defendants. Under the deed, the defendants agreed to assume the mortgage and the August 22 note in the amount of $ 1,344,547.45. In connection with this acquisition, on April 1, 1987, the defendants executed a reform agreement with United Savings Bank, the successor in interest to United Federal Bank, which stated:


This agreement made and entered into by and between Richard S. Gazda and Everette C. Gazda, hereafter called "Borrower"; United Savings Bank, hereafter called "Bank" and Craig Krisel and William Volante "Mortgagor":

 [**397]  Witness that:

WHEREAS, the Bank loaned to mortgagor the sum of $ 1,360,000.00 on August 22, 1985, secured by a mortgage repayable at the rate of $ 13,823.98 per [***3]  month, bearing an interest at the rate of 11.50 percent per annum; and assumed at $ 1,352,605.22 by a deed dated June 13, 1986; and

WHEREAS, by mutual agreement Borrower and Bank wish to revise the terms of payment of the note signed by Mortgagor, upon compliance with the following terms; and

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145 N.H. 53 *; 761 A.2d 395 **; 2000 N.H. LEXIS 17 ***; 41 U.C.C. Rep. Serv. 2d (Callaghan) 222


Subsequent History:  [***1]  Released for Publication November 30, 2000.

Prior History: Hillsborough-northern judicial district.

Disposition: Affirmed in part; reversed in part; remanded.


negotiable, mortgage, promissory, deed, unconditional, Mortgagor

Commercial Law (UCC), Negotiable Instruments (Article 3), General Overview, Definitions & General Provisions, Characteristics, Definitions, Negotiable & Nonnegotiable Instruments, Civil Procedure, Appeals, Standards of Review, Abuse of Discretion, Discovery & Disclosure, Standards of Review, Enforcement, Lost, Destroyed & Stolen Instruments, Business & Corporate Compliance, Types of Commercial Transactions, Negotiable Instruments, Transfer of Negotiable Instruments, Types of Parties, Assignees & Assignors, Indorsements, Negotiations & Transfers, Transfers, Contracts Law, Duties & Liabilities of Parties